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* RATNERSALZBERG DEBORAH (Last) (First) (Middle) 1615 L STREET, NW, SUITE 400 (Street) WASHINGTON DC 20036 (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 Officer (give title below) Other (specify below)
	3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year) 01/31/2012
	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 A Common Stock							677,809	I	See footnote(1)
Class A Common Stock							44,135	I	See footnote(2)
Class A Common Stock							13,465	I	See footnote(2)
Class A Common Stock							18,651	I	See footnote(12)
Class A Common Stock							63,418	I	See footnote(3)
Class A Common Stock							532,257	I	See footnote(4)
Class A Common							70,000	I	See footnote(5)
Class A Common Stock							1,340	D(6)
Class A Common Stock							7,728	D(7)
Class A Common Stock							5,031	D(8)
Class A Common Stock							5,781	D(9)
Class A Common Stock							3,676	I	See footnote(13)
Class A Common Stock							7,352	I	See footnote(19)
Class A Common Stock							7,352	I	See footnote(21)

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
Class B Common - Convertible	$0(23)						08/08/1988(23)	08/08/1988(23)	Common Stock	900		900	D(10)
Class B Common - Convertible	$0(23)	04/08/2011		G	91,760		08/08/1988(23)	08/08/1988(23)	Common Stock	656,578	$0	748,338	I	See footnote(11)
Class B Common - Convertible	$0(23)						08/08/1988(23)	08/08/1988(23)	Common Stock	93,988		93,988	I	See footnote(12)
Class B Common - Convertible	$0(23)						08/08/1988(23)	08/08/1988(23)	Common Stock	148,800		148,800	I	See footnote(13)
Class B Common - Convertible	$0(23)						08/08/1988(23)	08/08/1988(23)	Common Stock	6,402		6,402	I	See footnote(14)
Class B Common - Convertible	$0(23)						08/08/1988(23)	08/08/1988(23)	Common Stock	140,400		140,400	I	See footnote(15)
Class B Common - Convertible	$0(23)						08/08/1988(23)	08/08/1988(23)	Common Stock	5,040		5,040	I	See footnote(16)
Class B Common - Convertible	$0(23)						08/08/1988(23)	08/08/1988(23)	Common Stock	81,940		81,940	I	See footnote(17)
Class B Common - Convertible	$0(23)						08/08/1988(23)	08/08/1988(23)	Common Stock	81,936		81,936	I	See footnote(18)
Class B Common - Convertible	$0(23)						08/08/1988(23)	08/08/1988(23)	Common Stock	58,392		58,392	I	See footnote(19)
Class B Common - Convertible	$0(23)						08/08/1988(23)	08/08/1988(23)	Common Stock	179,140		179,140	I	See footnote(20)
Class B Common - Convertible	$0(23)						08/08/1988(23)	08/08/1988(23)	Common Stock	180		180	I	See footnote(2)
Class B Common - Convertible	$0(23)						08/08/1988(23)	08/08/1988(23)	Common Stock	515,498		515,498	I	See footnote(21)
2003 Stock Option Grant (right to buy)	$15.5						03/17/2005(22)	03/17/2013	Class A Common	15,600		15,600	D(22)
2005 Stock Option Grant (right to buy)	$31.75						04/06/2007	04/06/2015	Class A Common	15,000		15,000	D(22)
2006 Stock Option Grant (right to buy)	$46.37						04/04/2008	04/04/2016	Class A Common	15,000		15,000	D(22)
2007 Stock Option Grant (right to buy)	$65.35						03/29/2009	03/29/2017	Class A Common	15,000		15,000	D(22)
2008 Stock Option Grant (right to buy)	$36.38						06/18/2010	06/18/2018	Class A Common	9,599		9,599	D(22)
2009 Stock Option Grant (right to buy)	$7.8						04/21/2011	04/21/2019	Class A Common	4,800		4,800	D(22)
2010 Stock Option Grant (right to buy)	$15.89						04/13/2013	04/13/2021	Class A Common	8,002		8,002	D(22)
2010 Stock Option Grant (right to buy)	$17.72						04/14/2012	04/14/2020	Class A Common	9,146		9,146	D(22)

Explanation of Responses:

1. U/A Deborah Ratner-Salzberg Trust dated 2/09/1987. Account balance corrected after previously reported sale on 8/01/20111, number of shares sold and price were correct but balance wasn't ajdusted.

2. Michael Salzberg (spouse) - shares held in street account.

3. Albert B. Ratner 1989 Grandchildrens Trust - 35,686 shares for the benefit of Anna Salzberg (daughter), and 31,898 shares for the benefit of Eric Salzberg (son). Deborah Ratner-Salzberg disclaims any beneficial interest.

4. Albert Ratner Remainder Interest Trust - 266,128 shares for the benefit of Anna Salzberg (daughter), and 266,129 shares for the benefit of Eric Salzberg (son). Deborah Ratner-Salzberg disclaims any beneficial interest.

5. Deborah Ratner-Salzberg Family Trust dated 12/29/1986 - 35,000 shares for the benefit of Anna Salzberg (daughter) and 35,000 shares for the benefit of Eric Salzberg (son). Deborah Ratner-Salzberg disclaims any beneficial interest.

