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                                                                   Exhibit 10.39

                          FOREST CITY ENTERPRISES, INC.

                           Restricted Stock Agreement

                  THIS RESTRICTED STOCK AGREEMENT (this "AGREEMENT") effective
as of _______________ is made by and between Forest City Enterprises, Inc., an
Ohio corporation (the "COMPANY"), and the individual who is named as the Grantee
(the "GRANTEE") on the signature page of this Agreement.

                  The execution of this restricted stock agreement has been
authorized by a resolution of the Compensation Committee (the "COMMITTEE") of
the Board of Directors of the Company (the "BOARD").

                  In consideration of the Grantee's acceptance of the terms and
conditions of this Agreement, and subject to the terms of this Agreement, the
Company hereby grants to the Grantee the number of shares (together with all
other shares of Common Stock that become subject to this Agreement,
collectively, the "SHARES") of the Company's Class A Common Stock, par value
$.33-1/3 per share ("COMMON STOCK"), that are shown on the signature page of
this Agreement as the Original Award.

AGREEMENT:

                  1. Issuance of Common Stock. The Shares will be issued on the
date of this Agreement as fully paid and nonassessable shares and will be
represented by certificates registered in the name of the Grantee and bearing a
legend referring to the restrictions set forth in this Agreement.

                  2. Restriction on Transfer of Common Stock. The Shares may not
be transferred, sold, pledged, exchanged, assigned or otherwise encumbered or
disposed of by the Grantee, except to the Company, until they have become
nonforfeitable in accordance with Section 3 of this Agreement. Any purported
transfer, encumbrance or other disposition of the Shares that is in violation of
this Section 2 will be null and void, and the other party to any such purported
transaction will not obtain any rights to or interest in the Shares.

                  3. Vesting of Common Stock. (a) The Shares will become
nonforfeitable upon the occurrence of the following:

<TABLE>
<CAPTION>
                  Amount Nonforfeitable              Date Nonforfeitable
                  ---------------------              -------------------

<S>                                                <C>
                  1/4 of the Original Award          On the second anniversary of the Grant Date.

                  1/4 of the Original Award          On the third anniversary of the Grant Date.

                  All Forfeitable Shares             Fourth anniversary of the Grant Date.
</TABLE>


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                  (b) Notwithstanding the provisions of Section 3(a), all of the
Shares will immediately become nonforfeitable if a Change in Control occurs
after the Grant Date. "CHANGE OF CONTROL" means if at any time any of the
following events has occurred:

                  (i)      the Company merges itself, or is merged or
                           consolidated with, another corporation and as a
                           result of such merger or consolidation less than 51%
                           of the voting power of the then-outstanding voting
                           securities of the surviving corporation immediately
                           after such transaction are directly or indirectly
                           beneficially owned in the aggregate by the former
                           shareholders of the Company immediately prior to such
                           transaction;

                  (ii)     all or substantially all the assets accounted for on
                           the Consolidated Balance Sheet of the Company are
                           sold or transferred to one or more corporations or
                           persons, and as a result of such sale or transfer
                           less than 51% of the voting power of the
                           then-outstanding voting securities of such
                           corporation or person immediately after such sale or
                           transfer is directly or indirectly beneficially held
                           in the aggregate by the former shareholders of the
                           Company immediately prior to such transaction or
                           series of transactions;

                  (iii)    a person, within the meaning of Section 3(a)(9) or
                           13(d)(13) (as in effect on the date of the award) of
                           the Securities Exchange Act of 1934, as amended (the
                           "EXCHANGE ACT"), becomes the beneficial owner (as
                           defined in Rule 13d-3 of the Securities and Exchange
                           Commission pursuant to the Exchange Act) of (i) 15%
                           or more but less than 35% of the voting power of the
                           then-outstanding voting securities of the Company
                           without prior approval of the Company's Board, or
                           (ii) 35% or more of the voting power of the
                           then-outstanding voting securities of the Company;
                           provided, however, that the foregoing does not apply
                           to any such acquisition that is made by (w) any
                           Subsidiary of the Company (x) any employee benefit
                           plan of the Company or any Subsidiary or (y) any
                           person or group of which employees of the Company or
                           of any Subsidiary control a greater than 25% interest
                           unless the Board determines that such person or group
                           is making a "hostile acquisition;"

                  (iv)     a majority of the members of the Board are not
                           Continuing Directors, where a "CONTINUING DIRECTOR"
                           is any member of the Board who (x) was a member of
                           the Board on the date of the award or (y) was
                           nominated for election or elected to such Board with
                           the affirmative vote of a majority of the Continuing
                           Directors who were members of such Board at the time
                           of such nomination or election.

                  (c) Notwithstanding the provisions of Section 3(a), all of the
Shares will immediately become nonforfeitable if the Grantee
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                  (i)      dies or becomes permanently disabled while in the
                           employ of the Company or a Subsidiary after the Grant
                           Date, or

                  (ii)     with the consent of the Board, retires after the
                           Grant Date from the Company or a Subsidiary under a
                           retirement plan of the Company or any Subsidiary, or

                  (iii)    ceases to be employed by the Company or any
                           Subsidiary as the result of a termination by the
                           employer without Cause.

