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 JAMES A (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) Executive Vice President
	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							328,587	I	See footnote(1)
Class A Common Stock	12/04/2003		G	10,500	D	$0	685,082	I	See footnote(2)
Class A Common Stock	12/30/2003		G	458	D	$0	684,624	I	See footnote(2)
Class A Common Stock	01/27/2004		G	460	D	$0	684,164	I	See footnote(2)
Class A Common Stock							1,750	I	See footnote(3)
Class B Common Stock							44,769.1	I	See footnote(3)
Class B Common Stock							392	D
Class A Common Stock							350,103	I	See footnote(4)
Class B Common Stock							29,961	I	See footnote(5)
Class A Common Stock							6,097	I	See footnote(6)
Class B Common Stock							68,559	I	See footnote(7)
Class B Common Stock							48,177	I	See footnote(8)
Class B Common Stock							30,553	I	See footnote(9)
Class A Common Stock							51,941	I	See footnote(10)
Class A Common Stock							10,800	I	See footnote(11)
Class B Common Stock							27,675	I	See footnote(11)
Class A Common Stock							17,730	I	See footnote(12)
Class A Common Stock							13,120	I	See footnote(13)
Class A Common Stock							43,763	I	See footnote(14)
Class B Common Stock							2,996	I	See footnote(15)
Class B Common Stock							100,599	I	See footnote(16)
Class B Common Stock							130,117	I	See footnote(17)
Class A Common Stock							130,201	I	See footnote(18)

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
1996 Stock Option Grant (right to buy)	$9.583						09/09/1998(19)	09/09/2006	Class A Common	27,000		27,000	D
1998 Stock Option Grant (right to buy)	$19						03/18/2000(20)	03/18/2008	Class A Common	27,000		27,000	D
1999 Stock Option Grant (right to buy)	$14.917						04/08/2001(21)	04/08/2009	Class A Common	27,000		27,000	D
2001 Stock Option Grant (right to buy)	$28.533						03/08/2003(22)	03/08/2011	Class A Common	27,000		27,000	D
2003 Stock Option Grant (right to buy)	$31						03/17/2005(23)	03/17/2013	Class A Common	27,000		27,000	D

Explanation of Responses:

1. Held as a limited partner in FCE Management, L.P., a limited partnership that is a limited partner in RMS, Ltd.

2. James Ratner Revocable Trust dated 12/04/1981.

3. James Ratner 2001 Trust.

4. Max Ratner 1986 Remainder Interest Trust - James Ratner is a trustee (along with his brothers)

5. Max Ratner 1986 Family Trust - held as a limited partner of RMS, Ltd., James Ratner is a trustee, along with his brothers. James Ratner disclaims any beneficial interest.

6. Held by spouse at street account with McDonald Investment.

7. James Ratner 1986 Family Trust - limited partnership interest in FCE Management, L.P. a limited partner of RMS, Ltd., limited partnership; for the benefit of Daniel Ratner (son). James Ratner disclaims any beneficial interest.

8. Daniel Ratner (son) limited partner interest in RMS, Ltd., limited partnership. James Ratner disclaims any benefical interest.

9. James Ratner 1986 Family Trust - trust is a limited partner in RMS, Ltd. a limited partnership; for the benefit of Daniel Ranter (son). James Ratner disclaims any benefical interest.

10. James Ratner 1986 Family Trust for the benefit of Daniel (son). James Ratner disclaims any beneficial interest.

11. Daniel G. Ratner Trust II - 12/05/1983

12. Daniel G. Ratner 1993 Trust.

13. Max Ratner 1986 Family Trust dated 12/18.1986 - for the benefit of Daniel (son).

14. Max Ratner Remainder Interest Trust - for the benefit of Daniel (son).

15. Max Ratner Family Trust - for the benefit of Daniel (son). James Ratner disclaims any benficial interest.

16. Max Ratner 1988 Grandchildren's Trust - for the benefit of Daniel (son). James Ratner disclaims any beneficial interest.

17. Max Ratner 1999 Family Revocable Trust - for the benefit of Daniel (son). James Ratner disclaims any beneficial interest.

18. Max Ratner 1986 Family Trust - dated 12/18/86, James Ratner is trustee along with his brother.

19. 1996 Stock Option Grant - 25% exercisable 9/10/1998; 25% exercisable 9/10/1999; 50% exercisable 9/10/2000.

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

21. 1999 Stock Option Grant - 25% exercisable 4/08/2001; 25% exercisable 4/08/2002; 50% exercisable 4/08/2003.

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

23. 2003 Stock Option Grant - 25% exercisable 3/17/2005; 25% exercisable 3/17/2006; 50% exercisable 3/17/2007.

Remarks:

	Geralyn M. Presti, Attorney-in-Fact for James A. 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.
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