SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

SHAFRAN JOSEPH M

(Last)

(First)

(Middle)

2720 VAN AKEN BOULEVARD

SUITE 200

(Street)

CLEVELAND

44120

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
FOREST CITY ENTERPRISES INC [ FCEA/FCEB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/15/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common								177	I	See footnote⁽¹⁾
Class A Common Stock								100,000	D⁽²⁾
Class A Common								346	I	See footnote⁽³⁾
Class A Common								7,078	I	See footnote⁽⁴⁾
Class A Common								7,804	I	See footnote⁽⁵⁾
Class A Common Stock	12/15/2004		S		1,800	D	$55.23	119,845	I	See footnote⁽⁶⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common - Convertible	$0⁽¹⁰⁾							08/08/1988⁽¹¹⁾	08/08/1988⁽¹¹⁾	Common Stock	450		450	D⁽⁷⁾
Class B Common - Convertible	$0⁽¹⁰⁾							08/08/1988⁽¹¹⁾	08/08/1988⁽¹¹⁾	Common Stock	1,589,504		1,589,504	I	See fote note⁽⁸⁾
Class B Common - Convertible	$0⁽¹⁰⁾							08/08/1988⁽¹¹⁾	08/08/1988⁽¹¹⁾	Common Stock	6,750		6,750	I	See foot note⁽⁹⁾

Explanation of Responses:

1. Held Indirect - by Powell Partners of which Mr. Shafran is a general partner.

2. Held Direct - Shares were held by The Berimore Company and then distributed to Joseph Shafran and are being held in a street account at Provident.

3. Held by spouse Marla Shafran

4. Faynne Shafran GST Trust - Joan Shafran and Joseph Shafran are Trustees, they have no beneficial interest. Change reflects the regular distributions to the beneficiaries.

5. Nathan Shafran GST Trust - Joan Shafran and Joseph Shafran are Trustees, they have no beneficial interest. Change reflects the regular distributions to the beneficiaries.

6. The Joseph Shafran Trust, Spouse is Trustee, his children are the benficiaries. Mr. Shafran has no beneficial interest.

7. Held Direct - General Partner of RMS, Ltd.

8. Held Indirect - Held by The Berimore Company as a limited partner of RMS, Ltd.

9. Held Indirect - Powell Partners of which Mr. Shafran is a general partner.

10. Stocks are convertible from Class B Common to Class A Common on a 1-for-1 basis.

11. Immediate - stocks are convertible at any time, there is no fixed exercisable date or expiration date.

Remarks:

The Berrimore Company distributed 200,000 FCE A shares to two of the general partners. Mr. Shafran was not amoung the partners who received a distribution so the entry has been removed from his Form 4.

	Geralyn M. Presti, Attorney-In-Fact for Joseph M. Shafran	12/16/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.