FIRST AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                        RECKSON SERVICE INDUSTRIES, INC.

It is hereby certified that:

         1. The  present  name  of  the  corporation   (hereinafter  called  the
            "Corporation")  is Reckson Service  Industries,  Inc. The name under
            which  the  Corporation  was  originally  incorporated  was  Reckson
            Strategic  Inc., and the date of filing the original  certificate of
            incorporation  of the Corporation with the Secretary of State of the
            State of Delaware was July 15, 1997, as amended by  certificates  of
            amendment to the certificate of incorporation on January 8, 1998 and
            March 4, 1998.

         2. The certificate of  incorporation  is hereby amended and restated in
            its  entirety  as  set  forth  in the  First  Amended  and  Restated
            Certificate of Incorporation hereinafter set forth.

         3. The  provisions  of  the   certificate  of   incorporation   of  the
            Corporation  as herein  amended are hereby  restated and  integrated
            into the single instrument which is hereinafter set forth, and which
            is entitled First Amended and Restated  Certificate of Incorporation
            of Reckson Service Industries,  Inc., without any further amendments
            other than the amendments herein certified.

         4. As of the date this amendment and  restatement of the certificate of
            incorporation  is filed with the  Secretary of State of the State of
            Delaware,  the Corporation has received  payment for its outstanding
            capital stock.

         5. This First Amended and Restated  Certificate  of  Incorporation  has
            been  duly  adopted  by  the  Corporation  in  accordance  with  the
            provisions of Sections  103, 242 and 245 of the General  Corporation
            Law of the State of Delaware and by the  shareholders  in accordance
            with  Section  228 of the  General  Corporation  Law of the State of
            Delaware.

         6. The certificate of incorporation of the Corporation,  as amended and
            restated  herein,  shall at the effective time of this First Amended
            and Restated Certificate of Incorporation read as follows:



<PAGE>
                                   ARTICLE I.


         The name of the corporation is: Reckson Service  Industries,  Inc. (the
"Corporation").

                                  ARTICLE II.

                     REGISTERED OFFICE AND REGISTERED AGENT

         The  address  of the  Corporation's  registered  office in the State of
Delaware  is  Corporation  Trust  Center,  1209  Orange  Street,  in the City of
Wilmington, County of New Castle. The name of the Corporation's registered agent
at such address is The Corporation Trust Company.

                                  ARTICLE III.

                                     PURPOSE

         The  purposes  for which  the  Corporation  is  organized  are:  (a) to
identify and acquire interests in operating  companies that engage in businesses
that provide  services for occupants of office,  industrial  and other  property
types; (b) to become a lessee and operator of various types of assets, including
certain real estate owned or to be owned  directly or  indirectly by (i) Reckson
Associates  Realty Corp.,  a Maryland  real estate  investment  trust  ("Reckson
Associates"),  or Reckson  Operating  Partnership,  L.P.  , a  Delaware  limited
partnership  (the  "Operating   Partnership",   and  collectively  with  Reckson
Associates,  "Reckson")  or  (ii)  other  persons  or  entities  whether  or not
affiliated  with Reckson;  (c) to perform an agreement to be entered into by and
between  the  Corporation  and  the  Operating  Partnership  (the  "Intercompany
Agreement") pursuant to which the Corporation and the Operating Partnership will
agree to provide  each other with rights of first  opportunity  with  respect to
certain  transactions and activities;  (d) to be prohibited,  in accordance with
the Intercompany  Agreement,  from  developing,  pursuing or taking advantage of
opportunities  to acquire,  or otherwise make an investment in, real estate that
is structured in a manner that qualifies under the federal tax law  requirements
applicable  to real  estate  investment  trusts for so long as the  Intercompany
Agreement  remains  effective,  unless and until the Corporation,  in accordance
with the terms of the Intercompany  Agreement,  has offered any such opportunity
to the Operating  Partnership  and the Operating  Partnership  has chosen not to
pursue such  opportunity;  and (e) to engage in any lawful act or  activity  for
which  corporations  may be organized  under the General  Corporation Law of the
State of Delaware, as from time to time amended (the "DGCL").

                                  ARTICLE IV.

                                  CAPITAL STOCK

         The  Corporation   shall  have  the  authority  to  issue  a  total  of
150,000,000  shares of capital stock, each with a par value of $.01,  consisting
of 100,000,000  shares of common stock ("Common  Stock"),  25,000,000  shares of
excess  stock  ("Excess  Stock")  and  25,000,000   shares  of  preferred  stock
("Preferred Stock").


<PAGE>

                                   ARTICLE V.

                                  COMMON STOCK

         Section A. Common Stock  Subject to Terms of Preferred  Shares.  Common
Stock shall be subject to the express terms of any series of Preferred Stock.

         Section B. Dividend Rights.  Subject to any preferential  rights of any
outstanding  series of  Preferred  Stock,  the holders of Common  Stock shall be
entitled to receive such  dividends as may be declared by the board of directors
out of funds legally available therefor.

         Section C. Rights Upon  Liquidation.  In the event of any  voluntary or
involuntary  liquidation,  dissolution or winding up, or any distribution of the
assets  in  connection  therewith,  of the  Corporation,  the  aggregate  assets
available  for  distribution  to holders of Common Stock shall be  determined in
accordance with applicable law. Each holder of Common Stock shall be entitled to
receive,  ratably with each other holder of Common  Stock,  that portion of such
aggregate assets available for distribution as the number of outstanding  Common
Stock held by such holder bears to the total number of outstanding Common Stock.

         Section D. Voting Rights.  Except as may otherwise be provided  herein,
and subject to the express terms of any series of Preferred  Stock,  the holders
of Common  Stock  shall have the  exclusive  right to vote on all matters (as to
which a holder of common stock shall be entitled to vote  pursuant to applicable
law) at all  meetings  of the  stockholders  of the  Corporation  and  shall  be
entitled to one (1) vote for each share of Common Stock entitled to vote at such
meeting.

                                  ARTICLE VI.

                                 PREFERRED STOCK

         Preferred  Stock may be issued  from time to time in one or more series
as  authorized  by the  board of  directors.  The board of  directors  is hereby
authorized,  by filing a certificate  pursuant to the DGCL (the "Preferred Stock
Designation"),  to  establish  from  time to time the  number  of  shares  to be
included in each series, and to fix the designations, voting powers, privileges,
preferences,   terms  and  rights,   and  the   limitations,   restrictions  and
qualifications,  of the shares of each  series.  The  authority  of the board of
directors  with  respect to each series  shall  include,  but not be limited to,
determination of the following:

         (a) the  designation  of the  series,  which  may be by  distinguishing
number, letter or title;

         (b) the  number of  shares of the  series,  which  number  the board of
directors may thereafter (except where otherwise provided in the Preferred Stock
Designation)  increase or decrease  (but not below the number of shares  thereof
then outstanding);

         (c) whether  dividends,  if any, shall be cumulative or  noncumulative,
and, in the case of shares of any series having cumulative  dividend rights, the
date or dates or method of determining the date or dates from which dividends on
the shares of such series shall be cumulative;
<PAGE>



         (d) the rate of any dividends (or method of determining such dividends)
payable to the holders of the shares of such series,  any conditions  upon which
such dividends shall be paid and the date or dates or the method for determining
the date or dates upon which such dividends shall be payable;

         (e) the price or prices (or method of determining such price or prices)
at  which,  the form of  payment  of such  price or prices  (which  may be cash,
property or rights,  including  securities of the same or another corporation or
other  entity)  for  which,  the date or dates on which or the period or periods
within which and the terms and  conditions  upon which the shares of such series
may be  redeemed  or  exchanged,  in  whole  or in part,  at the  option  of the
Corporation  or at the  option of the  holder  or  holders  thereof  or upon the
happening of a specified event or events, if any;

         (f) the obligation, if any, of the Corporation to purchase, exchange or
redeem  shares of such series  pursuant to a sinking fund or  otherwise  and the
price or prices at which, the form of payment of such price or prices (which may
be cash,  property  or  rights,  including  securities  of the  same or  another
corporation or other entity) for which,  the date or date on which or the period
or periods  within which and the terms and  conditions  upon which the shares of
such series shall be  redeemed,  exchanged  or  purchased,  in whole or in part,
pursuant to such obligation;

         (g) the amounts  payable on and the  preferences,  if any, of shares of
such  series  in  the  event  of  any  voluntary  or  involuntary   liquidation,
dissolution or winding up of the affairs of the Corporation;

         (h) provisions, if any, for the conversion or exchange of the shares of
such series, at any time or times at the option of the holder or holders thereof
or at the option of the  Corporation or upon the happening of a specified  event
or events,  into shares of any other class or classes or any other series of the
same or any other  class or  classes  of stock,  or any other  security,  of the
Corporation,  or any other corporation or other entity,  and the price or prices
or rate or  rates of  conversion  or  exchange  and any  adjustments  applicable
thereto,  and all other  terms and  conditions  upon  which such  conversion  or
exchange may be made;

         (i)  restrictions  on the  issuance  of shares of such series or of any
other class or series, if any;

         (j) the voting rights, if any, of the holders of shares of such series;
and

         (k) any other  relative  rights,  preferences  and  limitations on such
series.

