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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* Grimm David M (Last) (First) (Middle) 1300 SOUTH MOPAC EXPRESSWAY 3-SOUTH (Street) AUSTIN TX 78746 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Forestar Real Estate Group Inc. [ FOR ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Chief Administrative Officer
	3. Date of Earliest Transaction (Month/Day/Year) 12/14/2007
	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
Common Stock	12/14/2007	12/14/2007	J		460(1)	A	$0.00	460(2)	D
Common Stock	12/14/2007	12/14/2007	J		397(1)	A	$0.00	397(3)	I	By Trustee 401(k) Plan

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
Option (right to buy)(4)(5)	$18.05	12/14/2007	12/14/2007	J		666		02/01/2003	02/01/2012	Common Stock	666	$0.00	666	D
Option (right to buy)(5)(6)	$11.9	12/14/2007	12/14/2007	J		533		08/01/2004	08/01/2013	Common Stock	533	$0.00	533	D
Option (right to buy)(5)(7)	$20.41	12/14/2007	12/14/2007	J		399		02/06/2006	02/06/2014	Common Stock	399	$0.00	399	D
Option (right to buy)(5)(8)	$27.46	12/14/2007	12/14/2007	J		532		02/04/2006	02/04/2015	Common Stock	532	$0.00	532	D
Option (right to buy)(5)(9)	$36.59	12/14/2007	12/14/2007	J		1,708		02/03/2007	02/03/2016	Common Stock	1,708	$0.00	1,708	D
Option (right to buy)(5)(10)	$41.29	12/14/2007	12/14/2007	J		1,708		02/02/2008	02/02/2017	Common Stock	1,708	$0.00	1,708	D
Restricted(1)	(11)	12/14/2007	12/14/2007	J		700		(11)	(11)	Common Stock	700	$0.00	700	D
Restricted(1)	(12)	12/14/2007	12/14/2007	J		700		(12)	(12)	Common Stock	700	$0.00	700	D

Explanation of Responses:

1. Shares acquired in a pro rata distribution by Temple-Inland Inc. through a spin-off effective December 28, 2007.

2. In accordance with the Rights Agreement adopted by the Company on December 11, 2007, Preferred Stock Purchase Rights are deemed to be attached to the shares of Common Stock.

3. Reporting Person acquired additional shares through on-going acquisitions under 401(k) plan. By trustee of the Temple-Inland Salaried Savings Plan according to the latest report of the Plan Administrator. (Note: Trustee uses unit accounting; therefore, share equivalents may fluctuate slightly from month to month.)

4. Options Vesting Schedule for Options Granted 02/04/2002 - Exercise price is $18.05: Options Exerciserable 02/01/2006 - 666.

5. Shares acquired in a pro rata distribution by Temple-Inland Inc. through a spin-off on or around December 28, 2007. Option exercise price shown is Temple-Inland Inc.'s exercise price that will be adjusted to reflect Forestar Real Estate Group Inc.'s option exercise price upon the spin-off and pro rata distribution of shares on or around December 28, 2007.

6. Options Vesting Schedule for Options Granted 08/01/2003 - Exercise price is $11.90: Options Exerciserable 08/01/2007 - 533.

7. Options Vesting Schedule for Options Granted 02/06/2004 at an exercise price of $20.41: Options Exerciserable 02/06/2007 - 266; Options Exerciserable 02/06/2008 - 133.

8. Option Vesting Schedule for Options Granted 02/04/2005 at an exercise price of $27.46: Options exercisable 02/04/2007 - 266; Options exercisable 02/04/2008 - 133; Options exercisable 02/04/2009 - 133.

9. Options Vesting Schedule for Options Granted 02/03/2006 at an exercise price of $36.59: Options Exerciserable 02/03/2007 - 427; Options Exerciserable 02/03/2008 - 427; Options Exerciserable 02/03/2009 - 427; and Options Exerciserable 02/03/2010 - 427.

10. Options Vesting Schedule for Options Granted 02/02/2007 at an exercise price of $41.29: Options Exerciserable 02/02/2008 - 427; Options Exerciserable 02/02/2009 - 427; Options Exerciserable 02/02/2010 - 427; and Options Exerciserable 02/02/2011 - 427.

11. Restricted Shares granted on 02/03/2006 will vest effective 02/03/2009. Restricted Shares will be settled for cash based on the fair market value on the vesting date.

12. Restricted Shares granted on 02/02/2007 will vest effective 02/02/2010. Restricted Shares will be settled for cash based on the fair market value on the vesting date.

Remarks:

	David M. Grimm	12/18/2007
	** 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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