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 ^* OBRIEN ROBERT G	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) _____ Director _____ 10% Owner __ X __ Officer (give title below) _____ Other (specify below) Exec VP & CFO
(Last) (First) (Middle) 50 PUBLIC SQUARE, SUITE 1100	3. Date of Earliest Transaction (MM/DD/YYYY) 3/28/2014
(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								50000	I	See footnote ⁽¹⁾
Class A Common Stock								50721	I	See footnote ⁽²⁾
Class A Common Stock								30522	D ⁽³⁾
Class A Common Stock								49308	D ⁽⁴⁾
Class A Common Stock								57666	D ⁽⁵⁾
Class A Common Stock								48295	D ⁽⁶⁾
Class A Common Stock	3/28/2014		A		22690	A	$0	22690	D ⁽⁷⁾
Class A Common Stock								11127	I	See footnote ⁽⁸⁾
Class A Common Stock								11143	I	See footnote ⁽⁹⁾
Class A Common Stock								11143	I	See footnote ⁽¹⁰⁾
Class A Common Stock								78854	D ⁽¹¹⁾

*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)
2005 Stock Option Grant (right to buy)	$31.75							4/6/2007 ⁽¹²⁾	4/6/2015	Class A Common	25200		25200	D ⁽¹²⁾
2006 Stock Option Grant (right to buy)	$46.37							4/4/2008 ⁽¹³⁾	4/4/2016	Class A Common	25200		25200	D ⁽¹³⁾
2007 Stock Option Grant (right to buy)	$65.35							3/29/2009 ⁽¹⁴⁾	3/29/2017	Class A Common	25200		25200	D ⁽¹⁴⁾
2008 Stock Option Grant (right to buy)	$36.38							6/18/2010 ⁽¹⁵⁾	6/18/2018	Class A Common	28059		28059	D ⁽¹⁵⁾
2009 Stock Option Grant (right to buy)	$7.80							4/21/2011 ⁽¹⁶⁾	4/21/2019	Class A Common	14030		14030	D ⁽¹⁶⁾
2010 Stock Option Grant (right to buy)	$15.89							4/14/2012 ⁽¹⁷⁾	4/14/2020	Class A Common	36035		36035	D ⁽¹⁷⁾
2011 Stock Option Grant (right to buy)	$17.72							4/13/2013 ⁽¹⁸⁾	4/13/2021	Class A Common	44190		44190	D ⁽¹⁸⁾
2012 Stock Option Grant (right to buy)	$14.74							4/11/2014 ⁽¹⁹⁾	4/11/2022	Class A Common	39694		39694	D ⁽¹⁹⁾
2013 Stock Option Grant (right to buy)	$17.60							4/8/2015 ⁽²⁰⁾	4/8/2023	Class A Common	33422		33422	D ⁽²⁰⁾
2014 Stock Option Grant (right to buy)	$18.73	3/28/2014		A		31620		3/28/2016 ⁽²¹⁾	3/28/2024	Class A Common	31620	$0	31620	D ⁽²¹⁾
2012 Performance Shares	$0							12/31/2015	8/8/1988 ⁽²²⁾	Class A Common	24875		24875	D ⁽²²⁾
2013 Performance Shares	$0							12/31/2016	8/8/1988 ⁽²³⁾	Class A Common	19734		19734	D ⁽²³⁾
2014 Performance Shares	$0	3/31/2014		A		19576		12/31/2017	8/8/1988 ⁽²⁴⁾	Class A Common	19576	$0 ⁽²⁴⁾	19576	D ⁽²⁴⁾

Explanation of Responses:
( 1)	2013 GRAT for Robert G. O'Brien.
( 2)	Robert G. O'Brien Trust - account with Schwab .
( 3)	2010 Restricted Stock Grant - 25% vest on 4/14/2012; 25% vest on 4/14/2013; and 50% vest on 4/14/2014.
( 4)	2011 Restricted Stock Grant - 25% vest on 4/13/2013; 25% vest on 4/13/2014; and 50% vest on 4/13/2015.
( 5)	2012 Restricted Stock Grant - 25% vest on 4/11/2014; 25% vest on 4/11/2015; and 50% vest on 4/11/2016.
( 6)	2013 Restricted Stock Grant - 25% vest on 4/08/2015; 25% vest on 4/08/2016; and 50% vest on 4/08/2017.
( 7)	2014 Restricted Stock Grant - 0% vest on 3/28/2015; 25% vest on 3/28/2016; 25% vest on 3/28/2017; and 50% vest on 3/28/2018.
( 8)	Shares held by Robert L. O'Brien, son - Indirect
( 9)	Shares held by Kathleen G. O'Brien, daughter - Indirect
( 10)	Shares held by Sara F. O'Brien, daughter - Indirect
( 11)	Shares are held by Robert & Ann (wife) O'Brien in a street account at Commonwealth.
( 12)	2005 Stock Option Grant - 25% exercisable 4/06/2007; 25% exercisable 4/06/2008; and 50% exersicable 4/06/2009.
( 13)	2006 Stock Option Grant - 25% exercisable 4/04/2008; 25% exercisable 4/04/2009; and 50% exersicable 4/04/2010.
( 14)	2007 Stock Option Grant - 25% exercisable 3/29/2009; 25% exercisable 3/29/2010; and 50% exercisable 3/29/2011.
( 15)	2008 Stock Option Grant - 25% exercisable 6/18/2010; 25% exercisable 6/18/2011; and 50% exercisable 6/18/2012.
( 16)	2009 Stock Option Grant - 25% exercisable 4/21/2011; 25% exercisable 4/21/2012; and 50% exercisable 4/21/2013.
( 17)	2010 Stock Option Grant - 25% exercisable 4/14/2012; 25% exercisable 4/14/2013; and 50% exercisable 4/14/2014.
( 18)	2011 Stock Option Grant - 25% exercisable 4/13/2013; 25% exercisable 4/13/2014; and 50% exercisable 4/13/2015.
( 19)	2012 Stock Option Grant - 25% exercisable 4/11/2014; 25% exercisable 4/11/2015; and 50% exercisable 4/11/2016.
( 20)	2013 Stock Option Grant - 25% exercisable 4/08/2015; 25% exercisable 4/08/2016; and 50% exercisable 4/08/2017.
( 21)	2014 Stock Option Grant - 0% exercisable 3/28/2015; 25% exercisable 3/28/2016; 25% exercisable 3/28/2017; and 50% exercisable 3/28/2018.
( 22)	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.
( 23)	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.
( 24)	Performance Shares Award - granted 3/28/2014 - performance period is from January 1, 2014 to December 31, 2017. 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 $18.73 per share. There is no fixed expiration date.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
OBRIEN ROBERT G 50 PUBLIC SQUARE, SUITE 1100 CLEVELAND, OH 44113			Exec VP & CFO

Signatures
Geralyn M. Presti, Attorney-In-Fact for Robert G. O'Brien		4/1/2014
^** Signature of Reporting Person		Date

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