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^*

LARUE DAVID J

(Last)

(First)

(Middle)

(Street)

(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)
	COO of Forest City Commerical

3. Date of Earliest Transaction (Month/Day/Year)
07/09/2003

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	07/09/2003		S		5,000	D	40.4974	0	D	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽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)
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)
2003 Stock Option Grant (right to buy)	31	04/09/2003		A		21,600		03/17/2005⁽⁸⁾	03/17/2013	Class A Common	21,600	$0⁽⁷⁾	21,600	D	⁽⁸⁾⁽⁹⁾⁽¹⁰⁾⁽¹¹⁾

Explanation of Responses:

1. Chief Operating Officer of Forest City Commercial Group, Inc. - a major subsidiary of Forest City Enterprises, Inc.; and Executive Vice President of Forest City Rental Properties Corporation a major subsidiary of Forest City Enterprises, Inc.

2. Shares that are held at street account with Charles Schwabb

3. Other Holdings - Class A Common Stock - Total shares - 37,500 - Held Direct - 2001 Restricted Stock Grant - 25% exercisable on 4/23/2003; 25% exercisable on 4/23/2004; and 50% exercisable on 4/23/2005.

4. Other Holdings - Class A Common Stock - Total shares - 37,500 - Held Direct - 2003 Restricted Stock Grant - 25% exercisable on 3/17/2005; 25% exercisable on 3/17/2006; and 50% exercisable on 3/17/2007.

5. Other Holdings - Class A Common Stock- Total shares - 1,509.1005 - 401k account - Held indirect.

6. Other Holdings - Class B Common Stock - Total shares - 746.9704 - 401k account - Held indirect.

7. Zero value inserted to satisfy program, column is normally left blank for this type of transaction.

8. 2003 Stock Option Grant - 25% exercisable on 3/17/05, 25% exercisable on 3/17/06 and 50% exercisable on 3/17/07. This transaction was previously reported; kept on form to satisfy program.

9. Other Holdings - 1998 Stock Option Grant - Exercise Price - $19.00 - 25% exercisable on 3/18/00, 33% exercisable on 3/18/01, 42% exercisable on 3/18/02 - Class A Common Stock - Total Shares - 9,072 - Held Direct.

10. Other Holdings - 1999 Stock Option Grant - Exercise Price - $14.92 - 25% exercisable on 4/8/01, 25% exercisable on 4/8/02, 50% exercisable on 4/8/03 - Class A Common Stock - Total Shares - 16,200 - Held Direct.

11. Other Holdings - 2001 Stock Option Grant - Exercise Price - $28.53 - 25% exercisable on 3/8/03, 25% exercisable on 3/8/04 and 50% exercisable on 3/8/05 Class A Common Stock - Total Shares - 21,600 - Held Direct.

	Geralyn M. Presti, Attorney-In-Fact for David J. LaRue	07/11/2003
	** 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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