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:

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

(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:

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

FOREST CITY ENTERPRISES, INC.

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 11, 2003

NOTICE IS HEREBY GIVEN that the annual meeting of the shareholders of Forest
City Enterprises, Inc. will be held in the 6th floor Riverview Room of the
Ritz-Carlton Hotel, Tower City Center, 1515 West Third Street, Cleveland, Ohio
44113, on Wednesday, June 11, 2003 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 proposed amendment of the 1994 Stock Option Plan to increase the
number of shares authorized to be issued from 3,375,000 shares to
5,875,000 shares.

(3) The ratification of PricewaterhouseCoopers LLP as independent auditors
for the Company for the fiscal year ending January 31, 2004.

(4) 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, 2003 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 23, 2003

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.

TABLE OF CONTENTS

Page
----

Solicitation and Revocation of Proxies 1
Outstanding Shares and Voting Rights 1
Election of Directors 2
Director Compensation 9
Principal Security Holders 10

Committees of the Board of Directors 12
Independence Determinations 15
Audit Committee Report 15
Compensation Committee Interlocks and Insider Participation 16
Compensation Committee Report 16

Corporate Governance and Nominating Committee Report 17
Executive Compensation 21
Equity Compensation Plan Information 23
Performance Graph 24
Transactions with Affiliated Persons 25
Section 16(a) Beneficial Ownership Reporting/Compliance 25

Proposal to Increase the Number of Shares to be Awarded
Under the 1994 Stock Option Plan 26
Ratification of Independent Auditors 26
Principal Accountant Fees and Services 27
Shareholder Proposals for 2004 Annual Meeting 27
Other Business 28
Cost and Method of Proxy Solicitation 29

EXHIBITS

Exhibit A - 1994 Stock Option Plan, As Amended (As Proposed) 30
Exhibit B - Audit Committee Charter, As Amended 36
Exhibit C - Compensation Committee Charter 45
Exhibit D - Corporate Governance and Nominating Committee Charter 49

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 11, 2003 at 2:00 p.m., local time, in
the 6th floor Riverview Room 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, 2003. 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, 2003, the record date fixed for the determination of
shareholders entitled to vote at the annual meeting, there were outstanding
35,568,788 shares of Class A Common Stock, par value $.33 1/3 per share, and
14,126,592 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, 2004. 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 3, 2003, the Ratner, Miller and Shafran Families, which include members
of the Company's current Board of Directors and certain executive officers
("Family Interests"), owned 74.7% of the Class B Common Stock. RMS, Limited
Partnership ("RMSLP"), which owned 74.4% 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, President - Forest City
Washington, 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 3, 2003, members of the Family Interests collectively owned 23.2% of
the Class A Common Stock. The following table includes the shares of Class B
Common Stock held by RMSLP at March 3, 2003, 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 44.6%
Ronald A. Ratner

Albert Ratner Brian J. Ratner 2,487,956 23.7%
Deborah Ratner Salzberg

Samuel H. Miller Samuel H. Miller 850,803 8.1%

Shafran Joan K. Shafran 1,865,404 17.7%
Joseph Shafran

Ruth Miller Abraham Miller 617,461 5.9%
------------ -----------
Total 10,510,896 100.0%
============ ===========

The following table sets forth the beneficial ownership of shares of Class A and
Class B Common Stock as of March 3, 2003 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 51,366 0.14% 51,366 0.14% - -
Esposito, Jr. (insurance); Retired (1)
Executive Vice President -
Chief Control
Compliance and
Administrative Officer,
The Chase Manhattan
Bank, N.A. (banking),
Director of Annuity &
Life Ltd. (insurance).
Age 63. (c,d,e)

(a) Joan K. Chief Operating Officer, 1997 28,075 0.08% 10,545,721 22.90% 10,517,646 74.43%
Shafran Powell Partners Ltd. (2) (2)(3) (3)
(investments) and
Executive Managing
Partner, The Berimore Co.
(investments).
Age 55.

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 Senior Counsel - 1999 11,369 0.03% 11,369 0.03% - -
Stokes Attorney-at-Law, Squire, (4)
Sanders & Dempsey LLP
since 1999 (law) and
Member of The United
States Congress from 1969
to 1999 (retired). Director of
American Stone (stone).
Age 78. (d,e)

(a) Stan Ross Retired Vice Chairman/Special 1999 6,450 0.02% 6,450 0.02% - -
Consultant of Ernst & Young LLP (5)
(accounting & consulting) and
Chairman of the Board of USC
Lusk Center for Real Estate
(education).
Age 67. (c,d)

(b) Albert B. Co-Chairman of the 1960 962,181 2.71% 966,101 2.72% 3,920 0.03%
Ratner Board of Directors of the (6) (6)(7) (7)
Company since June 1995,
Vice Chairman of the Board
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 75. (f)

(b) Samuel H. Co-Chairman of the 1960 1,501,739 4.23% 12,012,635 26.09% 10,510,896 74.38%
Miller Board of Directors (8) (8)(9) (9)
of the Company since
June 1995, Chairman of the
Board from June 1993 to
June 1995 and Vice Chairman
of the Board, Chief
Operating Officer prior to
June 1993, Treasurer since
December 1992.
Age 81. (f)

(b) Charles A. President of the Company 1972 2,725,467 7.64% 13,236,363 28.66% 10,510,896 74.38%
Ratner since June 1993, Chief (10) (10)(11) (11)
Executive Officer since
June 1995, Chief Operating
Officer from June 1993 to
June 1995 and 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 61. (f)

(b) James A. Executive Vice President 1984 2,869,737 8.06% 2,869,737 8.06% - -
Ratner of the Company since (12) (12)(13) (13)
March 1988.
Age 58. (f)

(b) Jerry V. Retired Chairman 1984 25,950 0.07% 25,950 0.07% - -
Jarrett and Chief (14)
Executive Officer
of Ameritrust
Corporation (banking).
Age 71. (c,d)

(b) Ronald A. Executive Vice President 1985 1,011,599 2.84% 11,522,495 24.98% 10,510,896 74.38%
Ratner of the Company since (15) (15)(16) (16)
March 1988.
Age 56. (f)

(b) Scott S. President, Tulane University 1989 27,600 0.08% 27,600 0.08% - -
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 56. (d,e)

(b) Brian J. Executive Vice President - East 1993 198,323 0.56% 10,709,219 23.23% 10,510,896 74.38%
Ratner Coast Development of the (18) (18)(19) (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 from May
1994 to June 1995.
Age 45. (f)

(b) Deborah Officer of various 1995 40,350 0.11% 10,551,246 22.90% 10,510,896 74.38%
Ratner subsidiaries of the (20) (20)(21) (21)
Salzberg Company.
Age 49. (f)

OTHER NAMED EXECUTIVE OFFICER

Thomas G. Executive Vice 32,101 0.09% 32,875 0.09% 774 0.01%
Smith President of the Company (22)
since October 2000, Senior
Vice President prior to
October 2000, Chief
Financial Officer and
Secretary. Director
of Cleveland Region
Advisory Board, First
Merit Bank (banking).
Age 62. (f,g)

ALL DIRECTORS, NOMINEES AND EXECUTIVE
OFFICERS AS A GROUP (16 in number) 6,927,745 19.21% 17,450,982 37.47% 10,523,237 74.47%
(23) (23)(24) (24)

(1) Includes 17,700 shares that were issuable upon the exercise of stock
options vested at March 3, 2003 or vesting within 60 days thereafter.

(2) Includes 177 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 24,523 shares of Class A Common Stock held in a
trust for which she is trustee and has shared power of voting and
disposition.

(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 10,510,896 shares of Class
B Common Stock reflects her status as a general partner of RMSLP. See
discussion of RMSLP on page 2.

(4) Includes 10,200 shares that were issuable upon the exercise of stock
options vested at March 3, 2003 or vesting within 60 days thereafter.

(5) Represents 6,450 shares that were issuable upon the exercise of stock
options vested at March 3, 2003 or vesting within 60 days thereafter.

(6) Albert B. Ratner has beneficial ownership of 450,839 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.

(7) Does not reflect the following shares that Albert B. Ratner disclaims
beneficial ownership of: 2,370,416 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 1,278,498 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 250,615 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 1,491,867 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 2,063,073 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 36,912
shares held in trusts for which he is trust advisor and has shared power of
voting and disposition with the trustees. Includes 140,400 shares that were
issuable upon the exercise of stock options vested at March 3, 2003 or
vesting within 60 days thereafter.

(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 2,050,969 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 87,750 shares that were
issuable upon the exercise of stock options vested at March 3, 2003 or
vesting within 60 days thereafter.

(13) Does not reflect the following shares that James A. Ratner disclaims
beneficial ownership of: 392 shares of Class B Common Stock owned directly
but held by RMSLP, 2,567,513 shares of Class B Common Stock held in trusts
for which he is trustee and 461,433 shares held in trusts for which he is
trust advisor, of which 2,215,419 shares are held in the Max Ratner Family
Branch of RMSLP, 571,958 shares are held in the Albert Ratner Family Branch
of RMSLP and 241,961 shares are held in the Ruth Miller Family Branch of
RMSLP. See discussion of RMSLP on page 2.

(14) Includes 24,450 shares that were issuable upon the exercise of stock
options vested at March 3, 2003 or vesting within 60 days thereafter.

(15) Ronald A. Ratner has beneficial ownership of 369,204 shares of Class A
Common Stock held in trusts for which he is trustee and has shared power of
voting and disposition. Includes 87,750 shares that were issuable upon the
exercise of stock options vested at March 3, 2003 or vesting within 60 days
thereafter.

(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 24,450 shares that were issuable upon the exercise of stock
options vested at March 3, 2003 or vesting within 60 days thereafter.

(18) Brian J. Ratner has beneficial ownership of 2,450 shares of Class A Common
Stock held in trusts for which he is trustee and has shared power of voting
and disposition. Includes 52,650 shares that were issuable upon the
exercise of stock options vested at March 3, 2003 or vesting within 60 days
thereafter.

(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 9,450 shares of Class A
Common Stock held in trusts for which she is trustee and has shared power
of voting and disposition. Includes 30,900 shares that were issuable upon
the exercise of stock options vested at March 3, 2003 or vesting within 60
days thereafter.

(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 26,765 shares that were issuable upon the exercise of stock
options vested at March 3, 2003 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 523,926 shares that were
issuable upon the exercise of stock options vested at March 3, 2003 or
vesting within 60 days thereafter.

(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 10,510,896 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 one-for-one basis.

