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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 MARCH 31, 2000


                        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 of     (IRS. Employer Identification Number)
                 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__.


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


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<PAGE>

                      RECKSON OPERATING PARTNERSHIP, L.P.
                               QUARTERLY REPORT
                   FOR THE THREE MONTHS ENDED MARCH 31, 2000


                               TABLE OF CONTENTS





<TABLE>
<CAPTION>
 INDEX                                                                                         PAGE
---------                                                                                     -----
<S>       <C>                                                                                 <C>
PART I.  FINANCIAL INFORMATION
Item 1.   Financial Statements
          Consolidated Balance Sheets as of March 31, 2000 (unaudited) and December 31, 1999.   3
          Consolidated Statements of Income for the three months ended
          March 31, 2000 and 1999 (unaudited) ...............................................   4
          Consolidated Statements of Cash Flows for the three months ended
          March 31, 2000 and 1999 (unaudited) ...............................................   5
          Notes to the Consolidated Financial Statements (unaudited) ........................   6
Item 2.   Management's Discussion and Analysis of Financial Condition and Results of
          Operations ........................................................................  12
Item 3.   Quantitative and Qualitative Disclosures about Market Risk ........................  22
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>

                                       2
<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>
                                                                                      MARCH 31, 2000   DECEMBER 31,
                                                                                        (UNAUDITED)        1999
                                                                                     ---------------- -------------
<S>                                                                                  <C>              <C>
ASSETS
Commercial real estate properties, at cost
 Land ..............................................................................    $  296,058     $  276,204
 Buildings and improvements ........................................................     1,938,600      1,802,611
Developments in progress:
 Land ..............................................................................        61,904         60,894
 Development costs .................................................................        75,588         68,690
Furniture, fixtures and equipment ..................................................         6,803          6,473
                                                                                        ----------     ----------
                                                                                         2,378,953      2,214,872
 Less accumulated depreciation .....................................................      (237,028)      (218,385)
                                                                                        ----------     ----------
                                                                                         2,141,925      1,996,487
Investments in real estate joint ventures ..........................................        32,219         31,531
Investment in mortgage notes and notes receivable ..................................       352,863        352,466
Cash and cash equivalents ..........................................................        31,042         21,122
Tenant receivables .................................................................         3,998          5,117
Investments in and advances to affiliates ..........................................       198,580        179,762
Deferred rent receivable ...........................................................        36,597         32,132
Prepaid expenses and other assets ..................................................        60,138         66,855
Contract and land deposits and pre-acquisition costs ...............................         4,752          9,585
Deferred lease and loan costs ......................................................        43,457         39,520
                                                                                        ----------     ----------
 TOTAL ASSETS ......................................................................    $2,905,571     $2,734,577
                                                                                        ==========     ==========
LIABILITIES
Mortgage notes payable .............................................................    $  527,508     $  459,174
Unsecured credit facility ..........................................................       407,600        297,600
Unsecured term loan ................................................................        75,000         75,000
Senior unsecured notes .............................................................       449,330        449,313
Accrued expenses and other liabilities .............................................        78,408         81,265
Distributions payable ..............................................................        27,169         27,166
                                                                                        ----------     ----------
 Total Liabilities .................................................................     1,565,015      1,389,518
                                                                                        ----------     ----------
Commitments and other comments .....................................................            --             --
Minority interests' in consolidated partnerships ...................................        93,001         93,086
                                                                                        ----------     ----------
PARTNERS' CAPITAL
Preferred Capital, 15,234,518 units outstanding ....................................       413,126        413,126
General Partner's Capital:
 Class A common units, 40,386,721 and 40,375,506 units outstanding, respectively ...       474,600        477,172
 Class B common units, 10,283,513 and 10,283,763 units outstanding, respectively ...       269,497        270,689
Limited Partners' Capital, 7,696,642 and 7,701,142 units outstanding, respectively .        90,332         90,986
                                                                                        ----------     ----------
 Total Partners' Capital ...........................................................     1,247,555      1,251,973
                                                                                        ----------     ----------
   TOTAL LIABILITIES AND PARTNERS' CAPITAL .........................................    $2,905,571     $2,734,577
                                                                                        ==========     ==========

</TABLE>

                (see accompanying notes to financial statements)

                                       3
<PAGE>

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


<TABLE>
<CAPTION>
                                                                                       THREE MONTHS ENDED
                                                                                            MARCH 31,
                                                                                  -----------------------------
                                                                                       2000           1999
                                                                                  -------------- --------------
<S>                                                                               <C>            <C>
REVENUES:
Base rents ......................................................................  $    94,400    $    62,093
Tenant escalations and reimbursements ...........................................       12,847          8,542
Equity in earnings of real estate joint ventures and service companies ..........        1,413            377
Interest income on mortgage notes and notes receivable ..........................        2,285          2,808
Other ...........................................................................        6,713          2,287
                                                                                   -----------    -----------
 Total Revenues .................................................................      117,658         76,107
                                                                                   -----------    -----------
EXPENSES:
Property operating expenses .....................................................       38,156         22,908
Marketing, general and administrative ...........................................        5,878          4,074
Interest ........................................................................       23,840         13,943
Depreciation and amortization ...................................................       21,012         15,091
                                                                                   -----------    -----------
 Total Expenses .................................................................       88,886         56,016
                                                                                   -----------    -----------

Income before distributions to preferred unit holders and minority interests            28,772         20,091
Minority partners' interest in consolidated partnerships income .................       (1,975)        (1,168)
                                                                                   -----------    -----------
Income before distributions to preferred unitholders ............................       26,797         18,923
Preferred unit distributions ....................................................       (7,985)        (5,041)
                                                                                   -----------    -----------
Net income available to common unit holders .....................................  $    18,812    $    13,882
                                                                                   ===========    ===========
Net Income available to:
 General Partner -- Class A common units ........................................  $    11,946    $    11,641
 General Partner -- Class B common units ........................................        4,589             --
 Limited Partners' ..............................................................        2,277          2,241
                                                                                   -----------    -----------
Total ...........................................................................  $    18,812    $    13,882
                                                                                   ===========    ===========
Net income per weighted average units:
 Net income per weighted average Class A general partnership unit ...............  $       .30    $       .29
                                                                                   ===========    ===========
 Net income per weighted average Class B general partnership unit ...............  $       .45    $        --
                                                                                   ===========    ===========
 Net income per weighted average limited partnership unit .......................  $       .30    $       .29
                                                                                   ===========    ===========
Weighted average common units outstanding:
 General Partner -- Class A common units ........................................   40,382,182     40,049,079
 General Partner -- Class B common units ........................................   10,283,598             --
 Limited Partners ...............................................................    7,699,593      7,710,399
</TABLE>

               (see accompanying notes to financial statements)

                                       4
<PAGE>

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

<TABLE>
<CAPTION>
                                                                                            THREE MONTHS ENDED
                                                                                                MARCH 31,
                                                                                       ----------------------------
                                                                                            2000           1999
                                                                                       -------------   ------------
<S>                                                                                    <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Income before distributions to preferred unitholders ...............................    $   26,797      $   18,923
Adjustments to reconcile income before distributions to preferred unitholders to net
 cash provided by operating activities:
 Depreciation and amortization .....................................................        21,012          15,091
 Minority partners' interests in consolidated partnerships .........................         1,975           1,168
 Equity in earnings of real estate joint ventures and service companies ............        (1,413)           (377)

