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 RONALD A	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, SUIT 1100	3. Date of Earliest Transaction (MM/DD/YYYY) 5/15/2014
(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	5/15/2014		S		171940	D	$18.467 ⁽¹⁾	345853	I	See footnote ⁽¹⁾
Class A Common Stock								231646	I	See footnote ⁽²⁾
Class A Common Stock								187500	I	See footnote ⁽³⁾
Class A Common Stock								4696	I	See footnote ⁽⁴⁾
Class A Common Stock								28408	I	See footnote ⁽⁵⁾
Class A Common Stock								2540	D ⁽⁶⁾

*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 ⁽²⁴⁾							8/8/1988 ⁽²⁴⁾	8/8/1988 ⁽²⁴⁾	Common Stock	900		900	I	See footnote ⁽⁷⁾
Class B Common - Convertible	$0 ⁽²⁴⁾							8/8/1988 ⁽²⁴⁾	8/8/1988 ⁽²⁴⁾	Common Stock	784		784	D
Class B Common - Convertible	$0 ⁽²⁴⁾							8/8/1988 ⁽²⁴⁾	8/8/1988 ⁽²⁴⁾	Common Stock	728401		728401	I	See footnote ⁽⁸⁾
Class B Common - Convertible	$0 ⁽²⁴⁾							8/8/1988 ⁽²⁴⁾	8/8/1988 ⁽²⁴⁾	Common Stock	715860		715860	I	See footnote ⁽⁹⁾
Class B Common - Convertible	$0 ⁽²⁴⁾							8/8/1988 ⁽²⁴⁾	8/8/1988 ⁽²⁴⁾	Common Stock	468444		468444	I	See footnote ⁽¹⁰⁾
2005 Stock Option Grant (right to buy)	$31.75							4/6/2007 ⁽¹¹⁾	4/6/2015	Class A Common	25200		25200	D ⁽¹¹⁾
2006 Stock Option Grant (right to buy)	$46.37							4/4/2008 ⁽¹²⁾	4/4/2016	Class A Common	25200		25200	D ⁽¹²⁾
2007 Stock Option Grant (right to buy)	$65.35							3/29/2009	3/29/2017	Class A Common	25200		25200	D ⁽¹³⁾
2008 Stock Option Grant (right to buy)	$36.38							6/18/2010 ⁽¹⁴⁾	6/18/2018	Class A Common	17721		17721	D ⁽¹⁴⁾
2009 Stock Option Grant (right to buy)	$7.80							4/21/2011 ⁽¹⁵⁾	4/21/2019	Class A Common	21797		21797	D ⁽¹⁵⁾
2010 Stock Option Grant (right to buy)	$15.89							4/14/2012 ⁽¹⁶⁾	4/14/2020	Class A Common	36635		36635	D ⁽¹⁶⁾
2011 Stock Option Grant (right to buy)	$17.72							4/13/2013 ⁽¹⁷⁾	4/13/2021	Class A Common	24103		24103	D ⁽¹⁷⁾
2012 Stock Option Grant (right to buy)	$14.74							4/11/2014 ⁽¹⁸⁾	4/11/2022	Class A Common	32477		32477	D ⁽¹⁸⁾
2013 Stock Option Grant (right to buy)	$17.60							4/8/2015 ⁽¹⁹⁾	4/8/2023	Class A Common	30384		30384	D ⁽¹⁹⁾
2014 Stock Option Grant (right to buy)	$18.73							3/28/2016 ⁽²⁰⁾	3/28/2024	Class A Common	28745		28745	D ⁽²⁰⁾
2012 Performance Shares	$0							12/31/2015	8/8/1988 ⁽²¹⁾	Class A Common	20352		20352	D ⁽²¹⁾
2013 Performance Shares	$0							12/31/2016	8/8/1988 ⁽²²⁾	Class A Common	17940		17940	D ⁽²²⁾
2014 Performance Shares	$0							12/31/2017	8/8/1988 ⁽²³⁾	Class A Common	17796		17796	D ⁽²³⁾