         (l) Subject to the express  provisions of any other series of Preferred
Stock  then  outstanding,  and  notwithstanding  any other  provision  contained
herein,  the board of  directors  may  increase or  decrease  (but not below the
number of shares of such series then outstanding) the number of shares, or amend
the  voting  powers,  designations,  preferences  and  relative,  participating,
optional  or  other  rights,  if any,  and the  qualifications,  limitations  or
restrictions of the shares of any such series of Preferred Stock.

                                  ARTICLE VII.

                                SOLE INCORPORATOR

         The name and mailing address of the incorporator is as follows:


                 Name                               Mailing Address
                 ----                               ---------------
           Jason M. Barnett                       225 Broadhollow Rd.
                                               Melville, New York 11747


         The powers of the  incorporator are to terminate upon the filing of the
Certificate of Incorporation.

                                 ARTICLE VIII.

                               BOARD OF DIRECTORS

         Section  A.  Initial  Directors.  The name and  mailing  address of the
persons  who are to serve as the  directors  until the first  annual  meeting of
stockholders  in 1999 or until his or her  successor is elected and qualifies is
as follows:


                 Name                                 Mailing Address
                 ----                                 ---------------
           Donald J. Rechler                        225 Broadhollow Rd.
                                                 Melville, New York 11747

             Roger Rechler                          225 Broadhollow Rd.
                                                 Melville, New York 11747

           Scott H. Rechler                         225 Broadhollow Rd.
                                                 Melville, New York 11747

            Michael Maturo                          225 Broadhollow Rd.
                                                 Melville, New York 11747

           Gregg M. Rechler                         225 Broadhollow Rd.
                                                 Melville, New York 11747

          Mitchell D. Rechler                       225 Broadhollow Rd.
                                                 Melville, New York 11747
<PAGE>

         Section  B.  Powers  of the Board of  Directors.  The  business  of the
Corporation shall be managed by the board of directors.

         Section C. Number of Directors  Constituting the Board.  Subject to any
rights of holders of any class or series of stock having a  preference  over the
Common Stock as to  dividends  to elect  additional  directors  under  specified
circumstances (the "Preferred  Holders' Rights"),  the number of directors shall
be fixed by the by-laws of the Corporation.

         Section D. Election and Terms of Directors.  The directors,  other than
any  directors  elected by the holders of any class or series of stock  having a
preference  over the Common Stock as to  dividends,  shall be  classified,  with
respect to the time which they severally hold office,  into three classes,  each
class constituting approximately one-third of the total number of directors. One
class will be originally  elected for a term  expiring at the annual  meeting of
stockholders to be held in 1999,  another class will be originally elected for a
term  expiring at the annual  meeting of  stockholders  to be held in 2000,  and
another  class will be  originally  elected  for a term  expiring  at the annual
meeting of stockholders to be held in 2001, with directors in each class to hold
office  until a successor  is duly  elected and  qualified.  At each  succeeding
annual meeting of  stockholders,  directors  elected to succeed those  directors
whose terms then  expire  shall be elected for a term of office to expire at the
third succeeding annual meeting of stockholders after their election,  with each
director  to hold  office  until such  person's  successor  shall have been duly
elected and qualified.

         Section  E.  Vacancies.  Except  as  otherwise  provided  for or  fixed
pursuant to the  provisions  of Article VI hereof  relating to the rights of the
holders  of any class or series of stock  having a  preference  over the  Common
Stock  as  to  dividends  to  elect   additional   directors   under   specified
circumstances,  newly created  directorships  resulting from any increase in the
authorized  number of  directors  and any  vacancies  on the board of  directors
resulting  from  death,  resignation,  disqualification,  removal or other cause
shall only be filled by the board of directors.

         Section F.  Election of  Directors.  The  directors of the  Corporation
shall not be required to be elected by written  ballots unless the Bylaws of the
Corporation so provide.

         Section G.  Removal of  Directors.  Subject to any  Preferred  Holders'
Rights,  directors  may be removed only for cause upon the  affirmative  vote of
holders of at least 80% of the entire  voting power of all the  then-outstanding
shares of stock  entitled to vote  generally in the  election of directors  (the
"Voting Stock"), voting together as a single class.

         Section H. Relevant Factors to be Considered by the Board of Directors.
In determining  what is in the best interest of the  Corporation in evaluating a
transaction,  a director of the  Corporation  shall consider all of the relevant
factors,  which may include:  (i) the  immediate  and  long-term  effects of the
transaction on the Corporation's stockholders,  including stockholders,  if any,
who do not participate in the transaction;  (ii) the social and economic effects
of the  transaction on the  Corporation's  employees,  suppliers,  creditors and
customers and others  dealing with the  Corporation  and on the  communities  in
which the Corporation operates and is located;  (iii) whether the transaction is
acceptable,  based on the historical and current operating results and financial
condition  of the  Corporation;  (iv)  whether a more  favorable  price would be
obtained for the Corporation's  stock or other securities in the future; (v) the
reputation and business  practices of the other party or parties to the proposed
transaction,  including its or their  management and  affiliates,  as they would
affect employees of the Corporation;  (vi) the future value of the Corporation's
securities;  (vii) any legal or  regulatory  issues  raised by the  transaction;
(viii) the  effect on the  Intercompany  Agreement;  and (ix) the  business  and
financial  condition and earnings prospects of the other party or parties to the
proposed  transaction,  including,  without  limitation,  debt service and other
existing  financial  obligations,   financial  obligations  to  be  incurred  in
connection with the transaction,  and other foreseeable financial obligations of
such other party or parties.

         Section  I.   Amendment  of  Certain   Provisions   of  Article   VIII.
Notwithstanding  anything contained herein to the contrary, the affirmative vote
of the  holders of at least 80% of the Voting  Stock  then  outstanding,  voting
together  as a single  class,  shall be  required  to alter,  amend or adopt any
provision inconsistent with, or to repeal, this Article VIII.

                                  ARTICLE IX.

                               STOCKHOLDER ACTION

         Any action required or permitted to be taken by the stockholders of the
Corporation  must be effected at a duly called annual or special meeting of such
holders  and may not be  effected  by any  consent in  writing by such  holders.
Except as  otherwise  required  by law and subject to the rights of any class or
series of stock  having a  preference  over the  Common  Stock as to  dividends,
special  meetings of stockholders of the Corporation for any purpose or purposes
may be called only by the Chairman of the Board, the Vice Chairman of the Board,
the  President  or the board of directors  pursuant to a resolution  stating the
purpose or purposes thereof. Any power of stockholders to call a special meeting
is  otherwise  specifically  denied.  No business  other than that stated in the
notice shall be  transacted  at any special  meeting.  Notwithstanding  anything
contained  herein to the  contrary,  the  affirmative  vote of the holders of at
least 80% of the Voting  Stock,  voting  together  as a single  class,  shall be
required  to alter,  amend,  or adopt any  provision  inconsistent  with,  or to
repeal, this Article IX.

                                   ARTICLE X.

                      RESTRICTIONS ON BUSINESS COMBINATIONS

         The Corporation  will be governed by Del. Code Ann. Tit. 8, Section 203
(1991); provided,  however, that the restrictions contained in Section 203 shall
not  apply to any  transaction  with  Reckson  and any  Reckson  affiliate.  For
purposes  of this First  Amended  and  Restated  Certificate  of  Incorporation,
"affiliate"  shall  have the  meaning  set  forth in Rule  405 of  Regulation  C
promulgated under the Securities Act of 1933, as amended.


                                  ARTICLE XI.

                         DURATION OF CORPORATE EXISTENCE

         The Corporation is to have perpetual existence.


<PAGE>
                                  ARTICLE XII.

                                     BY-LAWS

         The Bylaws may be altered or repealed and new Bylaws may be adopted (i)
at any annual or special meeting of stockholders, by the affirmative vote of the
holders of at least 80% of the Voting Stock,  voting together as a single class,
provided that in the case of any such stockholder action at a special meeting of
stockholders  notice of the proposed  alteration,  repeal or adoption of the new
Bylaw or Bylaws must be contained in the notice of such special meeting, or (ii)
by the affirmative vote of a majority of the board of directors.

         Notwithstanding   anything  contained  herein  to  the  contrary,   the
affirmative  vote of the  holders  of at least 80% of the Voting  Stock,  voting
together  as a single  class,  shall be  required  to  alter,  amend,  adopt any
provision inconsistent with, or to repeal, this Article XII.

                                 ARTICLE XIII.

