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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 SEPTEMBER 30, 2000


                        COMMISSION FILE NUMBER: 1-13762




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



<TABLE>
<CAPTION>
<S>                                               <C>
                    DELAWARE                                    11-3233647
   (State other jurisdiction of incorporation     (IRS. Employer Identification Number)
                of organization)

        225 BROADHOLLOW ROAD, MELVILLE, NY                        11747
    (Address of principal executive office)                    (zip code)
</TABLE>

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

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

     Indicate  by  check  mark  whether the registrant (1) has filed all reports
required  to  be  filed by section 13 or 15(d) of the Securities Exchange Act of
1934  during  the  preceding  12  months  (or  for  such shorter period that the
registrant  was  required  to  file such reports) Yes _X_ No__, and (2) has been
subject to such filing requirements for the past 90 days. Yes _X_ No__.

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<PAGE>

                      RECKSON OPERATING PARTNERSHIP, L.P.
                               QUARTERLY REPORT
                 FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2000

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
INDEX                                                                                          PAGE
-------                                                                                       -----
<S>       <C>                                                                                 <C>
PART I. FINANCIAL INFORMATION

Item 1.   Financial Statements
          Consolidated Balance Sheets as of September 30, 2000 (unaudited) and December 31,
          1999 ............................................................................     2

          Consolidated Statements of Income for the three and nine months ended
          September 30, 2000 and 1999 (unaudited). ........................................     3

          Consolidated Statements of Cash Flows for the nine months ended September 30,
          2000 and 1999 (unaudited). ......................................................     4

          Notes to the Consolidated Financial Statements (unaudited). .....................     5

Item 2.   Management's Discussion and Analysis of Financial Condition and Results of
          Operations ......................................................................    12

Item 3.   Quantitative and Qualitative Disclosures about Market Risk ......................    23

PART II. OTHER INFORMATION

Item 1.   Legal Proceedings ...............................................................    24

Item 2.   Changes in Securities and Use of Proceeds .......................................    24

Item 3.   Defaults Upon Senior Securities .................................................    24

Item 4.   Submission of Matters to a Vote of Securities Holders ...........................    24

Item 5.   Other Information ...............................................................    24

Item 6.   Exhibits and Reports on Form 8-K ................................................    24

SIGNATURES ..............................................................................      24
</TABLE>


                                       1
<PAGE>

                        PART I -- FINANCIAL INFORMATION

ITEM 1 -- FINANCIAL STATEMENTS

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

<TABLE>
<CAPTION>
                                                                                 SEPTEMBER 30, 2000     DECEMBER 31,
                                                                                     (UNAUDITED)            1999
                                                                                --------------------   -------------
<S>                                                                             <C>                    <C>
ASSETS
Commercial real estate properties, at cost
 Land .......................................................................       $   290,873         $  276,204
 Buildings and improvements .................................................         1,986,104          1,802,611
Developments in progress:
 Land .......................................................................            61,022             60,894
 Development costs ..........................................................            96,634             68,690
Furniture, fixtures and equipment ...........................................             7,109              6,473
                                                                                    -----------         ----------
                                                                                      2,441,742          2,214,872
Less accumulated depreciation ...............................................          (266,788)          (218,385)
                                                                                    -----------         ----------
                                                                                      2,174,954          1,996,487
Investments in real estate joint ventures ...................................            40,236             31,531
Investment in mortgage notes and notes receivable ...........................           352,809            352,466
Cash and cash equivalents ...................................................            30,682             21,122
Tenant receivables ..........................................................             4,679              5,117
Investments in and advances to affiliates ...................................           172,656            179,762
Deferred rent receivable ....................................................            53,910             32,132
Prepaid expenses and other assets ...........................................            57,271             66,855
Contract and land deposits and pre-acquisition costs ........................             7,794              9,585
Deferred lease and loan costs ...............................................            50,233             39,520
                                                                                    -----------         ----------
TOTAL ASSETS ................................................................       $ 2,945,224         $2,734,577
                                                                                    ===========         ==========
LIABILITIES
Mortgage notes payable ......................................................       $   530,819         $  459,174
Unsecured credit facility ...................................................           362,600            297,600
Unsecured term loan .........................................................                --             75,000
Senior unsecured notes ......................................................           449,367            449,313
Accrued expenses and other liabilities ......................................            83,636             81,265
Distributions payable .......................................................            28,498             27,166
                                                                                    -----------         ----------
TOTAL LIABILITIES ...........................................................         1,454,920          1,389,518
                                                                                    -----------         ----------
Commitments and other comments ..............................................                --                 --
Minority interests' in consolidated partnerships ............................           228,742             93,086
                                                                                    -----------         ----------
PARTNERS' CAPITAL
Preferred Capital, 11,234,518 and 15,234,518 units outstanding, respectively            313,126            413,126
General Partner's Capital:
 Class A common units, 45,290,722 and 40,375,506 units outstanding,
   respectively .............................................................           578,545            477,172
 Class B common units, 10,283,513 and 10,283,763 units outstanding,
   respectively .............................................................           271,812            270,689
Limited Partners' Capital, 7,695,142 and 7,701,142 units outstanding,
 respectively ...............................................................            98,079             90,986
                                                                                    -----------         ----------
Total Partners' Capital .....................................................         1,261,562          1,251,973
                                                                                    -----------         ----------
TOTAL LIABILITIES AND PARTNERS' CAPITAL .....................................       $ 2,945,224         $2,734,577
                                                                                    ===========         ==========
</TABLE>

                (see accompanying notes to financial statements)


                                       2
<PAGE>

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

<TABLE>
<CAPTION>
                                                                      THREE MONTHS ENDED             NINE MONTHS ENDED
                                                                         SEPTEMBER 30,                 SEPTEMBER 30,
                                                                 ----------------------------- -----------------------------
                                                                      2000           1999           2000           1999
                                                                 -------------- -------------- -------------- --------------
<S>                                                              <C>            <C>            <C>            <C>
REVENUES:
Base rents .....................................................  $   100,854    $    95,474    $   291,353    $   234,759
Tenant escalations and reimbursements ..........................       14,900         15,395         40,730         32,524
Equity in earnings of real estate joint ventures and service
 companies .....................................................          706            483          3,893          1,372
Interest income on mortgage notes and notes receivable .........        1,901            909          6,377          5,627
Gain on sales of real estate ...................................       15,206         10,052         21,868         10,052
Other ..........................................................        6,727          3,418         19,178          8,350
                                                                  -----------    -----------    -----------    -----------
 Total Revenues ................................................      140,294        125,731        383,399        292,684
                                                                  -----------    -----------    -----------    -----------
EXPENSES:
Property operating expenses ....................................       41,255         40,679        115,778         91,125
Marketing, general and administrative ..........................        6,097          6,312         18,746         14,936
Interest .......................................................       24,651         21,163         72,667         54,009
Depreciation and amortization ..................................       24,083         21,868         67,520         56,086
                                                                  -----------    -----------    -----------    -----------
 Total Expenses ................................................       96,086         90,022        274,711        216,156
                                                                  -----------    -----------    -----------    -----------
Income before distributions to preferred unit holders,
 minority interests and extraordinary loss .....................       44,208         35,709        108,688         76,528
Minority partners' interests in consolidated partnerships ......       (1,874)        (2,150)        (5,773)        (4,933)
                                                                  -----------    -----------    -----------    -----------
Income before distributions to preferred unitholders and
 extraordinary loss ............................................       42,334         33,559        102,915         71,595
Preferred unit distributions ...................................       (6,085)        (7,985)       (21,927)       (19,016)
                                                                  -----------    -----------    -----------    -----------
Income before extraordinary loss ...............................       36,249         25,574         80,988         52,579
Extraordinary loss on extinguishment of debts ..................       (1,571)          (629)        (1,571)          (629)
                                                                  -----------    -----------    -----------    -----------
Net income available to common unit holders ....................  $    34,678    $    24,945    $    79,417    $    51,950
                                                                  ===========    ===========    ===========    ===========
Net Income available to:
 General Partner - Class A common units ........................  $    22,753    $    15,409    $    51,261    $    36,599
 General Partner -- Class B common units .......................        8,050          6,596         18,920          8,343
 Limited Partners' .............................................        3,875          2,940          9,236          7,008
                                                                  -----------    -----------    -----------    -----------
Total ..........................................................  $    34,678    $    24,945    $    79,417    $    51,950
                                                                  ===========    ===========    ===========    ===========
Net income per weighted average units:
 General Partner -- per Class A common unit before
   extraordinary loss ..........................................  $       .52    $       .39    $      1.23    $       .92
 Extraordinary loss per Class A general partnership unit .......         (.02)          (.01)          (.02)          (.01)
                                                                  -----------    -----------    -----------    -----------
 Net income per weighted average Class A general
   partnership unit ............................................  $       .50    $       .38    $      1.21    $       .91
                                                                  ===========    ===========    ===========    ===========
 General Partner -- per Class B common unit before
   extraordinary loss ..........................................  $       .82    $       .59    $      1.88    $      1.55
 Extraordinary loss per Class B general partnership unit .......         (.04)          (.01)          (.04)          (.03)
                                                                  -----------    -----------    -----------    -----------
 Net income per weighted average Class B general partnership
   unit ........................................................  $       .78    $       .58    $      1.84    $      1.52
                                                                  ===========    ===========    ===========    ===========
 Limited Partners' -- per common unit before extraordinary
   loss ........................................................  $       .52    $       .39    $      1.22    $       .92
 Extraordinary loss per limited partnership unit ...............         (.02)          (.01)          (.02)          (.01)
                                                                  -----------    -----------    -----------    -----------
 Net income per weighted average limited partnership unit ......  $       .50    $       .38    $      1.20    $       .91
                                                                  ===========    ===========    ===========    ===========
Weighted average common units outstanding:
 General Partner -- Class A common units .......................   45,178,000     40,367,000     42,312,000     40,235,000
 General Partner -- Class B common units .......................   10,284,000     11,457,000     10,284,000      5,489,000
 Limited Partners ..............................................    7,695,000      7,702,000      7,697,000      7,706,000

