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 CHARLES A

(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)
	Chairman of the Bd, CEO & Pres

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	02/10/2004		G	380	D	$0	477,579	I	See footnote⁽¹⁾
Class A Common Stock	04/06/2004		G	80	D	$0	477,499	I	See footnote⁽¹⁾
Class A Common Stock	07/21/2004		G	415	D	$0	477,084	I	See footnote⁽¹⁾
Class A Common Stock	08/09/2004		G	1,000	D	$0	476,084	I	See footnote⁽¹⁾
Class A Common Stock	12/17/2004		G	27,100	D	$0	448,984	I	See footnote⁽¹⁾
Class A Common Stock	12/20/2004		G	18,000	D	$0	430,984	I	See footnote⁽¹⁾
Class A Common Stock	12/20/2004		G	400	D	$0	430,584	I	See footnote⁽¹⁾
Class A Common Stock	12/22/2004		G	400	D	$0	430,184	I	See footnote⁽¹⁾
Class A Common Stock	01/25/2005		J⁽²³⁾	5,000	D	$0	425,184	I	See footnote⁽¹⁾
Class A Common Stock							437	I	See footnote⁽²⁾
Class A Common Stock							2,102	I	See footnote⁽³⁾
Class A Common Stock							168,750	I	See footnote⁽⁴⁾
Class A Common Stock							350,103	I	See footnote⁽⁵⁾
Class A Common Stock							270,903	I	See footnote⁽⁶⁾
Class A Common Stock							13,120	I	See footnote⁽⁷⁾
Class A Common Stock							16,411	I	See footnote⁽⁸⁾
Class A Common Stock							131,201	I	See footnote⁽⁹⁾
Class A Common Stock	01/25/2005		J⁽²³⁾	5,000	A	$0	44,930	D
Class A Common Stock	01/25/2005		G	5,000	D	$0	44,650	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⁽²²⁾						08/08/1988⁽²²⁾	08/08/1988⁽²²⁾	Common Stock	450		450	D⁽¹⁰⁾
Class B Common - Convertible	$0⁽²²⁾						08/08/1988⁽²²⁾	08/08/1988⁽²²⁾	Common Stock	37,147		37,147	I	See footnote⁽¹¹⁾
Class B Common - Convertible	$0⁽²²⁾						08/08/1988⁽²²⁾	08/08/1988⁽²²⁾	Common Stock	458,415		458,415	I	See footnote⁽¹²⁾
Class B Common - Convertible	$0⁽²²⁾						08/08/1988⁽²²⁾	08/08/1988⁽²²⁾	Common Stock	47,061.74		47,061.74	I	See footnote⁽¹³⁾
Class B Common - Convertible	$0⁽²²⁾						08/08/1988⁽²²⁾	08/08/1988⁽²²⁾	Common Stock	392		392	D
Class B Common - Convertible	$0⁽²²⁾						08/08/1988⁽²²⁾	08/08/1988⁽²²⁾	Common Stock	29,961		29,961	I	See footnote⁽¹⁴⁾
Class B Common - Convertible	$0⁽²²⁾						08/08/1988⁽²²⁾	08/08/1988⁽²²⁾	Common Stock	2,996		2,996	I	See footnote⁽¹⁵⁾
Class B Common - Convertible	$0⁽²²⁾						08/08/1988⁽²²⁾	08/08/1988⁽²²⁾	Common Stock	26,608		26,608	I	See footnote⁽¹⁶⁾
Class B Common - Convertible	$0⁽²²⁾						08/08/1988⁽²²⁾	08/08/1988⁽²²⁾	Common Stock	116,540		116,540	I	See footnote⁽¹⁷⁾
1998 Stock Option Grant (right to buy)	$19						03/18/2000⁽¹⁸⁾	03/18/2008	Class A Common	43,200		43,200	D
1999 Stock Option Grant (right to buy)	$14.917						04/08/2001⁽¹⁹⁾	04/08/2009	Class A Common	11,400		11,400	D
2001 Stock Option Grant (right to buy)	$28.533						03/08/2003⁽²⁰⁾	03/08/2011	Class A Common	43,200		43,200	D
2003 Stock Option Grant (right to buy)	$31						03/17/2005⁽²¹⁾	03/17/2013	Class A Common	43,200		43,200	D

Explanation of Responses:

1. Charles Ratner Revocable Trust dated 7/17/1981.

2. Charles Ratner 2001 Trust - dated 11/01/01. Trust holds 1,750 shares to split among children; son Adam has an interest in 437 shares.

3. Held by spouse in an account at McDonlad Investments.

4. Illana Horowitz Ratner Trust - dated 12/29/92 (spouse).

5. The Max Ratner 1986 Remainder Interest Trust - Charles Ratner (along with his brother) is a trustee. Charles Ratner disclaims benefical interest.

6. Chalres Ratner 1986 Remainder Interest Trust - Albert Ratner is trustee; Charles Ratner retains an income interest for life. Beneficiaries are his children.

7. Max Ratner 1986 Family Trust dated 12/18/1986 for the benefit of Adam (son). Chalres Ratner disclaims any beneficial interest.

8. Max Ratner Remainder Interest Trust - for the benefit of Adam (son). Chalres Ratner disclaims any beneficial interest.

9. The Max Ratner 1986 Family Trust dated 12/18/86 - Charles Ratner is Trustee along with his brother.

10. General Partnership interest in RMS, Ltd. limited partnership.

11. The Charles Ratner Revocable Trust Agreement dated 7/17/1981, as modified (Charles is settlor and co-trustee). RMS, Ltd. limited partnership interest.

12. The Charles Ratner Revocable Trust Agreement dated 7/17/1981, as modified (Charles is settlor and co-trustee) FCE Management, L.P. interest as limited partner in RMS, Ltd.

13. Charles Ratner 2001 Trust - dated 11/01/01. FCE Management, L.P. interest as limited partner in RMS, Ltd.

14. Charles Ratner is Trustee (along with his brothers) of the Max Ratner 1986 Family Trust. (1/10 of this trust is for the benefit of Adam).

15. Adam Ratner's (son) 1/10 interest in the Max Ratner 1986 Family Trust.

16. Max Ratner 1988 Grandchildrens Trust - a limited partner in RMS, Ltd., for the benefit of Adam (son). Chalres Ratner disclaims any beneficial interest.

17. Max Ratner 1999 Irrevocable Trust - a limited partnership interest in FCE Management, L.P., a limited partner of RMS, Ltd., for the benefit of Adam (son). Chalres Ratner disclaims any beneficial interest.

18. 1998 Stock Option Grant - 25% exercisable 3/18/2000; 33% exercisable 3/18/2001; and 42% exercisable 3/18/02.

19. 1999 Stock Option Grant - 25% exercisable 4/08/2001; 25% exercisable 4/08/2002; and 50% exercisable 4/08/2003.

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

23. Transfered 5,000 shares form the Charles Ratner Revocable Trust dated 7/17/1981 to personal account 1/25/05.

Remarks:

	Geralyn M. Presti, Attorney-in-Fact for Charles A. Ratner	03/17/2005
	** Signature of Reporting Person	Date
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