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


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

                                    FORM 10-Q

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



                 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2001



                        COMMISSION FILE NUMBER: 1-13762



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


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




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

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

</TABLE>

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



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


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

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>

                      RECKSON OPERATING PARTNERSHIP, L.P.
                                QUARTERLY REPORT
                   FOR THE THREE MONTHS ENDED MARCH 31, 2001


                                TABLE OF CONTENTS


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

Item 1.  Financial Statements

         Consolidated Balance Sheets as of March 31, 2001 (unaudited) and
         December 31, 2000 ...................................................................   2

         Consolidated Statements of Income for the three months ended March 31, 2001 and
         2000 (unaudited) ....................................................................   3

         Consolidated Statements of Cash Flows for the three months ended March 31, 2001 and
         2000 (unaudited) ....................................................................   4

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

Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations  11

Item 3.  Quantitative and Qualitative Disclosures about Market Risk ..........................  16

PART II. OTHER INFORMATION

Item 1.  Legal Proceedings ...................................................................  21

Item 2.  Changes in Securities and Use of Proceeds ...........................................  21

Item 3.  Defaults Upon Senior Securities .....................................................  21

Item 4.  Submission of Matters to a Vote of Securities Holders ...............................  21

Item 5.  Other Information ...................................................................  21

Item 6.  Exhibits and Reports on Form 8-K ....................................................  21

SIGNATURES .................................................................................    21
</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>
                                                                                      MARCH 31, 2001      DECEMBER 31,
                                                                                        (UNAUDITED)           2000
                                                                                     ----------------   ---------------
<S>                                                                                  <C>                <C>
ASSETS:
Commercial real estate properties, at cost:
 Land ............................................................................     $   398,139        $   396,482
 Buildings and improvements ......................................................       2,268,512          2,219,448
Developments in progress:
 Land ............................................................................          63,263             60,918
 Development costs ...............................................................          81,980             93,759
Furniture, fixtures and equipment ................................................           7,240              7,138
                                                                                       -----------        -----------
                                                                                         2,819,134          2,777,745
 Less accumulated depreciation ...................................................        (308,853)          (288,479)
                                                                                       -----------        -----------
                                                                                         2,510,281          2,489,266
Investments in real estate joint ventures ........................................          76,584             43,534
Investment in mortgage notes and notes receivable ................................          58,222             58,220
Cash and cash equivalents ........................................................          29,806             16,624
Tenant receivables ...............................................................          12,699             11,511
Investments in and advances to affiliates ........................................         176,002            180,593
Deferred rents receivable ........................................................          79,133             67,930
Prepaid expenses and other assets ................................................          60,690             68,759
Contract and land deposits and pre-acquisition costs .............................           2,445              1,676
Deferred lease and loan costs ....................................................          60,789             61,681
                                                                                       -----------        -----------
TOTAL ASSETS .....................................................................     $ 3,066,651        $ 2,999,794
                                                                                       ===========        ===========
LIABILITIES
Mortgage notes payable ...........................................................     $   727,088        $   728,971
Unsecured credit facility ........................................................         304,600            216,600
Senior unsecured notes ...........................................................         449,404            449,385
Accrued expenses and other liabilities ...........................................          72,910             93,520
Distributions payable ............................................................          28,983             28,801
                                                                                       -----------        -----------
TOTAL LIABILITIES ................................................................       1,582,985          1,517,277
                                                                                       -----------        -----------
Commitments and other comments ...................................................              --                 --
Minority interests' in consolidated partnerships .................................         227,001            226,350
                                                                                       -----------        -----------
PARTNERS' CAPITAL
Preferred Capital, 11,234,518 units outstanding ..................................         313,126            313,126
General Partner's Capital:
 Class A common units, 45,812,864 and 45,352,286 units outstanding,
   respectively ..................................................................         576,811            575,570
 Class B common units, 10,283,513 units outstanding ..............................         269,587            270,118
Limited Partners' Capital, 7,692,142 and 7,694,642 units outstanding, respectively          97,141             97,353
                                                                                       -----------        -----------
Total Partners' Capital ..........................................................       1,256,665          1,256,167
                                                                                       -----------        -----------
TOTAL LIABILITIES AND PARTNERS' CAPITAL ..........................................     $ 3,066,651        $ 2,999,794
                                                                                       ===========        ===========
</TABLE>

                (see accompanying notes to financial statements)


