*In  accordance  with  Rule
                                                    462   of   the   Securities
                                                    Exchange  Act of 1933,  the
                                                    Registrant   requests  that
                                                    this Registration Statement
                                                    become immediately effective
                                                    upon filing.

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                          Forest City Enterprises, Inc.
  ------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)

                                      Ohio
  ------------------------------------------------------------------------------
            (State or Other Jurisdiction of Incorporation or Organization)

                                  34-0863886
  ------------------------------------------------------------------------------
                      (I.R.S. Employer Identification No.)

         1100 Terminal Tower, 50 Public Square, Cleveland, Ohio 44113-2203
  ------------------------------------------------------------------------------
                    (Address of Principal Executive Offices)

          Forest City Enterprises, Inc. 1994 Stock Option Plan
  ------------------------------------------------------------------------------
                              (Full Title of Plan)

FCE Statutory Agent, Inc, 50 Public Square, Ste 1100, Cleveland, Ohio 44113-2203
  ------------------------------------------------------------------------------
                     (Name and Address of Agent for Service)

                                 (216)621-6060
  ------------------------------------------------------------------------------
               (Telephone Number, Including Area Code, of Agent for Service)

                     Facing page continued on following page
                             Exhibit Index on Page 7
                   Total Number of pages in original is 31



-------------------- -------------- ------------ ------------ ---------------
Title of Securities   Amount to be      (1)        Proposed       Amount of
to be Registered       Registered     Proposed      Maximum     Registration
                                       Maximum     Aggregate        Fee
                                      Offering
 ------------------- -------------- ------------ ------------ ---------------
-------------------- -------------- ------------ ------------ ---------------
 Class A Common        Total # of   $57,608,225  $57,608,225    $16,994.43
Shares Par Value 33-    shares
1/3 cents per share     2,250,000
-------------------- -------------- ------------ ------------ ---------------


(In  addition,  pursuant  statement  also  covers  an  indeterminate  amount  of
interests to be offered or sold pursuant to the Rule 416(b) under the Securities
Act of 1933, this registration plan(s) described herein).

(1)  Estimated  solely for the  purpose of  calculating  the  registration  fee,
pursuant to Rule 457(h)under the Securities Act of 1933, on the basis of 347,400
shares with an option  exercise price of  $14.375/share,  387,200 shares with an
option exercise price of $28.50/share  and the remaining  shares on the basis of
the  average  of the high and low sales  prices  of the Class A Common  Stock on
August 14, 1998.



<PAGE>



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           Incorporation of Documents by Reference.

     Forest City Enterprises, Inc. (the "Company") hereby incorporates herein by
reference  the following  documents  which  previously  have been filed with the
Securities and Exchange Commission (the "Commission"):

          (a)  The  Company's  Annual  Report on Form 10-K for its  fiscal  year
               ended January 31, 1997;

          (b)  The  Company's  Quarterly  Reports  on Form  10-Q for its  fiscal
               quarters ending April 30, 1997,  July 31, 1997,  October 31, 1997
               and April 30,  1998  pursuant  to  Section  13(a) or 15(d) of the
               Securities Exchange Act of 1934 (the "Exchange Act"); and

          (c)  The Company's Form 8-K filed March 6, 1998;

          (d)  The Company's Form 11-K regarding the Company's  Employee Savings
               Plan filed June 1997 and June 1998,  and the Company's  Form 11-K
               regarding the Forest City Trading Group, Inc.  Retirement Savings
               Plan filed June 1997 and June 1998;

          (e)  The Company's S-3 dated as of February 27, 1998;

          (f)  The Company's Prospectus Supplement dated as of March 10, 1998;

          (g)  The  description of the Company's  Class A Common Stock contained
               in the Company's Form 10 Registration  Statement (Commission File
               Number  1-4372)  and all  amendments  and  reports  filed for the
               purpose of updating that description.

         All documents filed by the Company pursuant to Section 13(a), 13(c), 14
or  15(d)  of the  Exchange  Act  subsequent  to the  date of this  Registration
Statement  and prior to the filing of a  post-effective  amendment  hereto which
indicates that all securities offered hereby have been sold or which deregisters
all securities  then remaining  unsold,  shall be deemed to be  incorporated  by
reference  herein  and to be a part  hereof  from  the  date of  filing  of such
documents.

Item 5.           Interests of Named Experts and Counsel.

         William M. Warren has rendered a legal opinion, filed with the Exhibits
as  Exhibit  5,  with  respect  to the  legality  of any  original  issuance  of
securities in connection with the 1994 Stock Option Plan  registered  hereunder.
Mr. Warren is the Senior Vice President, General Counsel and Assistant Secretary
of the  Company.  Mr.  Warren owns 300 shares of Class A Common  Stock held in a
street name.  He also holds  options to purchase up to 21,600  shares of Class A
Common Stock. Mr. Warren  beneficially owns  approximately 603 shares of Class A
Common Stock under the Company's Employee Savings (401K) Plan.

Item 6.           Indemnification of Directors and Officers.

         Section   1701.13(E)   of  the  Ohio   Revised  Code   authorizes   the
indemnification  of officers and  directors  in defense of any civil,  criminal,
administrative  or  investigative   proceeding.   Article  VI  of  the  Code  of
Regulations of the Company provides for the  indemnification in terms consistent
with the  statutory  authority,  and the Company  maintains  insurance  covering
certain  liabilities of the directors and the elected and appointed  officers of
the Company and its subsidiaries.

Item 8.           Exhibits.

         Exhibit Number                     Exhibit Description

          4.1  Amended  Articles of  Incorporation  of Forest City  Enterprises,
               Inc. adopted as of October 11, 1983, incorporated by reference to
               Exhibit  3.1 to the  Company's  Form 10-Q for the  quarter  ended
               October 31, 1983.

          4.2  Certificate of Amendment by Shareholders to the Amended  Articles
               of Incorporation of Forest City Enterprises,  Inc. dated June 24,
               1997,  incorporated by reference to Exhibit 4.14 to the Company's
               Registration Statement on Form S-3 (Registration No. 333-41437).

          4.3  Certificate of Amendment by Shareholders to the Amended  Articles
               of Incorporation of Forest City Enterprises,  Inc. dated June 16,
               1998 (filed herewith).

          4.4  Amended Code of Regulations of Forest City Enterprises,  Inc., as
               amended June 14, 1994,  incorporated  by reference to Exhibit 3.2
               to the Company's  Form 10-K for the fiscal year ended January 31,
               1997 (File No. 1-4372).

          4.5  Specimen  certificate  of Class A Common  Shares issued by Forest
               City Enterprises, Inc. (filed herewith).

          4.6  1994 Stock Option Plan, including forms of Incentive Stock Option
               Agreement and Non-qualified Stock Option Agreement,  incorporated
               by reference to Exhibit  10.11 to the Company'  Form 10-K for the
               year ended January 31, 1997 (File No. 1-4372).

          4.7  First Amendment to the Forest City  Enterprises,  Inc. 1994 Stock
               Option Plan dated as of June 9, 1998 (filed herewith).

          4.8  First  Amendment to Stock Option  Agreement for  Incentive  Stock
               Option Agreement and Non-qualified Agreement (filed herewith).

          5    Opinion Letter of William M. Warren regarding  legality of shares
               being issued (filed herewith).

          23.1 Consent of PriceWaterhouseCoopers, Independent Public Accountants

          23.2 Consent of William M. Warren  (included  in his opinion  filed as
               Exhibit 5 hereto).

          24   Powers of Attorney (filed herewith).

Item 9.           Undertakings.

(a)      The undersigned Registrant hereby undertakes:

     (1)  To file,  during any period of which offers or sales are being made, a
          post-effective amendment to this Registration Statement;

                    (i)  To include any prospectus  required by Section 10(a)(3)
                         of the Securities Act of 1933;

                    (ii) To  reflect  in the  prospectus  any  facts  or  events
                         arising  after the effective  date of the  Registration
                         Statement (or the most recent post-effective  amendment
                         thereof)  which,  individually,  or in  the  aggregate,
                         represent a fundamental  change in the  information set
                         forth in the Registration Statement;

                    (iii)To include any material information with respect to the
                         plan of  distribution  not previously  disclosed in the
                         Registration  Statement or any material  change to such
                         information in the Registration Statement;

                           Provided,  however,  that  paragraphs  (a)(1)(i)  and
                           (a)(1)(ii) do not apply if the  information  required
                           to be included in a post-effective amendment by these
                           paragraphs is contained in periodic  reports filed by
                           the  Registrant  pursuant  to  Section  13 or Section
                           15(d) of the  Exchange Act that are  incorporated  by
                           reference in the Registration Statement.

     (2)  That,  for  the  purpose  of  determining   any  liability  under  the
          Securities Act of 1933,  each such  post-effective  amendment shall be
          deemed to be a new Registration  Statement  relating to the securities
          offered  therein,  and the  offering of such  securities  at that time
          shall be deemed to be the initial bona fide offering thereof.

     (3)  To remove from registration by means of a post-effective amendment any
          of  the  securities  being  registered  which  remain  unsold  at  the
          termination of the offering.

(a)  The  undersigned   Registrant  hereby  undertakes  that,  for  purposes  of
     determining  any liability under the Securities Act of 1933, each filing of
     the  Registrant's  annual report pursuant to Section 13(a) or Section 15(d)
     of the Exchange Act that is incorporated  by reference in the  Registration
     Statement shall be deemed to be a new  Registration  Statement  relating to
     the securities offered therein, and the offering of such securities at that
     time shall be deemed to be the initial bona fide offering thereof.

(b)  Insofar as indemnification for liabilities arising under the Securities Act
     of 1933 may be permitted to directors,  officers and controlling persons of
     the  Registrant  pursuant to the foregoing  provisions,  or otherwise,  the
     Registrant  has been  advised  that in the  opinion of the  Securities  and
     Exchange  Commission  such  indemnification  is  against  public  policy as
     expressed in the Act and is, therefore,  unenforceable. In the event that a
     claim for indemnification  against such liabilities (other than the payment
     by the  Registrant of expenses  incurred or paid by a director,  officer of
     controlling  person of the  Registrant  in the  successful  defense  of any
     action,  suit or  proceeding)  is  asserted  by such  director,  officer or
     controlling  person of the  Registrant  in connection  with the  securities
     being registered, the Registrant will, unless in the opinion of its counsel
     the matter has been settled by controlling precedent,  submit to a court of
     appropriate jurisdiction the question whether such indemnification by it is
     against  public  policy as expressed in the Act and will be governed by the
     final adjudication of such issue.



                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  of  the  undersigned,  thereunto  duly
authorized,  in the City of  Cleveland,  State of Ohio,  on this  19th day of
August, 1998.

                               FOREST CITY ENTERPRISES, INC.
                                  (Registrant)

                                By:      /s/ THOMAS G. SMITH
                                Thomas G. Smith, Senior Vice
                                President, Chief Financial Officer and Secretary


         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities indicated.*



/s/ CHARLES A. RATNER         Chief Executive Officer, President and Director
Charles A. Ratner


/s/ THOMAS G. SMITH           Chief Financial Officer, Senior Vice President and
Thomas G. Smith               Secretary


/s/ WILLIAM M. WARREN         General Counsel, Assistant Secretary and Senior
William M. Warren             Vice President


/s/ JAMES A. RATNER           Executive Vice President and Director
James A. Ratner


/s/ RONALD A. RATNER          Executive Vice President and Director
Ronald A. Ratner


/s/ LINDA M. KANE             Vice President - Corporate Controller
Linda M. Kane


<PAGE>



/s/ MINTA A. MONCHEIN         Vice President - Human Resources
Minta A. Monchein


/s/ SAMUEL H. MILLER          Treasurer, Co-Chairman of the Board and Director
Samuel H. Miller


/s/ ALLAN C. KRULAK           Vice President - Director of Community Affairs
Allan C. Krulak


/s/ ALBERT B. RATNER          Co-Chairman of the Board and Director
Albert B. Ratner


/s/ BRIAN J. RATNER           Senior Vice President-Development and Director
Brian J. Ratner


/s/ SCOTT S. COWEN            Director
Scott S. Cowen


/s/ MICHAEL P. ESPOSITO, JR.  Director
Michael P. Esposito, Jr.


/s/ JERRY V. JARRETT          Director
Jerry V. Jarrett


/s/ DEBORAH RATNER SALZBERG   Director
Deborah Ratner Salzberg


/s/ JOAN K. SHAFRAN           Director
Joan K. Shafran


/s/ J MAURICE STRUCHEN        Director
J Maurice Struchen

     *Pursuant to authority  granted by powers of attorney,  copies of which are
filed herewith.


<PAGE>



                                  EXHIBIT INDEX


Exhibit Number         Exhibit Description                   Page Number

4.1     Articles of Incorporation of Forest City            Incorporated
        Enterprises, Inc. and all amendments thereto        by reference

4.2     Certificate of Amendment by Shareholders to         Incorporated
        the Amended Articles of Incorporation (6/24/97)     by reference

4.3     Description of Certificate of Amendment by                 8
        Shareholders to the Amended Articles of
        Incorporation (6/16/98) 

4.4     Amended Code of Regulations of Forest City          Incorporated
        Enterprises, Inc.                                   by reference

4.5     Description of specimen certificate of                     9
        Class A Common shares

4.6     1994 Stock Option Plan                              Incorporated
                                                            by reference

4.7     First Amendment to the Forest City Enterprises,            10
        Inc. 1994 Stock Option Plan

4.8     First Amendment to Stock Option Agreement for              11
        Incentive Stock Option and Non-Qualified Agreement

5       Opinion Letter of William M. Warren                        13

23.1    Consent of PriceWaterhouseCoopers, Independent             14
        Public Accountants

23.2    Consent of William M. Warren (included in his              13
        opinion and filed as Exhibit 5 hereto)

24      Powers of Attorney                                         15


<PAGE>

                                EXHIBIT NO. 4.3


     The  Certificate of Amendment by  Shareholders  to the Amended  Articles of
Incorporation  is a form  prescribed by the Secretary of State of Ohio which has
been completed to reflect the meeting of shareholders  and the affirmative  vote
for the following resolution:


     RESOLVED:  That  Section  A of  Article  IV  of  the  Amended  Articles  of
                Incorporation shall be amended to read as follows:

                                   Article IV
                                 Capital Stock

A.  Authorized  Shares
The number of shares  which the  Corporation  is  authorized  to have issued and
outstanding is  137,000,000  shares  consisting of 96,000,000  shares of Class A
Common  Stock  with a par  value of $.33 1/3 per share  (hereinafter  designated
"Class A Common  Stock"),  36,000,000  shares of Class B Common Stock with a par
value of $.33 1/3 per share (hereinafter designated "Class B Common Stock"), and
5,000,000  shares of Preferred Stock without par value  (hereinafter  designated
"Preferred Stock")


<PAGE>


                                EXHIBIT NO. 4.5


     The Forest City  Enterprises,  Inc.,  Class A Certificate of Stock is green
with  a  facsimile  of  the  Statue  of  Liberty  located  at  the  top  of the
certificate.  It exhibits the Corporate  Seal,  the CUSIP number,  the number of
shares of Class A Common  Stock,  certifies the the owner of those shares and is
executed by the President and Secretary of the Company.