                               DIRECTOR LIABILITY

         Section  A.  Limited   Liability  of  Directors.   A  director  of  the
Corporation   shall  not  be  personally   liable  to  the  Corporation  or  its
stockholders  for monetary  damages for breach of fiduciary  duty as a director,
except, if required by the DGCL, as amended from time to time, for liability (i)
for any  breach of the  director's  duty of loyalty  to the  Corporation  or its
stockholders,  (ii) for acts or  omissions  not in good  faith or which  involve
intentional misconduct or a knowing violation of law, (iii) under Section 174 of
the DGCL,  or (iv) for any  transaction  from  which  the  director  derived  an
improper personal benefit. Neither the amendment nor repeal of Section A of this
Article  XIII shall  eliminate or reduce the effect of Section A of this Article
XIII in respect of any matter occurring,  or any cause of action,  suit or claim
that,  but for Section A of this Article  XIII would  accrue or arise,  prior to
such amendment or repeal.

         Section B. Indemnification and Insurance.

         1. Right to Indemnification.  Each person who was or is made a party or
is  threatened  to be made a party  to or is  involved  in any  action,  suit or
proceeding,   whether  civil,  criminal,   administrative  or  investigative  (a
"proceeding"),  by reason of the fact that such person, or a person of whom such
person is the legal representative,  is or was a director,  officer or member of
the management advisory committee of the Corporation or is or was serving at the
request of the Corporation as a director,  officer, employee or agent of another
corporation  or of a  partnership,  joint  venture,  trust or other  enterprise,
including  service with respect to employee benefit plans,  whether the basis of
such  proceeding  is  alleged  action in an  official  capacity  as a  director,
officer, employee or agent or in any other capacity while serving as a director,
officer,  employee  or agent,  shall be  indemnified  and held  harmless  by the
Corporation to the fullest extent  authorized by the DGCL, as the same exists or
may hereafter be amended (but,  in the case of any such  amendment,  only to the
extent  that  such  amendment   permits  the   Corporation  to  provide  broader
indemnification  rights than said law permitted the Corporation to provide prior
to  such  amendment),   against  all  expense,  liability  and  loss  (including
attorneys' fees, judgments, fines, amounts paid or to be paid in settlement, and
excise taxes or penalties arising under the
<PAGE>



Employee Retirement Income Security Act of 1974, as in effect from time to time)
reasonably incurred or suffered by such person in connection  therewith and such
indemnification  shall  continue as to a person who has ceased to be a director,
officer,  employee  or agent and shall  inure to the  benefit  of such  person's
heirs, executors and administrators; provided, however, that, except as provided
in paragraph (2) hereof the Corporation  shall indemnify any such person seeking
indemnification  in connection with a proceeding (or part thereof)  initiated by
such person only if such  proceeding  (or part  thereof) was  authorized  by the
board of directors. The right to indemnification conferred in this Section shall
be a contract right and shall include the right to have the  Corporation pay the
expenses  incurred  in  defending  any such  proceeding  in advance of its final
disposition,  subject to the provisions of the DGCL; such advance payments to be
paid by the  Corporation  within  20  calendar  days  after the  receipt  by the
Corporation  of a statement  or  statements  from the claimant  requesting  such
advance or advances from time to time;  provided,  however,  that, if and to the
extent the DGCL requires,  the payment of such expenses  incurred by a director,
officer or member of the management advisory committee in such person's capacity
as a director,  officer or member of the management  advisory committee (and not
in any other capacity in which service was or is rendered by such person while a
director,  officer or member of the management  advisory  committee,  including,
without limitation, service to an employee benefit plan) in advance of the final
disposition of a proceeding  shall be made only upon delivery to the Corporation
of an  undertaking,  by or on behalf of such director,  officer or member of the
management  advisory  committee,  to repay all  amounts so  advanced if it shall
ultimately be determined that such director, officer or member of the management
advisory  committee  is not  entitled to be  indemnified  under this  Section or
otherwise.  The Corporation  may, to the extent  authorized from time to time by
the board of directors, grant rights to indemnification,  and rights to have the
Corporation pay the expenses  incurred in defending any proceeding in advance of
its  final  disposition,  to any  employee  or agent of the  Corporation  to the
fullest   extent  of  the  provisions  of  this  Article  with  respect  to  the
indemnification  and advancement of expenses of directors,  officers and members
of the management advisory committee of the Corporation.
<PAGE>

         2. Right of Claimant to Bring Suit.  If a claim under  paragraph (1) of
this  Section is not paid in full by the  Corporation  within 30  calendar  days
after a written claim has been received by the Corporation,  the claimant may at
any time  thereafter  bring suit against the  Corporation  to recover the unpaid
amount of the claim and, if successful in whole or in part,  the claimant  shall
be entitled to be paid also the expense of prosecuting  such claim to the extent
successful  therein.  It shall be a defense to any such  action  (other  than an
action  brought  to  enforce a claim for  expenses  incurred  in  defending  any
proceeding in advance of its final disposition  where the required  undertaking,
if any is required,  has been tendered to the Corporation) that the claimant has
not met the standard of conduct  which makes it  permissible  under the DGCL for
the  Corporation  to indemnify  the  claimant for the amount,  but the burden of
proving such  defense  shall be on the  Corporation.  Neither the failure of the
Corporation  (including  its  directors,   independent  legal  counsel,  or  its
stockholders)  to have made a  determination  prior to the  commencement of such
action  that  indemnification  of the  claimant  is proper in the  circumstances
because the claimant has met the applicable standard of conduct set forth in the
DGCL, nor an actual  determination by the Corporation  (including its directors,
independent legal counsel,  or its  stockholders)  that the claimant has not met
such applicable standard of conduct,  shall be a defense to the action or create
a presumption that the claimant has not met the applicable standard of conduct.

         3.  Non-Exclusivity  of Rights.  The right to  indemnification  and the
payment of expenses  incurred in defending a proceeding  in advance of its final
disposition  conferred in this Section shall not be exclusive of any other right
which any person may have or hereafter  acquire under any statute,  provision of
this First Amended and Restated Certificate of Incorporation,  Bylaw, agreement,
vote of  stockholders  or  disinterested  directors or  otherwise.  No repeal or
modification  of this Article shall in any way diminish or adversely  affect the
rights of any director,  officer,  member of the management  advisory committee,
employee or agent of the  Corporation  hereunder in respect of any occurrence or
matter arising prior to any such repeal or modification.

         4. Insurance.  The Corporation may maintain insurance,  at its expense,
to protect itself and any director,  officer,  member of the management advisory
committee,  employee  or  agent  of  the  Corporation  or  another  corporation,
partnership,  joint venture, trust or other enterprise against any such expense,
liability  or loss,  whether  or not the  Corporation  would  have the  power to
indemnify such person against such expense, liability or loss under the DGCL.

         5.  Severability.  If any  provision or provisions of this Article XIII
shall be held to be invalid, illegal or unenforceable for any reason whatsoever,
(i) the validity,  legality and  enforceability  of the remaining  provisions of
this Article XIII (including,  without limitation, each portion of any paragraph
of this Article XIII  containing any such provision held to be invalid,  illegal
or  unenforceable,   that  is  not  itself  held  to  be  invalid,   illegal  or
unenforceable) shall not in any way be affected or impaired thereby; and (ii) to
the fullest extent  possible,  the  provisions of this Article XIII  (including,
without  limitation,  each such  portion of any  paragraph  of this Article XIII
containing  any such  provision  held to be invalid,  illegal or  unenforceable)
shall  be  construed  so as to  give  effect  to the  intent  manifested  by the
provision held invalid, illegal or unenforceable.

                                  ARTICLE XIV.

         AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

         The  Corporation  reserves  the  right at any time from time to time to
amend, alter, change or repeal any provision contained in this First Amended and
Restated  Certificate of Incorporation,  and any other provisions  authorized by
the law of the State of Delaware at the time in force may be added or  inserted,
in the manner now or hereafter  prescribed by law,  and,  except as set forth in
Article XIII,  all rights,  preferences  and  privileges  of  whatsoever  nature
conferred upon  stockholders,  directors or any other persons  whomsoever by and
pursuant to this First Amended and Restated  Certificate of Incorporation in its
present form or as hereafter  amended are granted subject to the rights reserved
in this Article.  Notwithstanding  anything  contained in this First Amended and
Restated  Certificate of Incorporation to the contrary,  the affirmative vote of
the  holders of at least 80% of the Voting  Stock,  voting  together as a single
class,  shall be required to alter,  amend, or adopt any provision  inconsistent
with, or to repeal, Article VIII, IX, XII or this sentence.


<PAGE>
                                  ARTICLE XV.

                     VOTING RIGHTS OF CERTAIN CONTROL SHARES

         Section A.  Definitions.  In this Article XV, the following  words have
the meanings indicated:

         1.  "Acquiring  person"  means a person who makes or proposes to make a
control share acquisition.

         2.  "Associate,"  when used to indicate a relationship with any person,
means:

         (a)   Any   corporation,   entity  or  organization   (other  than  the
               Corporation  or a subsidiary  of the  Corporation)  of which such
               person is an  officer,  director,  or partner or is,  directly or
               indirectly,  the  beneficial  owner of 10  percent or more of any
               class of equity securities;

         (b)   Any trust or other estate in which such person has a  substantial
               beneficial  interest or as to which such person serves as trustee
               or in a similar fiduciary capacity;

         (c)   Any  relative or spouse of such  person,  or any relative of such
               spouse, who has the same home as such person or who is a director
               or officer of the corporation or any of its affiliates; or

         (d)   A person that:

               (i)  Directly or indirectly controls,  or is controlled by, or is
                    under common control with, the person specified; or

               (ii) Is acting or intends to act  jointly or in concert  with the
                    person specified.