(j) This column includes, if any, Class A stock options that were exercisable
on March 3, 2003 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 nonemployee director of the Company receives: (1) an annual retainer of
$25,000, payable quarterly and (2) fees for attending board meetings and board
committee meetings of $1,500 ($1,000 prior to December 2002), committee chairmen
receive $3,000 ($2,000 prior to March 2003 and $1,500 prior to December 2002).
Fees for attending board committee meetings longer than three hours are $3,000
for committee members and $6,000 for committee chairmen. During fiscal 2002,
Messrs. Cowen, Esposito, Jarrett, Ross and Stokes received $11,500, $14,000,
$15,500, $7,000 and $6,000, respectively, for attending or serving as chairman
for board committee meetings. In addition, Mr. Esposito and Ms. Shafran received
$3,000 and $1,500, 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

Unless otherwise indicated, the following table sets forth the security
ownership as of March 3, 2003 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., 5,394,526(1)(5) 15.18% 6,299,624(1)(5) 17.29% 905,098(1)(5) 6.41%
Bruce S. Sherman and Gregg J. Powers
8889 Pelican Bay Boulevard
Suite 500
Naples, FL 34108

Southeastern Asset Management, Inc. 4,481,575(2)(5) 12.61% 4,481,575(2)(5) 12.61% -(2)(5) -
and Longleaf Partners Small-Cap Fund
6410 Poplar Avenue, Suite 900
Memphis, TN 38119

Third Avenue Management, LLC 5,712,136(3)(5) 16.08% 5,749,036(3)(5) 16.16% 36,900(3)(5) 0.26%
622 Third Avenue
New York, NY 10017

Citigroup Inc. and Salomon 1,813,508(4)(5) 5.10% 1,813,508(4)(5) 5.10% -(4)(5) -
Smith Barney Holdings Inc.
399 Park Avenue
New York, NY 10043

Joseph Shafran 24,700(6) 0.07% 10,542,346(6) 22.89% 10,517,646(6) 74.43%
Paran Services Corp.
2720 Van Aken Boulevard
Suite 200
Cleveland, OH 44120

Abraham Miller 37,632(7) 0.11% 10,548,528(7) 22.91% 10,510,896(7) 74.38%
Graffiti
3111 Carnegie Avenue
Cleveland, OH 44115

Ratner, Miller & Shafran Family 8,343,757(8) 23.22% 18,903,348 (8) 40.66% 10,559,591(8) 74.73%
Interests
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 owner of
the 5,394,526 shares of Class A Common Stock and 905,098 shares of Class B
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 beneficial ownership of any of
the securities. SAM has sole voting power over 1,232,500 shares of Class A
Common Stock, dispositive power over 2,209,900 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 766,650
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) Third Avenue Management LLC (TAM) is an investment advisor registered under
Section 203 of the Investment Advisers Act of 1940. TAM has sole power of
voting for 5,285,199 shares and sole power of disposition of 5,712,136
shares of Class A Common Stock. Various other Third Avenue investment
companies registered under the Investment Company Act of 1940 have the
right to receive dividends and sales proceeds from certain of the shares
reported by TAM. Various separately-managed accounts for whom TAM acts as
investment advisor have the right to receive dividends and sales proceeds
from certain of the shares reported by TAM.

(4) Citigroup Inc. (CI) is an investment advisor registered under Section 203
of the Investment Advisers Act of 1940. CI has shared voting and
dispositive power of 1,813,508 shares of Class A Common Stock. CI is the
parent company of Salomon Smith Barney Holdings Inc. (SSBH), who has shared
voting and dispositive power of 1,803,508 shares of Class A Common Stock.

(5) The number of shares of capital stock beneficially owned represent shares
beneficially owned at December 31, 2002 as disclosed in Forms 13F and/or
13G filed by the Principal Security Holder.

(6) Joseph Shafran is the brother of Joan K. Shafran, Director. Mr. Shafran has
beneficial ownership of 177 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 24,523 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 10,510,896 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.

(7) 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 11,885 shares of Class A Common Stock held in trusts for which
he is trustee and has shared power of voting and disposition and 25,747
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.

(8) 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 10,510,896 shares which represents 74.38% of the Class B
Common Stock outstanding at March 3, 2003.

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 one-for-one basis.

COMMITTEES OF THE BOARD OF DIRECTORS

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

The Board's policy is to conduct its specific oversight tasks through
committees, with the objective of freeing the Board as a whole to focus on
strategic oversight and matters which by law or custom require the attention of
the full Board. The Company's Board has established three standing committees,
functioning in the following areas:

- audit and financial reporting;

- management compensation; and

- nominations, corporate governance and succession planning.

In addition, effective December 6, 2002, the independent members of the Board
began meeting in an executive session following each regularly scheduled Board
meeting. Scott S. Cowen serves as presiding director of these sessions.

Each of the committees operates under a written charter approved by the Board
following review and recommendation by the Corporate Governance and Nominating
Committee. The Company's committee charters can be viewed on its website at
www.forestcity.net. Each Board committee is authorized to retain its own outside
advisors. Under the Company's corporate governance guidelines, all members of
its Audit Committee are required to be independent directors. Additionally,
although not required under the New York Stock Exchange rule proposals due to
the Company's "controlled company" status, the Board has determined that all
members of the Company's Compensation Committee and Corporate Governance and
Nominating Committee are also independent. In addition, the Board has
unanimously determined that Mr. Esposito, the chairman of the Audit Committee,
qualifies as an "audit committee financial expert" within the meaning of
applicable laws and regulations.

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

The principal functions of the Board's committees and related information are:

1. AUDIT COMMITTEE. The Company's Audit Committee is composed of three
nonemployee directors: Michael P. Esposito, Jr., the chairman of such
committee, Jerry V. Jarrett and Stan Ross, who replaced Scott S. Cowen in
December 2002. All of the Company's Audit Committee members are financially
literate in accordance with the requirements of Section 303.01(B)(2)(b) of
the NYSE Listed Company Manual. Although not yet required to do so, the
Board has determined that Michael Esposito, Jr., the chairman of the Audit
Committee, qualifies as an "audit committee financial expert" in accordance
with the requirements of Section 407 of the Sarbanes-Oxley Act of 2002 and
the SEC rules implementing that section. The Audit Committee's purpose is
to assist the Board in carrying out its oversight responsibilities relating
to the Company's financial reporting. In this regard, the committee has
been created to (1) monitor and oversee the integrity of the Company's
financial accounting and reporting process, including the integrity of the
Company's system of internal controls and the preparation and issuance of
audit reports of the Company's financial statements; (2) monitor the
Company's compliance with the Code of Legal and Ethical Conduct; (3) retain
the firm of independent accountants to be recommended to the board of
directors for shareholder ratification, approve the fee structure and the
scope of the annual audit and review the results of the annual audit; (4)
review and evaluate the qualifications and independence of the Company's
independent auditor; (5) monitor the performance of the Company's internal
audit function including review of reports of significant audits performed
by the Company's internal auditors; (6) review and approve Audit Committee
reports required for the proxy statement relating to the Company's annual
meeting of shareholders in accordance with federal securities laws; (7)
monitor other legal and regulatory requirements, as needed; and (8) review
the adequacy of internal controls and consult 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. In addition, the Audit Committee has established a policy for
"Employee Complaint Procedures for Accounting and Auditing Matters," which
establish procedures for the receipt, retention and treatment of complaints

regarding accounting, internal accounting controls, or auditing matters and
the confidential, anonymous submission by employees of concerns regarding
questionable accounting or auditing matters. Shareholders of the Company
will be given the opportunity to ratify the appointment of the Company's
independent accountants at its 2003 Annual Meeting. Although this
ratification is not required by law, the Board believes that shareholders
should be given an opportunity to express their views on the subject.

The Audit Committee met five times last year.

A copy of the Audit Committee Report is included in this proxy statement
(pages 15 to 16). The Audit Committee Charter is also included as Exhibit B
to this proxy statement.

2. COMPENSATION COMMITTEE. The Company's Compensation Committee is composed of
five nonemployee, independent directors: Jerry V. Jarrett, the chairman of
such committee, Scott S. Cowen, Michael P. Esposito, Jr., Stan Ross and
Louis Stokes. The Compensation Committee's purpose is to assist the Board
in carrying out its oversight responsibilities relating to compensation
matters, to review and approve a report on executive compensation for
inclusion in the Company's annual proxy statement and to serve as the Board
committee authorized to administer and approve awards under the Company's
equity and other compensation plans. The committee also evaluates the
performance of the Chief Executive Officer using procedures prescribed by
the Corporate Governance and Nominating Committee.

The Compensation Committee met three times last year.

A copy of the Compensation Committee Report is included in this proxy
statement (pages 16 to 17). The Compensation Committee Charter is also
included as Exhibit C to this proxy statement.

3. CORPORATE GOVERNANCE AND NOMINATING COMMITTEE. The Company's Corporate
Governance and Nominating Committee is composed of three nonemployee,
independent directors: Scott S. Cowen, the chairman of such committee,
Michael P. Esposito, Jr. and Louis Stokes (as well as Jerry V. Jarrett
through September 5, 2002). The Corporate Governance and Nominating
Committee's purpose is to assist the Board in carrying out its oversight
responsibilities relating to corporate governance matters, including in
respect of the composition of the Board. As part of its responsibilities,
the committee considers and makes recommendations to the full Board with
respect to the following matters:

- identifying individuals qualified to become Board members and the
director nominees for the next annual meeting of shareholders;

- director nominees for each committee;

- matters of organizational and governance structure of the Company,
including developing and recommending to the Board the Corporate
Governance Guidelines applicable to the Company;

- the Company's Code of Legal and Ethical Conduct;

- the Board's annual review of its performance;

- appropriate procedures for the succession planning for senior officer
executive positions; and

- appropriate procedures to evaluate the performance of the Chief Executive
Officer.

The Corporate Governance and Nominating Committee met two times last year.

A copy of the Corporate Governance and Nominating Committee Report is included
in this proxy statement (pages 17 to 20). The Corporate Governance and
Nominating Committee Charter is also included as Exhibit D to this proxy
statement.

INDEPENDENCE DETERMINATIONS

The Board has unanimously determined that Messrs. Cowen, Esposito, Jarrett, Ross
and Stokes are neither affiliated persons of the Company nor do they have any
material relationship with the Company (other than their role as director of the
Company) and, therefore, qualify as independent directors within the meaning of
all applicable laws and regulations, including the currently proposed enhanced
independence standards for the New York Stock Exchange. In addition, all members
of all committees, including the Audit Committee, qualify as independent within
the meaning of all applicable laws and regulations, including currently proposed
enhanced independence standards of the New York Stock Exchange. In making these
determinations, the Board considered any relationship existing between the
Company and each director, including each director's professional affiliations
and charitable contributions made to director affiliated organizations.

