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* OBRIEN ROBERT G (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) CEO, Forest City Finance Corp
	3. Date of Earliest Transaction (Month/Day/Year) 07/22/2005
	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	07/22/2005		G	V	1,100	D	$0	106,248	D(1)
Class A Common Stock	07/22/2005		S		6,546.9971	D	$35.83	99,701	D(1)
Class A Common Stock	07/22/2005		S		800	D	$35.86	98,901	D(1)
Class A common Stock								56,250	D(2)
Class A Common Stock								30,000	D(3)
Class A Common Stock								480	I	See footnote(4)
Class A Common Stock								640	I	See footnote(5)
Class A Common Stock								800	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
1998 Stock Option Grant (right to buy)	$9.5							03/18/2000(7)	03/18/2008	Class A Common	16,000		16,000	D
1999 Stock Option Grant (right to buy)	$7.46							04/08/2001(8)	04/08/2009	Class A Common	31,406		31,406	D
2001 Stock Option Grant (right to buy)	$14.27							03/08/2003(9)	03/08/2011	Class A Common	43,200		43,200	D
2003 Stock Option Grant (right to buy)	$15.5							03/17/2003(10)	03/17/2013	Class A Common	43,200		43,200	D
2005 Stock Option Grant (right to buy)	$31.75							04/06/2007(11)	04/06/2015	Class A Common	25,200		25,200	D(11)

Explanation of Responses:

1. Shares in personal brokerage account at Charles Schwab.

2. 2003 Restricted Stock Option Grant - Original Grant was 37,500 - 25% exercisable 3/17/05; 25% exercisable on 3/17/06; and 50% exercisable on 3/17/07 (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 held by Kathleen O'Brien, daughter.

5. Shares held by Sara Fjorda O'Brien, daughter.

6. Shares held by Robert L. O'Brien, son.

7. 1998 Stock Option Grant - 25% exercisable 3/18/2000; 33% exercisable 3/18/2001; and 42% exercisable 3/18/2002.

8. 1999 Stock Option Grant - 25% exercisable 4/08/2001; 25% exercisable 4/08/2002; and 50% exercisable on 4/08/2003.

9. 2001 Stock Option Grant - 25% exercisable 3/08/2003; 25% exercisable 3/08/2004; and 50% exercisable on 3/08/2005.

10. 2003 Stock Option Grant - 25% exercisable 3/17/2005; 25% exercisable 3/17/2006; and 50% exercisable 3/17/2007.

11. 2005 Stock Option Grant - 25% exercisable 4/06/2007; 25% exercisable 4/06/2008; and 50% exersicable 4/06/2009.

Remarks:

There was a 2-for-1 stock split that took place at the close of business on July 11, 2005. All holdings have been adjusted to reflect the stock split.

	Geralyn M. Presti. Attorney-in-Fact for Robert G. O'Brien	07/26/2005
	** 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).
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