Statement of Changes in Beneficial Ownership (4)

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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response... 0.5
	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^* RATNER BRIAN J	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 __ X __ Officer (give title below) _____ Other (specify below) Executive Vice President
(Last) (First) (Middle) 50 PUBLIC SQUARE, SUITE 1100	3. Date of Earliest Transaction (MM/DD/YYYY) 6/13/2013
(Street) CLEVELAND, OH 44113 (City) (State) (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	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. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock								887310	I	See footnote ⁽¹⁾
Class A Common Stock								3192	I	See foot note ⁽²⁾
Class A Common Stock								532257	I	See foot note ⁽³⁾
Class A Common Stock	6/13/2013		S		33800	D	$18.163 ⁽⁴⁾	0	I	See foot note ⁽⁴⁾
Class A Common Stock								2488	D ⁽⁵⁾
Class A Common Stock								4287	D ⁽⁶⁾
Class A Common Stock								9905	D ⁽⁷⁾
Class A Common Stock								8544	D ⁽⁸⁾

*Table II - Derivative Securities Beneficially Owned ( e.g.* , puts, calls, warrants, options, convertible securities)**
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common - Convertible	$0 ⁽²⁶⁾							8/8/1988 ⁽²⁶⁾	8/8/1988 ⁽²⁶⁾	Common Stock	900		900 ⁽⁹⁾	D
Class B Common - Convertible	$0 ⁽²⁶⁾							8/8/1988 ⁽²⁶⁾	8/8/1988 ⁽²⁶⁾	Common Stock	1894		1894	I	See footnote ⁽¹⁾
Class B Common - Convertible	$0 ⁽²⁶⁾							8/8/1988 ⁽²⁶⁾	8/8/1988 ⁽²⁶⁾	Common Stock	420618		420618	I	See footnote ⁽¹⁰⁾
Class B Common - Convertible	$0 ⁽²⁶⁾							8/8/1988 ⁽²⁶⁾	8/8/1988 ⁽²⁶⁾	Common Stock	344736		344736	I	See footnote ⁽¹¹⁾
Class B Common - Convertible	$0 ⁽²⁶⁾							8/8/1988 ⁽²⁶⁾	8/8/1988 ⁽²⁶⁾	Common Stock	183984		183984	I	See footnote ⁽¹²⁾
Class B Common - Convertible	$0 ⁽²⁶⁾							8/8/1988 ⁽²⁶⁾	8/8/1988 ⁽²⁶⁾	Common Stock	88290		88290	I	See footnote ⁽¹³⁾
Class B Common - Convertible	$0 ⁽²⁶⁾							8/8/1988 ⁽²⁶⁾	8/8/1988 ⁽²⁶⁾	Common Stock	225547		225547	I	See footnote ⁽¹⁴⁾
Class B Common - Convertible	$0 ⁽²⁶⁾							8/8/1988 ⁽²⁶⁾	8/8/1988 ⁽²⁶⁾	Common Stock	35238		35238	I	See footnote ⁽¹⁵⁾
Class B Common - Convertible	$0 ⁽²⁶⁾							8/8/1988 ⁽²⁶⁾	8/8/1988 ⁽²⁶⁾	Common Stock	26580		26580	I	See footnote ⁽¹⁶⁾
Class B Common - Convertible	$0 ⁽²⁶⁾							8/8/1988 ⁽²⁶⁾	8/8/1988 ⁽²⁶⁾	Common Stock	110712		110712	I	See footnote ⁽⁴⁾
2005 Stock Option Grant (right to buy)	$31.75							4/6/2007 ⁽¹⁷⁾	4/6/2015	Class A Common	15000		15000	D ⁽¹⁷⁾
2006 Stock Option Grant (right to buy)	$46.37							4/4/2008 ⁽¹⁸⁾	4/4/2016	Class A Common	15000		15000	D ⁽¹⁸⁾
2007 Stock Option Grant (right to buy)	$65.35							3/29/2009 ⁽¹⁹⁾	3/29/2017	Class A Common	15000		15000	D ⁽¹⁹⁾
2008 Stock Option Grant (right to buy)	$36.38							6/18/2010 ⁽²⁰⁾	6/18/2018	Class A Common	9492		9492	D ⁽²⁰⁾
2009 Stock Option Grant (right to buy)	$7.80							4/21/2011 ⁽²¹⁾	4/21/2019	Class A Common	4746		4746	D ⁽²¹⁾
2010 Stock Option Grant (right to buy)	$15.89							4/14/2012 ⁽²²⁾	4/14/2020	Class A Common	7913		7913	D ⁽²²⁾
2011 Stock Option Grant (right to buy)	$17.72							4/13/2013 ⁽²³⁾	4/13/2021	Class A Common	9041		9041	D ⁽²³⁾
2012 Performance Shares	$0							12/31/2015	8/8/1988 ⁽²⁴⁾	Class A Common	9905		9905	D ⁽²⁴⁾
2013 Performance Shares	$0							12/31/2016	8/8/1988 ⁽²⁵⁾	Class A Common	8093		8093	D ⁽²⁵⁾