                                        2
<PAGE>

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





<TABLE>
<CAPTION>
                                                                                     THREE MONTHS ENDED
                                                                                          MARCH 31,
                                                                               -------------------------------
                                                                                    2001             2000
                                                                               --------------   --------------
<S>                                                                            <C>              <C>
REVENUES:
Base rents .................................................................    $   107,494      $    94,400
Tenant escalations and reimbursements ......................................         15,945           12,847
Equity in earnings of real estate joint ventures and service companies .....            398            1,413
Interest income on mortgage notes and notes receivable .....................          1,508            2,285
Investment and other income ................................................          5,530            6,713
                                                                                -----------      -----------
 Total Revenues ............................................................        130,875          117,658
                                                                                -----------      -----------
EXPENSES:
Property operating expenses ................................................         40,994           38,289
Marketing, general and administrative ......................................          6,484            5,745
Interest ...................................................................         23,631           23,840
Depreciation and amortization ..............................................         23,521           21,012
                                                                                -----------      -----------
 Total Expenses ............................................................         94,630           88,886
                                                                                -----------      -----------
Income before distributions to preferred unit holders and minority
 interests .................................................................         36,245           28,772
Minority partners' interests in consolidated partnerships ..................         (5,755)          (1,975)
                                                                                -----------      -----------
Net income .................................................................         30,490           26,797
Preferred unit distributions ...............................................         (6,085)          (7,985)
                                                                                -----------      -----------
Net income available to common unit holders ................................    $    24,405      $    18,812
                                                                                ===========      ===========
Net Income available to:
 General Partner - Class A common units ....................................    $    16,050      $    11,946
 General Partner - Class B common units ....................................          5,640            4,589
 Limited Partners' .........................................................          2,715            2,277
                                                                                -----------      -----------
Total ......................................................................    $    24,405      $    18,812
                                                                                ===========      ===========
Net income per weighted average units:
 Net income per weighted average Class A general partnership unit ..........    $       .35      $       .30
                                                                                ===========      ===========
 Net income per weighted average Class B general partnership unit ..........    $       .55      $       .45
                                                                                ===========      ===========
 Net income per weighted average limited partnership unit ..................    $       .35      $       .30
                                                                                ===========      ===========
Weighted average common units outstanding: .................................
 General Partner - Class A common units ....................................     45,483,544       40,382,182
 General Partner - Class B common units ....................................     10,283,513       10,283,598
 Limited Partners ..........................................................      7,693,386        7,699,593

</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>
                                                                                     THREE MONTHS ENDED
                                                                                         MARCH 31,
                                                                                ----------------------------
                                                                                    2001            2000
                                                                                ------------   -------------
<S>                                                                             <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income ..................................................................    $  30,490      $   26,797
Adjustments to reconcile net income to net cash provided by operating
 activities:
 Depreciation and amortization ..............................................       23,521          21,012
 Minority partners' interests in consolidated partnerships ..................        5,755           1,975
 Equity in earnings of real estate joint ventures and service companies .....         (398)         (1,413)
Changes in operating assets and liabilities:
 Prepaid expenses and other assets ..........................................       13,252           5,763
 Tenant receivables .........................................................       (1,188)          1,120
 Deferred rents receivable ..................................................      (11,203)         (4,465)
 Real estate tax escrows ....................................................       (1,937)            926
 Accrued expenses and other liabilities .....................................      (12,093)         (5,935)
                                                                                 ---------      ----------
 Net cash provided by operating activities ..................................       46,199          45,780
                                                                                 ---------      ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
 Purchases of commercial real estate properties .............................           --        (139,426)
 Increase in deposits and pre-acquisition costs .............................         (795)           (928)
 Proceeds from mortgage note receivable repayments ..........................            3             685
 Additions to commercial real estate properties .............................      (43,568)         (8,655)
 Additions to developments in progress ......................................       (5,078)         (9,642)
 Payment of leasing costs ...................................................       (3,102)         (2,642)
 Additions to furniture, fixtures and equipment .............................         (113)           (359)
 Distribution from a real estate joint venture ..............................           --             140
 Investments in real estate joint ventures ..................................      (32,752)            (83)
                                                                                 ---------      ----------
 Net cash used in investing activities ......................................      (85,405)       (160,910)
                                                                                 ---------      ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
 Principal payments on secured borrowings ...................................       (1,883)         (1,666)
 Payment of loan costs ......................................................         (334)         (1,617)
 Investments in and advances to affiliates ..................................        3,099         (18,210)
 Proceeds from secured borrowings ...........................................           --          70,000
 Proceeds from unsecured credit facility ....................................       88,000         110,000
 Contributions ..............................................................        1,338             195
 Distributions ..............................................................      (32,728)        (31,592)
 Distributions to minority partners in consolidated partnerships ............       (5,104)         (2,060)
                                                                                 ---------      ----------
 Net cash provided by financing activities ..................................       52,388         125,050
                                                                                 ---------      ----------
 Net increase in cash and cash equivalents ..................................       13,182           9,920
 Cash and cash equivalents at beginning of period ...........................       16,624          21,122
                                                                                 ---------      ----------
 Cash and cash equivalents at end of period .................................    $  29,806      $   31,042
                                                                                 =========      ==========

