Christopher L. Nines – Chief Financial Officer James DeCosmo – President, CEO

Robert Howard - Prospector Partners Mark Winetraub - Buckingham Research Eric Anderson – Hartford Financial Gerard Goetze - Maria

Good day ladies and gentlemen and welcome to the 2008 fourth quarter Forestar Group earnings conference call. My name is Chanel and I will be your coordinator for today. At this time all participants are in a listen only mode. We will be facilitating a question and answer session towards the end of this conference. (Operator Instructions) As a reminder, this conference is being recorded for replay purposes. I would now like to turn the presentation over to your host for today’s call, Mr. Chris Nines, Chief Financial Officer. Christopher L. Nines: Thank you and good morning. This is Chris Nines, Chief Financial Officer of Forestar. I’d like to welcome each of you who have joined us by conference call or webcast this morning to discuss the results for fourth quarter and full year 2008. Joining me this morning is Jim DeCosmo, President and CEO of Forestar. Let me remind you to please review the warning statements in our press release and our slides concerning forward-looking statements as we will make forward-looking statements during this presentation. This morning Jim and I will provide an update on our value creation activities and financial results for fourth quarter and full year 2008. At the completion of our presentation, we will be happy to take your questions. Thanks again for your interest in Forestar. I’d now like to turn the call over to Jim.

