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 JAMES A

(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)
	Executive Vice President

3. Date of Earliest Transaction (Month/Day/Year)
10/15/2004

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								684,164	I	See footnote⁽¹⁾
Class A Common Stock								1,750	I	See footnote⁽²⁾
Class A Common Stock								350,103	I	See footnote⁽³⁾
Class A Common Stock								6,097	I	See footnote⁽⁴⁾
Class A Common Stock								51,941	I	See footnote⁽⁵⁾
Class A Common Stock								10,800	I	See footnote⁽⁶⁾
Class A Common Stock								17,730	I	See footnote⁽⁷⁾
Class A Common Stock								13,120	I	See footnote⁽⁸⁾
Class A Common Stock								43,763	I	See footnote⁽⁹⁾
Class A Common Stock								130,201	I	See footnote⁽¹⁰⁾
Class A Common Stock	10/15/2004		M		27,000	A	$9.583	27,000	D
Class A Common Stock	10/15/2004		M		20,250	A	$14.917	47,250	D
Class A Common Stock	10/15/2004		S		22,111	D	$54.9146	25,139	D

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⁽²⁶⁾							08/08/1988⁽²⁶⁾	08/08/1988⁽²⁶⁾	Common Stock	392		392	D
Class B Common - Convertible	$0⁽²⁶⁾							08/08/1988⁽²⁶⁾	08/08/1988⁽²⁶⁾	Common Stock	328,587		328,587	I	See footnote⁽¹¹⁾
Class B Common - Convertible	$0⁽²⁶⁾							08/08/1988⁽²⁶⁾	08/08/1988⁽²⁶⁾	Common Stock	44,769.1		44,769.1	I	See footnote⁽¹²⁾
Class B Common - Convertible	$0⁽²⁶⁾							08/08/1988⁽²⁶⁾	08/08/1988⁽²⁶⁾	Common Stock	29,961		29,961	I	See footnote⁽¹³⁾
Class B Common - Convertible	$0⁽²⁶⁾							08/08/1988⁽²⁶⁾	08/08/1988⁽²⁶⁾	Common Stock	68,559		68,559	I	See footnote⁽¹⁴⁾
Class B Common - Convertible	$0⁽²⁶⁾							08/08/1988⁽²⁶⁾	08/08/1988⁽²⁶⁾	Common Stock	48,177		48,177	I	See footnote⁽¹⁵⁾
Class B Common - Convertible	$0⁽²⁶⁾							08/08/1988⁽²⁶⁾	08/08/1988⁽²⁶⁾	Common Stock	30,553		30,553	I	See footnote⁽¹⁶⁾
Class B Common - Convertible	$0⁽²⁶⁾							08/08/1988⁽²⁶⁾	08/08/1988⁽²⁶⁾	Common Stock	27,675		27,675	I	See footnote⁽¹⁷⁾
Class B Common - Convertible	$0⁽²⁶⁾							08/08/1988⁽²⁶⁾	08/08/1988⁽²⁶⁾	Common Stock	2,996		2,996	I	See footnote⁽¹⁸⁾
Class B Common - Convertible	$0⁽²⁶⁾							08/08/1988⁽²⁶⁾	08/08/1988⁽²⁶⁾	Common Stock	100,599		100,599	I	See footnote⁽¹⁹⁾
Class B Common - Convertible	$0⁽²⁶⁾							08/08/1988⁽²⁶⁾	08/08/1988⁽²⁶⁾	Common Stock	130,117		130,117	I	See footnote⁽²⁰⁾
1996 Stock Option Grant (right to buy)	$9.583	10/15/2004		M			27,000	09/10/1998⁽²¹⁾	09/10/2006	Class A Common	27,000	$9.583	0	D
1998 Stock Option Grant (right to buy)	$19							03/18/2000⁽²²⁾	03/18/2008	Class A Common	27,000		27,000	D
1999 Stock Option Grant (right to buy)	$14.917	10/15/2004		M			20,250	04/08/2001⁽²³⁾	04/08/2009	Class A Common	27,000	$14.917	6,750	D
2001 Stock Option Grant (right to buy)	$28.533							03/08/2003⁽²⁴⁾	03/08/2011	Class A Common	27,000		27,000	D
2003 Stock Option Grant (right to buy)	$31							03/17/2005⁽²⁵⁾	03/17/2013	Class A Common	27,000		27,000	D

Explanation of Responses:

1. James Ratner Revocable Trust dated 12/04/1981.

2. James Ratner 2001 Trust.

3. Max Ratner 1986 Remainder Interest Trust - James Ratner is a trustee (along with his brothers)

4. Held by spouse at street account with McDonald Investment.

5. James Ratner 1986 Family Trust for the benefit of Daniel (son). James Ratner disclaims any beneficial interest.

6. Daniel G. Ratner Trust II - 12/05/1983

7. Daniel G. Ratner 1993 Trust.

8. Max Ratner 1986 Family Trust dated 12/18/1986 - for the benefit of Daniel (son).

9. Max Ratner Remainder Interest Trust - for the benefit of Daniel (son).

10. Max Ratner 1986 Family Trust - dated 12/18/86, James Ratner is trustee along with his brother.

11. Held as a limited partner in FCE Management, L.P., a limited partnership that is a limited partner in RMS, Ltd.

12. James Ratner 2001 Trust.

13. Max Ratner 1986 Family Trust - held as a limited partner of RMS, Ltd., James Ratner is a trustee, along with his brothers. James Ratner disclaims any beneficial interest.

14. James Ratner 1986 Family Trust - limited partnership interest in FCE Management, L.P. a limited partner of RMS, Ltd., limited partnership; for the benefit of Daniel Ratner (son). James Ratner disclaims any beneficial interest.

15. Daniel Ratner (son) limited partner interest in RMS, Ltd., limited partnership. James Ratner disclaims any benefical interest.

16. James Ratner 1986 Family Trust - trust is a limited partner in RMS, Ltd. a limited partnership; for the benefit of Daniel Ranter (son). James Ratner disclaims any benefical interest.

17. Daniel G. Ratner Trust II - 12/05/1983

18. Max Ratner Family Trust - for the benefit of Daniel (son). James Ratner disclaims any beneficial interest.

19. Max Ratner 1988 Grandchildren's Trust - for the benefit of Daniel (son). James Ratner disclaims any beneficial interest.

20. Max Ratner 1999 Family Revocable Trust - for the benefit of Daniel (son). James Ratner disclaims any beneficial interest.

21. 1996 Stock Option Grant - 25% exercisable 9/10/1998; 25% exercisable 9/10/1999; and 50% exercisable 9/10/00.

22. 1998 Stock Option Grant - 25% exercisable 3/18/2000; 33% exercisable 3/18/2001; and 42% exercisable 3/18/02.

23. 1999 Stock Option Grant - 25% exercisable 4/08/2001; 25% exercisable 4/08/2002; and 50% exercisable 4/08/2003.

24. 2001 Stock Option Grant - 25% exercisable 3/08/2003; 25% exercisable 3/08/2004; and 50% exercisable 3/08/2005.

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

26. 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:

	Geralyn M. Presti, Attorney-in-Fact for James A. Ratner	10/19/2004
	** 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).
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