SEC Form 5

FORM 5		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL 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: 3235-0362 Estimated average burden hours per response: 1.0
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
	Form 3 Holdings Reported.
	Form 4 Transactions Reported.

1. Name and Address of Reporting Person* KANE LINDA M (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) Sr. VP, CAAO
	3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year) 01/31/2008
	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 at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
				Amount	(A) or (D)	Price
Class A Common Stock							2,043.8167	I	401K Plan(1)
Class A Common Stock							3,000	D(2)
Class A Common Stock							2,500	D(3)
Class A Common Stock	04/09/2007		G	200	D	$0	0	D(4)
Class A Common Stock	04/09/2007		G	40	A	$0	470	I	See footnote(5)
Class A Common Stock	04/09/2007		G	40	A	$0	560	I	See footnote(6)
Class A Common Stock	04/09/2007		G	40	A	$0	270	I	See footnote(7)

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)
					(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Common - Convertible	$0(12)						08/08/1988(12)	08/08/1988(12)	Common Stock	1,764.0759		1,764.0759	I	See footnote(8)
2005 Stock Option Grant (right to buy)	$31.75(9)						04/06/2007(9)	04/06/2015	Class A Common	11,250		11,250	D(9)
2006 Stock Option Grant (right to buy)	$46.37(10)						04/04/2008(10)	04/06/2015	Class A Common	15,000		15,000	D(10)
2006 Stock Option Grant (right to buy)	$65.35(11)						03/29/2009(11)	03/29/2017	Class A Common	15,000		15,000	D(11)

Explanation of Responses:

1. 401k Plan - Class A Common shares - change in value due to conversion of unitized shares.

2. 2006 Restricted Stock Grant - 25% vest on 4/04/2008; 25% vest on 4/04/2009; and 50% vest on 4/04/2010.

3. 2007 Restricted Stock Grant - 25% vest on 3/29/2009; 25% vest on 3/20/2010; and 50% vest on 3/29/2011.

4. Shares are held in a street account with Northwest Mutual Investment Services, LLC.

5. Shares held held by Carolyn Rielley, daughter.

6. Shares held held by Joseph Williams, son.

7. Shares held by Gary Stewart II, step-son (nonresident family member - insider's spouse is account custodian). Linda Kane disclaims any beneficial interest.

8. 401k Plan - Class B Common shares- - change in value due to conversion of unitized shares.

9. 2005 Stock Option Grant - 25% exercisable 4/06/2007; 25% exercisable 4/06/2008; and 50% exersicable 4/06/2009.

10. 2006 Stock Option Grant - 25% exercisable on 4/04/2008; 25% exercisable on 4/04/2009; and 50% exersicable on 4/04/2010.

11. 2007 Stock Option Grant - 25% exercisable 3/29/2009; 25% exercisable 3/29/2010; and 50% exercisable 3/29/2011.

12. 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.

Remarks:

	Geralyn M. Presti, Attorney-In-Fact for Linda M. Kane	03/17/2008
	** 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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