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

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

<Table>

[ ] 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 Section 240.14a-11c or Section 240.14a-12
</Table>

FOREST CITY ENTERPRISES, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)

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:

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

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(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:

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(5) Total fee paid:

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[ ] 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:

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(4) Date Filed:

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FOREST CITY ENTERPRISES, INC.

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 11, 2002

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 Tuesday, June 11, 2002 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,
2003.

(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 15, 2002 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 30, 2002

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 Tuesday, June 11, 2002 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 30, 2002. 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 15, 2002, the record date fixed for the determination of
shareholders entitled to vote at the annual meeting, there were outstanding
35,222,532 shares of Class A Common Stock, par value $.33 1/3 per share, and
14,333,307 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, 2003. Broker
non-votes will not be counted as cast for any proposal.

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, 2002, the Ratner, Miller and Shafran Families, which include members
of the Company's current Board of Directors and certain executive officers
("Family Interests"), owned 74.6% of the Class B Common Stock. RMS, Limited
Partnership ("RMSLP"), which owned 74.3% 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 the father of Abraham Miller.

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, 2002, members of the Family Interests collectively owned 27.7% of
the Class A Common Stock. The following table includes the shares of Class B
Common Stock held by RMSLP at March 1, 2002, 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:

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 4,689,272 44.0%
Ronald A. Ratner

Albert Ratner Brian J. Ratner 2,487,956 23.4%
Deborah Ratner Salzberg

Samuel H. Miller Samuel H. Miller 850,803 8.0%

Shafran Joan K. Shafran 1,865,404 17.5%
Joseph Shafran

Ruth Miller Abraham Miller 760,960 7.1%

------------- -------------
Total 10,654,395 100.0%
============= =============

The following table sets forth the beneficial ownership of shares of Class A and
Class B Common Stock as of March 1, 2002 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
Occupation Director Common Percent Common of
Name and Age Since Stock (h,j) of Class (h) Stock (i,j) Class (i)
- ---------------------------------------------------------------------------------------------------------------------------

NOMINEES
(a) Michael P. Chairman of XL Capital Ltd. 1995 44,754 0.13% 44,754 0.13%
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 Annuity & Life Ltd.
(insurance). Age 62. (c,d,e)

(a) Joan K. Executive Managing 1997 530,304 1.51% 11,191,449 24.43%
Shafran Partner, The Berimore Co. (2) (2) (2)(3) (2)
(investments); Principal
and President of the Board,
Do While Studio (art and
technology nonprofit).
Age 54.

Number of Shares of Common
Stock Beneficially Owned
----------------------------

Class B
Occupation Common Percent
Name and Age Stock of Class
- -----------------------------------------------------------------------------------

NOMINEES
(a) Michael P. Chairman of XL Capital Ltd. - -
Esposito, Jr. (f/k/a Exel Limited) (insurance);
Retired Executive Vice
President - Chief Control
Compliance and
Administrative Officer,
The Chase Manhattan
Bank, N.A. (banking).
Director of Annuity & Life Ltd.
(insurance). Age 62. (c,d,e)

(a) Joan K. Executive Managing 10,661,145 74.35%
Shafran Partner, The Berimore Co. (3)
(investments); Principal
and President of the Board,
Do While Studio (art and
technology nonprofit).
Age 54.

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

(a) Louis Attorney, Squire, Sanders, & 1999 4,680 0.01% 4,680 0.01%
Stokes Dempsey since 1999 (law); (4)
Retired Member of The United
States Congress. Director of
American Stone (stone).
Age 77. (d,e)

(a) Stan Ross Retired Vice Chairman/Special 1999 1,875 0.01% 1,875 0.01%
Consultant of Ernst & Young LLP (5)
(accounting & consulting);
Chairman of the Board of USC
Lusk Center for Real Estate
(education). Age 66. (d)

(b) Albert B. Co-Chairman of the 1960 1,081,146 3.08% 1,085,254 3.09%
Ratner Board of Directors of the (6) (6) (6)(7) (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 74. (f)

(b) Samuel H. Co-Chairman of the 1960 1,561,702 4.44% 12,216,097 26.67%
Miller Board of Directors (8) (8)(9)
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 80. (f)

Number of Shares of Common
Stock Beneficially Owned
----------------------------

Class B
Occupation Common Percent
Name and Age Stock of Class
- ----------------------------------------------------------------------------------

