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SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
(AMENDMENT NO. )

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement [ ] CONFIDENTIAL, FOR USE OF THE COMMISSION
ONLY (AS PERMITTED BY RULE 14a-6(e)(2))
[x] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12.

FOREST CITY ENTERPRISES, INC.
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

XXXXXXXXXXXXXXXX
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)

Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies: .......

(2) Aggregate number of securities to which transaction applies: ..........

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined): ............

(4) Proposed maximum aggregate value of transaction: ......................

(5) Total fee paid: .......................................................

[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid: ...............................................

(2) Form, Schedule or Registration Statement No.: .........................

(3) Filing Party: .........................................................

(4) Date Filed: ...........................................................

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2
FOREST CITY ENTERPRISES, INC.

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 6, 2001

NOTICE IS HEREBY GIVEN that the annual meeting of the shareholders of Forest
City Enterprises, Inc. will be held in the 6th floor Ballroom of the
Ritz-Carlton Hotel, Tower City Center, 1515 West Third Street, Cleveland, Ohio
44113, on Wednesday, June 6, 2001 at 2:00 p.m., local time, for the purpose of
considering and acting upon:

(1) The election of thirteen (13) directors, each to hold office until
the next annual shareholders' meeting and until a successor shall be
elected and qualified. Four (4) directors will be elected by holders
of Class A Common Stock and nine (9) by holders of Class B Common
Stock.

(2) The ratification of PricewaterhouseCoopers LLP as independent
auditors for the Company for the fiscal year ending January 31,
2002.

(3) Such other business as may properly come before the meeting or any
adjournment thereof.

Shareholders of record at the close of business on April 16, 2001 will be
entitled to notice of and to vote at such annual meeting or any adjournment
thereof.

BY ORDER OF THE BOARD OF DIRECTORS
Thomas G. Smith, Secretary

Cleveland, Ohio
April 27, 2001

IMPORTANT: IT IS IMPORTANT THAT YOUR STOCK BE REPRESENTED AT THE MEETING.
WHETHER OR NOT YOU INTEND TO BE PRESENT, PLEASE MARK, DATE AND SIGN
THE APPROPRIATE ENCLOSED PROXY OR PROXIES AND SEND THEM BY RETURN
MAIL IN THE ENCLOSED ENVELOPE, WHICH REQUIRES NO POSTAGE IF MAILED
IN THE UNITED STATES.

FOREST CITY ENTERPRISES, INC.

PROXY STATEMENT
SOLICITATION AND REVOCATION OF PROXIES

The enclosed Proxy or Proxies relating to shares of Class A Common Stock and
Class B Common Stock are solicited on behalf of the Board of Directors of Forest
City Enterprises, Inc. (the "Company") for use at the annual meeting of
shareholders to be held on Wednesday, June 6 , 2001 at 2:00 p.m., local time, in
the 6th floor Ballroom of the Ritz Carlton Hotel, Tower City Center, 1515 West
Third Street, Cleveland, Ohio 44113. This Proxy Statement and related form of
proxy are being first sent to shareholders on or about April 27, 2001. A
shareholder giving a Proxy may revoke it by notifying the Secretary of the
Company in writing or at the annual meeting, without affecting any vote
previously taken.

OUTSTANDING SHARES AND VOTING RIGHTS

As of April 16, 2001, the record date fixed for the determination of
shareholders entitled to vote at the annual meeting, there were outstanding
20,028,624 shares of Class A Common Stock, par value $.33 1/3 per share, and
10,083,917 shares of Class B Common Stock, par value $.33 1/3 per share, of the
Company (collectively "Common Stock"). At the annual meeting, the holders of
Class A Common Stock will be entitled as a class to elect four (4) directors,
and will be entitled to one vote per share for this purpose. Michael P.
Esposito, Jr., Joan K. Shafran, Louis Stokes and Stan Ross have been nominated
for election to serve as these directors. At the annual meeting, the holders of
Class B Common Stock will be entitled as a class to elect nine (9) directors and
will be entitled to one vote per share for this purpose. Albert B. Ratner,
Samuel H. Miller, Charles A. Ratner, James A. Ratner, Jerry V. Jarrett, Ronald
A. Ratner, Scott S. Cowen, Brian J. Ratner and Deborah Ratner Salzberg have been
nominated for election to serve as these directors. Except for the election of
directors, the holders of Class A Common Stock and Class B Common Stock will
vote together on all other matters presented at the meeting and will be entitled
to one (1) vote per share of Class A Common Stock and ten (10) votes per share
of Class B Common Stock held of record.

If notice in writing is given by any shareholder to the President, a Vice
President or the Secretary of the Company not less than forty-eight hours before
the time fixed for the holding of the meeting that such shareholder desires
cumulative voting with respect to the election of directors by a class of
shareholders to which the holder belongs, and if an announcement of the giving
of such notice is made upon the convening of the meeting by the Chairman or
Secretary or by or on behalf of the shareholder giving such notice, each holder
of shares of that class will have the right to accumulate such voting power as
the holder possesses at such election with respect to shares of that class. Each
holder of shares of Class A Common Stock or Class B Common Stock, as the case
may be, will have as many votes as equal the number of shares of that class of
Common Stock owned by that holder multiplied by the number of directors to be
elected by the holders of that class of Common Stock. These votes may be
distributed among the total number of directors to be elected by the holders of
that class of common stock or distributed among any lesser number, in such
proportion as the holder may desire.

Under Ohio law and the Company's Articles of Incorporation, broker non-votes and
abstaining votes will be counted for purposes of determining whether a quorum is
present at the annual meeting, but will not be counted in favor of or against
any nominee for election to the Board of Directors of the Company. Abstentions
will be counted as cast with respect to a proposal and have the same effect as
votes against the ratification of PricewaterhouseCoopers LLP as the Company's
independent auditors for the fiscal year ending January 31, 2002. Broker
non-votes will not be counted as cast for any proposal.

1
4

ELECTION OF DIRECTORS

It is intended that proxies will be voted for the election of the nominees named
in the table below as directors of the Company unless authority is withheld.
Each is to serve until the next annual shareholders' meeting and until their
successor is elected and qualified. In the event any one or more of such
nominees unexpectedly becomes unavailable for election, proxies will be voted in
accordance with the best judgment of the proxy holder. All nominees are
presently directors of the Company.

At March 1, 2001, the Ratner, Miller and Shafran Families, which include members
of the Company's current Board of Directors and certain executive officers
("Family Interests"), owned 73.6% of the Class B Common Stock. RMS, Limited
Partnership ("RMSLP"), which owned 72.8% of the Class B Common Stock outstanding
as of the record date, is a limited partnership, comprised of the Family
Interests, with eight individual general partner positions, currently consisting
of: Samuel H. Miller, Co-Chairman of the Board of Directors and Treasurer of the
Company; Charles A. Ratner, President and Chief Executive Officer of the Company
and Director; Ronald A. Ratner, Executive Vice President of the Company and
Director; Brian J. Ratner, Executive Vice President- East Coast Development of
the Company and Director; Deborah Ratner Salzberg, Vice President -Forest City
Residential Group, Inc., a subsidiary of the Company, and Director; Joan K.
Shafran, Director; Joseph Shafran; and Abraham Miller. Joan K. Shafran is the
sister of Joseph Shafran. Charles A. Ratner, James A. Ratner and Ronald A.
Ratner are brothers. Albert B. Ratner is the father of Brian J. Ratner and
Deborah Ratner Salzberg and is first cousin to Charles A. Ratner, James A.
Ratner, Ronald A. Ratner, Joan K. Shafran and Joseph Shafran. Samuel H. Miller
was married to Ruth Ratner Miller (now deceased), a sister of Albert B. Ratner,
and is Abraham Miller's father.

