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)
01/31/2007

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	11/13/2006		G	1,335	D	$0	1,249,931	I	See footnote⁽¹⁾
Class A Common Stock	12/12/2006		G	8,500	D	$0	1,241,431	I	See footnote⁽¹⁾
Class A Common Stock	12/14/2006		G	17,000	D	$0	1,224,431	I	See footnote⁽¹⁾
Class A Common Stock	12/21/2006		G	410	D	$0	1,224,021	I	See footnote⁽¹⁾
Class A Common Stock	01/23/2007		G	407	D	$0	1,223,614	I	See footnote⁽¹⁾
Class A Common Stock							12,194	I	See footnote⁽²⁾
Class A Common Stock							26,240	I	See footnote⁽³⁾
Class A Common Stock							26,240	I	See footnote⁽⁴⁾
Class A Common Stock							23,800	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⁾	10/26/2006		G		701.458	08/08/1988⁽¹²⁾	08/08/1988⁽¹²⁾	Common Stock	656,258	$0	655,556	I	See footnote⁽⁵⁾
Class B Common - Convertible	$0⁽¹²⁾						08/08/1988⁽¹²⁾	08/08/1988⁽¹²⁾	Common Stock	784		784⁽⁶⁾	D
Class B Common - Convertible	$0⁽¹²⁾						08/08/1988⁽¹²⁾	08/08/1988⁽¹²⁾	Common Stock	5,992		5,992	I	See footnote⁽⁷⁾
Class B Common - Convertible	$0⁽¹²⁾						08/08/1988⁽¹²⁾	08/08/1988⁽¹²⁾	Common Stock	5,992		5,992	I	See footnote⁽⁸⁾
2003 Stock Option Grant (right to buy)	$15.5						03/17/2005⁽⁹⁾	03/17/2013	Class A Common	27,000		27,000	D⁽⁹⁾
2005 Stock Option Grant (right to buy)	$31.75						04/06/2007⁽¹⁰⁾	04/06/2015	Class A Common	25,200		25,200	D⁽¹⁰⁾
2006 Stock Option Grant (right to buy)	$46.37						04/04/2008⁽¹¹⁾	04/06/2015	Class A Common	25,200		25,200	D⁽¹¹⁾

Explanation of Responses:

1. James Ratner Revocable Trust dated 12/04/1981. 41,300 shares were transferred from his personal account.

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

3. Max Ratner 1986 Family Trust for the Benefit of Austin Ratner (adult child of James Ratner) - James Ratner is trustee. James Ratner disclaims any beneficial interest.

4. Max Ratner 1986 Family Trust for the Benefit of Daniel Ratner (adult child of James Ratner) - James Ratner is trustee. James Ratner disclaims any beneficial interest.

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

6. Corrected share amount that numbers were transposed when reporting stock split.

7. Max Ratner 1986 Family Trust for the benefit of Austin Ratner (son) - James Ratner is Trustee. James Ratner disclaims any beneficial interest.

8. Max Ratner 1986 Family Trust for the benefit of Daniel Ratner (son) - James Ratner is Trustee. James Ratner disclaims any beneficial interest.

9. 2003 Stock Option Grant - 25% exercisable 3/17/2005; 25% exercisable 3/17/2006; 50% exercisable 3/17/2007.

10. 2005 Stock Option Grant - 25% exercisable 4/06/2007; 25% exercisable 4/06/2008; and 50% exercisable 4/06/2009.

11. 2006 Stock Option Grant - 25% exercisable on 4/04/2008; 25% exercisable on 4/04/2009; and 50% exercisable on 4/04/2010.

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:

The Max Ratner 1986 Trust was disolved and 10 new individual trusts were formed for each of the beneficiaries. Mr. James Ratner's reporting obligations as trustee are limited to the trusts that are for the benefit of his immediate family (his children). James Ratner disclaims benefical interest.

	Geralyn M. Presti, Attorney-in-Fact for James A. Ratner	03/19/2007
	** Signature of Reporting Person	Date
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