--------------------------------------------------------------------------------
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                               ----------------
                                    FORM 10-Q



              QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF
                      THE SECURITIES EXCHANGE ACT OF 1934



                  FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2001



                        COMMISSION FILE NUMBER: 1-13762


                               ----------------
                      RECKSON OPERATING PARTNERSHIP, L.P.
            (Exact name of registrant as specified in its charter)





<TABLE>
<S>                                            <C>
                      DELAWARE                               11-3233647
(State other jurisdiction of incorporation     (IRS. Employer Identification Number)
                  of organization)
     225 BROADHOLLOW ROAD, MELVILLE, NY                        11747
 (Address of principal executive office)                    (zip code)

</TABLE>

                                (631) 694-6900
              (Registrant's telephone number including area code)


                               ----------------
     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) Yes X No__, and (2) has been
subject to such filing requirements for the past 90 days. Yes X No __.




--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

<PAGE>

                      RECKSON OPERATING PARTNERSHIP, L.P.
                                QUARTERLY REPORT
                   FOR THE THREE MONTHS ENDED JUNE 30, 2001


                                TABLE OF CONTENTS





<TABLE>
<CAPTION>
  INDEX                                                                                          PAGE
--------                                                                                        -----
<S>      <C>                                                                                    <C>
PART I.  FINANCIAL INFORMATION
Item 1.  Financial Statements
         Consolidated Balance Sheets as of June 30, 2001 (unaudited) and
         December 31, 2000 ....................................................................   2
         Consolidated Statements of Income for the three and six months ended June 30, 2001 and
         2000 (unaudited) .....................................................................   3
         Consolidated Statements of Cash Flows for the six months ended June 30, 2001 and
         2000 (unaudited) .....................................................................   4
         Notes to the Consolidated Financial Statements (unaudited) ...........................   5
Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations   12
Item 3.  Quantitative and Qualitative Disclosures about Market Risk ...........................  18
PART II. OTHER INFORMATION
Item 1.  Legal Proceedings ....................................................................  23
Item 2.  Changes in Securities and Use of Proceeds ............................................  23
Item 3.  Defaults Upon Senior Securities ......................................................  23
Item 4.  Submission of Matters to a Vote of Securities Holders ................................  23
Item 5.  Other Information ....................................................................  23
Item 6.  Exhibits and Reports on Form 8-K .....................................................  23
SIGNATURES ..................................................................................    23
</TABLE>

                                        1
<PAGE>

                         PART I -- FINANCIAL INFORMATION

ITEM 1 -- FINANCIAL STATEMENTS


                      RECKSON OPERATING PARTNERSHIP, L.P.
                          CONSOLIDATED BALANCE SHEETS
                  (DOLLARS IN THOUSANDS, EXCEPT UNIT AMOUNTS)





<TABLE>
<CAPTION>
                                                                                 JUNE 30, 2001      DECEMBER 31,
                                                                                  (UNAUDITED)           2000
                                                                                ---------------   ---------------
<S>                                                                             <C>               <C>
ASSETS:
Commercial real estate properties, at cost:
 Land .......................................................................     $   396,103       $   396,482
 Buildings and improvements .................................................       2,308,001         2,219,448
Developments in progress:
 Land .......................................................................          69,183            60,918
 Development costs ..........................................................          87,204            93,759
Furniture, fixtures and equipment ...........................................           7,414             7,138
                                                                                  -----------       -----------
                                                                                    2,867,905         2,777,745
Less accumulated depreciation ...............................................        (332,649)         (288,479)
                                                                                  -----------       -----------
                                                                                    2,535,256         2,489,266
Investments in real estate joint ventures ...................................          69,026            43,534
Investment in mortgage notes and notes receivable ...........................          55,223            58,220
Cash and cash equivalents ...................................................          26,265            16,624
Tenant receivables ..........................................................           9,829            11,511
Investments in and advances to affiliates ...................................         184,760           180,593
Deferred rents receivable ...................................................          90,080            67,930
Prepaid expenses and other assets ...........................................          76,959            68,759
Contract and land deposits and pre-acquisition costs ........................           3,026             1,676
Deferred lease and loan costs ...............................................          65,270            61,681
                                                                                  -----------       -----------
TOTAL ASSETS ................................................................     $ 3,115,694       $ 2,999,794
                                                                                  ===========       ===========
LIABILITIES:
Mortgage notes payable ......................................................     $   730,170       $   728,971
Unsecured credit facility ...................................................         334,600           216,600
Senior unsecured notes ......................................................         449,424           449,385
Accrued expenses and other liabilities ......................................          89,539            93,520
Distributions payable .......................................................          33,113            28,801
                                                                                  -----------       -----------
TOTAL LIABILITIES ...........................................................       1,636,846         1,517,277
                                                                                  -----------       -----------
Commitments and other comments ..............................................              --                --
Minority interests' in consolidated partnerships ............................         140,442           226,350
                                                                                  -----------       -----------
PARTNERS' CAPITAL
Preferred Capital, 11,226,733 and 11,234,518 units outstanding, respectively          305,341           313,126
General Partners' Capital:
 Class A common units, 49,619,419 and 45,352,286 units outstanding,
   respectively .............................................................         654,363           575,570
 Class B common units, 10,283,513 units outstanding .........................         267,978           270,118
Limited Partners' Capital:
 Common units of limited partnership interest, 7,644,135 and 7,694,642 units
   outstanding, respectively ................................................         107,021            97,353
 Accumulated other comprehensive income .....................................           3,703                --
                                                                                  -----------       -----------
 Total Partners' Capital ....................................................       1,338,406         1,256,167
                                                                                  -----------       -----------
 TOTAL LIABILITIES AND PARTNERS' CAPITAL ....................................     $ 3,115,694       $ 2,999,794
                                                                                  ===========       ===========

</TABLE>

                (see accompanying notes to financial statements)

                                        2
<PAGE>

                      RECKSON OPERATING PARTNERSHIP, L.P.
                       CONSOLIDATED STATEMENTS OF INCOME
                (UNAUDITED AND IN THOUSANDS, EXCEPT UNIT DATA)





<TABLE>
<CAPTION>
                                                                         THREE MONTHS ENDED             SIX MONTHS ENDED
                                                                              JUNE 30,                      JUNE 30,
                                                                    ----------------------------- -----------------------------
                                                                         2001           2000           2001           2000
                                                                    -------------- -------------- -------------- --------------
<S>                                                                 <C>            <C>            <C>            <C>
REVENUES:
Base rents ........................................................  $   111,184    $    96,099    $   218,678    $   190,499
Tenant escalations and reimbursements .............................       14,165         12,984         30,110         25,830
Equity in earnings of real estate joint ventures and service
 companies ........................................................          801          1,775          1,199          3,187
Interest income on mortgage notes and notes receivable ............        1,559          2,190          3,067          4,476
Gain on sales of real estate ......................................           --          6,662             --          6,662
Investment and other income .......................................        4,674          5,738         10,204         12,451
                                                                     -----------    -----------    -----------    -----------
 Total Revenues ...................................................      132,383        125,448        263,258        243,105
                                                                     -----------    -----------    -----------    -----------

EXPENSES:
Property operating expenses .......................................       40,874         36,508         81,868         74,797
Marketing, general and administrative .............................        7,353          6,629         13,837         12,375
Interest ..........................................................       23,557         24,176         47,188         48,016
Depreciation and amortization .....................................       27,172         22,426         50,693         43,437
                                                                     -----------    -----------    -----------    -----------
 Total Expenses ...................................................       98,956         89,739        193,586        178,625
                                                                     -----------    -----------    -----------    -----------
Income before distributions to preferred unit holders and minority
 interests ........................................................       33,427         35,709         69,672         64,480
Minority partners' interests in consolidated partnerships .........       (4,065)        (1,925)        (9,820)        (3,899)
                                                                     -----------    -----------    -----------    -----------
Net Income ........................................................       29,362         33,784         59,852         60,581
Preferred unit distributions ......................................       (5,928)        (7,857)       (12,013)       (15,842)
                                                                     -----------    -----------    -----------    -----------
Net income available to common unit holders .......................  $    23,434    $    25,927    $    47,839    $    44,739
                                                                     ===========    ===========    ===========    ===========
Net Income available to:
 General Partner -- Class A common units ..........................  $    15,919    $    16,563    $    31,969    $    28,508
 General Partner -- Class B common units ..........................        4,899          6,281         10,539         10,870
 Limited Partners' ................................................        2,616          3,083          5,331          5,361
                                                                     -----------    -----------    -----------    -----------
Total .............................................................  $    23,434    $    25,927    $    47,839    $    44,739
                                                                     ===========    ===========    ===========    ===========
Net income per weighted average common units:
 Net income per weighted average Class A general partnership
  unit ............................................................  $       .34    $       .40    $       .69    $       .70
                                                                     ===========    ===========    ===========    ===========
 Net income per weighted average Class B general partnership
  unit ............................................................  $       .48    $       .61    $      1.02    $      1.06
                                                                     ===========    ===========    ===========    ===========
 Net income per weighted average limited partnership unit .........  $       .34    $       .40    $       .69    $       .70
                                                                     ===========    ===========    ===========    ===========

 Weighted average common units outstanding:
 General Partner -- Class A common units ..........................   47,222,000     41,343,000     46,358,000     40,863,000
 General Partner -- Class B common units ..........................   10,284,000     10,284,000     10,284,000     10,284,000
 Limited Partners' ................................................    7,763,000      7,695,000      7,728,000      7,697,000

</TABLE>

               (see accompanying notes to financial statements)

                                        3
<PAGE>

                     RECKSON OPERATING PARTNERSHIP, L. P.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                         (UNAUDITED AND IN THOUSANDS)