Under the partnership agreement of RMSLP ("Agreement"), the voting power of the
general partners representing a family branch is determined by dividing the
interest of the family branch they represent by the aggregate interests of all
family branches. The voting power of the general partner or general partners
representing a family branch may not be divided or apportioned but must be voted
together as a whole. If the general partners representing a family branch are
unable to agree on how to vote that branch, the total voting power of the other
general partners is computed without reference to the voting power otherwise
available to that family branch. General partners holding 60% of the total
voting power (excluding the voting power of a family branch, if any, unable to
agree on how to vote on a particular matter) of RMSLP determine how to vote the
Class B Common Stock of Forest City Enterprises, Inc. held by RMSLP.

At March 1, 2001, members of the Family Interests collectively owned 31.1% of
the Class A Common Stock. The following table includes the shares of Class B
Common Stock held by RMSLP at March 1, 2001, under the Agreement voted by the
general partners of RMSLP, who under Rule 13d-3 of the Securities Exchange Act
of 1934, are deemed to be the beneficial owners of those shares of Class B
Common Stock:

2
5

Percent of
Shares of Class B RMSLP's
Name of Common Stock Holdings of Class B
Family Branch General Partners Held through RMSLP Common Stock
- ----------------------------------------------------------------------------------------------------------

Max Ratner Charles A. Ratner 3,215,370 42.8%
Ronald A. Ratner

Albert Ratner Brian J. Ratner 1,764,505 23.5%
Deborah Ratner Salzberg

Samuel H. Miller Samuel H. Miller 587,202 7.8%

Shafran Joan K. Shafran 1,376,934 18.4%
Joseph Shafran

Ruth Miller Abraham Miller 560,240 7.5%
--------- -----
Total 7,504,251 100.0%
========= =====

The following table sets forth the beneficial ownership of shares of Class A and
Class B Common Stock as of March 1, 2001 of each director, nominee, other named
executive officer and all directors and executive officers as a group. Except as
otherwise noted, each person has had the principal occupation shown for at least
the last five years.

Number of Shares of Common
Stock Beneficially Owned
----------------------------------------------------------------------
Combined
Class
Class A A and B Percent Class B
Occupation Director Common Percent Common of Common Percent
Name and Age Since Stock(h,j) of Class(h) Stock (i,j) Class(i) Stock of Class
- -----------------------------------------------------------------------------------------------------------------------------------

NOMINEES
(a) Michael P. Chairman of XL Capital Ltd. 1995 28,806 0.15% 28,806 0.15% - -
Esposito, Jr. (f/k/a Exel Limited) (insurance); (1)
Retired Executive Vice
President - Chief Control
Compliance and
Administrative Officer,
The Chase Manhattan
Bank, N.A. (banking).
Director of Arch Capital
Group Ltd. (insurance) and
Annuity & Life Ltd.
(insurance). Age 61. (c,d,e)

(a) Joan K. Executive Managing 1997 71,368 0.36% 7,580,119 27.72% 7,508,751 73.30%
Shafran Partner, The Berimore Co. (2) (2)(3) (3)
(investments); Principal
and President of the Board,
Do While Studio (art and
technology nonprofit).
Age 53.

3
6

Number of Shares of Common
Stock Beneficially Owned
----------------------------------------------------------------------
Combined
Class
Class A A and B Percent Class B
Occupation Director Common Percent Common of Common Percent
Name and Age Since Stock (h,j) of Class(h) Stock (i,j) Class (i) Stock of Class
- -----------------------------------------------------------------------------------------------------------------------------------

(a) Louis Attorney, Squire, Sanders, & 1999 1,483 0.01% 1,483 0.01% - -
Stokes Dempsey since 1999 (law); (4)
Retired Member of The United
States Congress. Age 76. (d,e)

(a) Stan Ross Retired Vice Chairman/Special 1999 - - - - - -
Consultant of Ernst & Young LLP
(accounting & consulting);
Chairman of the Board of USC
Lusk Center for Real Estate
(education). Age 65. (d)

(b) Albert B. Co-Chairman of the 1960 710,920 3.58% 713,788 3.60% 2,868 0.03%
Ratner Board of Directors of the (5) (5)(6) (6)
Company since June 1995;
Vice Chairman of the Board
of the Company from June
1993 to June 1995; Chief
Executive Officer prior to
July 1995 and President
prior to July 1993. Director
of RPM, Inc. (lubricants).
Age 73. (f)

(b) Samuel H. Co-Chairman of the 1960 1,021,196 5.15% 8,525,447 31.18% 7,504,251 73.26%
Miller Board of Directors (7) (7)(8) (8)
of the Company since June 1995;
Chairman of the Board of the Company
from June 1993 to June 1995; Vice
Chairman of the Board, Chief
Operating Officer of the Company
prior to June 1993; Treasurer of the
Company since December 1992. Age 79.(f)

4
7

Number of Shares of Common
Stock Beneficially Owned
----------------------------------------------------------------------
Combined
Class
Class A A and B Percent Class B
Occupation Director Common Percent Common of Common Percent
Name and Age Since Stock(h,j) of Class(h) Stock (i,j) Class (i) Stock of Class
- ------------------------------------------------------------------------------------------------------------------------------------

(b) Charles A. President of the Company 1972 1,802,351 9.06% 9,306,602 33.97% 7,504,251 73.26%
Ratner since June 1993; Chief (9) (9)(10) (10)
Executive Officer of the
Company since June 1995;
Chief Operating Officer
from June 1993 to June 1995;
Executive Vice President
prior to June 1993. Director of
American Greetings Corporation
(greeting cards), Cole National
Corporation (retail) and Cole
National Group Inc. (retail).
Age 59. (f)

(b) James A. Executive Vice President 1984 2,048,794 10.31% 2,048,794 10.31% - -
Ratner of the Company and (11) (11)(12) (12)
President of Forest City
Rental Properties
Corporation,
a subsidiary of the
Company.
Age 56. (f)

(b) Jerry V. Retired Chairman 1984 9,650 0.05% 9,650 0.05% - -
Jarrett and Chief (13)
Executive Officer
of Ameritrust
Corporation (banking).
Age 69. (c,d,e)

(b) Ronald A. Executive Vice President 1985 879,152 4.42% 8,383,403 0.62% 7,504,251 73.26%
Ratner of the Company and (14) (14)(15) (15)
President of Forest
City Residential Group,
Inc., a subsidiary of the
Company. Age 54. (f)

(b) Scott S. President, Tulane University 1989 10,750 0.05% 10,750 0.05% - -
Cowen (education) since July 1998; (16)
Dean and Professor
of Weatherhead School
of Management, Case
Western Reserve University
(education) prior to July 1998.
Director of JoAnn Stores, Inc.
(specialty retailing), Newell
Rubbermaid Corporation
(consumer products) and
American Greetings
Corporation (greeting cards).
Age 54. (c,d,e)

5
8

Number of Shares of Common
Stock Beneficially Owned
----------------------------------------------------------------------
Combined
Class
Class A A and B Percent Class B
Occupation Director Common Percent Common of Common Percent
Name and Age Since Stock h,j) of Class(h) Stock(i,j) Class(i) Stock of Class
- -----------------------------------------------------------------------------------------------------------------------------------

(b) Brian J. Executive Vice President - East 1993 149,863 0.75% 7,654,114 27.97% 7,504,251 73.26%
Ratner Coast Development of the (17) (17)(18) (18)
Company since August 2000;
Senior Vice President - East
Coast Development
from January 1997 to
August 2000; Vice President-
Urban Entertainment from June
1995 to December 1996;
Vice President of the Company
from May 1994 to June 1995 and
an officer of various
subsidiaries. Age 43. (f)

(b) Deborah Officer of various 1995 79,808 0.40% 7,584,059 27.73% 7,504,251 73.26%
Ratner subsidiaries of the (19) (19)(20) (20)
Salzberg Company.
Age 47. (f)

OTHER NAMED EXECUTIVE OFFICER

Thomas G. Executive Vice 22,962 0.12% 23,472 0.12% 510 0.00%
Smith President of the Company (21)
since October 2000; Senior
Vice President prior to
October 2000; Chief
Financial Officer and
Secretary of the
Company. Director
of Cleveland Region
Advisory Board, First
Merit Bank (banking).
Age 60. (f,g)

ALL DIRECTORS, NOMINEES AND EXECUTIVE
OFFICERS AS A GROUP (17 in number) 5,003,295 24.94% 12,516,016 45.38% 7,512,721 73.34%
(22) (22)(23) (23)

6
9

(1) Includes 8,650 shares that were issuable upon the exercise of stock
options vested at March 1, 2001 or vesting within 60 days thereafter.