</TABLE>

                (see accompanying notes to financial statements)


                                       3
<PAGE>

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

<TABLE>
<CAPTION>
                                                                                                NINE MONTHS ENDED
                                                                                                  SEPTEMBER 30,
                                                                                           ----------------------------
                                                                                               2000            1999
                                                                                           ------------   -------------
<S>                                                                                        <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Income before distributions to preferred unitholders ...................................    $  101,344     $   70,966
Adjustments to reconcile income before distributions to preferred unitholders to net
 cash provided by operating activities:
 Depreciation and amortization .........................................................        67,520         56,086
 Extraordinary loss on extinguishment of debts .........................................         1,571            629
 Gain on sales of real estate ..........................................................       (21,868)       (10,052)
 Minority partners' interests in consolidated partnerships .............................         5,773          4,933
 Equity in earnings of real estate joint ventures and service companies ................        (3,893)        (1,372)

Changes in operating assets and liabilities:
 Prepaid expenses and other assets .....................................................        (7,455)       (13,453)
 Tenant receivables ....................................................................           438          1,899
 Deferred rents receivable .............................................................       (21,778)        (3,473)
 Real estate tax escrows ...............................................................         2,112         (2,405)
 Accrued expenses and other liabilities ................................................        (2,350)         2,083
                                                                                            ----------     ----------
 Net cash provided by operating activities .............................................       121,414        105,841
                                                                                            ----------     ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
 Purchases of commercial real estate properties ........................................      (184,613)      (265,400)
 Increase in deposits and pre-acquisition costs ........................................       (11,893)        (3,485)
 Investment in mortgage notes and notes receivable .....................................            --       (295,048)
 Proceeds from mortgage note repayments ................................................         5,213            ---
 Proceeds from sales of real estate ....................................................        42,594        269,324
 Additions to commercial real estate properties ........................................       (32,772)       (21,612)
 Increase in developments in progress ..................................................       (11,668)        (8,198)
 Payment of leasing costs ..............................................................       (15,465)       (11,851)
 Purchase of furniture, fixtures and equipment .........................................          (707)          (396)
 Distribution from a real estate joint venture .........................................           312            337
 Investments in real estate joint ventures .............................................        (7,450)       (11,875)
                                                                                            ----------     ----------
 Net cash used in investing activities .................................................      (216,449)      (348,204)
                                                                                            ----------     ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
 Principal payments on secured borrowings ..............................................       (25,518)        (3,163)
 Proceeds from issuance of senior unsecured notes net of issuance costs ................            --        299,262
 Proceeds from redemption of KTR preferred stock .......................................        19,903             --
 Payment of loan costs .................................................................        (7,643)        (7,113)
 Investments in and advances to affiliates .............................................        (6,729)      (108,476)
 Proceeds from secured borrowings ......................................................        97,163        125,547
 Proceeds from unsecured credit facilities .............................................       659,600        353,500
 Principal payments on unsecured credit facilities and term loan .......................      (669,600)      (510,750)
 Repurchases of Class B common units ...................................................            --        (17,389)
 Contributions of minority partners in consolidated partnerships .......................       135,975         75,000
 Contributions .........................................................................         3,999        149,397
 Distributions .........................................................................       (95,662)       (72,179)
 Distributions to minority partners in consolidated partnerships .......................        (6,893)        (4,573)
                                                                                            ----------     ----------
Net cash provided by financing activities ..............................................       104,595        279,063
                                                                                            ----------     ----------
Net increase in cash and cash equivalents ..............................................         9,560         36,700
Cash and cash equivalents at beginning of period .......................................        21,122          2,228
                                                                                            ----------     ----------
Cash and cash equivalents at end of period .............................................    $   30,682     $   38,928
                                                                                            ==========     ==========
</TABLE>

                (see accompanying notes to financial statements)


                                       4
<PAGE>

                     RECKSON OPERATING PARTNERSHIP, L. P.
                NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 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  September 30, 2000, the Operating Partnership owned and operated 81
office  properties  comprising  approximately  14.2  million  square  feet,  103
industrial  properties  comprising approximately 6.6 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").  During  the quarter ended
September  30,  2000,  the  Operating Partnership completed the repositioning of
two  former  industrial properties into Class A office properties. The Operating
Partnership  is  in  the  process of developing one office property encompassing
approximately  277,500  square  feet  and  one  industrial property encompassing
approximately  206,000  square  feet.  The  Operating  Partnership  also  owns a
357,000   square   foot   office   building  located  in  Orlando,  Florida  and
approximately  315  acres  of land in 14 separate parcels of which the Operating
Partnership  can  develop  approximately 1.9 million square feet of office space
and  approximately  224,000  square  feet  of  industrial  space.  The Operating
Partnership  also  has  invested  approximately $297.7 million in mortgage notes
encumbering  one  Class A office property encompassing approximately 1.4 million
square  feet,  approximately  403  acres  of  land  located  in  New  Jersey and
approximately  $17.1  million  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. On November 2, 2000, a
mortgage  note  investment and related acquisition costs of approximately $292.5
million  were exchanged, through a pre-packaged consensual bankruptcy, for title
to  the  property  which  was secured by such mortgage note investment (see Note
6).

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

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

2. BASIS OF PRESENTATION

     The   accompanying   consolidated   financial   statements   include   the
consolidated   financial   position   of   the  Operating  Partnership  and  its
subsidiaries  at  September  30,  2000  and December 31, 1999 and the results of
their  operations  for  the  three  and nine months ended September 30, 2000 and
1999,


                                       5
<PAGE>

respectively,  and,  their  cash  flows  for the nine months ended September 30,
2000   and  1999,  respectively.  The  Operating  Partnership's  investments  in
Metropolitan,  Omni  Partners,  L.  P.  ("Omni"),  the  Tri-State JV and certain
industrial  joint  venture properties formerly owned by Reckson Morris Operating
Partnership,   L.  P.  ("RMI")  are  reflected  in  the  accompanying  financial
statements  on  a  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 Keystone Property Trust
("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  minority  interests  at  September  30,  2000  represent a convertible
preferred  interest  in  Metropolitan,  a 49% interest in the Tri-State JV and a
40% interest in Omni.

