Sec Form 4/A Filing - RATNER BRIAN J @ FOREST CITY ENTERPRISES INC - 2015-09-24

FORM 4/A 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 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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

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/YY) 09/24/2015 (Street) CLEVELAND, OH44113 4. If Amendment, Date Original Filed (MM/DD/YY) 09/28/2015 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 Stock 614,844 I See footnote ( 1 ) Class A Common Stock 09/24/2015 S 1,596 D $ 20.2981 ( 1 ) 51,596 I See foot note ( 2 ) Class A Common Stock 09/24/2015 S 17,904 D $ 20.2372 ( 1 ) 33,692 I See foot note ( 2 ) Class A Common Stock 432,257 I See foot note ( 3 ) Class A Common Stock 25,000 I See foot note ( 15 ) Class A Common Stock 4,953 D ( 4 ) Class A Common Stock 6,408 D ( 5 ) Class A Common Stock 8,008 D ( 6 ) Class A Common Stock 6,275 D ( 7 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 Class B Common - Convertible $ 0 ( 28 ) 08/08/1988( 28 ) 08/08/1988( 28 ) Common Stock 900 900 ( 8 ) D Class B Common - Convertible $ 0 ( 28 ) 08/08/1988( 28 ) 08/08/1988( 28 ) Common Stock 894 894 I See footnote ( 1 ) Class B Common - Convertible $ 0 ( 28 ) 08/08/1988( 28 ) 08/08/1988( 28 ) Common Stock 1,000 1,000 I See footnote ( 1 ) Class B Common - Convertible $ 0 ( 28 ) 08/08/1988( 28 ) 08/08/1988( 28 ) Common Stock 420,618 420,618 I See footnote ( 1 ) Class B Common - Convertible $ 0 ( 28 ) 08/08/1988( 28 ) 08/08/1988( 28 ) Common Stock 100,000 100,000 I See footnote ( 3 ) Class B Common - Convertible $ 0 ( 28 ) 08/08/1988( 28 ) 08/08/1988( 28 ) Common Stock 344,736 344,736 I See footnote ( 9 ) Class B Common - Convertible $ 0 ( 28 ) 08/08/1988( 28 ) 08/08/1988( 28 ) Common Stock 158,984 158,984 I See footnote ( 10 ) Class B Common - Convertible $ 0 ( 28 ) 08/08/1988( 28 ) 08/08/1988( 28 ) Common Stock 63,290 63,290 I See footnote ( 11 ) Class B Common - Convertible $ 0 ( 28 ) 08/08/1988( 28 ) 08/08/1988( 28 ) Common Stock 225,547 225,547 I See footnote ( 12 ) Class B Common - Convertible $ 0 ( 28 ) 08/08/1988( 28 ) 08/08/1988( 28 ) Common Stock 35,238 35,238 I See footnote ( 13 ) Class B Common - Convertible $ 0 ( 28 ) 08/08/1988( 28 ) 08/08/1988( 28 ) Common Stock 1,580 1,580 I See footnote ( 14 ) Class B Common - Convertible $ 0 ( 28 ) 08/08/1988( 28 ) 08/08/1988( 28 ) Common Stock 85,712 85,712 I See footnote ( 15 ) 2005 Stock Option Grant (right to buy) $ 31.75 04/06/2007( 16 ) 04/06/2015 Class A Common 15,000 15,000 D ( 16 ) 2006 Stock Option Grant (right to buy) $ 46.37 04/04/2008( 17 ) 04/04/2016 Class A Common 15,000 15,000 D ( 17 ) 2007 Stock Option Grant (right to buy) $ 65.35 03/29/2009( 18 ) 03/29/2017 Class A Common 15,000 15,000 D ( 18 ) 2008 Stock Option Grant (right to buy) $ 36.38 06/18/2010( 19 ) 06/18/2018 Class A Common 9,492 9,492 D ( 19 ) 2009 Stock Option Grant (right to buy) $ 7.8 04/21/2011( 20 ) 04/21/2019 Class A Common 4,746 4,746 D ( 20 ) 2010 Stock Option Grant (right to buy) $ 15.89 04/14/2012( 21 ) 04/14/2020 Class A Common 7,913 7,913 D ( 21 ) 2011 Stock Option Grant (right to buy) $ 17.72 04/13/2013( 22 ) 04/13/2021 Class A Common 9,041 9,041 D ( 22 ) 2012 Performance Shares $ 0 12/31/2015 08/08/1988( 23 ) Class A Common 9,905 9,905 D ( 23 ) 2013 Performance Shares $ 0 12/31/2016 08/08/1988( 24 ) Class A Common 8,093 8,093 D ( 24 ) 2014 Performance Shares $ 0 12/31/2017 08/08/1988( 25 ) Class A Common 8,008 8,008 D ( 25 ) 2015 Performance Shares $ 0 12/31/2017 08/08/1988( 26 ) Class A Common 6,275 6,275 D ( 15 ) ( 26 ) 2015 Out Performance Shares $ 0 12/31/2017 08/08/1988( 27 ) Class A Common 14,000 14,000 D ( 27 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other RATNER BRIAN J 50 PUBLIC SQUARE, SUITE 1100 CLEVELAND, OH44113 X X Executive Vice President Signatures Geralyn M. Presti, Attorney-in-Fact for Brian J. Ratner 09/28/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Brian Ratner Revocable Trust dated 8/18/1986. - trust holds 614,844 Class A Common shares; Class B Common shares - 894 shares are held as a direct limited partner of RMS, Ltd; 420,618 shares are held as a limited partnersip interest in FCE Management, LP (a limited partner of RMS, Ltd.) and remaining 1,000 shares are held directly by the trust. 