Thank you Chris and good morning. Welcome, and thank you for joining us on the call and the webcast. Before Chris reviews the financials I want to make a few comments relevant to the markets 2008 as well as our near term focus. The housing markets continue to battle through a rough storm. As a result we’ll continue to reduce costs and investments in development. As resources continue to perform well, lease bonus acreage and oil and gas production were up significantly, offset lower oil and gas prices and difficult real estate market conditions. For the quarter and the year we did not acquire any new real estate project. Unlike many, Forestar has a strong mix of low basis assets, active real estate projects principally located in the major markets of Texas, productive natural resources and a lean organization, led by a proven and experienced management team navigating our business through this phase of the cycle. The team is very focused on creating shareholder value, generating positive cash flow, and continuing to strengthen our balance sheet. In the next few slides I want to briefly comment on our 2008 performance. In 2008 we sold over 6,000 undeveloped acres at an average price for approximately $4800 per acre, generating about $29 million in sales. We continue creating value through entitlement. Entitlement activities were initiated on additional $7300 acres and now total 25 projects and 33,700 acres in the entitlement process. Five projects were seasoned entitlement totaling 2500 acres yielding approximately 1050 lots and 580 commercial acres. We focus our entitlement activities on acreage having the greatest commercial potential and locations expected to benefit from economic investment and expansion. Real estate sales: 1060 lots at an average price of $48,500 per lot. Including in these sales are 117 lots sold in a fault transaction at a price of $11,000 per lot. These were the last remaining lots at an entry level project called Parks of Deer Creek. Without the bulk sale, lot sales for the year would have averaged $53,200 per lot. In addition, we sold 120 commercial acres at an average price of $232,400 per acre. Our single largest investment in 2008 was in our [Siblaking] project in San Antonio. For the year we invested $34.9 million in Cibolo Canyon. We believe Cibolo is one of our business defining projects that will create and deliver value for years to come. In 2008 we sold 71 lots at Cibolo at an average price of 91,400 per lot. That’s up considerably from the first sales in 2005 that averaged approximately $52,000 per lot. As you would expect, sales velocity is down. Nonetheless, 71 lots equate to 1.4 sales per week. The average 2008 home sales per community for national builders is less than .5 according to Zellman and Associates. With regards to the resort, I recently attended an onsite topping out event where Marriott Miller Global announced target completion by year end and an opening early in the first quarter of next year. You can see the design statistics on the charts. Marriott claims this to be their largest JW resort in the world. Our economics are as follows: to date we’ve contributed 700 acres and approximately $26.5 million. From the time the resort opened and for each year thereafter through 2034 we will receive the equivalent of 9% of the hotel room revenues, 0.5% sales and use tax generated from the sales of all food, beverage, conference, golf, and spa. At year end 2008 we billed a municipal utility district $49.5 million to be reimbursed to Forestar for major infrastructure costs. Payment will be made at the time adequate [inaudible] support the issuance of bonds by the district. We believe Cibolo Canyon demonstrates the value we can create in other projects and markets. At year end we had 476,000 net mineral acres available for lease. In 2008 we leased about 61,000 net mineral acres for approximately $25 million in revenue. We optioned 17,000 acres for $1.6 million and billed and received $2 million in delayed rental. Our share of natural gas production for the year is 1363 MMCF which generated revenue of $11.9 million. Our share of oil produced was 88,000 barrels and revenue of $9.4 million. We had a strong year mineral resources and I’ll tell you our most significant accomplishment was established in our mineral, oil, and gas team. Our team was recruited from an expiration production sector, establishing the foundation and capabilities, skill sets and the experience required to further develop the business and create significant value. The first initiative is to develop and provide the disclosures necessary for the market to fully understand and assess the value of our strategy in our mineral, oil, and gas assets. We have approximately 340,000 timbered acres owned and 18,000 acres leased, all being managed for optimum timber yield and enhanced real estate value. In addition, almost 300,00 acres are leased for recreation, generating approximately $2 million in revenue and cash. Our fiber resources segment sold 917,000 tons of pulp wood at an average price of $8.50 to a ton and almost 164,000 tons of soft timber at an average price of $19.51 per ton. Fiber resource revenue for 2008 was approximately $13 million. Now let me turn it back over to Chris who will review finances for the quarter and for the year. Christopher L. Nines: Thanks, Jim. Net income for fourth quarter 2008 was $1.7 million or $0.05 per diluted share outstanding compared with essentially breakeven results for fourth quarter 2007. For the year 2008 Forestar reported net income of $12 million or $0.33 per diluted share, compared with net income of $24.8 million or $0.70 per diluted share. Despite challenging market conditions, fourth quarter and full year 2008 financial results reflect the benefit of our leasing and royalty income related to our oil and gas minerals, a low cost operation, and our value creation strategy for our real estate and natural resources assets. Full year 2008 weighted average diluted shares outstanding were 35.9 million shares. Now let me turn to our segment results. We manage our operations through three business segments: real estate, mineral resources, and fiber resources. Our real estate operation reported segment earnings of $3 million in fourth quarter 2008 compared with a segment loss of $0.2 million in fourth quarter 2007. The year-over-year improvement in segment earnings was principally due to increased sales of undeveloped land. Our real estate segment results were negatively impacted by impairment expense of $3.3. million in fourth quarter 2008 and $3.9 million in fourth quarter 2007. Full year 2008 real estate segment earnings were $9.1 million compared with $39.5 million in 2007. This decline was primarily due to residential lot sales and commercial track sales due to the continued slowdown in new home construction activity. Jim will walk you through our real estate sales and entitlement activity for fourth quarter and full year 2008 in a few slides. Mineral resources reported segment earnings of $6.1 million in fourth quarter 2008 compared with $3.7 million in fourth quarter 2007. Full year 2008 mineral resources segment earnings were $44.1 million compared with $18.6 million in 2007. These improvements were driven by increased leasing activity and royalties from increased natural gas production and higher average oil and natural gas prices. Including ventures, during 2008 we leased over 61,500 mineral acres, generating $24.9 million in bonus payments. In addition, during 2008, we retained a new mineral team led by Flavius Smith located in Ft. Worth, Texas. This team brings extensive experience and a proven track record of maximizing value of minerals to increase leasing, royalties, and additional participation and production revenue. Fiber resources reported segment earnings of $2.7 million in fourth quarter 2008 compared with $3.8 million in fourth quarter 2007. Fourth quarter 2007 segment earnings benefited from a $2.2 million gain on the termination of a timber lease with the Jones Company in connection with the formation of the Ironstob Venture. Full year 2008 fiber resources earnings were $8.9 million compared with $7.9 million in 2007. In summary, total segment earnings for fourth quarter 2008 were $11.8 million compared with $7.3 million in fourth quarter 2007. For the year 2007, total segment earnings were $66 million and despite challenging market conditions for our business in 2008, total segment earnings were $62.1 million. Now let me turn the call back over to Jim who will walk you through our real estate pipeline and the key performance indicators for our business.