6. 2008 Restricted Stock Grant - 25% vest on 6/18/2010; 25% vest on 6/18/2011; and 50% vest on 6/18/2012.

7. 2009 Restricted Stock Grant - 25% vest on 4/21/2011; 25% vest on 4/21/2012; and 50% vest on 4/21/203.

8. 2010 Restricted Stock Grant - 25% vest on 4/14/2012; 25% vest on 4/14/2013; and 50% vest on 4/14/2014.

9. 2011 Restricted Stock Grant - 25% vest on 4/13/2013; 25% vest on 4/13/2014; and 50% vest on 4/13/2015.

10. General Partnership interest in RMS, Ltd. an Ohio limited partnershjp.

11. U/A Deborah Ratner-Salzberg Trust dated 2/09/1987 - limited partnership interest in RMS, Ltd. limited partnership. 377,828 shares are held as a direct limited partner of RMS, Ltd and 370,510 shares are held as a limited partnersip interest in FCE Management, LP (a limited partner of RMS, Ltd.).

12. Deborah Ratner Salzberg 2001 Trust. - 18,651 Class A Shares are F/B/O Anna Salzberg (8,325) & Eric Salzberg (8,325) (children). Class B Share are held in FCE Management, L.P. as a limited partnership interest. 46,994 shares for the benefit of Anna and 46,994 shares for the benefit of Eric.

13. Albert B. Ratner 1986 Grandchildren's Trust - for the benefit of Anna Salzberg (daughter). Deborah Ratner-Salzberg disclaims any beneficial interest. 3,676 Class A shares .

14. Deborah Ratner 1986 Family Trust - as limited partner in RMS, Ltd., for the benefit of Anna Salzberg (daughter) 3,201 and Eric Salzberg (son) 3,201. Deborah Ratner-Salzberg disclaims any beneficial interest.

15. Deborah Ratner 1989 Irrevocable Trust - 70,200 shares for the benefit of Anna Salzberg (daughter), and 70,200 shares for the benefit of Eric Salzberg (son). Deborah Ratner-Salzberg disclaims any beneficial interest.

16. Anna Salzberg (daughter) shares held in street account at UBS Financial Services as limited partner in RMS, Ltd.

17. Albert B. Ratner 1989 Grandchildrens Trust - as limited partner in RMS, Ltd., for the benefit of Anna Salzberg (daughter). Deborah Ratner-Salzberg disclaims any beneficial interest.

18. Albert B. Ratner 1989 Grandchildrens Trust - as limited partner in RMS, Ltd., for the benefit of Eric Salzberg (son). Deborah Ratner-Salzberg disclaims any beneficial interest.

19. Albert B. Ratner 1987 Family Trust - a limited partner in RMS, Ltd.; for the benefit of Eric Salzberg (son). Deborah Ratner-Salzberg disclaims any beneficial interest. 7,352 Class A shares are held as a limited partnership interest in FCE Management, LP.

20. Albert B. Ratner 1989 Grandchildrens Trust - limited partnership interest in FCE Management, L.P. limited partner of RMS, Ltd., 44,367 shares are for the benefit of Anna Salzberg (daughter) and 134,773 shares are for the benefit of Eric Salzberg (son). Deborah Ratner-Salzberg disclaims any benefical interest.

21. Albert B. Ratner 1999 Revocable Trust- limited partnership interest in FCE Management, L.P. limited partner of RMS, Ltd.; 255,222 shares for the benefit of Anna Salzberg (daughter), and 260,267 shares for the benefit of Eric Salzberg (son). Deborah Ratner-Salzberg disclaims any benefical interest. Deborah Ratner serves as an advisor to the trust. 7,352 Class A shares (3,676 - Anna & 3,676 - Eric) are held as a limited partnership interest in FCE Management, LP.

22. 2003 Stock Option Grant - 25% exercisable 3/17/2005; 25% exercisable 3/17/2006; and 50% exercisable 3/17/2007. 2005 Stock Option Grant - 25% exercisable 4/06/2007; 25% exercisable 4/06/2008; and 50% exercisable 4/06/2009. 2006 Stock Option Grant - 25% exercisable 4/4/2008; 25% exercisable 4/4/2009; and 50% exercisable on 4/4/2010. 2007 Stock Option Grant - 25% exercisable 3/29/2009; 25% exercisable 3/29/2010; and 50% exercisable 3/29/2011. 2008 Stock Option Grant - 25% exercisable 6/18/2010; 25% exercisable 6/18/2011; and 50% exercisable 6/18/2012. 2009 Stock Option Grant - 25% exercisable 4/21/2011; 25% exercisable 4/21/2012; and 50% exercisable 4/21/2013. 2010 Stock Option Grant - 25% exercisable 4/14/2012; 25% exercisable 4/14/2013; and 50% exercisable 4/14/2014. 2011 Stock Option Grant - 25% exercisable 4/13/2013; 25% exercisable 4/13/2014; and 50% exercisable 4/13/2015.

23. 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 Deborah Ratner-Salzberg	03/16/2012
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.