     The  accompanying interim unaudited financial statements have been prepared
by  the Operating Partnership's management pursuant to the rules and regulations
of  the  Securities  and  Exchange  Commission  ("SEC"). Certain information and
footnote  disclosure  normally  included in the financial statements prepared in
accordance  with generally accepted accounting principles ("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 September
30,  2000  and for the three and nine month periods ended September 30, 2000 and
1999  include,  in  the  opinion  of  management, all adjustments, consisting of
normal   recurring  adjustments,  necessary  to  present  fairly  the  financial
information  set forth herein. The results of operations for the interim periods
are  not necessarily indicative of the results that may be expected for the year
ending  December  31,  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  September  30,  2000,  the  Operating Partnership had approximately
$460.8  million  of  fixed  rate  mortgage  notes  which mature at various times
between  2001  and  2027.  The  notes  are  secured  by 22 properties and have a
weighted   average  interest  rate  of  approximately  7.6%.  In  addition,  the
Operating  Partnership  had  a  $70  million  variable  rate mortgage note which
matures  in  August 2001. The note is secured by one property and bears interest
at LIBOR plus 165 basis points.

     On  November  2,  2000,  the  Operating  Partnership  obtained a three year
secured  $250  million  first mortgage commitment on the property located at 919
Third  Avenue,  New York N. Y. Interest rates on borrowings under the commitment
are  based  on  LIBOR  plus  a spread ranging from 110 basis points to 140 basis
points  based  upon the outstanding balance. At closing, $200 million was funded
under  the  commitment  at  an  interest rate of LIBOR plus 120 basis points. In
addition,  in  connection  with  the $200 million initial funding, the Operating
Partnership  purchased  a  LIBOR interest rate hedge that provides for a maximum
LIBOR   rate  of  9.25%.  The  initial  funding  was  used  primarily  to  repay
outstanding  borrowings  under  the  Operating  Partnership's  unsecured  credit
facility.


                                       6
<PAGE>

4. SENIOR UNSECURED NOTES

     As  of  September  30,  2000,  the  Operating  Partnership  had outstanding
approximately  $449.4  million  (net  of issuance discounts) of senior unsecured
notes  (the  "Senior  Unsecured  Notes").  The  following  table  sets forth the
Operating  Partnership's  Senior  Unsecured  Notes and other related disclosures
(dollars in thousands):

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

     Interest  on  the  Senior  Unsecured  Notes  is  payable  semiannually with
principal  and unpaid interest due on the scheduled maturity dates. In addition,
the  Senior Unsecured Notes issued on March 26, 1999 were issued at an aggregate
discount of $738,000.

5. UNSECURED CREDIT FACILITY

     On  September 7, 2000, the Operating Partnership obtained a three year $575
million  unsecured  revolving  credit  facility (the "Credit Facility") from The
Chase  Manhattan  Bank,  as administrative agent, UBS Warburg LLC as syndication
agent  and  Deutsche Bank as documentation agent. The Credit Facility matures in
September,  2003  and  borrowings under the Credit Facility are currently priced
off of LIBOR plus 105 basis points.

     The  Credit  Facility  replaced  the  Operating Partnership's existing $500
million  unsecured  credit  facility  (together  with  the  Credit Facility, the
"Credit  Facility")  and  $75  million  term loan. As a result, certain deferred
loan  costs  incurred  in connection with the existing unsecured credit facility
and  term  loan  were  written off. Such amount is reflected as an extraordinary
loss in the accompanying consolidated statements of income.

     The  Operating  Partnership  utilizes  the  Credit  Facility  primarily  to
finance  real  estate  investments,  fund its real estate development activities
and  for  working  capital  purposes.  At  September  30,  2000,  the  Operating
Partnership  had  availability under the Credit Facility to borrow an additional
$212.4  million  (of  which,  $62.3  million  has been allocated for outstanding
undrawn letters of credit).

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  August  15,  2000,  the  Operating Partnership acquired 538 Broadhollow
Road,  a  180,000  square  foot Class A office property located in Melville, New
York  for  a purchase price of approximately $25.6 million. This acquisition was
financed, in part, through a borrowing 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


                                       7
<PAGE>

consolidated  statement  of  income for the period from the date of acquisition.
On  July  28,  2000,  the  Operating  Partnership  consented  to the filing of a
consensual,  pre-packaged  bankruptcy  plan  with  the  current fee owner and on
November 2, 2000 the Operating Partnership obtained title to the property.

     On  August  9,  1999, the Operating Partnership executed a contract for the
sale  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  ($52 million of which is attributable to the Morris Companies and
its  affiliates  in  the  form  of  $41.6  million  of  preferred units of KTR's
operating  partnership  and  $10.4 million of debt relief) 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.

     As  of  September  30,  2000, the Matrix Sale and the sale of the Operating
Partnership's  interest  in  RMI  was  completed  for  a combined sales price of
approximately  $258  million  (net of minority partner's interest). The combined
consideration  consisted  of  approximately  (i) $159.7million in cash, (ii) $60
million  of  preferred  stock and operating partnership units of KTR, (iii) $1.5
million  in common stock of KTR, (iv) approximately $26.7 million of debt relief
and  (v)  approximately  $10.1 million in purchase money mortgages. As a result,
the  Operating  Partnership  incurred  a  gain of approximately $16.7 million of
which  approximately $6.7 million was recognized during the current fiscal year.
Cash  proceeds  from the sales were used primarily to repay borrowings under the
Credit   Facility.   During   July  2000,  the  Operating  Partnership  redeemed
approximately  $20  million  of  the  preferred  stock  of  KTR  which  was used
primarily for general business purposes.

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

     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  through  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.

     On  September  28,  2000, the Operating Partnership formed the Tri-State JV
with  TIAA  and contributed eight Class A suburban office properties aggregating
approximately  1.5  million  square  feet  to  the  Tri-State JV in exchange for
approximately  $136  million  and  a  51%  majority  ownership  interest  in the
Tri-State  JV.  As  a  result,  the  Operating  Partnership  realized  a gain of
approximately  $15.2  million.  Cash  proceeds  received  were used primarily to
repay borrowings under the Operating Partnership's Credit Facility.

7. PARTNERS' CAPITAL

     On  May  24,  1999,  the  Operating  Partnership  issued 11,694,567 Class B
common  units  of  general partnership interest to the Company which were valued
for  GAAP  purposes  at  $26  per  unit for total consideration of approximately
$304.1  million.  The  Class  B common units were entitled to receive an initial
annual  distribution  of  $2.24  per  unit  which  distribution  is  subject  to
adjustment  annually.  On  July  1, 2000, the annual distribution on the Class B
common units was increased to $2.40 per unit.


                                       8
<PAGE>

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

     On  September  14,  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       $ .386         October 6, 2000    October 17, 2000   September 30, 2000   $ 1.544
Class B common unit       $ .60          October 13, 2000   October 31, 2000   October 31, 2000     $ 2.40
Series A preferred unit   $ .4766        October 13, 2000   October 31, 2000   October 31, 2000     $ 1.906
Series E preferred unit   $ .52188       October 13, 2000   October 31, 2000   October 31, 2000     $ 2.088
</TABLE>

     On  June  20,  2000,  the  Operating  Partnership  issued 4,181,818 Class A
common  units  in  exchange for four million Series E preferred units of general
partnership interest with a liquidation preference value of $100 million.

     As  of September 30, 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)

<TABLE>
<CAPTION>
                                                        NINE MONTHS ENDED
                                                          SEPTEMBER 30,
                                                     -----------------------
                                                        2000         1999
                                                     ----------   ----------
<S>                                                  <C>          <C>
Cash paid during the period for interest .........    $88,290      $61,892
                                                      =======      =======
Interest capitalized during the period ...........    $ 8,447      $ 7,281
                                                      =======      =======
</TABLE>

     On  June  20,  2000,  the  Operating  Partnership  issued 4,181,818 Class A
common  units  in  exchange for four million Series E preferred units of general
partnership interest with a liquidation preference value of $100 million.

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,  the  Operating  Partnership  does  not consider (i) interest
incurred  on its Credit Facility, term loan and Senior Unsecured Notes, (ii) the
operating  performance  of  the  office property located in Orlando, Florida and
(iii)  commencing  January  1, 2000, the operating performance of the industrial
joint  venture  properties formerly owned by RMI as part of its Core Portfolio's
property operating performance.