<TABLE>
<CAPTION>
                                                                                       SIX MONTHS ENDED
                                                                                           JUNE 30,
                                                                                 ----------------------------
                                                                                     2001            2000
                                                                                 ------------   -------------
<S>                                                                              <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income ...................................................................    $   59,852     $   60,581
Adjustments to reconcile net income to net cash provided by operating
 activities:
 Depreciation and amortization ...............................................        50,693         43,437
 Gain on sales of real estate ................................................            --         (6,662)
 Minority partners' interests in consolidated partnerships ...................         9,820          3,899
 Equity in earnings of real estate joint ventures and service companies .             (1,199)        (3,187)
Changes in operating assets and liabilities:
 Prepaid expenses and other assets ...........................................        (1,482)        (3,872)
 Tenant receivables ..........................................................         1,682          1,777
 Deferred rents receivable ...................................................       (22,150)       (12,534)
 Real estate tax escrows .....................................................        (1,266)         3,387
 Accrued expenses and other liabilities ......................................        (1,931)         7,073
                                                                                  ----------     ----------
 Net cash provided by operating activities ...................................        94,019         93,899
                                                                                  ----------     ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
 Purchases of commercial real estate properties ..............................            --       (154,573)
 Increase in contract deposits and pre-acquisition costs .....................        (1,343)        (6,079)
 Proceeds from mortgage note receivable repayments ...........................         2,945          2,157
 Proceeds from sales of property and mortgage redemption .....................            --         42,595
 Additions to commercial real estate properties ..............................       (87,982)       (22,108)
 Additions to developments in progress .......................................        (5,252)       (15,923)
 Payment of leasing costs ....................................................        (5,998)        (9,379)
 Additions to furniture, fixtures and equipment ..............................          (244)          (676)
 Distribution from a real estate joint venture ...............................            --            226
 Investments in real estate joint ventures ...................................       (24,966)        (4,770)
                                                                                  ----------     ----------
 Net cash used in investing activities .......................................      (122,840)      (168,530)
                                                                                  ----------     ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
 Principal payments on secured borrowings ....................................       (73,801)       (23,708)
 Payment of loan costs .......................................................          (789)        (2,399)
 (Increase) decrease in investments in and advances to affiliates ............        (5,042)         4,880
 Proceeds from secured borrowings ............................................        75,000         92,000
 Proceeds from unsecured credit facility .....................................       118,000        125,000
 Principal payments on unsecured credit facility .............................            --        (49,000)
 Contributions ...............................................................         1,331          1,486
 Distributions ...............................................................       (65,510)       (63,322)
 Distributions to minority partners in consolidated partnerships .............       (10,727)        (4,914)
                                                                                  ----------     ----------
 Net cash provided by financing activities ...................................        38,462         80,023
                                                                                  ----------     ----------
 Net increase in cash and cash equivalents ...................................         9,641          5,392
 Cash and cash equivalents at beginning of period ............................        16,624         21,122
                                                                                  ----------     ----------
 Cash and cash equivalents at end of period ..................................    $   26,265     $   26,514
                                                                                  ==========     ==========
</TABLE>

                (see accompanying notes to financial statements)

                                        4
<PAGE>

                      RECKSON OPERATING PARTNERSHIP, L.P.
                NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2001
                                   (UNAUDITED)


1.  ORGANIZATION AND FORMATION OF THE OPERATING PARTNERSHIP

     Reckson   Operating   Partnership,   L.P.   (the  "Operating  Partnership")
commenced  operations on June 2, 1995. The sole general partner in the Operating
Partnership,   Reckson   Associates   Realty   Corp.   (the   "Company")   is  a
self-administered and self-managed Real Estate Investment Trust ("REIT").

     During June 1995, the Company contributed approximately $162 million in
cash to the Operating Partnership in exchange for an approximate 73% general
partnership interest. The Operating Partnership executed various option and
purchase agreements whereby it issued common units of limited partnership
interest in the Operating Partnership ("Units") to the continuing investors and
assumed certain indebtedness in exchange for interests in certain property
partnerships, fee simple and leasehold interests in properties and development
land, certain business assets of the executive center entities and 100% of the
non-voting preferred stock of the management and construction companies.

     During July 1998, the Company formed Metropolitan Partners, LLC
("Metropolitan") for the purpose of acquiring Tower Realty Trust, Inc.
("Tower"). On May 24, 1999 the Company completed the merger with Tower and
acquired three Class A office properties located in New York City totaling 1.6
million square feet and one office property located on Long Island totaling
approximately 101,000 square feet. In addition, pursuant to the merger, the
Company also acquired certain office properties, a property under development
and land located outside of the Tri-State Area. All of the assets acquired in
the merger located outside of the Tri-State Area, other than a 357,000 square
foot office property located in Orlando, Florida, have been sold.

     On September 28, 2000, the Operating Partnership formed a joint venture
(the "Tri-State JV") with Teachers Insurance and Annuity Association ("TIAA")
and contributed eight Class A suburban office properties to the Tri-State JV in
exchange for approximately $136 million and a 51% majority ownership interest in
the Tri-State JV.


2. BASIS OF PRESENTATION

     The accompanying consolidated financial statements include the consolidated
financial position of the Operating Partnership and its subsidiaries at June 30,
2001 and December 31, 2000 and the results of their operations for the three and
six months ended June 30, 2001 and 2000, respectively and, their cash flows for
the six months ended June 30, 2001 and 2000, respectively. The Operating
Partnership's investments in Omni Partners, L.P. ("Omni"), the Tri-State JV and
certain joint venture properties are reflected in the accompanying financial
statements on a consolidated basis with a reduction for the minority partners'
interest. The operating results of the service businesses currently conducted by
Reckson Management Group, Inc., and Reckson Construction Group, Inc., are
reflected in the accompanying financial statements on the equity method of
accounting. The Operating Partnership also invests in real estate joint ventures
where it may own less than a controlling interest, such investments are also
reflected in the accompanying financial statements on the equity method of
accounting. All significant intercompany balances and transactions have been
eliminated in the consolidated financial statements.

     The minority interests at June 30, 2001 represent a 49% interest in the
Tri-State JV and a 40% interest in Omni.

     The accompanying interim unaudited financial statements have been prepared
by the Operating Partnership's management pursuant to the rules and regulations
of the Securities and Exchange Commission ("SEC"). Certain information and
footnote disclosure normally included in the financial statements prepared in
accordance with accounting principles generally accepted in the United States
("GAAP") may have been condensed or omitted pursuant to such rules and
regulations, although


                                        5
<PAGE>

management believes that the disclosures are adequate to make the information
presented not misleading. The unaudited financial statements as of June 30, 2001
and for the three and six month periods ended June 30, 2001 and 2000 include, in
the opinion of management, all adjustments, consisting of normal recurring
adjustments, necessary to present fairly the financial information set forth
herein. The results of operations for the interim periods are not necessarily
indicative of the results that may be expected for the year ending December 31,
2001. These financial statements should be read in conjunction with the
Operating Partnership's audited financial statements and notes thereto included
in the Operating Partnership's Form 10-K for the year ended December 31, 2000.

     Financial Accounting Standards Board's ("FASB") Statement No. 133,
"Accounting for Derivative Instruments and Hedging Activities," ("SFAS 133")
which became effective January 1, 2001 requires the Operating Partnership to
recognize all derivatives on the balance sheet at fair value. Derivatives that
are not hedges must be adjusted to fair value through income. If a derivative is
a hedge, depending on the nature of the hedge, changes in the fair value of the
derivative will either be offset against the change in fair value of the hedged
asset, liability, or firm commitment through earnings, or recognized in
accumulated other comprehensive income ("OCI") until the hedged item is
recognized in earnings. The ineffective portion of a derivative's change in fair
value will be immediately recognized in earnings. As of January 1, 2001, the
fair value of the Operating Partnership's derivatives equaled their fair value
and as a result no cumulative effect changes were recorded. Additionally, as of
June 30, 2001, the fair value of the Operating Partnership's derivatives equaled
approximately $3.7 million and has been reflected in other assets and OCI on the
accompanying balance sheet. On July 18, 2001, the mortgage note payable which
these derivatives relate to was funded (see Note 3) and their fair value at that
time was approximately $676,000 less than their carrying value. This amount will
be amortized to interest expense over the term of the mortgage note to which it
relates.

     Certain prior year amounts have been reclassified to conform to the current
year presentation.


3. MORTGAGE NOTES PAYABLE

     As of June 30, 2001, the Operating Partnership had approximately $530.2
million of fixed rate mortgage notes which mature at various times between 2001
and 2027. The notes are secured by 23 properties and have a weighted average
interest rate of approximately 7.5%.

     In addition, as of June 30, 2001, the Operating Partnership had a $200
million variable rate mortgage note, which matures in 2003. The note is secured
by the property located at 919 Third Avenue, NY, NY. On July 18, 2001, the
Operating Partnership refinanced this mortgage note with a ten year, $250
million fixed rate mortgage note which bears interest at 6.867% per annum. Net
proceeds of approximately $47 million were used primarily to repay maturing
fixed rate debt and the Operating Partnership's unsecured credit facility.

     On June 1, 2001, the Operating Partnership refinanced the $70 million
variable rate mortgage note, which secured the property located at 1350 Avenue
of the Americas, with a five year, $75 million fixed rate mortgage note which
bears interest at 6.52% per annum. Net proceeds of approximately $3.4 million
were used for working capital purposes.

     On July 24, 2001, the Operating Partnership repaid a mortgage note in the
amount of approximately $15.5 million, which was secured by the property located
at 50 Charles Lindbergh Blvd., Mitchel Field, NY.


                                        6
<PAGE>

4. SENIOR UNSECURED NOTES

     As of June 30, 2001, the Operating Partnership had outstanding
approximately $449.4 million (net of issuance discounts) of senior unsecured
notes (the "Senior Unsecured Notes"). The following table sets forth the
Operating Partnership's Senior Unsecured Notes and other related disclosures
(dollars in thousands):





<TABLE>
<CAPTION>
                          FACE
      ISSUANCE           AMOUNT      COUPON RATE       TERM          MATURITY
-------------------   -----------   -------------   ----------   ----------------
<S>                   <C>           <C>             <C>          <C>
  August 27, 1997      $150,000          7.20%      10 years     August 28, 2007
  March 26, 1999       $100,000          7.40%      5 years      March 15, 2004
  March 26, 1999       $200,000          7.75%      10 years     March 15, 2009

</TABLE>

     Interest on the Senior Unsecured Notes is payable semiannually with
principal and unpaid interest due on the scheduled maturity dates. In addition,
the Senior Unsecured Notes issued on March 26, 1999 were issued at an aggregate
discount of $738,000. Such discount is being amortized over the term of the
Senior Unsecured Notes to which they relate.