Changes in operating assets and liabilities:
 Prepaid expenses and other assets .................................................         5,763          (8,556)
 Tenant receivables ................................................................         1,120           2,905
 Deferred rents receivable .........................................................        (4,465)         (1,369)
 Real estate tax escrow ............................................................           926            (901)
 Accrued expenses and other liabilities ............................................        (5,935)        (13,930)
                                                                                        ----------      ----------
 Net cash provided by operating activities .........................................        45,780          12,954
                                                                                        ----------      ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
 Purchases of commercial real estate properties ....................................      (139,426)         (6,610)
 Increase in deposits and pre-acquisition costs ....................................          (928)         (6,472)
 Investment in mortgage notes and notes receivable .................................            --          (6,170)
 Proceeds from repayment of mortgage note receivable ...............................           685              --
 Additions to commercial real estate properties ....................................        (8,655)         (4,520)
 Increase in developments in progress ..............................................        (9,642)         (6,098)
 Payment of leasing costs ..........................................................        (2,642)         (4,226)
 Additions to furniture, fixtures and equipment ....................................          (359)            (85)
 Distribution from a real estate joint venture .....................................           140              86
 Investments in real estate joint ventures .........................................           (83)         (3,263)
                                                                                        ----------      ----------
 Net cash used in investing activities .............................................      (160,910)        (37,358)
                                                                                        ----------      ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
 Principal payments on secured borrowings ..........................................        (1,666)           (867)
 Proceeds from issuance of senior unsecured notes net of issuance costs ............            --         299,262
 Payment of loan costs .............................................................        (1,617)         (2,606)
 Investments in and advances to affiliates .........................................       (18,210)         (8,299)
 Proceeds from secured borrowings ..................................................        70,000              --
 Proceeds from unsecured credit facility ...........................................       110,000              --
 Proceeds from unsecured term loan .................................................            --          55,000
 Principal payments on unsecured credit facility ...................................            --        (285,750)
 Contributions .....................................................................           195             471
 Distributions .....................................................................       (31,592)        (21,173)
 Distributions to minority partners' in consolidated partnerships ..................        (2,060)           (684)
                                                                                        ----------      ----------
Net cash provided by financing activities ..........................................       125,050          35,354
                                                                                        ----------      ----------
Net increase in cash and cash equivalents ..........................................         9,920          10,950
Cash and cash equivalents at beginning of period ...................................        21,122           2,228
                                                                                        ----------      ----------
Cash and cash equivalents at end of period .........................................    $   31,042      $   13,178
                                                                                        ==========      ==========
</TABLE>

                (see accompanying notes to financial statements)


                                       5
<PAGE>

                     RECKSON OPERATING PARTNERSHIP, L. P.
                NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                MARCH 31, 2000
                                  (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  units  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.

     As  of  March  31,  2000,  the  Operating Partnership owned and operated 78
office  properties  comprising  approximately  13.7  million  square  feet,  110
industrial  properties  comprising approximately 8.3 million square feet and two
retail  properties  comprising  approximately 20,000 square feet, located in the
New  York  tri-state area (the "Tri-State Area"). The Operating Partnership also
owns  a  357,000  square  foot  office  building located in Orlando, Florida and
approximately  346  acres  of land in 16 separate parcels of which the Operating
Partnership  can  develop  approximately 1.9 million square feet of office space
and  approximately  300,000  square  feet  of  industrial  space.  The Operating
Partnership  also  has  invested  approximately $314.8 million in mortgage notes
encumbering  two  Class  A  office  properties  encompassing  approximately  1.6
million  square  feet, approximately 472 acres of land located in New Jersey and
in  a note receivable secured by a partnership interest in Omni Partner's, L.P.,
owner  of  the  Omni,  a  575,000 square foot Class A office property located in
Uniondale,  New  York.  In  addition, the Operating Partnership also holds $41.5
million  of  preferred  and common stock of Keystone Property Trust ("KTR") (see
note 6).

     On  January  6,  1998,  the Operating Partnership made an investment in the
Morris  Companies,  a  New  Jersey  developer  and  owner of "Big Box" warehouse
facilities.  In connection with the transaction the Morris Companies contributed
100%  of  their  interests  in  certain  industrial properties to Reckson Morris
Operating  Partnership,  L.  P.  ("RMI")  in  exchange for operating partnership
units  in  RMI.  On  September  27,  1999,  the  Operating  Partnership sold its
interest in RMI to KTR.

     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 (see note 6).

2. BASIS OF PRESENTATION

     The   accompanying   consolidated   financial   statements   include   the
consolidated   financial   position   of   the  Operating  Partnership  and  its
subsidiaries  at  March  31,  2000  and December 31, 1999 and the results of its
operations  for  the  three  months ended March 31, 2000 and 1999, respectively,
and,  its  cash  flows  for  the  three  months  ended  March 31, 2000 and 1999,
respectively.  The  Operating Partnership's investments in Metropolitan and Omni
Partners,   L.   P.  ("Omni"),  are  reflected  in  the  accompanying  financial
statements  on  a

                                       6
<PAGE>

consolidated  basis  with a  reduction  for  minority  partners'  interest.  The
Operating  Partnership's  investment  in RMI was  reflected in the  accompanying
financial  statements  on a  consolidated  basis with a reduction  for  minority
partner's  interest  through  September  26, 1999.  On September  27, 1999,  the
Operating  Partnership sold its interest in RMI to KTR. 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  merger  with  Tower was accounted for as a purchase in accordance with
Accounting  Principles  Board Opinion No. 16. Accordingly, the fair value of the
consideration  given  by the Operating Partnership, in accordance with generally
accepted  accounting  principles  ("GAAP"),  was used as the valuation basis for
the  merger.  The  assets  acquired  and  liabilities  assumed  by the Operating
Partnership  were  recorded  at  the  fair  value  as of the closing date of the
merger  and  the  excess  of the purchase price over the historical basis of the
net  assets acquired was allocated primarily to operating real estate properties
and real estate properties which have been sold.

     The  minority  interests  at  March  31,  2000 represent an approximate 28%
interest  in  certain industrial joint venture properties formerly owned by RMI,
a convertible preferred interest in Metropolitan 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 GAAP may have been condensed or omitted  pursuant to such rules
and regulations,  although management believes that the disclosures are adequate
to make the  information  presented  not  misleading.  The  unaudited  financial
statements  as of March 31, 2000 and for the three month periods ended March 31,
2000 and 1999 include, in the opinion of management, ll 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,  2000.  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, 1999.

     In  June  1999,  the  Financial Accounting Standards Board issued Statement
No.  137, amending Statement No. 133, "Accounting for Derivative Instruments and
Hedging  Activities",  which extended the required date of adoption to the years
beginning  after  June  15, 2000. The Statement permits early adoption as of the
beginning  of  any  fiscal quarter after its issuance. The Operating Partnership
expects  to  adopt  the  new  Statement effective January 1, 2001. The Operating
Partnership  does  not  anticipate that the adoption of this Statement will have
any effect on its results of operations or financial position.

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

3. MORTGAGE NOTES PAYABLE

     As  of  March  31, 2000, the Operating Partnership had approximately $527.5
million  of fixed rate mortgage notes which mature at various times between June
2000  and  November  2027.  The  notes  are  secured by 23 properties and have a
weighted average interest rate of approximately 7.57%.

4. SENIOR UNSECURED NOTES

     As   of   March   31,  2000,  the  Operating  Partnership  had  outstanding
approximately  $449.3  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):

                                       7
<PAGE>

<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.

     Net  proceeds of approximately $297.4 million received from the issuance of
the  March  26,  1999  Senior  Unsecured  Notes  were  used to repay outstanding
borrowings under the Operating Partnership's unsecured credit facility.

5. UNSECURED CREDIT FACILITIES AND UNSECURED TERM LOAN

     As of March 31,  2000,  the  Operating  Partnership  had a three  year $500
million unsecured  revolving credit facility (the "Credit  Facility") from Chase
Manhattan  Bank,  Union Bank of  Switzerland  and PNC Bank as co-managers of the
Credit  Facility  bank group  which  matures in July,  2001.  Interest  rates on
borrowings  under the  Credit  Facility  are  priced off of LIBOR plus a sliding
scale  ranging from 65 basis  points to 90 basis  points based on the  Operating
Partnership's investment grade rating on its senior unsecured debt. On March 16,
1999,  the Operating  Partnership  received its  investment  grade rating on its
senior  unsecured  debt. As a result,  the pricing under the Credit Facility was
adjusted to LIBOR plus 90 basis points.

     The  Operating  Partnership  utilizes  the  Credit  Facility  primarily  to
finance  the  acquisitions of properties and other real estate investments, fund
its  development activities and for working capital purposes. At March 31, 2000,
the  Operating  Partnership had availability under the Credit Facility to borrow
an  additional  $51.3  million  (net  of  $41.1  million  of outstanding undrawn
letters of credit).

    As of March 31, 2000, the Operating Partnership had an 18-month, $75 million
unsecured term loan (the "Term Loan") from Chase Manhattan Bank which matures in
June,  2001.  Interest rates on borrowings under the Term Loan are priced off of
LIBOR plus 150 basis points. The Term Loan replaced the Operating  Partnership's
previous term loan, which matured on December 17, 1999.

6. COMMERCIAL REAL ESTATE INVESTMENTS

     On January 13, 2000, the Operating  Partnership acquired 1350 Avenue of the
Americas,  a 540,000 square foot, 35 story, Class A office property,  located in
New York City,  for a  purchase  price of  approximately  $126.5  million.  This
acquisition was financed through a $70 million secured debt financing and a draw
under the Credit Facility.