2,136 shares vested on 4/08/2015; 2,476 shares vested on 4/11/2015; and 2,858 shares vested on 4/13/2015, all shares were transferred to this account. The price $20.2421 represents a weighed average of sales prices ranging from $20.12 per share to $20.30 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 )Albert B. Ratner 1989 Grand Childrens Trust - 7,096 shares for the benefit of David (son), and 26,596 shares for the benefit of Emily (daughter). Brian Ratner serves as trustee for the trust. ( 3 )Albert B. Ratner 1986 Remainder Interest Trust - 216,129 Class A shares & 50,000 Class B shares for the benefit of David (son), and 216,128 Class A shares & 50,000 Class B shares for the benefit of Emily (daughter). Brian Ratner serves as a trust advisor. Brian Ratner disclaims any beneficial interest. ( 4 )2012 Restricted Stock Grant - 25% vest on 4/11/2014; 25% vest on 4/11/2015; and 50% vest on 4/11/2016. 2,476 shares vested on 4/11/2015 and were transferred to footnote #1. ( 5 )2013 Restricted Stock Grant - 25% vest on 4/08/2015; 25% vest on 4/08/2016; and 50% vest on 4/08/2017. 2,136 shares vested on 4/08/2015 and were transferred to footnote #1. ( 6 )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. ( 7 )2015 Restricted Stock Grant - 25% vest on 3/26/2016; 25% vest on 3/26/2017; and 50% vest on 3/26/2018. ( 8 )General Partnership interest in RMS, Ltd. partnership a 10% sharelholder. ( 9 )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. ( 10 )Albert B. Ratner 1989 Grand Childrens Trust - for the benefit of David (son). Brian Ratner disclaims any beneficial interest. Brian Ratner serves as trustee for the trust. ( 11 )Albert B. Ratner 1989 Grand Childrens Trust - for the benefit of Emily (daughter). Brian Ratner disclaims any beneficial interest. Brian Ratner serves as trustee for the trust. ( 12 )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. ( 13 )Albert Ratner 1986 Grandchildren's Trust for the benefit of David (son). ( 14 )David Ratner, Trustee - Brian Ratner (father) serves as trust advisor. Brian Ratner disclaims any beneficial interest. ( 15 )Emily F. Ratner Revocable Trust, Trustee - Brian Ratner (father) serves as trust advisor. Brian Ratner disclaims any beneficial interest. ( 16 )2005 Stock Option Grant - 25% exercisable 4/06/2007; 25% exercisable 4/06/2008; and 50% exersicable 4/06/2009. ( 17 )2006 Stock Option Grant - 25% exercisable 4/04/2008; 25% exercisable 4/04/2009; and 50% exersicable 4/04/2010. ( 18 )2007 Stock Option Grant - 25% exercisable 3/29/2009; 25% exercisable 3/29/2010; and 50% exercisable 3/29/2011. ( 19 )2008 Stock Option Grant - 25% exercisable 6/18/2010; 25% exercisable 6/18/2011; and 50% exercisable 6/18/2012. ( 20 )2009 Stock Option Grant - 25% exercisable 4/21/2011; 25% exercisable 4/21/2012; and 50% exercisable 4/21/2013. ( 21 )2010 Stock Option Grant - 25% exercisable 4/14/2012; 25% exercisable 4/14/2013; and 50% exercisable 4/14/2014. ( 22 )2011 Stock Option Grant - 25% exercisable 4/13/2013; 25% exercisable 4/13/2014; and 50% exercisable 4/13/2015. ( 23 )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. ( 24 )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. ( 25 )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. ( 26 )Performance Shares Award - granted 3/26/2015 - performance period is from January 1, 2015 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 $24.62 per share. There is no fixed expiration date. ( 27 )Out Performance Shares Award - granted 3/27/2015 - performance period is from January 1, 2015 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 300% of the number of Performance Shares granted. Fair market value on date of grant is $25.31 per share. There is no fixed expiration date. ( 28 )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.

Remarks: Amended to add weighted sales detail to footnote.

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 Number.