Our real estate pipeline is comprised of four distinct value categories with the strategy being to create value by moving acreage through the value chain from left to right. At the end of 2008 we had approximately 315,000 low basis undeveloped acres of real estate principally located in and around Atlanta. The majority of this segment is comprised of acreage we selected from the 2 million acre timberland portfolio once owned by Temple Inland We have just under 34,000 acres in entitlement process, just over 14,000 acres in titles, and just under 2800 acres in the development category, [inaudible] our real estate portfolio of just over 365,000 acres. In addition we have about 25,000 lots in the title category, many originating from our low basis land with minimal investment. We have 4,421 lots in some phase of development defined as engineered with no physical platework [inaudible] for sale. Not reflected in the acreage is a 58% ownership interest in Ironstob Venture which controls over 2000 acres in North Georgia. This acreage is principally located in Paulding, Holt and Harrellson Counties. This next series of slides are our real estate key performance indicators a reconciliation of our progress in creating value by moving acreage through the pipeline. Revenue and earnings were down year-over-year principally due to reduced residential and commercial sales. Land sales, we sold over 6,000 acres for the year in 36 transactions at an average price of $4800 an acre. We have an upcoming slide providing additional detail in transparency. In 2008 we sold 120 acres of commercial property at an average price of $232,400 per acre. We sold 259 lots in the fourth quarter of 2008 including 117 lots at $11,000 in the bulk sales at Parks at Deer Creek, once again an entry level project in South Ft. Worth experiencing school district issues, a deterrent to demand. Net of the bulk sales we sold 142 lots at an average price of approximately $59,000 per lot. For the year we sold 1060 lots at an average price of $48,500 per lot. Net Parks of Deer Creek, that price was $53,500 per lot. The next slide provides additional insight on historical pricing trends. As I mentioned previously, our real estate portfolio is heavily influenced by the major market in Texas. You can see from the chart on the left our sales velocity has declined in all markets but the Texas markets continue to outperform on a relative basis. From a pricing standpoint you can see by the chart on the right, the sales prices have not only held up but have steadily increased. 2008 average lot price is net of the Parks of Deer Creek bulk sale. A legitimate question – why are the Texas markets different from other markets today? First, home prices did not overheat in the first half of the decade. There was very little [inaudible] activity. The markets have continued to maintain fairly balanced housing and lot inventories and to date, Texas has continued to lead the nation in job growth. However, I must say the Texas markets are not exempt from the recession and the poor sentiment that exists throughout the housing sector. Nonetheless, Texas has held up well. These are the basic underpinnings of our portfolio of real estate projects. Next I’ll provide additional color on our retail and small tract land sales. As part of Temple Inland is a standalone company. Since 2001 we’ve sold approximately $173 million in undeveloped small tract retail land sales. We’ve executed over 220 transactions representing approximately 40,000 acres at an average price in excess of $4400 per acre. These sales include properties that were classified as timberlands or higher and better use. In 2008, 36 transactions generated approximately $29 million in undeveloped land sales, a little over $6,000 acres at an average price of $4800 per acre. For the price per acre arrangement from the low of just over $2000 per acre to a high of $14,000 per acre. The chart provides additional details relevant to state and ownership structure. The bars represent price per acre on the left axis and the acreage is denoted by the triangles and sales on the right. For example, sale number 27 is an East Texas sale of approximately 450 acres at a price roughly $4800 per acre. Sale number 3 is a Georgia special use/conservation sale of approximately 470 acres at a little over $10,600 per acre. Even though this is an orderly looking chart, keep in mind that land sales are lumpy. In the latter half of the year we allocated additional human resources to our retail small track land sales initiative, expanded the network of retail brokers, and enhanced the marketing activity with the objective of generating additional retail or small tract land. [inaudible] as I previously mentioned were accomplished with essentially one person and minimal marketing. In addition to adding resource to our land sales initiative, this week we’re launching our improved retail small