8-K

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                ----------------


                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                                ----------------

         Date of report (Date of earliest event reported): May 14, 2003

                          FOREST CITY ENTERPRISES, INC.
                          -----------------------------
               (Exact Name of Registrant as Specified in Charter)

            Ohio                        1-4372                  34-0863886
- ----------------------------   ------------------------       -------------
(State or Other Jurisdiction   (Commission File Number)       (IRS Employer
      of Incorporation)                                     Identification No.)


           Terminal Tower, 50 Public Square,                     44113
              Suite 1100, Cleveland, Ohio                      ----------
              ---------------------------                      (Zip Code)
       (Address of Principal Executive Offices)


       Registrant's telephone number, including area code: (216) 621-6060
                                                          ----------------



                                       N/A
          -------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)






ITEM 5. OTHER EVENTS

On May 14, 2003, Forest City Enterprises, Inc., an Ohio corporation, issued a
press release to announce that it has agreed to sell $300,000,000 aggregate
principal amount of its 7.625% Senior Notes due 2015. A copy of this press
release is filed as Exhibit 99.1 to this Current Report on Form 8-K and
incorporated herein by reference.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

         (c)  Exhibits.

         Exhibit
         Number            Exhibit
         ------            -------
         99.1              Press Release, dated May 14, 2003

                                      -2-





                                    SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                        FOREST CITY ENTERPRISES, INC.


                        By:      /s/  Thomas G. Smith
                              -------------------------------------------------
                              Name:   Thomas G. Smith
                              Title:  Executive Vice President, Chief Financial
                                           Officer and Secretary

Dated:  May 14, 2003

                                      -3-





                                  EXHIBIT INDEX



         Exhibit
         Number            Exhibit
         ------            -------

         99.1              Press Release, dated May 14, 2003


                                      -4-

EX-99.1

                                                                    EXHIBIT 99.1


AT THE COMPANY
- ---------------
Thomas G. Smith
Executive Vice President,
Chief Financial Officer
216-621-6060


Thomas T. Kmiecik
Assistant Treasurer
216-621-6060

FOR IMMEDIATE RELEASE

FOREST CITY COMPLETES
$300 MILLION SENIOR NOTE OFFERING

CLEVELAND - MAY 14, 2003 - FOREST CITY ENTERPRISES, INC. (NYSE: FCEA AND FCEB)
today announced that it has agreed to sell $300 million of 7.625% Senior Notes
due 2015 in a public offering, which is expected to close May 19, 2003.

The Company expects to use the net proceeds from the offering to redeem all of
the Company's outstanding $200 million 8.5% Senior Notes due 2008, and repay
recourse debt outstanding under the company's $250 million  revolving credit
facility. The remainder of the proceeds will be used for general working
capital purposes, including the financing of ongoing development, acquisition
and construction activities of the Company.

The underwriters of this offering are Goldman, Sachs & Co., Merrill Lynch & Co.,
McDonald Investments Inc., NatCity Investments, Inc., ABN AMRO Incorporated,
Bank of New York, Comerica Securities, Credit Lyonnais Securities, Fleet
Securities, Inc. and U.S. Bancorp Piper Jaffray. A copy of the final prospectus
may be obtained from the Prospectus Department at Goldman, Sachs & Co., 85 Broad
Street, New York, New York 10004, or by calling (212) 902-1171.

This press release shall not constitute an offer to sell or the solicitation of
an offer to buy nor shall there be any sale of these securities in any state in
which such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such state.

Forest City Enterprises, Inc. is a $5 billion NYSE-listed real estate company
headquartered in Cleveland, Ohio. The Company is principally engaged in the
ownership, development, acquisition and management of commercial and residential
real estate throughout the United States. The Company's portfolio includes
interests in retail centers, apartment communities, office buildings and hotels
in 21 states and the District of Columbia.

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