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 JAMES 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)
	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	02/10/2004		G	380	D	$0	683,784	I	See footnote⁽¹⁾
Class A Common Stock	04/06/2004		G	80	D	$0	683,704	I	See footnote⁽¹⁾
Class A Common Stock	07/22/2004		G	415	D	$0	683,289	I	See footnote⁽¹⁾
Class A Common Stock	12/17/2004		G	15,000	D	$0	668,289	I	See footnote⁽¹⁾
Class A Common Stock	12/20/2004		G	400	D	$0	667,889	I	See footnote⁽¹⁾
Class A Common Stock	12/22/2004		G	400	D	$0	667,489	I	See footnote⁽¹⁾
Class A Common Stock	12/22/2004		G	18,000	D	$0	649,489	I	See footnote⁽¹⁾
Class A Common Stock							1,750	I	See footnote⁽²⁾
Class A Common Stock							350,103	I	See footnote⁽³⁾
Class A Common Stock							6,097	I	See footnote⁽⁴⁾
Class A Common Stock							130,201	I	See footnote⁽⁵⁾
Class A Common Stock							25,139	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⁽¹²⁾						08/08/1988⁽¹²⁾	08/08/1988⁽¹²⁾	Common Stock	328,587		328,587	I	See footnote⁽⁶⁾
Class B Common - Convertible	$0⁽¹²⁾						08/08/1988⁽¹²⁾	08/08/1988⁽¹²⁾	Common Stock	44,769.1		44,769.1	I	See footnote⁽²⁾
Class B Common - Convertible	$0⁽¹²⁾						08/08/1988⁽¹²⁾	08/08/1988⁽¹²⁾	Common Stock	392		392	D
Class B Common - Convertible	$0⁽¹²⁾						08/08/1988⁽¹²⁾	08/08/1988⁽¹²⁾	Common Stock	29,961		29,961	I	See footnote⁽⁷⁾
1998 Stock Option Grant (right to buy)	$19						03/18/2000⁽⁸⁾	03/18/2008	Class A Common	27,000		27,000	D
1999 Stock Option Grant (right to buy)	$14.917						04/08/2001⁽⁹⁾	04/08/2009	Class A Common	6,750		6,750	D
2001 Stock Option Grant (right to buy)	$28.533						03/08/2003⁽¹⁰⁾	03/08/2011	Class A Common	27,000		27,000	D
2003 Stock Option Grant (right to buy)	$31						03/17/2005⁽¹¹⁾	03/17/2013	Class A Common	27,000		27,000	D

Explanation of Responses:

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

2. James Ratner 2001 Trust.

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

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

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

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

7. 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.

8. 1998 Stock Option Grant - 25% exercisable 3/18/00; 33% exercisable 3/18/01; 42% exercisable 3/18/02.

9. 1999 Stock Option Grant - 25% exercisable 4/08/2001; 25% exercisable 4/08/2002; 50% exercisable 4/08/2003.

10. 2001 Stock Option Grant - 25% exercisable 3/08/03; 25% exercisable 3/08/04; 50% exercisable 3/08/05.

11. 2003 Stock Option Grant - 25% exercisable 3/17/2005; 25% exercisable 3/17/2006; 50% exercisable 3/17/2007.

12. 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 James A. 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).
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