         3. "Control shares"

         (a)   means shares of stock that,  except for this Article,  would,  if
               aggregated  with all  other  shares  of stock of the  Corporation
               (including  shares of stock the  acquisition of which is excluded
               from the definition of "control share  acquisition" in subsection
               (4) of this  section)  owned by a person or in  respect  of which
               that person is  entitled  to  exercise or direct the  exercise of
               voting  power,  except  solely by virtue  of a  revocable  proxy,
               entitle  that  person,  directly  or  indirectly,  to exercise or
               direct the exercise of the voting power of shares of stock of the
               Corporation  in  the  election  of  directors  within  any of the
               following ranges of voting power:

               (i)  One-fifth  or more,  but less than one  third of all  voting
                    power,

               (ii) One-third  or more,  but less than  majority  of all  voting
                    power, or
<PAGE>

               (iii) A majority or more of all voting power;

         (b)   includes  shares of stock of the  Corporation  only to the extent
               that the  acquiring  person,  following  the  acquisition  of the
               shares,  is  entitled,  directly  or  indirectly,  to exercise or
               direct the  exercise of voting  power  within any level of voting
               power set forth in this  section for which  approval has not been
               obtained previously under Section B of this Article; and

         (c)   do not  include  shares  of  stock  of the  Corporation  owned by
               Reckson or any Reckson affiliate,  or in respect of which Reckson
               or any  Reckson  affiliate  is entitled to exercise or direct the
               exercise of the voting power of such shares of the Corporation in
               the election of directors.

         4. "Control share acquisition"

         (a)   means the acquisition,  directly or indirectly, by any person, of
               ownership of, or the power to direct the exercise of voting power
               with respect to, issued and outstanding control shares;

         (b)   does not include the acquisition of shares of stock:

               (i)  under the laws of descent and distribution;

               (ii) under  the  satisfaction  of  a  pledge  or  other  security
                    interest  charged in good  faith and not for the  purpose of
                    circumventing this Article; or

               (iii)under a  merger,  consolidation,  or share  exchange  if the
                    Corporation  is a party  to the  merger,  consolidation,  or
                    share exchange; and

         (c)   Unless  the   acquisition   entitles  any  person,   directly  or
               indirectly, to exercise or direct the exercise of voting power in
               the  election of directors in excess of the range of voting power
               previously  authorized or attained under an  acquisition  that is
               exempt under  paragraph (b) of this  subsection,  "control  share
               acquisition"  does not include the acquisition of shares of stock
               of the  Corporation  in good  faith  and not for the  purpose  of
               circumventing this Article by or from:

               (i)  any  person  whose  voting  rights  have   previously   been
                    authorized by  stockholders in compliance with this Article;
                    or

               (ii) any person whose previous  acquisition of shares of stock of
                    the  Corporation  would  have  constituted  a control  share
                    acquisition but for paragraph (b) of this subsection.
<PAGE>

         5. "Interested  shares" means shares of voting stock of the Corporation
in respect of which any of the  following  persons is  entitled  to  exercise or
direct  the  exercise  of the  voting  power of shares  of  voting  stock of the
Corporation in the election of directors:

         (a)   an acquiring person;

         (b)   an officer of the Corporation; or

         (c)   an  employee  of the  Corporation  who is also a Director  of the
               Corporation.

         6. "Person" includes an associate of the person.

Section B.        Voting Rights

         1. Approval  by   Stockholders.   Holders  of  control  shares  of  the
            Corporation  acquired in a control share  acquisition have no voting
            rights or powers (collectively,  "voting rights") in respect of such
            control shares except to the extent approved by the  stockholders at
            a meeting held under  Section D of this  Article by the  affirmative
            vote of  two-thirds  of all  the  votes  entitled  to be cast on the
            matter, excluding all interested shares.

         2. Acquisition  of Shares;  Voting  Power.  For the purposes of Section
            A(3) of this Article:

         (a)   shares of stock acquired  within 90 days of shares acquired under
               a plan to make a control share acquisition are considered to have
               been acquired in the same acquisition; and

         (b)   A person may not be deemed to be  entitled  to exercise or direct
               the exercise of voting power with respect to shares of stock held
               for the benefit of others if the person:

               (i)  is acting in the  ordinary  of this course of  business,  in
                    good  faith and not for the  purpose  of  circumventing  the
                    provisions of this section; and

               (ii) is not entitled to exercise or to direct the exercise of the
                    voting power of the shares  unless the person first seeks to
                    obtain the instruction of another person.

         Section C. Acquiring Person Statement.  Any person who proposes to make
or who has made a control  share  acquisition  may deliver an  acquiring  person
statement  to  the  Corporation  at  the  Corporation's  principal  office.  The
acquiring person statement shall set forth all of the following:

         1. The  identity of the  acquiring  person and each other member of any
            group of which the  person  is a part for  purposes  of  determining
            control shares;
<PAGE>
         2. A statement that the acquiring  person statement is given under this
            Article;

         3. The  number  of  shares  of  the  Corporation   owned  (directly  or
            indirectly)  by the  acquiring  person and each other  member of any
            group;

         4. The applicable range of voting power as set forth in Section A(3) of
            this Article; and

         5. If the control share acquisition has not occurred,

         (a)   a description  in reasonable  detail of the terms of the proposed
               control share acquisition; and

         (b)   representations   of  the  acquiring  person,   together  with  a
               statement  in  reasonable  detail of the facts on which  they are
               based, that:

               (i)  the proposed control share acquisition, if consummated, will
                    not bc contrary to law; and

               (ii) the  acquiring  person has the financial  capacity,  through
                    financing  to be  provided by the  acquiring  person and any
                    additional  specified  sources of financing  required  under
                    Section  E of this  Article,  to make the  proposed  control
                    share acquisition.

Section D. Special Meeting

         1. Request by Acquiring Person. Except as provided in Section E of this
            Article,  if the acquiring person requests,  at the time of delivery
            of an acquiring person statement, and gives a written undertaking to
            pay the  Corporation's  expenses,  except the  expenses  of opposing
            approval  of the  voting  rights of the  holder in  respect  of such
            control  shares,  of the  control  shares of the  holder or  holders
            thereof  within  10 days  after  the day on  which  the  Corporation
            receives  both the request and  undertaking,  the  directors  of the
            Corporation  shall  call a special  meeting of  stockholders  of the
            Corporation  for the purpose of considering  the voting rights to be
            accorded  with  respect to the shares  acquired or to be acquired in
            the control share acquisition.

         2. Bond.  The  Corporation  may require the acquiring  person to give a
            bond, with sufficient  surety,  to reasonably assure the Corporation
            that the aforementioned undertaking will be satisfied.

         3. Time for Meeting.  Unless the acquiring  person agrees in writing to
            another  date,  the special  meeting of  stockholders  shall be held
            within 50 days after the day on which the  Corporation  has received
            both the aforementioned request and undertaking.

         4. Delay at Request of Acquiring  Person. If the acquiring person makes
            a request in writing at the time of delivery of the acquiring person
            statement,  the special  meeting may not be held sooner than 30 days
            after the day on which the Corporation receives the acquiring person
            statement.
<PAGE>

         5. In Absence of Request.

         (a)   If no request is made under  subsection (1) of this Section,  the
               issue of the  voting  rights  to be  accorded  to the  holder  in
               respect of such  control  shares  acquired in the control  shares
               acquisition may, at the option of the  Corporation,  be presented
               for consideration at any meeting of stockholders.

         (b)   If no request is made under  subsection  (1) of this  Section and
               the  Corporation  proposes  to  present  the issue of the  voting
               rights to be  accorded  to the holder in respect of such  control
               shares acquired in a control share  acquisition for consideration
               at any meeting of stockholders, the Corporation shall provide the
               acquiring  person with  written  notice of the  proposal not less
               than 20 days  before the date on which  notice of the  meeting is
               given.

         Section E. Calls. A call of a special  meeting of  stockholders  of the
Corporation  is not  required  to be made  under  Section  D(l) of this  Article
unless, at the time of delivery of an acquiring person statement under Section C
of this Article, the acquiring person has:

         1.       entered into a definitive  financing  agreement or  agreements
                  with one or more responsible  financial  institutions or other
                  entities that have the necessary financial capacity, providing
                  for any amount of financing of the control  share  acquisition
                  not to be provided by the acquiring person; and

         2.       delivered a copy of the agreement(s) to the Corporation.

         Section F. Notice of Meeting.

         1.       In General. If a special meeting of stockholders is requested,
                  notice of the  special  meeting  shall be given as promptly as
                  reasonably  practicable by the Corporation to all stockholders
                  of record as of the record date set for the  meeting,  whether
                  or not the stockholder is entitled to vote at the meeting.

