SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Forest City Enterprises, Inc.
________________________________________________________
(Name of Issuer)
Class A Common Stock
_______________________________________________________
(Title of Class and Securities)
345550107
_______________________________________________________
(CUSIP Number of Class of Securities)
* The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior page.
The information required in the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
(Continued on following page(s)
CUSIP No. 345550107 13G
_____________________________________________________________________________
(1) NAMES OF REPORTING PERSONS
Southeastern Asset Management, Inc. I.D. No. 62-0951781
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a)
(b) X
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Tennessee
_____________________________________________________________________________
:(5) SOLE VOTING POWER
: (Discretionary Accounts)
NUMBER OF SHARES BENEFICIALLY : Class A - None
OWNED BY EACH REPORTING PERSON Class B - 53,378
WITH
___________________________________
:(6) SHARED OR NO VOTING POWER
Class A - 1,651,900
Class B - 135,200
__________________________________________
:(7) SOLE DISPOSITIVE POWER
(Discretionary Accounts)
: Class A - None
Class B - 53,378
__________________________________________
:(8) SHARED DISPOSITIVE POWER
: Class A - 1,651,900
Class B - 135,200
_____________________________________________________________________________
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
(Discretionary & Non-discretionary Accounts)
Class A - 1,651,900
Class B - 188,578
_____________________________________________________________________________
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN SHARES -X- See Items 4(c)(ii) and (iv)
_____________________________________________________________________________
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.5% of Class A (assuming conversion of 188,578 Class B shares into
Class A shares). Considered separately, 8.6% of Class A shares and 1.8%
Of Class B shares.
_____________________________________________________________________________
(12) TYPE OF REPORTING PERSON
IA
_____________________________________________________________________________
CUSIP No. 345550107 13G
_____________________________________________________________________________
(1) NAMES OF REPORTING PERSONS
Longleaf Partners Realty Fund I.D. No. 62-1616883
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a)
(b) X
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Massachusetts Business Trust
_____________________________________________________________________________
:(5) SOLE VOTING POWER
:
NUMBER OF SHARES BENEFICIALLY : None
OWNED BY EACH REPORTING PERSON __________________________________________
WITH :(6) SHARED OR NO VOTING POWER
1,651,900 Class A shares
135,200 Class B shares
__________________________________________
:(7) SOLE DISPOSITIVE POWER
: None
__________________________________________
:(8) SHARED DISPOSITIVE POWER
: 1,651,900 Class A shares
135,200 Class B shares
_____________________________________________________________________________
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,651,900 Class A shares
135,200 Class B shares
_____________________________________________________________________________
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN SHARES
_____________________________________________________________________________
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.2% of Class A (assuming conversion of 135,200 Class B shares into
Class A shares). Considered separately, 8.6% of Class A shares and 1.3%
of Class B shares.
_____________________________________________________________________________
(12) TYPE OF REPORTING PERSON
IV
_____________________________________________________________________________
CUSIP No. 345550107 13G
_____________________________________________________________________________
(1) NAMES OF REPORTING PERSONS
O. Mason Hawkins I.D. No. ###-##-####
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a)
(b) X
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Citizen of United States
_____________________________________________________________________________
:(5) SOLE VOTING POWER
: (Discretionary Accounts)
NUMBER OF SHARES BENEFICIALLY : None
OWNED BY EACH REPORTING PERSON __________________________________________
WITH :(6) SHARED VOTING POWER
: None
__________________________________________
:(7) SOLE DISPOSITIVE POWER
: None
__________________________________________
:(8) SHARED DISPOSITIVE POWER
: None
_____________________________________________________________________________
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
None (See Item 3 )
_____________________________________________________________________________
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN SHARES
_____________________________________________________________________________
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0%
_____________________________________________________________________________
(12) TYPE OF REPORTING PERSON
IN
_____________________________________________________________________________
Item 1.
(a). Name of Issuer: Forest City Enterprises, Inc.
("Issuer")
(b). Address of Issuer's Principal Executive Offices:
1100 Terminal Tower, 50 Public Square
Cleveland, Ohio 44113
Item 2.
(a) and (b). Names and Principal Business Addresses of Persons
Filing:
(1) Southeastern Asset Management, Inc.
6410 Poplar Ave., Suite 900
Memphis, TN 38119
(2) Longleaf Partners Realty Fund
6410 Poplar Avenue, Suite 900
Memphis, TN, 38119
(3) Mr. O. Mason Hawkins
Chairman of the Board and C.E.O.
Southeastern Asset Management, Inc.
6410 Poplar Ave., Suite 900
Memphis, TN 38119
(c). Citizenship:
Southeastern Asset Management, Inc. - A Tennessee corporation
Longleaf Partners Realty Fund is a series of Longleaf Partners
Funds Trust, a Massachusetts business trust
Mr. O. Mason Hawkins - U.S. Citizen
(d). Title of Class of Securities:
Class A Common Stock (the "Class A Securities")
Class B Common Stock (the "Class B Securities")
(e). Cusip Number: Class A - 345550107
Class B - 345550305
Item 3. If this statement is filed pursuant to Rules 13d-1 (b) or
13d-2 (b), check whether the person filing is a:
(d.) Investment Company registered under Sec. 8 of the Investment
Company Act -Longleaf Partners Realty Fund, a series of
Longleaf Partners Funds Trust.
