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 *
JOHNSON JAMES A /DC/
   2. Issuer Name and Ticker or Trading Symbol
Forestar Group Inc. [FOR] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
1300 SOUTH MOPAC EXPRESSWAY 3-SOUTH		 3. Date of Earliest Transaction (Month/Day/Year)
11/02/2008
(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 11/02/2008   M   1,336 (1) A (1) 11,671 (2) D  
Common Stock 11/02/2008   D   670 D $ 8.75 11,001 (2) D  

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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) $ 13.24             02/04/2001 02/04/2010 Common Stock 6,666   6,666 D  
Option (right to buy) (4) (5) $ 6.73             02/04/2001 02/04/2015 Common Stock 1,333   1,333 D  
Option (right to buy) (4) (6) $ 5.98             01/02/2002 01/02/2016 Common Stock 1,333   1,333 D  
Option (right to buy) (4) (7) $ 11.76             02/02/2002 02/02/2011 Common Stock 666   666 D  
Option (right to buy) (4) (8) $ 7.08             01/02/2003 01/02/2017 Common Stock 1,333   1,333 D  
Option (right to buy) (4) (9) $ 13.26             02/01/2003 02/01/2012 Common Stock 666   666 D  
Option (right to buy) (10) $ 28.85             02/12/2009 02/12/2018 Common Stock 20,000   20,000 D  
Phantom (4) (11) (11) 11/02/2008   M     1,336 (12) 11/02/2007 11/02/2021 Common Stock 17,343 (11) $ 0 17,343 (11) D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
JOHNSON JAMES A /DC/
1300 SOUTH MOPAC EXPRESSWAY 3-SOUTH
AUSTIN, TX 78746		   X      

Signatures

 David M. Grimm signing on behalf of James A. Johnson   12/10/2008
**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) The reporting person's annual installment of phantom shares were settled 666 shares in stock and 670 shares in cash.
(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) Options Vesting Schedule - Exercise price is $18.03: Options Exercisable 02/04/2004 - 6,666.
(4) Shares acquired in a pro rata distribution by Temple-Inland Inc. through a spin-off on or around December 28, 2007.
(5) Options Vesting Schedule - Exercise price is $9.28: Options Exercisable 02/04/2004 - 1,333.
(6) Options Vesting Schedule - Exercise price is $8.27: Options Exercisable 01/02/2005 - 1,333.
(7) Options Vesting Schedule - Exercise price is $16.04: Options Exercisable 02/02/2005 - 666.
(8) Options Vesting Schedule - Exercise price is $9.74: Options Exercisable 01/02/2006 - 1,333.
(9) Options Vesting Schedule - Exercise price is $18.05: Options Exercisable 02/01/2006 - 666.
(10) Options Vesting Schedule for Options Granted 02/12/2008 - Exercise price is $28.85: Options Exercisable 02/12/2009 - 6,500; Options Exercisable 02/12/2010 - 6,500; Options Exercisable 02/12/2011 - 7,000.
(11) Phantom shares accrued under a Temple-Inland Inc. plan being settled in 15 annual installments following Reporting Person's retirement from Temple-Inland Inc. in November 2007. The first installment was paid in November 2007.
(12) Reporting Person retired from Temple-Inland Inc. effective November 2, 2007, and he received his 2008 installment of his deferred phantom stock on November 2, 2008. See footnote (11) above. Settlement is payable in cash and stock: 670 shares payable in cash and 666 shares payable in stock.

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