AUDIT COMMITTEE REPORT

THIS REPORT, TOGETHER WITH THE COMPENSATION COMMITTEE REPORT, THE CORPORATE
GOVERNANCE AND NOMINATING COMMITTEE REPORT AND PERFORMANCE GRAPH ON PAGE 24,
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 an amended Audit
Committee Charter on March 12, 2003, attached as Exhibit B 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
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, 2003. 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 tax consulting, 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 year ended January
31, 2003, filed with the Securities and Exchange Commission.

Michael P. Esposito, Jr., Chairman Jerry V. Jarrett Stan Ross

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The Compensation Committee of the Board of Directors consists entirely of
nonemployee, independent 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 Compensation
Committee's Charter is attached as Exhibit C to this proxy statement.

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 on Form 10-K for the year ended January 31, 2003, 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 over time.

The Compensation Committee recommends, 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, including,
without limitation, the administration of the Company's equity incentive plans.
The Committee 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 3, 2002. The Agreement provides for
an annual salary of $450,000. The contract was initially for a one-year term and
is renewed for additional one-year terms unless otherwise terminated. In
reviewing the Chief Executive Officer's compensation, the Compensation Committee
believes one of the most important indicators of performance on his part is his
ability to understand and react to changing conditions affecting the Company's
industry and to adjust strategic directions and tactical plans to be responsive,
improving shareholder value over time and development of management succession
plans.

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

Stan Ross Louis Stokes

CORPORATE GOVERNANCE AND NOMINATING COMMITTEE REPORT

Forest City Enterprises, Inc. is managed by the Company's senior management
under the direction of its Board of Directors. The Board operates within a
comprehensive plan of corporate governance and has adopted, and periodically
reviews, policies and procedures to guide it in the discharge of its oversight
responsibilities. They are summarized in this section. Copies of the Corporate
Governance guidelines adopted by the Company's Board, its directorate committee
charters, its code of legal and ethical conduct and other relevant information
are set forth or explained in greater detail on the Company's website
www.forestcity.net.

The Company regularly reviews its corporate governance policies and practices
and, like many other public companies, are specially reviewing them in light of
recently enacted and proposed legal and stock exchange requirements. Over the
course of the past year, the Board has compared the Company's corporate
governance policies and practices to those suggested by various groups or
authorities active in corporate governance, as well as the requirements of the
Sarbanes-Oxley Act of 2002 and proposed new listing standards of the New York
Stock Exchange. This review specifically focused on the following areas of
corporate governance:

- The Company's corporate governance guidelines in general.

- The Company's current Board's composition and compensation.

- The Company's Board and committee operation and committee charters.

- Certain procedures relating to the Company's Code of Legal and Ethical
Conduct.

The Company expects to adopt further changes in the future that the Board
believes are the best corporate governance policies and practices for it. In all
events, the Company will adopt, on a timely basis, changes appropriate to comply
with the Sarbanes-Oxley Act of 2002 and any new requirements of the Securities
and Exchange Commission and the New York Stock Exchange.

CORPORATE GOVERNANCE GUIDELINES

Upon the advice and recommendation of the Company's Corporate Governance and
Nominating Committee, the Board adopted the Company's Corporate Governance
Guidelines. The Company's Corporate Governance Guidelines, among other things,
provide for Audit, Compensation and Corporate Governance and Nominating
Committees; all members of the Audit Committee to be independent directors;
regular sessions of independent directors; an annual self-assessment process for
the Board and its committees; succession planning; and new director orientation
and continuing director education. These guidelines largely document practices
and principles already in place at the Board level.

BOARD COMPOSITION

The Company's Board currently consists of five independent members and eight
members of the Ratner, Miller and Shafran families, including the Company's
President and Chief Executive Officer and three executive vice presidents.
Biographical information and information about the Board committees on which the
Company's directors serve is set forth in "Election of Directors" on pages 2 to
9 of this proxy statement. None of the Company's independent directors have
received any compensation from the Company, other than for his or her service as
a director, or is associated with a firm that does business with the Company,
with two exceptions of which the Corporate Governance and Nominating Committee
reviewed and concluded such affiliations are immaterial and do not compromise
the directors' independence. Accordingly, all of these directors are independent
under existing and proposed SEC and New York Stock Exchange requirements, as
well as the Company's own Corporate Governance Guidelines. Under the Company's
Corporate Governance Guidelines, the Board determines whether a director has a
relationship to the Company or its management that would interfere with such
director's exercise of independent judgment.

The functions of the Board chairmen and Chief Executive Officer of the Company
are presently separated. The Company's Corporate Governance Guidelines require
that the independent directors regularly meet without the inside directors and
management present for a portion of their meetings. The Board has selected Scott
S. Cowen, presiding director and chairman of the Corporate Governance and
Nominating Committee, to preside over the executive sessions of the independent
directors of the Board. The Company has established procedures to permit
confidential and anonymous (if desired) submissions to the presiding director of
concerns regarding the Company. Interested parties may make their concerns about
the Company known to the independent directors by directly contacting Scott S.
Cowen, the presiding director, by mailing a statement of concerns to the Company
marked "Confidential".

Such correspondence should be addressed as follows:

Mr. Scott S. Cowen, Presiding Director
c/o General Counsel
"Confidential"
Forest City Enterprises, Inc.
Terminal Tower
50 Public Square, Suite 1160
Cleveland, Ohio 44113

CODE OF LEGAL AND ETHICAL CONDUCT

The Company requires that all employees adhere to its Code of Legal and Ethical
Conduct in addressing the legal and ethical issues encountered in conducting
their work. The Code of Legal and Ethical Conduct is currently being implemented
and requires, among other things, that the Company's employees avoid conflicts
of interest, comply with all laws and other legal requirements and otherwise act
with integrity. The Company requires all management employees to acknowledge
receipt and compliance with the Code of Legal and Ethical Conduct, and those
with supervisory duties are also required to acknowledge their responsibility
for both informing and monitoring compliance with the Code of Legal and Ethical
Conduct on the part of employees under their supervision.

The Sarbanes-Oxley Act of 2002 will require companies to have procedures to
receive, retain and treat complaints received regarding accounting, internal
accounting controls or auditing matters and to allow for the confidential and
anonymous submission by employees of concerns regarding questionable accounting
or auditing matters. In anticipation of this requirement, the Company's Audit
Committee has adopted a policy statement entitled "Employee Complaint Procedures
for Accounting and Auditing Matters" establishing those procedures, which the
Company is currently implementing.

DISCLOSURE COMMITTEE

The Company's chief executive officer and chief financial officer have created
the Disclosure Committee and adopted a charter to assure that information
required to be disclosed by the Company in the reports that it files or submits
under the Securities Exchange Act of 1934 is properly recorded, processed,
summarized and reported to senior management of the Company as appropriate to
allow timely decisions regarding required disclosure and certification. The
Committee will also evaluate the adequacy of the Company's disclosure controls
and procedures with respect to its periodic reports and quarterly earnings
releases.

The corporate controller and general counsel of the Company serve as co-chairmen
of this committee. Other members of the committee include the chief executive
officer, chief financial officer, director of accounting standards and SEC
reporting and the chief executive and chief financial officers of the strategic
business units.

Each quarter, the committee will review and evaluate the effectiveness of the
Company's procedures for recording, processing, summarizing and reporting of
information required to be disclosed by the Company in its Securities Exchange
Act of 1934 filings. As part of this review and evaluation, the committee will
assess the effectiveness of the Company's internal control structure and
procedures for financial reporting.

OTHER INFORMATION

As indicated above, copies of corporate governance guidelines, Code of Legal and
Ethical Conduct and board committee charters, as well as other information and
documents, are posted on the Company's website at www.forestcity.net. References
to the Company's website are for your convenience; however, the information
contained on the Company's website are not incorporated into this proxy
statement or any other report it files with the SEC.

If you prefer, the Company will send you copies of any of these materials upon
written request.

Written requests should be directed to:

Geralyn M. Presti
General Counsel
Forest City Enterprises, Inc.
Terminal Tower
50 Public Square, Suite 1160
Cleveland, Ohio 44113
geripresti@forestcity.net

Scott S. Cowen, Chairman Michael P. Esposito, Jr. Louis Stokes

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, 2002 $448,077 $200,000 - $ - $111,492
President and Chief 2001 400,000 200,000 43,200 - 119,641
Executive Officer 2000 399,979 250,000 - 457,043 125,419

Albert B. Ratner, Co-Chairman 2002 475,000 150,000 - - 73,802
of the Board of Directors 2001 475,000 150,000 - - 85,044
2000 474,986 - - - 97,348

Samuel H. Miller, Co-Chairman 2002 425,000 150,000 - - 11,618
of the Board of Directors 2001 425,000 150,000 - - 11,618
and Treasurer 2000 424,986 - - - 11,618

Thomas G. Smith, 2002 364,039 260,000 - - 51,792
Executive Vice President, 2001 340,000 182,240 21,600 - 51,792
Chief Financial Officer 2000 339,447 206,250 - 400,625 51,792
and Secretary

James A. Ratner, 2002 398,077 175,000 - - 8,516
Executive Vice President 2001 350,000 175,000 27,000 - 8,516
2000 349,505 203,125 - 397,231 8,516

Ronald A. Ratner, 2002 398,077 175,000 - - 8,516
Executive Vice President 2001 350,000 231,875 27,000 - 8,276
2000 349,505 203,125 - 397,231 8,276

Amounts reported as "All Other Compensation" in 2002 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, $516; (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, $29,060; 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, $70,640; and Albert B. Ratner, $62,184.

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 3, 2002, providing for annual salaries of $400,000
each. These agreements are renewable annually.

The employment agreements for Albert B. Ratner, Samuel H. Miller, Charles A.
Ratner, James A. Ratner and Ronald A. Ratner provide that upon the death of such
officer, their beneficiary will receive an annual death benefit for five years
equal to their annual salary at time of death. A similar death benefit is
provided to Thomas G. 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
2002. In March 2003, the Company granted 118,800 stock options to the named
executive officers as a group.

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

The following Table shows stock options exercised during fiscal 2002 by the
named executive officers and the value of their unexercised stock options to
purchase Class A Common Stock held at January 31, 2003.

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 - $ - 108,000/64,800 $2,023,207/$593,287
Albert B. Ratner - - - -
Samuel H. Miller - - - -
Thomas G. Smith 14,385 348,635 15,741/32,399 271,468/ 296,625
James A. Ratner - - 67,500/40,500 1,264,505/ 370,804
Ronald A. Ratner - - 67,500/40,500 1,264,505/ 370,804

The last closing price of the Company's Class A Common Stock for the fiscal year
ended January 31, 2003 was $33.15 per share.

EQUITY COMPENSATION PLAN INFORMATION

The information presented in the following table is as of January 31, 2003.