     On  June  15,  1999,  the Operating Partnership acquired the first mortgage
note  secured  by  a  47  story, 1.4 million square foot Class A office property
located  at  919 Third Avenue in New York City for approximately $277.5 million.
The  first  mortgage note entitles the Operating Partnership to all the net cash
flow  of  the property and to substantial rights regarding the operations of the
property,  with  the  Operating  Partnership  anticipating  to ultimately obtain
title  to  the  property.  This  acquisition was financed with proceeds from the
issuance  of  six  million  Series  E  preferred  units  of  general partnership
interest  and  through  draws  under  the  Credit  Facility.  Current  financial
accounting  guidelines  provide that where a lender has virtually the same risks
and  potential  rewards  as those of a real estate owner it should recognize the
full  economics  associated  with  the  operations of the property. As such, the
Operating  Partnership  has  recognized  the  real  estate operations of the 919
Third  Avenue  in  the  accompanying  consolidated  statement  of income for the
period from the date of acquisition.

     On  August  9,  1999, the Operating Partnership executed a contract for the
sale,  which  will  take  place  in  three stages, of its interest in RMI, which
consisted  of  28  properties,  comprising approximately 6.1 million square feet
and  three  other  big  box  industrial  properties  to  KTR.  In  addition, the
Operating  Partnership  also  entered into a sale agreement with Matrix relating
to  a  first  mortgage  note  and  certain

                                       8
<PAGE>

industrial land holdings (the "Matrix  Sale").  The combined total sale price is
$310  million  (approximately  $42  million  of which is  payable  to the Morris
Companies and its  affiliates)  and will consist of a  combination  of (i) cash,
(ii)  convertible  preferred and common stock of KTR, (iii)  preferred  units of
KTR's  operating  partnership,  (iv)  relief  of debt and (v) a  purchase  money
mortgage note secured by certain land that is being sold to Matrix.

     During  September  1999,  the  Matrix  Sale  and the first stage of the RMI
closing  occurred  whereby the Operating Partnership sold its interest in RMI to
KTR  for a combined sales price of approximately $164.7 million (net of minority
partner's  interest).  The combined consideration consisted of approximately (i)
$86.3  million  in  cash, (ii) $40 million of preferred stock of KTR, (iii) $1.5
million  in common stock of KTR, (iv) approximately $26.7 million of debt relief
and  (v)  approximately  $10.2 million in purchase money mortgages. As a result,
the  Operating  Partnership incurred a gain of approximately $10.1 million. Cash
proceeds  from  the  sales  were  used  primarily  to repay borrowings under the
Credit  Facility.  The  $41.5  million  of common and preferred stock of KTR has
been  included  in  prepaid  expenses  and  other  assets  on  the  accompanying
consolidated balance sheet.

     During  April  and May 2000, the second and third stages of the RMI closing
occurred  whereby  the  Operating Partnership sold six industrial buildings. The
total  consideration  received  in  connection with stages two and three totaled
approximately  $98  million (approximately $6 million of which is payable to the
Morris  Companies and its affiliates) and consisted of approximately $26 million
of  preferred  operating  partnership units of KTR and approximately $72 million
in  cash.  Cash  proceeds from the sales were used primarily to repay borrowings
under the Credit Facility.

     In  July  1998,  the  Company formed a joint venture, Metropolitan Partners
LLC,  a  Delaware limited liability company ("Metropolitan"), with Crescent Real
Estate Equities Company, a Texas real estate investment trust ("Crescent").

     On December 8, 1998, the Company, Metropolitan and Tower Realty Trust, Inc.
("Tower")  executed a merger agreement and on May 24, 1999 Tower was merged (the
"Merger")   into   Metropolitan,   with   Metropolitan   surviving  the  Merger.
Concurrently  with the Merger,  Tower  Realty  Operating  Partnership,  L.P. was
merged with and into a subsidiary of Metropolitan.  The consideration  issued in
the mergers was  comprised of (i) 25% cash  (approximately  $107.2  million) and
(ii) 75% of shares of Class B  Exchangeable  Common  Stock,  par value  $.01 per
share,  of the Company (the "Class B common stock") (valued for GAAP purposes at
approximately $304.1 million).

     The  Company  controls  Metropolitan  and  owns  100% of the common equity;
Crescent  owns  a  $85  million  preferred  equity  investment  in Metropolitan.
Crescent's  investment  accrues  distributions at a rate of 7.5% per annum for a
two-year  period  (May  24,  1999  -  May  24,  2001)  and  may  be  redeemed by
Metropolitan  at  any  time  during  that period for $85 million, plus an amount
sufficient  to  provide a 9.5% internal rate of return. If Metropolitan does not
redeem  the  preferred  interest,  upon  the  expiration of the two-year period,
Crescent  must  convert  its  $85  million  preferred interest into either (i) a
common  membership  interest  in  Metropolitan  or  (ii) shares of the Company's
Class A common stock at a conversion price of $24.61 per share.

     The  Tower  portfolio  acquired  in  the  Merger  consisted of three office
properties  comprising approximately 1.6 million square feet located in New York
City,  one  office property located on Long Island and certain office properties
and  other  real  estate  assets  located outside the Tri-State Area. All of the
assets  acquired  in  the Merger, located outside the Tri-State Area, other than
an office property located in Orlando, Florida, have been sold.

7. PARTNERS' CAPITAL

     On  May  24, 1999, in conjunction with the Tower acquisition, 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
are  entitled  to receive an initial annual distribution of $2.24 per unit which
distribution  is  subject  to  adjustment annually. 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

                                       9
<PAGE>

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 the four year,  six-month  anniversary of the issuance of
the Class B common units.

     On  March  8,  2000,  the  Operating  Partnership  declared  the  following
distributions:


<TABLE>
<CAPTION>
                                              RECORD           PAYMENT       THREE MONTHS     ANNUALIZED
         SECURITY          DISTRIBUTION        DATE             DATE             ENDED       DISTRIBUTION
------------------------- -------------- ---------------- ---------------- ---------------- -------------
<S>                       <C>            <C>              <C>              <C>              <C>
Class A common unit         $ 0.37125     April 3, 2000   April 14, 2000   March 31, 2000      $ 1.485
Class B common unit         $ 0.56000    April 14, 2000     May 1, 2000    April 30, 2000      $ 2.240
Series A preferred unit     $ 0.47660    April 14, 2000     May 1, 2000    April 30, 2000      $ 1.906
Series E preferred unit     $ 0.49063    April 14, 2000     May 1, 2000    April 30, 2000      $ 1.963
</TABLE>

     As of March 31, 2000,  in  conjunction  with the  Company's  Class B common
stock buy back  program,  the  Operating  Partnership  had purchased and retired
1,410,804 Class B common units for approximately $30.3 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)

                                                            THREE MONTHS ENDED
                                                                 MARCH 31,
                                                          ----------------------
                                                             2000         1999
                                                          ----------   ---------
       Cash paid during the period for interest .          $33,306      $18,729
                                                           =======      =======
       Interest capitalized during the period .........    $ 2,362      $ 2,311
                                                           =======      =======

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, and
certain  industrial  joint  venture properties formerly owned by RMI and for the
period  commencing  January  6,  1998  and ending September 26, 1999, industrial
properties  which  were owned by RMI and subsequently sold to KTR. 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,  as  the Operating Partnership expects to meet its short-term
liquidity  requirements  in  part  through  the  Credit  Facility and Term Loan,
interest  incurred  on borrowings under the Credit Facility and Term Loan is not
considered  as  part  of  property operating performance. Further, the Operating
Partnership  does  not consider the property operating performance of the office
property  located  in  Orlando,  Florida  as  a  part  of  its  Core  Portfolio.
Additionally,  commencing  January  1,  2000, the Operating Partnership does not
consider  the  operating  performance of the industrial joint venture properties
formerly owned by RMI, a reportable segment.

     The  accounting  policies  of the reportable segments are the same as those
described in the summary of significant accounting policies.


