FOREST CITY ENTERPRISES, INC.



                          REGISTRATION RIGHTS AGREEMENT



                  This Registration Rights Agreement (this "AGREEMENT") is

entered into as of March 12, 2002 by and among Forest City Enterprises, Inc.,

an Ohio corporation (the "COMPANY"), and those holders (individually, a "HOLDER"

and collectively, the "HOLDERS") of the Class A Common Stock of the Company set

forth on EXHIBIT A attached hereto. Capitalized terms used herein and not

defined in context will have the respective meanings given to them in SECTION 2.



                                    AGREEMENT

                                    ---------



                  In consideration of the mutual covenants herein contained and

other good and valuable consideration, the receipt and sufficiency of which are

hereby acknowledged, the parties hereto agree as follows:



1.       REGISTRATION



         1.1      DEMAND REGISTRATION.



                  (a) Procedure. Subject to the conditions of this SECTION 1.1,

on one occasion following the date of this Agreement, the Holders of all of the

Registrable Securities may request that the Company register under the

Securities Act the resale of up to $60 million of the Registrable Securities

pursuant to a registration statement on Form S-3 or any successor form thereto

(together with all amendments, supplements and exhibits thereto, the

"REGISTRATION STATEMENT") to be filed with the SEC. In such event, the Company

will use reasonable efforts to file, as expeditiously as reasonably possible and

in any event within 180 days of the receipt of such request, the Registration

Statement under the Securities Act to register all Registrable Securities that

the Holders request to be registered.



                  (b) Underwritten Offerings. If the Holders intend to

distribute the Registrable Securities covered by their request by means of an

underwriting, they will so advise the Company as a part of their request made

pursuant to this SECTION 1.1. The right of any Holder to registration pursuant

to this SECTION 1.1 will be conditioned upon such Holder's participation in the

underwriting arrangements required by this SECTION 1.1 and the inclusion of such

Holder's Registrable Securities in the underwriting, to the extent requested and

provided herein. The Company will (together with all Holders proposing to

distribute their securities through such underwriting) enter into an

underwriting agreement in customary form with the managing underwriter selected

for such underwriting by the Company. If any Holder of Registrable Securities

disapproves of the terms of the underwriting, such Person may elect to withdraw

therefrom by written notice to the Company, the managing underwriter and the

remaining Holders. The Registrable Securities so withdrawn will also be

withdrawn from registration and will not be transferred prior to 180 days

following the effective date of such registration. Any such withdrawn

Registrable Securities will cease to be "Registrable Securities," and the Holder

thereof will not have any further rights pursuant to this Agreement.



{PAGE}



                  (c) Limitations. The Company will not be required to effect a

registration of the Registrable Securities under the Securities Act or any

registration or qualification under state securities laws pursuant to this

SECTION 1.1:



                      (i) during the period beginning on the date on which the

Company gives notice to the Holders of its estimated date of filing of, and

ending on the date 180 days immediately following the effective date of, a

registration statement related to an underwritten public offering; PROVIDED that

the Company is actively employing in good faith all reasonable efforts to cause

such underwritten public offering to become effective;



                      (ii) if the Company determines reasonably and in good

faith that a Disadvantageous Condition exists, in which event the Company will

have the right to defer the filing of the Registration Statement; PROVIDED;

HOWEVER, that in no event may the Company defer filing hereunder for more than

two periods of up to 120 days each in any twelve month period; or



                      (iii) in any particular jurisdiction in which the Company

would be required to execute a general consent to service of process in

effecting such registration or qualification.



                  (d) Suspension. Notwithstanding anything to the contrary in

this SECTION 1.1, the Company may suspend, for up to 120 days in its sole

discretion, use of the Registration Statement if it has been declared effective

by the SEC at any time if the Company determines reasonably and in good faith

that a Disadvantageous Condition exists. In the event of a Disadvantageous

Condition, the Company will provide notice to the Holders of the Company's

determination that a Disadvantageous Condition exists. The Company shall use its

reasonable efforts to cause the period during which the Registration Statement

is to remain effective pursuant to SUBSECTION 1.3(a) to be extended by the

number of days of any such suspension on account of a Disadvantageous Condition.



         1.2      EXPENSES OF REGISTRATION. Except as specifically provided

herein, all Registration Expenses (including Selling Expenses) incurred in

connection with any registration pursuant to SECTION 1.1 will be borne by the

Holders of the Registrable Securities so registered pro rata on the basis of the

number of shares so registered.

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