(a) (b) (c)
- ---------------------------------------------------------------------------------------------------
Number of securities Weighted-average Number of securities remaining
to be issued upon exercise price available for future issuance
exercise of of outstanding under equity compensation
outstanding options, options, warrants plans (excluding securities
Plan category warrants and rights and rights reflected in column (a))
- ---------------------------------------------------------------------------------------------------

Equity compensation
plan approved by
security holders (1) 1,659,008 $ 20.30 1,107,806
- ---------------------------------------------------------------------------------------------------
Equity compensation
plan not approved by
security holders (2) 2,328 - 14,495
- ---------------------------------------------------------------------------------------------------
Total 1,661,336 1,122,301
- ---------------------------------------------------------------------------------------------------

(1) The Company's 1994 Stock Option Plan was approved by the shareholders in
1994. The Plan is administered by the Compensation Committee of the Board of
Directors. Under the Plan, the Company may award Class A stock options to key
employees and nonemployee members of the Board of Directors in the form of
incentive stock options or nonqualified stock options. The maximum number of
shares that may be awarded under the Plan is currently 3,375,000. A proposed
amendment to increase the maximum to 5,875,000 is included in this proxy
statement. The maximum award to an individual during any calendar year is
112,500. Anti-dilution provisions in the Plan adjust the share maximums,
outstanding awarded options and related exercise prices for stock splits or
stock dividends. Each option grant has a maximum term of 10 years. Vesting
schedules are determined by the Compensation Committee for each award and under
no circumstances can vesting occur during the first year following the option
grant. The exercise price of all options must equal the fair market value of the
stock on the date of grant.

(2) In 2000, the Board of Directors approved an amendment to the DEFERRED
COMPENSATION PLAN FOR NONEMPLOYEE DIRECTORS to add a company stock investment
option. This Plan permits nonemployee members of the Board of Directors to defer
50% or 100% of their retainer by making annual elections to participate.
Directors electing to participate select either a cash investment option or
stock investment option for fees deferred during the year. Fees deferred to the
stock investment option are deemed to be invested in the Company's Class A
Common Stock (phantom shares). Dividends earned on these phantom shares are
deemed to be reinvested in more phantom shares. After the participant ceases to
be a director of the Company, the phantom shares accumulated in the
participant's account will be paid out in shares of Class A Common Stock.

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, 1998 and the subsequent
change in market prices of the securities at each respective fiscal year end. It
also assumes that dividends were reinvested quarterly.

[LINE GRAPH]

Jan-98 Jan-99 Jan-00 Jan-01 Jan-02 Jan-03
- ---------------------------------------------------------------------------------------------------------------------

Forest City Enterprises, Inc. - Class A $ 100 $ 95 $ 99 $ 158 $ 229 $ 192
- ---------------------------------------------------------------------------------------------------------------------
Forest City Enterprises, Inc. - Class B $ 100 $ 95 $ 114 $ 159 $ 227 $ 193
- ---------------------------------------------------------------------------------------------------------------------
S&P 500 $ 100 $ 132 $ 146 $ 145 $ 121 $ 94
- ---------------------------------------------------------------------------------------------------------------------
Dow Jones US Real Estate Index $ 100 $ 77 $ 75 $ 96 $ 106 $ 106
- ---------------------------------------------------------------------------------------------------------------------

TRANSACTIONS WITH AFFILIATED PERSONS

The Company paid approximately $205,000 as total compensation during 2002 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 (President - Forest City Washington, 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 four
percent of all tenant rentals, plus a lease fee of two percent through three
percent. 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 Audit 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.

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 2002, all filing
requirements were met except that Mr. Esposito filed a Form 4 reporting the
acquisition of phantom stock units that should have been reported on a fiscal
year 2001 Form 5 and a late Form 4 to report the acquisition of phantom stock
units in 2002. Mr. Ross filed a Form 5 for fiscal year 2002 to report
acquisition of phantom stock units that were required to be reported on a fiscal
year 2001 Form 5.

PROPOSAL TO INCREASE THE NUMBER OF SHARES TO BE AWARDED UNDER THE 1994 STOCK
OPTION PLAN, AS AMENDED

The 1994 Stock Option Plan, As Amended, currently provides that the aggregate
number of shares of the Company's Class A Common Stock that may be awarded as
stock options during the term of this plan may not exceed 1,125,000 authorized
but unissued shares or shares held by the Company in its Treasury, subject to
certain adjustments described in the Plan (the "Award Shares"). The July 16,
1998 two-for-one stock split and the November 14, 2001 three-for-two stock split
resulted in the adjustment of the number of Award Shares to 3,375,000. Total
options granted under this Plan, net of forfeitures, as of April 15, 2003 were
2,920,994, including 653,800 options granted in March 2003. Shares available for
award under the Plan as of April 15, 2003 total 454,006. The last reported sale
price for Class A Common Stock on April 17, 2003 was $35.08.

The Board of Directors has recommended the adoption of an amendment to increase
the number of Award Shares by 2,500,000, thereby allowing for a total of
5,875,000 shares to be awarded as stock options during the term of the Plan. To
reflect this change, the 1994 Stock Option Plan, As Amended, is presented in
Exhibit A of this Proxy Statement and has been modified from its original form
for the above proposed increase to the aggregate maximum number of shares and
adjustments resulting from stock splits. No other changes have been made.

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 approval of
the proposed amendment to the 1994 Stock Option Plan, As Amended. 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 and that such vote will
be sufficient to approve such proposal.

RATIFICATION OF INDEPENDENT AUDITORS

The Audit Committee has retained and 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, 2004.

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.

required for the ratification of PricewaterhouseCoopers LLP as the Company's
independent auditors for the year ended January 31, 2004. 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.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The aggregate fees billed (or expected to be billed) the Company for
professional services rendered by PricewaterhouseCoopers LLP for the years ended
January 31, 2003 and 2002, are as follows:

Year Ended Year Ended
January 31, 2003 January 31, 2002
- ---------------------------------------------------------

Audit fees $1,134,990 $1,068,523
Audit-related fees 978,901 1,201,734
Tax fees 488,870 23,145
All other fees 53,075 222,129
---------- ----------
Total $2,655,836 $2,515,531
========== ==========

Audit fees. Professional services relating to the audits of the Company's annual
consolidated financial statements, the reviews of quarterly filings with the
SEC, issuance of comfort letters, consents and income tax provision procedures.

Audit-related fees. Audit and other assurance services relating to individual
real estate properties that are required primarily under loan or partnership
agreements, employee benefit plan audits and an information technology security
review. There were no fees for services relating to financial information design
and implementation.

Tax fees. Professional services for the year ended January 31, 2003 relate
primarily to a study regarding the deductibility of certain development costs
for tax purposes.

All other fees. Employee benefit plan advisory services for the year ended
January 31, 2003, and construction claims support services for the year ended
January 31, 2002.

SHAREHOLDER PROPOSALS FOR 2004 ANNUAL MEETING

Any shareholder proposals intended to be presented at the Company's 2004 annual
meeting of shareholders must be received by the Company at the address below on
or before December 23, 2003 for inclusion in the Company's proxy statement and
form of proxy relating to the 2004 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 10, 2003, 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
tomkmiecik@forestcity.net

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 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,
2003;

2. Call the 800 number previously listed by 11:59 p.m. on June 10,
2003;

3. Receipt of a later dated proxy;

4. Receipt by the 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 23, 2003

EXHIBIT A

FOREST CITY ENTERPRISES, INC.
1994 STOCK OPTION PLAN, AS AMENDED
(AS PROPOSED, SEE PAGE 26)

1. PURPOSE

The purpose of the 1994 Stock Option Plan (the "Plan") shall be to enhance
the retention and motivation of key employees including officers,
executives and other employees who are members of the Company's management
team and who, in the judgement of the Committee, can contribute materially
to the Company's success by awarding these key employees the opportunity to
receive stock options to purchase shares of the Company's Class A common
stock. The Plan is also intended to foster within these key employees an
identification with ownership and shareholder interests.

2. DEFINITIONS

Unless the context of the applicable section clearly indicates otherwise,
the terms below, when used within the Plan, shall have the meaning set
forth in this Section 2.

A. BENEFICIARY means the person or persons designated in writing by the
Grantee or, in the absence of such a designation or if the designated
person or persons predecease the Grantee, the Grantee's beneficiary
shall be the person or persons who acquire the right to exercise an
option by bequest or inheritance.

B. BOARD OF DIRECTORS or BOARD means the Board of Directors of the
Company.

C. CODE means the Internal Revenue Code of 1986, as amended from time to
time.

D. COMPANY means Forest City Enterprises, Inc.

E. COMPENSATION COMMITTEE or COMMITTEE means the Compensation Committee of
the Board of Directors.

F. DISABILITY means a disability as defined in the Company's Long Term
Disability Plan, as amended from time to time.

G. GRANTEE means an executive or management team member to whom an Option
has been granted under the Plan.

H. INCENTIVE STOCK OPTIONS means options to purchase shares of stock
within the meaning of Section 422(b) of the Code.

I. NONQUALIFIED STOCK OPTIONS means options which do not qualify as
Incentive Stock Options within the meaning of Section 422(b) of the
Code.

J. OPTION means an option to purchase a share or shares of the Company's
par value common stock.

K. PLAN means the 1994 Stock Option Plan.

L. RETIREMENT means retirement pursuant to the Company's retirement
policies.

M. SHARES means shares of the Company's par Class A common stock.

N. "SUBSIDIARY" and "SUBSIDIARIES" mean a corporation or corporations of
which outstanding shares representing 50% or more of the combined
voting power of such corporation or corporations are owned directly or
indirectly by the Company.

O. TERM OF EXERCISE means the time period during which a particular Option
may be exercised in accordance with Section 6(G) of this Plan.

P. Wherever used herein, unless indicated otherwise, words in the
masculine form shall be deemed to refer to females as well as to males.

3. ADMINISTRATION

A. COMPENSATION COMMITTEE

The Plan shall be administered by the Compensation Committee of the
Board of Directors. No member of the Compensation Committee may
exercise descretion with respect to, or participate in, the
administration of the Plan if, at any time during the twelve month
period prior to such exercise or participation, he or she has been
granted or awarded stock, restricted stock, stock options, stock
appreciation rights, or any other derivative security of the Company,
except as permitted in Rule 16b-3 of the Securities and Exchange Act of
1934, or any successor rule or regulation.

B. DETERMINATIONS

Within the limits of the provisions of the Plan, the Committee shall
have the plenary authority to determine (i) the key employees to whom
awards hereunder shall be granted, (ii) the number of shares subject to
each option; provided that, if the award is an incentive stock option,
the aggregate fair market value of the shares (as determined at the
time the option is granted) which become exercisable in any calendar
year for any employee shall not exceed $100,000, (iii) the form
(incentive stock options or nonqualified stock options) and amount of
each award granted, (iv) the provisions of each Option Agreement, and
(v) the limitations, restrictions and conditions applicable to any such
award. In making such awards the Committee shall take into
consideration the performance of each eligible employee. The
determinations of the Committee on all matters regarding the Plan shall
be final and conclusive.