<PAGE>

                               EXHIBIT NO. 4.7

                                                                            
                             FIRST AMENDMENT TO THE
                          FOREST CITY ENTERPRISES, INC.
                             1994 STOCK OPTION PLAN

     This  First   Amendment   (the  "First   Amendment")  to  the  Forest  City
Enterprises, Inc. 1994 Stock Option Plan (the "Plan") is made as of June 9, 1998
by the Compensation Committee of Forest City Enterprises, Inc. (the "Company").

                                   WITNESSETH:

     WHEREAS,  the Company's  Shareholders  adopted the Plan on June 14, 1994 at
the Annual Meeting of Shareholders; and

     WHEREAS,  the Company's  Board of Directors  recommended the adoption of an
amendment  to the Plan to  increase  the  number  of share  awards  (the  "Share
Awards") by 750,000, thereby allowing for a total of 1,125,000 shares of Class A
common stock to be awarded as stock options during the term of the Plan;

     NOW  THEREFORE,  the  Compensation  Committee  of the  Company's  Board  of
Directors,  pursuant to  Shareholder  approval,  does  hereby  amend the Plan as
follows:

         The  250,000  figure in the  second  sentence  of  Section 5B is hereby
         deleted and replaced with 1,125,000.

         THEREFORE, the amended Section 5B provision now reads as follows:

         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  1,125,000
                  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 25,000
                  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.

         Except as specifically  modified herein, the Plan remains in full force
and effect.
         IN  WITNESS  WHEREOF,  the  Compensation  Committee  of  the  Board  of
Directors  of the  Company  has caused  this First  Amendment  to be executed in
several  counterparts as of the date set forth above,  each of which counterpart
shall  be  deemed  to be an  original,  and  all  of  which  shall  collectively
constitute  an  agreement,  and the  signature of any Director  appearing on any
counterpart shall be deemed to appear on all such counterparts.

                                  FOREST CITY ENTERPRISES, INC.
                                  Compensation Committee


                                  By:   /s/ JERRY V. JARRETT
                                        Jerry V. Jarrett, Director and Chairman


                                        /s/ SCOTT S. COWEN
                                        Scott S. Cowen, Director

                                        /s/ MICHAEL P. ESPOSITO, JR
                                        Michael P. Esposito, Jr., Director


                                        /s/ J MAURICE STRUCHEN
                                        J Maurice Struchen, Director



<PAGE>

                              EXHIBIT NO. 4.8


                   FIRST AMENDMENT TO STOCK OPTION AGREEMENT


         THE UNDERSIGNED,  Forest City Enterprises, Inc., an Ohio corporation of
Cleveland  (the  "Company"),  and  ___________________,  (the  "Employee"),  are
executing  this First  Amendment to Stock  Option  Agreement  (the  "Amendment")
effective as of the 17th day of February, 1997.

                               W I T N E S S E T H

         WHEREAS,  the undersigned  parties entered into that certain  Agreement
dated  December 3, 1996 in which the  Employee was granted an option to purchase
under the 1994 Stock Option Plan (the "Plan") an aggregate of ________ shares of
the presently  authorized $.33-1/3 par value Class A Common Stock of the Company
(the  "Incentive  Stock  Option") at an option  price of $43.125 per share,  the
price as of the close of business on September 9, 1996, (the "Option Price").

         WHEREAS,  the  Company  granted  a 3 for 2 stock  split of the  Class A
Common Stock to all  shareholders of record on February 3, 1997, to be effective
February 17, 1997.

         WHEREAS,  pursuant  to  Section  9 of the  Plan  and  Section  8 of the
Agreement,  the  Compensation  Committee is  authorized  to adjust the number of
Incentive  Stock  Option  shares and the Option Price in relation to the 3 for 2
stock split.

          NOW THEREFORE, the undersigned parties agree to amend the Agreement as
          follows:

          1.  Section 1, "Grant of Option"  shall be deleted in its entirety and
          the following language shall be inserted:

                           1.  GRANT  OF  OPTION.  The  Company  grants  to  the
                           Employee  as of  February  17,  1997 (the  "Effective
                           Date")  an option to  purchase  under the 1994  Stock
                           Option Plan (the  "Plan") an  aggregate of 900 shares
                           of the presently  authorized $.33-1/3 par value Class
                           A Common Stock of the Company (the  "Incentive  Stock
                           Option") which Incentive Stock Option, subject to all
                           terms and conditions  hereinafter set forth, shall be
                           exercisable by the Employee over the option period as
                           hereinafter described.

          2. Section 2, "Option  Price" shall be deleted in its entirety and the
          following language shall be inserted:

                           2. OPTION PRICE. In connection with the 3 for 2 stock
                           split of the Class A Common  Stock,  the Option Price
                           with  respect to the shares of stock  covered by this
                           Agreement  (the "Option  Shares") shall be $28.75 per
                           share as of the Effective Date.

          3. A new Section 17  "Effective  Date"  shall be inserted  and read as
          follows:

                           17.EFFECTIVE  DATE. This Agreement is effective as of
                           September 9, 1996.

          4.  Except  as  expressly   amended  herein,   the  Agreement  remains
          unmodified and in full force and effect.

         IN WITNESS  WHEREOF,  the  undersigned  have duly  executed  this First
Amendment to Stock Option Agreement as of the _______ day of __________________,
1997.

                                        FOREST CITY ENTERPRISES, INC.


                                        /s/ THOMAS G. SMITH
                                        Thomas G. Smith, Chief Financial Officer
                                        and Senior Vice President


                                        -----------------------------------
                                        ___________________, Employee



<PAGE>
                              EXHIBIT NO. 4.8


                    FIRST AMENDMENT TO STOCK OPTION AGREEMENT


         THE UNDERSIGNED,  Forest City Enterprises, Inc., an Ohio corporation of
Cleveland (the "Company"),  and _____________,  (the "Employee"),  are executing
this First Amendment to Stock Option Agreement (the "Amendment") effective as of
the 17th day of February, 1997.

                               W I T N E S S E T H
         WHEREAS,  the undersigned  parties entered into that certain  Agreement
dated October 17, 1996 in which the Employee was granted a  nonqualified  option
to  purchase  under the 1994 Stock  Option  Plan (the  "Plan") an  aggregate  of
________  shares of the presently  authorized  $.33-1/3 par value Class A Common
Stock of the Company  (the  "Nonqualified  Stock  Option") at an option price of
$43.125 per share,  the price as of the close of business on  September 9, 1996,
(the "Option Price").

         WHEREAS,  the  Company  granted  a 3 for 2 stock  split of the  Class A
Common Stock to all  shareholders of record on February 3, 1997, to be effective
February 17, 1997.

         WHEREAS,  pursuant  to  Section  9 of the  Plan  and  Section  8 of the
Agreement,  the  Compensation  Committee is  authorized  to adjust the number of
Nonqualified Stock Option shares and the Option Price in relation to the 3 for 2
stock split.

          NOW  THEREFORE,  the undersigned  parties agree to amend the Agreement
               as follows:

          1.   Section 1, "Grant of Option" shall be deleted in its entirety and
               the following language shall be inserted:

                           1.  GRANT  OF  OPTION.  The  Company  grants  to  the
                           Employee  as of  February  17,  1997 (the  "Effective
                           Date") a nonqualified  stock option to purchase under
                           the 1994 Stock  Option Plan (the "Plan") an aggregate
                           of 9,000 shares of the presently  authorized $.33-1/3
                           par value Class A Common  Stock of the  Company  (the
                           "Nonqualified Stock Option") which Nonqualified Stock
                           Option,   subject   to  all  terms   and   conditions
                           hereinafter  set forth,  shall be  exercisable by the
                           Employee  over  the  option  period  as   hereinafter
                           discussed.

          2.   Section 2,  "Option  Price"  shall be deleted in its entirety and
               the following language shall be inserted:

                           2. OPTION PRICE. In connection with the 3 for 2 stock
                           split of the Class A Common  Stock,  the Option Price
                           with  respect to the shares of stock  covered by this
                           Agreement  (the "Option  Shares") shall be $28.75 per
                           share as of the Effective Date.

          3.   Section  16,  "Taxes/Governing  Laws"  shall  be  deleted  in its
               entirety and the following language shall be inserted:

                           16.  TAXES/GOVERNING  LAWS. This  nonqualified  stock
                           option is hereby  designated as not  constituting  an
                           "incentive   stock  option"  within  the  meaning  of
                           section 422 of the Internal  Revenue Code of 1986, as
                           amended;  this  Agreement  shall be  interpreted  and
                           treated  consistently  with  this  designation.  This
                           Agreement  shall be governed by the laws of the State
                           of Ohio.

          4.   A new Section 17  "Effective  Date" shall be inserted and read as
               follows:.
                           17.EFFECTIVE  DATE. This Agreement is effective as of
                           September 9, 1996.

                          
          5.   Except  as  expressly  amended  herein,   the  Agreement  remains
               unmodified and in full force and effect.

         IN WITNESS  WHEREOF,  the  undersigned  have duly  executed  this First
Amendment to Stock Option Agreement as of the _______ day of __________________,
1997.
                                        FOREST CITY ENTERPRISES, INC.


                                        /s/ THOMAS G. SMITH
                                        Thomas G. Smith, Chief Financial Officer
                                        and Senior Vice President


                                        -----------------------------------
                                        _______________, Employee

<PAGE>



                             EXHIBIT NOS. 5 and 23.2

                                August 19, 1998

Securities and Exchange Commission
450 5th Street, N.W., Judiciary Plaza
Washington, D.C. 20549

Re:      Forest City Enterprises, Inc. 1994 Stock Option Plan

Ladies and Gentlemen:

As Senior  Vice  President,  General  Counsel  and  Secretary  for  Forest  City
Enterprises,  Inc., I am familiar  with the Forest City  Enterprises,  Inc. 1994
Stock Option Plan (the "Plan") and the 2,250,000  shares permitted to be awarded
under the Plan (the "Shares").

I have  also made such  further  investigation  as I have  deemed  necessary  to
express the opinions herein stated.

I am of the opinion that the Shares which are hereafter  issued upon exercise of
options duly granted  under and in  accordance  with the terms of the Plan will,
upon the  payment of the  consideration  therefor  required  by the terms of the
Plan, be duly and validly issued, fully paid and non-assessable.

I consent to the use of this opinion as an Exhibit to the Registration Statement
on Form S-8 being filed with the  Securities and Exchange  Commission  under the
Securities  Act of 1933,  as  amended,  with  respect to the  Shares  registered
thereunder, and to any references to me in such Registration Statement.

The  foregoing  opinions  are  limited  to the laws of the State of Ohio and the
Federal laws of the United States. This opinion is limited to the matters stated
herein as of the date hereof. I disavow any obligation to update this opinion or
advise you of any  changes  in my opinion in the event of changes in  applicable
laws or facts or if additional or newly discovered  information is brought to my
attention.  This  opinion is provided to you as a legal  opinion  only and not a
guaranty  or  warranty  of the  matters  discussed  herein  or in the  documents
referred to herein.

This opinion is solely for the benefit of the Securities and Exchange Commission
and may not be relied upon by, or communicated  to, and other person or used for
any purpose other than in connection  with the issuance of Class A Common shares
pursuant to the Plan.

                                      Very truly yours,

                                      /s/ WILLIAM. M. WARREN
                                      William M. Warren
                                      Senior Vice President, General Counsel and
                                      Secretary




<PAGE>


                            EXHIBIT NO. 23.1


                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

     We consent to the incorporation by reference in the registration  statement
of Forest City  Enterprises,  Inc.  and  subsidiaries  on Form S-8 of our report
dated March 11, 1998,  except for Notes F, G and Q as to which the date is April
20, 1998 on our audits of the  consolidated  financial  statements and financial
statement  schedules of Forest City  Enterprises,  Inc. and  subsidiaries  as of
January 31, 1998 and 1997,  and for the years ended  January 31, 1998,  1997 and
1996,  which report is  incorporated  by reference in the Annual  Report on Form
10-K of Forest City Enterprises, Inc. and subsidiaries for the year fiscal ended
January 31, 1998.

                                        PriceWaterhouseCoopers


Cleveland, Ohio
August 19, 1998


<PAGE>                                                        


                                                             
                               EXHIBIT NO. 24


                                POWER OF ATTORNEY


         KNOW  ALL MEN BY  THESE  PRESENTS  that  the  undersigned  does  hereby
constitute and appoint CHARLES A. RATNER, THOMAS G. SMITH and WILLIAM M. WARREN,
or any of them, with full power of substitution and resubstitution,  as his true
and lawful attorney and agent to do any and all acts and things, and execute any
or all  instruments  which  said  attorney  and  agent  may deem  necessary  and
advisable to enable him to comply with the  Securities  and Exchange Act of 1933
and  any  rules  and  regulations  of the  Securities  and  Exchange  Commission
promulgated  thereunder in connection  with the  registration of common stock or
other securities of Forest City  Enterprises,  Inc. (the  "Company"),  including
specifically, but without limitation thereof, power of attorney to sign his name
to a Form S-8 Registration Statement,  and any amendments or supplements and any
applications or other documents  filed in connection  thereto,  to be filed with
the  Securities  and  Exchange  Commission  in respect of common  stock or other
securities  which the Company  grants under its 1994 Stock Option Plan,  and the
undersigned  does hereby  ratify and confirm  all that said  attorney  and agent
shall do or cause to be done by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has executed this power of attorney
on this 29th day of June, 1998.


                                            ------------------------------------
                                             SCOTT S. COWEN


STATE OF OHIO              )
                                    )       SS:
COUNTY OF CUYAHOGA         )

         BEFORE ME, a Notary Public in and for said County and State, personally
appeared the above named SCOTT S. COWEN, who  acknowledged  that he did sign the
foregoing instrument and that the same is his free act and deed.

         I have hereunto set my hand and official  seal at  ___________________,
Ohio, this 29th day of June, 1998.


                                            ------------------------------------
                                             Notary Public


<PAGE>



                                       
                               EXHIBIT NO. 24


                                POWER OF ATTORNEY


         KNOW  ALL MEN BY  THESE  PRESENTS  that  the  undersigned  does  hereby
constitute and appoint CHARLES A. RATNER, THOMAS G. SMITH and WILLIAM M. WARREN,
or any of them, with full power of substitution and resubstitution,  as his true
and lawful attorney and agent to do any and all acts and things, and execute any
or all  instruments  which  said  attorney  and  agent  may deem  necessary  and
advisable to enable him to comply with the  Securities  and Exchange Act of 1933
and  any  rules  and  regulations  of the  Securities  and  Exchange  Commission
promulgated  thereunder in connection  with the  registration of common stock or
other securities of Forest City  Enterprises,  Inc. (the  "Company"),  including
specifically, but without limitation thereof, power of attorney to sign his name
to a Form S-8 Registration Statement,  and any amendments or supplements and any
applications or other documents  filed in connection  thereto,  to be filed with
the  Securities  and  Exchange  Commission  in respect of common  stock or other
securities  which the Company  grants under its 1994 Stock Option Plan,  and the
undersigned  does hereby  ratify and confirm  all that said  attorney  and agent
shall do or cause to be done by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has executed this power of attorney
on this 25th day of June, 1998.


                                            ------------------------------------
                                            MICHAEL P. ESPOSITO, JR.


STATE OF OHIO              )
                                    )       SS:
COUNTY OF CUYAHOGA         )

         BEFORE ME, a Notary Public in and for said County and State, personally
appeared the above named MICHAEL P. ESPOSITO,  JR., who acknowledged that he did
sign the foregoing instrument and that the same is his free act and deed.

         I have hereunto set my hand and official  seal at  ___________________,
Ohio, this 25th day of June, 1998.


                                            ------------------------------------
                                            Notary Public


<PAGE>



                                                                      
                               EXHIBIT NO. 24


                                POWER OF ATTORNEY


         KNOW  ALL MEN BY  THESE  PRESENTS  that  the  undersigned  does  hereby
constitute and appoint CHARLES A. RATNER, THOMAS G. SMITH and WILLIAM M. WARREN,
or any of them, with full power of substitution and resubstitution,  as his true
and lawful attorney and agent to do any and all acts and things, and execute any
or all  instruments  which  said  attorney  and  agent  may deem  necessary  and
advisable to enable him to comply with the  Securities  and Exchange Act of 1933
and  any  rules  and  regulations  of the  Securities  and  Exchange  Commission
promulgated  thereunder in connection  with the  registration of common stock or
other securities of Forest City  Enterprises,  Inc. (the  "Company"),  including
specifically, but without limitation thereof, power of attorney to sign his name
to a Form S-8 Registration Statement,  and any amendments or supplements and any
applications or other documents  filed in connection  thereto,  to be filed with
the  Securities  and  Exchange  Commission  in respect of common  stock or other
securities  which the Company  grants under its 1994 Stock Option Plan,  and the
undersigned  does hereby  ratify and confirm  all that said  attorney  and agent
shall do or cause to be done by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has executed this power of attorney
on this 30th day of June, 1998.


                                            ------------------------------------
                                            JERRY V. JARRETT


STATE OF OHIO              )
                                    )       SS:
COUNTY OF CUYAHOGA         )

         BEFORE ME, a Notary Public in and for said County and State, personally
appeared the above named JERRY V. JARRETT, who acknowledged that he did sign the
foregoing instrument and that the same is his free act and deed.

         I have hereunto set my hand and official  seal at  ___________________,
Ohio, this 30th day of June, 1998.


                                            ------------------------------------
                                            Notary Public


<PAGE>



                                           
                               EXHIBIT NO. 24


                                POWER OF ATTORNEY


         KNOW  ALL MEN BY  THESE  PRESENTS  that  the  undersigned  does  hereby
constitute and appoint  CHARLES A. RATNER and THOMAS G. SMITH or either of them,
with full  power of  substitution  and  resubstitution,  as his true and  lawful
attorney  and agent to do any and all acts and  things,  and  execute any or all
instruments  which said  attorney and agent may deem  necessary and advisable to
enable him to comply with the  Securities and Exchange Act of 1933 and any rules
and regulations of the Securities and Exchange Commission promulgated thereunder
in  connection  with the  registration  of common stock or other  securities  of
Forest City  Enterprises,  Inc. (the  "Company"),  including  specifically,  but
without  limitation  thereof,  power of  attorney to sign his name to a Form S-8
Registration  Statement,  and any amendments or supplements and any applications
or other documents filed in connection  thereto, to be filed with the Securities
and Exchange Commission in respect of common stock or other securities which the
Company grants under its 1994 Stock Option Plan, and the undersigned does hereby
ratify and confirm all that said attorney and agent shall do or cause to be done
by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has executed this power of attorney
on this 7th day of July, 1998.


                                            ------------------------------------
                                            SAMUEL H. MILLER


STATE OF OHIO              )
                                    )       SS:
COUNTY OF CUYAHOGA         )

         BEFORE ME, a Notary Public in and for said County and State, personally
appeared the above named SAMUEL H. MILLER, who acknowledged that he did sign the
foregoing instrument and that the same is his free act and deed.

         I have hereunto set my hand and official  seal at  ___________________,
Ohio, this 7th day of July, 1998.


                                            ------------------------------------
                                            Notary Public


<PAGE>



                                                                       
                               EXHIBIT NO. 24


                                POWER OF ATTORNEY


         KNOW  ALL MEN BY  THESE  PRESENTS  that  the  undersigned  does  hereby
constitute and appoint CHARLES A. RATNER, THOMAS G. SMITH and WILLIAM M. WARREN,
or any of them, with full power of substitution and resubstitution,  as his true
and lawful attorney and agent to do any and all acts and things, and execute any
or all  instruments  which  said  attorney  and  agent  may deem  necessary  and
advisable to enable him to comply with the  Securities  and Exchange Act of 1933
and  any  rules  and  regulations  of the  Securities  and  Exchange  Commission
promulgated  thereunder in connection  with the  registration of common stock or
other securities of Forest City  Enterprises,  Inc. (the  "Company"),  including
specifically, but without limitation thereof, power of attorney to sign his name
to a Form S-8 Registration Statement,  and any amendments or supplements and any
applications or other documents  filed in connection  thereto,  to be filed with
the  Securities  and  Exchange  Commission  in respect of common  stock or other
securities  which the Company  grants under its 1994 Stock Option Plan,  and the
undersigned  does hereby  ratify and confirm  all that said  attorney  and agent
shall do or cause to be done by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has executed this power of attorney
on this 24th day of June, 1998.


                                            ------------------------------------
                                            ALBERT B. RATNER


STATE OF OHIO              )
                                    )       SS:
COUNTY OF CUYAHOGA         )

         BEFORE ME, a Notary Public in and for said County and State, personally
appeared the above named ALBERT B. RATNER, who acknowledged that he did sign the
foregoing instrument and that the same is his free act and deed.

         I have hereunto set my hand and official  seal at  ___________________,
Ohio, this 24th day of June, 1998.


                                            ------------------------------------
                                            Notary Public


<PAGE>



                                                                     
                               EXHIBIT NO. 24


                                POWER OF ATTORNEY


         KNOW  ALL MEN BY  THESE  PRESENTS  that  the  undersigned  does  hereby
constitute and appoint CHARLES A. RATNER, THOMAS G. SMITH and WILLIAM M. WARREN,
or any of them, with full power of substitution and resubstitution,  as his true
and lawful attorney and agent to do any and all acts and things, and execute any
or all  instruments  which  said  attorney  and  agent  may deem  necessary  and
advisable to enable him to comply with the  Securities  and Exchange Act of 1933
and  any  rules  and  regulations  of the  Securities  and  Exchange  Commission
promulgated  thereunder in connection  with the  registration of common stock or
other securities of Forest City  Enterprises,  Inc. (the  "Company"),  including
specifically, but without limitation thereof, power of attorney to sign his name
to a Form S-8 Registration Statement,  and any amendments or supplements and any
applications or other documents  filed in connection  thereto,  to be filed with
the  Securities  and  Exchange  Commission  in respect of common  stock or other
securities  which the Company  grants under its 1994 Stock Option Plan,  and the
undersigned  does hereby  ratify and confirm  all that said  attorney  and agent
shall do or cause to be done by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has executed this power of attorney
on this 29th day of June, 1998.


                                            ------------------------------------
                                            BRIAN J. RATNER


STATE OF OHIO              )
                                    )       SS:
COUNTY OF CUYAHOGA         )

         BEFORE ME, a Notary Public in and for said County and State, personally
appeared the above named BRIAN J. RATNER,  who acknowledged that he did sign the
foregoing instrument and that the same is his free act and deed.

         I have hereunto set my hand and official  seal at  ___________________,
Ohio, this 29th day of June, 1998.


                                            ------------------------------------
                                            Notary Public


<PAGE>



                                                                  
                               EXHIBIT NO. 24


                                POWER OF ATTORNEY


         KNOW  ALL MEN BY  THESE  PRESENTS  that  the  undersigned  does  hereby
constitute and appoint THOMAS G. SMITH and WILLIAM M. WARREN, or either of them,
with full  power of  substitution  and  resubstitution,  as his true and  lawful
attorney  and agent to do any and all acts and  things,  and  execute any or all
instruments  which said  attorney and agent may deem  necessary and advisable to
enable him to comply with the  Securities and Exchange Act of 1933 and any rules
and regulations of the Securities and Exchange Commission promulgated thereunder
in  connection  with the  registration  of common stock or other  securities  of
Forest City  Enterprises,  Inc. (the  "Company"),  including  specifically,  but
without  limitation  thereof,  power of  attorney to sign his name to a Form S-8
Registration  Statement,  and any amendments or supplements and any applications
or other documents filed in connection  thereto, to be filed with the Securities
and Exchange Commission in respect of common stock or other securities which the
Company grants under its 1994 Stock Option Plan, and the undersigned does hereby
ratify and confirm all that said attorney and agent shall do or cause to be done
by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has executed this power of attorney
on this 24th day of June, 1998.


                                            ------------------------------------
                                            CHARLES A. RATNER


STATE OF OHIO              )
                                    )       SS:
COUNTY OF CUYAHOGA         )

         BEFORE ME, a Notary Public in and for said County and State, personally
appeared the above named CHARLES A. RATNER,  who  acknowledged  that he did sign
the foregoing instrument and that the same is his free act and deed.

         I have hereunto set my hand and official  seal at  ___________________,
Ohio, this 24th day of June, 1998.


                                            ------------------------------------
                                            Notary Public


<PAGE>



                                                                   
                               EXHIBIT NO. 24


                                POWER OF ATTORNEY


         KNOW  ALL MEN BY  THESE  PRESENTS  that  the  undersigned  does  hereby
constitute and appoint CHARLES A. RATNER, THOMAS G. SMITH and WILLIAM M. WARREN,
or any of them, with full power of substitution and resubstitution,  as his true
and lawful attorney and agent to do any and all acts and things, and execute any
or all  instruments  which  said  attorney  and  agent  may deem  necessary  and
advisable to enable him to comply with the  Securities  and Exchange Act of 1933
and  any  rules  and  regulations  of the  Securities  and  Exchange  Commission
promulgated  thereunder in connection  with the  registration of common stock or
other securities of Forest City  Enterprises,  Inc. (the  "Company"),  including
specifically, but without limitation thereof, power of attorney to sign his name
to a Form S-8 Registration Statement,  and any amendments or supplements and any
applications or other documents  filed in connection  thereto,  to be filed with
the  Securities  and  Exchange  Commission  in respect of common  stock or other
securities  which the Company  grants under its 1994 Stock Option Plan,  and the
undersigned  does hereby  ratify and confirm  all that said  attorney  and agent
shall do or cause to be done by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has executed this power of attorney
on this 25th day of June, 1998.


                                            ------------------------------------
                                            JAMES A. RATNER


STATE OF OHIO              )
                                    )       SS:
COUNTY OF CUYAHOGA         )

         BEFORE ME, a Notary Public in and for said County and State, personally
appeared the above named JAMES A. RATNER,  who acknowledged that he did sign the
foregoing instrument and that the same is his free act and deed.

         I have hereunto set my hand and official  seal at  ___________________,
Ohio, this 25th day of June, 1998.


                                            ------------------------------------
                                            Notary Public


<PAGE>



                                                                
                               EXHIBIT NO. 24


                                POWER OF ATTORNEY


         KNOW  ALL MEN BY  THESE  PRESENTS  that  the  undersigned  does  hereby
constitute and appoint CHARLES A. RATNER, THOMAS G. SMITH and WILLIAM M. WARREN,
or any of them, with full power of substitution and resubstitution,  as his true
and lawful attorney and agent to do any and all acts and things, and execute any
or all  instruments  which  said  attorney  and  agent  may deem  necessary  and
advisable to enable him to comply with the  Securities  and Exchange Act of 1933
and  any  rules  and  regulations  of the  Securities  and  Exchange  Commission
promulgated  thereunder in connection  with the  registration of common stock or
other securities of Forest City  Enterprises,  Inc. (the  "Company"),  including
specifically, but without limitation thereof, power of attorney to sign his name
to a Form S-8 Registration Statement,  and any amendments or supplements and any
applications or other documents  filed in connection  thereto,  to be filed with
the  Securities  and  Exchange  Commission  in respect of common  stock or other
securities  which the Company  grants under its 1994 Stock Option Plan,  and the
undersigned  does hereby  ratify and confirm  all that said  attorney  and agent
shall do or cause to be done by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has executed this power of attorney
on this 25th day of June, 1998.


                                            ------------------------------------
                                            RONALD A. RATNER


STATE OF OHIO              )
                                    )       SS:
COUNTY OF CUYAHOGA         )

         BEFORE ME, a Notary Public in and for said County and State, personally
appeared the above named RONALD A. RATNER, who acknowledged that he did sign the
foregoing instrument and that the same is his free act and deed.

