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 * Dickson Bruce Fairchild   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) Chief Real Estate Officer (Last) (First) (Middle) 6300 BEE CAVE ROAD, BUILDING TWO, SUITE 500 3. Date of Earliest Transaction (Month/Day/Year) 02/10/2015 (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 02/11/2015   M   2,923 (1) A $ 0 17,179 D   Common Stock 02/11/2015   D   2,923 (1) D $ 14.1 14,256 (2) (3) 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) (4)	$ 16.11							02/14/2013	02/14/2022	Common Stock	34,871		34,871	D
Option (right to buy) (5)	$ 18.7							02/12/2014	02/12/2023	Common Stock	29,240		29,240	D
Option (right to buy) (6)	$ 14.08	02/10/2015		A		27,565		02/10/2016	02/10/2025	Common Stock	27,565	$ 0	27,565	D
Restricted Share Units (7)	(7)							(7)	(7)	Common Stock	4,552		4,552	D
Restricted Share Units (8)	(8)							(8)	(8)	Common Stock	2,602		5,202	D
Restricted Share Units (9)	(9)	02/11/2015		M			2,923	(9)	(9)	Common Stock	2,923	$ 0	5,845	D
Market Stock Units	(10)							(10)	02/14/2015	Common Stock	17,361		17,361	D
Market Stock Units	(10)							(10)	02/12/2016	Common Stock	14,227		14,227	D
Market Stock Units	(10)							(10)	02/11/2017	Common Stock	9,567		9,567	D
Market Stock Units	(10)	02/10/2015		A		27,789		(10)	02/10/2018	Common Stock	27,789	$ 0	27,789	D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Dickson Bruce Fairchild 6300 BEE CAVE ROAD BUILDING TWO, SUITE 500 AUSTIN, TX 78746			Chief Real Estate Officer

Signatures

David M. Grimm signing on behalf of Bruce F. Dickson		02/12/2015
**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 02/11/2015. Restricted stock units are being settled for cash based on the fair market value on 02/11/2015.
(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)	To correct an error on a prior report, the amount shown has been reduced by 5,367 shares withheld for taxes.
(4)	Vesting schedule for Options granted 02/14/2012 - Exercise price is $16.11: Options Exercisable 02/14/2013 - 8,717; Options Exercisable 02/14/2014 - 8,718; Options Exercisable 02/14/2015 - 8,718; and Options Exercisable 02/14/2016 - 8,718.
(5)	Vesting schedule for Options granted 02/12/2013 - Exercise price is $18.70: Options Exercisable 02/12/2014 - 7,310; Options Exercisable 02/12/2015 - 7,310; Options Exercisable 02/12/2016 - 7,310; and Options Exercisable 02/12/2017 - 7,310.
(6)	Vesting schedule for Options granted 02/10/2015 - Exercise price is $14.08: Options Exercisable 02/10/2016 - 6,891; Options Exercisable 02/10/2017 - 6,891; Options Exercisable 02/10/2018 - 6,891; and Options Exercisable 02/10/2019 - 6,892.
(7)	Restricted share units granted on 02/14/2012 will vest as follows: 4,552 on 02/14/2013; 4,552 on 02/14/2014; 4,552 on 02/14/2015. Restricted share units will be settled for cash based on the fair market value on vesting date.
(8)	Restricted share units granted on 02/12/2013 will vest as follows: 2,602 on 02/12/2014; 2,601 on 02/12/2015; 2,601 on 02/12/2016. Restricted share units will be settled for cash based on the fair market value on vesting date.
(9)	Restricted share units granted on 02/11/2014 will vest as follows: 2,923 on 02/11/2015; 2,922 on 02/11/2016; 2,923 on 02/11/2017. Restricted share units will be settled for cash based on the fair market value on vesting date.
(10)	Number of units received upon vesting will vary depending upon performance of Company stock over the performance period.

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