C. INTERPRETATION

Subject to the provisions of the Plan, the Committee may interpret the
Plan, and prescribe, amend and rescind rules and regulations relating
to it. The interpretation of any provision of the Plan by the Committee
shall be final and conclusive.

4. ELIGIBILITY

Stock options may be granted under the Plan to key employees of the
Company, as determined by the Committee, based upon the Committee's
evaluation of employees' duties and their overall performance including
current and potential contributions to the Company's success. Generally,
this group of eligible key employees includes officers, senior executives,
directors who are also employees, and any other members of the Company's
management team deemed appropriate by the Committee. All determinations by
the Committee as to the identity of persons eligible to be granted awards
hereunder shall be conclusive.

5. SHARE AWARDS UNDER THE PLAN

A. FORM

Awards under the Plan shall be granted in the form of incentive stock
options or nonqualified stock options as herein defined in Section 2.

B. SHARES SUBJECT TO THE PLAN

The aggregate number of shares that may be awarded as stock options
during the term of the plan may not exceed 5,875,000 authorized but
unissued shares or shares held by the Company in its Treasury, subject
to adjustments described in section 9-A. The aggregate number of shares
which may be awarded to an individual participant during the term of
the plan is 112,500 shares, subject to adjustments described in section
9-A. If any stock option granted under the Plan shall terminate, expire
or, with the consent of the grantee, be canceled as to any shares, such
shares shall again be available for grant under the plan.

6. TERMS AND CONDITIONS OF AWARDS

Stock options granted under the Plan shall be in such form and upon such
terms and conditions as the Committee shall determine from time to time,
subject to the following:

A. STOCK OPTION AGREEMENT

Each stock option granted under the Plan shall be evidenced by an
agreement between the Company and the Grantee, in a form approved by
the Committee, which has been executed and delivered. Appropriate
officers of the Company are hereby authorized to execute and deliver
these agreements in the name of the Company as directed from time to
time by the Committee.

B. EXERCISE PRICE FOR STOCK OPTIONS

(1) With respect to any non-qualified stock options the exercise price
to be paid by the Grantee to the Company for each share shall be at
least equal to the fair market value of a share on the date the option
is granted.

(2) With respect to any incentive stock option awarded to a Grantee
who, on the date of the grant, owns ten percent or less of the total
combined voting power of all classes of stock of the Company, the
exercise price to be paid by the Grantee to the Company for each share
shall be at least equal to the fair market value of a share on the date
the option is granted.

(3) With respect to any incentive stock option awarded to a Grantee
who, on the date of the grant, owns actually or constructively more
than ten percent of the total combined voting power of all classes of
stock of the Company, the exercise price to be paid by the Grantee to
the Company for each share shall be not be less than 110% of the fair
market value of a share on the date the incentive stock option award is
granted. At no time may an option be granted under the plan if the
option price per share is less than the par value of the stock.

C. EXERCISE

Stock options shall be exercisable subject to provisions of this Plan
and any other conditions as determined by the Committee, and shall be
evidenced by a written Option Agreement between the key employee and
the Company as provided in Section 6(A) of this Plan.

D. PAYMENT

At the time that a stock option granted under the Plan, or any part
thereof, is exercised, payment for the stock issuable thereupon shall
be made in full in cash, money order, certified check, cashier's check,
or in shares of stock currently owned by the key employee which have
satisfied any required holding period and are valued at the fair market
value of the shares on the date of exercise. As soon as reasonably
possible following such exercise of a stock option, a certificate
representing the shares of stock purchased, registered in the name of
the key employee (Grantee), shall be delivered to same.

E. CASHLESS EXERCISE

Options may be exercised in whole or in part upon delivery to the
Secretary of the Company of an irrevocable written notice of exercise.
The date on which such notice is received by the Secretary shall be the
date of exercise of the option, provided that within five business days
of the delivery of such notice the funds to pay for exercise of the
option are delivered to the Company by a broker acting on behalf of the
optionee either in connection with the sale of the shares underlying
the option or in connection with the making of a margin loan to the
optionee to enable payment of the exercise price of the option. In
connection with the foregoing, the Company will provide a copy of the
notice of exercise of the option to the aforesaid broker upon receipt
by the Secretary of such notice and will deliver to such broker, within
five

business days of the delivery of such notice to the Company, a
certificate or certificates (as requested by the broker) representing
the number of shares underlying the option that have been sold by such
broker for the optionee.

F. TERM OF EXERCISE

The term during which each stock option granted under the Plan may be
exercised shall be as provided within the fully executed and delivered
Option Agreement. In no event shall the term during which an option may
be exercised exceed ten years from the date upon which such option was
granted or, if the grantee on the date of grant owns more than 10% of
the total combined voting power of all classes of stock of the Company
and receives an Incentive Stock Option, five years from the date on
which such Incentive Stock Option was granted.

G. STOCK OPTION VESTING

No stock options awarded under the Plan may be exercised during the
first year following the grant.

H. FAIR MARKET VALUE

Fair Market Value shall be determined by the price per share at the
close of business on the date on which the stock option grant is
awarded or, if the grant date is not a regular business day, by the
price per share on the next regular business day following the date of
the grant.

7. DURATION

With respect to any stock option awarded to a Grantee, such award shall be
granted within a period of 10 years from the date on which the Plan is
adopted or the date on which the Plan is approved by shareholders,
whichever is earlier. The Plan shall remain in effect thereafter until all
stock options awarded under the Plan have been exercised, surrendered or
expired.

8. EXERCISE IN THE EVENT OF DEATH OR OTHER TERMINATION OF EMPLOYMENT

A. DEATH

If a Grantee shall die while an employee of the Company or during a
period of disability, the option can be exercised by his legal
representative at any time during his original term.

B. DISABILITY

If a Grantee's employment by the Company shall terminate because of
Disability, he may exercise his options to the extent that he was
entitled to do so on the date of his termination of employment, at any
time, but not later than the expiration date specified in the Option
Agreement by which such award was granted.

C. RETIREMENT

If a Grantee's employment shall terminate (i) by reason of his
retirement in accordance with the Company's retirement plan or (ii)
with the consent of the Committee, his right to exercise shall
terminate and be forfeited on the expiration date specified in the
Option Agreement by which such award was granted, or three months after
termination of employment, whichever date is earlier.

D. OTHER

If a Grantee's employment shall terminate for any reason other than
death, disability or retirement as provided in Sections 8(A) through
8(C) of the Plan herein, all rights to exercise his option shall
terminate and be forfeited on the date of such termination of
employment.

9. MISCELLANEOUS

A. ADJUSTMENTS IN THE EVENT OF CHANGE IN COMMON STOCK

In the event of any change in the common stock of the Company by reason
of a stock dividend, recapitalization, reorganization, merger,
consolidation, combination, split up, or exchange of shares,

or of any similar change affecting the common stock, the number and
kind of shares which thereafter may be awarded under the Plan and the
number and kind of shares subject to option in outstanding agreements,
and the option purchase price per share thereof shall be appropriately
adjusted consistent with such change in such manner as the Committee
may deem equitable to prevent substantial dilution or enlargement of
the rights granted to, or available for, eligible key employees.

B. NON-TRANSFERABILITY AND NON-ASSIGNABILITY

No option granted under the Plan shall be transferable by an employee
otherwise than by will or the laws of descent and distribution or
pursuant to a qualified domestic relations order as defined by the Code
or Title I of the Employee Retirement Income Security Act, or the rules
thereunder. An option may be exercised only by the optionee or grantee
thereof or his guardian or legal representative; provided that
Incentive Stock Options may be exercised by such guardian or legal
representative only if permitted by the Code and any regulations
promulgated thereunder.

C. INVESTMENT REPRESENTATION

Each stock option agreement may provide that, upon demand by the
Committee, the Grantee shall deliver to the Committee at the time of
exercise of an option or portion thereof, a written representation that
the shares to be acquired upon such exercise are to be acquired for
investment and not for resale or with a view to the distribution
thereof.

D. RIGHTS AS A SHAREHOLDER

Any eligible key employee who receives a stock option under the Plan
shall have no rights to the underlying shares until the date of the
issuance of a stock certificate to him, and only after such shares are
fully paid. No adjustment will be made for dividends or other rights
for which the record date is prior to the date such stock certificate
is issued.

E. NO OBLIGATION TO EXERCISE

The granting of a stock option under the Plan shall impose no
obligation upon an eligible key employee to exercise such option.

F. INCENTIVE STOCK OPTIONS

Each option agreement which provides for the grant of an incentive
stock option to an eligible key employee shall contain such terms and
provisions as the Committee may determine to be necessary or desirable
in order to qualify such option as an incentive stock option within the
meaning of Section 422(b) of the Internal Revenue Code of 1986, as
amended from time to time.

G. APPLICATION OF PROCEEDS

The proceeds received by the Company from the sale of common stock
under the Plan shall be used for general corporate purposes.

H. WITHHOLDING TAXES

Upon the issuance of any stock pursuant to the exercise of a stock
option, the Company shall have the right to require the Grantee to
remit to the Company an amount payable in cash, money order, certified
check or cashier's check that is sufficient to satisfy all federal,
state and local withholding tax requirements prior to the delivery of
any certificate(s) for shares of common stock.

The Committee, in its sole discretion, may permit the Grantee to pay
such taxes through the withholding of shares otherwise deliverable to
such Grantee in connection with such exercise or the delivery to the
Company of shares otherwise acquired by the Grantee.

I. RIGHT TO TERMINATE EMPLOYMENT

Nothing in the Plan or any agreement entered into pursuant to the Plan
shall confer upon any key employee the right to continue in the
employment of the Company or affect any right which the Company has to
terminate any key employee.

J. GOVERNING LAW

The Plan shall be construed and its provisions enforced and
administered in accordance with the laws of Ohio, except to the extent
that such laws may be superseded by any federal laws.

K. AWARDS NOT TREATED AS COMPENSATION UNDER BENEFIT PLANS

No awards under the Plan shall be considered as compensation under any
employee benefit plan of the Company, except as specifically provided
in any such plan or as otherwise determined by the Board of Directors.

L. EFFECT OF MERGER OR OTHER REORGANIZATION

In the event of any merger, consolidation or other reorganization of
which the Company is not the surviving or continuing corporation, all
options that were granted hereunder and that are outstanding on the
date of such event shall be assumed by the surviving or continuing
corporation.

M. ELIMINATION OF FRACTIONAL SHARES

If, under any provision of the Plan or formula used to calculate award
levels of stock options, the number so computed is not a whole number,
such number of shares shall be rounded down to the next whole number.

