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 RONALD A (Last) (First) (Middle) 50 PUBLIC SQUARE, SUIT 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) 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							364,200	I	See footnote(1)
Class B Common Stock							47,262.45	I	See footnote(2)
Class A Common Stock							1,750	D	(2)
Class B Common Stock							392	D
Class B Common Stock							450	D	(3)
Class A Common Stock	12/10/2003		G	6,500	D	$0	548,145	I	See footnote(4)
Class A Common Stock	12/30/2003		G	458	D	$0	547,687	I	See footnote(4)
Class A Common Stock							162,147	I	See footnote(5)
Class B Common Stock							57,338	I	See footnote(6)
Class A Common Stock							52,352	I	See footnote(7)
Class A Common Stock							52,353	I	See footnote(8)
Class B Common Stock							29,961	I	See footnote(9)
Class B Common Stock							2,996	I	See footnote(9)
Class B Common Stock							2,996	I	See footnote(9)
Class B Common Stock							450	I	See footnote(10)
Class B Common Stock							450	I	See footnote(11)
Class B Common Stock							60,856	I	See footnote(12)
Class B Common Stock							60,857	I	See footnote(13)
Class B Common Stock							49,506	I	See footnote(14)
Class B Common Stock							49,505	I	See footnote(15)
Class B Common Stock							172,755	I	See footnote(16)
Class B Common Stock							185,175	I	See footnote(17)
Class A Common Stock							25,873	I	See footnote(18)
Class A Common Stock							13,200	I	See footnote(19)
Class A Common Stock							13,200	I	See footnote(20)
Class A Common Stock							21,882	I	See footnote(21)
Class A Common Stock							21,798	I	See footnote(22)
Class B Common Stock							117,111	I	See footnote(23)
Class B Common Stock							117,111	I	See footnote(24)

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						09/10/1998(25)	09/10/2006	Class A Common	27,000		27,000	D
1998 Stock Option Grant (right to buy)	$19						03/18/2000(26)	03/18/2008	Class A Common	27,000		27,000	D
1999 Stock Option Grant (right to buy)	$14.917						04/08/2001(27)	04/08/2009	Class A Common	27,000		27,000	D
2001 Stock Option Grant (right to buy)	$28.533						03/08/2003(28)	03/08/2011	Class A Common	27,000		27,000	D
2003 Stock Option Grant (right to buy)	$31						03/17/2005(29)	03/17/2013	Class A Common Stock	27,000		27,000	D

Explanation of Responses:

1. The Ronald Ratner 1986 Trust Agreement, as modified (Ronald is Trustee); these shares are held by FCE Management, LP as a limited partner of RMS, Ltd. (limited partnership).

2. Ronald Ratner 2001 Trust dated, 11/01/01.

3. RMS, Ltd. general partnership interest.

4. The Ronald Ratner 1986 Trust Agreement, as modified (Ronald is Trustee)

5. Deborah Ratner Trust - individually trust of spouse, shares held in account at McDonald Investments.

6. Limited partnership interest in RMS, Ltd. held by son, Matthew.

7. Ronald Ratner 1986 Family Trust for the benefit of Matthew (son) - Ronald Ratner disclaims any beneficial interest.

8. Ronald Ratner 1986 Family Trust for the benefit of Sarah (daughter) - Ronald Ratner disclaims any beneficial interest.

9. Max Ratner 1986 Family Trust - Ronald Ratner is a Trustee (along with his brothers), and disclaims any beneficial interest. Matthew and Sarah each have a 1/10th beneifical interest (2,996 shares).

10. 1989 Irrevocable Trust for the benefit of Matthew (son).

11. 1989 Irrevocable Trust for the benefit of Sarah (daughter).

12. Ronald Ratner 1986 Family Trust for the benefit of Matthew (son) - RMS, Ltd. - limited partnership interest - Ronald Ratner disclaims any beneficial interest.

13. Ronald Ratner 1986 Family Trust for the benefit of Sarah (daughter) - RMS, Ltd. - limited partnership interest - Ronald Ratner disclaims any beneficial interest.

14. Ronald Ratner 1986 Family Trust for the benefit of Matthew (son) - FCE Management, L.P., limited partnership interest - Ronald Ratner disclaims any beneficial interest.

15. Ronald Ratner 1986 Family Trust for the benefit of Sarah (daughter) - FCE Management, L.P., limited partnership interest - Ronald Ratner disclaims any beneficial interest.

16. Max Ratner Grandchildren's Trust dated 12/21/1988 - for the benefit of Matthew (son) - RMS, Ltd. - limited partnership interest. - Ronald Ratner dsiclaims any beneficial interest.

17. Max Ratner Grandchildren's Trust dated 12/21/1988 - for the benefit of Sarah (daughter) - RMS, Ltd. - limited partnership interest. - Ronald Ratner dsiclaims any beneficial interest.

18. Deborah B. Ratner, Trustee of the Irene Meldon 1998 Irrevocable dated 12/04/1998.

19. Max Ratner Family Trust dated 12/18/1986 for benefit of Matthew (son) - Ronald Ratner disclaims any beneficial interest.

20. Max Ratner Family Trust dated 12/18/1986 for benefit of Sarah (daughter) - Ronald Ratner disclaims any beneficial interest.

21. Max Ratner Remainder Interest Trust - special allocation to Ronald Ratner 1986 FamilyTrust - for the benefit of Matthew (son). Ronald Ratner disclaims any beneficial interest.

22. Max Ratner Remainder Interest Trust - special allocation to Ronald Ratner 1986 FamilyTrust - for the benefit of Sarah (daughter). Ronald Ratner disclaims any beneficial interest.

23. Max Ratner Family 1999 Revocable Trust - Matthew (son) beneficiary. Ronald Ratner disclaims any beneficial interest.

24. Max Ratner Family 1999 Revocable Trust - Sarah (daughter) beneficiary. Ronald Ratner disclaims any beneficial interest.

25. 1996 Stock Option Grant - 25% exercisable 9/10/98; 25% exercisable 9/10/99; and 50% exercisable 9/10/00.

26. 1998 Stock Option Grant - 25% exercisable 3/18/00; 33% exercisable 3/18/01; and 42% exercisable 3/18/02.

27. 1999 Stock Option Grant - 25% exercisable 4/08/01; 25% exercisable 4/08/02; and 50% exercsiable 4/08/03.

28. 2001 Stock Option Grant - 25% exercisable 3/08/03; 25% exercisable 3/08/04; and 50% exercisable 3/08/05.

29. 2003 Stock Option Grant - 25% exercisable 3/17/05; 25% exercisable 3/17/06; and 50% exercisable 3/17/07.

Remarks:

	Geralyn M. Presti, Attorney-in-Fact for Ronald A. Ratner	03/15/2004
	** Signature of Reporting Person	Date
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