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 BRIAN J

(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)
	Executive Vice President

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	12/31/2004		J	75,690	D	$0	0	I	See footnote⁽¹⁾
Class A Common Stock	12/31/2004		J⁽¹⁾	75,690	A	$0	411,423	I	See footnote⁽¹⁾
Class A Common Stock	02/27/2004		J⁽²⁵⁾	15,000	A	$0	134,128	I	See footnote⁽²⁾
Class A Common Stock	12/17/2004		G	15,000	D	$0	119,128	I	See footnote⁽²⁾
Class A Common Stock							1,750	I	See footnote⁽³⁾
Class A Common Stock							23,400	I	See footnote⁽⁴⁾
Class A Common Stock	11/08/2004		G	406	A	$0	1,596	I	See footnote⁽⁵⁾
Class A Common Stock							416,127	I	See footnote⁽⁶⁾
Class A Common Stock	02/10/2004		G	460	D	$0	154,028	D
Class A Common Stock	02/27/2004		J⁽²⁵⁾	134,128	D	$0	19,440	D
Class A Common Stock	11/08/2004		G	203	A	$0	19,643	D
Class A Common Stock	01/25/2005		G	460	D	$0	19,183	D

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⁽²⁴⁾						08/08/1988⁽²⁴⁾	08/08/1988⁽²⁴⁾	Common Stock	450		450	D⁽⁷⁾
Class B Common - Convertible	$0⁽²⁴⁾	11/02/2004		G	427.65		08/08/1988⁽²⁴⁾	08/08/1988⁽²⁴⁾	Common Stock	112,151.4	$0	112,579	I	See footnote⁽⁸⁾
Class B Common - Convertible	$0⁽²⁴⁾						08/08/1988⁽²⁴⁾	08/08/1988⁽²⁴⁾	Common Stock	47,283		47,283	I	See footnote⁽⁹⁾
Class B Common - Convertible	$0⁽²⁴⁾	11/02/2004		G	856		08/08/1988⁽²⁴⁾	08/08/1988⁽²⁴⁾	Common Stock	157,430	$0	158,286	I	See footnote⁽¹⁰⁾
Class B Common - Convertible	$0⁽²⁴⁾						08/08/1988⁽²⁴⁾	08/08/1988⁽²⁴⁾	Common Stock	55,356		55,356	I	See footnote⁽¹¹⁾
Class B Common - Convertible	$0⁽²⁴⁾						08/08/1988⁽²⁴⁾	08/08/1988⁽²⁴⁾	Common Stock	13,290		13,290	I	See footnote⁽¹²⁾
Class B Common - Convertible	$0⁽²⁴⁾						08/08/1988⁽²⁴⁾	08/08/1988⁽²⁴⁾	Common Stock	6,405		6,405	I	See footnote⁽¹³⁾
Class B Common - Convertible	$0⁽²⁴⁾						08/08/1988⁽²⁴⁾	08/08/1988⁽²⁴⁾	Common Stock	29,196		29,196	I	See footnote⁽¹⁴⁾
Class B Common - Convertible	$0⁽²⁴⁾						08/08/1988⁽²⁴⁾	08/08/1988⁽²⁴⁾	Common Stock	17,619		17,619	I	See footnote⁽¹⁵⁾
Class B Common - Convertible	$0⁽²⁴⁾						08/08/1988⁽²⁴⁾	08/08/1988⁽²⁴⁾	Common Stock	114,300		114,300	I	See footnote⁽¹⁶⁾
Class B Common - Convertible	$0⁽²⁴⁾						08/08/1988⁽²⁴⁾	08/08/1988⁽²⁴⁾	Common Stock	91,045		91,045	I	See footnote⁽¹⁷⁾
Class B Common - Convertible	$0⁽²⁴⁾						08/08/1988⁽²⁴⁾	08/08/1988⁽²⁴⁾	Common Stock	43,198		43,198	I	See footnote⁽¹⁸⁾
Class B Common - Convertible	$0⁽²⁴⁾						08/08/1988⁽²⁴⁾	08/08/1988⁽²⁴⁾	Common Stock	185,259		185,259	I	See footnote⁽¹⁹⁾
1998 Stock Option Grant (right to buy)	$19						03/18/2000⁽²⁰⁾	03/18/2008	Class A Common	16,200		16,200	D
1999 Stock Option Grant (right to buy)	$14.917						04/08/2001⁽²¹⁾	04/08/2009	Class A Common	4,400		4,400	D
2001 Stock Option Grant (right to buy)	$28.533						03/08/2003⁽²²⁾	03/08/2011	Class A Common	16,200		16,200	D
2003 Stock Option Grant (right to buy)	$31						03/17/2005⁽²³⁾	03/17/2013	Class A Common	16,200		16,200	D

Explanation of Responses:

1. Brian Ratner Trust dated 1/15/58. Shares from Faye Ratner Trust were merged into this trust 12/31/04.

2. Brian Ratner Revocable Trust dated 8/18/1986.

3. Brian Ratner 2001 Trust dated 11/01/01 - 875 shares for the benefit of David (son), and 875 shares for the benefit of Emily (daughter).