                                       10
<PAGE>

     The   following   table   sets   forth  the  components  of  the  Operating
Partnership's  revenues and expenses and other related disclosures for the three
months ended March 31, 2000 and 1999 (in thousands):


<TABLE>
<CAPTION>
                                                             THREE MONTHS ENDED
                                                ---------------------------------------------
                                                               MARCH 31, 2000
                                                ---------------------------------------------
                                                                                CONSOLIDATED
                                                 CORE PORTFOLIO      OTHER         TOTALS
                                                ---------------- ------------- --------------
<S>                                             <C>              <C>           <C>
REVENUES:
Base rents, tenant escalations and
 reimbursements ...............................    $   104,821     $   2,426     $  107,247
Equity in earnings of real estate joint
 ventures and service companies ...............             --         1,413          1,413
Interest and other income .....................            406         8,592          8,998
                                                   -----------     ---------     ----------
 Total Revenues ...............................        105,227        12,431        117,658
                                                   -----------     ---------     ----------
EXPENSES:

Property operating expenses ...................         37,488           668         38,156
Marketing, general and administrative .........          5,100           778          5,878
Interest ......................................          9,192        14,648         23,840
Depreciation and amortization .................         19,334         1,678         21,012
                                                   -----------     ---------     ----------
 Total Expenses ...............................         71,114        17,772         88,886
                                                   -----------     ---------     ----------
 Income (loss) before distributions to
  preferred unitholders and minority
  interests' ..................................    $    34,113     $  (5,341)    $   28,772
                                                   ===========    ==========     ==========
 Total Assets .................................    $ 2,069,161     $ 836,410     $2,905,571
                                                   ===========     =========     ==========

<CAPTION>
                                                                 THREE MONTHS ENDED
                                                ----------------------------------------------------
                                                            MARCH 31, 1999
                                                --------------------------------------
                                                     CORE                               CONSOLIDATED
                                                  PORTFOLIO       RMI         OTHER        TOTALS
                                                ------------- ----------- ------------ -------------
<S>                                             <C>           <C>         <C>          <C>
REVENUES:
Base rents, tenant escalations and
 reimbursements ...............................  $   66,022    $  4,613     $     --    $   70,635
Equity in earnings of real estate joint
 ventures and service companies ...............          --          --          377           377
Interest and other income .....................          69           2        5,024         5,095
                                                 ----------    --------     --------    ----------
 Total Revenues ...............................      66,091       4,615        5,401        76,107
                                                 ----------    --------     --------    ----------
EXPENSES:

Property operating expenses ...................      22,157         751           --        22,908
Marketing, general and administrative .........       3,942         131            1         4,074
Interest ......................................       4,559         277        9,107        13,943
Depreciation and amortization .................      12,781       1,080        1,230        15,091
                                                 ----------    --------     --------    ----------
 Total Expenses ...............................      43,439       2,239       10,338        56,016
                                                 ----------    --------     --------    ----------
 Income (loss) before distributions to
  preferred unitholders and minority
  interests' ..................................  $   22,652    $  2,376     $ (4,937)   $   20,091
                                                 ==========    ========     ========    ==========
 Total Assets .................................  $1,435,086    $159,873     $315,890    $1,910,849
                                                 ==========    ========     ========    ==========
</TABLE>

10. OTHER INVESTMENTS AND ADVANCES

     During  1997,  the  Company  formed  FrontLine  Capital Group ("FrontLine")
(formerly  Reckson  Service  Industries,  Inc.)  and  Reckson  Strategic Venture
Partners,  LLC  ("RSVP").  In  connection  with  the formation of FrontLine, the
Operating   Partnership  established  a  credit  facility  with  FrontLine  (the
"FrontLine  Facility")  in the amount of $100 million for FrontLine's e-commerce
and  e-services operations and other general corporate purposes. As of March 31,
2000,  the  Company had advanced approximately $92.7 million under the FrontLine
Facility.  In  addition,  the  Operating Partnership has approved the funding of
investments  of  up  to  $100  million  with or in RSVP (the "RSVP Commitment"),
through  RSVP-controlled  joint  venture  REIT-qualified investments or advances
made  to  FrontLine  under  terms similar to the FrontLine Facility. As of March
31,  2000,  approximately  $60.9  million  had  been  invested  through the RSVP
Commitment,  of  which  $24.8  million  represents RSVP-controlled joint venture
REIT-qualified  investments  and  $36.1 million represents advances to FrontLine
under the RSVP Commitment.

     During  November  1999,  the  Board of Directors of the Company approved an
amendment  to the FrontLine Facility and the RSVP Commitment to permit FrontLine
to  incur  secured  debt  and  to  pay interest thereon. In consideration of the
amendments,  FrontLine  paid  the  Operating  Partnership a fee of approximately
$3.6  million in the form of shares of FrontLine common stock. Such fee is being
recognized in income over an estimated nine month benefit period.

    FrontLine  identifies,  acquires  interests  in and  develops  a network  of
e-commerce  and  e-services   companies  that  service  small  to  medium  sized
enterprises,   independent   professionals  and  entrepreneurs  and  the  mobile
workforce of larger companies.  FrontLine serves as the managing member of RSVP.
RSVP was formed to provide the Company with a research and  development  vehicle
to invest in alternative  real estate  sectors.  RSVP invests  primarily in real
estate and real estate  related  operating  companies  generally  outside of the
Company's core office and industrial  focus.  RSVP's strategy is to identify and
acquire  interests in established  entrepreneurial  enterprises with experienced
management teams in market sectors which are in the early stages of their growth
cycle or offer unique  circumstances  for  attractive  investments  as well as a
platform for future growth.

                                       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,  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  certain  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. Certain factors that might cause the results of
the  Operating  Partnership  to  differ  materially from those indicated by such
forward-looking  statements  include,  among  other  factors,  general  economic
conditions,   general   real   estate   industry   risks,   tenant  default  and
bankruptcies,  loss of major tenants, the impact of competition and acquisition,
redevelopment   and   development   risks,   the  ability  to  finance  business
opportunities  and  local  real estate risks such as an oversupply of space or a
reduction  in  demand for real estate in the Operating Partnership's real estate
markets.  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  March  31,  2000,  the  Operating Partnership owned and operated 78
office  properties  comprising  approximately  13.7  million  square  feet,  110
industrial  properties  comprising approximately 8.3 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 346 acres of land
in   16  separate  parcels  of  which  the  Operating  Partnership  can  develop
approximately  1.9 million square feet of office space and approximately 300,000
square  feet  of  industrial  space. The Operating Partnership also has invested
approximately  $314.8  million  in mortgage notes encumbering two Class A office
properties  encompassing  approximately  1.6  million square feet, approximately
472  acres  of  land located in New Jersey and in a note receivable secured by a
partnership  interest  in  Omni  Partner's,  L.P.,  owner of the Omni, a 575,000
square  foot  Class  A  office  property  located  in  Uniondale,  New  York. In
addition,  the  Operating  Partnership also holds $41.5 million of preferred and
common stock of Keystone Property Trust ("KTR"), as discussed below.

     During 1997,  the Company  formed  FrontLine  Capital  Group  ("FrontLine")
(formerly  Reckson  Service  Industries,  Inc.) and  Reckson  Strategic  Venture
Partners,  LLC  ("RSVP").  In connection  with the  formation of FrontLine,  the
Operating  Partnership   established  a  credit  facility  with  FrontLine  (the
"FrontLine  Facility") in the amount of $100 million for FrontLine's  e-commerce
and e-services  operations and other general corporate purposes. As of March 31,
2000, the Company had advanced  approximately  $92.7 million under the FrontLine
Facility.  In addition,  the Operating  Partnership  has approved the funding of
investments  of up to $100  million  with or in RSVP  (the  "RSVP  Commitment"),
through  RSVP-controlled  joint venture  REIT-qualified  investments or advances
made to FrontLine

                                       12
<PAGE>

under  terms  similar  to  the  FrontLine  Facility.   As  of  March  31,  2000,
approximately  $60.9 million had been invested through the RSVP  Commitment,  of
which $24.8 million  represents  RSVP-controlled  joint  venture  REIT-qualified
investments  and $36.1 million  represents  advances to FrontLine under the RSVP
Commitment.

     During  November  1999,  the  Board of Directors of the Company approved an
amendment  to the FrontLine Facility and the RSVP Commitment to permit FrontLine
to  incur  secured  debt  and  to  pay interest thereon. In consideration of the
amendments,  FrontLine  paid  the  Operating  Partnership a fee of approximately
$3.6  million in the form of shares of FrontLine common stock. Such fee is being
recognized in income over an estimated nine month benefit period.

     FrontLine  identifies,  acquires  interests  in  and  develops a network of
e-commerce   and  e-services  companies  that  service  small  to  medium  sized
enterprises,   independent   professionals  and  entrepreneurs  and  the  mobile
workforce  of larger companies. FrontLine serves as the managing member of RSVP.
RSVP  was  formed to provide the Company with a research and development vehicle
to  invest  in  alternative  real estate sectors. RSVP invests primarily in real
estate  and  real  estate  related  operating companies generally outside of the
Company's  core  office and industrial focus. RSVP's strategy is to identify and
acquire  interests  in  established entrepreneurial enterprises with experienced
management  teams  in  market  sectors  which  are  in the early stages of their
growth  cycle  or  offer unique circumstances for attractive investments as well
as a platform for future growth.