</TABLE>

                (see accompanying notes to financial statements)

                                        4
<PAGE>

                      RECKSON OPERATING PARTNERSHIP, L.P.
                NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                               MARCH 31, 2001
                                   (UNAUDITED)


1. ORGANIZATION AND FORMATION OF THE OPERATING PARTNERSHIP

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

     During June 1995, the Company contributed approximately $162 million in
cash to the Operating Partnership in exchange for an approximate 73% general
partnership interest. The Operating Partnership executed various option and
purchase agreements whereby it issued 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.

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

     The minority interests at March 31, 2001, 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 accounting principles generally accepted in the United States
("GAAP") may have been condensed or omitted pursuant to such rules and
regulations, although management believes that the disclosures are adequate to
make the information presented not misleading. The unaudited financial
statements as of March 31, 2001 and for the three month periods


                                        5
<PAGE>

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

     Financial Accounting Standards Board's ("FASB") Statement No. 133,
"Accounting for Derivative Instruments and Hedging Activities," ("SFAS 133")
which became effective January 1, 2001 requires the Operating Partnership to
recognize all derivatives on the balance sheet at fair value. Derivatives that
are not hedges must be adjusted to fair value through income. If a derivative is
a hedge, depending on the nature of the hedge, changes in the fair value of the
derivative will either be offset against the change in fair value of the hedged
asset, liability, or firm commitment through earnings, or recognized in other
comprehensive income until the hedged item is recognized in earnings. The
ineffective portion of a derivative's change in fair value will be immediately
recognized in earnings. As of January 1, 2001, the carrying value of the
Operating Partnership's derivatives equaled their fair value and as a result no
cumulative effect changes were recorded. Additionally, as of March 31, 2001, the
carrying value of the Operating Partnership's derivatives equaled their fair
value resulting in no adjustment to income.

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


3. MORTGAGE NOTES PAYABLE

     As of March 31, 2001, the Operating Partnership had approximately $457.1
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, as of March 31, 2001, the Operating Partnership had $270
million of variable rate mortgage notes which mature between 2001 and 2003. The
notes are secured by two properties and have a weighted average interest rate of
LIBOR plus 132 basis points. The Operating Partnership is currently negotiating
to refinance both of these notes to long term, fixed rate mortgage notes.


4. SENIOR UNSECURED NOTES

     As of March 31, 2001, the Operating Partnership had outstanding
approximately $449.4 million (net of issuance discounts) of senior unsecured
notes (the "Senior Unsecured Notes"). The following table sets forth the
Operating Partnership's Senior Unsecured Notes and other related disclosures
(dollars in thousands):

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

</TABLE>

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


5. UNSECURED CREDIT FACILITY

     As of March 31, 2001, the Operating Partnership had a three year $575
million unsecured revolving credit facility (the "Credit Facility") from The
Chase Manhattan Bank, as administrative agent, UBS Warburg LLC as syndication
agent and Deutsche Bank as documentation agent. The Credit Facility matures in
September, 2003 and borrowings under the Credit Facility are currently priced
off of LIBOR plus 105 basis points.


                                        6
<PAGE>

     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 March 31, 2001, the Operating Partnership had
availability under the Credit Facility to borrow an additional $270.4 million
(of which, $49.6 million has been allocated for outstanding undrawn letters of
credit).

6. COMMERCIAL REAL ESTATE INVESTMENTS

     As of March 31, 2001, the Operating Partnership owned and operated 82
office properties (inclusive of ten office properties owned through joint
ventures) comprising approximately 14.4 million square feet,104 industrial
properties comprising approximately 6.8 million square feet and two retail
properties comprising approximately 20,000 square feet located in the Tri-State
Area. During the quarter ended March 31, 2001, the Operating Partnership
completed the development of one office property encompassing approximately
277,500 square feet and one industrial property encompassing approximately
206,000 square feet. Both of these properties are located on Long Island. As of
March 31, 2001, the Operating Partnership is in the process of developing a
315,000 square foot office building located in New Jersey. The Operating
Partnership also owns a 357,000 square foot office building located in Orlando,
Florida and approximately 290 acres of land in 13 separate parcels of which the
Operating Partnership can develop approximately 1.4 million square feet of
office space and approximately 224,000 square feet of industrial space. The
Operating Partnership also has invested approximately $2.9 million in a mortgage
note encumbering approximately 97 acres of land, approximately $17.0 million in
a note receivable secured by a partnership interest in Omni Partners, L.P.,
owner of the Omni, a 575,000 square foot Class A office property located in
Uniondale, New York and $36.5 million under three notes which are secured by a
minority partners' preferred interest in the Operating Partnership.

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

     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 April 4, 2001,
Crescent gave notice to the Company of its intention to convert its preferred
interest into shares of the Company's Class A common stock.

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

7. PARTNERS' CAPITAL

     On 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.


                                        7
<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 March 12, 2001, 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            April 5, 2001     April 17, 2001     March 31, 2001     $ 1.544
Class B common unit         $ .60            April 12, 2001     April 30, 2001     April 30, 2001     $ 2.40
Series A preferred unit     $ .4766          April 12, 2001     April 30, 2001     April 30, 2001     $ 1.906
Series E preferred unit     $ .52222         April 12, 2001     April 30, 2001     April 30, 2001     $ 2.089
</TABLE>

     As of March 31, 2001 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>
                                                        THREE MONTHS ENDED
                                                             MARCH 31,
                                                     -------------------------
                                                         2001          2000
                                                     -----------   -----------
<S>                                                  <C>           <C>
Cash paid during the period for interest .........    $ 34,950      $ 33,306
                                                      ========      ========
Interest capitalized during the period ...........    $  2,703      $  2,362
                                                      ========      ========
</TABLE>

9. SEGMENT DISCLOSURE

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

     In addition, the Operating Partnership does not consider (i) interest
incurred on its Credit Facility, term loan and Senior Unsecured Notes, (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 Reckson Morris Operating Partnership,
L.P. as part of its Core Portfolio's property operating performance.


                                        8
<PAGE>

     The following table sets forth the components of the Operating
Partnership's revenues and expenses and other related disclosures for the three
months ended March 31, 2001 and 2000 (in thousands):




<TABLE>
<CAPTION>
                                                                     THREE MONTHS ENDED
                                   --------------------------------------------------------------------------------------
                                                 MARCH 31, 2001                              MARCH 31, 2000
                                   ------------------------------------------- ------------------------------------------
                                        CORE                     CONSOLIDATED       CORE                     CONSOLIDATED
                                      PORTFOLIO       OTHER         TOTALS        PORTFOLIO       OTHER         TOTALS
                                   -------------- ------------- -------------- -------------- ------------- -------------
<S>                                <C>            <C>           <C>            <C>            <C>           <C>
REVENUES:
Base rents, tenant escalations and
 reimbursements ..................  $   120,722     $   2,717    $   123,439    $   104,821     $   2,426    $   107,247
Equity in earnings of
 real estate joint
 ventures and service
 companies .......................           --           398            398             --         1,413          1,413
Other income .....................          549         6,489          7,038            406         8,592          8,998
                                    -----------     ---------    -----------    -----------     ---------    -----------
Total Revenues ...................      121,271         9,604        130,875        105,227        12,431        117,658
                                    -----------     ---------    -----------    -----------     ---------    -----------
EXPENSES:
Property operating
 expenses ........................       40,354           640         40,994         37,621           668         38,289
Marketing, general
 and administrative ..............        4,624         1,860          6,484          4,967           778          5,745
Interest .........................       12,906        10,725         23,631          9,192        14,648         23,840
Depreciation and
 amortization ....................       21,535         1,986         23,521         19,334         1,678         21,012
                                    -----------     ---------    -----------    -----------     ---------    -----------
Total Expenses ...................       79,419        15,211         94,630         71,114        17,772         88,886
                                    -----------     ---------    -----------    -----------     ---------    -----------
Income (loss) before
 distributions to
 preferred unitholders
 and minority
 interests .......................  $    41,852     $  (5,607)   $    36,245    $    34,113     $  (5,341)   $    28,772
                                    ===========     =========    ===========    ===========     =========    ===========
Total Assets .....................  $ 2,449,621     $ 617,030    $ 3,066,651    $ 2,069,161     $ 836,410    $ 2,905,571
                                    ===========     =========    ===========    ===========     =========    ===========
</TABLE>