4. Emily Ratner (daughter) shares held directly by custodian Brian J. Ratner (father).

5. Albert B. Ratner 1989 Grand Childrens Trust - 798 shares for the benefit of David (son), and 798 shares for the benefit of Emily (daughter). Gift was allocated as 203 shares to David and 203 shares to Emily. Brian Ratner disclaims any beneficial interest.

6. Albert B. Ratner 1986 Remainder Interest Trust - 208,065 shares for the benefit of David (son), and 208,062 shares for the benefit of Emily (daughter). Brian Ratner disclaims any beneficial interest.

7. General Partnership interest in RMS, Ltd. partnership a 10% sharelholder.

8. Brian Ratner Trust dated 1/15/1958 - limited partnership interest in FCE Management, L.P. a limited partner of RMS, Ltd. Shares from the Faye Ratner Trust were merged into this trust 12/31/04.

9. Brian Ratner 2001 Trust dated 11/01/01 - 23,642 shares for the benefit of David (son), and 23,641 shares for the benefit of Emily (daughter).

10. Albert Ratner 1989 Grandchildren Trust - 79,143 shares for the benefit of David (son), and 79,143 shares for the benefit of Emily (daughter) as a limited partner of FCE Managment, L.P., a limited partner of RMS, Ltd. Change in shares due to re-alocation of partnership interest, Trust essentially owns the same number of shares.

11. Held by Emily Ratner (daughter) as a limited partner in RMS, Ltd.

12. Held by David Ratner (son) as a limited partner in RMS, Ltd.

13. Brian Ratner 1986 Family Trust, limited partner in FCE Management, L.P. - 3,203 shares for the benefit of David (son), and 3,202 shares for the benefit of Emily (daughter).

14. Albert Ratner Family Trust - as limited partner in FCE Management, L.P. limited partnership interest in RMS, Ltd., Brian Ratner is Trustee (also reported by Deborah Ratner Salzberg).

15. Albert Ranter 1986 Grandchildren's Trust for the benefit of David (son), as limited partner in RMS.

16. Brian Ratner 1989 Irrevocable Trust - as limited partner in FCE Management, L.P. limited partnership interest in RMS, Ltd., 57,150 shares for the benefit of David (son), and 57,150 shares for the benefit of Emily (daughter). Brian Ratner disclaims any beneficial interest.

17. Albert B. Ratner 1989 Grand Childrens Trust - a limited partnership interest in RMS, Ltd., for the benefit of David (son). Brian Ratner disclaims any beneficial interest. Change in shares due to re-alocation of partnership interest, Trust essentially owns the same number of shares.

18. Albert B. Ratner 1989 Grand Childrens Trust - a limited partnership interest in RMS, Ltd., for the benefit of Emily (daughter). Brian Ratner disclaims any beneficial interest. Change in shares due to re-alocation of partnership interest, Trust essentially owns the same number of shares.

19. Albert B. Ratner 1999 Revocable Trust - limited partnership interest in FCE Management, L.P., a limited partner of RMS, Ltd., 92,630 shares for the benefit of David (son), and 92,629 shares for the benefit of Emily (daughter). Brian Ratner disclaims any benefical interest.

20. 1998 Stock Option Grant - 25% exercisable on 3/18/00; 33% exercisable on 3/18/01; 42% exercisable on 3/18/02.

21. 1999 Stock Option Grant - 25% exercisable on 4/08/01; 255 exercisable on 4/08/02; 50% exercisable on 4/08/03.

22. 2001 Stock Option Grant - 25% exercisable on 3/08/03; 25% exercisable on 3/08/04; 50% exercisable on 3/08/05.

23. 2003 Stock Option Grant - 25% exercisable 3/17/05; 25% exercisable 3/17/06; and 50% exercisable 3/17/07.

24. 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.

25. Shares were transferred to the Brian Ratner Trust, Trustee.

Remarks:

	Geralyn M. Presti, Attorney-in-Fact for Brian J. 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.