(2) Includes 69,118 shares of Class A Common Stock held in a partnership
in which Joan K. Shafran has shared power of voting and disposition.

(3) Includes 4,500 shares of Class B Common Stock held in a partnership
in which Joan K. Shafran has shared power of voting and disposition.
Ms. Shafran's beneficial ownership of the remaining 7,504,251 shares
of Class B Common Stock reflects her status as a general partner of
RMSLP. See discussion of RMSLP on page 2.

(4) Includes 1,250 shares that were issuable upon the exercise of stock
options vested at March 1, 2001 or vesting within 60 days thereafter.

(5) Albert B. Ratner has beneficial ownership of 365,787 shares of Class
A Common Stock held in trusts for which he is trustee and has shared
power of voting and disposition and 180,602 shares for which he has
sole power of voting and disposition. Mr. Ratner has beneficial
ownership of 66,988 shares held in trusts for which he is trust
advisor and has shared power of voting and disposition with the
trustees.

(6) Does not reflect the following shares that Albert B. Ratner disclaims
beneficial ownership of: 1,609,510 shares of Class B Common Stock
held in trusts for which he is trustee and 133,967 shares held in
trusts for which he is trust advisor, of which 752,213 shares are
held in the Albert Ratner Family Branch of RMSLP, 790,998 shares are
held in the Max Ratner Family Branch of RMSLP and 200,266 shares are
held in the Ruth Miller Family Branch of RMSLP. See discussion of
RMSLP on page 2.

(7) Samuel H. Miller has beneficial ownership of 1,014,578 shares of
Class A Common Stock held in trusts for which he is trustee and has
sole power of voting and disposition.

(8) Samuel H. Miller's beneficial ownership of these shares of Class B
Common Stock reflects his status as a general partner of RMSLP. See
discussion of RMSLP on page 2.

(9) Charles A. Ratner has beneficial ownership of 1,280,115 shares of
Class A Common Stock held in trusts for which he is trustee and has
shared power of voting and disposition. Mr. Ratner has beneficial
ownership of 129,914 shares held in trusts for which he is trust
advisor and has shared power of voting and disposition with the
trustees. Includes 52,704 shares that were issuable upon the exercise
of stock options vested at March 1, 2001 or vesting within 60 days
thereafter.

(10) Charles A. Ratner's beneficial ownership of these shares of Class B
Common Stock reflects his status as a general partner of RMSLP. See
discussion of RMSLP on page 2.

(11) James A. Ratner has beneficial ownership of 1,382,120 shares of Class
A Common Stock held in trusts for which he is trustee and has shared
power of voting and disposition and 138,532 shares for which he has
sole power of voting and disposition. Mr. Ratner has beneficial
ownership of 23,624 shares held in trusts for which he is trust
advisor and has shared power of voting and disposition with the
trustees. Includes 32,940 shares that were issuable upon the exercise
of stock options vested at March 1, 2001 or vesting within 60 days
thereafter.

7
10

(12) Does not reflect the following shares that James A. Ratner disclaims
beneficial ownership of: 1,834,247 shares of Class B Common Stock
held in trusts for which he is trustee and 400,372 shares held in
trusts for which he is trust advisor, of which 1,482,686 shares are
held in the Max Ratner Family Branch of RMSLP, 483,896 shares are
held in the Albert Ratner Family Branch of RMSLP and 268,037 shares
are held in the Ruth Miller Family Branch of RMSLP. See discussion of
RMSLP on page 2.

(13) Includes 8,650 shares that were issuable upon the exercise of stock
options vested at March 1, 2001 or vesting within 60 days thereafter.

(14) Ronald A. Ratner has beneficial ownership of 223,902 shares of Class
A Common Stock held in trusts for which he is trustee and has shared
power of voting and disposition and 137,720 shares for which he has
sole power of voting and disposition. Includes 32,940 shares that
were issuable upon the exercise of stock options vested at March 1,
2001 or vesting within 60 days thereafter.

(15) Ronald A. Ratner's beneficial ownership of these shares of Class B
Common Stock reflects his status as a general partner of RMSLP. See
discussion of RMSLP on page 2.

(16) Includes 8,650 shares that were issuable upon the exercise of stock
options vested at March 1, 2001 or vesting within 60 days thereafter.

(17) Brian J. Ratner has beneficial ownership of 13,695 shares of Class A
Common Stock held in trusts for which he is trustee and has shared
power of voting and disposition. Mr. Ratner claims beneficial
ownership of 15,600 shares held as custodian for his minor daughter
and as to which he has sole power of voting and disposition. Includes
19,764 shares that were issuable upon the exercise of stock options
vested at March 1, 2001 or vesting within 60 days thereafter.

(18) Brian J. Ratner's beneficial ownership of these shares of Class B
Common Stock reflects his status as a general partner of RMSLP. See
discussion of RMSLP on page 2.

(19) Deborah Ratner Salzberg has beneficial ownership of 57,460 shares of
Class A Common Stock held in trusts for which she is trustee and has
shared power of voting and disposition. Includes 9,576 shares that
were issuable upon the exercise of stock options vested at March 1,
2001 or vesting within 60 days thereafter.

(20) Deborah Ratner Salzberg's beneficial ownership of these shares of
Class B Common Stock reflects her status as a general partner of
RMSLP. See discussion of RMSLP on page 2.

(21) Includes 19,452 shares that were issuable upon the exercise of stock
options vested at March 1, 2001 or vesting within 60 days thereafter.

(22) These shares of Class A Common Stock represent all the shares in
which beneficial ownership is claimed by these persons. Shares for
which beneficial ownership have been claimed by more than one person
have been counted only once in this category. Includes 227,210 shares
that were issuable upon the exercise of stock options vested at March
1, 2001 or vesting within 60 days thereafter.

8
11

(23) These shares of Class B Common Stock represent all the shares in
which beneficial ownership is claimed by these persons. Included in
this total are 7,504,251 shares of Class B Common Stock that are held
by RMSLP. Shares for which beneficial ownership have been claimed by
more than one person have been counted only once in this category.

(a) Nominated for election by holders of Class A Common Stock.

(b) Nominated for election by holders of Class B Common Stock.

(d) Member of the Compensation Committee.

(e) Member of the Nominating and Corporate Governance Committee.

(f) Officer and/or director of various subsidiaries of the Company.

(g) This officer is not a director.

(h) Does not reflect potential conversion of Class B Common Stock to
Class A Common Stock.

(i) Reflects potential conversion of all Class B Common Stock held by the
nominee or officer listed to Class A Common Stock. Shares of Class B
Common Stock are convertible pursuant to their terms into shares of
Class A Common Stock at any time on a 1 for 1 basis.

(j) This column includes, if any, Class A stock options that were
exercisable on March 1, 2001 or will be exercisable within 60 days
after such date.