5. UNSECURED CREDIT FACILITY

     As of June 30, 2001, the Operating Partnership had a three year $575
million unsecured revolving credit facility (the "Credit Facility") from The
Chase Manhattan Bank, as administrative agent, UBS Warburg LLC as syndication
agent and Deutsche Bank as documentation agent. The Credit Facility matures in
September 2003 and borrowings under the Credit Facility are currently priced off
of LIBOR plus 105 basis points.

     The Operating Partnership utilizes the Credit Facility primarily to finance
real estate investments, fund its real estate development activities and for
working capital purposes. At June 30, 2001, the Operating Partnership had
availability under the Credit Facility to borrow an additional $240.4 million
(of which, approximately $34.1 million has been allocated for outstanding
undrawn letters of credit).

6. COMMERCIAL REAL ESTATE INVESTMENTS

     As of June 30, 2001, the Operating Partnership owned and operated 82 office
properties (inclusive of ten office properties owned through joint ventures)
comprising approximately 14.4 million square feet,104 industrial properties
comprising approximately 6.8 million square feet and two retail properties
comprising approximately 20,000 square feet located in the Tri-State Area. The
Operating Partnership also owns a 357,000 square foot office building located in
Orlando, Florida and approximately 290 acres of land in 13 separate parcels of
which the Operating Partnership can develop approximately 1.4 million square
feet of office space and approximately 224,000 square feet of industrial space.
The Operating Partnership also has invested approximately $17.0 million in a
note receivable secured by a partnership interest in Omni Partners, L.P., owner
of the Omni, a 575,000 square foot Class A office property located in Uniondale,
New York and $36.5 million under three notes which are secured by a minority
partners' preferred interest in the Operating Partnership.

     In July 1998, the Company formed a joint venture, Metropolitan Partners LLC
("Metropolitan"), with Crescent Real Estate Equities Company, a Texas REIT
("Crescent") for the purpose of acquiring Tower Realty Trust, Inc. ("Tower"). On
May 24, 1999 the Company completed the merger with Tower and acquired three
Class A office properties located in New York City totaling 1.6 million square
feet and one office property located on Long Island totaling approximately
101,000 square feet. In addition, pursuant to the merger, the Company also
acquired certain office properties, a property under development and land
located outside of the Tri-State Area. All of the assets acquired in the merger
located outside of the Tri-State Area, other than a 357,000 square foot office
property located in Orlando, Florida, have been sold.

     Metropolitan is 100% owned by the Company; Crescent owned a $85 million
preferred equity investment in Metropolitan which accrued distributions at a
rate of 7.5% per annum for a two-year period (May 30, 1999 through May 30,
2001). On May 31, 2001, at Crescent's election, Crescent converted its
preferred equity investment into 3,453,881 shares of the Company's Class A
common stock based on a conversion price of $24.61 per share.


                                        7
<PAGE>

     On September 28, 2000, the Operating Partnership formed the Tri-State JV
with TIAA and contributed eight Class A suburban office properties aggregating
approximately 1.5 million square feet to the Tri-State JV in exchange for
approximately $136 million and a 51% majority ownership interest in the
Tri-State JV.

7. PARTNERS' CAPITAL

     On April 2, 2001, approximately 7,785 preferred units of the limited
partnership interest, with a liquidation preference value of approximately $7.8
million, were exchanged for 305,706 Units at an average price of $25.47 per
Unit. In addition, during the three months ended June 30, 2001, 352,878 Units
were exchanged for an equal number of Class A common units.

     On May 24, 1999, the Operating Partnership issued 11,694,567 Class B common
units of general partnership interest to the Company which were valued for GAAP
purposes at $26 per unit for total consideration of approximately $304.1
million. The Class B common units were entitled to receive an initial annual
distribution of $2.24 per unit which distribution is subject to adjustment
annually. On July 31, 2001, the annual distribution on the Class B common units
was increased to $2.5968 per unit.

     The Class B common units are exchangeable at any time, at the option of the
holder, into an equal number of Class A common units subject to customary
antidilution adjustments. The Operating Partnership, at its option, may redeem
any or all of the Class B common units in exchange for an equal number of Class
A common units at any time following November 23, 2003.

     On May 31, 2001, in connection with Crescent's conversion of its $85
million preferred equity investment in Metropolitan, the Operating Partnership
issued 3,453,881 Class A common units.

     During June 2001, the Operating Partnership declared the following
distributions:





<TABLE>
<CAPTION>
                                                  RECORD           PAYMENT         THREE MONTHS     ANNUALIZED
         SECURITY            DISTRIBUTION          DATE              DATE             ENDED          DIVIDEND
-------------------------   --------------   ---------------   ---------------   ---------------   -----------
<S>                         <C>              <C>               <C>               <C>               <C>
Class A common unit         $ .4246          July 6, 2001      July 17, 2001     June 30, 2001     $ 1.6984
Class B common unit         $ .6492          July 13, 2001     July 31, 2001     July 31, 2001     $ 2.5968
Series A preferred unit     $ .4766          July 13, 2001     July 31, 2001     July 31, 2001     $ 1.9063
Series E preferred unit     $ .553125        July 13, 2001     July 31, 2001     July 31, 2001     $ 2.2125
</TABLE>

     As of June 30, 2001 in conjunction with the Company's common stock buy back
program, the Operating Partnership had purchased and retired 1,410,804 Class B
common units at an average price of $21.48 per Class B common unit and 4,204
Class A common units at an average price of $22.03 per Class A common unit for
an aggregate purchase price of approximately $30.4 million.

     Net income per common partnership unit is determined by allocating net
income after preferred distributions and minority partners' interest in
consolidated partnerships income to the general and limited partners' based on
their weighted average distribution per common partnership units outstanding
during the respective periods presented.

     Holders of preferred units of limited and general partnership interest are
entitled to distributions based on the stated rates of return (subject to
adjustment) for those units.

8. SUPPLEMENTAL DISCLOSURES OF CASH FLOWS INFORMATION (in thousands)





<TABLE>
<CAPTION>
                                                         SIX MONTHS ENDED
                                                              JUNE 30,
                                                     -------------------------
                                                         2001          2000
                                                     -----------   -----------
<S>                                                  <C>           <C>
Cash paid during the period for interest .........    $ 52,766      $ 52,135
                                                      ========      ========
Interest capitalized during the period ...........    $  5,137      $  5,173
                                                      ========      ========
</TABLE>


                                        8
<PAGE>

9. SEGMENT DISCLOSURE

     The Operating Partnership's portfolio consists of Class A office properties
located within the New York City metropolitan area and Class A suburban office
and industrial properties located and operated within the Tri-State Area (the
"Core Portfolio"). In addition the Operating Partnership's portfolio also
includes one office property located in Orlando, Florida. The Operating
Partnership has managing directors who report directly to the Chief Operating
Officer and Chief Financial Officer who have been identified as the Chief
Operating Decision Makers because of their final authority over resource
allocation decisions and performance assessment.

     In addition, the Operating Partnership does not consider (i) interest
incurred on its Credit Facility, term loan and Senior Unsecured Notes and (ii)
the operating performance of the office property located in Orlando, Florida as
part of its Core Portfolio's property operating performance.

     The following table sets forth the components of the Operating
Partnership's revenues and expenses and other related disclosures for the three
months ended June 30, 2001 and 2000 (in thousands):




<TABLE>
<CAPTION>
                                                                    THREE MONTHS ENDED
                                  --------------------------------------------------------------------------------------
                                                 JUNE 30, 2001                              JUNE 30, 2000
                                  ------------------------------------------- ------------------------------------------
                                       CORE                     CONSOLIDATED       CORE                     CONSOLIDATED
                                     PORTFOLIO       OTHER         TOTALS        PORTFOLIO       OTHER         TOTALS
                                  -------------- ------------- -------------- -------------- ------------- -------------
<S>                               <C>            <C>           <C>            <C>            <C>           <C>
REVENUES:
Base rents, tenant escalations
 and reimbursements .............  $   123,030     $   2,319    $   125,349    $   106,852     $   2,231    $   109,083
Equity in earnings of real
 estate joint ventures and
 service companies ..............           --           801            801             --         1,775          1,775
Other income ....................        1,929         4,304          6,233            257        14,333         14,590
                                   -----------     ---------    -----------    -----------     ---------    -----------
Total Revenues ..................      124,959         7,424        132,383        107,109        18,339        125,448
                                   -----------     ---------    -----------    -----------     ---------    -----------
EXPENSES:
Property operating expenses .....       40,080           794         40,874         35,950           558         36,508
Marketing, general and
 administrative .................        5,446         1,907          7,353          4,788         1,841          6,629
Interest ........................       12,149        11,408         23,557          9,403        14,773         24,176
Depreciation and
 amortization ...................       25,096         2,076         27,172         20,055         2,371         22,426
                                   -----------     ---------    -----------    -----------     ---------    -----------
Total Expenses ..................       82,771        16,185         98,956         70,196        19,543         89,739
                                   -----------     ---------    -----------    -----------     ---------    -----------
Income (loss) before
 distributions to preferred
 unitholders and minority
 interests loss .................  $    42,188     $  (8,761)   $    33,427    $    36,913     $  (1,204)   $    35,709
                                   ===========     =========    ===========    ===========     =========    ===========
Total Assets ....................  $ 2,475,072     $ 640,622    $ 3,115,694    $ 2,054,183     $ 831,589    $ 2,885,772
                                   ===========     =========    ===========    ===========     =========    ===========
</TABLE>


                                        9
<PAGE>

     The following table sets forth the components of the Operating
Partnership's revenues and expenses and other related disclosures for the six
months ended June 30, 2001 and 2000 (in thousands):