     On  January  6,  1998,  the Operating Partnership made an investment in the
Morris  Companies,  a  New  Jersey  developer  and  owner of "Big Box" warehouse
facilities.  In connection with the transaction the Morris Companies contributed
100%  of  their  interests  in  certain  industrial properties to Reckson Morris
Operating  Partnership,  L.  P.  ("RMI")  in  exchange for operating partnership
units  in  RMI.  On  September  27,  1999,  the  Operating  Partnership sold its
interest in RMI to KTR.

     On  August  9,  1999, the Operating Partnership executed a contract for the
sale,  which  will  take  place  in  three stages, of its interest in RMI, which
consisted  of  28  properties,  comprising approximately 6.1 million square feet
and  three  other  big  box  industrial  properties  to  KTR.  In  addition, the
Operating  Partnership  also  entered into a sale agreement with Matrix relating
to  a  first  mortgage  note  and  certain industrial land holdings (the "Matrix
Sale").  The  combined  total  sale  price  is  $310  million (approximately $42
million  of  which  is  payable  to the Morris Companies and its affiliates) and
will  consist  of  a  combination  of  (i)  cash, (ii) convertible preferred and
common  stock of KTR, (iii) preferred units of KTR's operating partnership, (iv)
relief  of  debt  and (v) a purchase money mortgage note secured by certain land
that is being sold to Matrix.

     During  September  1999,  the  Matrix  Sale  and the first stage of the RMI
closing  occurred  whereby the Operating Partnership sold its interest in RMI to
KTR  for a combined sales price of approximately $164.7 million (net of minority
partner's  interest).  The combined consideration consisted of approximately (i)
$86.3  million  in  cash, (ii) $40 million of preferred stock of KTR, (iii) $1.5
million  in common stock of KTR, (iv) approximately $26.7 million of debt relief
and  (v)  approximately  $10.2 million in purchase money mortgages. As a result,
the  Operating  Partnership incurred a gain of approximately $10.1 million. Cash
proceeds  from  the  sales  were  used  primarily  to repay borrowings under the
Credit  Facility.  The  $41.5  million  of common and preferred stock of KTR has
been   included   in   prepaid  expenses  and  other  assets  on  the  Operating
Partnership's consolidated balance sheet.

     During  April  and May 2000, the second and third stages of the RMI closing
occurred  whereby  the  Operating Partnership sold six industrial buildings. The
total  consideration  received  in  connection with stages two and three totaled
approximately  $98  million (approximately $6 million of which is payable to the
Morris  Companies and its affiliates) and consisted of approximately $26 million
of  preferred  operating  partnership units of KTR and approximately $72 million
in  cash.  Cash  proceeds from the sales were used primarily to repay borrowings
under the Operating Partnership's unsecured credit facility.

     In  July  1998,  the  Company formed a joint venture, Metropolitan Partners
LLC,  a  Delaware limited liability company ("Metropolitan"), with Crescent Real
Estate Equities Company, a Texas real estate investment trust ("Crescent").


                                       13
<PAGE>

     On  December  8,  1998,  the  Company, Metropolitan and Tower Realty Trust,
Inc.  ("Tower") executed a merger agreement and on May 24, 1999 Tower was merged
(the  "Merger")  into  Metropolitan,  with  Metropolitan  surviving  the Merger.
Concurrently  with  the  Merger,  Tower  Realty  Operating Partnership, L.P. was
merged  with  and into a subsidiary of Metropolitan. The consideration issued in
the  mergers  was  comprised  of (i) 25% cash (approximately $107.2 million) and
(ii)  75%  of  shares  of  Class B Exchangeable Common Stock, par value $.01 per
share,  of the Company (the "Class B common stock") (valued for GAAP purposes at
approximately $304.1 million).

     The  Company  controls  Metropolitan  and  owns  100% of the common equity;
Crescent  owns  a  $85  million  preferred  equity  investment  in Metropolitan.
Crescent's  investment  accrues  distributions at a rate of 7.5% per annum for a
two-year  period  (May  24,  1999  -  May  24,  2001)  and  may  be  redeemed by
Metropolitan  at  any  time  during  that period for $85 million, plus an amount
sufficient  to  provide a 9.5% internal rate of return. If Metropolitan does not
redeem  the  preferred  interest,  upon  the  expiration of the two-year period,
Crescent  must  convert  its  $85  million  preferred interest into either (i) a
common  membership  interest  in  Metropolitan  or  (ii) shares of the Company's
Class A common stock at a conversion price of $24.61 per share.

     The  Tower  portfolio  acquired  in  the  Merger  consisted of three office
properties  comprising approximately 1.6 million square feet located in New York
City,  one  office property located on Long Island and certain office properties
and  other  real  estate  assets  located outside the Tri-State Area. All of the
assets  acquired in the Merger located outside the Tri-State Area, other than an
office property located in Orlando, Florida, have been sold.

     The market  capitalization  of the Operating  Partnership at March 31, 2000
was   approximately   $3.06   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  Class A  common  stock  and  Class B  common  stock),  (ii)  the
liquidation  preference values of the Operating  Partnership's  preferred units,
(iii) the contributed  value of Metropolitan's  preferred  interest and (iv) the
approximately  $1.45 billion  (including its share of joint venture debt and net
of minority  partners'  interest) of debt  outstanding  at March 31, 2000.  As a
result, the Operating  Partnership's  total debt to total market  capitalization
ratio at March 31, 2000 equaled approximately 47.2%.

RESULT OF OPERATIONS

     The  Operating  Partnership's  total revenues increased by $41.6 million or
54.6%  for the three months ended March 31, 2000 as compared to the 1999 period.
Property  operating  revenues,  which  include base rents and tenant escalations
and  reimbursements  ("Property  Operating Revenues") increased by $36.6 million
or  51.8%  for  the  three  months  ended March 31, 2000 as compared to the 1999
period.   The   increase   in   Property  Operating  Revenues  is  substantially
attributable  to the Tower portfolio acquisition in May 1999, the acquisition of
the  first  mortgage  note  secured  by  919  Third  Avenue  (which  revenue was
reflected  in  Property  Operating Revenues) in June 1999 and the acquisition of
1350  Avenue  of  the  Americas in January 2000. In addition, Property Operating
Revenues  were  also  positively  impacted  by  approximately  $3.1 million from
increases  in  occupancies  and rental rates in our "same store" properties. The
Operating   Partnership's   base  rent  reflects  the  positive  impact  of  the
straight-line  rent  adjustment of $4.5 million for the three months ended March
31,  2000 as compared to $1.4 million for the 1999 period. The remaining balance
of  the  increase in total revenues is primarily attributable to interest income
and fees relating to the FrontLine Facility and the RSVP Commitment.

     Property operating expenses,  real estate taxes and ground rents ("Property
Expenses")  increased by $15.2 million or 66.6% for the three months ended March
31, 2000 as compared to the 1999 period.  These  increases  are primarily due to
the acquisition of the Tower portfolio in May 1999, the acquisition of the first
mortgage note secured by 919 Third Avenue in June 1999,  (which  operations were
reflected  in  Property  Expenses)  and the  acquisition  of 1350  Avenue of the
Americas in January 2000. Gross operating margins (defined as Property Operating
Revenues less  Property  Expenses,  taken as a percentage of Property  Operating
Revenues)  for the three  months  ended  March 31,  2000 and 1999 were 64.4% and
67.6%  respectively.  The  decrease  in gross  operating  margins  is  primarily
attributable to a larger

                                       14
<PAGE>

proportionate  share of gross operating  margin derived from office  properties,
which has a lower gross margin percentage,  in 2000 compared to 1999. The higher
proportionate  share of the gross operating margin is attributable to the office
properties  acquired  during the period May 1999  through  January  2000 and the
disposition of net leased industrial properties in September 1999. This shift in
the  composition  of the  portfolio  was offset by increases in rental rates and
operating efficiencies realized.

     Marketing,  general  and  administrative expenses increased by $1.8 million
for  the  three  months ended March 31, 2000 as compared to the 1999 period. The
increase  is  due  to the increased costs of managing the acquisition properties
and  the  increase  in  corporate management and administrative costs associated
with  the  growth  of the Operating Partnership including the opening of its New
York  City  division.  Marketing,  general  and  administrative  expenses  as  a
percentage  of  total  revenues  were  5.0% for the three months ended March 31,
2000 as compared to 5.4% for the 1999 period.

     Interest  expense  increased  by  $9.9  million  for the three months ended
March  31, 2000 as compared to the 1999 period. The increase is primarily due to
secured  borrowings  assumed  in  the  Tower  acquisition  as  well  as new debt
incurred   with  the  Tower  and  1350  Avenue  of  the  Americas  acquisitions.
Additionally,  the  increase  is  also  due  to $300 million of Senior Unsecured
Notes issued on March 26, 1999.