The Company has been advised that the shares owned by RMSLP and shares owned by
other Ratner, Miller and Shafran families will be voted for the approval of the
election of the directors nominated. If such shares are voted for approval, then
such vote will be sufficient to elect the nominees voted on by the Class B
shareholders.

DIRECTOR COMPENSATION

Each non-employee director of the Company receives an annual retainer of
$25,000. They also receive a fee of $1,000 ($500 prior to April 11, 2000) for
attending any board committee meeting and an additional $500 for serving as
chairman for any board committee meeting. Beginning April 11, 2000, each
non-employee director receives a $1,000 board meeting attendance fee. During
fiscal 2000, Messrs. Cowen, Esposito, Jarrett, Ross and Stokes received $1,500,
$3,500, $3,500, $2,000 and $1,000 respectively, for attending or serving as
chairman for board committee meetings. In addition, Messrs. Cowen, Esposito,
Jarrett, Ross and Stokes, and Ms. Joan K. Shafran received $1,000, $2,000,
$5,000, $1,000, $2,000 and $2,000, respectively, for attending other meetings in
their capacity as a director of the Company. Directors who are also employees of
the Company receive no additional compensation for service as directors.

PRINCIPAL SECURITY HOLDERS

The following table sets forth the security ownership as of March 1, 2001 of all
other persons who beneficially own 5% or more of the Company's common stock.

Number of Shares of Common Stock
Beneficially Owned
----------------------------------------------------------------------------------------------
Combined
Class A Class A and B Class B
Common Percent Common Percent Common Percent
Name and Address Stock (a) of Class (a) Stock (b) of Class (b) Stock of Class
- ------------------------------------------------------------------------------------------------------------------------------

Private Capital Management, Inc. 2,531,637(1)(4) 12.76% 2,946,030(1)(4) 14.55% 414,393(1)(4) 4.05%
and Bruce S. Sherman
3003 Tamiami Trail North
Naples, FL 33940

Southeastern Asset Management, Inc. 1,864,050(2)(4) 9.40% 2,066,028(2)(4) 10.31% 201,978(2)(4) 1.97%
and Longleaf Partners Realty Fund
6410 Poplar Ave., Suite 900
Memphis, TN 38119

EQSF Advisers, Inc. and 989,427(3)(4) 4.99% 1,013,627(3)(4) 5.11% 24,200(3)(4) 0.24%
M.J. Whitman Advisers, Inc.
767 Third Avenue
New York, NY 10017

Joseph Shafran 69,118(5) 0.35% 7,577,869(5) 27.71% 7,508,751(5) 73.30%
Paran Management Company
13212 Shaker Boulevard, Suite 100
Cleveland, OH 44120

Abraham Miller 104,351(6) 0.53% 7,608,602(6) 27.83% 7,504,251(6) 73.26%
Graffiti
3111 Carnegie Avenue
Cleveland, OH 44115

Ratner, Miller & Shafran Family 6,219,219(7) 31.12% 13,756,188(7) 49.98% 7,536,960(7) 73.58%
Interests
Terminal Tower
50 Public Square Suite 1600
Cleveland, OH 44113

10
13

(1) Private Capital Management, Inc. (PCM), a Florida corporation, is an
investment advisor registered under Section 203 of the Investment
Advisers Act of 1940. PCM is deemed to be the beneficial owner of the
securities in the table above because of its shared power to dispose or
to direct the disposition of these securities; PCM disclaims any power to
vote or to direct the voting of these securities. Bruce S. Sherman, as
Chairman of PCM, and Gregg J. Powers, as President of PCM, exercise
shared dispositive power with respect to shares held by PCM on behalf of
its clients and may also be deemed to be the beneficial owners of the
2,531,637 shares of Class A Common Stock beneficially owned by PCM.. Mr.
Sherman has sole power to vote or to direct the vote and to dispose or to
direct the disposition of an additional 10,000 shares of Class A Common
Stock.

(2) Southeastern Asset Management, Inc. (SAM), a Tennessee corporation, is an
investment advisor registered under Section 203 of the Investment
Advisers Act of 1940. Longleaf Partners Realty Fund (LPRF) is a series of
Longleaf Partners Fund Trust, a Massachusetts business trust. SAM may be
the beneficial owner of the securities included in the table above
because of its advisory relationship with the persons owning the
securities. SAM has sole voting and dispositive power over 53,378 shares
of Class B Common Stock, and shared voting and dispositive power with
LPRF over 1,864,050 shares of Class A Common Stock and 148,600 shares of
Class B Common Stock. SAM and LPRF disclaim beneficial ownership in
664,800 shares of Class A Common Stock and 3,900 shares of Class B Common
Stock held in an account over which they have no voting or dispositive
powers. Mr. O. Mason Hawkins, a U.S. citizen and Chairman of the Board
and Chief Executive Officer of SAM, may be deemed to be a controlling
person of SAM as a result of his official position with or ownership of
SAM's voting securities. The existence of such control is expressly
disclaimed. Mr. Hawkins does not own, directly or indirectly, any
securities included in the table above.

(3) Martin J. Whitman is the Chairman, President and Chief Executive
Officer of EQSF Advisors, Inc. (EQSF) and the Chairman and Chief
Executive Officer of M.J. Whitman Advisers, Inc. (MJWA). EQSF has
sole power of voting and disposition for 643,700 shares of Class A
Common Stock and MJWA has sole power of voting for 184,338 shares and
sole power of disposition of 344,127 shares of Class A Common Stock.
Mr. Whitman disclaims beneficial ownership of all such shares.

(4) The number of shares of capital stock beneficially owned represent
shares beneficially owned at December 31, 2000 as disclosed in Forms
13F and/or 13G filed by the Principal Security Holder named in the
table.

(5) Joseph Shafran is the brother of Joan K. Shafran, Director. Mr. Shafran
has beneficial ownership of 69,118 shares of Class A Common Stock held in
a partnership in which he has shared power of voting and disposition.
Included in the Class B Common Stock are 4,500 shares held in a
partnership in which Joseph Shafran has shared power of voting and
disposition. Joseph Shafran's beneficial ownership of the remaining
7,504,251 shares of Class B Common Stock reflects his status as a general
partner of RMSLP. See discussion of RMSLP under "Election of Directors"
on page 2.

(6) Abraham Miller is the son of Samuel H. Miller, Co-Chairman of the Board
of Directors and Treasurer of the Company. Abraham Miller has beneficial
ownership of 37,988 shares of Class A Common Stock held in trusts for
which he is trustee and has shared power of voting and disposition and
17,418 shares for which he has sole power of voting and disposition.
Abraham Miller's beneficial ownership of the Class B Common Stock
reflects his status as a general partner of RMSLP. See discussion of
RMSLP under "Election of Directors" on page 2.

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14

(7) The Ratner, Miller and Shafran families have an ownership interest in the
Company as reflected in the table above. These securities are
beneficially owned by members of these families either individually or
through a series of trusts and custodianships. Of the shares of Class B
Common Stock listed above, RMSLP owns 7,504,251 shares which represents
73.26% of the Class B Common Stock outstanding at March 1, 2001.

Certain members of the Ratner, Miller and Shafran families have been
nominated for election to serve on the Board of Directors of the Company.
(See information regarding nominees and directors previously disclosed
for further information regarding the beneficial ownership of the
Company's Common Stock by these individuals).

(a) Does not reflect potential conversion of Class B Common Stock to
Class A Common Stock.

(b) Reflects potential conversion of all Class B Common Stock held by the
principal security holder listed to Class A Common Stock. Shares of Class
B Common Stock are convertible into shares of Class A Common Stock at
anytime on a 1 for 1 basis.

COMMITTEES OF THE BOARD OF DIRECTORS

During the last fiscal year, the Company's Board of Directors held four regular
meetings.

