Ownership Submission
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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(Print or Type Responses)
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)
Vice President - Land Mgmt
(Last)
(First)
(Middle)
6300 BEE CAVE ROAD, BUILDING TWO, SUITE 500		 3. Date of Earliest Transaction (Month/Day/Year)
02/03/2009
(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 02/03/2009 02/03/2009 M   700 (1) A $ 12.41 3,694 (2) (3) D  
Common Stock 02/03/2009 02/03/2009 D   700 (1) D $ 12.41 2,994 (2) (3) (4) D  
Common Stock               480 (2) (5) I By Trustee 401(k) plan

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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) (2) (6) $ 9.83             08/01/2004 08/01/2013 Common Stock 133   133 D  
Option (right to buy) (2) (6) $ 15.02             02/06/2005 02/06/2014 Common Stock 266   266 D  
Option (right to buy) (2) (7) $ 20.26             02/04/2006 02/04/2015 Common Stock 1,250   1,250 D  
Option (right to buy) (2) (8) $ 27.06             02/03/2007 02/03/2016 Common Stock 1,281   1,281 D  
Option (right to buy) (2) (9) $ 30.56             02/02/2008 02/02/2017 Common Stock 1,708   1,708 D  
Option (right to buy) (10) $ 28.85             02/12/2009 02/12/2018 Common Stock 6,300   6,300 D  
Restricted Shares (2) (1) 02/03/2009 02/03/2009 M     700   (1)   (1) Common Stock 700 $ 0 0 D  
Restricted Shares (2) (11) (11)               (11)   (11) Common Stock 700   700 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		       Vice President - Land Mgmt  

Signatures

 David M. Grimm signing on behalf of Charles J. Portwood   02/05/2009
**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 share units vested on 2/3/2009; payable in cash based on the fair market value on vesting date.
(2) Shares acquired in a pro rata distribution by Temple-Inland Inc. through a spin-off effective 12/28/2007.
(3) Includes 2,400 shares representing a restricted stock award granted on 2/12/2008, which award will vest on 2/12/2011 so long as the Company achieves a minimum 1% return on assets over the three-year vesting period.
(4) 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.
(5) Reporting Person acquired additional shares through on-going acquisitions under 401(k) plan. By trustee of the Temple-Inland Salaried Savings Plan according to the latest report of the Plan Administrator. (Note: Trustee uses unit accounting; therefore, share equivalents may fluctuate slightly from month to month.)
(6) Options are fully vested and exercisable as of the date of this report.
(7) 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.
(8) 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.
(9) 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.
(10) Options to acquire 1,575 shares will vest and become exercisable on each of 2/12/2009, 2010, 2011 and 2012.
(11) Restricted share units will vest effective 2/2/2010, and will be payable in cash based on the fair market value on the vesting date.

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