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): June 8, 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 12.  Results of Operations and Financial Condition

     On June 8, 2004,  Forest  City  Enterprises,  Inc.  issued a press  release
announcing  financial  results for the three months ended April 30, 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: June 8, 2004







                                  EXHIBIT INDEX

Exhibit
Number         Description
--------------------------------------------------------------------------------
 99.1     -    Press Release of Forest City Enterprises, Inc.
               Dated June 8, 2004