The Audit Committee is composed of three non-employee directors: Messrs. Michael
P. Esposito, Jr. (Chairman), Scott S. Cowen and Jerry V. Jarrett. The Audit
Committee recommends the firm of independent accountants to be appointed by the
Board of Directors, reviews the fee structure and the scope of the annual audit,
reviews the results of the annual audit, reviews reports of significant audits
performed by the Company's internal auditors, reviews the adequacy of internal
controls and consults with independent accountants and financial management on
accounting issues, including significant changes in accounting practices. The
Audit Committee meets with the independent accountants on a quarterly basis and
periodically as deemed necessary. The Audit Committee held three meetings during
2000 and the Chairman had two telephone conferences with the independent
accountants.

The Compensation Committee is comprised of five non-employee directors: Messrs.
Jerry V. Jarrett (Chairman), Scott S. Cowen, Michael P. Esposito, Jr., Louis
Stokes and Stan Ross. The Compensation Committee reviews the compensation
arrangements for senior management. Two Compensation Committee meetings were
held during 2000.

The Nominating and Corporate Governance Committee is comprised of four
non-employee directors: Messrs. Scott S. Cowen (Chairman), Michael P. Esposito,
Jr., Jerry V. Jarrett and Louis Stokes. The Nominating and Corporate Governance
Committee proposes Board of Director nominees and advises the Board on all
matters concerning corporate governance, to the extent these matters are not the
responsibility of other committees, assessing the Board's performance and making
recommendations to the Board on the functions and duties of the committees of
the Board, general Board practices and the Company's relations with its
stockholders. The Nominating and Corporate Governance Committee did not meet
during 2000.

Each director attended at least 75% of the meetings of the Board and those
committees on which the director served.

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AUDIT COMMITTEE REPORT

This Report, together with the Compensation Committee Report and Performance
Graph on page 17, shall not be deemed incorporated by reference by any general
statement incorporating by reference this proxy statement into any filing under
the Securities Act of 1933 or under the Securities Exchange Act of 1934, except
to the extent that the Company specifically incorporates the information by
reference and shall not otherwise be deemed filed under such Acts.

The Board of Directors of Forest City Enterprises,Inc. adopted a written Audit
Committee Charter, a copy of which is included as Appendix A to this proxy
statement. All members of the Audit Committee are independent as defined in
Section 303.01(B)(2)(a) and (3) of the New York Stock Exchange's listing
standards.

The Audit Committee has reviewed and discussed with the Company's management and
PricewaterhouseCoopersLLP, the Company's independent accountants, the audited
financial statements of the Company contained in the Company's Annual Report to
Shareholders for the year ended January 31, 2001. The Audit Committee has also
discussed with the Company's independent accountants the matters required to be
discussed pursuant to SAS No. 61 (Codification of Statements on Auditing
Standards, Communication with Audit Committees).

The Audit Committee has received and reviewed the written disclosures and the
letter from PricewaterhouseCoopersLLP required by Independence Standards Board
Standard No. 1 (titled, "Independence Discussions with Audit Committees"), and
has discussed with PricewaterhouseCoopersLLP their independence. The Audit
Committee has also considered whether the provision of information technology
services and other non-audit services to the Company by
PricewaterhouseCoopersLLP is compatible with maintaining their independence.

Based on the review and discussions referred to above, the Audit Committee
recommended to the Board of Directors that the audited financial statements be
included in the Company's Annual Report on Form 10-K for the fiscal year ended
January 31, 2001, filed with the U.S. Securities and Exchange Commission.

Michael P. Esposito, Jr., Chairman Scott S. Cowen Jerry V. Jarrett

COMPENSATION COMMITTEE INTERLOCKS AND INSIDE PARTICIPATION

The Compensation Committee of the Board of Directors consists entirely of
nonemployee Directors. No member of the Compensation Committee is a current or
former officer or employee of the Company or any of its subsidiaries.

COMPENSATION COMMITTEE REPORT

The primary role of the Compensation Committee is to develop and implement
compensation policies that are consistent with and integrally linked to the
accomplishments of the Company's strategic objectives.

The Company believes that shareholder value is best maximized through the
increase in Earnings Before Depreciation, Amortization and Deferred Taxes, as
discussed in the Management's Discussion and Analysis section of the Company's
Annual Report, and the increase in the value of its real estate portfolio over
time.

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The Company adheres to certain principles in developing its compensation
policies. Total compensation should be competitive with other companies in the
real estate industry of similar size. Incentive compensation should be linked
both to each individual's performance and the performance of the Company as a
whole. Compensation opportunities should be structured to attract and retain
those individuals that can help achieve the Company's strategic objectives and
thus maximize shareholder value.

The Compensation Committee reviews and approves the development and formulation
of all policies under which each form of compensation is paid or awarded to the
Company's "key" officers as defined by the Committee. The salaries of the Chief
Executive Officer and the five other most highly compensated officers are
proposed by the Chief Executive Officer to the Committee for approval. The
Committee then reviews and approves the compensation of the Chief Executive
Officer and the five other most highly compensated executive officers. The
Compensation Committee also reviews the salaries and incentives for each member
of the Ratner, Miller and Shafran families identified as executive officers.

The Compensation Committee utilizes nationally recognized outside experts as
consultants to assist it in the performance of its duties. These consultants are
asked to analyze officers salaries and compare those paid by Forest City
Enterprises with comparable corporations in the real estate field. In addition,
the consultants are asked to provide the committee with guidance on ranges in
annual salary and incentive compensation so officers of Forest City Enterprises
would be compensated on a competitive basis. The committee meets with these
consultants as required and expects to continue to use their services in the
future.

The Company entered into an agreement with Charles A. Ratner, President and
Chief Executive Officer, effective February 1, 1997. The Agreement provides for
an annual salary of $400,000. The contract was initially for a one year term and
has been renewed annually. In reviewing the Chief Executive Officer's
compensation, the Compensation Committee feels one of the most important
indicators of performance on his part is his ability to understand and react to
changing conditions affecting our industry and to adjust strategic directions
and tactical plans to be responsive. Improving shareholder value and development
of management succession plans also rank high on the list of performance
indicators.

Jerry V. Jarrett, Chairman Scott S. Cowen Michael P. Esposito, Jr.

Louis Stokes Stan Ross

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EXECUTIVE COMPENSATION

The following table sets forth the compensation awarded to, earned by, or paid
to the Company's chief executive officer and the five other most highly
compensated executive officers.

Summary Compensation Table
--------------------------

Long Term Compensation
----------------------
Awards Payouts
------ -------
Annual Compensation Securities
---------------------- Underlying LTIP All Other
Name and Principal Position Year Salary($) Bonus($) Options(#) Payouts($) Compensation($)
- --------------------------------------------------------------------------------------------------------------------

Charles A. Ratner, 2000 $399,979 $250,000 -- $457,043 $125,419
President and Chief 1999 399,987 250,000 28,800 -- 114,134
Executive Officer 1998 399,986 200,000 28,800 -- 114,408

Albert B. Ratner, Co-Chairman 2000 474,986 -- -- -- 97,348
of the Board of Directors 1999 474,352 -- -- -- 111,019
1998 449,986 -- -- -- 126,330

Samuel H. Miller, Co-Chairman 2000 424,986 -- -- -- 11,618
of the Board of Directors 1999 424,987 -- -- -- 11,853
and Treasurer 1998 399,985 -- -- -- 12,128

Thomas G. Smith, 2000 339,447 206,250 -- 400,625 51,792
Executive Vice President, 1999 318,756 212,000 14,400 -- 51,693
Chief Financial Officer 1998 319,794 155,000 14,400 -- 51,900
and Secretary

