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

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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 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)
01/31/2006

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							751,212	I	See footnote⁽¹⁾
Class A Common Stock	06/23/2005		G	430	D	$0	237,826	I	See footnote⁽²⁾
Class A Common Stock	12/19/2005		G	22,000	D	$0	215,826	I	See footnote⁽²⁾
Class A Common Stock	12/27/2005		G	690	D	$0	215,136	I	See footnote⁽²⁾
Class A Common Stock							3,500	I	See footnote⁽³⁾
Class A Common Stock							36,800	I	See footnote⁽⁴⁾
Class A Common Stock							3,192	I	See footnote⁽⁵⁾
Class A Common Stock							632,257	I	See footnote⁽⁶⁾
Class A Common Stock							25,815	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⁽²³⁾						08/08/1988⁽²³⁾	08/08/1988⁽²³⁾	Common Stock	900		900	D⁽⁷⁾
Class B Common - Convertible	$0⁽²³⁾	08/24/2005		G	970		08/08/1988⁽²³⁾	08/08/1988⁽²³⁾	Common Stock	225,158	$0	226,128	I	See footnote⁽⁸⁾
Class B Common - Convertible	$0⁽²³⁾						08/08/1988⁽²³⁾	08/08/1988⁽²³⁾	Common Stock	94,566		94,566	I	See footnote⁽⁹⁾
Class B Common - Convertible	$0⁽²³⁾	08/24/2005		G	1,940		08/08/1988⁽²³⁾	08/08/1988⁽²³⁾	Common Stock	316,572	$0	318,512	I	See footnote⁽¹⁰⁾
Class B Common - Convertible	$0⁽²³⁾						08/08/1988⁽²³⁾	08/08/1988⁽²³⁾	Common Stock	110,712		110,712	I	See footnote⁽¹¹⁾
Class B Common - Convertible	$0⁽²³⁾						08/08/1988⁽²³⁾	08/08/1988⁽²³⁾	Common Stock	26,580		26,580	I	See footnote⁽¹²⁾
Class B Common - Convertible	$0⁽²³⁾						08/08/1988⁽²³⁾	08/08/1988⁽²³⁾	Common Stock	12,810		12,810	I	See footnote⁽¹³⁾
Class B Common - Convertible	$0⁽²³⁾						08/08/1988⁽²³⁾	08/08/1988⁽²³⁾	Common Stock	58,392		58,392	I	See footnote⁽¹⁴⁾
Class B Common - Convertible	$0⁽²³⁾						08/08/1988⁽²³⁾	08/08/1988⁽²³⁾	Common Stock	35,238		35,238	I	See footnote⁽¹⁵⁾
Class B Common - Convertible	$0⁽²³⁾						08/08/1988⁽²³⁾	08/08/1988⁽²³⁾	Common Stock	228,600		228,600	I	See footnote⁽¹⁶⁾
Class B Common - Convertible	$0⁽²³⁾						08/08/1988⁽²³⁾	08/08/1988⁽²³⁾	Common Stock	182,090		182,090	I	See footnote⁽¹⁷⁾
Class B Common - Convertible	$0⁽²³⁾						08/08/1988⁽²³⁾	08/08/1988⁽²³⁾	Common Stock	86,396		86,396	I	See footnote⁽¹⁸⁾
Class B Common - Convertible	$0⁽²³⁾						08/08/1988⁽²³⁾	08/08/1988⁽²³⁾	Common Stock	370,519		370,519	I	See footnote⁽¹⁹⁾
2001 Stock Option Grant (right to buy)	$14.27						03/08/2003⁽²⁰⁾	03/08/2011	Class A Common	17,600		17,600	D⁽²⁰⁾
2003 Stock Option Grant (right to buy)	$15.5						03/17/2005⁽²¹⁾	03/17/2013	Class A Common	32,400		32,400	D⁽²¹⁾
2005 Stock Option Grant (right to buy)	$31.75						04/06/2007⁽²²⁾	04/06/2015	Class A Common	25,200		25,200	D⁽²²⁾

Explanation of Responses:

1. Brian Ratner Trust dated 1/15/58.

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

3. Brian Ratner 2001 Trust dated 11/01/01- 1,750 shares for the benefit of David (son) and 1,750 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 - 1,596 shares for the benefit of David (son), and 1,596 shares for the benefit of Emily (daughter).

6. Albert B. Ratner 1986 Remainder Interest Trust - 316,129 shares for the benefit of David (son), and 316,128 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.

9. Brian Ratner 2001 Trust dated 11/01/01 - 47,283 shares for the benefit of David (son), and 47,283 shares for the benefit of Emily (daughter).

10. Albert Ratner 1989 Grandchildren Trust - 159,256 shares for the benefit of David (son), and 159,256 shares for the benefit of Emily (daughter) as a limited partner of FCE Managment, L.P., a limited partner of RMS, Ltd. Gift was allocated 970 shares to David and 970 shares to Emily.

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. - 6,405 shares for the benefit of David (son), and 6,405 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., 114,300 shares for the benefit of David (son), and 114,300 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.

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.

19. Albert B. Ratner 1999 Revocable Trust - limited partnership interest in FCE Management, L.P., a limited partner of RMS, Ltd., 185,260 shares for the benefit of David (son), and 185,259 shares for the benefit of Emily (daughter). Brian Ratner disclaims any benefical interest.

20. 2001 Stock Option Grant - 25% exercisable 3/08/2003; 25% exercisable 3/08/2004; and 50% exercisable on 3/08/2005.

21. 2003 Stock Option Grant - 25% exercisable 3/17/05; 25% exercisable 3/17/06; and 50% exercisable 3/17/07.

22. 2005 Stock Option Grant - 25% exercisable 4/06/2007; 25% exercisable 4/06/2008; and 50% exersicable 4/06/2009.

23. 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.

Remarks:

	Geralyn M. Presti, Attorney-in-Fact for Brian J. Ratner	03/17/2006
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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