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 RONALD A

(Last)

(First)

(Middle)

50 PUBLIC SQUARE, SUIT 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								3,500	I	See footnote⁽¹⁾
Class A Common Stock								943,512	I	See footnote⁽²⁾
Class A Common Stock								224,294	I	See footnote⁽³⁾
Class A Common Stock								47,268	I	See footnote⁽⁴⁾
Class A Common Stock								48,470	I	See footnote⁽⁵⁾
Class A Common Stock								53,096	I	See footnote⁽⁶⁾
Class A Common Stock								52,484	I	See footnote⁽⁷⁾
Class A Common Stock	12/14/2006		S		100	D	$57.11	73,625	D
Class A Common Stock	12/14/2006		S		100	D	$57.09	73,525	D
Class A Common Stock	12/14/2006		S		200	D	$57.07	73,325	D
Class A Common Stock	12/14/2006		S		1,600	D	$57	71,725	D
Class A Common Stock	12/14/2006		S		1,300	D	$57.01	70,425	D
Class A Common Stock	12/14/2006		S		5,300	D	$57.2	65,125	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⁽²²⁾							08/08/1988⁽²²⁾	08/08/1988⁽²²⁾	Common Stock	900		900⁽⁸⁾	D
Class B Common - Convertible	$0⁽²²⁾							08/08/1988⁽²²⁾	08/08/1988⁽²²⁾	Common Stock	784		784	D
Class B Common - Convertible	$0⁽²²⁾							08/08/1988⁽²²⁾	08/08/1988⁽²²⁾	Common Stock	728,401		728,401	I	See footnote⁽⁹⁾
Class B Common - Convertible	$0⁽²²⁾							08/08/1988⁽²²⁾	08/08/1988⁽²²⁾	Common Stock	94,525		94,525	I	See footnote⁽¹⁰⁾
Class B Common - Convertible	$0⁽²²⁾							08/08/1988⁽²²⁾	08/08/1988⁽²²⁾	Common Stock	114,676		114,676	I	See footnote⁽¹¹⁾
Class B Common - Convertible	$0⁽²²⁾							08/08/1988⁽²²⁾	08/08/1988⁽²²⁾	Common Stock	59,922		59,922	I	See footnote⁽¹²⁾
Class B Common - Convertible	$0⁽²²⁾							08/08/1988⁽²²⁾	08/08/1988⁽²²⁾	Common Stock	11,984		11,984	I	See footnote⁽¹²⁾
Class B Common - Convertible	$0⁽²²⁾							08/08/1988⁽²²⁾	08/08/1988⁽²²⁾	Common Stock	1,800		1,800	I	See footnote⁽¹³⁾
Class B Common - Convertible	$0⁽²²⁾							08/08/1988⁽²²⁾	08/08/1988⁽²²⁾	Common Stock	243,426		243,426	I	See footnote⁽¹⁴⁾
Class B Common - Convertible	$0⁽²²⁾							08/08/1988⁽²²⁾	08/08/1988⁽²²⁾	Common Stock	198,022		198,022	I	See footnote⁽¹⁵⁾
Class B Common - Convertible	$0⁽²²⁾							08/08/1988⁽²²⁾	08/08/1988⁽²²⁾	Common Stock	345,510		345,510	I	See footnote⁽¹⁶⁾
Class B Common - Convertible	$0⁽²²⁾							08/08/1988⁽²²⁾	08/08/1988⁽²²⁾	Common Stock	370,350		370,350	I	See footnote⁽¹⁷⁾
Class B Common - Convertible	$0⁽²²⁾							08/08/1988⁽²²⁾	08/08/1988⁽²²⁾	Common Stock	468,444		468,444	I	See footnote⁽¹⁸⁾
2003 Stock Option Grant (right to buy)	$15.5							03/17/2005⁽¹⁹⁾	03/17/2013	Class A Common	27,000		27,000	D⁽¹⁹⁾
2005 Stock Option Grant (right to buy)	$31.75							04/06/2007⁽²⁰⁾	04/06/2015	Class A Common	25,200		25,200	D⁽²⁰⁾
2006 Stock Option Grant (right to buy)	$46.37							04/04/2008⁽²¹⁾	04/04/2016	Class A Common	25,200		25,200	D⁽²¹⁾

Explanation of Responses:

1. Ronald Ratner 2001 Trust dated, 11/01/01- 1,750 shares for benefit of Matthew (son), and 1,750 shares for benefit of Sarah (daughter) .

