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
X	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 OH 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) 06/21/2005
	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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	06/21/2005		S		6,380	D	$66.25	11,481	D(1)
Class A Common Stock								28,125	D(2)
Class A Common Stock								15,000	D(3)
Class A Common Stock								1,512	I	401k Plan(4)
Class A Common Stock								360	I	See foot note(5)
Class A Common Stock								200	I	See foot note(6)
Class A Common Stock								240	I	See foot note(7)
Class A Common Stock								320	I	See foot note(8)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
1998 Stock Option Grant (right to buy)	$19							03/18/2000(9)	03/18/2008	Class A Common Stock	9,072		9,072	D
1999 Stock Option Grant (right to buy)	$14.92							04/08/2001(10)	04/08/2009	Class A Common Stock	16,200		16,200	D
2001 Stock Option Grant (right to buy)	$28.53							03/08/2003(11)	03/08/2011	Class A Common Stock	21,600		21,600	D
2003 Stock Option Grant (right to buy)	$31							03/17/2005(12)	03/17/2013	Class A Common Stock	21,600		21,600	D
2005 Stock Option Grant (right to buy)	$63.5							04/06/2007(13)	04/06/2015	Class A Common	12,600		12,600	D(13)
Class B Common - Convertible	$0(14)							08/08/1988(15)	08/08/1988(15)	Common Stock	740		740	I	401k Plan(16)

Explanation of Responses:

1. Shares are held in street account with Charles Schwab.

2. 2003 Restricted Stock Grant - 25% exercisable on 3/17/2005; 25% exercisable on 3/17/2006; and 50% exercisable on 3/17/2007. (exercised 25% of original grant; 28,125 shares represents the remaining 75%)

3. 2005 Restricted Stock Grant - 25% exercisable on 4/06/2007; 25% exercisable on 4/06/2008; and 50% exercisable on 4/06/2009.

4. Shares in 401k account.

5. Shares are owned by Tessa M. LaRue, daughter of David LaRue; held in street account with Charles Schwab.

6. Shares are owned by Anna Kathryn LaRue, daughter of David LaRue; held in street account with Charles Schwab.

7. Shares are owned by Andre LaRue, son of David LaRue; held in street account with Charles Schwab.

8. Shares are owned by Paul Anthony LaRue, son of David LaRue; held in Cindy LaRue's (mother) street account with Charles Schwab.

9. 1998 Stock Option Grant - 25% exercisable 3/18/2000; 33% exercisable 3/18/2001; and 42% exercsiable 3/18/2002.

10. 1999 Stock Option Grant - 25% exercisable 4/08/2001; 25% exercisable 4/08/2002; and 50% exercisable 4/08/2003.

11. 2001 Stock Option Grant - 25% exercisable 3/08/2003; 25% exercisable 3/08/2004; and 50% exercisable 3/08/2005.

12. 2003 Stock Option Grant - 25% exercisable 3/17/2005; 25% exercisable 3/17/2006; and 50% exercisable 3/17/2007.

13. 2005 Stock Option Grant - 25% exercisable 4/06/2007; 25% exercisable 4/06/2008; and 50% exersicable 4/06/2009.

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

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

16. Shares in 401k.

Remarks:

	Geralyn M. Presti, Attorney-in-fact for David J. LaRue	06/22/2005
	** 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.