SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549



                                  SCHEDULE 13G/A
                    UNDER THE SECURITIES EXCHANGE ACT OF 1934
                                (AMENDMENT NO. 19)


                             FOREST CITY ENTERPRISES
             ------------------------------------------------------
                                 (NAME OF ISSUER)


               CLASS A COMMON STOCK, $.33 1/3 PAR VALUE PER SHARE
             ------------------------------------------------------
                          (TITLE OF CLASS OF SECURITIES)


                                    345550107
             ------------------------------------------------------
                                 (CUSIP NUMBER)

     Check the  appropriate  box to  designate  the rule  pursuant to which this
Schedule is filed:

[X]  Rule 13d-1(b)

[ ]  Rule 13d-1(c)

[ ]  Rule 13d-1(d)


The  remainder  of this cover page shall be filled out for a reporting  person's
initial filing on this form with respect to the subject class of securities, and
for any  subsequent  amendment  containing  information  which  would  alter the
disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the  Securities  Exchange  Act of
1934 ("Act") or otherwise  subject to the liabilities of that section of the Act
but  shall be  subject  to all other  provisions  of the Act  (however,  see the
notes).





- - ------------------------------------------------------------------------------
  1   NAME OF REPORTING PERSONS
      S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

      THIRD AVENUE MANAGEMENT LLC

      (EIN 01-0690900)

- - ------------------------------------------------------------------------------
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  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
       (a)  [  ]
       (b)  [  ]
- - ------------------------------------------------------------------------------
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  3   SEC USE ONLY

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  4   CITIZENSHIP OR PLACE OF ORGANIZATION

      DELAWARE LIMITED LIABILITY COMPANY

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- - ------------------------------------------------------------------------------
                   5 SOLE VOTING POWER

                           4,906,172
   NUMBER OF     ---------------------------------------------------------------
                 ---------------------------------------------------------------
     SHARES        6  SHARED VOTING POWER
  BENEFICIALLY
    OWNED BY               NONE
                 ---------------------------------------------------------------
                 ---------------------------------------------------------------
      EACH         7  SOLE DISPOSITIVE POWER
   REPORTING
     PERSON                5,894,740

                 ---------------------------------------------------------------
                 ---------------------------------------------------------------
      WITH        8   SHARED DISPOSITIVE POWER

                           NONE
- - ------------------------------------------------------------------------------
- - ------------------------------------------------------------------------------
 9    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
      PERSON

           5,894,740
- - ------------------------------------------------------------------------------
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 10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
      CERTAIN SHARES*
             [    ]

- - ------------------------------------------------------------------------------
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 11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

           16.3%
- - ------------------------------------------------------------------------------
- - ------------------------------------------------------------------------------
 12   TYPE OF REPORTING PERSON*

           IA
- - ------------------------------------------------------------------------------

ITEM 1.

     (A) NAME OF ISSUER:

         Forest City Enterprises (the "Issuer").

     (B) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES OR,IF NONE, RESIDENCE:

         Terminal Tower, 50 Public Square, Suite 1100, Cleveland, OH 44113

ITEM 2.

     (A) NAME OF PERSON FILING:

     This schedule is being filed by Third Avenue  Management LLC ("TAM").  (TAM
is sometimes referred to hereinafter as "Filer").

     (B) ADDRESS OF PRINCIPAL BUSINESS OFFICE:

     The address of the principal executive office of TAM is:
     622 Third Avenue, 32nd Floor, New York, New York 10017.

     (C) CITIZENSHIP:

     The  citizenship  or place of  organization  of the reporting  person is as
follows:

         Delaware Limited Liability Company.

     (D) TITLE OF CLASS OF SECURITIES:

         Class A Common Stock, $.33 1/3 par value per share.

     (E) CUSIP NUMBER:

         345550107

ITEM 3. IF THIS  STATEMENT  IS  BEING  FILED  PURSUANT  TO  RULES  13D-1(B),  OR
13D-2(B), CHECK WHETHER THE PERSON FILING IS A:

         (E) Investment  Adviser  registered under section 203 OF THE INVESTMENT
ADVISERS ACT OF 1940 (TAM).

ITEM 4.  OWNERSHIP.

