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*
RATNER ALBERT B
(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)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
Co-Chairman of the Board
3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
03/15/2004
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 B Common Stock 07/01/2003 J 500,000 D $0 226,892.6 I See footnote.(1)(2)
Class B Common Stock 11/17/2003 G 510.4 D $0 226,892.6 I See footnote.(2)
Class B Common Stock 07/26/2002 G 510.4 D $0 226,382.2 I See footnote.(2)
Class B Common Stock 07/26/2002 G 510.4 D $0 225,871.8 I See footnote.(2)
Class B Common Stock 07/26/2002 G 510.4 D $0 225,361.4 I See footnote.(2)
Class B Common Stock 07/26/2002 G 510.4 D $0 224,851 I See footnote.(2)
Class B Common Stock 07/26/2002 G 510.4 D $0 224,341 I See footnote.(2)
Class B Common 07/01/2003 J 500,000 A $0 500,000 I See footnote(1)(3)
Class A Common Stock 11/25/2003 G 245 D $0 76,347 I See footnote.(4)
Class A Common Stock 11/25/2003 G 245 D $0 76,102 I See footnote.(4)
Class A Common Stock 11/25/2003 G 245 D $0 75,857 I See footnote.(4)
Class A Common Stock 11/25/2003 G 245 D $0 75,612 I See footnote.(4)
Class A Common Stock 11/25/2003 G 245 D $0 75,367 I See footnote.(4)
Class A Common Stock 11/25/2003 G 245 D $0 75,122 I See footnote.(4)
Class A Common Stock 11/25/2003 G 245 D $0 74,877 I See footnote.(4)
Class A Common Stock 11/25/2003 G 245 D $0 74,632 I See footnote.(4)
Class B Common Stock 450 I See footnote.(5)
Class A Common Stock 832,257 I See footnote.(6)
Class A Common Stock 129,936 D (7)
Class A Common Stock 834 I 401k Plan(8)
Class B Common Stock 3,913 I 401k Plan(9)
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
Explanation of Responses:
1. 500,000 Shares were moved out of FCE Management, L.P. and become a direct limited aprtner of RMS, Ltd.
2. FCE Mangement, L.P. (a limited partner of RMS, Ltd.) - held by Albert B. Ratner Revocable Trust dated 12/18/1987 a limited partner.
3. RMS, Ltd - held by Albert B. Ratner Revocable Trust dated 12/18/1987 a limited partner.
4. Audrey G. Ratner, trustee, under declaration of Trust dated June 15, 1993.
5. Held by spouse.
6. Held in the 1986 Remainder Interest Trust (Albert Ratner retains an income interest for lilfe. Trustees are Charles Ratner and James Ratner.
7. Due to the 30 line space limitation this account balance and gifting detail will be reported on a second Form 5. Old balance was 139,191 less 9,255 gifted shares equals 129,936.
8. 401k Plan - Class A Common shares - change in value due to contributions and normal distributions over the course of the year, and conversion from former plan provider.
9. 401k Plan - Class B Common shares - change in value due to normal distributions over the course of the year, and conversion from former plan provider.
Remarks:
Geralyn M. Presti, Attorney-In-Fact for Albert B. Ratner 03/15/2004
** 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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