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)
12/14/2006

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								1,220,966	I	See footnote⁽¹⁾
Class A Common Stock								12,194	I	See footnote⁽²⁾
Class A Common Stock								182,014	I	See footnote⁽³⁾
Class A Common Stock	12/14/2006		M		27,000	A	$14.27	68,300	D
Class A Common Stock	12/14/2006		M		27,000	A	$15.5	95,300	D
Class A Common Stock	12/14/2006		S		1,500	D	$56.73	93,800	D
Class A Common Stock	12/14/2006		S		1,200	D	$56.72	92,600	D
Class A Common Stock	12/14/2006		S		700	D	$56.71	91,900	D
Class A Common Stock	12/14/2006		S		2,100	D	$56.7	89,800	D
Class A Common Stock	12/14/2006		S		900	D	$56.67	88,900	D
Class A Common Stock	12/14/2006		S		300	D	$56.66	88,600	D
Class A Common Stock	12/14/2006		S		200	D	$56.69	88,400	D
Class A Common Stock	12/14/2006		S		1,300	D	$56.74	87,100	D
Class A Common Stock	12/14/2006		S		1,100	D	$56.8	86,000	D
Class A Common Stock	12/14/2006		S		100	D	$56.85	85,900	D
Class A Common Stock	12/14/2006		S		300	D	$56.87	85,600	D
Class A Common Stock	12/14/2006		S		600	D	$56.92	85,000	D
Class A Common Stock	12/14/2006		S		1,600	D	$56.96	83,400	D
Class A Common Stock	12/14/2006		S		200	D	$56.99	83,200	D
Class A Common Stock	12/14/2006		S		2,600	D	$57	80,600	D
Class A Common Stock	12/14/2006		S		100	D	$57.02	80,500	D
Class A Common Stock	12/14/2006		S		100	D	$57.03	80,400	D
Class A Common Stock	12/14/2006		S		600	D	$57.05	79,800	D
Class A Common Stock	12/14/2006		S		600	D	$57.06	79,200	D
Class A Common Stock	12/14/2006		S		400	D	$57.07	78,800	D
Class A Common Stock	12/14/2006		S		1,500	D	$57.08	77,300	D
Class A Common Stock	12/14/2006		S		400	D	$57.11	76,900	D
Class A Common Stock	12/14/2006		S		3,800	D	$57.1	73,100	D
Class A Common Stock	12/14/2006		S		400	D	$56.98	72,700	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⁽¹⁰⁾							08/08/1988⁽¹⁰⁾	08/08/1988⁽¹⁰⁾	Common Stock	784		784	D
Class B Common - Convertible	$0⁽¹⁰⁾							08/08/1988⁽¹⁰⁾	08/08/1988⁽¹⁰⁾	Common Stock	656,258		656,258	I	See footnote⁽⁴⁾
Class B Common - Convertible	$0⁽¹⁰⁾							08/08/1988⁽¹⁰⁾	08/08/1988⁽¹⁰⁾	Common Stock	59,922		59,922	I	See footnote⁽⁵⁾
2001 Stock Option Grant (right to buy)	$14.27	12/14/2006		M			27,000	03/08/2003⁽⁶⁾	03/08/2011	Class A Common	27,000	$0	0	D
2003 Stock Option Grant (right to buy)	$15.5	12/14/2006		M			27,000	03/17/2005⁽⁷⁾	03/17/2013	Class A Common	54,000	$0	27,000	D
2005 Stock Option Grant (right to buy)	$31.75							04/06/2007⁽⁸⁾	04/06/2015	Class A Common	25,200		25,200	D⁽⁸⁾
2006 Stock Option Grant (right to buy)	$46.37							04/04/2008⁽⁹⁾	04/04/2016	Class A Common	25,200		25,200	D⁽⁹⁾

Explanation of Responses:

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

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

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

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

5. 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.

6. 2001 Stock Option Grant - 25% exercisable 3/08/2003; 25% exercisable 3/08/2004; and 50% exercisable 3/08/2005.

7. 2003 Stock Option Grant - 25% exercisable 3/17/05; 25% exercisable 3/17/06; and 50% exercisable 3/17/07.

8. 2005 Stock Option Grant - 25% exercisable 4/06/2007; 25% exercisable 4/06/2008; and 50% exersicable 4/06/2009.

9. 2006 Stock Option Grant - 25% exercisable on 4/04/2008; 25% exercisable on 4/04/2009; and 50% exersicable on 4/04/2010.

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:

Filing 1 of 2 reporting sales relating to cashless exercise of stock options of Dec. 14, 2006.

	Geralyn M. Presti, Attorney-in-Fact for James A. Ratner	12/18/2006
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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