James A. Ratner 2000 349,505 203,125 -- 397,231 8,516
Executive Vice President 1999 324,986 203,125 18,000 -- 8,693
1998 324,986 162,500 18,000 -- 8,576

Ronald A. Ratner 2000 349,505 203,125 -- 397,231 8,276
Executive Vice President 1999 324,986 203,125 18,000 -- 8,415
1998 324,986 162,500 18,000 -- 8,576

Amounts reported as "All Other Compensation" in 2000 include (i) accrual of
annual benefits to each named executive officer's vested balance in the
Company's supplemental pension plan for executives as follows: Charles A.
Ratner, $10,000; Albert B. Ratner, $10,000; Samuel H. Miller, $10,000; James A.
Ratner, $7,000; and Ronald A. Ratner, $7,000; (ii) accrual of an amount for
Thomas G. Smith under a deferred compensation plan, $50,000; (iii) cost of group
term life insurance as follows: Charles A. Ratner, $516; Albert B. Ratner, $618;
Samuel H. Miller, $618; Thomas G. Smith, $792; James A. Ratner, $516 and Ronald
A. Ratner, $276; (iv) the Company's matching contribution to the 40l(k) plan of
$1,000 each; (v) gross-up of Charles A. Ratner's contribution to the cost of his
split-dollar life insurance policies, $22,985; and (vi) the dollar value of the
benefit to the named executive officer of the interest-free use of the Company
paid premiums, excluding the term insurance portion which is paid by the named
executive officer, from the current year to the projected date the premiums will
be refunded to the Company for split-dollar life insurance as follows: Charles
A. Ratner, $90,918; and Albert B. Ratner, $85,730.

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18

The Company entered into employment agreements with Albert B. Ratner and Samuel
H. Miller, Co-Chairmen of the Board of Directors effective January 1, 1999 which
provide for an annual salary of $475,000 and $425,000, respectively. The
agreements are renewable annually. Although they do not participate in a formal
bonus plan, an annual bonus may be awarded, determined on a discretionary basis.

The Company entered into employment agreements with James A. Ratner and Ronald
A. Ratner effective February 1, 2000, providing for annual salaries of $350,000
each. These agreements are renewable annually.

The employment agreements for Albert Ratner, Samuel Miller, Charles Ratner,
James Ratner and Ronald Ratner provide that upon the death of such officer, the
beneficiary will receive an annual death benefit for five years equal to the
salary paid for the last calendar year prior to the death. The same death
benefit is provided to Thomas Smith through an agreement dated May 31, 1999.

OPTION GRANTS IN LAST FISCAL YEAR
---------------------------------

No stock options were granted to the named executive officers during fiscal
2000.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
--------------------------------------------

The following Table shows stock options exercised during fiscal 2000 by the
named executive officers and the value of their unexercised stock options to
purchase Class A Common Stock held at January 31, 2001.

Number of
Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Options at Options at
Shares FY-End (#) FY-End ($)
Acquired on Value Exercisable/ Exercisable/
Name Exercise (#) Realized ($) Unexercisable Unexercisable
- -----------------------------------------------------------------------------------------

Charles A. Ratner -- -- 36,000/50,400 $876,600/$834,120
Albert B. Ratner -- -- -- --
Samuel H. Miller -- -- -- --
Thomas G. Smith 3,450 $79,264 11,100/25,200 $250,793/$417,060
James A. Ratner -- -- 22,500/31,500 $547,875/$521,325
Ronald A. Ratner -- -- 22,500/31,500 $547,875/$521,325

The last closing price of the Company's Class A Common Stock for the fiscal year
ended January 31, 2001 was $41.55 per share.

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19

The following graph shows a comparison of five-year cumulative total return of
Forest City Enterprises, Inc. Class A Common Stock (FCEA), Forest City
Enterprises, Inc. Class B Common Stock (FCEB), Standard & Poor's 500 Stock Index
(S&P 500) and the Dow Jones Real Estate Investment Index. The cumulative total
return is based on a $100 investment on January 31, 1996 and the subsequent
change in market prices of the securities at each respective fiscal year end. It
also assumes that dividends were reinvested quarterly.

Performance Graph

Jan-96 Jan-97 Jan-98 Jan-99 Jan-00 Jan-01

FCEA $100 $186 $244 $232 $241 $387
FCEB $100 $186 $247 $234 $283 $394
S&P 500 $100 $126 $160 $212 $283 $213
Dow Jones Real Estate Investments Index $100 $132 $155 $120 $117 $150

Transactions with Affiliated Persons

The Company paid approximately $160,541 as total compensation during 2000 to RMS
Investment Corp. (RMSIC), a company engaged in property management and leasing,
controlled by the four children of Charles A. Ratner (the President, Chief
Executive Officer and a Director of the Company), the two children of James
Ratner (an Executive Vice President and a Director of the Company), the two
children of Ronald Ratner (an Executive Vice President and a Director of the
Company), Deborah Ratner Salzberg (Vice President - Forest City Residential
Group, Inc. and a Director of the Company), Brian J. Ratner (Executive Vice
President - East Coast Development and a Director of the Company), the four
children of Ruth Miller (deceased sister of Albert Ratner) and Samuel H. Miller
(a Co-Chairman of the Company's Board of Directors), Samuel H. Miller as
Trustee, and Fannye Shafran as Trustee. RMSIC manages and provides leasing
services to two of the Company's Cleveland-area specialty retail shopping
centers, Golden Gate (362,000 square feet) and Midtown (258,000 square feet).
The rate of compensation for such services is 4% of all tenant rentals, plus a
lease fee of 2% to 3%. Management believes these fees are comparable to that
which other management companies would charge.

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20

Under the Company's current policy, no director, officer or employee, including
members of the Ratner, Miller or Shafran families, is allowed to invest in a
competing real estate opportunity without first obtaining approval of the
Company's Conflict of Interest Committee. However, the Company currently does
not have non-compete agreements with any of its directors, officers and
employees and, upon leaving the Company, any director, officer or employee could
compete with the Company. An exception to the Company's conflict-of-interest
policy permits those of the principal shareholders who are officers or employees
of the Company to own, alone or in conjuction with others, certain commercial,
industrial and residential properties which may be developed, expanded, operated
and sold independently of the business of the Company. The ownership of these
properties by these principal shareholders makes it possible that conflicts of
interest may arise between them and the Company. Although no such conflicts are
anticipated, areas of possible conflict may be in the development or expansion
of properties which may compete with the Company or the solicitation of tenants
for the use of such properties. The Company was informed by these principal
shareholders in 1960 that, except for these properties, they would in the future
engage in all business activities of the type conducted by the Company only
through and on behalf of the Company as long as they were employed by the
Company. This would not preclude them from making personal investments in real
estate on which buildings and improvements have been completed prior to such
investments.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING/COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers, directors and persons who are beneficial owners of more than ten
percent of a registered class of the Company's equity securities ("Reporting
Persons") to file reports of ownership and changes in ownership with the
Securities and Exchange Commission and the New York Stock Exchange. Reporting
Persons are required by regulations of the Securities and Exchange Commission to
furnish the Company's Corporate Secretary with copies of all Section 16(a) forms
they file.

Based solely on its review of the copies of Section 16(a) forms received by it,
or written representations from Reporting Persons that no Forms 5 were required
for those persons, the Company believes that during 2000 all filing requirements
applicable to Reporting Persons were complied, except that a Form 4 for Michael
P. Esposito, Jr. was filed following the reporting date, due to a
miscommunication with the transfer agent.

21
RATIFICATION OF INDEPENDENT AUDITORS

The Board of Directors recommends the ratification of PricewaterhouseCoopers
LLP, Certified Public Accountants, by the shareholders at the annual meeting as
the Company's independent auditors for the fiscal year ending January 31, 2002.