         I have hereunto set my hand and official  seal at  ___________________,
Ohio, this 25th day of June, 1998.


                                            ------------------------------------
                                            Notary Public


<PAGE>



                                                               
                               EXHIBIT NO. 24


                                POWER OF ATTORNEY


         KNOW  ALL MEN BY  THESE  PRESENTS  that  the  undersigned  does  hereby
constitute and appoint CHARLES A. RATNER, THOMAS G. SMITH and WILLIAM M. WARREN,
or any of them, with full power of substitution and resubstitution,  as her true
and lawful attorney and agent to do any and all acts and things, and execute any
or all  instruments  which  said  attorney  and  agent  may deem  necessary  and
advisable to enable her to comply with the  Securities  and Exchange Act of 1933
and  any  rules  and  regulations  of the  Securities  and  Exchange  Commission
promulgated  thereunder in connection  with the  registration of common stock or
other securities of Forest City  Enterprises,  Inc. (the  "Company"),  including
specifically, but without limitation thereof, power of attorney to sign his name
to a Form S-8 Registration Statement,  and any amendments or supplements and any
applications or other documents  filed in connection  thereto,  to be filed with
the  Securities  and  Exchange  Commission  in respect of common  stock or other
securities  which the Company  grants under its 1994 Stock Option Plan,  and the
undersigned  does hereby  ratify and confirm  all that said  attorney  and agent
shall do or cause to be done by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has executed this power of attorney
on this 25th day of June, 1998.


                                            ------------------------------------
                                            DEBORAH RATNER SALZBERG


STATE OF OHIO              )
                                    )       SS:
COUNTY OF CUYAHOGA         )

         BEFORE ME, a Notary Public in and for said County and State, personally
appeared the above named DEBORAH RATNER SALZBERG,  who acknowledged that she did
sign the foregoing instrument and that the same is her free act and deed.

         I have hereunto set my hand and official  seal at  ___________________,
Ohio, this 25th day of June, 1998.


                                            ------------------------------------
                                            Notary Public


<PAGE>



                                                                 
                               EXHIBIT NO. 24


                                POWER OF ATTORNEY


         KNOW  ALL MEN BY  THESE  PRESENTS  that  the  undersigned  does  hereby
constitute and appoint CHARLES A. RATNER, THOMAS G. SMITH and WILLIAM M. WARREN,
or any of them, with full power of substitution and resubstitution,  as her true
and lawful attorney and agent to do any and all acts and things, and execute any
or all  instruments  which  said  attorney  and  agent  may deem  necessary  and
advisable to enable her to comply with the  Securities  and Exchange Act of 1933
and  any  rules  and  regulations  of the  Securities  and  Exchange  Commission
promulgated  thereunder in connection  with the  registration of common stock or
other securities of Forest City  Enterprises,  Inc. (the  "Company"),  including
specifically, but without limitation thereof, power of attorney to sign his name
to a Form S-8 Registration Statement,  and any amendments or supplements and any
applications or other documents  filed in connection  thereto,  to be filed with
the  Securities  and  Exchange  Commission  in respect of common  stock or other
securities  which the Company  grants under its 1994 Stock Option Plan,  and the
undersigned  does hereby  ratify and confirm  all that said  attorney  and agent
shall do or cause to be done by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has executed this power of attorney
on this 24th day of June, 1998.


                                            ------------------------------------
                                            JOAN SHAFRAN


STATE OF MASSACHUSETTS     )
                                            )        SS:
COUNTY OF SUFFOLK          )

         BEFORE ME, a Notary Public in and for said County and State, personally
appeared the above named JOAN SHAFRAN,  who  acknowledged  that she did sign the
foregoing instrument and that the same is her free act and deed.

         I have hereunto set my hand and official  seal at  ___________________,
Massachusetts, this 24th day of June, 1998.


                                             -----------------------------------
                                             Notary Public


<PAGE>



                                                              
                               EXHIBIT NO. 24


                                POWER OF ATTORNEY


         KNOW  ALL MEN BY  THESE  PRESENTS  that  the  undersigned  does  hereby
constitute and appoint CHARLES A. RATNER, THOMAS G. SMITH and WILLIAM M. WARREN,
or any of them, with full power of substitution and resubstitution,  as his true
and lawful attorney and agent to do any and all acts and things, and execute any
or all  instruments  which  said  attorney  and  agent  may deem  necessary  and
advisable to enable him to comply with the  Securities  and Exchange Act of 1933
and  any  rules  and  regulations  of the  Securities  and  Exchange  Commission
promulgated  thereunder in connection  with the  registration of common stock or
other securities of Forest City  Enterprises,  Inc. (the  "Company"),  including
specifically, but without limitation thereof, power of attorney to sign his name
to a Form S-8 Registration Statement,  and any amendments or supplements and any
applications or other documents  filed in connection  thereto,  to be filed with
the  Securities  and  Exchange  Commission  in respect of common  stock or other
securities  which the Company  grants under its 1994 Stock Option Plan,  and the
undersigned  does hereby  ratify and confirm  all that said  attorney  and agent
shall do or cause to be done by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has executed this power of attorney
on this 29th day of June, 1998.


                                             -----------------------------------
                                             J MAURICE STRUCHEN


STATE OF OHIO              )
                                    )       SS:
COUNTY OF CUYAHOGA         )

         BEFORE ME, a Notary Public in and for said County and State, personally
appeared the above named J MAURICE  STRUCHEN,  who acknowledged that he did sign
the foregoing instrument and that the same is his free act and deed.

         I have hereunto set my hand and official  seal at  ___________________,
Ohio, this 29th day of June, 1998.


                                             -----------------------------------
                                             Notary Public


<PAGE>



                                                            
                               EXHIBIT NO. 24


                                POWER OF ATTORNEY


         KNOW  ALL MEN BY  THESE  PRESENTS  that  the  undersigned  does  hereby
constitute  and appoint  CHARLES A. RATNER and WILLIAM M.  WARREN,  or either of
them, with full power of substitution and resubstitution, as his true and lawful
attorney  and agent to do any and all acts and  things,  and  execute any or all
instruments  which said  attorney and agent may deem  necessary and advisable to
enable him to comply with the  Securities and Exchange Act of 1933 and any rules
and regulations of the Securities and Exchange Commission promulgated thereunder
in  connection  with the  registration  of common stock or other  securities  of
Forest City  Enterprises,  Inc. (the  "Company"),  including  specifically,  but
without  limitation  thereof,  power of  attorney to sign his name to a Form S-8
Registration  Statement,  and any amendments or supplements and any applications
or other documents filed in connection  thereto, to be filed with the Securities
and Exchange Commission in respect of common stock or other securities which the
Company grants under its 1994 Stock Option Plan, and the undersigned does hereby
ratify and confirm all that said attorney and agent shall do or cause to be done
by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has executed this power of attorney
on this 25th day of June, 1998.


                                             -----------------------------------
                                             THOMAS G. SMITH


STATE OF OHIO              )
                                    )       SS:
COUNTY OF CUYAHOGA         )

         BEFORE ME, a Notary Public in and for said County and State, personally
appeared the above named THOMAS G. SMITH, who acknowledged  that he did sign the
foregoing instrument and that the same is his free act and deed.

         I have hereunto set my hand and official  seal at  ___________________,
Ohio, this 25th day of June, 1998.


                                             -----------------------------------
                                             Notary Public


<PAGE>



                                                              
                               EXHIBIT NO. 24


                                POWER OF ATTORNEY


         KNOW  ALL MEN BY  THESE  PRESENTS  that  the  undersigned  does  hereby
constitute  and appoint  CHARLES A. RATNER and THOMAS G. SMITH,  or any of them,
with full  power of  substitution  and  resubstitution,  as his true and  lawful
attorney  and agent to do any and all acts and  things,  and  execute any or all
instruments  which said  attorney and agent may deem  necessary and advisable to
enable him to comply with the  Securities and Exchange Act of 1933 and any rules
and regulations of the Securities and Exchange Commission promulgated thereunder
in  connection  with the  registration  of common stock or other  securities  of
Forest City  Enterprises,  Inc. (the  "Company"),  including  specifically,  but
without  limitation  thereof,  power of  attorney to sign his name to a Form S-8
Registration  Statement,  and any amendments or supplements and any applications
or other documents filed in connection  thereto, to be filed with the Securities
and Exchange Commission in respect of common stock or other securities which the
Company grants under its 1994 Stock Option Plan, and the undersigned does hereby
ratify and confirm all that said attorney and agent shall do or cause to be done
by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has executed this power of attorney
on this 25th day of June, 1998.


                                             -----------------------------------
                                             WILLIAM M. WARREN


STATE OF OHIO              )
                                    )       SS:
COUNTY OF CUYAHOGA         )

         BEFORE ME, a Notary Public in and for said County and State, personally
appeared the above named WILLIAM M. WARREN,  who  acknowledged  that he did sign
the foregoing instrument and that the same is his free act and deed.

         I have hereunto set my hand and official  seal at  ___________________,
Ohio, this 25th day of June, 1998.


                                             -----------------------------------
                                             Notary Public


<PAGE>



                                                             
                               EXHIBIT NO. 24


                                POWER OF ATTORNEY


         KNOW  ALL MEN BY  THESE  PRESENTS  that  the  undersigned  does  hereby
constitute and appoint CHARLES A. RATNER, THOMAS G. SMITH and WILLIAM M. WARREN,
or any of them, with full power of substitution and resubstitution,  as her true
and lawful attorney and agent to do any and all acts and things, and execute any
or all  instruments  which  said  attorney  and  agent  may deem  necessary  and
advisable to enable her to comply with the  Securities  and Exchange Act of 1933
and  any  rules  and  regulations  of the  Securities  and  Exchange  Commission
promulgated  thereunder in connection  with the  registration of common stock or
other securities of Forest City  Enterprises,  Inc. (the  "Company"),  including
specifically, but without limitation thereof, power of attorney to sign his name
to a Form S-8 Registration Statement,  and any amendments or supplements and any
applications or other documents  filed in connection  thereto,  to be filed with
the  Securities  and  Exchange  Commission  in respect of common  stock or other
securities  which the Company  grants under its 1994 Stock Option Plan,  and the
undersigned  does hereby  ratify and confirm  all that said  attorney  and agent
shall do or cause to be done by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has executed this power of attorney
on this 2nd day of July, 1998.


                                             -----------------------------------
                                             LINDA M. KANE


STATE OF OHIO              )
                                    )       SS:
COUNTY OF CUYAHOGA         )

         BEFORE ME, a Notary Public in and for said County and State, personally
appeared the above named LINDA M. KANE, who  acknowledged  that she did sign the
foregoing instrument and that the same is her free act and deed.

         I have hereunto set my hand and official  seal at  ___________________,
Ohio, this 2nd day of July, 1998.


                                             -----------------------------------
                                             Notary Public


<PAGE>



                                                                    2
                               EXHIBIT NO. 24


                                POWER OF ATTORNEY


         KNOW  ALL MEN BY  THESE  PRESENTS  that  the  undersigned  does  hereby
constitute and appoint CHARLES A. RATNER, THOMAS G. SMITH and WILLIAM M. WARREN,
or any of them, with full power of substitution and resubstitution,  as her true
and lawful attorney and agent to do any and all acts and things, and execute any
or all  instruments  which  said  attorney  and  agent  may deem  necessary  and
advisable to enable her to comply with the  Securities  and Exchange Act of 1933
and  any  rules  and  regulations  of the  Securities  and  Exchange  Commission
promulgated  thereunder in connection  with the  registration of common stock or
other securities of Forest City  Enterprises,  Inc. (the  "Company"),  including
specifically, but without limitation thereof, power of attorney to sign his name
to a Form S-8 Registration Statement,  and any amendments or supplements and any
applications or other documents  filed in connection  thereto,  to be filed with
the  Securities  and  Exchange  Commission  in respect of common  stock or other
securities  which the Company  grants under its 1994 Stock Option Plan,  and the
undersigned  does hereby  ratify and confirm  all that said  attorney  and agent
shall do or cause to be done by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has executed this power of attorney
on this 24th day of June, 1998.


                                             -----------------------------------
                                             MINTA MONCHEIN


STATE OF OHIO              )
                                    )       SS:
COUNTY OF CUYAHOGA         )

         BEFORE ME, a Notary Public in and for said County and State, personally
appeared the above named MINTA MONCHEIN,  who acknowledged that she did sign the
foregoing instrument and that the same is her free act and deed.

         I have hereunto set my hand and official  seal at  ___________________,
Ohio, this 24th day of June, 1998.


                                             -----------------------------------
                                             Notary Public


<PAGE>



                                                                
                               EXHIBIT NO. 24


                                POWER OF ATTORNEY


         KNOW  ALL MEN BY  THESE  PRESENTS  that  the  undersigned  does  hereby
constitute and appoint CHARLES A. RATNER, THOMAS G. SMITH and WILLIAM M. WARREN,
or any of them, with full power of substitution and resubstitution,  as his true
and lawful attorney and agent to do any and all acts and things, and execute any
or all  instruments  which  said  attorney  and  agent  may deem  necessary  and
advisable to enable him to comply with the  Securities  and Exchange Act of 1933
and  any  rules  and  regulations  of the  Securities  and  Exchange  Commission
promulgated  thereunder in connection  with the  registration of common stock or
other securities of Forest City  Enterprises,  Inc. (the  "Company"),  including
specifically, but without limitation thereof, power of attorney to sign his name
to a Form S-8 Registration Statement,  and any amendments or supplements and any
applications or other documents  filed in connection  thereto,  to be filed with
the  Securities  and  Exchange  Commission  in respect of common  stock or other
securities  which the Company  grants under its 1994 Stock Option Plan,  and the
undersigned  does hereby  ratify and confirm  all that said  attorney  and agent
shall do or cause to be done by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has executed this power of attorney
on this 24th day of June, 1998.


                                             -----------------------------------
                                             ALLAN C. KRULAK


STATE OF OHIO              )
                                    )       SS:
COUNTY OF CUYAHOGA         )

         BEFORE ME, a Notary Public in and for said County and State, personally
appeared the above named ALLAN C. KRULAK,  who acknowledged that he did sign the
foregoing instrument and that the same is his free act and deed.

         I have hereunto set my hand and official  seal at  ___________________,
Ohio, this 24th day of June, 1998.


