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): March 11, 2004


                          Forest City Enterprises, Inc.
                          -----------------------------
               (Exact Name of Registrant as Specified in Charter)



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

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


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


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








ITEM 7.  Financial Statements and Exhibits

    (c) Exhibits

        Exhibit
        Number          Exhibit
        ------          -------
          99.1          Press Release of Forest City Enterprises, Inc.
                        Dated March 11, 2004

ITEM 12.  Results of Operations and Financial Condition

     On March 11, 2004 Forest City Enterprises, Inc. issued a press release
announcing financial results for the three and twelve months ended January 31,
2004. A copy of this press release is attached hereto as Exhibit 99.1. This
information shall not be deemed "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934,(the "Exchange Act"), or incorporated by
reference in any filing under the Securities Act of 1933, or the Exchange Act,
except as shall be expressly set forth by specific reference in such a filing.





                                    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

Date: March 11, 2004






                                  EXHIBIT INDEX

Exhibit
Number                                       Description
--------------------------------------------------------------------------------

         99.1     -    Press Release of Forest City Enterprises, Inc.
                       Dated March 11, 2004