Explanation of Responses:
( 1)	Brian Ratner Revocable Trust dated 8/18/1986. 5,095 shares restricted shares that vested 4/21/13 were transferred to this account.
( 2)	Albert B. Ratner 1989 Grand Childrens Trust - 1,596 shares for the benefit of David (son), and 1,596 shares for the benefit of Emily (daughter). Brian Ratner serves as trustee for the trust.
( 3)	Albert B. Ratner 1986 Remainder Interest Trust - 266,129 shares for the benefit of David (son), and 266,128 shares for the benefit of Emily (daughter). Brian Ratner serves as a trust advisor. Brian Ratner disclaims any beneficial interest.
( 4)	Emily Ratner, Trustee - Brian Ratner, (father) serves as trust advisor. Brian Ratner serves as a trust advisor. Brian Ratner disclaims any beneficial interest. The price $18.163 represents a weighed average of sales prices ranging from $18.145 per share to $18.17 per share. Full information regarding the number of shares sold at each separate price will be provided to the SEC, the issuer or a security holder of the issuer upon request.
( 5)	2010 Restricted Stock Grant - 25% vest on 4/14/2012; 25% vest on 4/14/2013; and 50% vest on 4/14/2014. The 1,244 restricted shares that vested 4/14/2013 were moved to Brian Ratner Rev. Trust account. See footnote #1.
( 6)	2011 Restricted Stock Grant - 25% vest on 4/13/2013; 25% vest on 4/13/2014; and 50% vest on 4/13/2015. The 1,428 restricted shares that vested 4/13/2013 were moved to Brian Ratner Rev. Trust account. See footnote #1.
( 7)	2012 Restricted Stock Grant - 25% vest on 4/11/2014; 25% vest on 4/11/2015; and 50% vest on 4/11/2016.
( 8)	2013 Restricted Stock Grant - 25% vest on 4/08/2015; 25% vest on 4/08/2016; and 50% vest on 4/08/2017.
( 9)	General Partnership interest in RMS, Ltd. partnership a 10% sharelholder.
( 10)	Brian Ratner Trust dated 1/15/1958 - limited partnership interest in FCE Management, L.P. a limited partner of RMS, Ltd.
( 11)	Albert Ratner 1989 Grandchildren Trust - 172,547 shares for the benefit of David (son), and 172,189 shares for the benefit of Emily (daughter) as a limited partner of FCE Managment, L.P., a limited partner of RMS, Ltd. Brian Ratner serves as trustee for the trust.
( 12)	Albert B. Ratner 1989 Grand Childrens Trust - a limited partnership interest in RMS, Ltd., for the benefit of David (son). Brian Ratner disclaims any beneficial interest. Brian Ratner serves as trustee for the trust.
( 13)	Albert B. Ratner 1989 Grand Childrens Trust - a limited partnership interest in RMS, Ltd., for the benefit of Emily (daughter). Brian Ratner disclaims any beneficial interest. Brian Ratner serves as trustee for the trust.
( 14)	Albert B. Ratner 1999 Revocable Trust - limited partnership interest in FCE Management, L.P., a limited partner of RMS, Ltd., 107,771 shares for the benefit of David (son), and 117,776 shares for the benefit of Emily (daughter). Brian Ratner disclaims any benefical interest. Brian Ratner serves as an advisor to the trust.
( 15)	Albert Ratner 1986 Grandchildren's Trust for the benefit of David (son), as limited partner in RMS.
( 16)	David Ratner, Trustee - Brian Ratner (father) serves as trust advisor. Brian Ratner disclaims any beneficial interest.
( 17)	2005 Stock Option Grant - 25% exercisable 4/06/2007; 25% exercisable 4/06/2008; and 50% exersicable 4/06/2009.
( 18)	2006 Stock Option Grant - 25% exercisable on 4/04/2008; 25% exercisable on 4/04/2009; and 50% exersicable on 4/04/2010.
( 19)	2007 Stock Option Grant - 25% exercisable 3/29/2009; 25% exercisable 3/29/2010; and 50% exercisable 3/29/2011.
( 20)	2008 Stock Option Grant - 25% exercisable 6/18/2010; 25% exercisable 6/18/2011; and 50% exercisable 6/18/2012.
( 21)	2009 Stock Option Grant - 25% exercisable 4/21/2011; 25% exercisable 4/21/2012; and 50% exercisable 4/21/2013.
( 22)	2010 Stock Option Grant - 25% exercisable 4/14/2012; 25% exercisable 4/14/2013; and 50% exercisable 4/14/2014.
( 23)	2011 Stock Option Grant - 25% exercisable 4/13/2013; 25% exercisable 4/13/2014; and 50% exercisable 4/13/2015.
( 24)	Performance Shares Award - granted 4/11/2012 - performance period is from February 1, 2012 to December 31, 2015. Awards will be available to the grantee at the end of the performance period provided that certain performance criteria are met. The actual number of shares earned could range from 0 to 200% of the number of Performance Shares granted. Fair market value on date of grant is $14.74 per share. There is no fixed expiration date.
( 25)	Performance Shares Award - granted 4/08/2013 - performance period is from February 1, 2013 to December 31, 2016. Awards will be available to the grantee at the end of the performance period provided that certain performance criteria are met. The actual number of shares earned could range from 0 to 200% of the number of Performance Shares granted. Fair market value on date of grant is $17.60 per share. There is no fixed expiration date.
( 26)	Class B Common Stock is convertible to Class A Common Stock on a share -for -share basis; stock is convertible at any time - there is no fixed exercise date or expiration date.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
RATNER BRIAN J 50 PUBLIC SQUARE, SUITE 1100 CLEVELAND, OH 44113	X	X	Executive Vice President

Signatures
Geralyn M. Presti, Attorney-in-Fact for Brian J. Ratner		6/14/2013
^** 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 control number.