                                        9
<PAGE>

10. OTHER INVESTMENTS AND ADVANCES

     During 1997, the Company formed FrontLine Capital Group, formerly Reckson
Service Industries, Inc., ("FrontLine") and Reckson Strategic Venture Partners,
LLC ("RSVP"). In connection with the formation of FrontLine, the Operating
Partnership established a credit facility with FrontLine (the "FrontLine
Facility") in the amount of $100 million for FrontLine to use in its investment
activities, operations and other general corporate purposes. As of March 31,
2001, the Operating Partnership had advanced approximately $93.4 million under
the FrontLine Facility. The Operating Partnership also approved the funding of
investments of up to $100 million relating to RSVP (the "RSVP Commitment"),
through RSVP-controlled joint ventures (for REIT-qualified investments) or
advances made to FrontLine under terms similar to the FrontLine Facility. During
March 2001, the Operating Partnership increased the RSVP Commitment to $110
million and as of March 31, 2001, approximately $109.1 million had been funded
through the RSVP Commitment, of which $67.7 million represents investments in
RSVP-controlled (REIT-qualified) joint ventures and $41.4 million represents
advances. In addition, as of March 31, 2001, the Operating Partnership, through
its Credit Facility, has allocated approximately $3.2 million in outstanding
undrawn letters of credit for the benefit of FrontLine. As of March 31, 2001,
interest accrued under the FrontLine Facility and RSVP Commitment was
approximately $18.1 million.

     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. In March 2001, the credit
facilities were amended to provide that (i) interest is payable only at maturity
and (ii) the Company may transfer all or any portion of its rights or
obligations under the credit facilities to its affiliates. The Company requested
these changes as a result of changes in REIT tax laws.

     FrontLine currently owns an interest in HQ Global Holdings, Inc., one of
the largest providers of flexible officing solutions in the world, interests in
its e-commerce and e-services partner companies and its interest in RSVP which
invests primarily in real estate and real estate related operating companies
generally outside of the Operating Partnership's core office and industrial
focus.


                                       10
<PAGE>

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

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

     The Operating Partnership considers certain statements set forth herein to
be forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities Exchange
Act of 1934, as amended, with respect to the Operating Partnership's
expectations for future periods. Certain forward-looking statements, including,
without limitation, statements relating to the timing and success of
acquisitions and the completion of development or redevelopment of properties,
the financing of the Operating Partnership's operations, the ability to lease
vacant space and the ability to renew or relet space under expiring leases,
involve 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 including delays in completion
and cost overruns, the ability to finance business opportunities, risk of
repayment of debt owed to the Operating Partnership, risks associated with joint
ventures, increases in interest rates and local real estate risks such as an
oversupply of space or a reduction in demand for real estate in the Operating
Partnership's real estate markets. Consequently, such forward-looking statements
should be regarded solely as reflections of the Operating Partnership's current
operating and development plans and estimates. These plans and estimates are
subject to revisions from time to time as additional information becomes
available, and actual results may differ from those indicated in the referenced
statements.


OVERVIEW AND BACKGROUND

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

     As of March 31, 2001, the Operating Partnership owned and operated 82
office properties (inclusive of ten office properties which are owned through
joint ventures) comprising approximately 14.4 million square feet, 104
industrial properties comprising approximately 6.8 million square feet and two
retail properties comprising approximately 20,000 square feet located in the
Tri-State Area. During the quarter ended March 31, 2001, the Operating
Partnership completed the development of one office property encompassing
approximately 277,500 square feet and one industrial property encompassing
approximately 206,000 square feet. Both of these properties are located on Long
Island. As of March 31, 2001, the Operating Partnership is in the process of
developing a 315,000 square foot office building located in New Jersey. The
Operating Partnership also owns a 357,000 square foot office building located in
Orlando, Florida and approximately 290 acres of land in 13 separate parcels of
which the Operating Partnership can develop approximately 1.4 million square
feet of office space and approximately 224,000 square feet of industrial space.
The Operating Partnership also has invested approximately $2.9 million in a
mortgage note encumbering approximately 97 acres of land, approximately $17.0
million in a note receivable secured by a partnership interest in Omni Partners,
L.P., owner of the Omni, a 575,000 square foot Class A office property located
in Uniondale, New York and $36.5 million under three notes which are secured by
a minority partners' preferred interest in the Operating Partnership.