LIQUIDITY AND CAPITAL RESOURCES

     As of March 31,  2000,  the  Operating  Partnership  had a three  year $500
million unsecured  revolving credit facility (the "Credit  Facility") from Chase
Manhattan  Bank,  Union Bank of  Switzerland  and PNC Bank as co-managers of the
Credit  Facility  bank group  which  matures in July,  2001.  Interest  rates on
borrowings  under the  Credit  Facility  are  priced off of LIBOR plus a sliding
scale  ranging from 65 basis  points to 90 basis  points based on the  Operating
Partnership's investment grade rating on its senior unsecured debt. On March 16,
1999,  the Operating  Partnership  received its  investment  grade rating on its
senior  unsecured  debt. As a result,  the pricing under the Credit Facility was
adjusted to LIBOR plus 90 basis points.

     The  Operating  Partnership  utilizes  the  Credit  Facility  primarily  to
finance  the  acquisitions of properties and other real estate investments, fund
its  development activities and for working capital purposes. At March 31, 2000,
the  Operating  Partnership had availability under the Credit Facility to borrow
an  additional  $51.3  million  (net  of  $41.1  million  of outstanding undrawn
letters of credit).

     As of March 31,  2000,  the  Operating  Partnership  had an  18-month,  $75
million  unsecured  term loan (the "Term Loan") from Chase  Manhattan Bank which
matures in June,  2001.  Interest  rates on  borrowings  under the Term Loan are
priced off of LIBOR plus 150 basis points.  The Term Loan replaced the Operating
Partnership's previous term loan, which matured on December 17, 1999.

     On  May  24, 1999, in conjunction with the Tower acquisition, 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
are  entitled to receive an initial annual distribution of $2.24 per unit, which
distribution  is  subject  to  adjustment annually. 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  the  four  year,  six-month  anniversary of the issuance of the
Class B common units.

     As  of  March  31,  2000,  in conjunction with the Company's Class B common
stock  buy  back  program,  the  Operating Partnership had purchased and retired
1,410,804 Class B common units for approximately $30.3 million.

     The  Operating  Partnership's   indebtedness  at  March  31,  2000  totaled
approximately  $1.45 billion  (including its share of joint venture debt and net
of the  minority  partners'  interests)  and was  comprised  of  $407.6  million
outstanding  under the Credit Facility,  $75 million  outstanding under the Term
Loan, $449.3 million of senior unsecured notes and approximately  $527.5 million
of mortgage  indebtedness.  Based on the  Operating  Partnership's  total market
capitalization  of  approximately  $3.06  billion at March

                                       15
<PAGE>

31,  2000  (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 contributed value of Metropolitan's  preferred interest of $85 million
and  (iv)  the  $1.45  billion  of  debt),  the  Operating   Partnership's  debt
represented approximately 47.2% 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 securities and additional equity securities
of  the Operating Partnership. 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 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 Term Loan bear interest at a variable rate, which
will  be  influenced  by changes in short-term interest rates, and are sensitive
to inflation.

IMPACT OF YEAR 2000

     During  1999,  the  Operating Partnership discussed the nature and progress
of  its  plans  to  become  Year  2000  ready.  In  that  regard,  the Operating
Partnership  has  completed  its  assessment,  remediation  and  testing  of its
systems  in  order  for those systems to function properly with respect to dates
occurring  in  the  Year  2000 and thereafter. As a result of those efforts, the
Operating  Partnership experienced no significant disruptions in connection with
its  building  management,  mechanical  and  computer  systems and believes that
those  systems  successfully  responded  to  the  Year  2000  date  change.  The
Operating  Partnership  has  expended  approximately  one  million  dollars with
upgrading,  replacing  or  remediating  its  systems  and  is  not  aware of any
material  problems  resulting  from  Year  2000  issues.  Further, the Operating
Partnership   will   continue  to  monitor  its  critical  building  management,
mechanical  and  computer  systems  throughout  the year 2000 to ensure that any
latent Year 2000 matters that may arise are addressed promptly.

FUNDS FROM OPERATIONS

     Management  believes that funds from  operations  ("FFO") is an appropriate
measure of performance of an operating partnership which is a general partner of
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
generally accepted accounting principles 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

                                       16
<PAGE>

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
                                                                           MARCH 31,
                                                                    -----------------------
                                                                       2000         1999
                                                                    ----------   ----------
<S>                                                                 <C>          <C>
       Net Income available to common unit holders ..............    $18,812      $ 13,882
       Adjustment for Funds From Operations:
       Add:
        Real estate depreciation and amortization ...............     20,616        14,689
        Minority interests in consolidated partnerships .........      1,975         1,168
       Less:
        Amount distributed to minority partners in
          consolidated partnerships .............................      2,381         1,444
                                                                     -------      --------
       Funds From Operations ....................................    $39,022      $ 28,295
                                                                     =======      ========
       Weighted average units outstanding .......................     58,366        47,759
                                                                     =======      ========

</TABLE>
                                       17
<PAGE>

            SUPPLEMENTAL INFORMATION ON CAPITAL EXPENDITURES, TENANT
                      IMPROVEMENTS AND LEASING COMMISSIONS

     The   following   table   summarizes   the   expenditures   incurred   for
non-incremental   capital   expenditures,   tenant   improvements   and  leasing
commissions  for  the  Operating  Partnership's office and industrial properties
for  the  three  month period ended March 31, 2000 and the historical average of
such  non-incremental  capital  expenditures,  tenant  improvements  and leasing
commissions for the years 1996 through 1999.


            NON-INCREMENTAL REVENUE GENERATING CAPITAL EXPENDITURES


<TABLE>
<CAPTION>
                                                                                                                THREE MONTHS
                                                                                                 1996-1999         ENDED
                                     1996           1997            1998            1999          AVERAGE      MARCH 31, 2000
                                ------------- --------------- --------------- --------------- --------------- ---------------
<S>                             <C>           <C>             <C>             <C>             <C>             <C>
SUBURBAN OFFICE PROPERTIES
 Total ........................   $ 375,026     $ 1,108,675     $ 2,004,976     $ 2,298,899     $ 1,446,894      $ 770,138
 Per Square Foot ..............        0.13            0.22            0.23            0.23            0.20           0.08
CBD OFFICE PROPERTIES .........
 Total ........................         N/A             N/A             N/A             N/A             N/A      $ 362,774
 Per Square Foot ..............         N/A             N/A             N/A             N/A             N/A           0.17
INDUSTRIAL PROPERTIES .........
 Total ........................   $ 670,751     $   733,233     $ 1,205,266     $ 1,048,688     $   914,485      $ 118,494
 Per Square Foot ..............        0.18            0.15            0.12            0.11            0.14           0.01
</TABLE>

NON-INCREMENTAL REVENUE GENERATING TENANT IMPROVEMENTS AND LEASING COMMISSIONS



<TABLE>
<CAPTION>
                                            1996          1997            1998
                                       ------------- -------------- ---------------
<S>                                    <C>           <C>            <C>
LONG ISLAND OFFICE PROPERTIES
 Tenant Improvements .................   $ 523,574     $  784,044     $ 1,140,251
 Per Square Foot Improved ............        4.28           7.00            3.98
 Leasing Commissions .................   $ 119,047     $  415,822     $   418,191
 Per Square Foot Leased ..............        0.97           4.83            1.46
                                         ---------     ----------     -----------
 Total Per Square Foot ...............   $    5.25     $    11.83     $      5.44
                                         =========     ==========     ===========
WESTCHESTER OFFICE PROPERTIES
 Tenant Improvements .................   $ 834,764     $1,211,665     $   711,160
 Per Square Foot Improved ............        6.33           8.90            4.45
 Leasing Commissions .................   $ 264,388     $  366,257     $   286,150
 Per Square Foot Leased ..............        2.00           2.69            1.79
                                         ---------     ----------     -----------
 Total Per Square Foot ...............   $    8.33     $    11.59     $      6.24
                                         =========     ==========     ===========
CONNECTICUT OFFICE PROPERTIES (A)
 Tenant Improvements .................   $  58,000     $1,022,421     $   202,880
 Per Square Foot Improved ............       12.45          13.39            5.92
 Leasing Commissions .................   $       0     $  256,615     $   151,063
 Per Square Foot Leased ..............        0.00           3.36            4.41
                                         ---------     ----------     -----------
 Total Per Square Foot ...............   $   12.45     $    16.75     $     10.33
                                         =========     ==========     ===========
NEW JERSEY OFFICE PROPERTIES .........
 Tenant Improvements .................         N/A           N/A      $   654,877
 Per Square Foot Improved ............         N/A           N/A             3.78
 Leasing Commissions .................         N/A           N/A      $   396,127
 Per Square Foot Leased ..............         N/A           N/A             2.08
                                         ---------     ----------     -----------
 Total Per Square Foot ...............         N/A           N/A      $      5.86
                                         =========     ==========     ===========
NEW YORK OFFICE PROPERTIES ...........
 Tenant Improvements .................         N/A           N/A              N/A
 Per Square Foot Improved ............         N/A           N/A              N/A
 Leasing Commissions .................         N/A           N/A              N/A
 Per Square Foot Leased ..............         N/A           N/A              N/A
                                         ---------     ----------     -----------
 Total Per Square Foot ...............         N/A           N/A              N/A
                                         =========     ==========     ===========
INDUSTRIAL PROPERTIES ................
 Tenant Improvements .................   $ 380,334     $  230,466     $   283,842
 Per Square Foot Improved ............        0.72           0.55            0.76
 Leasing Commissions .................   $ 436,213     $   81,013     $   200,154
 Per Square Foot Leased ..............        0.82           0.19            0.44
                                         ---------     ----------     -----------
 Total Per Square Foot ...............   $    1.54     $     0.74     $      1.20
                                         =========     ==========     ===========