tract land sales website with many of the notable upgrades and attributes on the right. It can be viewed at www.landforsale.forestargroup.com and I encourage you to visit the site. Moving on to entitlements in 2008, Georgia entitlement progress in 2008 we initiated an entitlement process on five additional projects or 7300 acres. At year end we had a total of 19 projects and just over 28,000 acres in the entitlement process. We also secured entitlement from 5 projects with an estimated yield of 1050 lots and 500 commercial acres for various uses and in locations expected to benefit from development and job creation. As we’ve discussed before, we’re equally focused on economic development and commercial use. The next two slides are examples of two of our commercial use projects through securing entitlement in 2008. Coweta Industrial Park is located at the intersection of Highway 29 and I-85 with the [inaudible] adjoining the southern border. The site is located approximately 35 miles from the Atlanta airport or the [Kea] plant at West Point, Georgia scheduled to open this quarter to begin production later this year. The 195 acre industrial park is owned for 2 million square feet for industrial and/or distribution uses. [South Callway] is a good example of creating multiples of value through multiple use entitlement of low basis land with minimal investment. Our project currently entitled Pickens School in Pickens County, Georgia received entitlement in 2008. This project is located northeast of Atlanta, intersected by Highway 515, a four lane divided highway essentially an extension of 575 which originates just above Marietta off of I-75. In addition to zoning for residential communities, the 414 acres owned as highway business allows us the flexibility to mix retail, office, and multifamily in a way that optimizes use and value. Given the location of existing infrastructure and zoning, this project is one of our sites earmarked for economic development at the regional and state level. The mineral resources segment generated almost $48 million in revenue for the year. We leased approximately 61,500 net mineral acres for the year and ended the year with approximately 121,000 acres under lease. That’s up 44,000 acres from year end ’07. Even though oil and natural gas prices have come down from the peak in 2008, we continue to experience leasing activity evident by the 5687 acres leased in the fourth quarter. Gas production is up year-over-year with oil down marginally. At year end 2008 there were an additional 31 wells producing royalty revenues compared to year end 2007. We ended 2008 with our minerals, oil, and gas team in place with a top priority of providing transparency and disclosures required for net asset value assessment. Disclosures will include reserve and are targeted for release in our second quarter filing. [Officer] sales volume for 2008 was less than 2007 and is skewed toward pulpwood given the fast falling timber prices. Nonetheless, our fiber resources segment earnings of $8.9 million was up year-over-year and is principally due to a reduction in cost. We’ll continue to operate our fiber resources segment in a way that maximizes the value of both our real estate and our fiber resources. Business generated $12 million in earnings or $0.33 per diluted share in a very challenging year. Our 2008 segment earnings of $62.5 million were down less than $4 million from 2007. That’s a tribute to the hard and diligent work of our employees and a solid foundation of real estate and natural resource assets. We currently have a very lean organization of approximately 92 people who are very focused on creating and delivering value from a strong mix of both real estate and natural resource assets. In closing, we expect 2009 to be a challenging year. Our near term initiatives are to generate sales across all lines of business with the previous slide providing an overview of assets and segments from which we sell. Number two, continue to reduce investments in development, by far our largest use of cash. The run rate over the last three years has been approximately $80 million a year. We expect our ongoing efforts to significantly reduce development spend in 2009. Number three, continue to reduce both G&A and off rating expense. This free cash that’s generated will continue to strengthen our balance sheet and use cash in a way that best benefits our shareholders. Once again, let me thank you for your interest in Forestar and joining us this morning. Before I open up the call for questions, let me state that we are not prepared to respond to any questions concerning Mr. Ware’s proposal and we will not speak on behalf of the Board. We have a very experienced Board of Directors who will consider Mr. Ware’s proposal and in accordance with its fiduciary responsibilities and respond as appropriate in due course. Now I’d like to open up the call for questions.