                                       11
<PAGE>

     During 1997, the Company formed FrontLine Capital Group, formerly Reckson
Service Industries, Inc., ("FrontLine") and Reckson Strategic Venture Partners,
LLC ("RSVP"). In connection with the formation of FrontLine, the Operating
Partnership established a credit facility with FrontLine (the "FrontLine
Facility") in the amount of $100 million for FrontLine to use in its investment
activities, operations and other general corporate purposes. As of March 31,
2001, the Operating Partnership had advanced approximately $93.4 million under
the FrontLine Facility. The Operating Partnership also approved the funding of
investments of up to $100 million relating to RSVP (the "RSVP Commitment"),
through RSVP-controlled joint ventures (for REIT-qualified investments) or
advances made to FrontLine under terms similar to the FrontLine Facility. During
March 2001, the Operating Partnership increased the RSVP Commitment to $110
million and as of March 31, 2001, approximately $109.1 million had been funded
through the RSVP Commitment, of which $67.7 million represents investments in
RSVP-controlled (REIT-qualified) joint ventures and $41.4 million represents
advances. In addition, as of March 31, 2001, 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. As of March
31, 2001, interest accrued under the FrontLine Facility and RSVP Commitment was
approximately $18.1 million.


     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. In March 2001, the credit
facilities were amended to provide that (i) interest is payable only at maturity
and (ii) the Company may transfer all or any portion of its rights or
obligations under the credit facilities to its affiliates. The Company requested
these changes as a result of changes in REIT tax laws.


     FrontLine currently owns an interest in HQ Global Holdings, Inc., one of
the largest providers of flexible officing solutions in the world, interests in
its e-commerce and e-services partner companies and its interest in RSVP which
invests primarily in real estate and real estate related operating companies
generally outside of the Operating Partnership's core office and industrial
focus.


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


     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 April 4, 2001,
Crescent gave notice to the Company of its intention to convert its preferred
interest into shares of the Company's Class A common stock.


     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.


                                       12
<PAGE>

The market capitalization of the Operating Partnership at March 31, 2001 was
approximately $3.3 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 $1.5
billion (including its share of joint venture debt and net of minority partners'
interests share of joint venture debt) of debt outstanding at March 31, 2001. As
a result, the Operating Partnership's total debt to total market capitalization
ratio at March 31, 2001 equaled approximately 44.3%.


RESULTS OF OPERATIONS

     The Operating Partnership's total revenues increased by $13.2 million or
11.2% for the three months ended March 31, 2001 as compared to the 2000 period.
Property operating revenues, which include base rents and tenant escalations and
reimbursements ("Property Operating Revenues") increased by $16.2 million or
15.1% for the three months ended March 31, 2001 as compared to the 2000 period.
The increase in Property Operating Revenues is primarily attributable to
approximately $10.3 million from increases in occupancies and rental rates in
our "same store" properties. In addition, approximately $2.7 million of the
increase was generated by developed and redeveloped properties. The Operating
Partnership's base rent reflects the positive impact of the straight-line rent
adjustment of $11.2 million for the three months ended March 31, 2001 as
compared to $4.5 million for the 2000 period. Included in the $11.2 million
straight-line rent adjustment is $7.5 million attributable to 919 Third Avenue
as compared to $1.1 million for the 2000 period. This amount is primarily
attributable to the free rent period contained in the lease of the largest
tenant in the building. The free rent period is effective through February 28,
2002.


     Property operating expenses, real estate taxes and ground rents ("Property
Expenses") increased by $2.7 million or 7.1% for the three months ended March
31, 2001 as compared to the 2000 period. This increase is primarily due to an
increase of $2.4 million in our "same-store" properties


     Gross Operating Margins (defined as Property Operating Revenues less
Property Expenses, taken as a percentage of Property Operating Revenues) for the
three months ended March 31, 2001 and 2000 were 66.8% and 64.3%, respectively.
The increase in Gross Operating Margins is primarily attributable to the
increase in rental rates and occupancy levels.


     Marketing, general and administrative expenses increased by approximately
$739,000 for the three months ended March 31, 2001 as compared to the 2000
period. Marketing, general and administrative expenses as a percentage of total
revenues were 5.0% for the three months ended March 31, 2001 as compared to 4.9%
for the 2000 period.


     Interest expense decreased by approximately $209,000 for the three months
ended March 31, 2001 as compared to the 2000 period.


LIQUIDITY AND CAPITAL RESOURCES


     As of March 31, 2001, the Operating Partnership had a three year $575
million unsecured revolving credit facility (the "Credit Facility") from The
Chase Manhattan Bank, as administrative agent, UBS Warburg LLC as syndication
agent and Deutsche Bank as documentation agent. The Credit Facility matures in
September, 2003 and borrowings under the Credit Facility are currently priced
off of LIBOR plus 105 basis points.


     The Operating Partnership utilizes the Credit Facility primarily to finance
real estate investments, fund its real estate development activities and for
working capital purposes. At March 31, 2001, the Operating Partnership had
availability under the Credit Facility to borrow an additional $270.4 million
(of which, $49.6 million has been allocated for outstanding undrawn letters of
credit).


                                       13
<PAGE>

     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.

     As of March 31, 2001, in conjunction with the Company's Class B common
stock buy back program, the Operating Partnership had purchased and retired
1,410,804 Class B common units for approximately $30.3 million.

     The Operating Partnership's indebtedness at March 31, 2001 totaled
approximately $1.5 billion (including its share of joint venture debt and net of
the minority partners' interests share of joint venture debt) and was comprised
of $304.6 million outstanding under the Credit Facility, approximately $449.4
million of senior unsecured notes and approximately $713.0 million of mortgage
indebtedness. Based on the Operating Partnership's total market capitalization
of approximately $3.3 billion at March 31, 2001 (calculated based on the sum of
(i) the value of the Operating Partnership's Class A common units and Class B
common units (which, for this purpose, is assumed to be the same per unit as the
market value of a share of the Company's Class A common stock and Class B common
stock), (ii) the liquidation preference value of the Operating Partnership's
preferred units, (iii) the contributed value of Metropolitan's preferred
interest and (iv) the $1.5 billion of debt), the Operating Partnership's debt
represented approximately 44.3% of its total market capitalization.

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

INFLATION

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

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


                                       14
<PAGE>

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 accounting principles generally accepted in the United States
("GAAP") and is not indicative of cash available to fund cash needs. FFO should
not be considered as an alternative to net income as an indicator of the
Operating Partnership's operating performance or as an alternative to cash flow
as a measure of liquidity. In November 1999, NAREIT issued a "White Paper"
analysis to address certain interpretive issues under its definition of FFO. The
White Paper provides that FFO should include both recurring and non-recurring
operating results, except those results defined as "extraordinary items" under
GAAP. This revised definition is effective for all periods beginning on or after
January 1, 2000.

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

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

<TABLE>
<CAPTION>
                                                                              THREE MONTHS ENDED
                                                                                   MARCH 31,
                                                                           -------------------------
                                                                               2001          2000
                                                                           -----------   -----------
<S>                                                                        <C>           <C>
   Net income available to common unit holders .........................    $ 24,405      $ 18,812
   Adjustment for Funds From Operations:
   Add:
     Real estate depreciation and amortization .........................      22,988        20,616
     Minority partners' interests in consolidated partnerships .........       5,755         1,975
   Less:
     Amount distributed to minority partners in consolidated
      partnerships .....................................................       5,701         2,381
                                                                            --------      --------
   Funds From Operations ...............................................    $ 47,447      $ 39,022
                                                                            ========      ========
   Weighted average units outstanding ..................................      63,460        58,366
                                                                            ========      ========

</TABLE>

                                       15
<PAGE>

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

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

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

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

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

     The following table sets forth the Operating Partnership's long term debt
obligations by scheduled principal cash flow payments and maturity date,
weighted average interest rates and estimated FMV at March 31, 2001 (dollars in
thousands):



<TABLE>
<CAPTION>
                                             FOR THE YEAR ENDED DECEMBER 31,
                          ----------------------------------------------------------------------
                               2001          2002          2003          2004           2005
                          ------------- ------------- ------------- -------------- -------------
<S>                       <C>           <C>           <C>           <C>            <C>
Long term debt:
 Fixed rate .............   $  21,342     $  17,012     $   8,905     $  112,276     $  10,459
 Weighted average
  interest rate .........        7.57%         7.80%         7.79%          7.50%         7.81%
 Variable rate ..........   $  70,000     $      --     $ 504,600     $       --     $      --
 Weighted average
  interest rate .........        6.94%           --          6.68%            --            --



<CAPTION>
                            THEREAFTER      TOTAL(1)         FMV
                          -------------- -------------- ------------
<S>                       <C>            <C>            <C>
Long term debt:
 Fixed rate .............   $  737,094     $  907,088    $ 911,805
 Weighted average
  interest rate .........         7.56%          7.56%
 Variable rate ..........   $       --     $  574,600    $ 574,600
 Weighted average
  interest rate .........           --           6.71%
</TABLE>

----------
(1) Includes unamortized issuance discounts of $596,000 on the 5 and 10-year
    senior unsecured notes issued on March 26, 1999, which are due at maturity.


