Forest City Enterprises (FCEPP) 10-Q 2004 Q2 Quarterly report

     Exhibit 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

     In connection with the quarterly report of Forest City Enterprises, Inc. (the “Company”) on Form 10-Q for the quarter ended July 31, 2003, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned officers of the Company certifies, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to such officer’s knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report.

Date: September 12, 2003

/s/CHARLES A. RATNER
Name: Charles A. Ratner
Title: President and Chief Executive
           Officer

/s/THOMAS G. SMITH
Name: Thomas G. Smith
Title: Executive Vice President,
           Chief Financial Officer and
           Secretary

     The foregoing certification is being furnished solely pursuant to 18 U.S.C. § 1350 and is not being filed a part of the Report or as a separate disclosure document.