                  4. Termination of Rights and Forfeiture of Common Stock.
Except for Shares that have become nonforfeitable, all of the Shares will be
forfeited if the Grantee ceases to be employed by the Company or a Subsidiary at
any time prior to the fourth anniversary of the Grant Date. In the event of a
forfeiture, any certificate(s) representing the Shares will be canceled.

                  5. Dividend, Voting and Other Rights. Except as otherwise
provided in this Agreement, the Grantee will have all of the rights of a
shareholder with respect to the Shares, including the right to vote the Shares
and receive any dividends that may be paid thereon; provided, however, that any
additional shares of Common Stock or other securities that the Grantee may
become entitled to receive pursuant to a stock dividend, stock split,
combination of shares, recapitalization, merger, consolidation, separation or
reorganization or any other change in the capital structure of the Company will
be subject to the same restrictions as the Shares.

                  6. Retention of Stock Certificate(s) by Company. Any
certificates representing Shares will be held in custody by the Company together
with a stock power endorsed in blank by the Grantee with respect thereto, until
those shares have become nonforfeitable in accordance with Section 3.

                  7. Compliance with Law. The Company shall make reasonable
efforts to comply with all applicable federal, state and other applicable
securities laws; provided, however, notwithstanding any other provision of this
Agreement, the Company will not be obligated to issue any securities pursuant to
this Agreement if the issuance thereof would result in a violation of any such
law. Grantee acknowledges that Grantee is a senior manager of the Company, has
complete access to the Company's financial and other information, is fully
capable of making an investment decision concerning the Company's Common Stock
without assistance of third parties, and has no intention to distribute any of
the Shares to third parties.

                  8. Withholding Taxes. If the Company is required to withhold
any federal, state, local or foreign tax in connection with any issuance of
restricted or nonrestricted shares of Common Stock or other securities pursuant
to this Agreement, the Grantee shall pay the tax or make provisions that are
satisfactory to the Company for the payment thereof.

                  9. Right to Terminate Employment. No provision of this
Agreement will limit in any way whatsoever any right that the Company or a
Subsidiary may otherwise have to terminate the employment of the Grantee at any
time.
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                  10. Relation to Other Benefits. Any economic or other benefit
to the Grantee under this Agreement will not be taken into account in
determining any benefits to which the Grantee may be entitled under any
profit-sharing, retirement or other benefit or compensation plan maintained by
the Company or a Subsidiary and will not affect the amount of any insurance
coverage available to any beneficiary under any insurance plan covering
employees of the Company or a Subsidiary.

                  11. Severability. In the event that one or more of the
provisions of this Agreement are invalidated for any reason by a court of
competent jurisdiction, any provision so invalidated will be deemed to be
separable from the other provisions hereof, and the remaining provisions hereof
will continue to be valid and fully enforceable.

                  12. Governing Law. This Agreement is made under, and will be
construed in accordance with, the laws of the State of Ohio without regard to
conflict of law principles of such state.

                  13. Restrictive Legends. The Grantee acknowledges that the
Shares are subject to the terms of this Agreement and to transfer restrictions
imposed by the securities laws, and that the certificates representing the
Shares will bear a restrictive legend substantially as follows:

                           The Shares represented by this certificate were
                           issued pursuant to a Restricted Stock Agreement dated
                           effective as of ___________________ between Forest
                           City Enterprises, Inc. and the holder named on the
                           face of this certificate, and are subject to the
                           terms and conditions, including restrictions on
                           transfer, of that Agreement. Any purported transfer,
                           encumbrance or other disposition in violation of that
                           Agreement will be null and void.

                           The Shares represented by this certificate have not
                           been registered for resale under the Securities Act
                           of 1933 or any applicable state securities laws. The
                           Shares may not be sold or transferred in the absence
                           of an effective registration statement under the
                           applicable securities laws or pursuant to an
                           available exemption from registration.

                  14. Definitions. As used in this Agreement, the following
terms have the following meanings:

                   "CAUSE" means gross neglect of duty, dishonesty, conviction
of a felony, disloyalty, intoxication, drug addiction, or other similar
misconduct adverse to the best interests of the Company.

                  "GRANT DATE" means the date of the Board or Committee action
awarding the Shares to the Grantee as indicated on the signature page of this
Agreement.

                  "ORIGINAL AWARD" means the number of Shares of Common Stock
indicated as the Original Award on the signature page of this Agreement.
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                  "SUBSIDIARY" means any corporation (other than the Company) in
an unbroken chain of corporations beginning with the Company if each of such
corporations (or a group of corporations that themselves are Subsidiaries) other
than the last corporation in the unbroken chain owns stock possessing fifty
percent or more of the total combined voting power of all classes of stock in
one of the other corporations in such chain.

                  This Restricted Stock Agreement has been executed by the
parties at Cleveland, Ohio as of _______________________, 200___.


                                   FOREST CITY ENTERPRISES, INC.



                                   By:
                                       ------------------------------------
                                          Name:  Charles A. Ratner
                                          Title:  Chief Executive Office and
                                                  President

                                  The Grantee:


                                  -----------------------------------------
                                  Name:


Name of Grantee:

Grant Date:

Original Award: