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)
50 PUBLIC SQUARE, SUITE 1100
(Street)
CLEVELAND OH 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)
Director 10% Owner
X Officer (give title below) Other (specify below)
COO of Forest City Commercial
3. Date of Earliest Transaction (Month/Day/Year)
03/17/2005
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)
Code V Amount (A) or (D) Price
Class A Common Stock 03/17/2005 J(3) V 6,380 A $0 6,380 D(1)
Class A Common Stock 18,750 D(2)
Class A Common Stock 03/17/2005 J(3) V 6,380 D $0 31,120 D(3)
Class A Common Stock 03/17/2005 S(3) 2,995 D $65.26 28,125 D(3)
Class A Common Stock 1,512 I 401k Plan(4)
Class A Common Stock 360 I See foot note(5)
Class A Common Stock 200 I See foot note(6)
Class A Common Stock 240 I See foot note(7)
Class A Common Stock 320 I See foot note(8)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1998 Stock Option Grant (right to buy) $19 03/18/2000 03/18/2008(9) Class A Common Stock 9,072 9,072 D
1999 Stock Option Grant (right to buy) $14.92 04/08/2001 04/08/2009(10) Class A Common Stock 16,200 16,200 D
2001 Stock Option Grant (right to buy) $28.53 03/08/2003 03/08/2011(11) Class A Common Stock 21,600 21,600 D
2003 Stock Option Grant (right to buy) $31 03/17/2005 03/17/2013(12) Class A Common Stock 21,600 21,600 D
Class B Common - Convertible $0(13) 08/08/1988(14) 08/08/1988(14) Common Stock 740 740 I 401k Plan(15)
Explanation of Responses:
1. Shares are held in street account with Charles Schwab.
2. 2001 Restricted Stock Grant - 25% exercisable on 4/23/2003; 25% exercisable on 4/23/2004; and 50% exercisable on 4/23/2005 (exercised 50% - 18,750 shares represents the remaining 50%).
3. 2003 Restricted Stock Grant - 25% exercisable on 3/17/2005; 25% exercisable on 3/17/2006; and 50% exercisable on 3/17/2007. (9,375 vested 3/17/05 of those shares 2,995 were sold back to Forest City Enterprises, Inc. and the remaining 6,380 were transferred to personal account at Charles Schwab)
4. Shares in 401k account adjusted to reflect current holdings after plan conversion.
5. Shares are owned by Tessa M. LaRue, daughter of David LaRue; held in street account with Charles Schwab.
6. Shares are owned by Anna Kathryn LaRue, daughter of David LaRue; held in street account with Charles Schwab.
7. Shares are owned by Andre LaRue, son of David LaRue; held in street account with Charles Schwab.
8. Shares are owned by Paul Anthony LaRue, son of David LaRue; held in Cindy LaRue's (mother) street account with Charles Schwab.
9. 1998 Stock Option Grant - 25% exercisable on 3/18/2000; 33% exercisable on 3/18/2001; and 42% exercsiable on 3/18/2002.
10. 1999 Stock Option Grant - 25% exercisable on 4/08/2001; 25% exercisable on 4/08/2002; and 50% exercisable on 4/08/2003.
11. 2001 Stock Option Grant - 25% exercisable on 3/08/2003; 25% exercisable on 3/08/2004; and 50% exercisable on 3/08/2005.
12. 2003 Stock Option Grant - 25% exercisable on 3/17/2005; 25% exercisabel on 3/17/2006; and 50% exercisable on 3/17/2007.
13. Stocks are convertible from Class B to Class A on a 1-for-1 basis.
14. Immediate - stocks are convertible at any time, there is no fixed exercisable date or expiration date.
15. Shares in 401k accounts adjusted to reflect current holdings after plan conversion. Class B 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 David J. LaRue 03/21/2005
** 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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