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^*

OBRIEN ROBERT G

(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)
	Pres. of Forest City Finance

3. Date of Earliest Transaction (Month/Day/Year)
04/27/2004

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 Stock	04/27/2004		S		200	D	$53.2	40,613	D⁽¹⁾⁽²⁾⁽⁹⁾
Class A Common Stock	04/27/2004		S		9,175	D	$52.5	31,438	D⁽¹⁾
Class A Common Stock								18,750	D⁽²⁾
Class A common Stock								37,500	D⁽³⁾

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)
1996 Stock Option Grant (right to buy)	$9.583							09/10/1998⁽⁴⁾	09/10/2006	Class A Common	1,700		1,700	D
1998 Stock Option Grant	$19							03/18/2000⁽⁵⁾	03/18/2008	Class A Common	11,700		11,700	D
1999 Stock Option Grant (right to buy)	$14.92							04/08/2001⁽⁶⁾	04/08/2009	Class A Common	21,599		21,599	D
2001 Stock Option Grant (right to buy)	$28.53							03/08/2003⁽⁷⁾	03/08/2011	Class A Common	21,600		21,600	D
2003 Stock Option Grant (right to buy)	$31							03/17/2005⁽⁸⁾	03/17/2013	Class A Common	21,600		21,600	D

Explanation of Responses:

1. Shares in personal brokerage account at Charles Schwab.

2. 2001 Restricted Stock Option Grant - Original Grant was 37,500 shares -25% exercisable on 4/23/03; 25% exercisable on 4/23/04; and 50% exercisable on 4/23/05. (9,375 shares vested 4/23/03; 9,375 shares vested 4/23/04 were moved to Charles Schwab account)

3. 2003 Restricted Stock Option Grant - Original Grant was 37,500 shares -25% exercisable on 3/17/05; 25% exercisable on 3/17/06; and 50% exercisable on 3/17/07.

4. 1996 Stock Option Grant - 25% exercisable 9/10/98; 25% Execisable on 9/10/99; and 50% exercisable on 9/10/00.

5. 1998 Stock Option Grant - 25% exercisable 3/18/00; 33% exercisable on 3/18/01; and 42% exercisable on 3/18/02.

6. 1999 Stock Option Grant - 25% exercisable on 4/08/01; 25% exercisable 4/08/02; and 50% exercisable on 4/08/03.

7. 2001 Stock Option Grant - 25% exercisable on 3/08/03; 25% exercisable 3/08/04; and 50% exercisable on 3/08/05.

8. 2003 Stock Option Grant - 25% exercisable 3/17/05; 25% exercisable on 3/17/06; and 50% exercisable on 3/17/07

9. 2001 Restricted Stock Option Grant - 9,375 shares vested 4/23/04, taxes paid and shares were moved to Charles Schwab account.

Remarks:

	Geralyn M. Presti. Attorney-in-Fact for Robert G. O'Brien	04/29/2004
	** 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.