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

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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^*

LARUE DAVID J

(Last)

(First)

(Middle)

50 PUBLIC SQUARE, SUITE 1100

(Street)

CLEVELAND

44113

(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	10% Owner
X	Officer (give title below)	Other (specify below)
	COO of Forest City Commercial

3. Date of Earliest Transaction (Month/Day/Year)
08/13/2003

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 Stock	08/13/2003		S		5,525	D	$41.22	3,850	D	⁽¹⁾⁽²⁾
Class A Common Stock	08/13/2003		S		350	D	$41.16	3,500	D	⁽²⁾
Class A Common Stock	08/14/2003		S		2,300	D	$41	1,200	D	⁽²⁾
Class A Common Stock	08/15/2003		S		1,200	D	$41	0	D	⁽²⁾
Class A Common Stock								28,125	D	⁽³⁾
Class A Common Stock								37,500	D	⁽⁴⁾
Class A Common Stock								1,509.1005	I	401k Plan
Class B Common Stock								746.9704	I	401k Plan

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)
1998 Stock Option Grant (right to buy)	$19							03/18/2000	03/18/2008⁽⁵⁾	Class A Common Stock	9,072		9,072	D
1999 Stock Option Grant (right to buy)	$14.92							04/08/2001	04/08/2009⁽⁶⁾	Class A Common Stock	16,200		16,200	D
2001 Stock Option Grant (right to buy)	$28.53							03/08/2003	03/08/2011⁽⁷⁾	Class A Common Stock	21,600		21,600	D
2003 Stock Option Grant (right to buy)	$31							03/17/2005	03/17/2013⁽⁸⁾	Class A Common Stock	21,600		21,600	D

Explanation of Responses:

1. Chief Operating Officer of Forest City Commerical Group, Inc. - a major subsidiary of Forest City Enterprises, Inc.; and Executive Vice President of Forest City Rental Properties Corporation a major subsidiary of Forest City Enterprises, Inc.

2. Shares that are held at street account with Charles Schwab

3. 2001 Restricted Stock Grant - 25% exercisable on 4/23/2003; 25% exercisable on 4/23/2004; and 50% exercisable on 4/23/2005 (exercised 25% - 28,125 shares represents the remaining 75%).

4. 2003 Restricted Stock Grant - 25% exercisable on 3/17/2005; 25% exercisable on 3/17/2006; and 50% exercisable on 3/17/2007.

5. 1998 Stock Option Grant - 25% exercisable on 3/18/2000; 33% exercisable on 3/18/2001; and 42% exercsiable on 3/18/2002.

6. 1999 Stock Option Grant - 25% exercisable on 4/08/2001; 25% exercisable on 4/08/2002; and 50% exercisable on 4/08/2003.

7. 2001 Stock Option Grant - 25% exercisable on 3/08/2003; 25% exercisable on 3/08/2004; and 50% exercisable on 3/08/2005.

8. 2003 Stock Option Grant - 25% exercisable on 3/17/2005; 25% exercisabel on 3/17/2006; and 50% exercisable on 3/17/2007.

Remarks:

	Patricia A. Comai, Attorney-in-fact for David J. LaRue	08/15/2003
	** 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.
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