SEC FORM 4

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

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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).

1. Name and Address of Reporting Person^*

OBRIEN ROBERT G

(Last)

(First)

(Middle)

(Street)

(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)
	CEO, Forest City Finance Corp

3. Date of Earliest Transaction (Month/Day/Year)
07/16/2003

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	07/16/2003		S		10,000	D	40.0856	20,323	D	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
2003 Stock Option Grant (right to buy)	31	04/10/2003		A		21,600		03/17/2005⁽⁵⁾	03/17/2013	Class A Common	21,600	$0⁽⁶⁾	21,600	D	⁽⁵⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾⁽¹⁰⁾

Explanation of Responses:

1. Chief Executive Officer of Forest City Fiance Corporation, and Executive Vice President of Forest City Rental Properties Corporation (major subsidiaries of Forest City Enterprises, Inc.)

2. Shares from 1999 Restricted Stock Grant became fully vested and were moved to personal brokerage account.

3. Other Holdings - Class A Common Stock- Total number of shares - 37,500 - 2001 Restricted Stock Option Grant - 25% exercisable 4/23/03; 25% exercisable on 4/23/04; and 50% exercisable on 4/23/05 - Held directly.

4. Other Holdings - Class A Common Stock - Total number of shares - 37,500 - 2003 Restricted Stock Option Grant - 25% exercisable 3/17/05; 25% exercisable on 3/17/06; and 50% exercisable on 3/17/07 - Held directly.

5. 2003 Stock Option Grant - 25% exercisable 3/17/05; 25% exercisable on 3/17/06; and 50% exercisable on 3/17/07. Transaction was previously reported, kept on form to satisfy program.

6. Zero value inserted to satisfy program, column is normally left blank for this type of transaction.

7. Ohter Grants - 1996 Stock Option Grant - Exercisable Price - $9.583 - 25% exercisable on 9/10/98, 25% exercisable on 9/10/99, 50% exercisable on 9/10/00 - Class A Common Stock - Total number of shares - 4,200 - Held direct.

8. Other Grants - 1998 Stock Option Grant - Exercise Price - $19.00 - 25% exercisable on 3/18/00, 33% exercisable on 3/18/01, 42% exercisable on 3/18/02 - Class A Common Stock - Total number of shares - 11,700 - Held direct.

9. Other Grants - 1999 Stock Option Grant - Exercise Price - $14.917 - 25% exercisable on 4/8/01, 25% exercisable on 4/8/02, 50% exercisable on 4/8/03 - Class A Common Stock - Total number of shares - 21,599 - Held direct.

10. Other Grants - 2001 Stock Option Grant - Exercise Price - $28.533 - 25% exercisable on 3/8/03, 25% exercisable on 3/8/04, 50% exercisable on 3/8/05 - Class A Common Stock - Total numer of shares - 21,600 - Held direct.

	Geralyn M. Presti. Attorney-in-Fact for Robert G. O'Brien	07/17/2003
	** Signature of Reporting Person	Date
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