         2.       Contents.   Notice  of  the  special  or  annual   meeting  of
                  stockholders  at which  the  voting  rights  of the  holder in
                  respect  of such  control  shares are to be  considered  shall
                  include or be accompanied by the following:

         (a)   a  copy  of  the  acquiring  person  statement  delivered  to the
               Corporation under Section C of this Article; and

         (b)   a statement by the board of directors of the Corporation  setting
               forth the  position or  recommendation  of the board,  or stating
               that the board is taking no position or making no recommendation,
               with  respect to the issue of voting  rights to be  accorded  the
               control shares.
<PAGE>

         Section G. Redemption Rights.

         1.       Upon delivery of acquiring person  statement.  If an acquiring
                  person  statement has been delivered on or before the 10th day
                  after the control share acquisition,  the Corporation,  at its
                  option,  shall  have the  right to redeem  for fair  value (as
                  defined  herein) any or all  control  shares,  except  control
                  shares  for which  voting  rights  in  respect  of the  holder
                  thereof have been previously  approved under Section B of this
                  Article,  at any time during a 60-day period commencing on the
                  day of a meeting at which voting rights are  considered  under
                  Section D of this Article and are not approved.

         2.       In absence of  delivery  of  acquiring  person  statement.  In
                  addition to the redemption  rights authorized under subsection
                  (1) of this Section,  if an acquiring person statement has not
                  been  delivered  on or before  the 10th day after the  control
                  share acquisition,  the Corporation, at its option, shall have
                  the right to redeem for fair value any or all control  shares,
                  except  control  shares  for  which  voting  rights  have been
                  previously  approved  under Section B of this Article,  at any
                  time  during a period  commencing  on the 11th day  after  the
                  control share acquisition and ending 60 days after a statement
                  has been delivered.

         3.       Fair  value.  Any  redemption  of  control  shares  under this
                  Section  shall  be  at  the  fair  value  of  the  shares,  as
                  determined by the board of directors of the Corporation in its
                  discretion.  For purposes of this Section,  "fair value" shall
                  be determined:

         (a)   as of the date of the last  acquisition  of control shares by the
               acquiring person in a control share  acquisition or, if a meeting
               is held under Section D of this  Article,  as of the date of such
               meeting;

         (b)   without  regard to the absence of voting rights of the holders of
               such control shares; and

         (c)   to be the highest  closing  sale price  during the 30-day  period
               immediately  prior to and  including  the date in  question  of a
               share of stock on the principal United States securities exchange
               on which such stock is listed, or, if such stock is not listed on
               any such exchange, the highest closing bid quotation with respect
               to a share of such stock  during the  30-day  period  immediately
               prior to and  including  the  date in  question  on the  National
               Association of Securities  Dealers Automated  Quotation System or
               any comparable  system then in use or, if no such  quotations are
               available,  the fair  market  value on the date in  question of a
               share of such stock as  determined  by the board of  directors of
               the Corporation in good faith.

         Section H. Status as Dissenting Stockholders.

         1.       In General.  Before a control share  acquisition has occurred,
                  if voting rights for an acquiring  person's control shares are
                  approved at a meeting held under Section D of this Article and
                  the  acquiring  person is  entitled  to exercise or direct the
                  exercise of a majority or more of all voting  power in respect
                  of such control shares, then

<PAGE>
                  this Certificate of Incorporation shall be amended to so state
                  and  all  stockholders  of the  Corporation  (other  than  the
                  acquiring  person) have the rights of dissenting  stockholders
                  under the DGCL.

         2.       Corporation  Deemed  Successor.  For  purposes of applying the
                  provisions of the DGCL to  stockholders  under this Section H,
                  the Corporation  shall be deemed to be a successor in a merger
                  and the date of the most  recent  approval  of  voting  rights
                  referred to in subsection  (1) of this Section shall be deemed
                  to be the  date  of  filing  of a  certificate  of  merger  or
                  corresponding document for record as therein provided.

         3.       Status To Be  Contained  in  Notice.  The notice  required  by
                  Section F of this Article  shall also state that  stockholders
                  (other than the  acquiring  person) are entitled to the rights
                  of dissenting  shareholders under the DGCL and shall include a
                  copy of the applicable provisions thereof.

         4. Application  of DGCL.  For  purposes of applying the  provisions  of
            Section 262 of the DGCL to this Section:

         (a)   "fair  value"  may not be less than the  highest  price per share
               paid by the acquiring person in the control share acquisition;

         (b)   Section  262(b)(1)  and  the  second,  third,  fourth  and  fifth
               sentences of Section 262(d)(1) of the DGCL do not apply; and

         (c)   there shall be no requirement  that the  dissenting  stockholders
               shall not have voted in favor of the action.


                                   ARTICLE XVI

                             RESTRICTION ON TRANSFER

                       ACQUISITION AND REDMPTION OF SHARES



         Section A.  Definitions.

         For Purposes of this Article  XVI, the  following  terms shall have the
following meanings:

         "Aggregate  Ownership  Limit" shall mean 9.9% of the aggregate value of
all outstanding Equity Stock. The value of the outstanding Equity Stock shall be
determined by the Board of Directors in good faith, which determination shall be
conclusive for all purposes hereof.

         "Beneficial  Ownership"  shall mean ownership of Common Stock or Equity
Stock by a Person who would be treated as an owner of such stock  under  Section
856(d)(5) of the Code, either directly or constructively through the application
of Section 318(a) of the Code. The terms

<PAGE>


"Beneficial  Owner,"  "Beneficially Own,"  "Beneficially  Owned,"  "Beneficially
Owning" and "Beneficially Owns" shall have the correlative meanings.

         "Charitable  Beneficiary"  shall mean the  beneficiary  of the Trust as
determined  pursuant  to Section L of this  Article  XVI.  The term  "Charitable
Beneficiaries" shall have the correlative meaning.

         "Code" shall mean the Internal Revenue Code of 1986, as amended.

         "Common Stock" shall mean the common stock of the Corporation.

         "Distribution"  shall mean the distribution of the Common Stock held by
Reckson Associates to its shareholders.

         "Effective Date" shall mean the date of the Distribution.

         "Equity  Stock"  shall  mean any  class  of  stock of the  Corporation,
including Common Stock.

         "Excepted  Holder" shall mean any Person who is the Beneficial Owner of
Common Stock in excess of the Ownership Limit immediately after the Distribution
or who becomes an Excepted  Holder  pursuant to the  provisions  of Section I of
this Article XVI, so long as, but only so long as, such Person Beneficially Owns
Common Stock in excess of the  Ownership  Limit or Equity Stock in excess of the
Aggregate Ownership Limit.

         "Excepted Holder  Aggregate  Ownership Limit" shall initially mean, for
any  Excepted  Holder,  the  percentage  (rounded up to the  nearest  tenth of a
percentage  point) of the  aggregate  value of the  outstanding  Equity Stock as
shall be  Beneficially  Owned by such  Excepted  Holder  immediately  after  the
Distribution  and, after any  adjustments set forth in Section I of this Article
XVI, shall mean such percentage of the outstanding  Equity Stock as so adjusted.
The value of the  outstanding  Equity Stock shall be  determined by the Board of
Directors  in good  faith,  which  determination  shall  be  conclusive  for all
purposes hereof.

         "Excepted  Holder  Ownership  Limit"  shall  initially  mean,  for  any
Excepted Holder, the percentage (rounded up to the nearest tenth of a percentage
point) of the total number of shares or value of the outstanding Common Stock as
shall be  Beneficially  Owned by such  Excepted  Holder  immediately  after  the
Distribution  and, after any  adjustments set forth in Section I of this Article
XVI, shall mean such percentage of the outstanding  Common Stock as so adjusted.
The  number  and  value of  shares  of the  outstanding  Common  Stock  shall be
determined by the Board of Directors in good faith, which determination shall be
conclusive for all purposes hereof.

         "Market Price" shall mean the last reported sales price reported on the
New York Stock Exchange of Equity Stock on the trading day immediately preceding
the relevant  date,  or if not then traded on the New York Stock  Exchange,  the
last  reported  sales price of the Equity  Stock on the trading day  immediately
preceding the relevant date as reported on any exchange or quotation system over
which the Equity Stock may be traded,  or if not then traded over an exchange or
quotation system, then the market price of the Equity Stock on the relevant date
as determined in good faith by the Board of Directors of the Corporation.



<PAGE>
         "Ownership  Limit"  shall mean 9.9% of the number of shares or value of
the outstanding  Common Stock. The Corporation  may, in Articles  Supplementary,
determine  a limit on the  ownership  of one or more  classes  or  series of its
Preferred Stock. From and after such determination,  references to the Ownership
Limit herein shall include any such limit,  as applicable.  The number and value
of  shares  of the  outstanding  Common  Stock  and  Preferred  Stock  shall  be
determined by the Board of Directors in good faith, which determination shall be
conclusive for all purposes hereof.