Explanation of Responses:
( 1)	The Ronald Ratner 1986 Trust Agreement, as modified (Ronald is Trustee). The price $18.46688 represents a weighed average of sales prices ranging from $18.45 per share to $18.76 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.
( 2)	Deborah Ratner Trust - individually trust of spouse, shares held in account at McDonald Investments.
( 3)	Deborah Ratner 2012 Irrev Trust - Ronald Ratner is trustee.
( 4)	Deborah B. Ratner, Trustee of the Irene Meldon 1998 Irrevocable dated 12/04/1998 - 2,348 shares for benefit of Matthew (son), and 2,348 shares for benefit of Sarah (daughter) - Ronald Ratner disclaims any beneficial interest.
( 5)	Max Ratner Grandchildren's Trust dated 12/21/1988 - 18,939 sharesfor the benefit of Sarah (daughter) and 9,469 shares for Matthew (son), Ron Ratner serves as a trust advisor. Ronald Ratner disclaims any beneficial interest.
( 6)	2011 Restricted Stock Grant - 25% vest on 4/13/2013; 25% vest on 4/13/2014; and 50% vest on 4/13/2015.
( 7)	General Partnership interest in RMS, Ltd. partnership a 10% sharelholder.
( 8)	The Ronald Ratner 1986 Trust Agreement, as modified (Ronald is Trustee); these shares are held by FCE Management, LP as a limited partner of RMS, Ltd. (limited partnership).
( 9)	Max Ratner Grandchildren's Trust dated 12/21/1988 - 370,350 shares for the benefit of Sarah (daughter) and 345,510 for the benefit of Matthew (son) RMS, Ltd. - limited partnership interest. Ron Ratner serves as a trust advisor. Ronald Ratner disclaims any beneficial interest.
( 10)	Max Ratner Family 1999 Revocable Trust - 278,540 shares for the benefit of Sarah Ratner (daughter) and 189,904 shares for the benefit of Matthew (son). Ron Ratner serves as a trust advisor. Ronald Ratner disclaims any beneficial interest.
( 11)	2005 Stock Option Grant - 25% exercisable 4/06/2007; 25% exercisable 4/06/2008; and 50% exersicable 4/06/2009.
( 12)	2006 Stock Option Grant - 25% exercisable 4/04/2008; 25% exercisable 4/04/2009; and 50% exersicable 4/04/2010.
( 13)	2007 Stock Option Grant - 25% exercisable 3/29/2009; 25% exercisable 3/29/2010; and 50% exercisable 3/29/2011.
( 14)	2008 Stock Option Grant - 25% exercisable 6/18/2010; 25% exercisable 6/18/2011; and 50% exercisable 6/18/2012.
( 15)	2009 Stock Option Grant - 25% exercisable 4/21/2011; 25% exercisable 4/21/2012; and 50% exercisable 4/21/2013.
( 16)	2010 Stock Option Grant - 25% exercisable 4/14/2012; 25% exercisable 4/14/2013; and 50% exercisable 4/14/2014.
( 17)	2011 Stock Option Grant - 25% exercisable 4/13/2013; 25% exercisable 4/13/2014; and 50% exercisable 4/13/2015.
( 18)	2012 Stock Option Grant - 25% exercisable 4/11/2014; 25% exercisable 4/11/2015; and 50% exercisable 4/11/2016.
( 19)	2013 Stock Option Grant - 25% exercisable 4/08/2015; 25% exercisable 4/08/2016; and 50% exercisable 4/08/2017.
( 20)	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.
( 21)	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.
( 22)	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.
( 23)	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.
( 24)	Class B Common Stock is convertible to Class A Common Stock on a share -for -share basis; stock are 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 RONALD A 50 PUBLIC SQUARE, SUIT 1100 CLEVELAND, OH 44113	X	X	Executive Vice President

Signatures
Geralyn M. Presti, Attorney-in-Fact for Ronald A. Ratner		5/19/2014
^** 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.