                                             -----------------------------------
                                             Notary Public
[{"type": "S-8", "sequence": "1", "description": "FOREST CITY ENTERPRISES FORM S-8", "secsgml_size_bytes": 73682}]
{"company-data": {"conformed-name": "FOREST CITY ENTERPRISES INC", "cik": "0000038067", "assigned-sic": "6512", "irs-number": "340863886", "state-of-incorporation": "OH", "fiscal-year-end": "0131"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-61925", "film-number": "98695145"}, "business-address": {"street1": "1100 TERMINAL TOWER", "street2": "50 PUBLIC SQ", "city": "CLEVELAND", "state": "OH", "zip": "44113", "phone": "2162671200"}, "mail-address": {"street1": "1100 TERMINAL TOWER", "street2": "50 PUBLIC SQUARE", "city": "CLEVLAND", "state": "OH", "zip": "44113"}}
*In  accordance  with  Rule
                                                    462   of   the   Securities
                                                    Exchange  Act of 1933,  the
                                                    Registrant   requests  that
                                                    this Registration Statement
                                                    become immediately effective
                                                    upon filing.

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                          Forest City Enterprises, Inc.
  ------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)

                                      Ohio
  ------------------------------------------------------------------------------
            (State or Other Jurisdiction of Incorporation or Organization)

                                  34-0863886
  ------------------------------------------------------------------------------
                      (I.R.S. Employer Identification No.)

         1100 Terminal Tower, 50 Public Square, Cleveland, Ohio 44113-2203
  ------------------------------------------------------------------------------
                    (Address of Principal Executive Offices)

          Forest City Enterprises, Inc. 1994 Stock Option Plan
  ------------------------------------------------------------------------------
                              (Full Title of Plan)

FCE Statutory Agent, Inc, 50 Public Square, Ste 1100, Cleveland, Ohio 44113-2203
  ------------------------------------------------------------------------------
                     (Name and Address of Agent for Service)

                                 (216)621-6060
  ------------------------------------------------------------------------------
               (Telephone Number, Including Area Code, of Agent for Service)

                     Facing page continued on following page
                             Exhibit Index on Page 7
                   Total Number of pages in original is 31

-------------------- -------------- ------------ ------------ ---------------
Title of Securities   Amount to be      (1)        Proposed       Amount of
to be Registered       Registered     Proposed      Maximum     Registration
                                       Maximum     Aggregate        Fee
                                      Offering
 ------------------- -------------- ------------ ------------ ---------------
-------------------- -------------- ------------ ------------ ---------------
 Class A Common        Total # of   $57,608,225  $57,608,225    $16,994.43
Shares Par Value 33-    shares
1/3 cents per share     2,250,000
-------------------- -------------- ------------ ------------ ---------------

(In  addition,  pursuant  statement  also  covers  an  indeterminate  amount  of
interests to be offered or sold pursuant to the Rule 416(b) under the Securities
Act of 1933, this registration plan(s) described herein).

(1)  Estimated  solely for the  purpose of  calculating  the  registration  fee,
pursuant to Rule 457(h)under the Securities Act of 1933, on the basis of 347,400
shares with an option  exercise price of  $14.375/share,  387,200 shares with an
option exercise price of $28.50/share  and the remaining  shares on the basis of
the  average  of the high and low sales  prices  of the Class A Common  Stock on
August 14, 1998.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           Incorporation of Documents by Reference.

     Forest City Enterprises, Inc. (the "Company") hereby incorporates herein by
reference  the following  documents  which  previously  have been filed with the
Securities and Exchange Commission (the "Commission"):

          (a)  The  Company's  Annual  Report on Form 10-K for its  fiscal  year
               ended January 31, 1997;

          (b)  The  Company's  Quarterly  Reports  on Form  10-Q for its  fiscal
               quarters ending April 30, 1997,  July 31, 1997,  October 31, 1997
               and April 30,  1998  pursuant  to  Section  13(a) or 15(d) of the
               Securities Exchange Act of 1934 (the "Exchange Act"); and

          (c)  The Company's Form 8-K filed March 6, 1998;

          (d)  The Company's Form 11-K regarding the Company's  Employee Savings
               Plan filed June 1997 and June 1998,  and the Company's  Form 11-K
               regarding the Forest City Trading Group, Inc.  Retirement Savings
               Plan filed June 1997 and June 1998;

          (e)  The Company's S-3 dated as of February 27, 1998;

          (f)  The Company's Prospectus Supplement dated as of March 10, 1998;

          (g)  The  description of the Company's  Class A Common Stock contained
               in the Company's Form 10 Registration  Statement (Commission File
               Number  1-4372)  and all  amendments  and  reports  filed for the
               purpose of updating that description.

         All documents filed by the Company pursuant to Section 13(a), 13(c), 14
or  15(d)  of the  Exchange  Act  subsequent  to the  date of this  Registration
Statement  and prior to the filing of a  post-effective  amendment  hereto which
indicates that all securities offered hereby have been sold or which deregisters
all securities  then remaining  unsold,  shall be deemed to be  incorporated  by
reference  herein  and to be a part  hereof  from  the  date of  filing  of such
documents.

Item 5.           Interests of Named Experts and Counsel.

         William M. Warren has rendered a legal opinion, filed with the Exhibits
as  Exhibit  5,  with  respect  to the  legality  of any  original  issuance  of
securities in connection with the 1994 Stock Option Plan  registered  hereunder.
Mr. Warren is the Senior Vice President, General Counsel and Assistant Secretary
of the  Company.  Mr.  Warren owns 300 shares of Class A Common  Stock held in a
street name.  He also holds  options to purchase up to 21,600  shares of Class A
Common Stock. Mr. Warren  beneficially owns  approximately 603 shares of Class A
Common Stock under the Company's Employee Savings (401K) Plan.

Item 6.           Indemnification of Directors and Officers.

         Section   1701.13(E)   of  the  Ohio   Revised  Code   authorizes   the
indemnification  of officers and  directors  in defense of any civil,  criminal,
administrative  or  investigative   proceeding.   Article  VI  of  the  Code  of
Regulations of the Company provides for the  indemnification in terms consistent
with the  statutory  authority,  and the Company  maintains  insurance  covering
certain  liabilities of the directors and the elected and appointed  officers of
the Company and its subsidiaries.

Item 8.           Exhibits.

         Exhibit Number                     Exhibit Description

          4.1  Amended  Articles of  Incorporation  of Forest City  Enterprises,
               Inc. adopted as of October 11, 1983, incorporated by reference to
               Exhibit  3.1 to the  Company's  Form 10-Q for the  quarter  ended
               October 31, 1983.

          4.2  Certificate of Amendment by Shareholders to the Amended  Articles
               of Incorporation of Forest City Enterprises,  Inc. dated June 24,
               1997,  incorporated by reference to Exhibit 4.14 to the Company's
               Registration Statement on Form S-3 (Registration No. 333-41437).

          4.3  Certificate of Amendment by Shareholders to the Amended  Articles
               of Incorporation of Forest City Enterprises,  Inc. dated June 16,
               1998 (filed herewith).

          4.4  Amended Code of Regulations of Forest City Enterprises,  Inc., as
               amended June 14, 1994,  incorporated  by reference to Exhibit 3.2
               to the Company's  Form 10-K for the fiscal year ended January 31,
               1997 (File No. 1-4372).

          4.5  Specimen  certificate  of Class A Common  Shares issued by Forest
               City Enterprises, Inc. (filed herewith).

          4.6  1994 Stock Option Plan, including forms of Incentive Stock Option
               Agreement and Non-qualified Stock Option Agreement,  incorporated
               by reference to Exhibit  10.11 to the Company'  Form 10-K for the
               year ended January 31, 1997 (File No. 1-4372).

          4.7  First Amendment to the Forest City  Enterprises,  Inc. 1994 Stock
               Option Plan dated as of June 9, 1998 (filed herewith).

          4.8  First  Amendment to Stock Option  Agreement for  Incentive  Stock
               Option Agreement and Non-qualified Agreement (filed herewith).

          5    Opinion Letter of William M. Warren regarding  legality of shares
               being issued (filed herewith).

          23.1 Consent of PriceWaterhouseCoopers, Independent Public Accountants

          23.2 Consent of William M. Warren  (included  in his opinion  filed as
               Exhibit 5 hereto).

          24   Powers of Attorney (filed herewith).

Item 9.           Undertakings.

(a)      The undersigned Registrant hereby undertakes:

     (1)  To file,  during any period of which offers or sales are being made, a
          post-effective amendment to this Registration Statement;

                    (i)  To include any prospectus  required by Section 10(a)(3)
                         of the Securities Act of 1933;

                    (ii) To  reflect  in the  prospectus  any  facts  or  events
                         arising  after the effective  date of the  Registration
                         Statement (or the most recent post-effective  amendment
                         thereof)  which,  individually,  or in  the  aggregate,
                         represent a fundamental  change in the  information set
                         forth in the Registration Statement;

                    (iii)To include any material information with respect to the
                         plan of  distribution  not previously  disclosed in the
                         Registration  Statement or any material  change to such
                         information in the Registration Statement;

                           Provided,  however,  that  paragraphs  (a)(1)(i)  and
                           (a)(1)(ii) do not apply if the  information  required
                           to be included in a post-effective amendment by these
                           paragraphs is contained in periodic  reports filed by
                           the  Registrant  pursuant  to  Section  13 or Section
                           15(d) of the  Exchange Act that are  incorporated  by
                           reference in the Registration Statement.

     (2)  That,  for  the  purpose  of  determining   any  liability  under  the
          Securities Act of 1933,  each such  post-effective  amendment shall be
          deemed to be a new Registration  Statement  relating to the securities
          offered  therein,  and the  offering of such  securities  at that time
          shall be deemed to be the initial bona fide offering thereof.

     (3)  To remove from registration by means of a post-effective amendment any
          of  the  securities  being  registered  which  remain  unsold  at  the
          termination of the offering.

(a)  The  undersigned   Registrant  hereby  undertakes  that,  for  purposes  of
     determining  any liability under the Securities Act of 1933, each filing of
     the  Registrant's  annual report pursuant to Section 13(a) or Section 15(d)
     of the Exchange Act that is incorporated  by reference in the  Registration
     Statement shall be deemed to be a new  Registration  Statement  relating to
     the securities offered therein, and the offering of such securities at that
     time shall be deemed to be the initial bona fide offering thereof.

(b)  Insofar as indemnification for liabilities arising under the Securities Act
     of 1933 may be permitted to directors,  officers and controlling persons of
     the  Registrant  pursuant to the foregoing  provisions,  or otherwise,  the
     Registrant  has been  advised  that in the  opinion of the  Securities  and
     Exchange  Commission  such  indemnification  is  against  public  policy as
     expressed in the Act and is, therefore,  unenforceable. In the event that a
     claim for indemnification  against such liabilities (other than the payment
     by the  Registrant of expenses  incurred or paid by a director,  officer of
     controlling  person of the  Registrant  in the  successful  defense  of any
     action,  suit or  proceeding)  is  asserted  by such  director,  officer or
     controlling  person of the  Registrant  in connection  with the  securities
     being registered, the Registrant will, unless in the opinion of its counsel
     the matter has been settled by controlling precedent,  submit to a court of
     appropriate jurisdiction the question whether such indemnification by it is
     against  public  policy as expressed in the Act and will be governed by the
     final adjudication of such issue.

                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  of  the  undersigned,  thereunto  duly
authorized,  in the City of  Cleveland,  State of Ohio,  on this  19th day of
August, 1998.

                               FOREST CITY ENTERPRISES, INC.
                                  (Registrant)

                                By:      /s/ THOMAS G. SMITH
                                Thomas G. Smith, Senior Vice
                                President, Chief Financial Officer and Secretary

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities indicated.*

/s/ CHARLES A. RATNER         Chief Executive Officer, President and Director
Charles A. Ratner

/s/ THOMAS G. SMITH           Chief Financial Officer, Senior Vice President and
Thomas G. Smith               Secretary

/s/ WILLIAM M. WARREN         General Counsel, Assistant Secretary and Senior
William M. Warren             Vice President

/s/ JAMES A. RATNER           Executive Vice President and Director
James A. Ratner

/s/ RONALD A. RATNER          Executive Vice President and Director
Ronald A. Ratner

/s/ LINDA M. KANE             Vice President - Corporate Controller
Linda M. Kane
/s/ MINTA A. MONCHEIN         Vice President - Human Resources
Minta A. Monchein

/s/ SAMUEL H. MILLER          Treasurer, Co-Chairman of the Board and Director
Samuel H. Miller

/s/ ALLAN C. KRULAK           Vice President - Director of Community Affairs
Allan C. Krulak

/s/ ALBERT B. RATNER          Co-Chairman of the Board and Director
Albert B. Ratner

/s/ BRIAN J. RATNER           Senior Vice President-Development and Director
Brian J. Ratner

/s/ SCOTT S. COWEN            Director
Scott S. Cowen

/s/ MICHAEL P. ESPOSITO, JR.  Director
Michael P. Esposito, Jr.

