Annual Statement of Changes in Beneficial Ownership (5)

FORM 5

[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
[ ] Form 3 Holdings Reported
[ ] Form 4 Transactions Reported

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

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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 ^* LARUE DAVID 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) _____ Director _____ 10% Owner __ X __ Officer (give title below) _____ Other (specify below) CEO & President
(Last) (First) (Middle) 50 PUBLIC SQUARE, SUITE 1100	3. Statement for Issuer's Fiscal Year Ended (MM/DD/YYYY) 12/31/2013
(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	3. Trans. Code (Instr. 8)	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							46316	I	See footnote ⁽¹⁾
Class A Common Stock							27376	D ⁽²⁾
Class A Common Stock							52483	D ⁽³⁾
Class A Common Stock	4/2/2013		G	800	A	$0	4700	I	See footnote ⁽⁴⁾
Class A Common Stock	4/2/2013		G	800	A	$0	4700	I	See footnote ⁽⁵⁾
Class A Common Stock	4/2/2013		G	800	A	$0	4700	I	See footnote ⁽⁶⁾
Class A Common Stock	4/2/2013		G	800	A	$0	800	I	See footnote ⁽⁷⁾
Class A Common Stock							8460	D ⁽⁸⁾
Class A Common Stock							6675	I	See footnote ⁽⁹⁾
Class A Common Stock							3900	D ⁽¹⁰⁾
Class A Common Stock							108556	D ⁽¹¹⁾
Class A Common Stock							31502.245	I	401k Plan ⁽¹²⁾

*Table II - Derivative Securities Acquired, Disposed of, or 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 (MM/DD/YYYY)		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 at End of Issuer's Fiscal Year (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	4. Trans. Code (Instr. 8)	(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 ⁽²⁴⁾	$0						8/8/1988 ⁽²⁴⁾	8/8/1988 ⁽²⁴⁾	Common Stock	1435.4697		1435.4697	I	See footnote ⁽¹²⁾
2005 Stock Option Grant (right to buy)	$31.75						4/6/2007 ⁽¹³⁾	4/6/2015	Class A Common	25200		25200	D ⁽¹³⁾
2006 Stock Option Grant (right to buy)	$46.37						4/4/2008 ⁽¹⁴⁾	4/6/2016	Class A Common	25200		25200	D ⁽¹⁴⁾
2007 Stock Option Grant (right to buy)	$65.35						3/29/2009 ⁽¹⁵⁾	3/29/2017	Class A Common	25200		25200	D ⁽¹⁵⁾
2008 Stock Option Grant (right to buy)	$36.38						6/18/2010 ⁽¹⁶⁾	6/18/2018	Class A Common	28059		28059	D ⁽¹⁶⁾
2009 Stock Option Grant (right to buy)	$7.80						4/21/2011 ⁽¹⁷⁾	4/21/2019	Class A Common	14030		14030	D ⁽¹⁷⁾
2010 Stock Option Grant (right to buy)	$15.89						4/14/2012 ⁽¹⁸⁾	4/14/2020	Class A Common	36035		36035	D ⁽¹⁸⁾
2011 Stock Option Grant (right to buy)	$17.72						4/13/2013 ⁽¹⁹⁾	4/13/2021	Class A Common	64277		64277	D ⁽¹⁹⁾
2012 Stock Option Grant (right to buy)	$14.74						4/11/2014 ⁽²⁰⁾	4/11/2022	Class A Common	77945		77945	D ⁽²⁰⁾
2013 Stock Option Grant (right to buy)	$17.60						4/8/2015 ⁽²¹⁾	4/8/2023	Class A Common	65630		65630	D ⁽²¹⁾
2012 Performance Shares	$0						12/31/2015 ⁽²²⁾	8/8/1988 ⁽²²⁾	Class A Common	48846		48846	D ⁽²²⁾
2013 Performance Shares	$0						12/31/2016 ⁽²³⁾	8/8/1988 ⁽²³⁾	Class A Common	38751		38751	D ⁽²³⁾

Explanation of Responses:
( 1)	GRAT for David J. LaRue.
( 2)	2010 Restricted Stock Grant - 25% vest on 4/14/2012; 25% vest on 4/14/2013; and 50% vest on 4/14/2014.
( 3)	2011 Restricted Stock Grant - 25% vest on 4/13/2013; 25% vest on 4/13/2014; and 50% vest on 4/13/2015.
( 4)	Shares held by Andre LaRue, son, Cindy LaRue (spouse) is custodian on the account - Indirect
( 5)	Shares held by Paul LaRue, son, Cindy LaRue (spouse) is custodian on the account - Indirect
( 6)	Shares held by Tessa LaRue, daughter, Cindy LaRue (spouse) is custodian on the account - Indirect
( 7)	Shares held by Anna LaRue, daughter, Cindy LaRue (spouse) is custodian on the account - Indirect
( 8)	Shares are held in street account.
( 9)	Shares are held by Cindy LaRue (spouse) in street account.
( 10)	Shares are held by David LaRue & Cindy LaRue Trust account.
( 11)	Shares are held by transfer agent in a direct registration account.
( 12)	FCE's 401k Plan account, shares are held indirect.
( 13)	2005 Stock Option Grant - 25% exercisable 4/06/2007; 25% exercisable 4/06/2008; and 50% exersicable 4/06/2009.
( 14)	2006 Stock Option Grant - 25% exercisable 4/04/2008; 25% exercisable 4/04/2009; and 50% exersicable 4/04/2010.
( 15)	2007 Stock Option Grant - 25% exercisable 3/29/2009; 25% exercisable 3/29/2010; and 50% exercisable 3/29/2011.
( 16)	2008 Stock Option Grant - 25% exercisable 6/18/2010; 25% exercisable 6/18/2011; and 50% exercisable 6/18/2012.
( 17)	2009 Stock Option Grant - 25% exercisable 4/21/2011; 25% exercisable 4/21/2012; and 50% exercisable 4/21/2013.
( 18)	2010 Stock Option Grant - 25% exercisable 4/14/2012; 25% exercisable 4/14/2013; and 50% exercisable 4/14/2014.
( 19)	2011 Stock Option Grant - 25% exercisable 4/13/2013; 25% exercisable 4/13/2014; and 50% exercisable 4/13/2015.
( 20)	2012 Stock Option Grant - 25% exercisable 4/11/2014; 25% exercisable 4/11/2015; and 50% exercisable 4/11/2016.
( 21)	2013 Stock Option Grant - 25% exercisable 4/08/2015; 25% exercisable 4/08/2016; and 50% exercisable 4/08/2017.
( 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)	Stocks are convertible from Class B to Class A on a 1-for-1 basis. There is no exercise or fixed expriation date.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
LARUE DAVID J 50 PUBLIC SQUARE, SUITE 1100 CLEVELAND, OH 44113			CEO & President

Signatures
Geralyn M. Presti, Attorney-In-Fact for David J. LaRue		2/14/2014
^** 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).
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