                                       9
<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 September 30, 2000 and 1999 (in thousands):

<TABLE>
<CAPTION>
                                                        THREE MONTHS ENDED
                                            ------------------------------------------
                                                        SEPTEMBER 30, 2000
                                            ------------------------------------------
                                                 CORE                    CONSOLIDATED
                                               PORTFOLIO       OTHER        TOTALS
                                            -------------- ------------ --------------
<S>                                         <C>            <C>          <C>
REVENUES:
Base rents, tenant escalations and
 reimbursements ...........................  $   113,546    $   2,208    $   115,754
Equity in earnings of real estate joint
 ventures and service companies ...........           --          706            706
Interest and other income .................          191       23,643         23,834
                                             -----------    ---------    -----------
Total Revenues ............................      113,737       26,557        140,294
                                             -----------    ---------    -----------
EXPENSES:
Property operating expenses ...............       40,666          589         41,255
Marketing, general and administrative .....        5,405          692          6,097
Interest ..................................        9,623       15,028         24,651
Depreciation and amortization .............       21,282        2,801         24,083
                                             -----------    ---------    -----------
Total Expenses ............................       76,976       19,110         96,086
                                             -----------    ---------    -----------
Income before distributions to preferred
 unitholders, minority interests' and
 extraordinary loss .......................  $    36,761    $   7,447    $    44,208
                                             ===========    =========    ===========
Total Assets ..............................  $ 2,115,236    $ 829,988    $ 2,945,224
                                             ===========    =========    ===========

<CAPTION>
                                                             THREE MONTHS ENDED
                                            ----------------------------------------------------
                                                             SEPTEMBER 30, 1999
                                            ----------------------------------------------------
                                                 CORE                               CONSOLIDATED
                                               PORTFOLIO       RMI        OTHER        TOTALS
                                            -------------- ---------- ------------ -------------
<S>                                         <C>            <C>        <C>          <C>
REVENUES:
Base rents, tenant escalations and
 reimbursements ...........................  $    97,787    $ 5,480    $   7,602    $   110,869
Equity in earnings of real estate joint
 ventures and service companies ...........           --         --          483            483
Interest and other income .................          209         --       14,170         14,379
                                             -----------    -------    ---------    -----------
Total Revenues ............................       97,996      5,480       22,255        125,731
                                             -----------    -------    ---------    -----------
EXPENSES:
Property operating expenses ...............       37,202        823        2,654         40,679
Marketing, general and administrative .....        4,384        158        1,770          6,312
Interest ..................................        7,817        128       13,218         21,163
Depreciation and amortization .............       18,684      1,343        1,841         21,868
                                             -----------    -------    ---------    -----------
Total Expenses ............................       68,087      2,452       19,483         90,022
                                             -----------    -------    ---------    -----------
Income before distributions to preferred
 unitholders, minority interests' and
 extraordinary loss .......................  $    29,909    $ 3,028    $   2,772    $    35,709
                                             ===========    =======    =========    ===========
Total Assets ..............................  $ 2,104,169    $    --    $ 576,855    $ 2,681,024
                                             ===========    =======    =========    ===========
</TABLE>

<PAGE>

     The   following   table   sets   forth  the  components  of  the  Operating
Partnership's  revenues  and expenses and other related disclosures for the nine
months ended September 30, 2000 and 1999 (in thousands):

<TABLE>
<CAPTION>
                                                     NINE MONTHS ENDED
                                           -------------------------------------
                                                    SEPTEMBER 30, 2000
                                           -------------------------------------
                                               CORE                CONSOLIDATED
                                            PORTFOLIO     OTHER       TOTALS
                                           ----------- ---------- --------------
<S>                                        <C>         <C>        <C>
REVENUES:
Base rents, tenant escalations and
 reimbursements ..........................  $ 325,218   $ 6,865      $ 332,083
Equity in earnings of real estate joint
 ventures and service companies ..........         --     3,893          3,893
Interest and other income ................        855    46,568         47,423
                                            ---------   -------      ---------
Total Revenues ...........................    326,073    57,326        383,399
                                            ---------   -------      ---------
EXPENSES:
Property operating expenses ..............    113,963     1,815        115,778
Marketing, general and administrative ....     15,434     3,312         18,746
Interest .................................     28,218    44,449         72,667
Depreciation and amortization ............     60,670     6,850         67,520
                                            ---------   -------      ---------
Total Expenses ...........................    218,285    56,426        274,711
                                            ---------   -------      ---------
Income (loss) before distributions to
 preferred unitholders, minority
 interests' and extraordinary loss .......  $ 107,788   $   900      $ 108,688
                                            =========   =======      =========

<CAPTION>
                                                            NINE MONTHS ENDED
                                           ----------------------------------------------------
                                                            SEPTEMBER 30, 1999
                                           ----------------------------------------------------
                                               CORE                                CONSOLIDATED
                                            PORTFOLIO      RMI          OTHER         TOTALS
                                           ----------- ----------- -------------- -------------
<S>                                        <C>         <C>         <C>            <C>
REVENUES:
Base rents, tenant escalations and
 reimbursements ..........................  $ 240,753   $ 15,380     $   11,150     $ 267,283
Equity in earnings of real estate joint
 ventures and service companies ..........         --         --          1,372         1,372
Interest and other income ................        422          2         23,605        24,029
                                            ---------   --------     ----------     ---------
Total Revenues ...........................    241,175     15,382         36,127       292,684
                                            ---------   --------     ----------     ---------
EXPENSES:
Property operating expenses ..............     84,912      2,390          3,823        91,125
Marketing, general and administrative ....     12,184        456          2,296        14,936
Interest .................................     17,179        671         36,159        54,009
Depreciation and amortization ............     47,677      3,710          4,699        56,086
                                            ---------   --------     ----------     ---------
Total Expenses ...........................    161,952      7,227         46,977       216,156
                                            ---------   --------     ----------     ---------
Income (loss) before distributions to
 preferred unitholders, minority
 interests' and extraordinary loss .......  $  79,223   $  8,155     $  (10,850)    $  76,528
                                            =========   ========     ==========     =========
</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 September
30,  2000,  the  Company  had  advanced  approximately  $92.5  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"),


                                       10
<PAGE>

through  RSVP-controlled  joint  venture  REIT-qualified investments or advances
made  to  FrontLine  under  terms  similar  to  the  FrontLine  Facility.  As of
September  30,  2000,  approximately $77.5 million had been invested through the
RSVP  Commitment,  of  which  $37.6  million  represents  RSVP-controlled  joint
venture  REIT-qualified  investments  and  $39.9  million represents advances to
FrontLine  under the RSVP Commitment. In addition, as of September 30, 2000, the
Operating  Partnership, through its Credit Facility, has allocated approximately
$3.2  million  in  outstanding  undrawn  letters  of  credit  for the benefit of
FrontLine.  Both  the  FrontLine Facility and the RSVP Commitment have a term of
five  years  and  advances  under  each  are  recourse obligations of FrontLine.
Interest  accrues  on  advances made under the credit facilities at a rate equal
to  the  greater  of  (a) the prime rate plus two percent and (b) 12% per annum,
with  the rate on amounts that are outstanding for more than one year increasing
annually  at a rate of four percent of the prior year's rate. Prior to maturity,
interest  is payable quarterly but only to the extent of net cash flow and on an
interest-only  basis.  As  of  September  30,  2000,  interest accrued under the
FrontLine  Facility and RSVP Commitment was approximately $13.3 million of which
approximately $3.2 million was received subsequent to September 30, 2000.

     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 and to issue preferred stock
and  to  pay  dividends  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 has been recognized in income
over an estimated nine month benefit period.

     FrontLine  currently  has  two  distinct  operating  units:  one  of  which
represents  its  interest  in  HQ Global Holdings, Inc., the largest provider of
flexible  officing  solutions  in  the  world,  and  the  other which represents
interests  in  its  e-commerce  and  e-services  partner companies. RSVP invests
primarily  in  real estate and real estate related operating companies generally
outside of the Company's core office and industrial focus.