<CAPTION>
                                                                        THREE MONTHS
                                                          1996-1999        ENDED
                                             1999          AVERAGE     MARCH 31, 2000
                                       --------------- -------------- ---------------
<S>                                    <C>             <C>            <C>
LONG ISLAND OFFICE PROPERTIES
 Tenant Improvements .................   $ 1,009,357     $  864,307      $ 587,337
 Per Square Foot Improved ............          4.73           5.00           5.02
 Leasing Commissions .................   $   551,762     $  376,206      $ 834,492
 Per Square Foot Leased ..............          2.59           2.46           7.13
                                         -----------     ----------      ---------
 Total Per Square Foot ...............   $      7.32     $     7.46      $   12.15
                                         ===========     ==========      =========
WESTCHESTER OFFICE PROPERTIES
 Tenant Improvements .................   $ 1,316,611     $1,018,550      $ 643,796
 Per Square Foot Improved ............          5.62           6.33          14.71
 Leasing Commissions .................   $   457,730     $  343,631      $ 131,402
 Per Square Foot Leased ..............          1.96           2.11           3.00
                                         -----------     ----------      ---------
 Total Per Square Foot ...............   $      7.58     $     8.44      $   17.71
                                         ===========     ==========      =========
CONNECTICUT OFFICE PROPERTIES (A)
 Tenant Improvements .................   $   179,043     $  449,952      $ 129,380
 Per Square Foot Improved ............          4.88           9.16           4.22
 Leasing Commissions .................   $   110,252     $  159,363      $  96,388
 Per Square Foot Leased ..............          3.00           2.69           3.14
                                         -----------     ----------      ---------
 Total Per Square Foot ...............   $      7.88     $    11.85      $    7.36
                                         ===========     ==========      =========
NEW JERSEY OFFICE PROPERTIES .........
 Tenant Improvements .................   $   454,054     $  554,466      $ 316,187
 Per Square Foot Improved ............          2.29           3.04           6.81
 Leasing Commissions .................   $   787,065     $  591,596      $ 254,045
 Per Square Foot Leased ..............          3.96           3.02           5.89
                                         -----------     ----------      ---------
 Total Per Square Foot ...............   $      6.25     $     6.06      $   12.70
                                         ===========     ==========      =========
NEW YORK OFFICE PROPERTIES ...........
 Tenant Improvements .................           N/A            N/A            N/A
 Per Square Foot Improved ............           N/A            N/A            N/A
 Leasing Commissions .................           N/A            N/A            N/A
 Per Square Foot Leased ..............           N/A            N/A           N/A
                                         -----------     ----------      ---------
 Total Per Square Foot ...............           N/A            N/A           N/A
                                         ===========     ==========      =========
INDUSTRIAL PROPERTIES ................
 Tenant Improvements .................   $   375,646     $  317,572      $  66,483
 Per Square Foot Improved ............          0.25           0.57           0.25
 Leasing Commissions .................   $   835,108     $  388,122      $  86,439
 Per Square Foot Leased ..............          0.56           0.50           0.33
                                         -----------     ----------      ---------
 Total Per Square Foot ...............   $      0.81     $     1.07      $    0.58
                                         ===========     ==========      =========
</TABLE>

----------
(A) 1996 -- 1999 average weighted to reflect October 1996 acquisition date

                                       18
<PAGE>

                               LEASE EXPIRATIONS

     The  following  table  sets  forth scheduled lease expirations for executed
leases as of March 31, 2000:


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>
2000 ........................        32             138,314              4.5%           $ 21.24        $ 22.66
2001 ........................        41             188,697              6.2%           $ 22.29        $ 24.45
2002 ........................        32             261,102              8.5%           $ 22.29        $ 24.53
2003 ........................        52             340,359             11.2%           $ 21.90        $ 24.85
2004 ........................        45             275,654              9.0%           $ 23.04        $ 25.73
2005 ........................        53             529,651             17.3%           $ 22.74        $ 26.08
2006 AND THEREAFTER .........        71           1,322,630             43.3%                --             --
                                     --           ---------            -----
TOTAL .......................       326           3,056,407            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>
2000 ........................        --                 --                --                 --             --
2001 ........................         4             32,680               6.2%           $ 27.39        $ 32.74
2002 ........................         3            129,351              24.3%           $ 30.00        $ 33.52
2003 ........................         6             81,809              15.4%           $ 29.60        $ 33.60
2004 ........................         4            112,414              21.1%           $ 26.04        $ 33.40
2005 ........................         6             59,115              11.1%           $ 27.91        $ 34.66
2006 AND THEREAFTER .........         5            116,605              21.9%                --             --
                                     --            -------             -----
TOTAL .......................        28            531,974             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>
2000 ........................        27             402,203              8.4%           $ 5.49          $ 6.19
2001 ........................        31             652,359             13.7%           $ 5.84          $ 7.06
2002 ........................        25             212,744              4.5%           $ 6.26          $ 6.97
2003 ........................        30             724,434             15.2%           $ 5.26          $ 6.08
2004 ........................        34             622,185             13.1%           $ 6.36          $ 7.16
2005 ........................        12             351,234              7.4%           $ 5.48          $ 7.79
2006 AND THEREAFTER .........        40           1,794,543             37.7%               --              --
                                     --           ---------            -----
TOTAL .......................       199           4,759,702            100.0%
                                    ===           =========            =====
</TABLE>

                                       19
<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>
2000 ........................         6              62,492              4.9%          $  9.43         $  9.31
2001 ........................         8             150,120             11.7%          $ 10.75         $ 11.80
2002 ........................         2              64,620              5.0%          $ 10.10         $ 12.70
2003 ........................         5             291,034             22.8%          $  5.62         $  6.62
2004 ........................        10             129,218             10.1%          $ 12.17         $ 13.43
2005 ........................         2             269,704             21.1%          $  8.24         $  9.03
2006 AND THEREAFTER .........        12             311,496             24.4%               --              --
                                     --             -------            -----
TOTAL .......................        45           1,278,684            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>
2000 ........................        38             280,179              9.6%           $ 22.44        $ 22.44
2001 ........................        43             228,679              7.8%           $ 20.77        $ 21.16
2002 ........................        51             461,797             15.8%           $ 19.99        $ 20.24
2003 ........................        39             252,385              8.7%           $ 21.88        $ 23.13
2004 ........................        27             164,609              5.6%           $ 21.60        $ 22.01
2005 ........................        21             279,077              9.6%           $ 24.50        $ 24.99
2006 AND THEREAFTER .........        35           1,246,721             42.9%                --             --
                                     --           ---------            -----
TOTAL .......................       254           2,913,447            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>
2000 ........................        25             101,334              9.6%           $ 21.14        $ 21.90
2001 ........................        24             110,180             10.4%           $ 24.52        $ 25.56
2002 ........................        18              95,920              9.1%           $ 27.07        $ 28.29
2003 ........................        15              94,448              9.0%           $ 31.61        $ 32.39
2004 ........................        22             225,924             21.4%           $ 22.86        $ 23.74
2005 ........................        10              71,830              6.8%           $ 26.80        $ 28.51
2006 AND THEREAFTER .........        19             355,295             33.7%                --             --
                                     --             -------            -----
TOTAL .......................       133           1,054,931            100.0%
                                    ===           =========            =====
</TABLE>

                                       20
<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>
2000 ....................        17              99,045              5.1%           $ 17.49        $ 18.39
2001 ....................        22             260,124             13.4%           $ 17.89        $ 18.10
2002 ....................        21             182,636              9.4%           $ 19.83        $ 20.08
2003 ....................        20             336,393             17.4%           $ 19.83        $ 19.92
2004 ....................        33             228,731             11.8%           $ 22.60        $ 23.11
2005 ....................        23             317,732             16.4%           $ 22.50        $ 23.25
2006 AND THEREAFTER .....        16             512,495             26.5%                --             --
                                 --             -------            -----
TOTAL ...................       152           1,937,156            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>
2000 ........................        15             153,333              4.6%           $ 29.37        $ 30.09
2001 ........................        23             176,179              5.3%           $ 37.19        $ 34.55
2002 ........................        17             183,333              5.5%           $ 31.82        $ 31.86
2003 ........................         7             115,726              3.5%           $ 31.89        $ 32.22
2004 ........................        17             178,012              5.3%           $ 33.01        $ 31.65
2005 ........................        27             431,088             12.9%           $ 34.56        $ 34.62
2006 AND THEREAFTER .........       105           2,098,488             62.9%                --             --
                                    ---           ---------            -----
TOTAL .......................       211           3,336,159            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.