(Operator Instructions) Your first question comes from Robert Howard of Prospector Partners. Robert Howard - Prospector Partners: Just a couple things. The Q4 mineral results, did that... I guess are these results are sort of based on current commodity prices or would there have been any additional uplift that it could have benefited from old $100 oil prices that it’s somehow subcontracted kind of come along and maybe have those revenues maybe be a little bit higher than you would have expected from just sort of a straight current commodity price level. Christopher L. Nines: Our prices that we report are generally anywhere from a 60 to a 90 day lag. We get paid at the well head and there’s a bit of accounting and time lag between when the oil or gas is produced and when we get paid so we’re generally as I said about 60 to 90 days in arrears or lag in price. Robert Howard - Prospector Partners: So the earnings or revenues that you get, it’s all based on when the cash comes in as opposed to some type of based on the oil came up in October and the revenue gets credited when you get the cash as opposed to when the oil was taken out of the ground. Christopher L. Nines: That’s correct. Robert Howard - Prospector Partners: Where are you guys in terms of completing your inventory of your mineral resources and I know one of your big tasks is trying to get your hands completely around everything you’ve got, how is that process going?

As I stated in my comments, the new mineral, oil, and gas team is in place. Their number one priority is to generate the transparency and the disclosures required for you in the balance of the market to be able to fully understand and value these mineral, oil, and gas resources. As I also stated, our target is to provide a significant amount of additional information in our second quarter. So I will tell you there’s a full court press. Robert Howard - Prospector Partners: Have you guys, I guess with the current economic environment, anything about what your debt levels are? Are you sort of happy with the way your debt liquidity or situation is? Do you want to pay down some of that at all or what are your kind of thinking in how to deal with the economic environment on that end of things? Christopher L. Nines: We ended 2008 with debt to cap somewhere around 42%, 23%, something like that. I can tell you kind of based once again on the comment that I made, we expect 2009 to be another really challenging year, so addressing the balance sheet and in some prudent manner would probably be in the best interest of the business.

Your next question comes from Mark Winetraub of Buckingham Research. Mark Winetraub - Buckingham Research: Jim, I wanted to get a little bit more detail on Slide 22 and go over the three elements of the near term strategic initiative to drive higher free cash flow, maybe get a little bit more specificity if possible, and maybe first what the kind of minimum which is reduced in investment and development. Can you tell us how much in terms of obligations or capital that you need to spend in ’09 that there is still on the table as a starting point?

As I said in my comments, we expect that our initiatives and ongoing efforts to make a significant reduction in spend for development in ’09. The biggest obligation that we have in commitment is clearly Cibolo Canyon is related to the resort. Palisades West which was a significant investment in 2008 for the most part has been satisfied. There will be a little bit that rolls over into the first quarter of this year. Those two projects along, Cibolo Resort, the development in 2008 represented about 44 million of our investment in development, so you can see just in those two projects alone represented a significant share of development, so I would also tell you in 2009 looking back at our investments, a lot of the major track is in at Cibolo. A couple of the most significant expenses were the two parkways. There’s a TPC Parkway that goes to the resort and also another Cibolo Canyons Parkway that goes to the resort and both those are divided highways with medians and significant investment. Both those are in and almost fully landscaped. Mark Winetraub - Buckingham Research: So order of magnitude, Cibolo Canyons and Palisades West in 2009, what’s the commitment that you have?

Palisades is just about done. I can’t tell you exactly what the number is for Cibolo’s development for the residential piece. It will certainly be down given investments in the major track that we had last year in the resort. I think we’re roughly $26.5 median on an existing $38 million commitment. Mark Winetraub - Buckingham Research: So I guess there’s $12 million remaining, which some of which could be in ’09, some could be in 2010. Christopher L. Nines: Yeah, it’s just a function of the pace of construction development on the resort. As I said in my comment, there’s an expectation by Marriott and Miller that the resort will be completed by the end of the year and [inaudible] over a year from now in the first quarter ’10. Mark Winetraub - Buckingham Research: And so then beyond Cibolo Canyons and Palisades, it seems you probably spend about $35 million if you take the $80 million and subtract the $44 million, order of magnitude $35 million for other projects. What type of number do you think is realistic for ’09? Christopher L. Nines: We reduced the investment and development in all projects. I think Cibolo and Palisades is a prime example. There’s a handful of projects that it continues to do well even in today’s environment and, as I’ve said on a number of occasions, that’s where we’ll consider any investment in development. Mark Winetraub - Buckingham Research: So order of magnitude when we put it all together for ’09, should we be thinking $30 million or so of development? $40 million of development spending? Or can it be even less than that? Christopher L. Nines: Mark, I won’t give you a specific number. I’ll just go back to my prepared comment and say that in comparison to ’08 it will be a significant reduction. Mark Winetraub - Buckingham Research: Okay. And on the operating expense reduction, you indicated you’re already very lean. Where can you get further leverage to reduce operating expenses and what type of magnitude opportunity is that? Christopher L. Nines: In OpEx and G&A in 2008, Mark, being the first year of standalone public, there was certainly some start up and ramp up costs that we have continued to move out of the operations and the system. The latter half of the year, we’ll continue to do that in the first quarter. I’ll tell you this, as far as employees that we have on board, it’s down from its peak. The number of consultants and contractors that were providing support for startup is almost nonexistent today. So those are the two primary and biggest areas. Mark Winetraub - Buckingham Research: Okay. And then when you talked about generating sales across all lines of business, I imagine you do that all the time. You made a reference to the retail land sales program and that you certainly laid out an enhanced strategy there. Are there other areas where we should be thinking that there could be a renewed or more aggressive effort to realize revenues sooner rather than later across the business lines? Christopher L. Nines: Yes, across all lines of business. I think my comments were appropriate for the morning, Mark. Mark Winetraub - Buckingham Research: Then lastly, when you put all this together, you come to increased free cash flow. Is it well within your capabilities to be free cash flow positive in 2009, i.e. to be in a debt reduction mode in 2009? Christopher L. Nines: That’s clearly our target and focus. Mark Winetraub - Buckingham Research: Okay. And then lastly, I recognize that it’s the Board’s role to respond to that Holland Ware proposal and I understand that you can’t comment on that, but is there a particular timeline in which you would expect to be able to give us feedback on that? Christopher L. Nines: Mark, as we said in our press release, the board will address it in due course.