(a) Louis Attorney, Squire, Sanders, & - -
Stokes Dempsey since 1999 (law);
Retired Member of The United
States Congress. Director of
American Stone (stone).
Age 77. (d,e)

(a) Stan Ross Retired Vice Chairman/Special - -
Consultant of Ernst & Young LLP
(accounting & consulting);
Chairman of the Board of USC
Lusk Center for Real Estate
(education). Age 66. (d)

(b) Albert B. Co-Chairman of the 4,108 0.03%
Ratner Board of Directors of the (7)
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 74. (f)

(b) Samuel H. Co-Chairman of the 10,654,395 74.30%
Miller Board of Directors (9)
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 80. (f)

(b) Charles A. President of the Company 1972 3,225,934 9.15% 13,880,329 30.23%
Ratner since June 1993; Chief (10) (10) (10)(11) (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 60. (f)

(b) James A. Executive Vice President 1984 3,618,037 10.27% 3,618,037 10.27%
Ratner of the Company and (12) (12) (12)(13)
President of Forest City
Rental Properties
Corporation,
a subsidiary of the
Company.
Age 57. (f)

(b) Jerry V. Retired Chairman 1984 19,000 0.05% 19,000 0.05%
Jarrett and Chief (14)
Executive Officer
of Ameritrust
Corporation (banking).
Age 70. (c,d,e)

(b) Ronald A. Executive Vice President 1985 1,425,335 4.05% 12,079,730 26.34%
Ratner of the Company and (15) (15) (15)(16) (15)
President of Forest
City Residential Group,
Inc., a subsidiary of the
Company. Age 55. (f)

(b) Scott S. President, Tulane University 1989 20,100 0.06% 20,100 0.06%
Cowen (education) since July 1998; (17)
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 55. (c,d,e)

Number of Shares of Common
Stock Beneficially Owned
--------------------------

Class B
Occupation Common Percent
Name and Age Stock of Class
- ------------------------------------------------------------------------------

(b) Charles A. President of the Company 10,654,395 74.30%
Ratner since June 1993; Chief (11)
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 60. (f)

(b) James A. Executive Vice President - -
Ratner of the Company and (13)
President of Forest City
Rental Properties
Corporation,
a subsidiary of the
Company.
Age 57. (f)

(b) Jerry V. Retired Chairman - -
Jarrett and Chief
Executive Officer
of Ameritrust
Corporation (banking).
Age 70. (c,d,e)

(b) Ronald A. Executive Vice President 10,654,395 74.30%
Ratner of the Company and (16)
President of Forest
City Residential Group,
Inc., a subsidiary of the
Company. Age 55. (f)

(b) Scott S. President, Tulane University - -
Cowen (education) since July 1998;
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 55. (c,d,e)

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

(b) Brian J. Executive Vice President - East 1993 291,715 0.83% 10,946,110 23.88%
Ratner Coast Development of the (18) (18) (18)(19) (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 44. (f)

(b) Deborah Officer of various 1995 180,689 0.51% 10,835,084 23.65%
Ratner subsidiaries of the (20) (20) (20)(21) (20)
Salzberg Company.
Age 48. (f)

OTHER NAMED EXECUTIVE OFFICER

Thomas G. Executive Vice 30,242 0.09% 31,009 0.09%
Smith President of the Company (22)
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 61. (f,g)

ALL DIRECTORS, NOMINEES AND EXECUTIVE
OFFICERS AS A GROUP (17 in number) 8,361,740 23.51% 19,028,649 41.15%
(23) (23) (23)(24) (23)

Number of Shares of Common
Stock Beneficially Owned
--------------------------

Class B
Occupation Common Percent
Name and Age Stock of Class
- ------------------------------------------------------------------------------------

(b) Brian J. Executive Vice President - East 10,654,395 74.30%
Ratner Coast Development of the (19)
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 44. (f)

(b) Deborah Officer of various 10,654,395 74.30%
Ratner subsidiaries of the (21)
Salzberg Company.
Age 48. (f)

OTHER NAMED EXECUTIVE OFFICER

Thomas G. Executive Vice 767 0.01%
Smith President of the Company
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 61. (f,g)

ALL DIRECTORS, NOMINEES AND EXECUTIVE
OFFICERS AS A GROUP (17 in number) 10,666,909 74.39%
(24)

In early April 2002, twenty-three trusts and one limited liability partnership,
which were established by some of the Company's executive officers and/or
directors and other members of the Ratner, Miller and Shafran families, sold a
total of 1,500,000 shares of Class A common stock in a public offering. Various
directors listed in the above table had claimed beneficial ownership to some of
these shares as of March 1, 2002. The following notes disclose on a pro forma
basis what the directors' beneficial ownership percentage would have been had
the sale occurred prior to March 1, 2002.

