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 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

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1. Name and Address of Reporting Person * Portwood Charles J.   2. Issuer Name and Ticker or Trading Symbol Forestar Group Inc. [FOR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Sr. Vice President - Land Mgmt (Last) (First) (Middle) 6300 BEE CAVE ROAD, BUILDING TWO, SUITE 500 3. Date of Earliest Transaction (Month/Day/Year) 02/08/2012 (Street) AUSTIN, TX 78746 4. If Amendment, Date Original Filed(Month/Day/Year) 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 (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 Common Stock 02/08/2012   M   1,076 (1) A $ 0 12,368 D   Common Stock 02/08/2012   D   1,076 (1) D $ 0 11,292 D   Common Stock 02/09/2012   F   455 D $ 16.75 10,837 (2) D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

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 (Month/Day/Year)

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

Option (right to buy) (3) (4)

$ 15.02

02/06/2005

02/06/2014

Common Stock

266

266

D

Option (right to buy) (3) (5)

$ 20.26

02/04/2006

02/04/2015

Common Stock

1,250

1,250

D

Option (right to buy) (3) (6)

$ 27.06

02/03/2007

02/03/2016

Common Stock

1,281

1,281

D

Option (right to buy) (3) (7)

$ 30.56

02/02/2008

02/02/2017

Common Stock

1,708

1,708

D

Option (right to buy) (8)

$ 28.85

02/12/2009

02/12/2018

Common Stock

6,300

6,300

D

Option (right to buy) (9)

$ 17.8

02/09/2011

02/09/2020

Common Stock

3,586

3,586

D

Option (right to buy) (10)

$ 18.59

02/08/2012

02/08/2021

Common Stock

5,935

5,935

D

Stock Appreciation Right (11)

$ 9.29

02/12/2010

02/12/2019

Common Stock

19,036

19,036

D

Stock Appreciation Right (12)

$ 17.8

02/09/2011

02/09/2020

Common Stock

4,209

4,209

D

Restricted Share Units (13)

(13)

(13)

(13)

Common Stock

8,073

8,073

D

Restricted Share Units (14)

(14)

(14)

(14)

Common Stock

2,124

2,124

D

Restricted Share Units (15)

(15)

02/08/2012

M

1,076

(15)

(15)

Common Stock

1,076

$ 0

2,152

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Portwood Charles J. 6300 BEE CAVE ROAD BUILDING TWO, SUITE 500 AUSTIN, TX 78746			Sr. Vice President - Land Mgmt

Signatures

David M. Grimm signing on behalf of Charles J. Portwood		02/10/2012
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Restricted stock units vested 2/8/2012. Restricted stock units are being settled for cash based on the fair market value on 2/8/2012.
(2)	In accordance with the Rights Agreement adopted by the Company on December 11, 2007, Preferred Stock Purchase Rights are deemed to be attached to the shares of Common Stock.
(3)	Shares acquired in a pro rata distribution by Temple-Inland Inc. through a spin-off effective 12/28/2007.
(4)	Options are fully vested and exercisable as of the date of this report.
(5)	Options to acquire 833 shares are fully vested and exercisable as of the date of this report. Options to acquire 417 shares will vest and become exercisable on 2/4/2009.
(6)	Options to acquire 427 shares became exercisable on 2/3/2008 and options to acquire 427 shares will vest and become exercisable on each of 2/3/2009 and 2/3/2010.
(7)	Options to acquire 427 shares became exercisable on 2/2/2008 and options to acquire 427 shares will vest and become exercisable on each of 2/2/2009, 2010 and 2011.
(8)	Options to acquire 1,575 shares will vest and become exercisable on each of 2/12/2009, 2010, 2011 and 2012.
(9)	Vesting schedule for Options granted 02/9/2010 - Exercise price is $17.80: Options Exercisable 02/9/2011 - 896; Options Exercisable 02/9/2012 - 897; Options Exercisable 02/9/2013 - 896; and Options Exercisable 02/9/2014 - 897.
(10)	Vesting schedule for Options granted 02/8/2011 - Exercise price is $18.59: Options Exercisable 02/8/2012 - 1,483; Options Exercisable 02/8/2013 - 1,484; Options Exercisable 02/8/2014 - 1,484; and Options Exercisable 02/8/2015 - 1,484.
(11)	Vesting schedule for Stock Appreciation Rights (SARs) granted 02/10/2009 - Exercise price is $9.29: SARs Exercisable 02/10/2010 - 4,759; SARs Exercisable 02/10/2011 - 4,759; SARs Exercisable 02/10/2012 - 4,759; and SARs Exercisable 02/10/2013 - 4,759.
(12)	Vesting schedule for Stock Appreciation Rights (SARs) granted 02/9/2010 - Exercise price is $17.80: SARs Exercisable 02/9/2011 - 1,052; SARs Exercisable 02/9/2012 - 1,052; SARs Exercisable 02/9/2013 - 1,052; and SARs Exercisable 02/9/2014 - 1,053. SARs will be settled for cash.
(13)	Restricted share units granted on 2/10/2009 will vest effective 2/10/2012. Restricted share units will be settled for cash based on the fair market value on the vesting date.
(14)	Restricted share units granted on 2/9/2010 will vest effective 2/9/2013. Restricted share units will be settled for cash based on the fair market value on vesting date subject to a 1% ROA performance criteria.
(15)	Restricted share units granted on 2/8/2011 will vest as follows: 1,076 on 2/8/2012; 1,076 on 2/8/2013; 1,076 on 2/8/2014. Restricted share units will be settled for cash based on the fair market value on vesting date.

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