                                       21
<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  does not hedge interest rate risk using financial instrument nor is
the Operating Partnership 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  or  Term  Loan  until  such  time  as it is able to retire the
short-term  variable  rate  debt  with  a  long-term fixed rate debt offering on
terms  that  are  advantageous  to  the Operating Partnership or through general
partner contributions.

     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  fair market value ("FMV") at
March 31, 2000 (dollars in thousands):


<TABLE>
<CAPTION>
                                            FOR THE YEAR ENDED DECEMBER 31,
                           -----------------------------------------------------------------
                               2000         2001          2002         2003         2004
                           ------------ ------------ ------------- ------------ ------------
<S>                        <C>          <C>          <C>           <C>          <C>
Long term debt:
 Fixed rate ..............   $ 33,479     $ 92,751     $  16,499     $  8,350     $ 11,769
 Weighted average interest
  rate ...................       7.36%        7.50%         7.79%        7.77%        8.30%
 Variable rate ...........   $     --     $482,600     $      --     $     --     $     --
 Weighted average interest
  rate ...................         --         7.01%           --           --           --


<CAPTION>
                            THEREAFTER     TOTAL(1)        FMV
                           ------------ ------------- ------------
<S>                        <C>          <C>           <C>
Long term debt:
 Fixed rate ..............  $ 814,660     $ 977,508    $ 977,508
 Weighted average interest
  rate ...................       7.53%         7.46%
 Variable rate ...........  $      --     $ 482,600    $ 482,600
 Weighted average interest
  rate ...................         --          7.01%

</TABLE>

------------------
(1) Includes  unamortized  issuance  discounts  of $670,000 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 $482.6 million
annual  increase  in  interest  expense  based  on  approximately  $4.8  million
outstanding at March 31, 2000.


     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 March 31, 2000 (dollars in thousands):


<TABLE>
<CAPTION>
                                       FOR THE YEAR ENDED DECEMBER 31,
                          ----------------------------------------------------------
                               2000         2001        2002      2003      2004      THEREAFTER     TOTAL (2)        FMV
                          -------------- ---------- ------------ ------ ------------ ------------ -------------- ------------
<S>                       <C>            <C>        <C>          <C>    <C>          <C>          <C>            <C>
Mortgage notes and
 notes receivable:
 Fixed rate .............   $  282,983    $    15     $ 11,055    $ --    $ 36,500     $ 16,990     $  347,543    $ 347,543
 Weighted average
  interest rate .........         9.42%      9.00%       10.34%     --       10.23%       11.65%          9.64%

</TABLE>

     The  fair  value  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.

------------------
(2) Excludes   mortgage   note   receivable   acquisition   costs  and  interest
receivables aggregating approximately $5.3 million.


                                       22
<PAGE>

                         PART II -- OTHER INFORMATION

Item 1. Legal Proceedings -- None
Item 2. Changes in Securities and use of proceeds -- None
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>
<CAPTION>
   NUMBER
-----------
<S>           <C>
  10.1        Amended and Restated letter Agreement, dated as of November 30,
              1999, amending the RSVP Credit Agreement and the FrontLine Facility
  27.0        Financial Data Schedule

</TABLE>

     b)  During  the  three  months  ended March 31, 2000 the Registrant did not
file any Reports on Form 8-K

                                  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


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



DATE: May 10, 2000



                                       23
<PAGE>

                      RECKSON OPERATING PARTNERSHIP, L.P.
                                  EXHIBIT 10.1

                                                               November 30, 1999

Reckson Service Industries Inc.
10 East 53rd Street
New York, New York 10022

     Re: Second Amended and Restated Credit Agreements

Dear Sirs:

     Reference  is  made  to the Amended and Restated Credit Agreement, dated as
of  August 4, 1999,  between  Reckson Service Industries, Inc., as Borrower (the
"Borrower")  and  Reckson  Operating Partnership, L.P., as Lender (the "Lender")
relating  to  the  operations  of  the  Borrower  (the  "RSI Facility"), and the
Amended  and  Restated Credit Agreement, dated as of August 4, 1999, between the
Borrower  and  the  Lender  relating  to  Reckson Strategic Venture Partners LLC
(together  with  the  RSI  Facility,  the "Credit Facilities". Capitalized terms
used  herein  and  not otherwise defined shall have the meaning ascribed to such
terms in the Credit Facilities.

     You  have  advised  us of your proposal to obtain (i) a $60 million secured
loan  from  Warburg  Dillon  Read and UBS AG (or other lenders) substantially on
the  terms  set  forth  on  the  term  sheet  attached  hereto as Exhibit A (the
"Secured  $60  million  Loan")  and (ii) a $75 million secured loan from Reckson
Strategic  Venture  Partners  LLC  (or other lenders) substantially on the terms
set  forth  in  the  term  sheet  attached hereto as Exhibit B (the "Secured $75
million  Loan"  and,  together  with  the Secured $60 million Loan, the "Secured
Loans").  You  have also advised us of your proposal to issue up to $200 million
in preferred stock (the "Preferred Stock").

1.  Amendments.  We  hereby  agree  to  the  following  amendments to the Credit
Facilities:

       a. Section  1.1(b) is hereby  amended  to add the  following  definition:
          "Adjusted EBITDA" shall mean, for any fiscal quarter,  EBITDA less any
          amounts  payable (i) by any subsidiary in respect of the  Indebtedness
          of such  Subsidiary  (including,  but not limited to,  Indebtedness of
          VANTAS  Incorporated and the Secured $75 million Loan) and (ii) by the
          Borrower in respect of the Secured $60 million Loan.

       b. The third  sentence of Section 3.1 of the Credit  Facilities is hereby
          amended by deleting  the  references  to "EBITDA" and  replacing  such
          references with the term "Adjusted EBITDA."

       c. Section  7.2(c) of the Credit  Facilities is hereby amended to add the
          following:

          (iv) Indebtedness   of  the  Borrower  payable  to  its  subsidiaries,
               partner  companies  or  other  companies  into which the Borrower
               makes  investments  to evidence the obligation of the Borrower to
               fund future capital commitments into such entities.

     2. Consents. We hereby consent to the following:

       a. The  Liens to be granted under the Secured Loans shall be deemed to be
          Permitted Liens for purposes of the Credit Facilities.

       b. In  accordance  with Section 7.2(c)(iii) of the Credit Facilities, the
          incurrence of  Indebtedness under the Secured Loans and the payment of
          interest thereon is hereby approved.

       c. In  accordance   with  Sections   7.2(d)  and  7.2(e)  of  the  Credit
          Facilities,  the filing of one or more Certificates of Designation and
          any  amendments  thereto in respect of the  Preferred  Stock,  and the
          payment by the Borrower of  dividends to the holders of the  Preferred
          Stock, is hereby approved.

                                       24

<PAGE>

     3.  Fees.  It  is  understood  that a fee equal to 176,186 shares of common
stock,  par  value  $.01  per  share,  of  the Borrower shall be paid to us upon
delivery  of this letter in consideration of the matters covered in this letter.


                                 Very truly yours,
                                 RECKSON OPERATING PARTNERSHIP, L.P.
                                 By:  Reckson  Associates  Realty Corp., general
                                 partner

                                 By: /s/ Michael Maturo
                                   ------------------------------------------
                                   Name: Michael Maturo
                                   Title: Executive Vice President

Confirmed and Accepted:
RECKSON SERVICE INDUSTRIES, INC.

By: /s/ Michael Maturo
  -------------------------------
  Name: Michael Maturo
  Title: Executive Vice President

                                       25