(1) Includes 11,250 shares that were issuable upon the exercise of stock
options vested at March 1, 2002 or vesting within 60 days
thereafter.

(2) Includes 303,677 shares of Class A Common Stock held in a partnership in
which Joan K. Shafran has shared power of voting and disposition. Ms.
Shafran has beneficial ownership of 223,252 shares of Class A Common
Stock held in a trust for which she is trustee and has shared power of
voting and disposition.

Had the sale of Class A common stock that is described at the bottom of
page 6 occurred prior to March 1, 2002, the beneficial ownership
percentage at March 1, 2002 of Class A common stock would have been
0.09%, and the beneficial ownership percentage at March 1, 2002 of pro
forma Class A common stock, assuming the Class B shares were converted,
would have been 23.34%.

(3) Includes 6,750 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 10,654,395 shares of
Class B Common Stock reflects her status as a general partner of RMSLP.
See discussion of RMSLP on page 2.

(4) Includes 3,750 shares that were issuable upon the exercise of stock
options vested at March 1, 2002 or vesting within 60 days thereafter.

(5) Represents 1,875 shares that were issuable upon the exercise of stock
options vested at March 1, 2002 or vesting within 60 days thereafter.

(6) Albert B. Ratner has beneficial ownership of 566,032 shares of Class A
Common Stock held in trusts for which he is trustee and has shared power
of voting and disposition and 270,903 shares for which he has sole power
of voting and disposition. Mr. Ratner has beneficial ownership of
100,482 shares held in trusts for which he is trust advisor and has
shared power of voting and disposition with the trustees.

Had the sale of Class A common stock that is described at the bottom of
page 6 occurred prior to March 1, 2002, the beneficial ownership
percentage at March 1, 2002 of Class A common stock would have been
2.69%, and the beneficial ownership percentage at March 1, 2002 of pro
forma Class A common stock, assuming the Class B shares were converted,
would have been 2.70%.

(7) Does not reflect the following shares that Albert B. Ratner disclaims
beneficial ownership of: 2,313,472 shares of Class B Common Stock held
in trusts for which he is trustee and 190,488 shares held in trusts for
which he is trust advisor, of which 1,208,339 shares are held in the
Albert Ratner Family Branch of RMSLP, 1,031,791 shares are held in the
Max Ratner Family Branch of RMSLP and 263,830 shares are held in the
Ruth Miller Family Branch of RMSLP. See discussion of RMSLP on page 2.

(8) Samuel H. Miller has beneficial ownership of 1,551,867 shares of Class A
Common Stock held in trusts for which he is trustee and has sole power
of voting and disposition.

(9) 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.

(10) Charles A. Ratner has beneficial ownership of 2,399,074 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
224,968 shares held in trusts for which he is trust advisor and has
shared power of voting and disposition with the trustees. Includes
108,000 shares that were issuable upon the exercise of stock options
vested at March 1, 2002 or vesting within 60 days thereafter.

Had the sale of Class A common stock that is described at the bottom of
page 6 occurred prior to March 1, 2002, the beneficial ownership
percentage at March 1, 2002 of Class A common stock would have been
7.74%, and the beneficial ownership percentage at March 1, 2002 of pro
forma Class A common stock, assuming the Class B shares were converted,
would have been 29.15%.

(11) 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.

(12) James A. Ratner has beneficial ownership of 2,814,559 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 35,436
shares held in trusts for which he is trust advisor and has shared power
of voting and disposition with the trustees. Includes 67,500 shares that
were issuable upon the exercise of stock options vested at March 1, 2002
or vesting within 60 days thereafter.