                                       11
<PAGE>

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

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

     The  Operating Partnership considers certain statements set forth herein to
be  forward-looking  statements  within  the  meaning  of  Section  27A  of  the
Securities  Act  of 1933, as amended, and Section 21E of the Securities Exchange
Act   of   1934,  as  amended,  with  respect  to  the  Operating  Partnership's
expectations  for future periods. Certain forward-looking statements, including,
without   limitation,   statements   relating  to  the  timing  and  success  of
acquisitions,  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  September 30, 2000, the Operating Partnership owned and operated 81
office  properties  comprising  approximately  14.2  million  square  feet,  103
industrial  properties  comprising approximately 6.6 million square feet and two
retail  properties  comprising  approximately 20,000 square feet, located in the
Tri-State  Area.  During  the  quarter  ended  September 30, 2000, the Operating
Partnership  completed  the  repositioning  of  two former industrial properties
into  Class  A office properties. The Operating Partnership is in the process of
developing  one  office  property encompassing approximately 277,500 square feet
and  one industrial property encompassing approximately 206,000 square feet. The
Operating  Partnership  also  owns a 357,000 square foot office building located
in  Orlando,  Florida and approximately 315 acres of land in 14 separate parcels
of  which the Operating Partnership can develop approximately 1.9 million square
feet  of office space and approximately 224,000 square feet of industrial space.
The  Operating  Partnership  also  has  invested approximately $297.7 million in
mortgage   notes   encumbering   one   Class   A  office  property  encompassing
approximately  1.4  million square feet, approximately 403 acres of land located
in  New Jersey and approximately $17.1 million 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. On November
2,   2000,   a  mortgage  note  investment  and  related  acquisition  costs  of
approximately  $292.5  million were exchanged, through a pre-packaged consensual
bankruptcy,  for  title  to the property which was secured by such mortgage note
investment.

     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


                                       12
<PAGE>

operations  and  other general corporate purposes. As of September 30, 2000, the
Company  had  advanced approximately $92.5 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 September 30,
2000,   approximately   $77.5   million  had  been  invested  through  the  RSVP
Commitment,  of  which  $37.6  million  represents RSVP-controlled joint venture
REIT-qualified  investments  and  $39.9 million represents advances to FrontLine
under  the RSVP Commitment. In addition, as of September 30, 2000, the Operating
Partnership,  through its unsecured credit facility, has allocated approximately
$3.2  million  in  outstanding  undrawn  letters  of  credit  for the benefit of
FrontLine.  Both  the  FrontLine Facility and the RSVP Commitment have a term of
five  years  and  advances  under  each  are  recourse obligations of FrontLine.
Interest  accrues  on  advances made under the credit facilities at a rate equal
to  the  greater  of  (a) the prime rate plus two percent and (b) 12% per annum,
with  the rate on amounts that are outstanding for more than one year increasing
annually  at a rate of four percent of the prior year's rate. Prior to maturity,
interest  is payable quarterly but only to the extent of net cash flow and on an
interest-only  basis.  As  of  September  30,  2000,  interest accrued under the
FrontLine  Facility and RSVP Commitment was approximately $13.3 million of which
approximately $3.2 million was received subsequent to September 30, 2000.

     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 and to issue preferred stock
and  to  pay  dividends  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 has been recognized in income
over an estimated nine month benefit period.

     FrontLine  currently  has  two  distinct  operating  units:  one  of  which
represents  its  interest  in  HQ Global Holdings, Inc., the largest provider of
flexible  officing  solutions  in  the  world,  and  the  other which represents
interests  in  its  e-commerce  and  e-services  partner companies. RSVP invests
primarily  in  real estate and real estate related operating companies generally
outside of the Company's core office and industrial focus.

     On  August  9,  1999, the Operating Partnership executed a contract for the
sale  of  its  interest  in Reckson Morris Operating Partnership, L. P., ("RMI")
which  consisted  of  28 properties, comprising approximately 6.1 million square
feet  and  three  other big box industrial properties to Keystone Property Trust
("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  ($52  million  of which is attributable to the Morris Companies and its
affiliates  in  the  form of $41.6 million of preferred units of KTR's operating
partnership  and $10.4 million of debt relief) 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.

     As  of  September  30,  2000, the Matrix Sale and the sale of the Operating
Partnership's  interest  in  RMI  was  completed  for  a combined sales price of
approximately  $258  million  (net of minority partner's interest). The combined
consideration  consisted  of  approximately  (i) $159.7million in cash, (ii) $60
million  of  preferred  stock and operating partnership units of KTR, (iii) $1.5
million  in common stock of KTR, (iv) approximately $26.7 million of debt relief
and  (v)  approximately  $10.1 million in purchase money mortgages. As a result,
the  Operating  Partnership  incurred  a  gain of approximately $16.7 million of
which  approximately $6.7 million was recognized during the current fiscal year.
Cash  proceeds  from the sales were used primarily to repay borrowings under the
Credit   Facility.   During   July  2000,  the  Operating  Partnership  redeemed
approximately  $20  million  of  the  preferred  stock  of  KTR  which  was used
primarily for general business purposes.

     In  July  1998,  the  Company formed a joint venture, Metropolitan Partners
LLC  ("Metropolitan"),  with Crescent Real Estate Equities Company, a Texas REIT
("Crescent")  for  the  purpose of acquiring Tower Realty Trust, Inc. ("Tower").
On May 24, 1999 the Company completed the merger with Tower


                                       13
<PAGE>

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.

     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.

     On  September  28,  2000,  the Operating Partnership formed a joint venture
(the  "Tri-State  JV")  with  Teachers  Insurance  and  Annuity  Association and
contributed  eight  Class A suburban office properties aggregating approximately
1.5  million  square feet to the Tri-State JV in exchange for approximately $136
million  and a 51% majority ownership interest in the Tri-State JV. As a result,
the  Operating  Partnership realized a gain of approximately $15.2 million. Cash
proceeds  received  were  used primarily to repay borrowings under the Operating
Partnership's unsecured credit facility.

     The  market  capitalization  of  the Operating Partnership at September 30,
2000   was  approximately  $3.4  billion.  The  Operating  Partnership's  market
capitalization  is calculated based on the sum of (i) the value of the Operating
Partnership's  Class  A  common  units and Class B common units (which, for this
purpose,  is  assumed  to be the same per unit as the market value of a share of
the  Company's  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  $1.3  billion  (including its share of joint venture debt and net
of  minority partners' interest) of debt outstanding at September 30, 2000. As a
result,  the  Operating  Partnership's total debt to total market capitalization
ratio at September 30, 2000 equaled approximately 39.5%.

RESULTS OF OPERATIONS

     The  Operating  Partnership's  total revenues increased by $14.6 million or
11.6%  for  the  three  months  ended September 30, 2000 as compared to the 1999
period.  Property  operating  revenues,  which  include  base  rents  and tenant
escalations  and  reimbursements  ("Property  Operating  Revenues") increased by
$4.9  million  or 4.4% for the three months ended September 30, 2000 as compared
to  the 1999 period. The increase in Property Operating Revenues is attributable
to  the  acquisition  of  1350 Avenue of the Americas and the development and/or
redevelopment  of  several  properties. In addition, Property Operating Revenues
were  also  positively  impacted by approximately $5.2 million from increases in
occupancies  and  rental  rates  in  our "same store" properties. Offsetting the
increases   in   Property   Operating   Revenues  was  the  negative  impact  of
approximately  $8.0  million  of  expired  rent  attributable  to a major tenant
vacating  at  919  Third  Avenue.  Furthermore, Property Operating Revenues were
negatively  impacted  by  approximately $5.2 million of rent attributable to the
industrial  joint  venture  properties  formerly  owned by RMI, which properties
were  sold on September 27, 1999 as well as $4.6 million of rent attributable to
certain  Tower  properties  disposed of subsequent to the Tower transaction. The
Operating   Partnership's   base  rent  reflects  the  positive  impact  of  the
straight-line  rent  adjustment  of  $12.2  million  for  the three months ended
September  30, 2000 as compared to $2.1 million for the 1999 period. Included in
the  $12.2 million straight-line rent adjustment is $8.2 million attributable to
919  Third  Avenue.  This  amount  is  attributable  to  the  free  rent periods
contained  in the three tenants' leases which replaced the major tenant vacating
as  described  above. The remaining balance of the increase in total revenues is
attributable  to  the  gain  on  sales  of real estate, interest income and fees
relating  to  the  FrontLine  Facility  and  the  RSVP  Commitment  and earnings
generated by RSVP-controlled joint venture REIT-qualified investments.


                                       14
<PAGE>

     Property  operating expenses, real estate taxes and ground rents ("Property
Expenses")  increased  by  $.6  million  or  1.4%  for  the  three  months ended
September  30,  2000  as compared to the 1999 period. This increase is primarily
due  to  the  acquisition  of  1350  Avenue  of  the  Americas  in January 2000.
Offsetting  the  increase  in  Property Expenses is a reduction of approximately
$.8  million  and  $2.2  million,  respectively,  relating  to the RMI and Tower
dispositions.