<TABLE>
<CAPTION>
                                                                     SIX MONTHS ENDED
                                      -------------------------------------------------------------------------------
                                                   JUNE 30, 2001                           JUNE 30, 2000
                                      --------------------------------------- ---------------------------------------
                                          CORE                  CONSOLIDATED      CORE                   CONSOLIDATED
                                       PORTFOLIO      OTHER        TOTALS      PORTFOLIO      OTHER         TOTALS
                                      ----------- ------------ -------------- ----------- ------------- -------------
<S>                                   <C>         <C>          <C>            <C>         <C>           <C>
REVENUES:
Base rents, tenant
 escalations and
 reimbursements .....................  $ 243,752   $    5,036     $ 248,788    $ 211,672    $   4,657     $ 216,329
Equity in earnings of
 real estate joint
 ventures and service
 companies ..........................         --        1,199         1,199           --        3,187         3,187
Other income ........................      2,478       10,793        13,271          664       22,925        23,589
                                       ---------   ----------     ---------    ---------    ---------     ---------
Total Revenues ......................    246,230       17,028       263,258      212,336       30,769       243,105
                                       ---------   ----------     ---------    ---------    ---------     ---------
EXPENSES:
Property operating
 expenses ...........................     80,434        1,434        81,868       73,571        1,226        74,797
Marketing, general
 and administrative .................     10,070        3,767        13,837        9,755        2,620        12,375
Interest ............................     25,055       22,133        47,188       18,595       29,421        48,016
Depreciation and
 amortization .......................     46,631        4,062        50,693       39,388        4,049        43,437
                                       ---------   ----------     ---------    ---------    ---------     ---------
Total Expenses ......................    162,190       31,396       193,586      141,309       37,316       178,625
                                       =========   ==========     =========    =========    =========     =========
Income (loss) before distributions to
 preferred unitholders and minority
 interests loss .....................  $  84,040  $   (14,368)    $  69,672    $  71,027    $  (6,547)    $  64,480
                                       =========  ===========     =========    =========    =========     =========
</TABLE>

10. OTHER INVESTMENTS AND ADVANCES

     During 1997, the Company formed FrontLine Capital Group, formerly Reckson
Service Industries, Inc., ("FrontLine") and Reckson Strategic Venture Partners,
LLC ("RSVP"). In connection with the formation of FrontLine, the Operating
Partnership established an unsecured credit facility with FrontLine (the
"FrontLine Facility") in the amount of $100 million for FrontLine to use in its
investment activities, operations and other general corporate purposes. As of
June 30, 2001, the Operating Partnership had advanced approximately $93.4
million under the FrontLine Facility. The Operating Partnership also approved
the funding of investments of up to $100 million relating to RSVP (the "RSVP
Commitment"), through RSVP-controlled joint ventures (for REIT-qualified
investments) or advances made to FrontLine under an unsecured loan facility on
terms similar to the FrontLine Facility. During March 2001, the Operating
Partnership increased the RSVP Commitment to $110 million and as of June 30,
2001, approximately $109.1 million had been funded through the RSVP Commitment,
of which $59.8 million represents investments in RSVP-controlled
(REIT-qualified) joint ventures and $49.3 million represents advances loaned to
FrontLine. In addition, as of June 30, 2001, the Operating Partnership, through
its Credit Facility, has allocated approximately $200,000 in outstanding undrawn
letters of credit for the benefit of FrontLine. As of June 30, 2001, interest
accrued under the FrontLine Facility and RSVP Commitment was approximately $19.6
million, of which approximately $5 million was accrued for the three month
period ended June 30, 2001.

     FrontLine's primary business, HQ Global Holdings, Inc. ("HQ"), one of the
largest providers of flexible officing solutions in the world, recently
announced that the termination of the merger discussions between HQ and another
officing solutions provider and the decline in the overall economic environment
have negatively impacted its operating results. FrontLine also announced that it
obtained relief for the second and third quarters of 2001 from both HQ's lenders
and from the lender on its $25 million secured credit facility. FrontLine is in
discussions with this secured lender concerning the extension of the secured
credit facility beyond its current maturity during the third quarter 2001.
FrontLine and HQ are currently in discussions with their lenders concerning the
potential need for amendments to financial covenants for future periods. In
addition, FrontLine has announced that it is considering seeking stockholder
approval, if necessary, to issue shares of its common stock in lieu of cash, in
the event certain put rights of holders of HQ common stock are exercised. The
Company has formed a committee of its Board of Directors, comprised solely of
independent directors, to consider any actions to be taken by the Company in
connection with its loans to FrontLine through the FrontLine Facility or the
RSVP Commitment. As a result of these circumstances, the Company has taken a
reserve against interest income accrued for the second quarter 2001 on the loans
under the FrontLine Facility and loans advanced under the RSVP Commitment in the
amount of approximately $3.5 million based on its assessment of the amounts
expected to be received on these loans. In addition, based on current
conditions, the Company expects to record a similar reserve in future periods.
FrontLine's ability to meet its obligations as they come due, or repay the
Company will depend upon, amongst other things, the outcome of certain events
described above.

     Both the FrontLine Facility and the loans under the RSVP Commitment have a
term of five years, are unsecured and advances under each are recourse
obligations of FrontLine. Interest accrues on advances made under the credit
facilities at a rate equal to the greater of (a) the prime rate plus two percent
and (b) 12% per annum,


                                       10
<PAGE>

with the rate on amounts that are outstanding for more than one year increasing
annually at a rate of four percent of the prior year's rate. In March 2001, the
credit facilities were amended to provide that (i) interest is payable only at
maturity and (ii) the Company may transfer all or any portion of its rights or
obligations under the credit facilities to its affiliates. The Company requested
these changes as a result of changes in REIT tax laws.

     In addition to its interest in HQ, FrontLine also owns an interest in RSVP
which invests primarily in real estate and real estate related operating
companies generally outside of the Operating Partnership's core office and
industrial focus.


                                       11
<PAGE>

ITEM  2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

     The  following discussion should be read in conjunction with the historical
financial  statements  of  Reckson  Operating Partnership, L. P. (the "Operating
Partnership") and related notes.

     The Operating Partnership considers certain statements set forth herein to
be forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities Exchange
Act of 1934, as amended, with respect to the Operating Partnership's
expectations for future periods. Certain forward-looking statements, including,
without limitation, statements relating to the timing and success of
acquisitions and the completion of development or redevelopment of properties,
the financing of the Operating Partnership's operations, the ability to lease
vacant space and the ability to renew or relet space under expiring leases,
involve risks and uncertainties. Although the Operating Partnership believes
that the expectations reflected in such forward-looking statements are based on
reasonable assumptions, the actual results may differ materially from those set
forth in the forward-looking statements and the Operating Partnership can give
no assurance that its expectation will be achieved. Among those risks, trends
and uncertainties are the general economic climate, including the conditions
affecting industries in which our principal tenants compete; changes in the
supply of and demand for office and industrial properties in the New York
Tri-State area; changes in interest rate levels; downturns in rental rate levels
in our markets and our ability to lease or release space in a timely manner at
current or anticipated rental rate levels; the availability of financing to us
or our tenants; changes in operating costs, including utility costs; repayment
of debt owed to the Operating Partnership by third parties (including FrontLine
Capital Group); risks associated with joint ventures; and other risks associated
with the development and acquisition of properties, including risks that
development may not be completed on schedule, that the tenants will not take
occupancy or pay rent, or that development or operating costs may be greater
than anticipated. Consequently, such forward-looking statements should be
regarded solely as reflections of the Operating Partnership's current operating
and development plans and estimates. These plans and estimates are subject to
revisions from time to time as additional information becomes available, and
actual results may differ from those indicated in the referenced statements.

OVERVIEW AND BACKGROUND

     The Operating Partnership, which commenced operations on June 2 1995, is
engaged in the ownership, management, operation, leasing and development of
commercial real estate properties, principally office and industrial buildings,
and also owns certain undeveloped land located in the New York tri-state area
(the "Tri-State Area"). Reckson Associates Realty Corp. (the "Company"), is a
self-administered and self-managed Real Estate Investment Trust ("REIT"), and
serves as the sole general partner in the Operating Partnership.

     As of June 30, 2001, the Operating Partnership owned and operated 82 office
properties (inclusive of ten office properties which are owned through joint
ventures) comprising approximately 14.4 million square feet, 104 industrial
properties comprising approximately 6.8 million square feet and two retail
properties comprising approximately 20,000 square feet located in the Tri-State
Area. The Operating Partnership also owns a 357,000 square foot office building
located in Orlando, Florida and approximately 290 acres of land in 13 separate
parcels of which the Operating Partnership can develop approximately 1.4 million
square feet of office space and approximately 224,000 square feet of industrial
space. The Operating Partnership also has invested approximately $17.0 million
in a note receivable secured by a partnership interest in Omni Partners, L.P.,
owner of the Omni, a 575,000 square foot Class A office property located in
Uniondale, New York and $36.5 million under three notes which are secured by a
minority partners' preferred interest in the Operating Partnership.

     During 1997, the Company formed FrontLine Capital Group, formerly Reckson
Service Industries, Inc., ("FrontLine") and Reckson Strategic Venture Partners,
LLC ("RSVP"). In connection with the formation of FrontLine, the Operating
Partnership established an unsecured credit facility with FrontLine (the
"FrontLine Facility") in the amount of $100 million for FrontLine to use in its
investment activities, operations and other general corporate purposes. As of
June 30, 2001, the Operating Partnership had advanced approximately $93.4
million under the FrontLine Facility. The


                                       12
<PAGE>

     Operating Partnership also approved the funding of investments of up to
$100 million relating to RSVP (the "RSVP Commitment"), through RSVP-controlled
joint ventures (for REIT-qualified investments) or advances made to FrontLine
under an unsecured loan facility on terms similar to the FrontLine Facility.
During March 2001, the Operating Partnership increased the RSVP Commitment to
$110 million and as of June 30, 2001, approximately $109.1 million had been
funded through the RSVP Commitment, of which $59.8 million represents
investments in RSVP-controlled (REIT-qualified) joint ventures and $49.3 million
represents advances loaned to FrontLine. In addition, as of June 30, 2001, the
Operating Partnership, through its unsecured credit facility, has allocated
approximately $200,000 in outstanding undrawn letters of credit for the benefit
of FrontLine. As of June 30, 2001, interest accrued under the FrontLine Facility
and RSVP Commitment was approximately $19.6 million, of which approximately $5
million was accrued for the three month period ended June 30, 2001.