(13) Does not reflect the following shares that James A. Ratner disclaims
beneficial ownership of: 351 shares of Class B Common Stock owned
directly but held by RMSLP, 2,539,363 shares of Class B Common Stock
held in trusts for which he is trustee and 311,908 shares held in trusts
for which he is trust advisor, of which 1,951,311 shares are held in the
Max Ratner Family Branch of RMSLP, 569,171 shares are held in the Albert
Ratner Family Branch of RMSLP and 331,140 shares are held in the Ruth
Miller Family Branch of RMSLP. See discussion of RMSLP on page 2.

(14) Includes 18,000 shares that were issuable upon the exercise of stock
options vested at March 1, 2002 or vesting within 60 days thereafter.

(15) Ronald A. Ratner has beneficial ownership of 797,380 shares of Class A
Common Stock held in trusts for which he is trustee and has shared power
of voting and disposition. Includes 67,500 shares that were issuable
upon the exercise of stock options vested at March 1, 2002 or vesting
within 60 days thereafter.

Had the sale of Class A common stock that is described at the bottom of
page 6 occurred prior to March 1, 2002, the beneficial ownership
percentage at March 1, 2002 of Class A common stock would have been
2.77%, and the beneficial ownership percentage at March 1, 2002 of pro
forma Class A common stock, assuming the Class B shares were converted,
would have been 25.35%.

(16) 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.

(17) Includes 18,000 shares that were issuable upon the exercise of stock
options vested at March 1, 2002 or vesting within 60 days thereafter.

(18) Brian J. Ratner has beneficial ownership of 79,717 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
23,400 shares held as custodian for his minor daughter and as to which
he has sole power of voting and disposition. Includes 40,500 shares that
were issuable upon the exercise of stock options vested at March 1, 2002
or vesting within 60 days thereafter.

Had the sale of Class A common stock that is described at the bottom of
page 6 occurred prior to March 1, 2002, the beneficial ownership
percentage at March 1, 2002 of Class A common stock would have been
0.61%, and the beneficial ownership percentage at March 1, 2002 of pro
forma Class A common stock, assuming the Class B shares were converted,
would have been 23.71%.

(19) 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.

(20) Deborah Ratner Salzberg has beneficial ownership of 149,914 shares of
Class A Common Stock held in trusts for which she is trustee and has
shared power of voting and disposition. Includes 21,600 shares that were
issuable upon the exercise of stock options vested at March 1, 2002 or
vesting within 60 days thereafter.

Had the sale of Class A common stock that is described at the bottom of
page 6 occurred prior to March 1, 2002, the beneficial ownership
percentage at March 1, 2002 of Class A common stock would have been
0.10%, and the beneficial ownership percentage at March 1, 2002 of pro
forma Class A common stock, assuming the Class B shares were converted,
would have been 23.33%.

(21) 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.

(22) Includes 24,951 shares that were issuable upon the exercise of stock
options vested at March 1, 2002 or vesting within 60 days thereafter.

(23) 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 425,235 shares that were
issuable upon the exercise of stock options vested at March 1, 2002 or
vesting within 60 days thereafter.

Had the sale of Class A common stock that is described at the bottom of
page 6 occurred prior to March 1, 2002, the beneficial ownership
percentage at March 1, 2002 of Class A common stock would have been
19.29%, and the beneficial ownership percentage at March 1, 2002 of pro
forma Class A common stock, assuming the Class B shares were converted,
would have been 37.91%.

(24) 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 10,654,395 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, 2002 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, $1,000 for attending each board meeting, $1,000 for attending any board
committee meeting and an additional $500 for serving as chairman for any board
committee meeting. During fiscal 2001, Messrs. Cowen, Esposito, Jarrett, Ross
and Stokes received $5,000, $8,000, $7,000, $5,000 and $2,000 respectively, for
attending or serving as chairman for board committee meetings. In addition,
Messrs. Esposito and Jarrett received $2,000 and $6,000, 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, 2002 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. 4,296,062(1)(4) 12.22% 5,130,497(1)(4) 14.26% 834,435(1)(4) 5.82%
and Bruce S. Sherman
3003 Tamiami Trail North
Naples, FL 33940

Southeastern Asset Management, Inc. 4,890,075(2)(4) 13.91% 4,890,075(2)(4) 13.91% -(2)(4) -
and Longleaf Partners Realty Fund
6410 Poplar Ave., Suite 900
Memphis, TN 38119