10. EFFECTIVE DATE/APPROVAL BY SHAREHOLDERS

The effective date of the Plan shall be the date on which it is adopted by
the Board, subject to approval of the Plan by the Company's shareholders.
The Plan and any grants made as a part of the Plan shall be null and void
and of no effect if such condition is not fulfilled.

11. AMENDMENT AND TERMINATION OF THE PLAN

The Board may, without further action by the shareholders, from time to
time, amend, alter, suspend or terminate the Plan, except as otherwise
required by applicable federal securities laws.

EXHIBIT B

FOREST CITY ENTERPRISES, INC.
AUDIT COMMITTEE CHARTER, AS AMENDED

PURPOSE

The Audit Committee (the "Committee") of the Board of Directors (the
"Board") of Forest City Enterprises, Inc., (the "Company") has been created to:

a) monitor and oversee the integrity of the Company's financial
accounting and reporting process, including the integrity of
the Company's system of internal controls and the preparation
and issuance of audit reports of the Company's financial
statements;

b) monitor the Company's compliance with the Code of Legal and
Ethical Conduct;

c) select the Company's independent auditor and determine
compensation;

d) review and evaluate the qualifications and independence of
the Company's independent auditor;

e) monitor the performance of the Company's internal audit
function;

f) review and approve Audit Committee reports required for the
proxy statement relating to the Company's annual meeting of
shareholders in accordance with federal securities laws; and

g) monitor other legal and regulatory requirements, as needed.

COMPOSITION

SIZE. The Committee shall consist of no fewer than three members.
This number is determined by the Board and is subject to any requirement or
limitation in the Company's Certificate of Incorporation or Code of Regulations.

QUALIFICATIONS. Each Audit Committee member must have all of the
following qualifications:

1. Each Audit Committee member must be independent, based on the
criteria of the rules of the New York Stock Exchange, Section
301 of the Sarbanes-Oxley Act of 2002 ("SOA") and any related
rules established by the Securities and Exchange Commission
("SEC").

2. Each Audit Committee member shall, in the judgment of the
Board, be financially literate or become financially literate
within a reasonable period of time after his or her
appointment to the Audit Committee. Additionally, at least one
member of the Audit Committee is to have accounting or related
financial management expertise sufficient to meet the criteria
of an "audit committee financial expert" as defined in Section
407 of the SOA and any related rules established by the SEC.

3. An Audit Committee member cannot serve on the audit
committees of more than three companies simultaneously. If an
Audit Committee member serves on the audit committee of more
than three companies the Board must determine that the
member's service is not impaired. The Company will be required
to disclose any such determination in its annual proxy
statement.

SELECTION. Members of the Committee are appointed annually by the
Board, based on the recommendations of the Corporate Governance and Nominating
Committee. The Corporate Governance and Nominating Committee also recommends a
Committee Chair. Each Committee member shall serve at the pleasure of the Board
for as long as the Board permits until a successor is appointed.

DUTIES AND RESPONSIBILITIES

The Audit Committee shall have the following duties and
responsibilities:

FINANCIAL STATEMENT AND DISCLOSURE MATTERS

1. The Committee shall review the Company's quarterly financial
statements and audited financial statements, including
footnotes, management's discussion and analysis and all
related disclosures. The Committee will discuss any comments
with the Company's senior management and independent auditor
prior to the financial statements being issued.

2. The Committee shall review with the Company's senior
management and the internal auditors the following, prior to
the release of any audited or reviewed information:

a) the report of the independent auditor's annual audit;

b) the management letter, if any;

c) the reports of the reviews of the Company's interim
financial statements conducted in accordance with
Statement on Auditing Standards No. 71;

d) any other reports of the independent auditor that the
independent auditor may from time to time undertake;

e) accounting principles and financial statement
presentations;

f) all alternative treatments of financial information within
Generally Accepted Accounting Principles ("GAAP"),
ramifications of the use of such alternative treatments,
and the treatment preferred by the independent auditor;

g) other written communications between the independent
auditor and senior management; and

h) the periodic report of the audit activities, examinations
and results of the Company's internal auditing function.

3. The Committee or a subcommittee shall discuss with the
Company's senior management any earnings press releases as
well as any financial information or earnings guidance
provided to analysts or rating agencies prior to the release
of such information.

4. The Committee shall discuss with Company's senior management
any material financial risk exposures and material legal
exposures and the steps senior management has taken to monitor
such exposures, including the Company's risk assessment and
risk management policies. The Audit Committee shall
periodically review the Company's contingency plans for
protection of vital information and business conduct in the
event of an operations interruption.

5. At least annually, the Committee shall review:

a) major issues regarding accounting principles and
financial statement presentations, including any
significant changes in the Company's selection or
application of accounting principles; critical
accounting policies and areas of significant
management estimates;

b) analyses prepared by the Company's senior management
and/or independent auditor of significant financial
reporting issues and judgments made in connection
with the preparation of the Company's financial
statements and management's discussion and analysis
portion of the Form 10-K and Form 10-Q reports,
including analyses of the effects or alternative
GAAP methods on the financial statements;

c) the effect of regulatory and accounting initiatives,
as well as off-balance sheet structures, on the
Company's financial statements.

INTERNAL CONTROLS

The Committee shall:

1. Discuss with senior management, the independent auditor and
the internal auditors, at least quarterly, the adequacy of the
Company's financial reporting systems and business process
controls and discuss any significant exposures and the actions
management has taken to monitor and control such exposures. In
addition, the Committee shall review significant findings
noted by the independent auditor and the Chief Internal
Auditor in the course of their audit functions, as well as
management responses.

2. Discuss with senior management, including the CEO and CFO when
appropriate, the independent auditor and the Chief Internal
Auditor the design and effectiveness of the Company's internal
controls.

3. Discuss with senior management (including CEO and CFO, as
appropriate), the independent auditor and the Chief Internal
Auditor (a) any significant deficiencies in the design or
operation of internal controls which could adversely affect
the Company's ability to record, process, summarize and report
financial data and any material weaknesses to the Company's
internal controls, and (b) any fraud, whether or not material,
that involves management or other employees who have a
significant role in the Company's internal controls.

4. Discuss with senior management, the independent auditor and
the Chief Internal Auditor the internal control report
required to be included in the Company's Annual Report on Form
10-K.

OVERSIGHT OF THE COMPANY'S INDEPENDENT AUDITOR

With respect to the independent auditor, the Committee shall:

1. Retain and terminate the Company's independent auditor, in
compliance with applicable law and shareholder ratification.
The Committee will also:

a) approve all audit engagement fees and terms with the
independent auditor; and

b) oversee the independent auditor and the independent
auditor will report directly to the Committee.

2. Approve any non-audit engagements of the independent auditor.

3. Review the quality controls of the Company's independent
auditor at least annually. The independent auditor will
provide the Committee with a report describing:

a) the independent auditor's internal quality-control
procedures,

b) any material issues raised by the most recent internal
quality-control review of the independent auditor, or by
any inquiry or investigation by government or professional
authorities, in any case within the preceding five years,

c) any steps taken to deal with any such issues, and

d) all relationships between the independent auditor and the
Company.

4. Evaluate annually the independent auditor's performance and
independence by:

a) reviewing the information provided by the Company's senior
management and independent auditor relating to the
independence of the Company's independent auditor. This
information shall include, among other things, information
related to any non-audit services provided by the
independent auditor to the Company which have not been
pre-approved by the Committee and a formal written
statement disclosing all relationships between the
independent auditor and the Company, consistent with the
Independence Standards Board Standard No. 1, or any
amendment thereto. The Committee shall review all
relationships between the independent auditor and the
Company to assess and confirm the independent auditor's
independence; and

b) reviewing whether the lead audit and/or the lead reviewing
partner (or other audit personnel) of the independent
auditor should be replaced temporarily or permanently to
assure continuing auditor independence. The terms of any
engagement of the independent auditor shall provide for
rotation of the lead audit and lead reviewing partners of
the independent auditor no less often than once every five
years. The Committee shall further consider the rotation
of the independent auditor firm.

5. Review the Company's role in audits and reviews with the
Company's independent auditor. The Committee should discuss:

a) any difficulties the independent auditor encountered in
performing the audit work, including any restrictions on
the scope of the independent auditor's activities or on
access to requested information placed on the independent
auditor by senior management;

b) any significant disagreements with the Company's senior
management; and

c) any communications between the independent audit team and
the independent auditor's national office respecting
auditing or accounting issues presented by the engagement.
This review shall be conducted outside the presence of
Company officers, senior management, or other personnel.
The Committee shall resolve any disagreements between the
Company's senior management and the independent auditor.

6. Review and discuss any accounting adjustments that were noted
or proposed by the independent auditor.

7. Set policies for hiring employees and former employees of the
independent auditor including restrictions set forth in
Section 206 of the SOA.

8. Obtain assurance from the independent auditor that, in the
course of conducting the audit, there have been no acts that
require disclosure to the Audit Committee under Section 10A(b)
of the Securities and Exchange Act.

9. Review and discuss with the independent auditor
recommendations made by the independent auditor, as well as
other matters, if any, brought to the attention of the Audit
Committee by employees or officers of the Company.

10. Obtain from the independent auditor the following:

a) all critical accounting policies and practices;

b) all alternative treatments within GAAP for policies and
practices related to material items discussed with
management; and

c) all other material written communications between the
independent auditor and senior management, including the
management letter and schedules of unadjusted differences.

OVERSIGHT OF THE COMPANY'S INTERNAL AUDIT FUNCTION

1. At least annually, the Committee shall review the following:

a) the appointment and replacement, if applicable, of the
senior internal audit staff;

b) the internal audit staff responsibilities, budget and
staffing of the internal audit function;

c) senior management's appointment, termination or
replacement of the Chief Internal Auditor, if applicable.

2. Review significant internal audit reports to senior management
and senior management's responses.

3. Review the functioning of the internal audit department. The
Committee shall discuss with the independent auditor and
senior management:

a) the internal audit department's audit plan,

b) audit scope,

c) responsibilities,

d) budget,

e) staffing and

f) any recommended changes.

4. The Audit Committee is to review and discuss with the Chief
Internal Auditor, and the appropriate members of the internal
audit staff:

a) recommendations made by the Chief Internal Auditor,

b) any other matters, if any, brought to the attention of the
Audit Committee.