         "Person"  shall  mean  an  individual,  company,  partnership,  limited
liability  company,  estate,  trust or other  entity;  but shall not  include an
underwriter  which  participated  in a public offering of the Equity Stock for a
period of 25 days  following  the  purchase  by such  underwriter  of the Equity
Stock.

         "Purported  Beneficial  Transferee"  shall  mean,  with  respect to any
purported  Transfer which results in Excess Stock (as defined below in Section D
of this Article XVI), the purported beneficial transferee for whom the Purported
Record Transferee would have acquired shares of Common Stock or Equity Stock, as
the case may be, if such Transfer had been valid under  Sections B and C of this
Article XVI.

         "Purported Record Transferee" shall mean, with respect to any purported
Transfer which results in Excess Stock, the record holder of the Common Stock or
Equity Stock, as the case may be, if such Transfer had been valid under Sections
B and C of this Article XVI.

         "Restriction  Termination Date" shall mean the first day after the date
that the  Corporation  is  notified in writing by  Associates  that the board of
directors of Reckson  Associates has determined that it is no longer in the best
interests of Reckson Associates to attempt to, or continue to, qualify as a real
estate investment trust under the Code.

         "Standby  Agreement"  shall mean that  certain  agreement  between  RSI
Standby LLC and the Corporation  with respect to the purchase by RSI Standby LLC
and the sale by the  Corporation  of Common Stock upon the expiration of certain
subscription  rights  distributed  by  the  Corporation  immediately  after  the
Distribution to holders of Common Stock.

         "Transfer" shall mean any sale, transfer,  gift, assignment,  devise or
other disposition of Common Stock or Equity Stock, including (i) the granting of
any  option or  entering  into any  agreement  for the sale,  transfer  or other
disposition  of  Common  Stock  or  Equity  Stock or (ii)  the  sale,  transfer,
assignment or other disposition of any securities or rights  convertible into or
exchangeable for Common Stock or Equity Stock whether  voluntary or involuntary,
whether of record or beneficially  and whether by operation of law or otherwise.
The terms "Transfers" and "Transferred" shall have the correlative meanings.

         "Trust"  shall  mean the trust  created  pursuant  to Section M of this
Article XVI.

         "Trustee" shall mean the Corporation, as trustee for the Trust, and any
successor trustee appointed by the Corporation.
<PAGE>

         Section B. Ownership Limitations

         (1) Except as  provided  in  Section J of this  Article  XVI,  from the
             Effective Date and prior to the  Restriction  Termination  Date, no
             Person  (other  than an Excepted  Holder)  shall  Beneficially  Own
             shares  of  Common  Stock  or  Preferred  Stock  in  excess  of the
             Ownership  Limit and no  Excepted  Holder  shall  Beneficially  Own
             shares of Common Stock in excess of the Excepted  Holder  Ownership
             Limit for such Excepted Holder.

         (2) Except as  provided  in  Section J of this  Article  XVI,  from the
             Effective Date and prior to the Restriction  Termination  Date, any
             Transfer that, if effective, would result in any Person (other than
             an Excepted Holder)  Beneficially  Owning Common Stock or Preferred
             Stock in  excess  of the  Ownership  Limit or would  result  in any
             Excepted Holder  Beneficially  Owning Common Stock in excess of the
             Excepted  Holder  Ownership Limit for such Excepted Holder shall be
             void ab initio as to the Transfer of such shares of Common Stock or
             Preferred Stock which otherwise would be Beneficially Owned by such
             Person in excess of the Ownership  Limit or  Beneficially  Owned by
             such Excepted  Holder in excess of such Excepted  Holder  Ownership
             Limit,  as the  case  may be;  and the  intended  transferee  shall
             acquire  no rights in such  shares  of  Common  Stock or  Preferred
             Stock.

         (3) From the Effective  Date and prior to the  Restriction  Termination
             Date,  any  Transfer  that  would  result in any  Person who is the
             Beneficial  Owner of 10% or more in value of the  capital  stock of
             Associates  Beneficially  Owning  Equity  Stock  in  excess  of the
             Aggregate  Ownership  Limit  shall  be  void  ab  initio  as to the
             Transfer of such shares of Equity  Stock which  otherwise  would be
             Beneficially  Owned  by such  Person  in  excess  of the  Aggregate
             Ownership  Limit;  and the  intended  Transferee  shall  acquire no
             rights in such shares of Equity Stock.

         Section C. Aggregate Ownership Limitation

         (1) Except as  provided  in  Section J of this  Article  XVI,  from the
             Effective Date and prior to the  Restriction  Termination  Date, no
             Person  (other  than an Excepted  Holder)  shall  Beneficially  Own
             shares of Equity Stock in excess of the Aggregate  Ownership  Limit
             and no  Excepted  Holder  shall  Beneficially  Own shares of Equity
             Stock in excess of the Excepted  Holder  Aggregate  Ownership Limit
             for such Excepted Holder.

         (2) Except as  provided  in  Section J of this  Article  XVI,  from the
             Effective Date and prior to the Restriction  Termination  Date, any
             Transfer that, if effective, would result in any Person (other than
             an Excepted Holder)  Beneficially  Owning Equity Stock in excess of
             the  Aggregate  Ownership  Limit or would  result  in any  Excepted
             Holder  Beneficially  Owning Equity Stock in excess of the Excepted
             Holder Aggregate  Ownership Limit for such Excepted Holder shall be
             void ab initio as to the  Transfer of such  shares of Equity  Stock
             which  otherwise  would be  Beneficially  Owned by such  Person  in
             excess of the Aggregate  Ownership Limit or  Beneficially  Owned by
             such Excepted  Holder in excess of such Excepted  Holder  Aggregate
             Ownership  Limit,  as the case may be; and the intended  transferee
             shall acquire no rights in such shares of Equity Stock.
<PAGE>

         Section D. Excess Stock

         (1) If,  notwithstanding the other provisions contained in this Article
             XVI,  at any  time  after  the  Effective  Date  and  prior  to the
             Restriction  Termination  Date,  there is a  purported  Transfer or
             other change in the capital  structure of the Corporation such that
             any Person would  Beneficially  Own Common Stock or Preferred Stock
             in excess of the  applicable  Ownership  Limit or  Excepted  Holder
             Ownership  Limit  or  Equity  Stock  in  excess  of  the  Aggregate
             Ownership Limit or applicable  Excepted Holder Aggregate  Ownership
             Limit,  then,  except as  otherwise  provided  in Section J of this
             Article  XVI,  such shares of Common  Stock or  Preferred  Stock in
             excess of the applicable  Ownership  Limit or such shares of Equity
             Stock in  excess of the  Aggregate  Ownership  Limit or  applicable
             Excepted  Holder  Aggregate  Ownership  Limit,  as the  case may be
             (rounded up to the nearest  whole share),  shall be converted  into
             Excess Stock and be treated as provided in this  Article XVI.  Such
             conversion  and  treatment  shall be  effective  as of the close of
             business  on the  business  day prior to the date of the  purported
             Transfer or change in capital structure.

         (2) If , notwithstanding the other provisions contained in this Article
             XVI,  at any  time  after  the  Effective  Date  and  prior  to the
             Restriction  Termination  Date,  there is a  purported  Transfer or
             other change in the capital structure of the Corporation, such that
             any Person who is the  Beneficial  Owner of 10% or more in value of
             the capital stock of Associates would Beneficially Own Equity Stock
             in excess of the  Aggregate  Ownership  Limit,  then such shares of
             Equity Stock in excess of the Aggregate Ownership Limit (rounded up
             to the nearest  whole share)  shall be converted  into Excess Stock
             and be treated as provided in this Article XVI. Such conversion and
             treatment  shall be  effective  as of the close of  business on the
             business day prior to the date of the purported  Transfer or change
             in capital structure.

         Section E. Prevention of Transfer.

         If the Board of Directors or its designee  shall at any time  determine
         in good faith that a Transfer  has taken place in violation of Sections
         B or C of this  Article XVI or that a Person  intends to acquire or has
         attempted  to acquire  (determined  without  reference  to any rules of
         attribution)  Beneficial  Ownership of any Common Stock or Equity Stock
         of the Corporation in violation of Sections B or C of this Article XVI,
         the Board of  Directors  or its  designee  shall take such action as it
         deems  advisable  to  refuse  to  give  effect  to or to  prevent  such
         Transfer,  including,  but not limited  to,  refusing to give effect to
         such  Transfer  on  the  books  of  the   Corporation   or  instituting
         proceedings  to  enjoin  such  Transfer;  provided,  however,  that any
         Transfers  or  attempted  Transfers  in violation of Sections B or C of
         this  Article XVI shall  automatically  result in the  designation  and
         treatment  described in Section D of this Article XVI,  irrespective of
         any action (or non-action) by the Board of Directors.

         Section F. Notice to Corporation.