2. The Ronald Ratner 1986 Trust Agreement, as modified (Ronald is Trustee)

3. Deborah Ratner Trust - individually trust of spouse, shares held in account at McDonald Investments.

4. Ronald Ratner 1986 Family Trust - for the benefit of Matthew (son) - Ronald Ratner disclaims any beneficial interest.

5. Ronald Ratner 1986 Family Trust - for the benefit of Sarah (daughter) - Ronald Ratner disclaims any beneficial interest.

6. Deborah B. Ratner, Trustee of the Irene Meldon 1998 Irrevocable dated 12/04/1998 - 26,548 shares for benefit of Matthew (son), and 26,548 shares for benefit of Sarah (daughter) - Ronald Ratner disclaims any beneficial interest.

7. Max Ratner Family Trust dated 12/18/1986 - 26,242 shares for benefit of Matthew (son), and 26,242 shares for benefit of Sarah (daughter) - Ronald Ratner disclaims any beneficial interest.

8. General Partnership interest in RMS, Ltd. partnership a 10% sharelholder.

9. The Ronald Ratner 1986 Trust Agreement, as modified (Ronald is Trustee); these shares are held by FCE Management, LP as a limited partner of RMS, Ltd. (limited partnership).

10. Ronald Ratner 2001 Trust dated, 11/01/01- 47,262 shares for benefit of Matthew (son), and 47,263 shares for benefit of Sarah (daughter) .

11. Limited partnership interest in RMS, Ltd. held by son, Matthew.

12. Max Ratner 1986 Family Trust - Ronald Ratner is a Trustee (along with his brothers), and disclaims any beneficial interest. Matthew and Sarah each have a 1/10th beneifical interest (5,992 shares).

13. 1989 Irrevocable Trust - 900 shares for the benefit of Matthew (son), and 900 shares for the benefit of Sarah (daughter).

14. Ronald Ratner 1986 Family Trust - 121,713 shares for the benefit of Matthew (son), and 121,713 for the benefit of Sarah (daughter)- RMS, Ltd. - limited partnership interest - Ronald Ratner disclaims any beneficial interest.

15. Ronald Ratner 1986 Family Trust - 99,011 shares for the benefit of Matthew (son), and 99,011 shares for the benefit of Sarah (daughter) - FCE Management, L.P., limited partnership interest - Ronald Ratner disclaims any beneficial interest.

16. Max Ratner Grandchildren's Trust dated 12/21/1988 - for the benefit of Matthew (son) - RMS, Ltd. - limited partnership interest. - Ronald Ratner disclaims any beneficial interest.

17. Max Ratner Grandchildren's Trust dated 12/21/1988 - for the benefit of Sarah (daughter) - RMS, Ltd. - limited partnership interest. - Ronald Ratner disclaims any beneficial interest.

18. Max Ratner Family 1999 Revocable Trust - 187,378 shares for Matthew (son) beneficiary, and 281,066 shares for Sarah (daughter) beneficiary. Ronald Ratner disclaims any beneficial interest.

19. 2003 Stock Option Grant - 25% exercisable 3/17/05; 25% exercisable 3/17/06; and 50% exercisable 3/17/07.

20. 2005 Stock Option Grant - 25% exercisable 4/06/2007; 25% exercisable 4/06/2008; and 50% exersicable 4/06/2009.

21. 2006 Stock Option Grant - 25% exercisable on 4/04/2008; 25% exercisable on 4/04/2009; and 50% exersicable on 4/04/2010.

22. 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 2 of 2 reporting sales relating to cashless exercise of stock options of Dec. 14, 2006.

	Geralyn M. Presti, Attorney-in-Fact for Ronald A. Ratner	12/18/2006
	** Signature of Reporting Person	Date
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