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^*

RATNER ALBERT B

(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)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Co-Chairman of the Board

3. Date of Earliest Transaction (Month/Day/Year)
07/21/2005

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)
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								10,000	I	See footnote.⁽¹⁾
Class A Common Stock	07/21/2005		S		125,000	D	$35.9	1,539,514	I	See footnote⁽²⁾
Class A Common Stock	07/22/2005		S		275,000	D	$35.75	1,264,514	I	See footnote⁽²⁾
Class A Common Stock								90	D⁽³⁾
Class A Common Stock								1,925.74	I	401k Plan⁽⁴⁾
Class A Common Stock								369,172	I	See footnote⁽⁵⁾

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⁽¹⁰⁾	08/08/1988⁽¹⁰⁾	Common Stock	443,550		443,550	I	See footnote⁽⁶⁾
Class B Common - Convertible	$0⁽¹⁰⁾							08/08/1988⁽¹⁰⁾	08/08/1988⁽¹⁰⁾	Common Stock	1,000,000		1,000,000	I	See footnote⁽⁷⁾
Class B Common - Convertible	$0⁽¹⁰⁾							08/08/1988⁽¹⁰⁾	08/08/1988⁽¹⁰⁾	Common Stock	900		900	I	See footnote⁽⁸⁾
Class B Common - Convertible	$0⁽¹⁰⁾							08/08/1988⁽¹⁰⁾	08/08/1988⁽¹⁰⁾	Common Stock	7,826		7,826	I	See footnote⁽⁹⁾

Explanation of Responses:

1. Audrey G. Ratner, trustee, under declaration of Trust dated June 15, 1993.

2. Held in the 1986 Remainder Interest Trust (Albert Ratner retains an income interest for lilfe. Trustees are Charles Ratner and James Ratner.

3. Direct street account for Albert & Audrey Ratner.

4. 401k Plan - Class A Common shares - change in value due to contributions and normal distributions over the course of the year.

5. Albert B. Ratner Revocable Trust dated 12/18/1987

6. FCE Mangement, L.P. (a limited partner of RMS, Ltd.) - held by Albert B. Ratner Revocable Trust dated 12/18/1987 a limited partner.

7. RMS, Ltd - held by Albert B. Ratner Revocable Trust dated 12/18/1987 a limited partner.

8. Held by spouse.

9. 401k Plan - Class B Common shares - change in value due to normal distributions over the course of the year.

10. Class B Common Stock is convertible to Class A Common Stock on a share -for -share basis; stock are convertible at any time - there is no fixed exercise date or expiration date. Class B Common shares are being moved to Table II since they are convertible at fixed price and thus treated as derivative securities.

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 Albert B. Ratner	07/25/2005
	** 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).
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