EQSF Advisers, Inc. and 3,681,589(3)(4) 10.47% 3,794,189(3)(4) 10.76% 112,600(3)(4) 0.79%
M.J. Whitman Advisers, Inc.
767 Third Avenue
New York, NY 10017

Joseph Shafran 526,929(5) 1.50% 11,188,074(5) 24.42% 10,661,145(5) 74.35%
Paran Management Company (5) (5)
13212 Shaker Boulevard, Suite 100
Cleveland, OH 44120

Abraham Miller 160,030(6) 0.46% 10,814,425(6) 23.61% 10,654,395(6) 74.30%
Graffiti
3111 Carnegie Avenue
Cleveland, OH 44115

Ratner, Miller & Shafran Family 9,812,485(7) 27.68% 20,515,763(7) 44.45% 10,703,278(7) 74.65%
Interests (7) (7)
Terminal Tower
50 Public Square Suite 1600
Cleveland, OH 44113

(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 Chief Executive Officer of PCM, and Gregg J. Powers, as President of
PCM, exercise shared dispositive and shared voting power with respect to
shares held by PCM's clients and managed by PCM and may be deemed to be
the beneficial owners of the 4,296,062 shares of Class A Common Stock
beneficially owned by PCM. Messrs. Sherman and Powers disclaim
beneficial ownership in the shares held by PCM's clients and disclaim
the existence of a group.

(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. All of
the securities are owned legally by SAM's investment advisory clients
and none are owned directly or indirectly by SAM. SAM disclaims
benefiticial ownership of any of the securities. SAM has sole voting and
dispositive power over 2,618,400 shares of Class A Common Stock, and
shared voting power with LPRF over 2,271,675 shares of Class A Common
Stock. SAM and LPRF also disclaim beneficial ownership in 1,029,300
shares of Class A Common Stock and 5,850 shares of Class B Common Stock
held in accounts 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, could be deemed to be a controlling person of
SAM as a result of his official positions 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 for his own account included in the table above.

(3) EQSF Advisors, Inc. (EQSF) and M. J. Whitman Advisors, Inc. (MJWA) are
investment advisors registered under Section 203 of the Investment
Advisers Act of 1940. Martin J. Whitman is the Chief Executive Officer
and controlling person of EQSF and MJWA. EQSF has sole power of voting
and disposition for 3,100,564 shares of Class A Common Stock and MJWA
has sole power of voting for 550,038 shares and sole power of
disposition of 581,025 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, 2001 as disclosed in Forms 13F
and/or 13G filed by the Principal Security Holder.

(5) Joseph Shafran is the brother of Joan K. Shafran, Director. Mr. Shafran
has beneficial ownership of 303,677 shares of Class A Common Stock held
in a partnership in which he has shared power of voting and disposition.
Mr. Shafran also has beneficial ownership of 223,252 shares of Class A
Common Stock held in a trust for which he is trustee and has shared
power of voting and disposition. Included in the Class B Common Stock
are 6,750 shares held in a partnership in which Joseph Shafran has
shared power of voting and disposition. Joseph Shafran's beneficial
ownership of the remaining 10,654,395 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.

Had the sale of Class A common stock that is described at the bottom of
page 6 occurred prior to March 1, 2002, the beneficial ownership
percentage at March 1, 2002 of Class A common stock would have been
0.08%, and the beneficial ownership percentage at March 1, 2002 of pro
forma Class A common stock, assuming the Class B shares were converted,
would have been 23.33%.

(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 60,485 shares of Class A Common Stock held in trusts for
which he is trustee and has shared power of voting and disposition and
26,127 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.

(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 10,654,395 shares which represents
74.30% of the Class B Common Stock outstanding at March 1, 2002.

Had the sale of Class A common stock that is described at the bottom of
page 6 occurred prior to March 1, 2002, the beneficial ownership
percentage at March 1, 2002 of Class A common stock would have been
23.45%, and the beneficial ownership percentage at March 1, 2002 of pro
forma Class A common stock, assuming the Class B shares were converted,
would have been 41.20%.

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 four meetings during
2001, and the Chairman had quarterly conferences with the independent
accountants prior to the Company's earnings announcements in accordance with
Statement on Auditing Standards No. 71.

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 2001.

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 2001.

Each director attended at least 75% of the meetings of the Board and those
committees on which the director served, except for Stan Ross who attended 50%
of the compensation committee meetings.