PricewaterhouseCoopers LLP has indicated that a representative of
PricewaterhouseCoopers LLP will attend the annual meeting to respond to
appropriate questions from shareholders. Their representative will also have the
opportunity to make a statement at the meeting.

The affirmative vote of the holders of a majority of the combined voting power
of the outstanding shares of Class A Common Stock and Class B Common Stock of
the Company present or represented at the meeting is required for the
ratification of PricewaterhouseCoopers LLP as the Company's independent auditors
for the year ended January 31, 2002. The Company has been advised that the
shares held by the Ratner, Miller and Shafran families and partnerships will be
voted in favor of the proposal. If such shares are voted for approval, the vote
will be sufficient to approve such proposal.

AUDIT FEES

PricewaterhouseCoopers LLP has billed or will bill the Company approximately
$1,012,000 in the aggregate, for professional services rendered by
PricewaterhouseCoopers LLP for the audit of the Company's financial statements
for the fiscal year ended January 31, 2001 and the reviews of the interim
financial statements included in the Company's Form 10-Q filed during the fiscal
year ended January 31, 2001.

FINANCIAL INFORMATION DESIGN AND IMPLEMENTATION FEES

PricewaterhouseCoopers LLP has billed the Company $-0- for professional services
described in Paragraph (c)(4)(ii) of Rule 2-01 of Regulation S-X rendered by
PricewaterhouseCoopers LLP for the fiscal year ended January 31, 2001.

ALL OTHER FEES

PricewaterhouseCoopers LLP has billed or will bill the Company approximately
$943,000 in the aggregate, for services rendered by PricewaterhouseCoopers LLP
for all services (other than those covered above under "Audit Fees" and
"Financial Information Systems Design and Implementation Fees" ) for the fiscal
year ended January 31, 2001. These fees relate primarily to services rendered in
connection with the issuance of approximately 175 separate financial statements
and other reports for individual partnerships and joint ventures, which are
statutory requirements or are required to be issued annually under these
entities' respective loan agreements. The remaining fees relate to services
rendered in connection with a private debt offering by the Company in 2000.

SHAREHOLDER PROPOSALS FOR 2002 ANNUAL MEETING

Any shareholder proposals intended to be presented at the Company's 2002 annual
meeting of shareholders must be received by the Company at the address below on
or before December 29, 2001 for inclusion in the Company's proxy statement and
form of proxy relating to the 2002 annual meeting of shareholders.

OTHER BUSINESS

It is not anticipated that matters other than those described in this Proxy
Statement will be brought before the meeting for action, but if any other
matters properly come before the meeting of which the Company did not receive
notice prior to March 13, 2001, or that applicable laws otherwise permit proxies
to vote on a discretionary basis, it is intended that votes thereon will be cast
pursuant to said proxies in accordance with the best judgment of the proxy
holders.

Upon the receipt of a written request from any stockholder entitled to vote at
the forthcoming annual meeting, the Company will mail, at no charge to the
stockholder, a copy of the Company's annual report on Form 10-K including the
financial statements and schedules and excluding exhibits required to be filed
with the Securities and Exchange Commission pursuant to Rule 13a-1 under the
Securities Exchange Act of 1934, as amended, for the Company's most recent
fiscal year. Requests from beneficial owners of the Company's Common Stock must
set forth a good faith representation that, as of the record date for the annual
meeting, the person making the request was the beneficial owner of securities
entitled to vote at such meeting.

Written requests for such report should be directed to :

Thomas T. Kmiecik
Assistant Treasurer
Forest City Enterprises, Inc.
Terminal Tower
50 Public Square Suite 1100
Cleveland, Ohio 44113
tom_kmiecik@fceinc.com

COST AND METHOD OF PROXY SOLICITATION

The cost of solicitation will be paid by the Company. In addition to
solicitation by mail, arrangements may be made with brokers and other
custodians, nominees and fiduciaries to send proxies and proxy material to their
principals and the Company may reimburse them for their expense in so doing.
Officers and other regular employees of the Company may, if necessary, request
the return of proxies by telephone, telegram or in person.

By order of the Board of Directors.

/s/Thomas G. Smith, Secretary

Cleveland, Ohio
April 27, 2001

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APPENDIX A

AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

CHARTER

I. Purpose

The primary function of the Audit Committee is to assist the Board of Directors
in fulfilling its oversight responsibilities relating to accounting for the
Company's financial position and results of operations, as well as such other
matters as may from time to time be specifically delegated to the Committee by
the Board. While the Committee has the powers and responsibilities set forth in
this Charter, it is not the responsibility of the Committee to plan or conduct
audits or to determine that the Company's financial statements are complete and
accurate or are in compliance with generally accepted accounting principles,
which is the responsibility of management and the independent accountants.
Likewise, it is not the responsibility of the Committee to conduct
investigations, to resolve disputes, if any, between management and the
independent accountants or to assure compliance with laws or the Company's
corporate compliance program or code of ethics. The Committee will review:

- The financial information to be provided by Forest City
Enterprises to shareholders, governmental agencies, and
others;
- The systems of internal controls;
- The audit process; and
- The compliance and adherence with the Company's ethics,
policies, procedures and practices.

II. COMPOSITION

The Audit Committee shall be comprised of three or more directors as determined
by the Board, each of whom shall be independent directors and free from any
relationship that, in the opinion of the Board, would interfere with the
exercise of his or her independent judgment as a member of the Committee. In
determining independence, the Board will observe the requirements of Rules
303.01 and 303.02 of the NYSE Listed Company Manual. All members of the
Committee shall have a working familiarity with basic finance and accounting
practices, and at least one member of the Committee shall have accounting or
related financial management expertise.

The Board shall elect the members of the Committee. A Chair of the Committee
shall be named by the Board.

III. MEETINGS

The Committee shall meet as frequently as circumstances dictate. As part of its
responsibility to foster open communications, the Committee shall meet at least
annually with management, the Director of the Internal Auditing Department, and
the independent accountants in separate executive sessions to discuss any
matters that the Committee or each of these groups believe should be discussed
privately.

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IV. POWER AND AUTHORITY

The Committee shall have the authority to call meetings at their discretion and
invite members of the Company and independent accountants to attend. The
Committee shall have the power to require and oversee any investigations that
the Committee deems necessary to discharge their responsibilities and to employ
whatever auditors, advisors, or consultants, are needed to conduct such
investigations. The Committee shall have the power to ensure the proper
educational programs are provided to members of the Committee to ensure proper
financial and accounting familiarity expertise expected of each Committee
member. The Committee shall concur on the appointment or removal of the Director
of the Internal Auditing Department.

V. RESPONSIBILITIES AND DUTIES

Specific responsibilities and duties of the Committee are:

Concerning the financial information to be provided by Forest City Enterprises
to shareholders, governmental agencies, and others:

1. Reviews the results of the annual audit of the consolidated financial
statements conducted by the independent accountants, including the
nature and management letter.

2. Exercises oversight of the Company's annual and quarterly financial
reporting process, including the related internal accounting controls;
and reviews, prior to publication, the Company's annual consolidated
financial statements and significant accounting policies and changes
thereto.

3. Ensures the review by the independent accountants of filings with the
SEC and other published documents containing the Company's financial
statements to consider whether the information contained in these
documents is consistent with the information contained in the annual
financial statements.

4. Inquires as to the accounting for new business activities and changes
to accounting principles.

5. Discusses with the independent accountants and management pending
accounting principle changes and their impact on the Company, including
implementation impacts on the financial statements.

Concerning the systems of internal controls:

1. Reviews annually the results of management's program to monitor
compliance with the Company's policies on business ethics; and reviews,
whenever necessary, significant cases of employee conflict of interest
or misconduct.