     Gross  Operating  Margins  (defined  as  Property  Operating  Revenues less
Property  Expenses,  taken  as  a percentage of Property Operating Revenues) for
the  three  months  ended  September  30  ,  2000  and 1999 were 64.4% and 63.3%
respectively.  The increase in Gross Operating Margins is primarily attributable
to the increase in rental rates and occupancy levels.

     Marketing,  general  and administrative expenses decreased by approximately
$215,000  for  the three months ended September 30, 2000 as compared to the 1999
period.  Marketing, general and administrative expenses as a percentage of total
revenues  were 4.3% for the three months ended September 30, 2000 as compared to
5.0% for the 1999 period.

     Interest  expense  increased  by  $3.5  million  for the three months ended
September  30,  2000  as compared to the 1999 period. The increase is due to new
debt  incurred  with  the  1350  Avenue  of  the  Americas  acquisition  and  is
attributable  to  an increase in interest expense on the Operating Partnership's
variable rate debt due to rising interest rates.

     The  Operating  Partnership's  total revenues increased by $90.7 million or
31.0%  for  the  nine  months  ended  September 30, 2000 as compared to the 1999
period.  Property  Operating  Revenues,  increased by $64.8 million or 24.2% for
the  nine  months  ended  September 30, 2000 as compared to the 1999 period. The
increase  in  Property  Operating  Revenues is substantially attributable to the
properties  retained  from  the  Tower  portfolio  acquisition  in May 1999, the
acquisition  of  the  first  mortgage  note  secured  by 919 Third Avenue (which
property  and  other  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  $8.9  million  from  increases in occupancies and rental rates in
our  "same  store"  properties.  Offsetting  the  increase in Property Operating
Revenues  was  the  negative  impact  of  approximately  $14.8  million  of rent
attributable  to  the  RMI  disposition  and  approximately $7.3 million of rent
attributable   from  Tower  properties  disposed  of  subsequent  to  the  Tower
transaction.  The Operating Partnership's base rent reflects the positive impact
of  the straight-line rent adjustment of $25.0 million for the nine months ended
September  30, 2000 as compared to $6.8 million for the 1999 period. Included in
the  $25.0  million  is  $13.6  million  attributable  to 919 Third Avenue. This
amount  is attributable to the free rent periods contained in the three tenants'
leases  which  replaced  the  major  tenant  vacating  as  described  above. The
remaining  balance of the increase in total revenues is attributable to the gain
on  sales  of  real  estate,  interest income and fees relating to the FrontLine
Facility  and  the  RSVP  Commitment  and  earnings generated by RSVP-controlled
joint venture REIT-qualified investments.

     Property  Expenses  increased by $24.7 million or 27.1% for the nine months
ended  September  30,  2000  as  compared  to  the 1999 period. This increase is
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.  Offsetting the increases in
Property  Expenses  is a reduction of expenses of approximately $2.2 million and
$3.2 million, respectively, relating to the RMI and Tower dispositions.

     Gross  Operating  Margins for the nine months ended September 30 , 2000 and
1999  were  65.1%  and  65.9%,  respectively.  The  decrease  in Gross Operating
Margins  is  primarily  attributable  to  a  larger 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  margins  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 occupancies and
operating efficiencies realized.

     Marketing,  general  and  administrative expenses increased by $3.8 million
for  the  nine  months  ended September 30, 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


                                       15
<PAGE>

associated  with  the  growth of the Operating Partnership including the opening
of   its   New  York  City  division  in  March  1999.  Marketing,  general  and
administrative  expenses  as  a  percentage  of total revenues were 4.9% for the
nine months ended September 30, 2000 as compared to 5.1% for the 1999 period.

     Interest  expense  increased  by  $18.7  million  for the nine months ended
September  30,  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  and  an  increased  cost attributable to an
increased  average  balance  on  the  Operating  Partnership's  unsecured credit
facility   and  term  loan.  The  weighted  average  balance  on  the  Operating
Partnership's  unsecured  credit  facility  and term loan was $465.6 million for
the  nine  months ended September 30, 2000 as compared to $446.1 million for the
nine months ended September 30, 1999.


LIQUIDITY AND CAPITAL RESOURCES

     On  September 7, 2000, the Operating Partnership obtained a three year $575
million  unsecured  revolving  credit  facility (the "Credit Facility") from The
Chase  Manhattan  Bank,  as administrative agent, UBS Warburg LLC as syndication
agent  and  Deutsche Bank as documentation agent. The Credit Facility matures in
September,  2003  and  borrowings under the Credit Facility are currently priced
off of LIBOR plus 105 basis points.

     The  Credit  Facility  replaced  the  Operating Partnership's existing $500
million  unsecured  credit  facility  (together  with  the  Credit Facility, the
"Credit  Facility")  and  $75  million  term loan. As a result, certain deferred
loan  costs  incurred  in connection with the existing unsecured credit facility
and  term  loan  were  written off. Such amount is reflected as an extraordinary
loss in the Operating Partnership's consolidated statements of income.

     The  Operating  Partnership  utilizes  the  Credit  Facility  primarily  to
finance  real  estate  investments,  fund its real estate development activities
and  for  working  capital  purposes.  At  September  30,  2000,  the  Operating
Partnership  had  availability under the Credit Facility to borrow an additional
$212.4  million  (of  which,  $62.3  million  has been allocated for outstanding
undrawn letters of credit).

     On  November  2,  2000,  the  Operating  Partnership  obtained a three year
secured  $250  million  first mortgage commitment on the property located at 919
Third  Avenue,  New York N. Y. Interest rates on borrowings under the commitment
are  based  on  LIBOR  plus  a spread ranging from 110 basis points to 140 basis
points  based  upon the outstanding balance. At closing, $200 million was funded
under  the  commitment  at  an  interest rate of LIBOR plus 120 basis points. In
addition,  in  connection  with  the $200 million initial funding, the Operating
Partnership  purchased  a  LIBOR interest rate hedge that provides for a maximum
LIBOR   rate  of  9.25%.  The  initial  funding  was  used  primarily  to  repay
outstanding borrowings under the Operating Partnership's Credit Facility.

     On  May  24,  1999,  the  Operating  Partnership  issued 11,694,567 Class B
common  units  of  general partnership interest to the Company which were valued
for  GAAP  purposes  at  $26  per  unit for total consideration of approximately
$304.1  million.  The  Class  B common units were entitled to receive an initial
annual  distribution  of  $2.24  per  unit,  which  distribution  is  subject to
adjustment  annually.  On  July  1, 2000, the annual distribution on the Class B
common units was increased to $2.40 per unit.

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

     On  June  20,  2000,  the  Operating  Partnership  issued 4,181,818 Class A
common  units  in  exchange for four million Series E preferred units of general
partnership interest with a liquidation preference value of $100 million.

     As  of September 30, 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.


                                       16
<PAGE>

     The  Operating  Partnership's  indebtedness  at  September 30, 2000 totaled
approximately  $1.3  billion  (including its share of joint venture debt and net
of  the  minority  partners'  interests)  and  was  comprised  of $362.6 million
outstanding  under  the  Credit Facility, approximately $449.4 million of senior
unsecured  notes  and  approximately  $516.7  million  of mortgage indebtedness.
Based   on   the   Operating   Partnership's   total  market  capitalization  of
approximately  $3.4  billion  at September 30, 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   and  (iv)  the  $1.3  billion  of  debt),  the  Operating
Partnership's   debt   represented  approximately  39.5%  of  its  total  market
capitalization.

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

INFLATION

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

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

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  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.