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 in 1999. 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
PricewaterhouseCoopers LLP, 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, 2002. 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 PricewaterhouseCoopers LLP required by Independence Standards Board
Standard No. 1 (titled, "Independence Discussions with Audit Committees"), and
has discussed with PricewaterhouseCoopers LLP their independence. The Audit
Committee has also considered whether the provision of information technology
services and other non-audit services to the Company by PricewaterhouseCoopers
LLP 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, 2002, 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.

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 review and
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 periodically 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

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. The stock option awards have been adjusted for
the three-for-two common stock split effective November 14, 2001.

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, 2001 $ 400,000 $ 200,000 43,200 $ - $ 119,641
President and Chief 2000 399,979 250,000 - 457,043 125,419
Executive Officer 1999 399,987 250,000 43,200 - 114,134

Albert B. Ratner, Co-Chairman 2001 475,000 150,000 - - 85,044
of the Board of Directors 2000 474,986 - - - 97,348
1999 474,352 - - - 111,019

Samuel H. Miller, Co-Chairman 2001 425,000 150,000 - - 11,618
of the Board of Directors 2000 424,986 - - - 11,618
and Treasurer 1999 424,987 - - - 11,853

Thomas G. Smith, 2001 340,000 182,240 21,600 - 51,792
Executive Vice President, 2000 339,447 206,250 - 400,625 51,792
Chief Financial Officer 1999 318,756 212,000 21,600 - 51,693
and Secretary

James A. Ratner 2001 350,000 175,000 27,000 - 8,516
Executive Vice President 2000 349,505 203,125 - 397,231 8,516
1999 324,986 203,125 27,000 - 8,693

Ronald A. Ratner 2001 350,000 231,875 27,000 - 8,276
Executive Vice President 2000 349,505 203,125 - 397,231 8,276
1999 324,986 203,125 27,000 - 8,415

Amounts reported as "All Other Compensation" in 2001 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, $792; 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, $27,512; 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, $80,337; and Albert B. Ratner, $73,426.

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

The following table sets forth information regarding stock options granted
during fiscal 2001 to the executive officers named in the Summary Compensation
Table.

INDIVIDUAL GRANTS

Number
of % of Total Grant Date
Securities Options Value
Underlying Granted to Exercise -----
Options Employees or Base Grant Date
Granted in Fiscal Price Expiration Present
(#) (1) Year ($/Sh) Date Value $(2)
- -------------------------------------------------------------------------------------------------------------------------

Charles A. Ratner 43,200 6.9% $28.533 3/8/11 $ 578,966
Albert B. Ratner - - - - -
Samuel H. Miller - - - - -
Thomas G. Smith 21,600 3.5% 28.533 3/8/11 289,483
James A. Ratner 27,000 4.3% 28.533 3/8/11 361,854
Ronald A. Ratner 27,000 4.3% 28.533 3/8/11 361,854

(1) On March 8, 2001, fixed stock options to purchase Class A Common Stock were
granted under the 1994 Stock Option Plan ("Plan"). The options have a term of 10
years and vest as follows: 25% after two years, 50% after three years and 100%
after four years from date of grant. The exercise price is equal to the fair
market value on the date of grant. Fair market value is defined as the price per
share at the close of business on the trading date immediately preceding the
date the stock option grant is awarded. Under the Plan, the awards may be
incentive stock options or non-qualified stock options. All the options granted
in the above table were non-qualified stock options, except for Thomas G. Smith,
who was granted 7,008 incentive stock options and 14,592 non-qualified stock
options.

(2) The options were valued at $13.40 each using the Black-Scholes
option-pricing model using the following assumptions: expected volatility of
34.2%, based on closing prices of Class A Common Stock for 97 months prior to
grant; risk-free rate of return of 4.9%; dividend yield of .7%, based on return
of U.S. Government notes and bonds; expected life of 8.7 years and turnover of
3.7%.

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

The following Table shows stock options exercised during fiscal 2001 by the
named executive officers and the value of their unexercised stock options to
purchase Class A Common Stock held at January 31, 2002.