2. Reviews with legal counsel the compliance with laws and regulation and
reports issued by in-house legal counsel addressing the more
significant claims against the Company.

3. Considers and reviews with the independent accountants and the Director
of the Internal Auditing Department the adequacy of the Company's
internal controls including computerized information systems controls
and security.

4. Reviews any significant findings and recommendations of the independent
accountants and Internal Auditing together with management's responses
thereto.

5. Periodically reviews the directors, officers, and management
perquisites.

Concerning the audit process:

1. The independent accountants for the Company are ultimately accountable
to the Board and the Committee for conducting audits and ensuring the
Company's financial statements are in accordance with generally
accepted accounting principles. The Committee and the Board have the
ultimate authority and responsibility to select, evaluate and, where
appropriate, replace the independent accountants. Alternatively, the
Committee and the Board may nominate the independent accountants to be
proposed for shareholder approval in any proxy statement.

2. The Committee is responsible for (A) ensuring that the independent
accountants submit on a periodic basis to the Committee a formal
written statement delineating all relationships between the independent
accountants and the Company consistent with Independence Standards
Board Standard No. 1, (B) actively engaging in dialogue with the
independent accountants with respect to any disclosed relationship or
services that may impact the objectivity and independence of the
independent accountants and (C) recommending that the Board take
appropriate action in response to the independent accountants' report
to satisfy itself of the independent accountants' independence.

3. Reviews the annual audit plan and proposed fees of the independent
accountants, reviews the annual audit plan of the Company's internal
auditors, and requests any additional audit work with respect to these
plans as the Committee deems necessary.

4. Reviews annually the scope of activities, staffing, budget, results,
and effectiveness of the Company's internal audit function and advises
management of such changes to the internal audit function as the
Committee deems necessary.

VI. REPORTING OF ACTIVITIES

The Chairman of the Committee will periodically report to the full Board of
Directors concerning the scope and results of the work performed by the
Committee.

VII. Other Assignments

In addition to the above responsibilities and duties, the Committee shall
perform other assignments as determined by the Board of Directors.

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P R O X Y

DETACH HERE
- --------------------------------------------------------------------------------

FOREST CITY ENTERPRISES, INC. CLASS A

PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
THE COMPANY FOR THE ANNUAL MEETING OF SHAREHOLDERS

The undersigned hereby appoints ALBERT B. RATNER and SAMUEL H. MILLER, and
each of them, with full power of substitution, as proxies for the undersigned to
attend the annual meeting of shareholders of Forest City Enterprises, Inc. to be
held in the 6th Floor Ballroom of the Ritz-Carlton Hotel, Tower City Center,
1515 West Third Street, Cleveland, Ohio 44113, on June 6, 2001 at 2:00 p.m.,
eastern daylight saving time, and at any adjournment thereof, to vote and act
with respect to all shares of Class A Common Stock of the Company which the
undersigned would be entitled to vote, with all the power the undersigned would
possess if present in person, as follows:

(1) The election of four (4) directors, each to hold office until the next
annual shareholders' meeting and until his or her successor shall be
elected and qualified.

Nominees: Michael P. Esposito, Jr., Joan K. Shafran, Louis Stokes, Stan
Ross

(2) The ratification of PricewaterhouseCoopers LLP as independent auditors
for the Company for the fiscal year ending January 31, 2002.

(3) In their discretion, to vote upon such other business as may properly
come before the meeting.

PLEASE SPECIFY YOUR CHOICES BY MARKING THE APPROPRIATE BOXES, SEE REVERSE
SIDE. WHEN PROPERLY EXECUTED, THIS PROXY WILL BE VOTED IN ACCORDANCE WITH YOUR
INSTRUCTIONS, OR, IF YOU GIVE NO INSTRUCTIONS, THIS PROXY WILL BE VOTED FOR
ITEMS 1 AND 2.

(CONTINUED AND TO BE SIGNED ON REVERSE SIDE.)
27

DETACH HERE
- --------------------------------------------------------------------------------

(Continued from the other side)

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEMS 1 AND 2.

(1) The election of four (4) directors, each to hold office until the next
annual shareholders' meeting and until his or her successor shall be elected
and qualified. -- Nominees: Michael P. Esposito, Jr., Joan K. Shafran, Louis
Stokes, Stan Ross

[ ] FOR, except vote withheld from the following nominee(s): [ ] WITHHELD

- --------------------------------------------------------------------------------

(2) The ratification of PricewaterhouseCoopers LLP as independent auditors for
the Company for the fiscal year ending January 31, 2002.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

[ ] CHANGE OF ADDRESS (BELOW) DATED: _______________, 2001

------------------------------------

------------------------------------
SIGNATURE(S)

NOTE: PLEASE SIGN EXACTLY AS NAME
APPEARS HEREON. JOINT OWNERS SHOULD
EACH SIGN. WHEN SIGNING AS ATTORNEY,
EXECUTOR, ADMINISTRATOR, TRUSTEE OR
GUARDIAN, PLEASE GIVE FULL TITLE AS
SUCH.
28

P R O X Y

DETACH HERE
- --------------------------------------------------------------------------------

FOREST CITY ENTERPRISES, INC. CLASS B

PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
THE COMPANY FOR THE ANNUAL MEETING OF SHAREHOLDERS

The undersigned hereby appoints ALBERT B. RATNER and SAMUEL H. MILLER, and
each of them, with full power of substitution, as proxies for the undersigned to
attend the annual meeting of shareholders of Forest City Enterprises, Inc. to be
held in the 6th Floor Ballroom of the Ritz-Carlton Hotel, Tower City Center,
1515 West Third Street, Cleveland, Ohio 44113 on June 6, 2001 at 2:00 p.m.,
eastern daylight saving time, and at any adjournment thereof, to vote and act
with respect to all shares of Class B Common Stock of the Company which the
undersigned would be entitled to vote, with all the power the undersigned would
possess if present in person, as follows:

(1) The election of nine (9) directors, each to hold office until the next
annual shareholders' meeting and until his or her successor shall be
elected and qualified.

Nominees: Albert B. Ratner, Samuel H. Miller, Charles A. Ratner, James
A. Ratner, Jerry V. Jarrett, Ronald A. Ratner, Scott S. Cowen,
Brian J. Ratner, Deborah Ratner Salzberg

(2) The ratification of PricewaterhouseCoopers LLP as independent auditors
for the Company for the fiscal year ending January 31, 2002.

(3) In their discretion, to vote upon such other business as may properly
come before the meeting.

(CONTINUED AND TO BE SIGNED ON REVERSE SIDE.)
29

DETACH HERE
- --------------------------------------------------------------------------------

(Continued from the other side)

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEMS 1 AND 2.

(1) The election of nine (9) directors, each to hold office until the next
annual shareholders' meeting and until his successor shall be elected and
qualified. -- Nominees: Albert B. Ratner, Samuel H. Miller, Charles A.
Ratner, James A. Ratner, Jerry V. Jarrett, Ronald A. Ratner, Scott S. Cowen,
Brian J. Ratner, Deborah Ratner Salzberg

[ ] FOR, except vote withheld from the following nominee(s): [ ] WITHHELD

- --------------------------------------------------------------------------------

(2) The ratification of PricewaterhouseCoopers LLP as independent auditors for
the Company for the fiscal year ending January 31, 2002.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

[ ] CHANGE OF ADDRESS (BELOW) DATED: _____________, 2001

------------------------------------

------------------------------------
SIGNATURE(S)

NOTE: PLEASE SIGN EXACTLY AS NAME
APPEARS HEREON. JOINT OWNERS SHOULD
EACH SIGN. WHEN SIGNING AS ATTORNEY,
EXECUTOR, ADMINISTRATOR, TRUSTEE OR
GUARDIAN, PLEASE GIVE FULL TITLE AS
SUCH.