UNITED STATES
                       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): December 9, 2004


                          Forest City Enterprises, Inc.
                          -----------------------------
             (Exact name of registrant as specified in its 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
----------------------------------------------      -------------------
(Address of principal executive offices)                 (Zip Code)


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

                                 Not Applicable
      ------------------------------------------------------------
      (Former Name or Former Address, if Changed Since Last Report)


Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act
      (17 CFR 230.425)

[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act
     (17 CFR 240.14a-12)

[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the
      Exchange Act (17 CFR 240.14d-2(b))

[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the
      Exchange Act (17 CFR 240.13e-4(c))

Item 2.02.  Results of Operations and Financial Condition

            On December 9, 2004, Forest City Enterprises, Inc. issued a press
release announcing financial results for the three months and nine months ended
October 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: December 9, 2004


                                  EXHIBIT INDEX

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

         99.1     -    Press Release of Forest City Enterprises, Inc.
                       Dated December 9, 2004