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 - - 79,056/93,744 $ 2,093,694/$1,668,464
Albert B. Ratner - - - -
Samuel H. Miller - - - -
Thomas G. Smith 13,524 $ 286,740 15,654/46,871 $ 422,756/$834,207
James A. Ratner - - 49,410/58,590 $ 1,308,559/$1,042,790
Ronald A. Ratner - - 49,410/58,590 $ 1,308,559/$1,042,790

The last closing price of the Company's Class A Common Stock for the fiscal year
ended January 31, 2002 was $39.78 per share.

PERFORMANCE GRAPH

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, 1997 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 (CONTINUED)

Jan-97 Jan-98 Jan-99 Jan-00 Jan-01 Jan-02

Forest City Enterprises Inc. - Class A $ 100 $ 131 $ 125 $ 129 $ 208 $ 300
Forest City Enterprises Inc. - Class B $ 100 $ 133 $ 126 $ 152 $ 212 $ 302
S&P 500 $ 100 $ 127 $ 168 $ 186 $ 184 $ 154
Dow Jones U.S. Real Estate Index $ 100 $ 118 $ 91 $ 88 $ 113 $ 126

TRANSACTIONS WITH AFFILIATED PERSONS

The Company paid approximately $163,000 as total compensation during 2001 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) and Samuel H. Miller 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.

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 conjunction 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.

The Company entered into a registration rights agreement, dated as of March 12,
2002, with one limited liability partnership and twenty-three trusts that were
established by some of its executive officers and/or directors and other members
of the Ratner, Miller and Shafran families on behalf of some of the members of
their families. Under the terms of the registration rights agreement, we agreed
to file a registration statement to permit the resale of up to $60 million of
shares of Class A Common Stock held by these parties. In early April 2002, these
parties sold a total of 1,500,000 shares of Class A Common Stock in a public
offering pursuant to the registration statement that we filed on their behalf.

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 2001 all filing requirements
applicable to Reporting Persons were complied, except that a Form 4 for Edward
Pelavin, President of Forest City Capital Corporation, a subsidiary of the
Company, was filed following the reporting date, due to a miscommunication.

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, 2003.

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, 2003. 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

Aggregate fees for professional services rendered by PricewaterhouseCoopers LLP
("PricewaterhouseCoopers") in connection with its audit of the Company's
consolidated financial statements as of and for the year ended January 31, 2002
and its limited reviews of the Company's unaudited condensed consolidated
interim financial statements included in the Company's Form 10-Q filings during
the fiscal year were $898,000.

FINANCIAL INFORMATION DESIGN AND IMPLEMENTATION FEES

During the year ended January 31, 2002, PricewaterhouseCoopers rendered no
professional services to the Company in connection with the design and
implementation of financial information systems

ALL OTHER FEES

In addition to the fees described above, aggregate fees of $1,594,000 have been
or will be billed by PricewaterhouseCoopers for services rendered during the
year ended January 31, 2002, primarily for the following professional services:

Audit-related services (a) $1,302,000

Other (b) $ 292,000

(a) Audit related fees include fees for issuance of consents and comfort
letters, audits of the Company's employee benefit plans and the related
financial statements, and reports for 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.

(b) Other fees include fees for consulting, performance of agreed upon
procedures and an Information Technology security study. Approximately $210,000
of the consulting fees relate to services rendered during the previous fiscal
year.

SHAREHOLDER PROPOSALS FOR 2003 ANNUAL MEETING

Any shareholder proposals intended to be presented at the Company's 2003 annual
meeting of shareholders must be received by the Company at the address below on
or before December 27, 2002 for inclusion in the Company's proxy statement and
form of proxy relating to the 2003 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, 2002, 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

METHODS. You may vote in person at the Annual Meeting or by proxy. This year you
have three ways to vote by proxy.

1. Connect to the Website on the internet at http://www.votefast.com;
2. Call 1-800-542-1160; or
3. Sign and date the enclosed proxy and return it in the
accompanying envelope.

Complete instructions for using these convenient services for voting
your proxy are set forth on the proxy card accompanying this proxy statement.
The new internet and telephone services authenticate stockholders by use of a
control number. Please be advised that if you choose to vote via the internet or
the telephone, you do not need to return the proxy card.