/s/ JERRY V. JARRETT          Director
Jerry V. Jarrett

/s/ DEBORAH RATNER SALZBERG   Director
Deborah Ratner Salzberg

/s/ JOAN K. SHAFRAN           Director
Joan K. Shafran

/s/ J MAURICE STRUCHEN        Director
J Maurice Struchen

     *Pursuant to authority  granted by powers of attorney,  copies of which are
filed herewith.
EXHIBIT INDEX

Exhibit Number         Exhibit Description                   Page Number

4.1     Articles of Incorporation of Forest City            Incorporated
        Enterprises, Inc. and all amendments thereto        by reference

4.2     Certificate of Amendment by Shareholders to         Incorporated
        the Amended Articles of Incorporation (6/24/97)     by reference

4.3     Description of Certificate of Amendment by                 8
        Shareholders to the Amended Articles of
        Incorporation (6/16/98) 

4.4     Amended Code of Regulations of Forest City          Incorporated
        Enterprises, Inc.                                   by reference

4.5     Description of specimen certificate of                     9
        Class A Common shares

4.6     1994 Stock Option Plan                              Incorporated
                                                            by reference

4.7     First Amendment to the Forest City Enterprises,            10
        Inc. 1994 Stock Option Plan

4.8     First Amendment to Stock Option Agreement for              11
        Incentive Stock Option and Non-Qualified Agreement

5       Opinion Letter of William M. Warren                        13

23.1    Consent of PriceWaterhouseCoopers, Independent             14
        Public Accountants

23.2    Consent of William M. Warren (included in his              13
        opinion and filed as Exhibit 5 hereto)

24      Powers of Attorney                                         15
EXHIBIT NO. 4.3

     The  Certificate of Amendment by  Shareholders  to the Amended  Articles of
Incorporation  is a form  prescribed by the Secretary of State of Ohio which has
been completed to reflect the meeting of shareholders  and the affirmative  vote
for the following resolution:

     RESOLVED:  That  Section  A of  Article  IV  of  the  Amended  Articles  of
                Incorporation shall be amended to read as follows:

                                   Article IV
                                 Capital Stock

A.  Authorized  Shares
The number of shares  which the  Corporation  is  authorized  to have issued and
outstanding is  137,000,000  shares  consisting of 96,000,000  shares of Class A
Common  Stock  with a par  value of $.33 1/3 per share  (hereinafter  designated
"Class A Common  Stock"),  36,000,000  shares of Class B Common Stock with a par
value of $.33 1/3 per share (hereinafter designated "Class B Common Stock"), and
5,000,000  shares of Preferred Stock without par value  (hereinafter  designated
"Preferred Stock")
EXHIBIT NO. 4.5

     The Forest City  Enterprises,  Inc.,  Class A Certificate of Stock is green
with  a  facsimile  of  the  Statue  of  Liberty  located  at  the  top  of the
certificate.  It exhibits the Corporate  Seal,  the CUSIP number,  the number of
shares of Class A Common  Stock,  certifies the the owner of those shares and is
executed by the President and Secretary of the Company.
EXHIBIT NO. 4.7

                                                                            
                             FIRST AMENDMENT TO THE
                          FOREST CITY ENTERPRISES, INC.
                             1994 STOCK OPTION PLAN

     This  First   Amendment   (the  "First   Amendment")  to  the  Forest  City
Enterprises, Inc. 1994 Stock Option Plan (the "Plan") is made as of June 9, 1998
by the Compensation Committee of Forest City Enterprises, Inc. (the "Company").

                                   WITNESSETH:

     WHEREAS,  the Company's  Shareholders  adopted the Plan on June 14, 1994 at
the Annual Meeting of Shareholders; and

     WHEREAS,  the Company's  Board of Directors  recommended the adoption of an
amendment  to the Plan to  increase  the  number  of share  awards  (the  "Share
Awards") by 750,000, thereby allowing for a total of 1,125,000 shares of Class A
common stock to be awarded as stock options during the term of the Plan;

     NOW  THEREFORE,  the  Compensation  Committee  of the  Company's  Board  of
Directors,  pursuant to  Shareholder  approval,  does  hereby  amend the Plan as
follows:

         The  250,000  figure in the  second  sentence  of  Section 5B is hereby
         deleted and replaced with 1,125,000.

         THEREFORE, the amended Section 5B provision now reads as follows:

         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  1,125,000
                  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 25,000
                  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.

         Except as specifically  modified herein, the Plan remains in full force
and effect.
         IN  WITNESS  WHEREOF,  the  Compensation  Committee  of  the  Board  of
Directors  of the  Company  has caused  this First  Amendment  to be executed in
several  counterparts as of the date set forth above,  each of which counterpart
shall  be  deemed  to be an  original,  and  all  of  which  shall  collectively
constitute  an  agreement,  and the  signature of any Director  appearing on any
counterpart shall be deemed to appear on all such counterparts.

                                  FOREST CITY ENTERPRISES, INC.
                                  Compensation Committee

                                  By:   /s/ JERRY V. JARRETT
                                        Jerry V. Jarrett, Director and Chairman

                                        /s/ SCOTT S. COWEN
                                        Scott S. Cowen, Director

                                        /s/ MICHAEL P. ESPOSITO, JR
                                        Michael P. Esposito, Jr., Director

                                        /s/ J MAURICE STRUCHEN
                                        J Maurice Struchen, Director
EXHIBIT NO. 4.8

                   FIRST AMENDMENT TO STOCK OPTION AGREEMENT

         THE UNDERSIGNED,  Forest City Enterprises, Inc., an Ohio corporation of
Cleveland  (the  "Company"),  and  ___________________,  (the  "Employee"),  are
executing  this First  Amendment to Stock  Option  Agreement  (the  "Amendment")
effective as of the 17th day of February, 1997.

                               W I T N E S S E T H

         WHEREAS,  the undersigned  parties entered into that certain  Agreement
dated  December 3, 1996 in which the  Employee was granted an option to purchase
under the 1994 Stock Option Plan (the "Plan") an aggregate of ________ shares of
the presently  authorized $.33-1/3 par value Class A Common Stock of the Company
(the  "Incentive  Stock  Option") at an option  price of $43.125 per share,  the
price as of the close of business on September 9, 1996, (the "Option Price").

         WHEREAS,  the  Company  granted  a 3 for 2 stock  split of the  Class A
Common Stock to all  shareholders of record on February 3, 1997, to be effective
February 17, 1997.

         WHEREAS,  pursuant  to  Section  9 of the  Plan  and  Section  8 of the
Agreement,  the  Compensation  Committee is  authorized  to adjust the number of
Incentive  Stock  Option  shares and the Option Price in relation to the 3 for 2
stock split.

          NOW THEREFORE, the undersigned parties agree to amend the Agreement as
          follows:

          1.  Section 1, "Grant of Option"  shall be deleted in its entirety and
          the following language shall be inserted:

                           1.  GRANT  OF  OPTION.  The  Company  grants  to  the
                           Employee  as of  February  17,  1997 (the  "Effective
                           Date")  an option to  purchase  under the 1994  Stock
                           Option Plan (the  "Plan") an  aggregate of 900 shares
                           of the presently  authorized $.33-1/3 par value Class
                           A Common Stock of the Company (the  "Incentive  Stock
                           Option") which Incentive Stock Option, subject to all
                           terms and conditions  hereinafter set forth, shall be
                           exercisable by the Employee over the option period as
                           hereinafter described.

          2. Section 2, "Option  Price" shall be deleted in its entirety and the
          following language shall be inserted:

                           2. OPTION PRICE. In connection with the 3 for 2 stock
                           split of the Class A Common  Stock,  the Option Price
                           with  respect to the shares of stock  covered by this
                           Agreement  (the "Option  Shares") shall be $28.75 per
                           share as of the Effective Date.

          3. A new Section 17  "Effective  Date"  shall be inserted  and read as
          follows:

                           17.EFFECTIVE  DATE. This Agreement is effective as of
                           September 9, 1996.

          4.  Except  as  expressly   amended  herein,   the  Agreement  remains
          unmodified and in full force and effect.

         IN WITNESS  WHEREOF,  the  undersigned  have duly  executed  this First
Amendment to Stock Option Agreement as of the _______ day of __________________,
1997.

                                        FOREST CITY ENTERPRISES, INC.

                                        /s/ THOMAS G. SMITH
                                        Thomas G. Smith, Chief Financial Officer
                                        and Senior Vice President

                                        -----------------------------------
                                        ___________________, Employee
EXHIBIT NO. 4.8

                    FIRST AMENDMENT TO STOCK OPTION AGREEMENT

         THE UNDERSIGNED,  Forest City Enterprises, Inc., an Ohio corporation of
Cleveland (the "Company"),  and _____________,  (the "Employee"),  are executing
this First Amendment to Stock Option Agreement (the "Amendment") effective as of
the 17th day of February, 1997.

                               W I T N E S S E T H
         WHEREAS,  the undersigned  parties entered into that certain  Agreement
dated October 17, 1996 in which the Employee was granted a  nonqualified  option
to  purchase  under the 1994 Stock  Option  Plan (the  "Plan") an  aggregate  of
________  shares of the presently  authorized  $.33-1/3 par value Class A Common
Stock of the Company  (the  "Nonqualified  Stock  Option") at an option price of
$43.125 per share,  the price as of the close of business on  September 9, 1996,
(the "Option Price").

         WHEREAS,  the  Company  granted  a 3 for 2 stock  split of the  Class A
Common Stock to all  shareholders of record on February 3, 1997, to be effective
February 17, 1997.

         WHEREAS,  pursuant  to  Section  9 of the  Plan  and  Section  8 of the
Agreement,  the  Compensation  Committee is  authorized  to adjust the number of
Nonqualified Stock Option shares and the Option Price in relation to the 3 for 2
stock split.

          NOW  THEREFORE,  the undersigned  parties agree to amend the Agreement
               as follows:

          1.   Section 1, "Grant of Option" shall be deleted in its entirety and
               the following language shall be inserted:

                           1.  GRANT  OF  OPTION.  The  Company  grants  to  the
                           Employee  as of  February  17,  1997 (the  "Effective
                           Date") a nonqualified  stock option to purchase under
                           the 1994 Stock  Option Plan (the "Plan") an aggregate
                           of 9,000 shares of the presently  authorized $.33-1/3
                           par value Class A Common  Stock of the  Company  (the
                           "Nonqualified Stock Option") which Nonqualified Stock
                           Option,   subject   to  all  terms   and   conditions
                           hereinafter  set forth,  shall be  exercisable by the
                           Employee  over  the  option  period  as   hereinafter
                           discussed.

          2.   Section 2,  "Option  Price"  shall be deleted in its entirety and
               the following language shall be inserted:

                           2. OPTION PRICE. In connection with the 3 for 2 stock
                           split of the Class A Common  Stock,  the Option Price
                           with  respect to the shares of stock  covered by this
                           Agreement  (the "Option  Shares") shall be $28.75 per
                           share as of the Effective Date.

          3.   Section  16,  "Taxes/Governing  Laws"  shall  be  deleted  in its
               entirety and the following language shall be inserted:

                           16.  TAXES/GOVERNING  LAWS. This  nonqualified  stock
                           option is hereby  designated as not  constituting  an
                           "incentive   stock  option"  within  the  meaning  of
                           section 422 of the Internal  Revenue Code of 1986, as
                           amended;  this  Agreement  shall be  interpreted  and
                           treated  consistently  with  this  designation.  This
                           Agreement  shall be governed by the laws of the State
                           of Ohio.

          4.   A new Section 17  "Effective  Date" shall be inserted and read as
               follows:.
                           17.EFFECTIVE  DATE. This Agreement is effective as of
                           September 9, 1996.

                          
          5.   Except  as  expressly  amended  herein,   the  Agreement  remains
               unmodified and in full force and effect.

         IN WITNESS  WHEREOF,  the  undersigned  have duly  executed  this First
Amendment to Stock Option Agreement as of the _______ day of __________________,
1997.
                                        FOREST CITY ENTERPRISES, INC.

                                        /s/ THOMAS G. SMITH
                                        Thomas G. Smith, Chief Financial Officer
                                        and Senior Vice President

                                        -----------------------------------
                                        _______________, Employee
EXHIBIT NOS. 5 and 23.2

                                August 19, 1998

Securities and Exchange Commission
450 5th Street, N.W., Judiciary Plaza
Washington, D.C. 20549

Re:      Forest City Enterprises, Inc. 1994 Stock Option Plan

Ladies and Gentlemen:

As Senior  Vice  President,  General  Counsel  and  Secretary  for  Forest  City
Enterprises,  Inc., I am familiar  with the Forest City  Enterprises,  Inc. 1994
Stock Option Plan (the "Plan") and the 2,250,000  shares permitted to be awarded
under the Plan (the "Shares").

I have  also made such  further  investigation  as I have  deemed  necessary  to
express the opinions herein stated.

I am of the opinion that the Shares which are hereafter  issued upon exercise of
options duly granted  under and in  accordance  with the terms of the Plan will,
upon the  payment of the  consideration  therefor  required  by the terms of the
Plan, be duly and validly issued, fully paid and non-assessable.

I consent to the use of this opinion as an Exhibit to the Registration Statement
on Form S-8 being filed with the  Securities and Exchange  Commission  under the
Securities  Act of 1933,  as  amended,  with  respect to the  Shares  registered
thereunder, and to any references to me in such Registration Statement.

The  foregoing  opinions  are  limited  to the laws of the State of Ohio and the
Federal laws of the United States. This opinion is limited to the matters stated
herein as of the date hereof. I disavow any obligation to update this opinion or
advise you of any  changes  in my opinion in the event of changes in  applicable
laws or facts or if additional or newly discovered  information is brought to my
attention.  This  opinion is provided to you as a legal  opinion  only and not a
guaranty  or  warranty  of the  matters  discussed  herein  or in the  documents
referred to herein.

This opinion is solely for the benefit of the Securities and Exchange Commission
and may not be relied upon by, or communicated  to, and other person or used for
any purpose other than in connection  with the issuance of Class A Common shares
pursuant to the Plan.

                                      Very truly yours,

                                      /s/ WILLIAM. M. WARREN
                                      William M. Warren
                                      Senior Vice President, General Counsel and
                                      Secretary
EXHIBIT NO. 23.1

                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

     We consent to the incorporation by reference in the registration  statement
of Forest City  Enterprises,  Inc.  and  subsidiaries  on Form S-8 of our report
dated March 11, 1998,  except for Notes F, G and Q as to which the date is April
20, 1998 on our audits of the  consolidated  financial  statements and financial
statement  schedules of Forest City  Enterprises,  Inc. and  subsidiaries  as of
January 31, 1998 and 1997,  and for the years ended  January 31, 1998,  1997 and
1996,  which report is  incorporated  by reference in the Annual  Report on Form
10-K of Forest City Enterprises, Inc. and subsidiaries for the year fiscal ended
January 31, 1998.

                                        PriceWaterhouseCoopers

Cleveland, Ohio
August 19, 1998
EXHIBIT NO. 24

                                POWER OF ATTORNEY

         KNOW  ALL MEN BY  THESE  PRESENTS  that  the  undersigned  does  hereby
constitute and appoint CHARLES A. RATNER, THOMAS G. SMITH and WILLIAM M. WARREN,
or any of them, with full power of substitution and resubstitution,  as his true
and lawful attorney and agent to do any and all acts and things, and execute any
or all  instruments  which  said  attorney  and  agent  may deem  necessary  and
advisable to enable him to comply with the  Securities  and Exchange Act of 1933
and  any  rules  and  regulations  of the  Securities  and  Exchange  Commission
promulgated  thereunder in connection  with the  registration of common stock or
other securities of Forest City  Enterprises,  Inc. (the  "Company"),  including
specifically, but without limitation thereof, power of attorney to sign his name
to a Form S-8 Registration Statement,  and any amendments or supplements and any
applications or other documents  filed in connection  thereto,  to be filed with
the  Securities  and  Exchange  Commission  in respect of common  stock or other
securities  which the Company  grants under its 1994 Stock Option Plan,  and the
undersigned  does hereby  ratify and confirm  all that said  attorney  and agent
shall do or cause to be done by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has executed this power of attorney
on this 29th day of June, 1998.

