FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person * ESPOSITO MICHAEL P JR   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 _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 1221 AVENUE OF THE AMERICAS 3. Date of Earliest Transaction (Month/Day/Year) 06/21/2005 (Street) NEW YORK, NY 10020-1001 4. If Amendment, Date 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 (City) (State) (Zip) 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 Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Class A Common               1,509.784 D (1)   Class A Common               545.727 D (2)   Class A Common Stock               39,000 D (3)   Class A Common Stock               12,450 D (4)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

2003 Stock Option Grant (right to buy)

$ 31

03/17/2005(5)

03/17/2013

Class A Common

8,100

8,100

D (5)

2005 Stock Option Grant (right to buy)

$ 63.5 (6)

04/06/2007(6)

04/06/2015

Class A Common

5,400

5,400

D (6)

Phantom Stock

$ 0 (9)

06/21/2005

A

75.758 (9)

08/08/1988(7)

08/08/1988(8)

Class A Common

2,723.973

$ 66

2,799.731

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
ESPOSITO MICHAEL P JR 1221 AVENUE OF THE AMERICAS NEW YORK, NY 10020-1001	X

Signatures

Geralyn M. Presti, Attorney-In-Fact for Michael P. Esposito, Jr.		06/22/2005
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Held in a Dividend Reinvestment Account (DRIP).
(2)	Shares which were aquired under the Forest City Enterprises, Inc. Employee Stock Purchase Plan.
(3)	Held Direct - in Mr. Esposito's name in an account at Smith Barney, Paramus, NJ.
(4)	Held in an account at Smith Barney - Sarasota, FL.
(5)	2003 Stock Option Grant - 25% exercisable on 3/17/2005; 25% exercisable 3/17/2006; and 50% exercisable 3/17/2007.
(6)	2005 Stock Option Grant - 25% exercisable on 4/06/2007; 25% exercisable on 4/06/2008; and 50% exersicable on 4/06/2009.
(7)	Exercisable at retirement, termination, death or disability.
(8)	No present expiration date
(9)	Phantom Stock - 1-for-1 - Deferred compensation plan contributing $5,000 after each board of director's meeting; updated to reflect current holdings.

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