     FrontLine's primary business, HQ Global Holdings, Inc. ("HQ"), one of the
largest providers of flexible officing solutions in the world, recently
announced that the termination of the merger discussions between HQ and another
officing solutions provider and the decline in the overall economic environment
have negatively impacted its operating results. FrontLine also announced that it
obtained relief for the second and third quarters of 2001 from both HQ's lenders
and from the lender on its $25 million secured credit facility. FrontLine is in
discussions with this secured lender concerning the extension of the secured
credit facility beyond its current maturity during the third quarter 2001.
FrontLine and HQ are currently in discussions with their lenders concerning the
potential need for amendments to financial covenants for future periods. In
addition, FrontLine has announced that it is considering seeking stockholder
approval, if necessary, to issue shares of its common stock in lieu of cash, in
the event certain put rights of holders of HQ common stock are exercised. The
Company has formed a committee of its Board of Directors, comprised solely of
independent directors, to consider any actions to be taken by the Company in
connection with its loans to FrontLine through the FrontLine Facility or the
RSVP Commitment. As a result of these circumstances, the Company has taken a
reserve against interest income accrued for the second quarter 2001 on the loans
under the FrontLine Facility and RSVP Commitment in the amount of approximately
$3.5 million based on its assessment of the amounts expected to be received on
these loans. In addition, based on current conditions, the Company expects to
record a similar reserve in future periods. FrontLine's ability to meet its
obligations as they come due, or repay the Company will depend upon, amongst
other things, the outcome of certain events described above.


     Both the FrontLine Facility and the loans under the RSVP Commitment have a
term of five years, are unsecured and advances under each are recourse
obligations of FrontLine. Interest accrues on advances made under the credit
facilities at a rate equal to the greater of (a) the prime rate plus two percent
and (b) 12% per annum, with the rate on amounts that are outstanding for more
than one year increasing annually at a rate of four percent of the prior year's
rate. In March 2001, the credit facilities were amended to provide that (i)
interest is payable only at maturity and (ii) the Company may transfer all or
any portion of its rights or obligations under the credit facilities to its
affiliates. The Company requested these changes as a result of changes in REIT
tax laws


     In addition to its interest in HQ, FrontLine also owns an interest in RSVP
which invests primarily in real estate and real estate related operating
companies generally outside of the Operating Partnership's core office and
industrial focus.


     In July 1998, the Company formed a joint venture, Metropolitan Partners LLC
("Metropolitan"), with Crescent Real Estate Equities Company, a Texas REIT
("Crescent") for the purpose of acquiring Tower Realty Trust, Inc. ("Tower"). On
May 24, 1999 the Company completed the merger with Tower and acquired three
Class A office properties located in New York City totaling 1.6 million square
feet and one office property located on Long Island totaling approximately
101,000 square feet. In addition, pursuant to the merger, the Company also
acquired certain office properties, a property under development and land
located outside of the Tri-State Area. All of the assets acquired in the merger
located outside of the Tri-State Area, other than a 357,000 square foot office
property located in Orlando, Florida, have been sold.


     Metropolitan is 100% owned by the Company; Crescent owned a $85 million
preferred equity investment in Metropolitan which accrued distributions at a
rate of 7.5% per annum for a two-year period (May 24, 1999 -- May 30, 2001). On
May 31, 2001, at Crescent's election, Crescent converted its preferred equity
investment into 3,453,881 shares of the Company's Class A common stock based on
a conversion price of $24.61 per share.


     On September 28, 2000, the Operating Partnership formed a joint venture
(the "Tri-State JV") with Teachers Insurance and Annuity Association and
contributed eight Class A suburban office properties aggregating approximately
1.5 million square feet to the Tri-State JV in exchange for approximately $136
million and a 51% majority ownership interest in the Tri-State JV.


     The market capitalization of the Operating Partnership at June 30, 2001 was
approximately $3.4 billion. The Operating Partnership's market capitalization is
calculated based on the sum of (i) the value of the Operating Partnership's
Class A common units and Class B common units (which, for this purpose, is
assumed to be the same per unit as the market value of a share of the Company's


                                       13
<PAGE>

Class A common stock and Class B common stock), (ii) the liquidation preference
values of the Operating Partnership's preferred units, (iii) the value of the
Operating Partnership's common units of limited partnership interest ("Units")
(which, for this purpose, is assumed to be the same per Unit as the market value
of the Company's Class A common stock) and (v) the approximately $1.5 billion
(including its share of joint venture debt and net of minority partners'
interests share of joint venture debt) of debt outstanding at June 30, 2001. As
a result, the Operating Partnership's total debt to total market capitalization
ratio at June 30, 2001 equaled approximately 44.3%.


RESULTS OF OPERATIONS

     The Operating Partnership's total revenues increased by $6.9 million or
5.5% for the three months ended June 30, 2001 as compared to the 2000 period.
Property operating revenues, which include base rents and tenant escalations and
reimbursements ("Property Operating Revenues") increased by $16.3 million or
14.9% for the three months ended June 30, 2001 as compared to the 2000 period.
The increase in Property Operating Revenues is primarily attributable to $7.7
million from increases in occupancies and rental rates in our "same store"
properties. In addition, $3.6 million of the increase was generated by developed
and redeveloped properties. The Operating Partnership's base rent reflects the
positive impact of the straight-line rent adjustment of $10.9 million for the
three months ended June 30, 2001 as compared to $8.3 million for the 2000
period. Included in the $10.9 million straight-line rent adjustment is $6.9
million attributable to 919 Third Avenue as compared to $4.3 million for the
2000 period. This amount is primarily attributable to the free rent period
contained in the lease of the largest tenant in the building. The free rent
period is effective through February 28, 2002. Other revenues (excluding
Property Operating Revenues), decreased by $9.3 million or 57% for the three
months ended June 30, 2001 as compared to the 2000 period. This decrease is
primarily attributable to $6.7 million in gain on sales of real estate in the
2000 period with no asset sales in the 2001 period. In addition, this decrease
was also attributable to the $3.5 million reserve against interest income
accrued for the second quarter of 2001, relating to the FrontLine Facility and
loans under the RSVP Commitment.

     Property operating expenses, real estate taxes and ground rents ("Property
Expenses") increased by $4.4 million or 12% for the three months ended June 30,
2001 as compared to the 2000 period. This increase is primarily due to an
increase of $2.6 million in our "same-store" properties.

     Gross Operating Margins (defined as Property Operating Revenues less
Property Expenses, taken as a percentage of Property Operating Revenues) for the
three months ended June 30, 2001 and 2000 were 67.4% and 66.5%, respectively.
The increase in Gross Operating Margins is primarily attributable to the
increase in rental rates and occupancy levels.

     Marketing, general and administrative expenses increased by approximately
$724,000 for the three months ended June 30, 2001 as compared to the 2000
period. The increase was primarily attributable to legal and professional fees
incurred in connection with certain cancelled acquisition transactions.
Marketing, general and administrative expenses, as a percentage of total
revenues, were 5.6% for the three months ended June 30, 2001 as compared to 5.3%
for the 2000 period.

     Interest expense decreased by approximately $619,000 for the three months
ended June 30, 2001 as compared to the 2000 period. The decrease was primarily
attributable to a decrease in interest expense on the Operating Partnership's
variable rate debt due to lower interest rates.

     The Operating Partnership's total revenues increased by $20.2 million or
8.3% for the six moths ended June 30, 2001 as compared to the 2000 period.
Property Operating Revenues increased by $32.5 million or 15% for the six months
ended June 30, 2001 as compared to the 2000 period. The increase in Property
Operating Revenues is primarily attributable to $13.9 million from increases in
occupancies and rental rates in our "same store" properties. In addition, $6.4
million of the increase was generated by developed and redeveloped properties.
The Operating Partnership's base rent reflects the positive impact of the
straight-line rent adjustment of $22.1 million for the six months ended June 30,
2001 as compared to $12.8 million for the 2000 period. Included in the $22.1
million straight-line rent adjustment is $14.4 million attributable to 919 Third
Avenue, as compared to $5.4


                                       14
<PAGE>

million for the 2000 period. This amount is primarily attributable to the free
rent contained in the lease of the largest tenant in the building. The free rent
period is effective through February 28, 2002. Other revenues (excluding
Property Operating Revenues), decreased by $12.3 million or 45.9% for the six
months ended June 30, 2001 as compared to the 2000 period. This decrease is
primarily attributable to $6.7 million in gain on sales of real estate in the
2000 period with no asset sales in the 2001 period. In addition, this decrease
was also attributable to the $3.5 million reserve against interest income
accrued for the second quarter of 2001, relating to the FrontLine Facility and
loans under the RSVP Commitment.

     Property Expenses increased by $7.1 million or 9.5% for the six months
ended June 30, 2001 as compared to the 2000 period. This increase is primarily
due to an increase of $4.6 million in our "same-store" properties.

     Marketing general and administrative expenses increased by $1.4 million for
the six months ended June 30, 2001 as compared to the 2000 period. The increase
was primarily attributable to legal and professional fees incurred in connection
with certain cancelled acquisition transactions, increases in certain tenant and
community relation costs and increases in compensation and related employee
benefits. Marketing general and administrative expenses, as a percentage of
total revenues, were 5.3% for the six months ended June 30, 2001 as compared to
5.1% for the 2000 period.

     Interest expense decreased by approximately $828,000 for the six months
ended June 30, 2001 as compared to the 2000 period. The decrease was primarily
attributable to a decrease in interest expense on the Operating Partnership's
variable rate debt due to lower interest rates.


LIQUIDITY AND CAPITAL RESOURCES

     As of June 30, 2001, the Operating Partnership had a three year $575
million unsecured revolving credit facility (the "Credit Facility") from The
Chase Manhattan Bank, as administrative agent, UBS Warburg LLC as syndication
agent and Deutsche Bank as documentation agent. The Credit Facility matures in
September 2003 and borrowings under the Credit Facility are currently priced off
of LIBOR plus 105 basis points.

     The Operating Partnership utilizes the Credit Facility primarily to finance
real estate investments, fund its real estate development activities and for
working capital purposes. At June 30, 2001, the Operating Partnership had
availability under the Credit Facility to borrow an additional $240.4 million
(of which, approximately $34.1 million has been allocated for outstanding
undrawn letters of credit).