COMPLIANCE OVERSIGHT RESPONSIBILITIES

With respect to Compliance and oversight responsibilities, the Committee shall:

1. Meet regularly with the Board to review any issues that arise
with respect to the quality or integrity of the Company's
financial statements, the Company's compliance with its
ethics, legal and regulatory requirements, the performance and
independence of the Company's independent auditor, and the
performance of the internal audit function;

2. Review legal and regulatory compliance with the Company's
General Counsel for:

a) matters of legal or regulatory compliance, including
compliance with the Company's code of ethics and corporate
securities trading policies;

b) any legal matter that could have a significant impact on
the Company's financial statements or any other financial
disclosures; and

c) the Company's senior management has the proper review
system in place so that the Company's financial
statements, reports and other financial information
disseminated to governmental organizations and the public,
satisfy all legal requirements;

3. Establish procedures regarding complaints and periodically
review procedures for:

a) the receipt, retention and treatment of complaints
received by the Company regarding accounting, internal
accounting controls or auditing matters; and

b) confidential, anonymous submission by employees of the
Company of concerns regarding questionable accounting or
auditing matters, as required by Section 301 of the SOA.

The Committee is to discuss with senior management and the
independent auditor any correspondence with regulators or
government agencies and any complaints or concerns regarding
the Company's financial statements or accounting policies.

4. Report its activities to the Board at least annually.

5. Perform any other activities consistent with:

a) this Charter,

b) the Company's Code of Regulations, and

c) applicable law, as the Committee deems necessary or
appropriate.

The Board may delegate additional duties or responsibilities to the
Committee from time to time.

AUDIT COMMITTEE'S ROLE

While the Audit Committee has the responsibilities and powers set forth in this
Charter, it is not the duty of the Audit Committee to plan or conduct audits or
to determine that the Company's financial statements and disclosures are
complete and accurate and are in accordance with generally accepted accounting
principles and applicable rules and regulations. These are the responsibilities
of senior management and the independent auditor.

MEETINGS

The Committee shall meet in person or telephonically at least quarterly, or more
frequently as the Committee members deem necessary to carry out their
responsibilities under this Charter.

The Committee Chair shall, in consultation with the other members of the
Committee and appropriate officers of the Company, establish the agenda for each
Committee meeting. Each Committee member may submit items to be included on the
agenda. Committee members may also raise subjects that are not on the agenda at
any meeting.

The Committee Chair or a majority of the Committee members may call a meeting of
the Committee at any time. A majority of the number of Committee members
selected by the Board shall constitute a quorum for conducting business at a
meeting of the Committee.

The Committee Chair shall supervise the conduct of the meetings and shall have
other responsibilities which the Committee may designate from time to time.

The Committee may request any officer or employee of the Company, or any
representative of the Company's advisors, to attend a meeting or to meet with
any members or representatives of the Committee.

Additionally, the Committee shall meet at least quarterly and separately in
executive session with representatives of the Company's senior management,
internal auditor, and independent auditor.

DELEGATION

RESOURCES AND AUTHORITY

The Committee may retain independent counsel and other independent advisers to
assist in carrying out its responsibilities.

COMPENSATION

Consistent with New York Stock Exchange listing requirements, directors' fees
shall be the sole compensation paid by the Company to Committee members. For
purposes of this Charter, "directors fees" includes all forms of compensation
paid to directors of the Company for service as a director or member of a Board
committee and/or pension payments or other deferred compensation, provided that
such compensation is not in any way contingent on continued service.

The total amount and form of compensation paid to Committee members shall be
determined from time to time by the Board in consultation with the Compensation
Committee in accordance with any applicable Company plans or policies.

ANNUAL REVIEW

At least annually, the Committee shall (a) review this Charter with the
Corporate Governance and Nominating Committee, and the Corporate Governance and
Nominating Committee shall recommend any changes to the Board and (b) evaluate
its performance against the requirements of this Charter and review this
evaluation with the Corporate Governance and Nominating Committee. The
evaluation shall include the goals and objectives of the Committee for the
upcoming year. The Committee shall conduct its review and evaluation in such
manner as it deems appropriate.

AMENDMENT

This Audit Committee Charter may be amended by the Board subject to disclosure
and other provisions of the Securities and Exchange Act of 1934, as amended by
the SOA and the applicable rules of the New York Stock Exchange, Inc.

ORIGINAL AUDIT COMMITTEE CHARTER SUPERSEDED

This Forest City Enterprises, Inc. Amended and Restated Audit Committee Charter
shall supersede the existing Charter.

Consistent with New York Stock Exchange listing requirements, this Charter will
be included on the Company's website and will be made available upon request
sent to the Company's Secretary. This Charter will also be periodically
published in the proxy statement relating to the Company's annual meeting of
shareholders.

Effective: March 12, 2003

EXHIBIT C

FOREST CITY ENTERPRISES, INC.
COMPENSATION COMMITTEE CHARTER

PURPOSES

The Compensation Committee (the "Committee") of the Board of Directors
(the "Board") of Forest City Enterprises, Inc. (the "Company") (a) establishes
compensation of the Company's executive officers and senior management,
including, without limitation, salaries and bonus awards, pursuant to authority
delegated to the Committee by the Board, (b) administers the Company's stock
option or other equity incentive plans, and (c) in accordance with federal
securities laws, prepares an annual report on executive compensation for
inclusion in the proxy statement relating to the Company's annual meeting of
shareholders.

COMPOSITION

SIZE. The size of the Committee shall be determined by the Board,
subject to any requirements or limitations in the Company's certificate of
incorporation or code of regulations. The Board believes that the Committee
should always have not less than three (3), but no more than five (5) members.

QUALIFICATIONS. The members of the Committee may, but are not required
due to the Company's "controlled Company" status, meet the independence
qualification requirements of the New York Stock Exchange. Desirable
qualifications for Committee members include experience in business management,
executive compensation, employee benefits, and human resources.

SELECTION. The Board shall appoint the members of the Committee
annually considering the recommendations of the Nominating and Governance
Committee and further, considering the views of the Co-Chairmen of the Board and
the Chief Executive Officer, as appropriate. The Corporate Governance and
Nominating Committee shall recommend to the Board a Committee Chair. Each
Committee member will serve at the pleasure of the Board for such term or terms
as the Board may determine or until such Committee member is no longer a Board
member.

DUTIES AND RESPONSIBILITIES

The Committee has the following duties and responsibilities:

1. Review and Approve Executive Officer Compensation. The
Committee shall review and approve, at least annually,
performance goals and objectives relating to the compensation
of the Chief Executive Officer and the other executive
officers and "senior management" of the Company. The Committee
will approve executive officer and senior management
compensation based on such factors as it deems appropriate.

2. Administer Equity Incentive Plans. The Committee shall make
recommendations to the Board and shall administer the
Company's equity incentive plans. The Committee, or a
subcommittee, shall approve grants of stock options and other
equity or equity-based awards in the manner, and on terms and
conditions prescribed by, the Company's equity incentive
plans.

3. Recommend Incentive Plans. The Committee shall make
recommendations to the Board with respect to cash incentive
compensation plans for executive officers and senior
management such as annual bonus awards, and with respect to
equity based plans such as stock options plans. The Committee
shall also oversee the individuals and committee responsible
for administering these plans and monitor compliance with plan
provision and applicable law.

4. Oversee Regulatory Compliance. The Committee shall, in
consultation with appropriate officers of the Company, oversee
regulatory compliance with respect to compensation matters,
including overseeing the Company's policies on structuring
compensation programs to preserve tax deductibility, and, as
required, establishing performance goals and determine whether
performance goals have been attained for purposes of Section
162(m) of the Internal Revenue Code.

5. Review Severance Payments. The Committee shall review and
approve any severance or other termination payments proposed
to be made to any executive officer of the Company. The
Committee shall review and approve any proposed severance or
retention plans.

6. Oversee Succession Plans. The Committee shall execute, in
compliance with the recommendations by the Corporate
Governance and Nominating Committee, the succession of senior
executive officers.

7. Retain Compensation Consultant. The Committee shall have the
sole authority to retain and terminate any compensation
consultant to be used to assist in the evaluation of director,
Chief Executive Officer or senior management compensation and
shall have the sole authority to approve the consultant's fees
and other retention terms. The Committee shall also have
authority to obtain advice and assistance from internal or
external legal, accounting or other advisors.

8. Board Reports. The Committee shall report its activities to
the Board at least annually and in such manner and at such
times as the Committee or the Board deem appropriate.

9. Other Delegated Duties or Responsibilities. The Committee
shall perform any other duties or responsibilities delegated
to the Committee by the Board from time to time.

MEETINGS

The Committee shall meet at least semi-annually and more frequently if
the Committee members deem it necessary to carry out their responsibilities
under this Charter. The Committee Chair shall, in consultation with the other
members of the Committee and appropriate officers of the Company, establish the
agenda for each Committee meeting. Each Committee member may submit items to be
included on the agenda. Committee members may also raise subjects that are not
on the agenda at any meeting. The Committee Chair or a majority of the Committee
members may call a meeting of the Committee at any time. A majority of the
number of Committee members selected by the Board shall constitute a quorum for
conducting business at a meeting of the Committee. The act of a majority of
Committee members present at a Committee meeting at which a quorum is in
attendance shall be the act of the Committee, unless a greater number is
required by law, the Company's certificate of incorporation or by its by-laws.
The Committee Chair shall supervise the conduct of the meetings and shall have
other responsibilities which the Committee may designate from time to time.

The Committee may request any officer or employee of the Company or any
representative of the Company's advisors to attend a meeting or to meet with any
members or representatives of the Committee. Any member of the Company's
management whose performance or compensation is to be discussed at a Committee
meeting shall not attend such meeting unless specifically invited by the
Committee.

DELEGATION

The Committee may in its discretion, delegate all or a portion of its
duties and responsibilities to a subcommittee. In particular, the Committee may
delegate the approval of certain transactions to a subcommittee consisting
solely of members of the Committee who are (a) "Non-Employee Directors" for the
purposes of Rule 16b-3 of the Securities Exchange Act of 1934, as in effect from
time to time, and (b) "outside directors" for the purposes of Section 162(m) of
the Internal Revenue Code.

RESOURCES AND AUTHORITY

The Committee shall have appropriate resources and authority to
discharge its responsibilities, including appropriate funding, in such amounts
as the Committee deems necessary, to compensate any consultants and any
independent advisors retained by the Committee. The Committee shall have the
sole authority to engage compensation consultants to assist in the evaluation of
director or executive officer and/or senior management compensation and the sole
authority to set the fees and other retention terms of such compensation
consultants. The Committee may also retain independent counsel and other
independent advisors to assist it in carrying out its responsibilities.

COMPENSATION COMMITTEE REPORT

The Committee, with the assistance of management and any outside
consultants the Committee deems appropriate, shall prepare a report for
inclusion in the Company's proxy statement relating to the Company's annual
meeting of shareholders.

ANNUAL REVIEW

At least annually, the Committee shall (a) review this Charter with the
Corporate Governance and Nominating Committee, and the Corporate Governance and
Nominating Committee shall recommend any changes to the Board, and (b) evaluate
its performance against the requirements of this Charter and review this
evaluation with the Corporate Governance and Nominating Committee. The
evaluation shall include the goals and objectives of the Committee for the
upcoming year. The Committee shall conduct its review and evaluation in such
manner as it deems appropriate.

