SEC FORM 5

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^*

RATNER ALBERT B

(Last)

(First)

(Middle)

50 PUBLIC SQUARE, SUITE 1100

(Street)

CLEVELAND

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)
03/17/2005

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)
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)	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							5,000	I	See footnote⁽¹⁾
Class A Common Stock							832,257	I	See footnote.⁽²⁾
Class A Common Stock	11/08/2004		G⁽¹²⁾	203	D	$0	1,795	D
Class A Common Stock	12/14/2004		G⁽¹²⁾	100	D	$0	1,695	D
Class A Common Stock	12/14/2004		G⁽¹²⁾	100	D	$0	1,595	D
Class A Common Stock	12/14/2004		G⁽¹²⁾	100	D	$0	1,495	D
Class A Common Stock	12/14/2004		G⁽¹²⁾	100	D	$0	1,395	D⁽³⁾
Class A Common Stock	12/14/2004		G⁽¹²⁾	100	D	$0	1,295	D
Class A Common Stock	12/14/2004		G⁽¹²⁾	100	D	$0	1,195	D
Class A Common Stock	12/14/2004		G⁽¹²⁾	100	D	$0	1,095	D
Class A Common Stock	12/14/2004		G⁽¹²⁾	50	D	$0	1,045	D
Class A Common Stock	12/14/2004		G⁽¹²⁾	50	D	$0	995	D
Class A Common Stock	12/14/2004		G⁽¹²⁾	50	D	$0	945	D
Class A Common Stock	12/14/2004		G⁽¹²⁾	100	D	$0	845	D
Class A Common Stock	12/14/2004		G⁽¹²⁾	300	D	$0	545	D
Class A Common Stock	12/14/2004		G⁽¹²⁾	400	D	$0	145	D
Class A Common Stock	12/15/2004		G⁽¹²⁾	100	D	$0	45	D
Class A Common Stock	12/22/2004		J⁽¹¹⁾	4,900	A	$0	5,445	D
Class A Common Stock	12/22/2004		G⁽¹²⁾	4,900	D	$0	45	D
Class A Common Stock	01/03/2005		J⁽¹¹⁾	100	A	$0	145	D
Class A Common Stock	01/03/2005		G⁽¹²⁾	100	D	$0	45	D
Class A Common Stock							962.87	I	401k Plan⁽⁵⁾
Class A Common Stock							184,568	I	See footnote⁽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)	4. Transaction Code (Instr. 8)	(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)
Class B Common - Convertible	$0⁽¹⁰⁾						08/08/1988⁽¹⁰⁾	08/08/1988⁽¹⁰⁾	Common Stock	222,202.75		221,775	I	See footnote⁽⁶⁾
Class B Common - Convertible	$0⁽¹⁰⁾						08/08/1988⁽¹⁰⁾	08/08/1988⁽¹⁰⁾	Common Stock	500,000		500,000	I	See footnote⁽⁷⁾
Class B Common - Convertible	$0⁽¹⁰⁾						08/08/1988⁽¹⁰⁾	08/08/1988⁽¹⁰⁾	Common Stock	450		450	I	See footnote⁽⁸⁾
Class B Common - Convertible	$0⁽¹⁰⁾						08/08/1988⁽¹⁰⁾	08/08/1988⁽¹⁰⁾	Common Stock	3,913		3,913	I	See footnote⁽⁹⁾

Explanation of Responses:

1. Audrey G. Ratner, trustee, under declaration of Trust dated June 15, 1993.

2. Held in the 1986 Remainder Interest Trust (Albert Ratner retains an income interest for lilfe. Trustees are Charles Ratner and James Ratner.

3. Direct street account for Albert & Audrey Ratner.

4. Albert B. Ratner Revocable Trust dated 12/18/1987

5. 401k Plan - Class A Common shares - change in value due to contributions and normal distributions over the course of the year.

6. FCE Mangement, L.P. (a limited partner of RMS, Ltd.) - held by Albert B. Ratner Revocable Trust dated 12/18/1987 a limited partner.

7. RMS, Ltd - held by Albert B. Ratner Revocable Trust dated 12/18/1987 a limited partner.

8. Held by spouse.

9. 401k Plan - Class B Common shares - change in value due to normal distributions over the course of the year.

10. 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. Class B Common shares are being moved to Table II since they are convertible at fixed price and thus treated as derivative securities.

11. Shares were transferred between a direct account and the Albert B. Ratner Revocable Trust dated 12/18/1987.

12. Gifts from Albert Ranter.

Remarks:

	Geralyn M. Presti, Attorney-In-Fact for Albert B. Ratner	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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.