     On June 1, 2001, the Operating Partnership refinanced a $70 million short
term variable rate mortgage note with a five year $75 million fixed rate
mortgage note, which bears interest at 6.52% per annum. In addition, on July 18,
2001, the Operating Partnership refinanced a $200 million short term variable
rate mortgage note with a ten year $250 million fixed rate mortgage note, which
bears interest at 6.867% per annum. The net proceeds of approximately $50.4
million received by the Operating Partnership as a result of these refinancings
was used to repay maturing fixed rate debt, the Credit Facility and for working
capital purposes.

     On April 2, 2001, approximately 7,785 preferred units of limited
partnership interest, with a liquidation preference value of approximately $7.8
million, were exchanged for 305,706 Units at an average price of $25.47 per
Unit.

     On May 31, 2001, in connection with Crescent's conversion of its $85
million preferred equity investment in Metropolitan, the Operating Partnership
issued 3,453,881 Class A common units. In addition, during the three months
ended June 30, 2001, 352,878 Units were exchanged for an equal number of Class A
common units.

     On May 24, 1999, the Operating Partnership issued 11,694,567 Class B common
units of general partnership interest to the Company which were valued for GAAP
purposes at $26 per unit for total consideration of approximately $304.1
million. The Class B common units were entitled to receive an initial annual
distribution of $2.24 per unit, which distribution is subject to adjustment
annually. On July 31, 2001, the annual distribution on the Class B common units
was increased to $2.5968 per unit.


                                       15
<PAGE>

     The Class B common units are exchangeable at any time, at the option of the
holder, into an equal number of Class A common units subject to customary
antidilution adjustments. The Operating Partnership, at its option, may redeem
any or all of the Class B common units in exchange for an equal number of Class
A common units at any time following November 23, 2003.

     As of June 30, 2001, in conjunction with the Company's common stock buy
back program, the Operating Partnership had purchased and retired 1,410,804
Class B common units at an average price of $21.48 per Class B common unit and
4,204 Class A common units at an average purchase price of $22.03 per Class A
common unit for an aggregate purchase price of approximately $30.4 million.

     The Operating Partnership's indebtedness at June 30, 2001 totaled
approximately 1.5 billion (including its share of joint venture debt and net of
the minority partners' interests share of joint venture debt) and was comprised
of $334.6 million outstanding under the Credit Facility, approximately $449.4
million of senior unsecured notes and approximately $717 million of mortgage
indebtedness. Based on the Operating Partnership's total market capitalization
of approximately $3.4 billion at June 30, 2001 (calculated based on the sum of
(i) the value of the Operating Partnership's Class A common units and Class B
common units (which, for this purpose, is assumed to be the same per unit as the
market value of a share of the Company's Class A common stock and Class B common
stock), (ii) the liquidation preference value of the Operating Partnership's
preferred units, (iii) the value of the Operating Partnership's Units (which,
for this purpose, is assumed to be the same per Unit as the market value of a
share of the Company's Class A common stock) and (v) the $1.5 billion of debt),
the Operating Partnership's debt represented approximately 44.3% of its total
market capitalization.

     Historically, rental revenue has been the principal source of funds to pay
operating expenses, debt service and capital expenditures, excluding
non-recurring capital expenditures of the Operating Partnership. The Operating
Partnership expects to meet its short-term liquidity requirements generally
through its net cash provided by operating activities along with the Credit
Facility previously discussed. The Operating Partnership expects to meet certain
of its financing requirements through long-term secured and unsecured borrowings
and the issuance of debt and equity securities of the Operating Partnership. In
addition, the Operating Partnership also believes that it will, from time to
time, generate funds from the sale of certain of its real estate properties or
interests therein. The Operating Partnership will refinance existing mortgage
indebtedness or indebtedness under the Credit Facility at maturity or retire
such debt through the issuance of additional debt securities or additional
equity securities. The Operating Partnership anticipates that the current
balance of cash and cash equivalents and cash flows from operating activities,
together with cash available from borrowings and debt and equity offerings, will
be adequate to meet the capital and liquidity requirements of the Operating
Partnership in both the short and long-term.


INFLATION

     The office leases generally provide for fixed base rent increases or
indexed escalations. In addition, the office leases provide for separate
escalations of real estate taxes, operating expenses and electric costs over a
base amount. The industrial leases also generally provide for fixed base rent
increases, direct pass through of certain operating expenses and separate real
estate tax escalations over a base amount. The Operating Partnership believes
that inflationary increases in expenses will generally be offset by contractual
rent increases and expense escalations described above.

     The Credit Facility and a certain mortgage note payable bear interest at a
variable rate, which will be influenced by changes in short-term interest rates,
and are sensitive to inflation.

                                       16
<PAGE>


FUNDS FROM OPERATIONS

     Management believes that funds from operations ("FFO") is an appropriate
measure of performance of an operating partnership whose general partner is an
equity REIT. FFO is defined by the National Association of Real Estate
Investment Trusts ("NAREIT") as net income or loss, excluding gains or losses
from debt restructurings and sales of properties, plus depreciation and
amortization, and after adjustments for unconsolidated partnerships and joint
ventures. FFO does not represent cash generated from operating activities in
accordance with accounting principles generally accepted in the United States
("GAAP") and is not indicative of cash available to fund cash needs. FFO should
not be considered as an alternative to net income as an indicator of the
Operating Partnership's operating performance or as an alternative to cash flow
as a measure of liquidity. In November 1999, NAREIT issued a "White Paper"
analysis to address certain interpretive issues under its definition of FFO. The
White Paper provides that FFO should include both recurring and non-recurring
operating results, except those results defined as "extraordinary items" under
GAAP. This revised definition is effective for all periods beginning on or after
January 1, 2000.

     Since all companies and analysts do not calculate FFO in a similar fashion,
the Operating Partnership's calculation of FFO presented herein may not be
comparable to similarly titled measures as reported by other companies.

     The following table presents the Operating Partnership's FFO calculation
(in thousands):





<TABLE>
<CAPTION>
                                                                  THREE MONTHS ENDED           SIX MONTHS ENDED
                                                                       JUNE 30,                    JUNE 30,
                                                               -------------------------   -------------------------
                                                                   2001          2000          2001          2000
                                                               -----------   -----------   -----------   -----------
<S>                                                            <C>           <C>           <C>           <C>
Net income available to common unit holders ................    $ 23,434      $ 25,927      $ 47,839      $ 44,739
Adjustment for Funds From Operations:
Add:
 Real estate depreciation and amortization .................      26,727        21,937        49,715        42,552
 Minority partners' interests in consolidated partnerships .       4,065         1,925         9,820         3,899
Less:
 Gain on sales of real estate ..............................          --         6,662            --         6,662
 Amount distributed to minority partners in consolidated
   partnerships ............................................       5,104         2,136        10,805         4,517
                                                                --------      --------      --------      --------
Funds From Operations ......................................    $ 49,122      $ 40,991      $ 96,569      $ 80,011
                                                                ========      ========      ========      ========
Weighted average units outstanding .........................      65,268        59,322        64,369        58,843
                                                                ========      ========      ========      ========
</TABLE>

                                       17
<PAGE>

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

     The primary market risk facing the Operating Partnership is interest rate
risk on its long-term debt, mortgage notes and notes receivable. The Operating
Partnership will, when advantageous, hedge its interest rate risk using
financial instruments. The Operating Partnership is not subject to foreign
currency risk.

     The Operating Partnership manages its exposure to interest rate risk on its
variable rate indebtedness by borrowing on a short-term basis under its Credit
Facility until such time as it is able to retire the short-term variable rate
debt with either a long-term fixed rate debt offering, long term mortgage debt,
general partner contributions or through sales or partial sales of assets.

     The Operating Partnership will recognize all derivatives on the balance
sheet at fair value. Derivatives that are not hedges must be adjusted to fair
value through income. If a derivative is a hedge, depending on the nature of the
hedge, changes in the fair value of the derivative will either be offset against
the change in fair value of the hedged asset, liability, or firm commitment
through earnings, or recognized in other comprehensive income until the hedged
item is recognized in earnings. The ineffective portion of a derivative's change
in fair value will be immediately recognized in earnings.

     The fair market value ("FMV") of the Operating Partnership's long term
debt, mortgage notes and notes receivable is estimated based on discounting
future cash flows at interest rates that management believes reflects the risks
associated with long term debt, mortgage notes and notes receivable of similar
risk and duration.

     The following table sets forth the Operating Partnership's long term debt
obligations by scheduled principal cash flow payments and maturity date,
weighted average interest rates and estimated FMV at June 30, 2001 (dollars in
thousands):





<TABLE>
<CAPTION>
                                                         FOR THE YEAR ENDED DECEMBER 31,
                                      ----------------------------------------------------------------------
                                           2001          2002          2003          2004           2005
                                      ------------- ------------- ------------- -------------- -------------
<S>                                   <C>           <C>           <C>           <C>            <C>
Long term debt:
 Fixed rate .........................   $  19,424     $  17,381     $   9,696     $  113,107     $  11,361
 Weighted average interest rate .....        7.55%         7.77%         7.68%          7.49%         7.70%
 Variable rate ......................   $      --     $      --     $ 534,600     $       --     $      --
 Weighted average interest rate .....          --            --          5.38%            --            --




<CAPTION>
                                        THEREAFTER      TOTAL(1)         FMV
                                      -------------- -------------- ------------
<S>                                   <C>            <C>            <C>
Long term debt:
 Fixed rate .........................   $  809,201     $  980,170    $ 982,950
 Weighted average interest rate .....         7.47%          7.48%
 Variable rate ......................   $       --     $  534,600    $ 534,600
 Weighted average interest rate .....           --           5.38%

</TABLE>

----------
(1) Includes unamortized issuance discounts of $576,000 on the 5 and 10-year
    senior unsecured notes issued on March 26, 1999, which are due at maturity.


     In addition, the Operating Partnership has assessed the market risk for its
variable rate debt, which is based upon LIBOR, and believes that a one percent
increase in the LIBOR rate would have an approximate $5.3 million annual
increase in interest expense based on approximately $534.6 million of variable
rate debt outstanding at June 30, 2001.