Consistent with New York Stock Exchange listing requirements, this
Charter will be included on the Company's website and will be made available
upon request sent to the Company's Secretary. This Charter may also be published
periodically in the proxy statement relating to the Company's annual meeting of
shareholders.

AMENDMENT

This Compensation Committee Charter may be amended by the Board subject
to disclosure and other provisions of the Securities and Exchange Act of 1934,
as amended by the Sarbanes-Oxley Act of 2002, and the applicable rules of the
New York Stock Exchange, Inc.

Effective: March 12, 2003

EXHIBIT D

FOREST CITY ENTERPRISES, INC.
CORPORATE GOVERNANCE AND
NOMINATING COMMITTEE CHARTER

PURPOSE OF COMMITTEE

The Nominating and Governance Committee (the "Committee") is appointed by the
Board (1) to assist the Board by identifying individuals qualified to become
Board members, and to recommend to the Board the director nominees for the next
annual meeting of shareholders; (2) to recommend to the Board director nominees
for each committee; (3) to serve in an advisory capacity to the Board and
Co-Chairmen of the Board on matters of organizational and governance structure
of the Company and in such capacity to develop and recommend to the Board the
Corporate Governance Guidelines applicable to the Company; (4) to develop and
recommend to the Board the Company's Code of Legal and Ethical Conduct; (5) to
lead the Board in its annual review of the Board's performance; (6) to ensure
that appropriate procedures are developed for the succession planning for senior
officer executive positions; and (7) to ensure that appropriate procedures are
developed to evaluate the performance of the Chief Executive Officer. The
Committee shall report to the Board on a regular basis and not less than once a
year.

COMMITTEE MEMBERSHIP

QUALIFICATIONS. The Committee shall consist of three or more members of the
Board. The members of the Committee may, but are not required due to the
Company's "controlled company" status, meet the independence qualification
requirements of the New York Stock Exchange.

SELECTION. The Board shall appoint the members of the Committee, considering the
views of the Co-Chairmen of the Board and the Chief Executive Officer, as
appropriate. The members of the Committee shall designate a Committee Chair.
Each Committee member will serve at the pleasure of the Board for such term as
the Board may decide or until such Committee member is no longer a Board member.

COMMITTEE AUTHORITY AND RESPONSIBILITIES

A. In carrying out its nominating functions, the responsibility and
authority of the Committee is to:

1. identify individuals believed to be qualified to become Board
members, and to recommend to the Board the nominees to stand
for election as directors at the annual meeting of
shareholders or, if applicable, at a special meeting of
shareholders.

In the case of a vacancy in the office of a director
(including a vacancy created by an increase in the size of the
Board), the Committee shall recommend to the Board an
individual to fill such vacancy.

In nominating candidates, the Committee shall take into
consideration such factors as it deems appropriate. These
factors may include judgment, skill, diversity, experience
with businesses and other organizations of comparable size,
the interplay of the candidate's experience with the
experience of other Board members, and the extent to which the
candidate would be a desirable addition to the Board and any
committees of the Board. The Committee may consider candidates
proposed by the Co-Chairmen of the Board, Chief Executive
Officer and other senior management;

2. have the sole authority to retain and terminate any search
firm to be used to identify director candidates and shall have
sole authority to approve the search firm's fees and other
retention terms. The Nominating and Governance Committee shall
also have authority to obtain, select, retain, terminate and
approve the fees and other retention terms of special counsel
or other experts or consultants, it deems appropriate;

3. make recommendations to the Board, from time to time, as to
changes that the Committee believes to be desirable to the
size of the Board or any committee thereof;

4. develop and recommend to the Board standards to be applied in
making determinations as to the absence of material
relationships between the Company and a director, in order for
a director to meet the requirements of "independence";

5. identify Board members qualified to fill vacancies on any
committee of the Board (including the Committee) and to
recommend that the Board appoint the identified member or
members to the respective committee. In nominating a candidate
for committee membership, the Committee shall take into
consideration the factors set forth in the charter of the
committee, if any, as well as any other factors it deems
appropriate, including without limitation the consistency of
the candidate's experience with the goals of the committee and
the interplay of the candidate's experience with the
experience of other committee members;

6. undertake any other duties or responsibilities expressly
delegated to the Committee by the Board from time to time
relating to the nomination of Board and committee members.

B. In carrying out its corporate governance functions, the responsibility
and authority of the Committee is to:

1. report to the Board, following the end of each fiscal year, an
assessment of the Board's performance based upon comments from
all Board members.

2. establish procedures for the Committee to evaluate annually,
or more often as appropriate, the directors who are members,
structure and performance of the committees of the Board, and
make recommendations to the Board as appropriate.

3. review, approve and oversee the implementation of a charter
for each Board committee.

4. develop and recommend to the Board a set of Corporate
Governance Guidelines applicable to the Company; to review and
reassess annually the adequacy of the Guidelines and to make
recommendations to the Board. The Committee shall consider any
requests for waivers from the Company's Corporate Governance
Guidelines, and the Company shall make disclosures of such
waivers to the New York Stock Exchange and the Securities and
Exchange Commission, as applicable.

5. develop and recommend to the Board the Company's Code of Legal
and Ethical Conduct. The Company shall make disclosures of
such waivers to the New York Stock Exchange and the Securities
and Exchange Commission, as applicable.

6. review other practices and policies pertaining to the Board
and make recommendations to the Board.

7. have the independent directors meet without the presence of
management in regular executive sessions.

8. prepare and issue the evaluation required under "Performance
Evaluation" below.

9. recommend to the Board criteria relating to tenure as a
director, including retirement age and continuation of a
director in an honorary or similar capacity.

10. develop appropriate procedures for the succession planning for
senior executive officer positions.

11. develop appropriate performance expectations and procedures to
evaluate the Chief Executive Officer's performance.

12. undertake any other duties or responsibilities expressly
delegated to the Committee by the Board from time to time,
relating to the corporate governance functions of the
Committee.

MEETINGS

The Committee shall meet a minimum of four times a year, at each quarterly and
annual Board/shareholders' meeting, and more frequently if the Committee members
deem it necessary to carry out their responsibilities under this Charter. The
Committee Chair shall, in consultation with the other members of the Committee
and appropriate officer of the Company, establish the agenda for each Committee
meeting. Each Committee member may submit items to be included on the agenda.
Committee members may also raise subjects that are not on the agenda at any
meeting. The Committee Chair or a majority of the Committee members may call a
meeting of the Committee at any time. A majority of the number of Committee
members selected by the Board shall constitute a quorum for conducting business
at a meeting of the Committee. The act of a majority of Committee members
present at a Committee meeting at which a quorum is in attendance shall be the
act of the Committee, unless a greater number is required by law, the Company's
certificate of incorporation or its code of regulations. In the event of a tie
vote on any issue, the Committee Chair's vote shall decide the issue. The

Committee Chair shall supervise the conduct of the meetings and shall have other
responsibilities which the Committee may designate from time to time.

DELEGATION TO SUBCOMMITTEE

The Committee may, in its discretion, delegate all or a portion of its duties
and responsibilities to a subcommittee of the Committee.

RESOURCES AND AUTHORITY

The Committee shall have appropriate resources and authority to discharge its
responsibilities. The Committee may retain independent counsel and other
independent advisers to assist in carrying out its responsibilities.

COMPENSATION OF COMMITTEE MEMBERS

Consistent with New York Stock Exchange listing requirements, directors' fees
shall be the sole compensation paid by the Company to Committee members. For
purposes of this Charter, "directors' fees" includes all forms of compensation
paid to directors of the Company for service as a director or member of a Board
committee. The total amount and form of compensation paid to Committee members
shall be determined from time to time by the Board in consultation with the
Compensation Committee and otherwise in accordance with any applicable Company
plans or policies.

PERFORMANCE EVALUATION

The Committee shall produce and provide to the Board an annual performance
evaluation of the Committee, which evaluation shall compare the performance of
the Committee with the requirements of this charter. The performance evaluation
shall also recommend to the Board any improvements to the Committee's charter
deemed necessary or desirable by the Committee. The performance evaluation by
the Committee shall be conducted in such manner as the Committee deems
appropriate. The report to the Board may take the form of an oral report by the
chairperson of the Committee or any other member of the Committee designated by
the Committee to make this report.

Effective: March 12, 2003

-- 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 Riverview Room of the Ritz-Carlton Hotel, Tower City
Center, 1515 West Third Street, Cleveland, Ohio 44113, on June 11, 2003 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 proposed amendment of the 1994 Stock Option Plan to increase the
number of shares authorized to be issued under the Plan from
3,375,000 shares to 5,875,000 shares.

(3) The ratification of PricewaterhouseCoopers LLP as independent
auditors for the Company for the fiscal year ending January 31,
2004.

(4) 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, 2 AND 3.

(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 94509, Cleveland, OH 44101-4500.

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 TUESDAY, JUNE 10, 2003 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 other side)

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEMS 1, 2 AND 3.

(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 proposed amendment of the 1994 Stock Option Plan to increase the number of shares authorized to be issued under the
Plan from 3,375,000 shares to 5,875,000 shares.

|_| FOR |_| AGAINST |_| ABSTAIN

(3) The ratification of PricewaterhouseCoopers LLP as independent auditors for the Company for the fiscal year ending
January 31, 2004.

|_| FOR |_| AGAINST |_| ABSTAIN

Dated: , 2003
----------------------------------------------------------

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

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

|_| CHANGE OF ADDRESS (ABOVE)

-- 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 Riverview Room of the Ritz-Carlton Hotel, Tower City
Center, 1515 West Third Street, Cleveland, Ohio 44113, on June 11, 2003 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 proposed amendment of the 1994 Stock Option Plan to increase the
number of shares authorized to be issued under the Plan from 3,375,000
shares to 5,875,000 shares.

(3) The ratification of PricewaterhouseCoopers LLP as independent auditors
for the Company for the fiscal year ending January 31, 2004.

(4) 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 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 94509, Cleveland, OH 44101-4500.

B YOUR CONTROL NUMBER IS: B

-- DETACH HERE --
- ------------------------------------------------------------------------------------------------------------------------------------
(Continued from other side)

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEMS 1, 2 AND 3.

(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

|_| FOR, except vote withheld from the following nominee(s): |_| WITHHELD

|_| FOR |_| AGAINST |_| ABSTAIN

(3) The ratification of PricewaterhouseCoopers LLP as independent auditors for the Company for the fiscal year ending January 31,
2004.

|_| FOR |_| AGAINST |_| ABSTAIN

Dated: , 2003
---------------------------------------------

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

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

</Table>
|_| CHANGE OF ADDRESS (ABOVE)