EXHIBIT 3.2



                         RECKSON ASSOCIATES REALTY CORP.

                              ARTICLES OF AMENDMENT

THIS IS TO CERTIFY THAT:

     FIRST:  The  charter  of  Reckson   Associates  Realty  Corp.,  a  Maryland
corporation  (the  "Corporation"),  is hereby  amended by deleting  Article VII,
Section 11 in its entirety  and by adding a new Article VII,  Section 11 to read
as follows:

          "Section 11.  EXEMPTIONS BY BOARD.  (i) The Board of Directors may, in
     its  sole  discretion,  waive  the  Ownership  Limit  with  respect  to any
     particular  Person or  Persons  if  evidence  satisfactory  to the Board of
     Directors and the  Corporation's  tax counsel is presented that the changes
     in ownership  pursuant to such waiver will not cause the Corporation not to
     continue to be qualified as a REIT and are not  reasonably  likely to cause
     the Corporation not to continue to be qualified as a REIT in the future and
     the Board of  Directors  otherwise  decides that such action is in the best
     interest of the Corporation.

          (ii) Notwithstanding Section 11(i), the Board of Directors shall waive
     the Ownership Limit with respect to any particular Person or Persons (other
     than  a  Person  that  is an  individual,  including  any  Person  that  is
     considered an individual for purposes of Section  542(a)(2) of the Code) to
     the extent that  evidence  satisfactory  to the Board of Directors  and the
     Corporation's  tax counsel is presented  that the changes in ownership that
     would be allowed  pursuant  to such  waiver  will not cause any  individual
     (including  any Person that is  considered  an  individual  for purposes of
     Section  542(a)(2) of the Code) to Beneficially  Own shares of Common Stock
     in excess of the Ownership Limit.

          (iii) In granting any such waiver  under (i) or (ii) above,  the Board
     of Directors  may provide that the waiver is subject to  compliance,  at or
     after the time of the granting of the waiver, with any terms and conditions
     determined by the Board of Directors  designed to enable the Corporation to
     continue to be qualified as a REIT."

     SECOND:  The  foregoing  amendments  have  been  advised  by the  Board  of
Directors of the Corporation and approved by the stockholders of the Corporation
as required by law and the Articles of Amendment and Restatement.

     THIRD: The undersigned Chief Executive  Officer and President  acknowledges
these Articles of Amendment to be the corporate act of the  Corporation  and, as
to all  matters or facts  required to be verified  under oath,  the  undersigned
Chief  Executive  Officer  and  President  acknowledges  that to the best of his
knowledge,  information  and  belief,  these  matters  and facts are true in all
material  respects  and that  this  statement  is made  under the  penalties  of
perjury.


<PAGE>


            IN WITNESS WHEREOF,  the Corporation has caused these Articles to be
signed  in its  name  and on its  behalf  by its  Chief  Executive  Officer  and
President and attested to by its Secretary on this 2nd day of June, 2004.

ATTEST:                                     RECKSON ASSOCIATES REALTY CORP.





/s/ Jason Barnett                           By:   /s/ Scott Rechler       (SEAL)
------------------------------------            --------------------------------
Jason Barnett                                     Scott Rechler
Secretary                                         Chief Executive Officer and
                                                  President








                                       2