                                            ------------------------------------
                                             SCOTT S. COWEN

STATE OF OHIO              )
                                    )       SS:
COUNTY OF CUYAHOGA         )

         BEFORE ME, a Notary Public in and for said County and State, personally
appeared the above named SCOTT S. COWEN, who  acknowledged  that he did sign the
foregoing instrument and that the same is his free act and deed.

         I have hereunto set my hand and official  seal at  ___________________,
Ohio, this 29th day of June, 1998.

                                            ------------------------------------
                                             Notary Public
EXHIBIT NO. 24

                                POWER OF ATTORNEY

         KNOW  ALL MEN BY  THESE  PRESENTS  that  the  undersigned  does  hereby
constitute and appoint CHARLES A. RATNER, THOMAS G. SMITH and WILLIAM M. WARREN,
or any of them, with full power of substitution and resubstitution,  as his true
and lawful attorney and agent to do any and all acts and things, and execute any
or all  instruments  which  said  attorney  and  agent  may deem  necessary  and
advisable to enable him to comply with the  Securities  and Exchange Act of 1933
and  any  rules  and  regulations  of the  Securities  and  Exchange  Commission
promulgated  thereunder in connection  with the  registration of common stock or
other securities of Forest City  Enterprises,  Inc. (the  "Company"),  including
specifically, but without limitation thereof, power of attorney to sign his name
to a Form S-8 Registration Statement,  and any amendments or supplements and any
applications or other documents  filed in connection  thereto,  to be filed with
the  Securities  and  Exchange  Commission  in respect of common  stock or other
securities  which the Company  grants under its 1994 Stock Option Plan,  and the
undersigned  does hereby  ratify and confirm  all that said  attorney  and agent
shall do or cause to be done by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has executed this power of attorney
on this 25th day of June, 1998.

                                            ------------------------------------
                                            MICHAEL P. ESPOSITO, JR.

STATE OF OHIO              )
                                    )       SS:
COUNTY OF CUYAHOGA         )

         BEFORE ME, a Notary Public in and for said County and State, personally
appeared the above named MICHAEL P. ESPOSITO,  JR., who acknowledged that he did
sign the foregoing instrument and that the same is his free act and deed.

         I have hereunto set my hand and official  seal at  ___________________,
Ohio, this 25th day of June, 1998.

                                            ------------------------------------
                                            Notary Public
EXHIBIT NO. 24

                                POWER OF ATTORNEY

         KNOW  ALL MEN BY  THESE  PRESENTS  that  the  undersigned  does  hereby
constitute and appoint CHARLES A. RATNER, THOMAS G. SMITH and WILLIAM M. WARREN,
or any of them, with full power of substitution and resubstitution,  as his true
and lawful attorney and agent to do any and all acts and things, and execute any
or all  instruments  which  said  attorney  and  agent  may deem  necessary  and
advisable to enable him to comply with the  Securities  and Exchange Act of 1933
and  any  rules  and  regulations  of the  Securities  and  Exchange  Commission
promulgated  thereunder in connection  with the  registration of common stock or
other securities of Forest City  Enterprises,  Inc. (the  "Company"),  including
specifically, but without limitation thereof, power of attorney to sign his name
to a Form S-8 Registration Statement,  and any amendments or supplements and any
applications or other documents  filed in connection  thereto,  to be filed with
the  Securities  and  Exchange  Commission  in respect of common  stock or other
securities  which the Company  grants under its 1994 Stock Option Plan,  and the
undersigned  does hereby  ratify and confirm  all that said  attorney  and agent
shall do or cause to be done by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has executed this power of attorney
on this 30th day of June, 1998.

                                            ------------------------------------
                                            JERRY V. JARRETT

STATE OF OHIO              )
                                    )       SS:
COUNTY OF CUYAHOGA         )

         BEFORE ME, a Notary Public in and for said County and State, personally
appeared the above named JERRY V. JARRETT, who acknowledged that he did sign the
foregoing instrument and that the same is his free act and deed.

         I have hereunto set my hand and official  seal at  ___________________,
Ohio, this 30th day of June, 1998.

                                            ------------------------------------
                                            Notary Public
EXHIBIT NO. 24

                                POWER OF ATTORNEY

         KNOW  ALL MEN BY  THESE  PRESENTS  that  the  undersigned  does  hereby
constitute and appoint  CHARLES A. RATNER and THOMAS G. SMITH or either of them,
with full  power of  substitution  and  resubstitution,  as his true and  lawful
attorney  and agent to do any and all acts and  things,  and  execute any or all
instruments  which said  attorney and agent may deem  necessary and advisable to
enable him to comply with the  Securities and Exchange Act of 1933 and any rules
and regulations of the Securities and Exchange Commission promulgated thereunder
in  connection  with the  registration  of common stock or other  securities  of
Forest City  Enterprises,  Inc. (the  "Company"),  including  specifically,  but
without  limitation  thereof,  power of  attorney to sign his name to a Form S-8
Registration  Statement,  and any amendments or supplements and any applications
or other documents filed in connection  thereto, to be filed with the Securities
and Exchange Commission in respect of common stock or other securities which the
Company grants under its 1994 Stock Option Plan, and the undersigned does hereby
ratify and confirm all that said attorney and agent shall do or cause to be done
by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has executed this power of attorney
on this 7th day of July, 1998.

                                            ------------------------------------
                                            SAMUEL H. MILLER

STATE OF OHIO              )
                                    )       SS:
COUNTY OF CUYAHOGA         )

         BEFORE ME, a Notary Public in and for said County and State, personally
appeared the above named SAMUEL H. MILLER, who acknowledged that he did sign the
foregoing instrument and that the same is his free act and deed.

         I have hereunto set my hand and official  seal at  ___________________,
Ohio, this 7th day of July, 1998.

                                            ------------------------------------
                                            Notary Public
EXHIBIT NO. 24

                                POWER OF ATTORNEY

         KNOW  ALL MEN BY  THESE  PRESENTS  that  the  undersigned  does  hereby
constitute and appoint CHARLES A. RATNER, THOMAS G. SMITH and WILLIAM M. WARREN,
or any of them, with full power of substitution and resubstitution,  as his true
and lawful attorney and agent to do any and all acts and things, and execute any
or all  instruments  which  said  attorney  and  agent  may deem  necessary  and
advisable to enable him to comply with the  Securities  and Exchange Act of 1933
and  any  rules  and  regulations  of the  Securities  and  Exchange  Commission
promulgated  thereunder in connection  with the  registration of common stock or
other securities of Forest City  Enterprises,  Inc. (the  "Company"),  including
specifically, but without limitation thereof, power of attorney to sign his name
to a Form S-8 Registration Statement,  and any amendments or supplements and any
applications or other documents  filed in connection  thereto,  to be filed with
the  Securities  and  Exchange  Commission  in respect of common  stock or other
securities  which the Company  grants under its 1994 Stock Option Plan,  and the
undersigned  does hereby  ratify and confirm  all that said  attorney  and agent
shall do or cause to be done by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has executed this power of attorney
on this 24th day of June, 1998.

                                            ------------------------------------
                                            ALBERT B. RATNER

STATE OF OHIO              )
                                    )       SS:
COUNTY OF CUYAHOGA         )

         BEFORE ME, a Notary Public in and for said County and State, personally
appeared the above named ALBERT B. RATNER, who acknowledged that he did sign the
foregoing instrument and that the same is his free act and deed.

         I have hereunto set my hand and official  seal at  ___________________,
Ohio, this 24th day of June, 1998.

                                            ------------------------------------
                                            Notary Public
EXHIBIT NO. 24

                                POWER OF ATTORNEY

         KNOW  ALL MEN BY  THESE  PRESENTS  that  the  undersigned  does  hereby
constitute and appoint CHARLES A. RATNER, THOMAS G. SMITH and WILLIAM M. WARREN,
or any of them, with full power of substitution and resubstitution,  as his true
and lawful attorney and agent to do any and all acts and things, and execute any
or all  instruments  which  said  attorney  and  agent  may deem  necessary  and
advisable to enable him to comply with the  Securities  and Exchange Act of 1933
and  any  rules  and  regulations  of the  Securities  and  Exchange  Commission
promulgated  thereunder in connection  with the  registration of common stock or
other securities of Forest City  Enterprises,  Inc. (the  "Company"),  including
specifically, but without limitation thereof, power of attorney to sign his name
to a Form S-8 Registration Statement,  and any amendments or supplements and any
applications or other documents  filed in connection  thereto,  to be filed with
the  Securities  and  Exchange  Commission  in respect of common  stock or other
securities  which the Company  grants under its 1994 Stock Option Plan,  and the
undersigned  does hereby  ratify and confirm  all that said  attorney  and agent
shall do or cause to be done by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has executed this power of attorney
on this 29th day of June, 1998.

                                            ------------------------------------
                                            BRIAN J. RATNER

STATE OF OHIO              )
                                    )       SS:
COUNTY OF CUYAHOGA         )

         BEFORE ME, a Notary Public in and for said County and State, personally
appeared the above named BRIAN J. RATNER,  who acknowledged that he did sign the
foregoing instrument and that the same is his free act and deed.

         I have hereunto set my hand and official  seal at  ___________________,
Ohio, this 29th day of June, 1998.

                                            ------------------------------------
                                            Notary Public
EXHIBIT NO. 24

                                POWER OF ATTORNEY

         KNOW  ALL MEN BY  THESE  PRESENTS  that  the  undersigned  does  hereby
constitute and appoint THOMAS G. SMITH and WILLIAM M. WARREN, or either of them,
with full  power of  substitution  and  resubstitution,  as his true and  lawful
attorney  and agent to do any and all acts and  things,  and  execute any or all
instruments  which said  attorney and agent may deem  necessary and advisable to
enable him to comply with the  Securities and Exchange Act of 1933 and any rules
and regulations of the Securities and Exchange Commission promulgated thereunder
in  connection  with the  registration  of common stock or other  securities  of
Forest City  Enterprises,  Inc. (the  "Company"),  including  specifically,  but
without  limitation  thereof,  power of  attorney to sign his name to a Form S-8
Registration  Statement,  and any amendments or supplements and any applications
or other documents filed in connection  thereto, to be filed with the Securities
and Exchange Commission in respect of common stock or other securities which the
Company grants under its 1994 Stock Option Plan, and the undersigned does hereby
ratify and confirm all that said attorney and agent shall do or cause to be done
by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has executed this power of attorney
on this 24th day of June, 1998.

                                            ------------------------------------
                                            CHARLES A. RATNER

STATE OF OHIO              )
                                    )       SS:
COUNTY OF CUYAHOGA         )

         BEFORE ME, a Notary Public in and for said County and State, personally
appeared the above named CHARLES A. RATNER,  who  acknowledged  that he did sign
the foregoing instrument and that the same is his free act and deed.

         I have hereunto set my hand and official  seal at  ___________________,
Ohio, this 24th day of June, 1998.

                                            ------------------------------------
                                            Notary Public
EXHIBIT NO. 24

                                POWER OF ATTORNEY

         KNOW  ALL MEN BY  THESE  PRESENTS  that  the  undersigned  does  hereby
constitute and appoint CHARLES A. RATNER, THOMAS G. SMITH and WILLIAM M. WARREN,
or any of them, with full power of substitution and resubstitution,  as his true
and lawful attorney and agent to do any and all acts and things, and execute any
or all  instruments  which  said  attorney  and  agent  may deem  necessary  and
advisable to enable him to comply with the  Securities  and Exchange Act of 1933
and  any  rules  and  regulations  of the  Securities  and  Exchange  Commission
promulgated  thereunder in connection  with the  registration of common stock or
other securities of Forest City  Enterprises,  Inc. (the  "Company"),  including
specifically, but without limitation thereof, power of attorney to sign his name
to a Form S-8 Registration Statement,  and any amendments or supplements and any
applications or other documents  filed in connection  thereto,  to be filed with
the  Securities  and  Exchange  Commission  in respect of common  stock or other
securities  which the Company  grants under its 1994 Stock Option Plan,  and the
undersigned  does hereby  ratify and confirm  all that said  attorney  and agent
shall do or cause to be done by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has executed this power of attorney
on this 25th day of June, 1998.

                                            ------------------------------------
                                            JAMES A. RATNER

STATE OF OHIO              )
                                    )       SS:
COUNTY OF CUYAHOGA         )

         BEFORE ME, a Notary Public in and for said County and State, personally
appeared the above named JAMES A. RATNER,  who acknowledged that he did sign the
foregoing instrument and that the same is his free act and deed.

         I have hereunto set my hand and official  seal at  ___________________,
Ohio, this 25th day of June, 1998.

                                            ------------------------------------
                                            Notary Public
EXHIBIT NO. 24

                                POWER OF ATTORNEY

         KNOW  ALL MEN BY  THESE  PRESENTS  that  the  undersigned  does  hereby
constitute and appoint CHARLES A. RATNER, THOMAS G. SMITH and WILLIAM M. WARREN,
or any of them, with full power of substitution and resubstitution,  as his true
and lawful attorney and agent to do any and all acts and things, and execute any
or all  instruments  which  said  attorney  and  agent  may deem  necessary  and
advisable to enable him to comply with the  Securities  and Exchange Act of 1933
and  any  rules  and  regulations  of the  Securities  and  Exchange  Commission
promulgated  thereunder in connection  with the  registration of common stock or
other securities of Forest City  Enterprises,  Inc. (the  "Company"),  including
specifically, but without limitation thereof, power of attorney to sign his name
to a Form S-8 Registration Statement,  and any amendments or supplements and any
applications or other documents  filed in connection  thereto,  to be filed with
the  Securities  and  Exchange  Commission  in respect of common  stock or other
securities  which the Company  grants under its 1994 Stock Option Plan,  and the
undersigned  does hereby  ratify and confirm  all that said  attorney  and agent
shall do or cause to be done by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has executed this power of attorney
on this 25th day of June, 1998.