         Any Person who acquires or attempts to acquire Common Stock,  Preferred
         Stock or other  Equity  Stock in  violation  of Sections B or C of this
         Article XVI, or any Person who is a

<PAGE>
         transferee  such that  Excess  Stock  results  under  Section D of this
         Article XVI, shall  immediately give written notice or, in the event of
         a proposed or attempted  transfer,  give at least 15 days prior written
         notice  to the  Corporation  of such  event and  shall  provide  to the
         Corporation  such other  information as the  Corporation may request in
         order to determine the effect, if any, of such Transfer.

         Section G. Information for Corporation

         From the Effective Date through the Restriction  Termination Date, each
         Person  who is a  Beneficial  Owner of  Equity  Stock  and each  Person
         (including the stockholder of record) who is holding Equity Stock for a
         Beneficial   Owner  shall  upon  demand   provide  in  writing  to  the
         Corporation  any information  with respect to the direct,  indirect and
         constructive  ownership of Equity Stock of the Corporation as the Board
         of Directors of the  Corporation  deems  necessary  for  Associates  to
         determine its compliance  with the provisions of the Code applicable to
         real estate investment trusts.

         Section H. Ambiguities.

         In the case of an ambiguity in the application of any of the provisions
         of this Article XVI,  including any definition  contained in Section A,
         the Board of Directors shall have the power to  conclusively  determine
         the  application  of the provisions of this Article XVI with respect to
         any situation based on the facts known to it.

         Section I.  Increase or Modification to Ownership Limitations.

         The  Ownership  Limit,   Aggregate  Ownership  Limit,  Excepted  Holder
         Ownership  Limit or Excepted  Holder  Aggregate  Ownership  Limit shall
         automatically  be modified with respect to any Excepted Holder or other
         Person as follows:

         (1)  The Board of Directors  of the  Corporation  may grant  options to
              acquire  Common Stock  pursuant to a stock option plan approved by
              the Board of Directors,  the stockholders of the  Corporation,  or
              both, which result in the Beneficial  Ownership of Common Stock or
              Equity  Stock by an Excepted  Holder or other  Person in excess of
              the Ownership Limit,  Aggregate  Ownership Limit,  Excepted Holder
              Ownership Limit or Excepted Holder  Aggregate  Ownership Limit, as
              the case may be. In the case of an Excepted Holder, any such grant
              shall  immediately  increase the Excepted  Holder  Ownership Limit
              (rounded up to the nearest  tenth of a  percentage  point) and the
              Excepted  Holder  Aggregate  Ownership  Limit  (rounded  up to the
              nearest tenth of a percentage  point) for such Excepted  Holder by
              amounts that will permit the Beneficial Ownership of the shares of
              Common Stock issuable upon the exercise of such stock options.  In
              the case of a Person  other than an Excepted  Holder,  such Person
              shall  immediately  become an  Excepted  Holder  with an  Excepted
              Holder  Ownership  Limit  (rounded  up to the  nearest  tenth of a
              percentage point) and an Excepted Holder Aggregate Ownership Limit
              (rounded up to the  nearest  tenth of a  percentage  point) set at
              amounts that will permit the Beneficial Ownership of the shares of
              Common Stock issuable upon the exercise of such stock options.
<PAGE>

         (2)  RSI  Standby  LLC  shall  be  permitted   to  purchase   from  the
              Corporation  and  Beneficially  Own Common Stock in fulfillment of
              its  obligation  under the Standby  Agreement  that results in the
              Beneficial  Ownership  of Common  Stock by an  Excepted  Holder or
              other Person in excess of the Ownership Limit, Aggregate Ownership
              Limit,   Excepted  Holder   Ownership  Limit  or  Excepted  Holder
              Aggregate  Ownership  Limit, as the case may be. In the case of an
              Excepted  Holder,  such purchase  shall  immediately  increase the
              Excepted  Holder  Ownership Limit (rounded up to the nearest tenth
              of a percentage point) and the Excepted Holder Aggregate Ownership
              Limit (rounded up to the nearest tenth of a percentage  point) for
              such  Excepted  Holder by amounts that will permit the purchase of
              the shares of Common  Stock by RSI Standby LLC in  fulfillment  of
              such  obligation.  In the case of a Person  other than an Excepted
              Holder,  such Person shall immediately  become an Excepted Holder,
              with an Excepted Holder Ownership Limit (rounded up to the nearest
              tenth of a  percentage  point) and an  Excepted  Holder  Aggregate
              Ownership  Limit  (rounded up to the nearest tenth of a percentage
              point) set at amounts  that will permit the purchase of the shares
              of  Common  Stock  by RSI  Standby  LLC  in  fulfillment  of  such
              obligation.

         (3)  The  Excepted  Holder  Ownership  Limit  and the  Excepted  Holder
              Aggregate Ownership Limit for any Excepted Holder shall be reduced
              after any Transfer  permitted in this Article XVI by such Excepted
              Holder by the percentage of the outstanding Common Stock or Equity
              Stock, as the case may be, the Beneficial Ownership of which is so
              transferred,  or after the  lapse  (without  exercise)  of a stock
              option  described  in this  Section  I, by the  percentage  of the
              Common Stock or Equity  Stock,  as the case may be, that the stock
              option,  if  exercised,  would have  represented  (such  reduction
              rounded down to the nearest tenth of a percentage  point),  but in
              either  case  not  below  the  Ownership  Limit  or the  Aggregate
              Ownership Limit.

         Section J.  Exemptions by Board.

         The  Board of  Directors  may  waive  the  Ownership  Limit,  Aggregate
         Ownership  Limit,  Excepted  Holder  Ownership Limit or Excepted Holder
         Aggregate  Ownership Limit with respect to any Excepted Holder or other
         Person if such waiver would not violate any  contractual  obligation of
         the Corporation and the Board of Directors  otherwise decides that such
         action  is in the  best  interest  of the  Corporation.  The  Board  of
         Directors may impose such  conditions and require such  undertakings as
         it deems appropriate in granting such waiver.

         Section K.  Legend.

         (1)  In addition to any other legend  required by applicable  law, each
              certificate  for shares of Common  Stock shall bear  substantially
              the following legend:

                  Except as otherwise  provided  pursuant to the charter
                  of the  Corporation,  no Person may  Beneficially  Own
                  shares  of  Common  Stock in  excess  of 9.9% (or such
                  greater  percentage  as may be determined by the Board
<PAGE>
                  of  Directors  of the  Corporation)  of the  number or
                  value of the  outstanding  shares of the Common  Stock
                  and no Person  may  Beneficially  Own shares of Equity
                  Stock in excess of 9.9% (or such greater percentage as
                  may be  determined  by the Board of  Directors  of the
                  Corporation) of the value of the outstanding shares of
                  Equity  Stock.  Any Person who attempts or proposes to
                  Beneficially  Own  shares  of  Common  Stock or Equity
                  Stock in excess of the above  limitations  must notify
                  the  Corporation  in writing at least 15 days prior to
                  such proposed or attempted  Transfer.  All capitalized
                  terms in this legend have the meanings  defined in the
                  charter of the Corporation, a copy of which, including
                  the  restrictions  on  transfer,  will be sent without
                  charge to each  stockholder  who so  requests.  If the
                  restrictions on transfer are violated,  the securities
                  represented  hereby will be designated  and treated as
                  shares of Excess  Stock  that will be held in trust by
                  the Corporation.

         (2)  In addition to any other legend  required by applicable  law, each
              certificate  for shares of Preferred  Stock shall bear such legend
              as may be set forth in the Articles  Supplementary with respect to
              the transferability of such Preferred Stock.

         Section L. Severability.

         If any  provision  of this Article XVI or any  application  of any such
         provision is determined  to be void,  invalid or  unenforceable  by any
         legal decision,  statute,  rule or regulation then the Purported Record
         Transferee  may be deemed,  at the option of the  Corporation,  to have
         acted as agent of the  Corporation  in acquiring  such shares of Excess
         Stock  and to hold  such  shares  of  Excess  Stock  on  behalf  of the
         Corporation  and  the  validity  and  enforceability  of the  remaining
         provisions  shall  not be  affected  and  other  applications  of  such
         provision shall be affected only to the extent necessary to comply with
         the determination of such legal decision, statute, rule or regulation.

         Section M. Trust for Excess Stock.

         Upon any purported  Transfer  that results in Excess Stock  pursuant to
         Section D of this  Article  XVI,  such Excess  Stock shall be deemed to
         have been transferred by operation of law to the Trustee of a Trust for
         the  exclusive  benefit of one or more  Charitable  Beneficiaries.  The
         Trustee  shall be  appointed by the  Corporation  and shall be a person
         unaffiliated with the Corporation,  any Purported Beneficial Transferee
         or any Purported Record  Transferee.  By written notice to the Trustee,
         the Corporation shall designate one or more non-profit organizations to
         be the  Charitable  Beneficiary(ies)  of  the  interest  in  the  Trust
         representing  the Excess Stock such that (a) the shares of Common Stock
         or

<PAGE>
         Equity  Stock from  which the shares of Excess  Stock held in the Trust
         were so  converted  would not  violate  the  restrictions  set forth in
         Sections B and C of this  Article  XVI in the hands of such  Charitable
         Beneficiary  and (b) each  Charitable  Beneficiary  is an  organization
         described  in Sections  170(b)(1)(A),  170(c)(2)  and  501(c)(3) of the
         Code.  The Trustee of the Trust will be deemed to own the Excess  Stock
         for  the  benefit  of the  Charitable  Beneficiary  on the  date of the
         purported  Transfer that results in Excess Stock  pursuant to Section D
         of this Article  XVI.  Shares of Excess Stock so held in trust shall be
         issued and outstanding  stock of the Corporation.  The Purported Record
         Transferee  shall  have  no  rights  in such  Excess  Stock  except  as
         expressly provided for in this Article XVI.