                                       17
<PAGE>

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

<TABLE>
<CAPTION>
                                                           THREE MONTHS ENDED           NINE MONTHS ENDED
                                                              SEPTEMBER 30,               SEPTEMBER 30,
                                                        -------------------------   -------------------------
                                                            2000          1999          2000          1999
                                                        -----------   -----------   -----------   -----------
<S>                                                     <C>           <C>           <C>           <C>
Income before extraordinary loss ....................    $ 36,249      $ 25,574      $  80,988     $ 52,579
Less: extraordinary loss ............................       1,571           629          1,571          629
                                                         --------      --------      ---------     --------
Net income available to common unit holders .........      34,678        24,945         79,417       51,950
Adjustment for Funds From Operations:
Add:
 Real estate depreciation and amortization ..........      23,632        21,312         66,184       54,406
 Minority partners' interests in consolidated
   partnerships .....................................       1,874         2,150          5,773        4,933
 Extraordinary loss .................................       1,571           629          1,571          629
Less:
 Gain on sales of real estate .......................      15,206        10,052         21,868       10,052
 Amount distributed to minority partners in
   consolidated partnerships ........................       2,247         2,607          6,764        6,031
                                                         --------      --------      ---------     --------
 Funds From Operations ..............................    $ 44,302      $ 36,377      $ 124,313     $ 95,835
                                                         ========      ========      =========     ========
 Weighted average units outstanding .................      63,157        59,526         60,293       53,430
                                                         ========      ========      =========     ========
</TABLE>


                                       18
<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  nine  month period ended September 30, 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>
                                                                                                           NINE MONTHS
                                                                                            1996 -1999        ENDED
                                1996           1997            1998            1999          AVERAGE      SEPT. 30, 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     $ 2,376,738
 Per Square Foot .........        0.13            0.22            0.23            0.23            0.20            0.24
CBD OFFICE PROPERTIES
 Total ...................         N/A            N/A             N/A             N/A             N/A      $   916,657
 Per Square Foot .........         N/A            N/A             N/A             N/A             N/A             0.43
INDUSTRIAL PROPERTIES
 Total ...................   $ 670,751     $   733,233     $ 1,205,266     $ 1,048,688     $   914,485     $   658,848
 Per Square Foot .........        0.18            0.15            0.12            0.11            0.14            0.09

</TABLE>

 NON-INCREMENTAL REVENUE GENERATING TENANT IMPROVEMENTS AND LEASING COMMISSIONS

<TABLE>
<CAPTION>
                                                                                                                  NINE MONTHS
                                                                                                    1996-1999        ENDED
                                         1996          1997            1998            1999          AVERAGE     SEPT. 30, 2000
                                    ------------- -------------- --------------- --------------- -------------- ---------------
<S>                                 <C>           <C>            <C>             <C>             <C>            <C>
LONG ISLAND OFFICE PROPERTIES
 Tenant Improvements ..............   $ 523,574     $  784,044     $ 1,140,251     $ 1,009,357     $  864,307     $ 2,373,409
 Per Square Foot Improved .........        4.28           7.00            3.98            4.73           5.00            6.37
 Leasing Commissions ..............   $ 119,047     $  415,822     $   418,191     $   551,762     $  376,206     $ 1,995,078
 Per Square Foot Leased ...........        0.97           4.83            1.46            2.59           2.46            4.88
                                      ---------     ----------     -----------     -----------     ----------     -----------
 Total Per Square Foot ............   $    5.25     $    11.83     $      5.44     $      7.32     $     7.46     $     11.25
                                      =========     ==========     ===========     ===========     ==========     ===========
WESTCHESTER OFFICE PROPERTIES
 Tenant Improvements ..............   $ 834,764     $1,211,665     $   711,160     $ 1,316,611     $1,018,550     $   992,895
 Per Square Foot Improved .........        6.33           8.90            4.45            5.62           6.33            4.39
 Leasing Commissions ..............   $ 264,388     $  366,257     $   286,150     $   457,730     $  343,631     $   340,099
 Per Square Foot Leased ...........        2.00           2.69            1.79            1.96           2.11            3.00
                                      ---------     ----------     -----------     -----------     ----------     -----------
 Total Per Square Foot ............   $    8.33     $    11.59     $      6.24     $      7.58     $     8.44     $      7.39
                                      =========     ==========     ===========     ===========     ==========     ===========
CONNECTICUT OFFICE PROPERTIES (A)
 Tenant Improvements ..............   $  58,000     $1,022,421     $   202,880     $   179,043     $  449,952     $   342,973
 Per Square Foot Improved .........       12.45          13.39            5.92            4.88           9.16            4.86
 Leasing Commissions ..............   $       0     $  256,615     $   151,063     $   110,252     $  159,363     $   277,483
 Per Square Foot Leased ...........        0.00           3.36            4.41            3.00           2.69            3.93
                                      ---------     ----------     -----------     -----------     ----------     -----------
 Total Per Square Foot ............   $   12.45     $    16.75     $     10.33     $      7.88     $    11.85     $      8.79
                                      =========     ==========     ===========     ===========     ==========     ===========
NEW JERSEY OFFICE PROPERTIES
 Tenant Improvements ..............      N/A           N/A         $   654,877     $   454,054     $  554,466     $ 1,724,101
 Per Square Foot Improved .........      N/A           N/A                3.78            2.29           3.04            8.11
 Leasing Commissions ..............      N/A           N/A         $   396,127     $   787,065     $  591,596     $ 1,205,706
 Per Square Foot Leased ...........      N/A           N/A                2.08            3.96           3.02            5.76
                                      ---------     ----------     -----------     -----------     ----------     -----------
 Total Per Square Foot ............      N/A           N/A         $      5.86     $      6.25     $     6.06     $     13.87
                                      =========     ==========     ===========     ===========     ==========     ===========
NEW YORK OFFICE PROPERTIES
 Tenant Improvements ..............      N/A           N/A             N/A             N/A            N/A         $    11,977
 Per Square Foot Improved .........      N/A           N/A             N/A             N/A            N/A                0.51
 Leasing Commissions ..............      N/A           N/A             N/A             N/A            N/A         $   212,673
 Per Square Foot Leased ...........      N/A           N/A             N/A             N/A            N/A                9.01
                                      ---------     ----------     -----------     -----------     ----------     -----------
 Total Per Square Foot ............      N/A           N/A             N/A             N/A            N/A         $      9.52
                                      =========     ==========     ===========     ===========     ==========     ===========
INDUSTRIAL PROPERTIES
 Tenant Improvements ..............   $ 380,334     $  230,466     $   283,842     $   375,646     $  317,572     $   360,691
 Per Square Foot Improved .........        0.72           0.55            0.76            0.25           0.57            0.64
 Leasing Commissions ..............   $ 436,213     $   81,013     $   200,154     $   835,108     $  388,122     $   137,184
 Per Square Foot Leased ...........        0.82           0.19            0.44            0.56           0.50            0.24
                                      ---------     ----------     -----------     -----------     ----------     -----------
 Total Per Square Foot ............   $    1.54     $     0.74     $      1.20     $      0.81     $     1.07     $      0.88
                                      =========     ==========     ===========     ===========     ==========     ===========
</TABLE>

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


                                       19
<PAGE>

                               LEASE EXPIRATIONS

     The  following  table  sets  forth scheduled lease expirations for executed
leases as of September 30, 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 ....................        13              37,717              1.2%           $ 21.01         $ 23.39
2001 ....................        40             179,285              5.8%           $ 22.94         $ 24.62
2002 ....................        33             165,462              5.4%           $ 22.24         $ 24.82
2003 ....................        49             291,296              9.4%           $ 22.12         $ 25.09
2004 ....................        45             275,654              8.9%           $ 23.04         $ 25.84
2005 ....................        67             603,218             19.5%           $ 22.17         $ 24.66
2006 AND THEREAFTER .....        85           1,543,154             49.8%                --              --
                                 --           ---------            -----
TOTAL ...................       332           3,095,786            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               5.6%           $ 27.39         $ 34.02
2002 ....................         4             80,060              13.8%           $ 26.23         $ 30.60
2003 ....................         6             81,809              14.1%           $ 29.60         $ 34.59
2004 ....................         4            112,414              19.4%           $ 26.05         $ 33.44
2005 ....................         7             59,166              10.2%           $ 27.99         $ 34.47
2006 AND THEREAFTER .....         8            214,323              36.9%                --              --
                                 --            -------             -----
TOTAL ...................        33            580,452             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 ....................        10             213,450              4.3%            $ 4.74          $ 5.43
2001 ....................        28             557,139             11.2%            $ 5.42          $ 6.77
2002 ....................        26             240,344              4.8%            $ 6.43          $ 7.19
2003 ....................        30             731,234             14.7%            $ 5.30          $ 6.11
2004 ....................        34             634,085             12.8%            $ 6.40          $ 7.10
2005 ....................        18             396,810              8.0%            $ 5.81          $ 7.96
2006 AND THEREAFTER .....        49           2,192,911             44.2%                --              --
                                 --           ---------            -----
TOTAL ...................       195           4,965,973            100.0%
                                ===           =========            =====
</TABLE>


                                       20
<PAGE>

                       LEASE EXPIRATIONS -- (CONTINUED)

RESEARCH AND DEVELOPMENT PROPERTIES:

<TABLE>
<CAPTION>
         YEAR OF                           TOTAL RENTABLE        % OF TOTAL            PER             PER
          LEASE                NUMBER        SQUARE FEET      RENTABLE SQUARE      SQUARE FOOT     SQUARE FOOT
        EXPIRATION           OF LEASES        EXPIRING         FEET EXPIRING      S/L RENT (1)      RENT (2)
-------------------------   -----------   ----------------   -----------------   --------------   ------------
<S>                              <C>          <C>                  <C>              <C>             <C>
2000 ....................         2              13,204              1.1%           $ 15.04         $ 11.60
2001 ....................         7              96,120              7.5%           $ 11.61         $ 13.21
2002 ....................         3             118,620              9.3%           $ 10.19         $ 11.80
2003 ....................         5             244,648             19.1%           $  5.01         $  5.88
2004 ....................        10             129,218             10.1%           $ 11.98         $ 13.43
2005 ....................         4             359,417             28.1%           $  8.33         $  9.27
2006 AND THEREAFTER .....        13             317,457             24.8%                --              --
                                 --             -------            -----
TOTAL ...................        44           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 ....................        12              39,684              1.3%           $ 21.57         $ 21.50
2001 ....................        39             255,484              8.3%           $ 20.73         $ 21.12
2002 ....................        47             459,105             14.8%           $ 20.20         $ 20.47
2003 ....................        43             263,153              8.5%           $ 21.94         $ 23.26
2004 ....................        26             158,602              5.1%           $ 21.08         $ 22.04
2005 ....................        48             381,712             12.3%           $ 24.97         $ 25.17
2006 AND THEREAFTER .....        46           1,539,039             49.7%                --              --
                                 --           ---------            -----
TOTAL ...................       261           3,096,779            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 ....................        10              30,373              2.9%           $ 21.22         $ 21.22
2001 ....................        22             136,087             12.9%           $ 22.58         $ 25.11
2002 ....................        20             100,199              9.5%           $ 27.39         $ 28.30
2003 ....................        14              95,298              9.1%           $ 31.50         $ 32.26
2004 ....................        20             221,929             21.1%           $ 22.85         $ 23.74
2005 ....................        23             109,943             10.4%           $ 28.28         $ 30.27
2006 AND THEREAFTER .....        20             359,099             34.1%                --              --
                                 --             -------            -----
TOTAL ...................       129           1,052,928            100.0%
                                ===           =========            =====
</TABLE>


                                       21
<PAGE>

                       LEASE EXPIRATIONS -- (CONTINUED)

NEW JERSEY OFFICE PROPERTIES:

<TABLE>
<CAPTION>
         YEAR OF                           TOTAL RENTABLE        % OF TOTAL            PER             PER
          LEASE                NUMBER        SQUARE FEET      RENTABLE SQUARE      SQUARE FOOT     SQUARE FOOT
        EXPIRATION           OF LEASES        EXPIRING         FEET EXPIRING      S/L RENT (1)      RENT (2)
-------------------------   -----------   ----------------   -----------------   --------------   ------------
<S>                             <C>           <C>                  <C>              <C>             <C>
2000 ....................         4              12,054              0.6%           $ 20.54         $ 21.49
2001 ....................        21             239,999             12.3%           $ 17.85         $ 18.08
2002 ....................        21             184,595              9.4%           $ 19.80         $ 20.43
2003 ....................        20             335,298             17.2%           $ 19.94         $ 20.04
2004 ....................        34             244,184             12.5%           $ 22.44         $ 22.98
2005 ....................        34             382,221             19.6%           $ 22.56         $ 23.61
2006 AND THEREAFTER .....        18             555,154             28.4%                --              --
                                 --             -------            -----
TOTAL ...................       152           1,953,505            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 ....................         5              55,468              1.6%           $ 38.28         $ 38.32
2001 ....................        18             134,464              3.9%           $ 33.07         $ 30.43
2002 ....................        18             184,130              5.4%           $ 32.02         $ 32.87
2003 ....................         7             115,726              3.4%           $ 31.89         $ 32.34
2004 ....................        20             223,686              6.6%           $ 36.74         $ 37.72
2005 ....................        34             437,590             12.8%           $ 35.58         $ 36.89
2006 AND THEREAFTER .....       114           2,262,900             66.3%                --              --
                                ---           ---------            -----
TOTAL ...................       216           3,413,964            100.0%
                                ===           =========            =====
</TABLE>

(1)  Per square foot rental rate represents  annualized straight line rent as of
     the lease expiration date.

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


                                       22
<PAGE>

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

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

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

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

     The  following  table sets forth the Operating Partnership's long term debt
obligations  by  scheduled  principal  cash  flow  payments  and  maturity date,
weighted  average  interest  rates  and  estimated  FMV  at  September  30, 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 .............................   $ 1,872     $ 23,227     $  17,014     $   8,907     $ 112,372
 Weighted average interest rate .........      7.76%        7.59%         7.80%         7.79%         7.50%
 Variable rate ..........................   $    --     $ 70,000     $      --     $ 362,600     $      --
 Weighted average interest rate .........        --         8.28%           --          7.68%           --

<CAPTION>
                                           THEREAFTER     TOTAL(1)        FMV
                                          ------------ ------------- ------------
<S>                                       <C>          <C>           <C>
Long term debt:
 Fixed rate .............................  $ 747,427     $ 910,819    $ 910,819
 Weighted average interest rate .........       7.56%         7.56%
 Variable rate ..........................  $      --     $ 432,600    $ 432,600
 Weighted average interest rate .........         --          7.77%
</TABLE>

----------------
(1) Includes  unamortized  issuance  discounts  of $633,000 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 $4.3 million
annual  increase  in  interest  expense based on approximately $432.6 million of
variable rate debt outstanding at September 30, 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 September 30, 2000 (dollars in thousands):





<TABLE>
<CAPTION>
                                                       FOR THE YEAR ENDED DECEMBER 31,
                                          ---------------------------------------------------------
                                               2000         2001        2002     2003      2004
                                          -------------- ---------- ----------- ------ ------------
<S>                                       <C>            <C>        <C>         <C>    <C>
Mortgage notes and notes receivable:
 Fixed rate .............................   $  277,551    $     15   $  6,326    $ --    $ 36,500
 Weighted average interest rate .........         9.41%       9.00%     10.22%     --       10.23%

<CAPTION>
                                           THEREAFTER     TOTAL (2)        FMV
                                          ------------ -------------- ------------
<S>                                       <C>          <C>            <C>
Mortgage notes and notes receivable:
 Fixed rate .............................   $ 16,990     $  337,382    $ 337,382
 Weighted average interest rate .........      11.65%          9.63%
</TABLE>

----------------
(2) Excludes   mortgage   note   receivable   acquisition   costs  and  interest
receivables aggregating approximately $15.4 million.


                                       23
<PAGE>

                         PART II -- OTHER INFORMATION

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

            On October 13, 2000, the Company, in its capacity as general partner
      of the Operating  Partnership,  authorized a distribution of one preferred
      unit purchase right (a "Right") for each  outstanding  Class A common unit
      of  the  Operating  Partnership  under  a  unitholder  rights  plan.  This
      distribution  was made to all holders of record on October 27, 2000.  Each
      Right generally  entitles the holder to purchase one  one-thousandth  of a
      series of junior participating  preferred units (the "Preferred Units") at
      a price  of  $84.44  per  one  one-thousandth  of a  Preferred  Unit  (the
      "Purchase  Price").  The Rights expire on October 13, 2010, unless earlier
      redeemed by the Operating Partnership.

            The  Rights  are  generally  exercisable  only if a person  or group
      becomes the  beneficial  owner of 15% or more of the  outstanding  Class A
      common stock of the Company or announces a tender offer for 15% or more of
      the Company's outstanding stock (an "Acquiring Person"). In the event that
      a person or group  becomes an  Acquiring  Person,  each holder of a Right,
      excluding  the  Acquiring  Person,  will have the right to  receive,  upon
      exercise,  Class A common units or one  one-thousandth of a Preferred Unit
      having a value equal to two times the Purchase Price of the Right.

            The Company  adopted a similar  purchase rights plan with respect to
      its common stock at the same time the unitholder rights plan was adopted.

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>
  27.0        Financial Data Schedule

</TABLE>

    b)   During  the  three months ended September 30, 2000 the Registrant filed
          the following reports on Form 8K:

          None

                                  SIGNATURES

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


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




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

DATE: November 9, 2000


                                       24