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 BRIAN J

(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)
12/16/2004

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								335,733	I	See foot note⁽¹⁾
Class A Common Stock								139,128	D
Class A Common Stock								1,750	I	See foot note⁽²⁾
Class A Common Stock								75,690	I	See foot note⁽³⁾
Class A Common Stock								23,400	I	See foot note⁽⁴⁾
Class A Common Stock								1,190	I	See foot note⁽⁵⁾
Class A Common Stock								416,127	I	See foot note⁽⁶⁾
Class A Common Stock	12/16/2004		S		670.23	D	$55.1	16,363.37	D
Class A Common Stock	12/16/2004		S		121.86	D	$55.11	16,240.51	D
Class A Common Stock	12/16/2004		S		670.23	D	$55.2	15,570.28	D
Class A Common Stock	12/16/2004		S		670.23	D	$55.35	14,900	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⁽²⁵⁾							08/08/1988⁽²⁵⁾	08/08/1988⁽²⁵⁾	Common Stock	450		450⁽⁷⁾	D
Class B Common - Convertible	$0⁽²⁵⁾							08/08/1988⁽²⁵⁾	08/08/1988⁽²⁵⁾	Common Stock	36,461.4		36,461.4	I	See foot note⁽⁸⁾
Class B Common - Convertible	$0⁽²⁵⁾							08/08/1988⁽²⁵⁾	08/08/1988⁽²⁵⁾	Common Stock	75,690		75,690	I	See foot note⁽⁹⁾
Class B Common - Convertible	$0⁽²⁵⁾							08/08/1988⁽²⁵⁾	08/08/1988⁽²⁵⁾	Common Stock	47,282.88		47,282.88	I	See foot note⁽¹⁰⁾
Class B Common - Convertible	$0⁽²⁵⁾							08/08/1988⁽²⁵⁾	08/08/1988⁽²⁵⁾	Common Stock	157,430		157,430	I	See foot note⁽¹¹⁾
Class B Common - Convertible	$0⁽²⁵⁾							08/08/1988⁽²⁵⁾	08/08/1988⁽²⁵⁾	Common Stock	55,356		55,356	I	See foot note⁽¹²⁾
Class B Common - Convertible	$0⁽²⁵⁾							08/08/1988⁽²⁵⁾	08/08/1988⁽²⁵⁾	Common Stock	13,290		13,290	I	See foot note⁽¹³⁾
Class B Common - Convertible	$0⁽²⁵⁾							08/08/1988⁽²⁵⁾	08/08/1988⁽²⁵⁾	Common Stock	6,405		6,405	I	See foot note⁽¹⁴⁾
Class B Common - Convertible	$0⁽²⁵⁾							08/08/1988⁽²⁵⁾	08/08/1988⁽²⁵⁾	Common Stock	29,196		29,196	I	See foot note⁽¹⁵⁾
Class B Common - Convertible	$0⁽²⁵⁾							08/08/1988⁽²⁵⁾	08/08/1988⁽²⁵⁾	Common Stock	17,619		17,619	I	See foot note⁽¹⁶⁾
Class B Common - Convertible	$0⁽²⁵⁾							08/08/1988⁽²⁵⁾	08/08/1988⁽²⁵⁾	Common Stock	114,300		114,300	I	See foot note⁽¹⁷⁾
Class B Common - Convertible	$0⁽²⁵⁾							08/08/1988⁽²⁵⁾	08/08/1988⁽²⁵⁾	Common Stock	91,045		91,045	I	See foot note⁽¹⁸⁾
Class B Common - Convertible	$0⁽²⁵⁾							08/08/1988⁽²⁵⁾	08/08/1988⁽²⁵⁾	Common Stock	43,198		43,198	I	See foot note⁽¹⁹⁾
Class B Common - Convertible	$0⁽²⁵⁾							08/08/1988⁽²⁵⁾	08/08/1988⁽²⁵⁾	Common Stock	185,260		185,260	I	See foot note⁽²⁰⁾
1998 Stock Option Grant (right to buy)	$19							03/18/2000⁽²¹⁾	03/18/2008	Class A Common	16,200		16,200	D
1999 Stock Option Grant (right to buy)	$14.917							04/08/2001⁽²²⁾	04/08/2009	Class A Common	16,200		4,400	D
2001 Stock Option Grant (right to buy)	$28.533							03/08/2003⁽²³⁾	03/08/2011	Class A Common	16,200		16,200	D
2003 Stock Option Grant (right to buy)	$31							03/17/2005⁽²⁴⁾	03/17/2013	Class A Common	16,200		16,200	D

