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
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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).
  
 Form 3 Holdings Reported.
  
 Form 4 Transactions Reported.
1. Name and Address of Reporting Person*
LARUE DAVID J
(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)
COO of Forest City Commercial
3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
03/17/2005
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 18,750 D(1)
Class A common Stock 37,500 D(2)
Class A Common Stock 01/19/2005 G 160 A $0 360 I See footnote(3)
Class A Common Stock 200 I See footnote(4)
Class A Common Stock 01/20/2005 G 40 A $0 240 I See footnote(5)
Class A Common Stock 01/20/2005 G 120 A $0 320 I See footnote(6)
Class A Common Stock 1,512 I 401k Plan(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
1998 Stock Option Grant $19 03/18/2000(8) 03/18/2008 Class A Common 9,072 9,072 D
1999 Stock Option Grant (right to buy) $14.92 04/08/2001(9) 04/08/2009 Class A Common 16,200 16,200 D
2001 Stock Option Grant (right to buy) $28.53 03/08/2003(10) 03/08/2011 Class A Common 21,600 21,600 D
2003 Stock Option Grant (right to buy) $31 03/17/2005(11) 03/17/2013 Class A Common 21,600 21,600 D
Class B Common - Convertible $0 08/08/1988 08/08/1988 Common Stock 740 740 I See footnote(1)(12)
Explanation of Responses:
1. 2001 Restricted Stock Option Grant - Original Grant was 37,500 shares -25% exercisable on 4/23/03; 25% exercisable on 4/23/04; and 50% exercisable on 4/23/05. (9,375 shares vested in 2003; 9,375 shares vested in 2004 and were moved to Charles Scwab account)
2. 2003 Restricted Stock Option Grant - Original Grant was 37,500 shares -25% exercisable on 3/17/05; 25% exercisable on 3/17/06; and 50% exercisable on 3/17/07.
3. Share are owned by Tessa M. LaRue, daughter of David LaRue; held in street account with Charles Schwab.
4. Share are owned by Anna Kathryn LaRue, daughter of David LaRue; held in street account with Charles Schwab.
5. Share are owned by Andre LaRue, son of David LaRue; held in street account with Charles Schwab.
6. Share are owned by Paul Anthony LaRue, son of David LaRue; held in Cindy LaRue's (mother) street account with Charles Schwab.
7. 401k Plan - Class A Common shares.
8. 1998 Stock Option Grant - 25% exercisable 3/18/00; 33% exercisable on 3/18/01; and 42% exercisable on 3/18/02.
9. 1999 Stock Option Grant - 25% exercisable on 4/08/01; 25% exercisable 4/08/02; and 50% exercisable on 4/08/03.
10. 2001 Stock Option Grant - 25% exercisable on 3/08/03; 25% exercisable 3/08/04; and 50% exercisable on 3/08/05.
11. 2003 Stock Option Grant - 25% exercisable 3/17/05; 25% exercisable on 3/17/06; and 50% exercisable on 3/17/07
12. 401k Plan - Class B Common shares.
Remarks:
Geralyn M. Presti, Attorney-in-fact for David J. LaRue 03/17/2005
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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