(e.) Investment Adviser registered under Section 203 of the
Investment Advisers Act of 1940. This statement is being filed
by Southeastern Asset Management, Inc. as a registered investment
adviser. All of the securities covered by this report are owned
legally by Southeastern's investment advisory clients and none
are owned directly or indirectly by Southeastern. As permitted
by Rule 13d-4, the filing of this statement shall not be construed
as an admission that Southeastern Asset Management, Inc. is the
beneficial owner of any of the securities covered by this statement.
(g.) Parent Holding Company. This statement is also being filed by
Mr. O. Mason Hawkins, Chairman of the Board and C.E.O. of
Southeastern Asset Management, Inc. in the event he could be
deemed to be a controlling person of that firm as the result of
his official positions with or ownership of its voting securities.
The existence of such control is expressly disclaimed. Mr. Hawkins
does not own directly or indirectly any securities covered by
this statement for his own account. As permitted by Rule 13d-4,
the filing of this statement shall not be construed as an admission
that Mr. Hawkins is the beneficial owner of any of the securities
covered by this statement.
Item 4. Ownership:
(a). Amount Beneficially Owned: (At 12/31/98)
Class A Securities - 1,651,900
Class B Securities - 188,578
(b). Percent of Class: 9.5% of Class A Securities (assuming conversion
of 188,578 Class B Securities into Class A Securities). Considered
separately, 8.6% of Class A Securities and 1.8% of Class B
Securities.
Above percentage is based on 19,277,706 shares of Class A Securities
Outstanding and 10,705,196 shares of Class B Securities outstanding
at December 9, 1998.
(c). Number of shares as to which such person has:
(i). sole power to vote or to direct the vote:
Class A - None
Class B - 53,378
(ii). shared or no power to vote or to direct the vote:
Shared:
Class A - 1,651,900 shares
Class B - 135,200 shares
Securities owned by Longleaf Partners Realty Fund, an open-end
management investment company registered under the Investment
Company Act of 1940.
No Power to Vote - 0 shares. This figure does not include
453,700 shares of Class A Securities held by completely
non-discretionary accounts over which the filing parties
have neither voting nor dispositive power and for which
the filing parties disclaim beneficial ownership.
(iii). sole power to dispose or to direct the disposition
of:
Class A - None
Class B - 53,378
(iv). shared or no power to dispose or to direct the
disposition of:
Shared:
Class A - 1,651,900 shares
Class B - 135,200 shares
Securities owned by Longleaf Partners Realty Fund, an open-end
management investment company registered under the Investment
Company Act of 1940.
No Power - 0 shares. This figure does not include
453,700 shares of Class A Securities held by
completely non-discretionary accounts over which the
filing parties have neither voting nor dispositive power
and for which the filing parties disclaim beneficial
ownership.
Item 5. Ownership of Five Percent or Less of a Class: N/A
Item 6. Ownership of More Than Five Percent on Behalf of Another
Person: N/A
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent
Holding Company: N/A
Item 8. Identification and Classification of Members of the Group:
N/A
Item 9. Notice of Dissolution of Group: N/A
Item 10. Certification:
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the
ordinary course of business and were not acquired for the purpose
and do not have the effect of changing or influencing the control
of the issuer of such securities and were not acquired in
connection with or as a participant in any transaction having such
purposes or effect.
Signatures
After reasonable inquiry and to the best of the knowledge and
belief of the undersigned, the undersigned certifies that the
information set forth in this statement is true, complete, and
correct.
Dated: February 8, 1999
Southeastern Asset Management, Inc.
By /s/ Charles D. Reaves
_______________________________________________
Charles D. Reaves
Vice President and General Counsel
Longleaf Partners Realty Fund
By /s/ Charles D. Reaves
_______________________________________________
Charles D. Reaves
Executive Vice President
O. Mason Hawkins, Individually
/s/ O. Mason Hawkins
_______________________________________________
Joint Filing Agreement
In accordance with Rule 13d-1(f) under the Securities Exchange Act
of 1934, the persons or entities named below agree to the joint
filing on behalf of each of them of this Schedule 13G with respect
to the Securities of the Issuer and further agree that this joint
filing agreement be included as an exhibit to this Schedule 13G. In
evidence thereof, the undersigned hereby execute this Agreement as
of the 8th day of February, 1999.
Southeastern Asset Management, Inc.
By /s/ Charles D. Reaves
_______________________________________________
Charles D. Reaves
Vice President and General Counsel
Longleaf Partners Realty Fund
By /s/ Charles D. Reaves
_______________________________________________
Charles D. Reaves
Executive Vice President
O. Mason Hawkins, Individually
/s/ O. Mason Hawkins
_______________________________________________
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FCEA3.doc
SCHEDULE 13G - Forest City Enterprises, Inc. ("Issuer")
Amendment No. 3