Your next question comes from Eric Anderson – Hartford Financial. Eric Anderson – Hartford Financial : I wonder if you could just give us a little bit of history as to the... if you look at the timberland that you retained that was not sold in the two million shared transaction that you referenced earlier, how was it decided what you kept? Was it just things that didn’t get the appropriate bid, or were there some strategic thought as to what you wanted to keep in order to put into the company? The second part of my question relates to the mineral rights. I believe you’ve got mineral rights on about 600,000 acres and does that imply that some of the two million acres that were sold either didn’t have them or you were not able to retain those mineral rights? Christopher L. Nines: First question, criteria for the property that we selected, Eric, beginning in early 2000, we put a team in place in Georgia and started examining all of the property in that region to determine which ones had the potential to create multiples of value through entitlement and then subsequent development. So there’s a fairly exhaustive analysis that started years and years ago looking at these properties. It’s a function of estimates, infrastructure development, infrastructure plans, infrastructure that’s in place, population growth, demographics, principally related to Atlanta but also in consideration with Birmingham and Chattanooga. So we started that in the early 2000s prior to spending out and as part of Temple Inland transformation plan. There was one more evaluation of all the properties and selections were made. So our selections were based on, I believe, that these properties had the potential to create multiples of value and/or had multiples of value above and beyond timberland just based on other special uses. Eric Anderson – Hartford Financial : So then if they’re presently still just primarily just timberland holdings, that doesn’t imply that they always will be? Christopher L. Nines: That’s true. When you look at these properties, it would look like timberland but so did some of the maps for developments that are in Georgia today. And the feedstock for development is either agriculture or timberland and when you look at our value creation strategy, there’s that undeveloped land that’s in the bottom that we move it up into entitlement when it’s ready, so prior to been development then subsequent development. We’ll make those investments when we can meet our return expectations. Eric Anderson – Hartford Financial : So then basically then, whatever you have today is the stuff that you wanted to keep not that you had to keep? Christopher L. Nines: Correct. Absolutely. Those were our selection. Second part of your question, 622,000 net mineral acres, the simple answer to that is that over the decades, as Temple Inland bought and sold property, they would generally reserve mineral rights. So if you look at Texas and Louisiana, we own something just north of 50,000 surface acres and I think mineral acreage is north of 350,000. So in most cases, we don’t own the surface but we do own the minerals. Eric Anderson – Hartford Financial : Okay. Well, that’s very helpful. Christopher L. Nines: Which is a dominant estate.

Gerard Goetze - Maria: I was wondering if you could just help us with the date of the next board meeting, regularly scheduled or otherwise. Christopher L. Nines: Gerard, our board meets quarterly and as I’ve said the board will entertain and review proposals in due course. Gerard Goetze - Maria: So there’s no date set at the moment but the board does meet quarterly? Christopher L. Nines: Yes. Gerard Goetze - Maria: Okay, thank you. Christopher L. Nines: That was our last question. Once again, I want to thank you all for joining us all in the call this morning as well as your interest in investment in Forestar.

Ladies and gentleman, that concludes the presentation. Thank you for your participation. You may now disconnect. Have a great day.