     (a) & (b) TAM beneficially owns 5,894,740 shares, or 16.3% of the class of
securities of the issuer.

           (c)    (i) 4,906,172

                 (ii) Not applicable.

                (iii) 5,894,740

                 (iv) Not applicable.

ITEM 5.  OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.

     If this  statement  is being  filed to report  the fact that as of the date
hereof the reporting  person has ceased to be the beneficial  owner of more than
five percent of the class of securities, check the following [ ].

ITEM 6.  OWNERSHIP  OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.

     Third Avenue  Small-Cap Value Portfolio of the Met Investors  Series Trust,
an investment  company  registered under the Investment Company Act of 1940, has
the right to receive  dividends from, and the proceeds from the sale of, 147,800
of the shares reported by TAM, Third Avenue  Small-Cap Value Fund, an investment
company  registered  under the Investment  Company Act of 1940, has the right to
receive dividends from, and the proceeds from the sale of, 374,600 of the shares
reported by TAM, Third Avenue Value Fund, an investment company registered under
the Investment Company Act of 1940, has the right to receive dividends from, and
the proceeds from the sale of,  1,766,514 of the shares  reported by TAM,  Third
Avenue Real Estate  Value  Fund,  an  investment  company  registered  under the
Investment Company Act of 1940, has the right to receive dividends from, and the
proceeds from the sale of, 1,373,300 of the shares reported by TAM, Third Avenue
Value  Portfolio of the  Aegon/Transamerica  Series Fund, an investment  company
registered  under the  Investment  Company Act of 1940, has the right to receive
dividends  from,  and the  proceeds  from  the sale of,  216,650  of the  shares
reported by TAM,  AXP  Partners  Small Cap Value  Fund,  an  investment  company
registered  under the  Investment  Company Act of 1940, has the right to receive
dividends  from,  and the  proceeds  from  the sale of,  201,763  of the  shares
reported by TAM,  Third  Avenue Value  Portfolio  of the Third  Avenue  Variable
Series Trust, an investment  company registered under the Investment Company Act
of 1940, has the right to receive dividends from, and the proceeds from the sale
of 131,050 of the shares reported by TAM, AXP Variable Portfolio Partners Small
Cap Value Fund, an investment company registered under the Investment Company
Act of 1940, has the right to receive dividends from, and the proceeds from the
sale of 31,500 of the shares reported by TAM,  SunAmerica Style Select Series
Focused Multi-Cap Value Fund, an investment  company  registered under the
Investment Company Act of 1940, has the right to receive  dividends  from, and
the proceeds from the sale of 660,850 of the shares reported by TAM,  SunAmerica
Seasons Series Focus Value Portfolio, an investment  company  registered under
the Investment Company Act of 1940, has the right to receive dividends from, and
the proceeds from the sale of 46,950 of the  shares reported  by TAM, and
Touchstone Third Avenue Value Fund of the Touchstone Variable Series Trust, an
investment company registered under the Investment Company Act of 1940, has the
right to receive dividends from, and the proceeds  from the sale of, 42,000 of
the shares reported by TAM, and various separately managed accounts for whom
TAM acts as  investment  advisor have the right to receive dividends from, and
the proceeds of the sale of 901,763 of the shares reported by TAM.


ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
        SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.

         Not Applicable.

ITEM 8.  IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.

         Not applicable.

ITEM 9.  NOTICE OF DISSOLUTION OF GROUP.

         Not applicable.

ITEM 10. CERTIFICATION.

         By  signing  below I  certify  that,  to the best of my  knowledge  and
belief, the securities referred to above were acquired in the ordinary course of
business  and were not acquired for the purpose of and do not have the effect of
changing or  influencing  the control of the issuer of such  securities and were
not acquired in connection  with or as a participant in any  transaction  having
such purposes or effect.


                                    SIGNATURE

         After reasonable  inquiry and to the best of my knowledge and belief, I
certify that the information  set forth in this statement is true,  complete and
correct.

                            January 20, 2004
                         ---------------------------
                            (Date)




                         THIRD AVENUE MANAGEMENT LLC

                         BY:/S/ MARTIN J. WHITMAN
                            ------------------------
                            Martin J. Whitman
                            Chairman and Co-Chief Investment Officer