     The following table sets forth the Operating Partnership's mortgage notes
and note receivables by scheduled maturity date, weighted average interest rates
and estimated FMV at June 30, 2001 (dollars in thousands):





<TABLE>
<CAPTION>
                                                FOR THE YEAR ENDED DECEMBER 31,
                                      ---------------------------------------------------
                                         2001        2002      2003       2004      2005   THEREAFTER     TOTAL(2)       FMV
                                      ---------- ------------ ------ ------------- ------ ------------ ------------- -----------
<S>                                   <C>        <C>          <C>    <C>           <C>    <C>          <C>           <C>
Mortgage notes and notes
 receivable:
 Fixed rate .........................  $     8     $  1,165    $ --    $  36,500    $ --   $  16,990     $  54,663    $ 56,009
 Weighted average interest rate .....     9.00%        9.00%     --        10.23%     --       11.65%        10.64%

</TABLE>

----------
(2) Excludes interest receivables aggregating approximately $560,000.

                                       18
<PAGE>

NON-INCREMENTAL REVENUE GENERATING CAPITAL EXPENDITURES, TENANT IMPROVEMENT
COSTS AND LEASING COMMISSIONS The following table summarizes the expenditures
incurred for capital expenditures for the entire portfolio and tenant
improvements and leasing commissions for space leased at the Operating
Partnership's office and industrial properties for the six month period ended
June 30, 2001 and the historical of such capital expenditures, tenant
improvements and leasing commissions for the years 1997 through 2000.


            NON-INCREMENTAL REVENUE GENERATING CAPITAL EXPENDITURES




<TABLE>
<CAPTION>
                                                                                                              SIX MONTHS
                                                                                              1997-2000         ENDED
                                 1997            1998            1999            2000          AVERAGE        30-JUN-01
                           --------------- --------------- --------------- --------------- --------------- ---------------
<S>                        <C>             <C>             <C>             <C>             <C>             <C>
SUBURBAN OFFICE PROPERTIES
 Total ...................   $ 1,108,675     $ 2,004,976     $ 2,298,899     $ 3,289,116     $ 2,175,417     $ 1,443,882
 Per Square Foot .........          0.22            0.23            0.23            0.33            0.25            0.14

CBD OFFICE PROPERTIES
 Total ...................           N/A             N/A             N/A     $   946,718     $   946,718     $   641,809
 Per Square Foot .........           N/A             N/A             N/A            0.38            0.38            0.18

INDUSTRIAL PROPERTIES
 Total ...................   $   733,233     $ 1,205,266     $ 1,048,688     $   813,431     $   950,155     $   309,398
 Per Square Foot .........          0.15            0.12            0.11            0.11            0.12     $      0.05

</TABLE>

NON-INCREMENTAL REVENUE GENERATING TENANT IMPROVEMENTS AND LEASING COMMISSIONS




<TABLE>
<CAPTION>
                                                                                                                     SIX MONTHS
                                                                                                      1997-2000        ENDED
                                         1997            1998            1999            2000          AVERAGE       30-JUN-01
                                    -------------- --------------- --------------- --------------- --------------- -------------
<S>                                 <C>            <C>             <C>             <C>             <C>             <C>
LONG ISLAND OFFICE PROPERTIES
 Tenant Improvements ..............   $  784,044     $ 1,140,251     $ 1,009,357     $ 2,853,706     $ 1,466,840    $  702,596
 Per Square Foot Improved .........         7.00            3.98            4.73            6.99            5.68          9.50
 Leasing Commissions ..............   $  415,822     $   418,191     $   551,762     $ 2,208,604     $   898,595    $  333,643
 Per Square Foot Leased ...........         4.83            1.46            2.59            4.96            3.46          4.51
                                      ----------     -----------     -----------     -----------     -----------    ----------
 Total Per Square Foot ............   $    11.83     $      5.44     $      7.32     $     11.95     $      9.14    $    14.01
                                      ==========     ===========     ===========     ===========     ===========    ==========
WESTCHESTER OFFICE PROPERTIES
 Tenant Improvements ..............   $1,211,665     $   711,160     $ 1,316,611     $ 1,860,027     $ 1,274,866    $1,358,938
 Per Square Foot Improved .........         8.90            4.45            5.62            5.72            6.17          6.06
 Leasing Commissions ..............   $  366,257     $   286,150     $   457,730     $   412,226     $   380,591    $   39,295
 Per Square Foot Leased ...........         2.69            1.79            1.96            3.00            2.36          0.17
                                      ----------     -----------     -----------     -----------     -----------    ----------
 Total Per Square Foot ............   $    11.59     $      6.24     $      7.58     $      8.72     $      8.53    $     6.23
                                      ==========     ===========     ===========     ===========     ===========    ==========
CONNECTICUT OFFICE PROPERTIES
 Tenant Improvements ..............   $1,022,421     $   202,880     $   179,043     $   385,531     $   447,469    $  175,648
 Per Square Foot Improved .........        13.39            5.92            4.88            4.19            7.10          2.14
 Leasing Commissions ..............   $  256,615     $   151,063     $   110,252     $   453,435     $   242,841    $  182,516
 Per Square Foot Leased ...........         3.36            4.41            3.00            4.92            3.92          2.22
                                      ----------     -----------     -----------     -----------     -----------    ----------
 Total Per Square Foot ............   $    16.75     $     10.33     $      7.88     $      9.11     $     11.02    $     4.36
                                      ==========     ===========     ===========     ===========     ===========    ==========
NEW JERSEY OFFICE PROPERTIES
 Tenant Improvements ..............          N/A     $   654,877     $   454,054     $ 1,580,323     $   896,418    $  737,260
 Per Square Foot Improved .........          N/A            3.78            2.29            6.71            4.26          5.30
 Leasing Commissions ..............          N/A     $   396,127     $   787,065     $ 1,031,950     $   738,381    $  904,348
 Per Square Foot Leased ...........          N/A            2.08            3.96            4.44            3.49          6.51
                                      ----------     -----------     -----------     -----------     -----------    ----------
 Total Per Square Foot ............          N/A     $      5.86     $      6.25     $     11.15     $      7.75    $    11.81
                                      ==========     ===========     ===========     ===========     ===========    ==========
NEW YORK CITY OFFICE
 PROPERTIES
 Tenant Improvements ..............          N/A             N/A             N/A     $    65,267     $    65,267    $  738,800
 Per Square Foot Improved .........          N/A             N/A             N/A            1.79            1.79         17.20
 Leasing Commissions ..............          N/A             N/A             N/A     $   418,185     $   418,185    $1,025,394
 Per Square Foot Leased ...........          N/A             N/A             N/A           11.50           11.50         23.87
                                      ----------     -----------     -----------     -----------     -----------    ----------
 Total Per Square Foot ............          N/A             N/A             N/A     $     13.29     $     13.29    $    41.07
                                      ==========     ===========     ===========     ===========     ===========    ==========
INDUSTRIAL PROPERTIES
 Tenant Improvements ..............   $  230,466     $   283,842     $   375,646     $   650,216     $   385,043    $   34,650
 Per Square Foot Improved .........         0.55            0.76            0.25            0.95            0.63          0.17
 Leasing Commissions ..............   $   81,013     $   200,154     $   835,108     $   436,506     $   388,195    $   50,055
 Per Square Foot Leased ...........         0.19            0.44            0.56            0.64            0.46          0.25
                                      ----------     -----------     -----------     -----------     -----------    ----------
 Total Per Square Foot ............   $     0.75     $      1.20     $      0.81     $      1.59     $      1.09    $     0.42
                                      ==========     ===========     ===========     ===========     ===========    ==========
</TABLE>

                                       19
<PAGE>

                                LEASE EXPIRATIONS
     The following table sets forth scheduled lease expirations for executed
leases as of June 30, 2001:


LONG ISLAND OFFICE PROPERTIES (EXCLUDING OMNI):





<TABLE>
<CAPTION>
           YEAR OF                             TOTAL RENTABLE        % OF TOTAL            PER             PER
            LEASE                  NUMBER        SQUARE FEET      RENTABLE SQUARE      SQUARE FOOT     SQUARE FOOT
          EXPIRATION             OF LEASES        EXPIRING         FEET EXPIRING      S/L RENT (1)      RENT (2)
-----------------------------   -----------   ----------------   -----------------   --------------   ------------
<S>                             <C>           <C>                <C>                 <C>              <C>
2001 ........................        28             131,751              3.8%           $ 22.25         $ 24.34
2002 ........................        34             165,933              4.8%           $ 21.91         $ 24.68
2003 ........................        52             375,400             10.9%           $ 22.95         $ 25.36
2004 ........................        49             286,257              8.3%           $ 23.24         $ 26.15
2005 ........................        70             604,700             17.5%           $ 23.30         $ 26.18
2006 ........................        19             106,482              3.1%           $ 26.62         $ 30.38
2007 AND THEREAFTER .........        88           1,787,057             51.6%                --              --
                                     --           ---------            -----
TOTAL .......................       340           3,457,580            100.0%
                                    ===           =========            =====
</TABLE>

OMNI:




<TABLE>
<CAPTION>
           YEAR OF                             TOTAL RENTABLE        % OF TOTAL            PER             PER
            LEASE                  NUMBER        SQUARE FEET      RENTABLE SQUARE      SQUARE FOOT     SQUARE FOOT
          EXPIRATION             OF LEASES        EXPIRING         FEET EXPIRING      S/L RENT (1)      RENT (2)
-----------------------------   -----------   ----------------   -----------------   --------------   ------------
<S>                             <C>           <C>                <C>                 <C>              <C>
2001 ........................         2              8,663               1.5%           $ 30.48         $ 33.48
2002 ........................         4             53,127               9.2%           $ 34.55         $ 37.91
2003 ........................         4             58,018              10.0%           $ 30.22         $ 34.97
2004 ........................         4            112,414              19.5%           $ 26.14         $ 34.15
2005 ........................         7             59,166              10.2%           $ 27.99         $ 35.26
2006 ........................         1              9,749               1.7%           $ 35.21         $ 38.02
2007 AND THEREAFTER .........        10            276,259              47.9%                --              --
                                     --            -------             -----
TOTAL .......................        32            577,396             100.0%
                                     ==            =======             =====
</TABLE>

INDUSTRIAL PROPERTIES:




<TABLE>
<CAPTION>
           YEAR OF                             TOTAL RENTABLE        % OF TOTAL            PER             PER
            LEASE                  NUMBER        SQUARE FEET      RENTABLE SQUARE      SQUARE FOOT     SQUARE FOOT
          EXPIRATION             OF LEASES        EXPIRING         FEET EXPIRING      S/L RENT (1)      RENT (2)
-----------------------------   -----------   ----------------   -----------------   --------------   ------------
<S>                             <C>           <C>                <C>                 <C>              <C>
2001 ........................        15             307,259              6.3%            $ 5.89          $ 7.36
2002 ........................        28             246,504              5.0%            $ 6.47          $ 7.32
2003 ........................        28             733,434             14.9%            $ 5.35          $ 6.26
2004 ........................        33             623,753             12.7%            $ 6.25          $ 7.32
2005 ........................        22             427,994              8.7%            $ 5.93          $ 7.97
2006 ........................        33             888,693             18.1%            $ 6.36          $ 7.81
2007 AND THEREAFTER .........        38           1,680,440             34.3%                --              --
                                     --          ----------            -----
TOTAL .......................       197           4,908,077            100.0%
                                    ===          ==========            =====
</TABLE>



                                       20
<PAGE>

                        LEASE EXPIRATIONS - (CONTINUED)

RESEARCH AND DEVELOPMENT PROPERTIES:




<TABLE>
<CAPTION>
           YEAR OF                             TOTAL RENTABLE        % OF TOTAL            PER             PER
            LEASE                  NUMBER        SQUARE FEET      RENTABLE SQUARE      SQUARE FOOT     SQUARE FOOT
          EXPIRATION             OF LEASES        EXPIRING         FEET EXPIRING      S/L RENT (1)      RENT (2)
-----------------------------   -----------   ----------------   -----------------   --------------   ------------
<S>                             <C>           <C>                <C>                 <C>              <C>
2001 ........................         6             286,946             22.0%           $  5.53         $  6.94
2002 ........................         3             118,620              9.1%           $ 10.19         $ 11.82
2003 ........................         4              37,938              2.9%           $  9.20         $ 10.15
2004 ........................         9              99,218              7.6%           $ 13.86         $ 15.02
2005 ........................         4             357,440             27.4%           $  8.24         $ 10.76
2006 ........................         6              90,217              6.9%           $ 17.36         $ 20.07
2007 AND THEREAFTER .........        14             314,417             24.1%                --              --
                                     --             -------            -----
TOTAL .......................        46           1,304,796            100.0%
                                     ==           =========            =====
</TABLE>

WESTCHESTER OFFICE PROPERTIES:




<TABLE>
<CAPTION>
           YEAR OF                             TOTAL RENTABLE        % OF TOTAL            PER             PER
            LEASE                  NUMBER        SQUARE FEET      RENTABLE SQUARE      SQUARE FOOT     SQUARE FOOT
          EXPIRATION             OF LEASES        EXPIRING         FEET EXPIRING      S/L RENT (1)      RENT (2)
-----------------------------   -----------   ----------------   -----------------   --------------   ------------
<S>                             <C>           <C>                <C>                 <C>              <C>
2001 ........................        16              56,421              1.8%           $ 21.55         $ 24.01
2002 ........................        48             419,902             13.7%           $ 21.18         $ 21.51
2003 ........................        44             246,101              8.0%           $ 21.76         $ 22.80
2004 ........................        31             172,746              5.6%           $ 21.12         $ 22.06
2005 ........................        50             389,628             12.7%           $ 24.98         $ 25.29
2006 ........................        31             692,851             22.6%           $ 22.76         $ 24.70
2007 AND THEREAFTER .........        41           1,086,508             35.6%                --              --
                                     --           ---------            -----
TOTAL .......................       261           3,064,157            100.0%
                                    ===           =========            =====
</TABLE>

STAMFORD OFFICE PROPERTIES:




<TABLE>
<CAPTION>
           YEAR OF                             TOTAL RENTABLE        % OF TOTAL            PER             PER
            LEASE                  NUMBER        SQUARE FEET      RENTABLE SQUARE      SQUARE FOOT     SQUARE FOOT
          EXPIRATION             OF LEASES        EXPIRING         FEET EXPIRING      S/L RENT (1)      RENT (2)
-----------------------------   -----------   ----------------   -----------------   --------------   ------------
<S>                             <C>           <C>                <C>                 <C>              <C>
2001 ........................        19              44,758              4.2%           $ 19.99         $ 22.03
2002 ........................        18              84,104              8.0%           $ 27.53         $ 28.30
2003 ........................        17             120,969             11.4%           $ 31.07         $ 31.75
2004 ........................        21             228,220             21.6%           $ 22.01         $ 22.81
2005 ........................        26             122,242             11.6%           $ 26.66         $ 28.62
2006 ........................        19             273,947             25.9%           $ 25.53         $ 25.15
2007 AND THEREAFTER .........        16             182,285             17.3%                --              --
                                     --             -------            -----
TOTAL .......................       136           1,056,525            100.0%
                                    ===           =========            =====
</TABLE>


                                       21
<PAGE>

                        LEASE EXPIRATIONS - (CONTINUED)

NEW JERSEY OFFICE PROPERTIES:




<TABLE>
<CAPTION>
           YEAR OF                             TOTAL RENTABLE        % OF TOTAL            PER             PER
            LEASE                  NUMBER        SQUARE FEET      RENTABLE SQUARE      SQUARE FOOT     SQUARE FOOT
          EXPIRATION             OF LEASES        EXPIRING         FEET EXPIRING      S/L RENT (1)      RENT (2)
-----------------------------   -----------   ----------------   -----------------   --------------   ------------
<S>                             <C>           <C>                <C>                 <C>              <C>
2001 ........................        10             158,351              8.2%           $ 17.36         $ 17.63
2002 ........................        19             144,155              7.4%           $ 20.20         $ 20.99
2003 ........................        17             307,840             15.8%           $ 18.86         $ 18.94
2004 ........................        29             227,106             11.7%           $ 22.59         $ 23.44
2005 ........................        24             279,093             14.4%           $ 23.09         $ 23.79
2006 ........................        14             150,607              7.8%           $ 24.52         $ 25.75
2007 AND THEREAFTER .........        18             675,409             34.7%                --              --
                                     --             -------            -----
TOTAL .......................       131           1,942,561            100.0%
                                    ===           =========            =====
</TABLE>

NEW YORK CITY OFFICE




<TABLE>
<CAPTION>
           YEAR OF                             TOTAL RENTABLE        % OF TOTAL            PER             PER
            LEASE                  NUMBER        SQUARE FEET      RENTABLE SQUARE      SQUARE FOOT     SQUARE FOOT
          EXPIRATION             OF LEASES        EXPIRING         FEET EXPIRING      S/L RENT (1)      RENT (2)
-----------------------------   -----------   ----------------   -----------------   --------------   ------------
<S>                             <C>           <C>                <C>                 <C>              <C>
2001 ........................         9              60,261              1.8%           $ 32.00         $ 32.91
2002 ........................        20             189,578              5.6%           $ 32.57         $ 33.52
2003 ........................         7             115,726              3.4%           $ 31.89         $ 32.68
2004 ........................        19             218,239              6.4%           $ 36.46         $ 39.35
2005 ........................        38             446,810             13.2%           $ 36.04         $ 37.80
2006 ........................        48             343,182             10.1%           $ 30.00         $ 31.17
2007 AND THEREAFTER .........        71           2,014,494             59.5%                --              --
                                     --           ---------            -----
TOTAL .......................       212           3,388,290            100.0%
                                    ===           =========            =====
</TABLE>

----------------
(1) Per square foot rental rate represents annualized straight line rent as of
 the lease expiration date.
(2) Per square foot rental rate represents annualized base rent as of the lease
    expiration date plus non-recoverable operating expense pass-throughs.


                                       22
<PAGE>

                          PART II -- OTHER INFORMATION

Item 1. Legal Proceedings -- None
Item 2. Changes in Securities and use of proceeds

     On April 2, 2001, the Registrant issued 305,706 common units of limited
partnership interest to two limited partners in exchange for approximately 7,785
preferred units of limited partnership interest, with a liquidation preference
value of approximately $7.8 million. This transaction was exempt from
registration pursuant to Section 4(2) of the Securities Act of 1933.

     During the three months ended June 30, 2001, the Registrant issued 352,878
common units of general partnership interest for an equal number of common units
of limited partnership interest. These transactions were exempt from
registration pursuant to Section 4(2) of the Securities Act of 1933.

     On May 31, 2001, in connection with Crescent's conversion of its $85
million preferred equity investment in Metropolitan, the Operating Partnership
issued 3,453,881 common units of general partnership interest. This transaction
was exempt from registration pursuant to Section 4(2) of the Securities Act of
1933.

Item 3. Defaults Upon Senior Securities -- None
Item 4. Submission of Matters to a Vote of Securities Holders -- None
Item 5. Other information -- None
Item 6. Exhibits and Reports on Form 8-K

      a) Exhibits:



<TABLE>
<S>       <C>
    10.1  Loan Agreement dated as of June 1, 2001 between 1350 LLC, as Borrower,
          and Secore Financial Corporation, as Lender.
    10.2  Loan Agreement dated as of July 18, 2001 between Metropolitan 919 3rd
          Avenue, LLC, as Borrower, and Secore Financial Corporation, as Lender.
</TABLE>

      b) During the three months ended March 31, 2001, the Registrant filed the
      following reports on Form 8-K:

     On May 3, 2001, the Registrant submitted a report on Form 8-K under Item 9
thereof in order to submit its first quarter presentation in satisfaction of the
requirements of Regulation FD.

     On May 4, 2001, the Registrant submitted a report on Form 8-K under Item 9
thereof in order to submit supplemental operating and financial data for the
quarter ended March 31, 2001 in satisfaction of the requirements of Regulation
FD.

                                   SIGNATURES

     Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


RECKSON OPERATING PARTNERSHIP, L.P.
BY: RECKSON ASSOCIATES REALTY CORP., ITS GENERAL PARTNER



<TABLE>
<S>                                      <C>

By:    \s\ Scott H. Rechler              By:     /s/ Michael Maturo
 ----------------------------------      -----------------------------------
Scott H. Rechler, Co-Chief Executive     Michael Maturo, Executive Vice President,
 Officer and President                   Treasurer and Chief Financial Officer
</TABLE>

DATE: August 13, 2001

                                       23