Explanation of Responses:

1. Brian Ratner Trust dated 1/15/58.

2. Brian Ratner 2001 Trust dated 11/01/01

3. Faye Ratner Trust dated 1/01/79 - for the benefit of Brian Ratner.

4. Emily Ratner (daughter) shares held directly by custodian Brian J. Ratner (father).

5. Albert B. Ratner 1989 Grand Childrens Trust - 595 shares for the benefit of David (son), and 595 shares for the benefit of Emily (daughter). Gift was allocated as 245 shares to David and 245 shares to Emily. Brian Ratner disclaims any beneficial interest.

6. Albert B. Ratner 1986 Remainder Interest Trust - 208,065 shares for the benefit of David (son), and 208,062 shares for the benefit of Emily (daughter). Brian Ratner disclaims any beneficial interest.

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

8. Brian Ratner Trust - limited partnership interest in FCE Management, L.P. a limited partner of RMS, Ltd.

9. Faye Ratner Trust - limited partenrship interest in FCE Managemnet, L.P. a limited partner of RMS, Ltd., for the benefit of Brian Ratner.

10. Brian Ratner 2001 Trust dated 11/01/01.

11. Albert Ratner 1989 Grandchildren Trust - 78,715 shares for the benefit of David (son), and 78,715 shares for the benefit of Emily (daughter) as a limited partner of FCE Managment, L.P., a limited partner of RMS, Ltd. Change in shares due to re-alocation of partnership interest, Trust essentially owns the same number of shares.

12. Held by Emily Ratner (daughter) as a limited partner in RMS, Ltd.

13. Held by David Ratner (son) as a limited partner in RMS, Ltd.

14. Brian Ratner 1986 Family Trust, limited partner in FCE Management, L.P. - 3,203 shares for the benefit of David (son), and 3,202 shares for the benefit of Emily (daughter).

15. Albert Ratner Family Trust - as limited partner in FCE Management, L.P. limited partnership interest in RMS, Ltd., Brian Ratner is Trustee (also reported by Deborah Ratner Salzberg).

16. Albert Ranter 1986 Grandchildren's Trust for the benefit of David (son), as limited partner in RMS.

17. Brian Ratner 1989 Irrevocable Trust - as limited partner in FCE Management, L.P. limited partnership interest in RMS, Ltd., 57,150 shares for the benefit of David (son), and 57,150 shares for the benefit of Emily (daughter). Brian Ratner disclaims any beneficial interest.

18. Albert B. Ratner 1989 Grand Childrens Trust - a limited partnership interest in RMS, Ltd., for the benefit of David (son). Brian Ratner disclaims any beneficial interest. Change in shares due to re-alocation of partnership interest, Trust essentially owns the same number of shares.

19. Albert B. Ratner 1989 Grand Childrens Trust - a limited partnership interest in RMS, Ltd., for the benefit of Emily (daughter). Brian Ratner disclaims any beneficial interest. Change in shares due to re-alocation of partnership interest, Trust essentially owns the same number of shares.

20. Albert B. Ratner 1999 Revocable Trust - limited partnership interest in FCE Management, L.P., a limited partner of RMS, Ltd., 92,630 shares for the benefit of David (son), and 92,630 shares for the benefit of Emily (daughter). Brian Ratner disclaims any benefical interest.

21. 1998 Stock Option Grant - 25% exercisable on 3/18/00; 33% exercisable on 3/18/01; 42% exercisable on 3/18/02.

22. 1999 Stock Option Grant - 25% exercisable on 4/08/01; 255 exercisable on 4/08/02; 50% exercisable on 4/08/03.

23. 2001 Stock Option Grant - 25% exercisable on 3/08/03; 25% exercisable on 3/08/04; 50% exercisable on 3/08/05.

24. 2003 Stock Option Grant - 25% exercisable 3/17/05; 25% exercisable 3/17/06; and 50% exercisable 3/17/07.

25. 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 Brian J. Ratner	12/20/2004
	** 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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