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* ROSS STAN (Last) (First) (Middle) 2029 CENTURY PARK EAST, SUITE 1530 (Street) LOS ANGELES CA 90067 (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 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 09/29/2009
	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								884	D(1)
Class A Common Stock	09/30/2009		M		15,000	A	$8.563	15,443	D(2)

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
1999 Stock Option Grant (right to buy)	$8.563	09/30/2009		M			15,000	12/14/2001(3)	12/14/2009	Class A Common	15,000	$0	0	D(3)
2001 Stock Option Grant (right to buy)	$14.267							03/08/2003(4)	03/08/2011	Class A Common	21,600		21,600	D(4)
2003 Stock Option Grant (right to buy)	$15.5							03/17/2005(5)	03/17/2013	Class A Common	21,600		21,600	D(5)
2005 Stock Option Grant (right to buy)	$31.75							04/06/2007(6)	04/06/2015	Class A Common	10,800		10,800	D(6)
2006 Stock Option Grant (right to buy)	$46.37							04/04/2008(7)	04/04/2016	Class A Common	10,800		10,800	D(7)
2007 Stock Option Grant (right to buy)	$65.35							03/29/2009(8)	03/29/2017	Class A Common	10,800		10,800	D(8)
2008 Stock Option Grant (right to buy)	$37.68							04/07/2009(9)	04/07/2018	Class A Common	5,319		5,319	D(9)
2009 Stock Option Grant (right to buy)	$7.8							04/21/2010(10)	04/21/2019	Class A Common	10,966		10,966	D(10)
Phantom Stock Dividend Equivalent Rights	$0(11)							08/08/1988(12)	08/08/1988(13)	Class A Common	10,080.294		10,080.294(11)	D

Explanation of Responses:

1. 2008 Restricted Stock Grant - 33.33% vest on 4/07/2009; 33.33% vest on 4/07/2010; and 33.33% vest on 4/07/2011. 443 shares vested on 4/07/09 and were moved to street account footnote #2.

2. Shares are held in street account.

3. 1999 Stock Option Grant - 25% exercisable 12/14/2001; 25% exercisable 12/14/2002; and 50% exercisable 12/14/2003.

4. 2001 Stock Option Grant - 25% exercisable 3/8/2003; 25% exercisable 3/8/2004; and 50% exercisable 3/8/2005.

5. 2003 Stock Option Grant - 25% exercisable 3/17/2005, 25% exercisable 3/17/2006, and 50% exercisable 3/17/2007.

6. 2005 Stock Option Grant - 25% exercisable 4/06/2007; 25% exercisable 4/06/2008; and 50% exersicable 4/06/2009.

7. 2006 Stock Option Grant - 25% exercisable 4/04/2008; 25% exercisable 4/04/2009; and 50% exersicable 4/04/2010.

8. 2007 Stock Option Grant - 25% exercisable 3/29/2009; 25% exercisable 3/29/2010; and 50% exercisable 3/29/2011.

9. 2008 Stock Option Grant - 33.33% exercisable 4/07/2009; 33.33% exercisable 4/07/2010; and 33.33% exercisable 4/07/2011.

10. 2009 Stock Option Grant - 33.33% exercisable 4/21/2010; 33.33% exercisable 4/21/2011; and 33.33% exercisable 4/21/2012.

11. Phantom Stock - 1-for-1 - Deferred compensation plan contributions. Plan requires participants to make a annual defined election. Mr. Ross's current election is to contribute $6,250 after each quarterly board of director's meeting; updated to reflect current holdings.

12. Exercisable at retirement, termination, death or disability.

13. No present expiration date.

Remarks:

	Geralyn M. Presti, Attorney-In-Fact for Stan Ross	10/01/2009
	** 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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