RIGHTS. In the event you vote and subsequently change your mind on a matter, you
may revoke your proxy prior to the close of voting at the Annual Meeting. You
have five ways to revoke your proxy:

1. Connect to the Website previously listed by 11:59 p.m. on June
10, 2002;

2. Call the 800 number previously listed by 11:59 p.m. on June
10, 2002;

3. Receipt of a later dated proxy;

4. Receipt by the Forest City Secretary of a written revocation; or

5. Vote in person at the Annual Meeting.

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 30, 2002

- 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 11, 2002 at 2:00 p.m.,
Eastern Standard 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: (01) Michael P. Esposito, Jr. (02) Joan K. Shafran (03) Louis Stokes (04) Stan Ross

(2) The ratification of PricewaterhouseCoopers LLP as independent auditors for the Company for the fiscal year ending
January 31, 2003.

(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.)

----------------------------------------------------
VOTE BY TELEPHONE
----------------------------------------------------

Have your proxy card available when you call the
TOLL-FREE NUMBER 1-800-542-1160 using a touch-tone
telephone. You will be prompted to enter your
Control Number. Please follow the simple prompts
that will be presented to you to record your vote.

----------------------------------------------------
VOTE BY INTERNET
----------------------------------------------------

Have your proxy card available when you access the
website http://www.votefast.com. You will be
prompted to enter your Control Number. Please follow
the simple prompts that will be presented to you to
record your vote.

----------------------------------------------------
VOTE BY MAIL
----------------------------------------------------
Please mark, sign and date your proxy card and
return it in the POSTAGE-PAID ENVELOPE provided or
return it to: Stock Transfer Dept. (FCE), National
City Bank, P.O. Box 92301, Cleveland, OH 44193-0900.

-------------------------------- ------------------------------- -------------------------------
VOTE BY TELEPHONE VOTE BY INTERNET VOTE BY MAIL
Call TOLL-FREE using a Access the WEBSITE and Return your proxy
touch-tone phone: cast your vote: in the POSTAGE-PAID
1-800-542-1160 http://www.votefast.com envelope provided.
-------------------------------- ------------------------------- -------------------------------

VOTE 24 HOURS A DAY, 7 DAYS A WEEK!
YOUR TELEPHONE OR INTERNET VOTE MUST BE RECEIVED BY 11:59 P.M. EASTERN STANDARD TIME
ON MONDAY, JUNE 10, 2002 IN ORDER TO BE COUNTED IN THE FINAL TABULATION.
IF YOU VOTE BY TELEPHONE OR INTERNET, PLEASE DO NOT SEND YOUR PROXY BY MAIL.

=======================================================================================
A YOUR CONTROL NUMBER IS: A
=======================================================================================

- 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: (01) Michael P. Esposito, Jr. (02) Joan K. Shafran
(03) Louis Stokes (04) 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, 2003.

[ ] FOR [ ] AGAINST [ ] ABSTAIN
[ ] CHANGE OF ADDRESS (BELOW)

DATED: , 2002
------------------------------------

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

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.

- 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 11, 2002 at 2:00 p.m.,
Eastern Standard 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: (01) Albert B. Ratner (02) Samuel H. Miller (03) Charles A. Ratner (04) James A. Ratner (05) Jerry V. Jarrett
(06) Ronald A. Ratner (07) Scott S. Cowen (08) Brian J. Ratner (09) Deborah Ratner Salzberg

(2) The ratification of PricewaterhouseCoopers LLP as independent auditors for the Company for the fiscal year ending
January 31, 2003.

(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.)

----------------------------------------------------
VOTE BY TELEPHONE
----------------------------------------------------

----------------------------------------------------
VOTE BY INTERNET
----------------------------------------------------

Have your proxy card available when you access the
website http://www.votefast.com. You will be
prompted to enter your Control Number. Please follo
the simple prompts that will be presented to you to
record your vote.

----------------------------------------------------
VOTE BY MAIL
----------------------------------------------------

Please mark, sign and date your proxy card and
return it in the POSTAGE-PAID ENVELOPE provided or
return it to: Stock Transfer Dept. (FCE), National
City Bank, P.O. Box 92301, Cleveland, OH 44193-0900

=======================================================================================
B YOUR CONTROL NUMBER IS: B
=======================================================================================

- 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 or her
successor shall be elected and qualified.

[ ] 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, 2003.

[ ] FOR [ ] AGAINST [ ] ABSTAIN
[ ] CHANGE OF ADDRESS (BELOW)

DATED: , 2002
------------------------------------

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

---------------------------------------------------
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.