                                            ------------------------------------
                                            RONALD A. RATNER

STATE OF OHIO              )
                                    )       SS:
COUNTY OF CUYAHOGA         )

         BEFORE ME, a Notary Public in and for said County and State, personally
appeared the above named RONALD A. RATNER, who acknowledged that he did sign the
foregoing instrument and that the same is his free act and deed.

         I have hereunto set my hand and official  seal at  ___________________,
Ohio, this 25th day of June, 1998.

                                            ------------------------------------
                                            Notary Public
EXHIBIT NO. 24

                                POWER OF ATTORNEY

         KNOW  ALL MEN BY  THESE  PRESENTS  that  the  undersigned  does  hereby
constitute and appoint CHARLES A. RATNER, THOMAS G. SMITH and WILLIAM M. WARREN,
or any of them, with full power of substitution and resubstitution,  as her true
and lawful attorney and agent to do any and all acts and things, and execute any
or all  instruments  which  said  attorney  and  agent  may deem  necessary  and
advisable to enable her to comply with the  Securities  and Exchange Act of 1933
and  any  rules  and  regulations  of the  Securities  and  Exchange  Commission
promulgated  thereunder in connection  with the  registration of common stock or
other securities of Forest City  Enterprises,  Inc. (the  "Company"),  including
specifically, but without limitation thereof, power of attorney to sign his name
to a Form S-8 Registration Statement,  and any amendments or supplements and any
applications or other documents  filed in connection  thereto,  to be filed with
the  Securities  and  Exchange  Commission  in respect of common  stock or other
securities  which the Company  grants under its 1994 Stock Option Plan,  and the
undersigned  does hereby  ratify and confirm  all that said  attorney  and agent
shall do or cause to be done by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has executed this power of attorney
on this 25th day of June, 1998.

                                            ------------------------------------
                                            DEBORAH RATNER SALZBERG

STATE OF OHIO              )
                                    )       SS:
COUNTY OF CUYAHOGA         )

         BEFORE ME, a Notary Public in and for said County and State, personally
appeared the above named DEBORAH RATNER SALZBERG,  who acknowledged that she did
sign the foregoing instrument and that the same is her free act and deed.

         I have hereunto set my hand and official  seal at  ___________________,
Ohio, this 25th day of June, 1998.

                                            ------------------------------------
                                            Notary Public
EXHIBIT NO. 24

                                POWER OF ATTORNEY

         KNOW  ALL MEN BY  THESE  PRESENTS  that  the  undersigned  does  hereby
constitute and appoint CHARLES A. RATNER, THOMAS G. SMITH and WILLIAM M. WARREN,
or any of them, with full power of substitution and resubstitution,  as her true
and lawful attorney and agent to do any and all acts and things, and execute any
or all  instruments  which  said  attorney  and  agent  may deem  necessary  and
advisable to enable her to comply with the  Securities  and Exchange Act of 1933
and  any  rules  and  regulations  of the  Securities  and  Exchange  Commission
promulgated  thereunder in connection  with the  registration of common stock or
other securities of Forest City  Enterprises,  Inc. (the  "Company"),  including
specifically, but without limitation thereof, power of attorney to sign his name
to a Form S-8 Registration Statement,  and any amendments or supplements and any
applications or other documents  filed in connection  thereto,  to be filed with
the  Securities  and  Exchange  Commission  in respect of common  stock or other
securities  which the Company  grants under its 1994 Stock Option Plan,  and the
undersigned  does hereby  ratify and confirm  all that said  attorney  and agent
shall do or cause to be done by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has executed this power of attorney
on this 24th day of June, 1998.

                                            ------------------------------------
                                            JOAN SHAFRAN

STATE OF MASSACHUSETTS     )
                                            )        SS:
COUNTY OF SUFFOLK          )

         BEFORE ME, a Notary Public in and for said County and State, personally
appeared the above named JOAN SHAFRAN,  who  acknowledged  that she did sign the
foregoing instrument and that the same is her free act and deed.

         I have hereunto set my hand and official  seal at  ___________________,
Massachusetts, this 24th day of June, 1998.

                                             -----------------------------------
                                             Notary Public
EXHIBIT NO. 24

                                POWER OF ATTORNEY

         KNOW  ALL MEN BY  THESE  PRESENTS  that  the  undersigned  does  hereby
constitute and appoint CHARLES A. RATNER, THOMAS G. SMITH and WILLIAM M. WARREN,
or any of them, with full power of substitution and resubstitution,  as his true
and lawful attorney and agent to do any and all acts and things, and execute any
or all  instruments  which  said  attorney  and  agent  may deem  necessary  and
advisable to enable him to comply with the  Securities  and Exchange Act of 1933
and  any  rules  and  regulations  of the  Securities  and  Exchange  Commission
promulgated  thereunder in connection  with the  registration of common stock or
other securities of Forest City  Enterprises,  Inc. (the  "Company"),  including
specifically, but without limitation thereof, power of attorney to sign his name
to a Form S-8 Registration Statement,  and any amendments or supplements and any
applications or other documents  filed in connection  thereto,  to be filed with
the  Securities  and  Exchange  Commission  in respect of common  stock or other
securities  which the Company  grants under its 1994 Stock Option Plan,  and the
undersigned  does hereby  ratify and confirm  all that said  attorney  and agent
shall do or cause to be done by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has executed this power of attorney
on this 29th day of June, 1998.

                                             -----------------------------------
                                             J MAURICE STRUCHEN

STATE OF OHIO              )
                                    )       SS:
COUNTY OF CUYAHOGA         )

         BEFORE ME, a Notary Public in and for said County and State, personally
appeared the above named J MAURICE  STRUCHEN,  who acknowledged that he did sign
the foregoing instrument and that the same is his free act and deed.

         I have hereunto set my hand and official  seal at  ___________________,
Ohio, this 29th day of June, 1998.

                                             -----------------------------------
                                             Notary Public
EXHIBIT NO. 24

                                POWER OF ATTORNEY

         KNOW  ALL MEN BY  THESE  PRESENTS  that  the  undersigned  does  hereby
constitute  and appoint  CHARLES A. RATNER and WILLIAM M.  WARREN,  or either of
them, with full power of substitution and resubstitution, as his true and lawful
attorney  and agent to do any and all acts and  things,  and  execute any or all
instruments  which said  attorney and agent may deem  necessary and advisable to
enable him to comply with the  Securities and Exchange Act of 1933 and any rules
and regulations of the Securities and Exchange Commission promulgated thereunder
in  connection  with the  registration  of common stock or other  securities  of
Forest City  Enterprises,  Inc. (the  "Company"),  including  specifically,  but
without  limitation  thereof,  power of  attorney to sign his name to a Form S-8
Registration  Statement,  and any amendments or supplements and any applications
or other documents filed in connection  thereto, to be filed with the Securities
and Exchange Commission in respect of common stock or other securities which the
Company grants under its 1994 Stock Option Plan, and the undersigned does hereby
ratify and confirm all that said attorney and agent shall do or cause to be done
by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has executed this power of attorney
on this 25th day of June, 1998.

                                             -----------------------------------
                                             THOMAS G. SMITH

STATE OF OHIO              )
                                    )       SS:
COUNTY OF CUYAHOGA         )

         BEFORE ME, a Notary Public in and for said County and State, personally
appeared the above named THOMAS G. SMITH, who acknowledged  that he did sign the
foregoing instrument and that the same is his free act and deed.

         I have hereunto set my hand and official  seal at  ___________________,
Ohio, this 25th day of June, 1998.

                                             -----------------------------------
                                             Notary Public
EXHIBIT NO. 24

                                POWER OF ATTORNEY

         KNOW  ALL MEN BY  THESE  PRESENTS  that  the  undersigned  does  hereby
constitute  and appoint  CHARLES A. RATNER and THOMAS G. SMITH,  or any of them,
with full  power of  substitution  and  resubstitution,  as his true and  lawful
attorney  and agent to do any and all acts and  things,  and  execute any or all
instruments  which said  attorney and agent may deem  necessary and advisable to
enable him to comply with the  Securities and Exchange Act of 1933 and any rules
and regulations of the Securities and Exchange Commission promulgated thereunder
in  connection  with the  registration  of common stock or other  securities  of
Forest City  Enterprises,  Inc. (the  "Company"),  including  specifically,  but
without  limitation  thereof,  power of  attorney to sign his name to a Form S-8
Registration  Statement,  and any amendments or supplements and any applications
or other documents filed in connection  thereto, to be filed with the Securities
and Exchange Commission in respect of common stock or other securities which the
Company grants under its 1994 Stock Option Plan, and the undersigned does hereby
ratify and confirm all that said attorney and agent shall do or cause to be done
by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has executed this power of attorney
on this 25th day of June, 1998.

                                             -----------------------------------
                                             WILLIAM M. WARREN

STATE OF OHIO              )
                                    )       SS:
COUNTY OF CUYAHOGA         )

         BEFORE ME, a Notary Public in and for said County and State, personally
appeared the above named WILLIAM M. WARREN,  who  acknowledged  that he did sign
the foregoing instrument and that the same is his free act and deed.

         I have hereunto set my hand and official  seal at  ___________________,
Ohio, this 25th day of June, 1998.

                                             -----------------------------------
                                             Notary Public
EXHIBIT NO. 24

                                POWER OF ATTORNEY

         KNOW  ALL MEN BY  THESE  PRESENTS  that  the  undersigned  does  hereby
constitute and appoint CHARLES A. RATNER, THOMAS G. SMITH and WILLIAM M. WARREN,
or any of them, with full power of substitution and resubstitution,  as her true
and lawful attorney and agent to do any and all acts and things, and execute any
or all  instruments  which  said  attorney  and  agent  may deem  necessary  and
advisable to enable her to comply with the  Securities  and Exchange Act of 1933
and  any  rules  and  regulations  of the  Securities  and  Exchange  Commission
promulgated  thereunder in connection  with the  registration of common stock or
other securities of Forest City  Enterprises,  Inc. (the  "Company"),  including
specifically, but without limitation thereof, power of attorney to sign his name
to a Form S-8 Registration Statement,  and any amendments or supplements and any
applications or other documents  filed in connection  thereto,  to be filed with
the  Securities  and  Exchange  Commission  in respect of common  stock or other
securities  which the Company  grants under its 1994 Stock Option Plan,  and the
undersigned  does hereby  ratify and confirm  all that said  attorney  and agent
shall do or cause to be done by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has executed this power of attorney
on this 2nd day of July, 1998.

                                             -----------------------------------
                                             LINDA M. KANE

STATE OF OHIO              )
                                    )       SS:
COUNTY OF CUYAHOGA         )

         BEFORE ME, a Notary Public in and for said County and State, personally
appeared the above named LINDA M. KANE, who  acknowledged  that she did sign the
foregoing instrument and that the same is her free act and deed.

         I have hereunto set my hand and official  seal at  ___________________,
Ohio, this 2nd day of July, 1998.

                                             -----------------------------------
                                             Notary Public
2
                               EXHIBIT NO. 24

                                POWER OF ATTORNEY

         KNOW  ALL MEN BY  THESE  PRESENTS  that  the  undersigned  does  hereby
constitute and appoint CHARLES A. RATNER, THOMAS G. SMITH and WILLIAM M. WARREN,
or any of them, with full power of substitution and resubstitution,  as her true
and lawful attorney and agent to do any and all acts and things, and execute any
or all  instruments  which  said  attorney  and  agent  may deem  necessary  and
advisable to enable her to comply with the  Securities  and Exchange Act of 1933
and  any  rules  and  regulations  of the  Securities  and  Exchange  Commission
promulgated  thereunder in connection  with the  registration of common stock or
other securities of Forest City  Enterprises,  Inc. (the  "Company"),  including
specifically, but without limitation thereof, power of attorney to sign his name
to a Form S-8 Registration Statement,  and any amendments or supplements and any
applications or other documents  filed in connection  thereto,  to be filed with
the  Securities  and  Exchange  Commission  in respect of common  stock or other
securities  which the Company  grants under its 1994 Stock Option Plan,  and the
undersigned  does hereby  ratify and confirm  all that said  attorney  and agent
shall do or cause to be done by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has executed this power of attorney
on this 24th day of June, 1998.

                                             -----------------------------------
                                             MINTA MONCHEIN

STATE OF OHIO              )
                                    )       SS:
COUNTY OF CUYAHOGA         )

         BEFORE ME, a Notary Public in and for said County and State, personally
appeared the above named MINTA MONCHEIN,  who acknowledged that she did sign the
foregoing instrument and that the same is her free act and deed.

         I have hereunto set my hand and official  seal at  ___________________,
Ohio, this 24th day of June, 1998.

                                             -----------------------------------
                                             Notary Public
EXHIBIT NO. 24

                                POWER OF ATTORNEY

         KNOW  ALL MEN BY  THESE  PRESENTS  that  the  undersigned  does  hereby
constitute and appoint CHARLES A. RATNER, THOMAS G. SMITH and WILLIAM M. WARREN,
or any of them, with full power of substitution and resubstitution,  as his true
and lawful attorney and agent to do any and all acts and things, and execute any
or all  instruments  which  said  attorney  and  agent  may deem  necessary  and
advisable to enable him to comply with the  Securities  and Exchange Act of 1933
and  any  rules  and  regulations  of the  Securities  and  Exchange  Commission
promulgated  thereunder in connection  with the  registration of common stock or
other securities of Forest City  Enterprises,  Inc. (the  "Company"),  including
specifically, but without limitation thereof, power of attorney to sign his name
to a Form S-8 Registration Statement,  and any amendments or supplements and any
applications or other documents  filed in connection  thereto,  to be filed with
the  Securities  and  Exchange  Commission  in respect of common  stock or other
securities  which the Company  grants under its 1994 Stock Option Plan,  and the
undersigned  does hereby  ratify and confirm  all that said  attorney  and agent
shall do or cause to be done by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has executed this power of attorney
on this 24th day of June, 1998.

                                             -----------------------------------
                                             ALLAN C. KRULAK

STATE OF OHIO              )
                                    )       SS:
COUNTY OF CUYAHOGA         )

         BEFORE ME, a Notary Public in and for said County and State, personally
appeared the above named ALLAN C. KRULAK,  who acknowledged that he did sign the
foregoing instrument and that the same is his free act and deed.

         I have hereunto set my hand and official  seal at  ___________________,
Ohio, this 24th day of June, 1998.

                                             -----------------------------------
                                             Notary Public