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, Section 17(a) of the Public Utility Holding Company Act of 1935 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 CHARLES 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)
Chairman of the Bd, CEO & Pres

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
01/31/2006

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	07/21/2005		J ^{( 19 )}	680	D	$0	838,628	I	See footnote ^{( 1 )}
Class A Common Stock	12/19/2005		J ^{( 19 )}	52,000	D	$0	786,628	I	See footnote ^{( 1 )}
Class A Common Stock	12/27/2005		J ^{( 19 )}	690	D	$0	785,938	I	See footnote ^{( 1 )}
Class A Common Stock							875	I	See footnote ^{( 2 )}
Class A Common Stock							4,204	I	See footnote ^{( 3 )}
Class A Common Stock							237,500	I	See footnote ^{( 4 )}
Class A Common Stock							541,806	I	See footnote ^{( 5 )}
Class A Common Stock							182,014	I	See footnote ^{( 6 )}
Class A Common Stock	02/07/2005		G	360	D	$0	64,175	D
Class A Common Stock	06/22/2005		G	680	D	$0	63,495	D
Class A Common Stock	07/21/2005		J ^{( 19 )}	680	A	$0	64,175	D
Class A Common Stock	12/19/2005		J ^{( 19 )}	52,000	A	$0	116,175	D
Class A Common Stock	12/19/2005		G	52,000	D	$0	64,175	D
Class A Common Stock	12/27/2005		J ^{( 19 )}	690	A	$0	64,865	D
Class A Common Stock	12/27/2005		G	690	D	$0	64,175	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 ^{( 18 )}						08/08/1988 ^{( 18 )}	08/08/1988 ^{( 18 )}	Common Stock	900		900	D ^{( 7 )}
Class B Common - Convertible	$0 ^{( 18 )}						08/08/1988 ^{( 18 )}	08/08/1988 ^{( 18 )}	Common Stock	74,294		74,294	I	See footnote ^{( 8 )}
Class B Common - Convertible	$0 ^{( 18 )}	12/27/2005		G		2,750	08/08/1988 ^{( 18 )}	08/08/1988 ^{( 18 )}	Common Stock	916,830	$0	914,080	I	See footnote ^{( 9 )}
Class B Common - Convertible	$0 ^{( 18 )}						08/08/1988 ^{( 18 )}	08/08/1988 ^{( 18 )}	Common Stock	23,531		23,531	I	See footnote ^{( 10 )}
Class B Common - Convertible	$0 ^{( 18 )}						08/08/1988 ^{( 18 )}	08/08/1988 ^{( 18 )}	Common Stock	784		784	D
Class B Common - Convertible	$0 ^{( 18 )}						08/08/1988 ^{( 18 )}	08/08/1988 ^{( 18 )}	Common Stock	59,922		59,922	I	See footnote ^{( 11 )}
Class B Common - Convertible	$0 ^{( 18 )}						08/08/1988 ^{( 18 )}	08/08/1988 ^{( 18 )}	Common Stock	5,992		5,992	I	See footnote ^{( 12 )}
Class B Common - Convertible	$0 ^{( 18 )}						08/08/1988 ^{( 18 )}	08/08/1988 ^{( 18 )}	Common Stock	53,215		53,215	I	See footnote ^{( 13 )}
Class B Common - Convertible	$0 ^{( 18 )}						08/08/1988 ^{( 18 )}	08/08/1988 ^{( 18 )}	Common Stock	233,080		233,080	I	See footnote ^{( 14 )}
2001 Stock Option Grant (right to buy)	$14.27						03/08/2003 ^{( 15 )}	03/08/2011	Class A Common	45,600		45,600	D ^{( 15 )}
2003 Stock Option Grant (right to buy)	$15.5						03/17/2005 ^{( 16 )}	03/17/2013	Class A Common	86,400		86,400	D ^{( 16 )}
2005 Stock Option Grant (right to buy)	$31.75						04/06/2007 ^{( 17 )}	04/06/2015	Class A Common	40,000		40,000	D ^{( 17 )}

Explanation of Responses:

1. Charles Ratner Revocable Trust dated 7/17/1981.

2. Charles Ratner 2001 Trust - dated 11/01/01. Trust holds 3,500 shares to split among children; son Adam has an interest in 875 shares.

3. Held by spouse in an account at McDonlad Investments.

4. Illana Horowitz Ratner Trust - dated 12/29/92 (spouse).

5. Chalres Ratner 1986 Remainder Interest Trust - Albert Ratner is trustee; Charles Ratner retains an income interest for life. Beneficiaries are his children.

6. The Max Ratner 1986 Family Trust dated 12/18/86 - Charles Ratner is Trustee along with his brother.

7. General Partnership interest in RMS, Ltd. limited partnership.

8. The Charles Ratner Revocable Trust Agreement dated 7/17/1981, as modified (Charles is settlor and co-trustee). RMS, Ltd. limited partnership interest.

9. The Charles Ratner Revocable Trust Agreement dated 7/17/1981, as modified (Charles is settlor and co-trustee) FCE Management, L.P. interest as limited partner in RMS, Ltd.

10. Charles Ratner 2001 Trust - dated 11/01/01 - FCE Management, L.P. interest as limited partner in RMS, Ltd. - total holdings of trust are 94,124, shares are split among children, son Adam has an interest in 23,531.

11. Charles Ratner is Trustee (along with his brothers) of the Max Ratner 1986 Family Trust. (1/10 of this trust is for the benefit of Adam).

12. Adam Ratner's (son) 1/10 interest in the Max Ratner 1986 Family Trust.

13. Max Ratner 1988 Grandchildrens Trust - a limited partner in RMS, Ltd., for the benefit of Adam (son). Chalres Ratner disclaims any beneficial interest.

14. Max Ratner 1999 Irrevocable Trust - a limited partnership interest in FCE Management, L.P., a limited partner of RMS, Ltd., for the benefit of Adam (son). Chalres Ratner disclaims any beneficial interest.

15. 2001 Stock Option Grant - 25% exercisable 3/08/2003; 25% exercisable 3/08/2004; and 50% exercisable 3/08/2005.

16. 2003 Stock Option Grant - 25% exercisable 3/17/05; 25% exercisable 3/17/06; and 50% exercisable 3/17/07.

17. 2005 Stock Option Grant - 25% exercisable 4/06/2007; 25% exercisable 4/06/2008; and 50% exersicable 4/06/2009.

18. 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.

19. Shares were transfered form the Charles Ratner Revocable Trust (dated 7/17/1981) to personal account .

Remarks:

The Max Ratner 1986 Remainder Interest Trust was disolved and shares were distribubted to the beneficiaries.- this entry is being removed from Mr. Ratner's reporting obligations. Charles Ratner (along with his brother) was a trustee. Charles Ratner disclaims benefical interest.

	Geralyn M. Presti, Attorney-in-Fact for Charles A. Ratner	03/17/2006
	** Signature of Reporting Person	Date
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