         Section N. Dividends on Excess Stock.

         Share of Excess Stock shall be entitled to dividends and  distributions
         authorized  and declared  with respect to the class or series of Common
         Stock or Equity Stock,  as the case may be, from which the Excess Stock
         was  converted and will be payable to the Trustee of the Trust in which
         such  Excess  Stock  is  held,   for  the  benefit  of  the  Charitable
         Beneficiary.   Dividends  and  distributions  will  be  authorized  and
         declared  with respect to each share of Excess Stock in an amount equal
         to the  dividends  and  distributions  authorized  and declared on each
         share of stock of the class or series of Common Stock or Equity  Stock,
         as the case may be,  from which the  Excess  Stock was  converted.  Any
         dividend or  distribution  paid to a  Purported  Record  Transferee  of
         Excess  Stock prior to the  discovery  by the  Corporation  that Common
         Stock or Equity Stock has been  transferred in violation of the Charter
         shall be repaid by the Purported Record  Transferee to the Trustee upon
         demand.  The  Corporation  shall  rescind any dividend or  distribution
         authorized  and  declared  but unpaid as void ab initio with respect to
         the Purported  Record  Transferee,  and the Corporation  shall pay such
         dividend or  distribution  when due to the Trustee of the Trust for the
         benefit of the Charitable Beneficiary.

         Section O. Liquidation Distributions for Excess Stock.

         Subject to the  preferential  rights of any Preferred Stock, if any, as
         may be determined by the Board of Directors of the Corporation,  in the
         event of any  voluntary  or  involuntary  liquidation,  dissolution  or
         winding up of, or any other distribution of all or substantially all of
         the assets of the  Corporation,  each holder of shares of Excess  Stock
         shall be  entitled to receive,  in the case of Excess  Stock  converted
         from Preferred Stock, ratably with each other holder of Preferred Stock
         and Excess Stock  converted  from  Preferred  Stock and having the same
         rights to payment upon  liquidation,  dissolution or winding up as such
         Preferred  Stock and, in the case of Excess Stock converted from Common
         Stock,  ratably with each other holder of Common Stock, that portion of
         the  assets  of  the  Corporation  available  for  distribution  to its
         stockholders  as the number of shares of the Excess  Stock held by such
         holder bears to the total number of shares of (i)  Preferred  Stock and
         Excess Stock then outstanding in the case of Excess Stock  constituting
         Preferred Stock and (ii) Common Stock and Excess Stock then outstanding
         in the case of Excess Stock converted from Common Stock.
<PAGE>

         Any liquidation  distributions to be distributed with respect to Excess
         Stock shall be distributed in the same manner as proceeds from the sale
         of Excess  Stock  are  distributed  as set  forth of  Section Q of this
         Article XVI.

         Section P. Voting Rights for Excess Stock.

         Any vote cast by a Purported Record Transferee of Excess Stock prior to
         the discovery by the Corporation  that Common Stock or Equity Stock, as
         the case maybe,  has been transferred in violation of the provisions of
         the Charter shall be void ab initio.  While the Excess Stock is held in
         trust, the Purported Record  Transferee will be deemed to have given an
         irrevocable  proxy to the Trustee to vote the shares of Common Stock or
         Equity Stock, as the case may be, which have been converted into shares
         of Excess Stock for the benefit of the Charitable Beneficiary.

         Section Q. Non-Transferability of Excess Stock.

         Excess Stock shall not be  transferable.  In its sole  discretion,  the
         Trustee  of  the  Trust  may   transfer   the  interest  in  the  Trust
         representing  shares of  Excess  Stock to any  Person if the  shares of
         Excess Stock would not be Excess Stock in the hands of such Person.  If
         such transfer is made,  the interest of the  Charitable  Beneficiary in
         the Excess Stock shall  terminate and the proceeds of the sale shall be
         payable by the Trustee to the Purported  Record  Transferee  and to the
         Charitable  Beneficiary  as herein  set  forth.  The  Purported  Record
         Transferee  shall  receive from the Trustee the lesser of (i) the price
         paid by the Purported Record Transferee for its shares of Common Stock,
         Preferred  Stock or other Equity  Stock,  as the case may be, that were
         converted into Excess Shares or, if the Purported Record Transferee did
         not give value for such shares (e.g.,  the stock was received through a
         gift, device, or other transaction),  the average closing price for the
         class of shares from which the Excess Shares were converted for the ten
         trading  days  immediately  preceding  such sale or gift,  and (ii) the
         price received by the Trustee from the sale or other disposition of the
         Excess Stock held in trust.  The Trustee may reduce the amount  payable
         to the  Purported  Record  Transferee  by the amount of  dividends  and
         distributions  which have been paid to the Purported Record  Transferee
         and are owed by the Purported Record Transferee to the Trustee pursuant
         to Section N of this  Article XVI. Any proceeds in excess of the amount
         payable to the Purported Record Transferee shall be paid by the Trustee
         to the Charitable Beneficiary. Upon such transfer of an interest in the
         Trust, the  corresponding  shares of Excess Stock in the Trust shall be
         automatically  exchanged for an equal number of shares of Common Stock,
         Preferred Stock or other Equity Stock,  as applicable,  and such shares
         of Common Stock,  Preferred Stock or other Equity Stock, as applicable,
         shall be transferred of record to the transferee of the interest in the
         Trust if such shares of Common Stock,  Preferred  Stock or other Equity
         Stock,  as  applicable,  would not be Excess Stock in the hands of such
         transferee.  Prior to any  transfer of any  interest in the Trust,  the
         Corporation  must have  waived in writing  its  purchase  rights  under
         Section R of this Article XVI.


<PAGE>
         Section R. Call by Corporation on Excess Stock.

         Shares of Excess Stock shall be deemed to have been offered for sale to
         the Corporation,  or its designee,  at a price per share payable to the
         Purported  Record  Transferee  equal to the lesser of (i) the price per
         share in the  transaction  that  created  such Excess Stock (or, in the
         case of a devise or gift,  the Market  Price at the time of such devise
         or gift) and (ii) the Market Price of the Common Stock, Preferred Stock
         or other Equity Stock, as the case may be, from which such Excess Stock
         was converted on the date the  Corporation,  or its  designee,  accepts
         such  offer.  The  Corporation  may reduce  the  amount  payable to the
         Purported   Record   Transferee   by  the  amount  of   dividends   and
         distributions  which have been paid to the Purported Record  Transferee
         and are owed by the Purported Record Transferee to the Trustee pursuant
         to Section N of this Article XVI. The Corporation may pay the amount of
         such  reductions  to the  Trustee  for the  benefit  of the  Charitable
         Beneficiary.  The Corporation shall have the right to accept such offer
         for a period  of  ninety  days  after  the later of (i) the date of the
         Corporation's  receipt of notice  pursuant to Section F of this Article
         XVI and (ii) if the  Corporation  does  not  receive  a notice  of such
         transfer  pursuant to Section F of this  Article XVI, the date that the
         Board of Directors  determines in good faith that a Transfer  resulting
         in Excess  Stock has  occurred,  but in no event later than a permitted
         Transfer  pursuant to and in compliance  with the terms of Section O of
         this Article XVI.

         Section S.  Enforcement

         The Corporation is authorized  specifically  to seek equitable  relief,
         including  injunctive relief, to enforce the provisions of this Article
         XVI.

         Section T.  Non-Waiver

         No delay or  failure  on the part of the  Corporation  or the  Board of
         Directors in exercising any right  hereunder  shall operate as a waiver
         of any right of the Corporation or the Board of Directors,  as the case
         may be, except to the extent specifically waived in writing.

<PAGE>
         IN WITNESS WHEREOF,  Reckson Service  Industries,  Inc. has caused this
First Amended and Restated Certificate of Incorporation to be signed in its name
and on its  behalf on this 13th day of May,  1998,  by its  President  and Chief
Executive  Officer,  who  acknowledges  that this  First  Amended  and  Restated
Certificate of Incorporation is the act of the Corporation and that, to the best
of his knowledge,  information and belief,  and under penalties of perjury,  all
matters and facts  contained in this First Amended and Restated  Certificate  of
Incorporation are true and correct in all material respects.



                                         /s/ Scott H. Rechler
                                       --------------------------------------
                                         Scott H. Rechler
                                         President and Chief Executive Officer