     In addition, the Operating Partnership has assessed the market risk for its
variable rate debt, which is based upon LIBOR, and believes that a one percent
increase in the LIBOR rate would have an approximate $5.8 million annual
increase in interest expense based on approximately $574.6 million of variable
rate debt outstanding at March 31, 2001.

     The following table sets forth the Operating Partnership's mortgage notes
and note receivables by scheduled maturity date, weighted average interest rates
and estimated FMV at March 31, 2001 (dollars in thousands):

<TABLE>
<CAPTION>
                                                   FOR THE YEAR ENDED DECEMBER 31,
                                          -------------------------------------------------
                                             2001        2002     2003      2004      2005
                                          ---------- ----------- ------ ------------ ------
<S>                                       <C>        <C>         <C>    <C>          <C>
Mortgage notes and notes receivable:
 Fixed rate .............................  $     12   $  4,208    $ --    $ 36,500    $ --
 Weighted average interest rate .........      9.00%     10.08%     --       10.23%     --



<CAPTION>
                                           THEREAFTER     TOTAL(2)       FMV
                                          ------------ ------------- -----------
<S>                                       <C>          <C>           <C>
Mortgage notes and notes receivable:
 Fixed rate .............................  $  16,990     $  57,710    $ 59,085
 Weighted average interest rate .........      11.65%        10.63%
</TABLE>

----------
(2) Excludes interest receivables aggregating approximately $512,000.

                                       16
<PAGE>

               SUPPLEMENTAL INFORMATION ON CAPITAL EXPENDITURES,
               TENANT IMPROVEMENT COSTS AND LEASING COMMISSIONS

     The following table summarizes the expenditures incurred for capital
expenditures for the entire portfolio and tenant improvements and leasing
commissions for space leased at the Operating Partnership's office and
industrial properties for the three months ended March 31, 2001 and a historical
average of such non- incremental capital expenditures, tenant improvements and
leasing commissions for the years 1997 through 2000.

            NON-INCREMENTAL REVENUE GENERATING CAPITAL EXPENDITURES




<TABLE>
<CAPTION>
                                                                                              1997-2000
                                 1997            1998            1999            2000          AVERAGE          1Q01
                           --------------- --------------- --------------- --------------- --------------- -------------
<S>                        <C>             <C>             <C>             <C>             <C>             <C>
SUBURBAN OFFICE PROPERTIES

 Total ...................   $ 1,108,675     $ 2,004,976     $ 2,298,899     $ 3,289,116     $ 2,175,417     $ 421,964
 Per Square Foot .........          0.22            0.23            0.23            0.33            0.25          0.04
CBD OFFICE PROPERTIES
 Total ...................           N/A             N/A             N/A     $   946,718     $   946,718     $ 220,737
 Per Square Foot                     N/A             N/A             N/A            0.38            0.38          0.06
INDUSTRIAL PROPERTIES
 Total ...................   $   733,233     $ 1,205,266     $ 1,048,688     $   813,431     $   950,155     $  43,714
 Per Square Foot .........          0.15            0.12            0.11            0.11            0.12          0.01

</TABLE>

NON-INCREMENTAL REVENUE GENERATING TENANT IMPROVEMENTS AND LEASING COMMISSIONS



<TABLE>
<CAPTION>
                                       1997            1998            1999
                                  -------------- --------------- ---------------
<S>                               <C>            <C>             <C>
LONG ISLAND OFFICE PROPERTIES
 Tenant Improvements ............   $  784,044     $ 1,140,251     $ 1,009,357
 Per Square Foot Improved .......         7.00            3.98            4.73
 Leasing Commissions ............   $  415,822     $   418,191     $   551,762
 Per Square Foot Leased .........         4.83            1.46            2.59
                                    ----------     -----------     -----------
 Total Per Square Foot ..........   $    11.83     $      5.44     $      7.32
                                    ==========     ===========     ===========
WESTCHESTER OFFICE PROPERTIES
 Tenant Improvements ............   $1,211,665     $   711,160     $ 1,316,611
 Per Square Foot Improved .......         8.90            4.45            5.62
 Leasing Commissions ............   $  366,257     $   286,150     $   457,730
 Per Square Foot Leased .........         2.69            1.79            1.96
                                    ----------     -----------     -----------
 Total Per Square Foot ..........   $    11.59     $      6.24     $      7.58
                                    ==========     ===========     ===========
CONNECTICUT OFFICE PROPERTIES
 Tenant Improvements ............   $1,022,421     $   202,880     $   179,043
 Per Square Foot Improved .......        13.39            5.92            4.88
 Leasing Commissions ............   $  256,615     $   151,063     $   110,252
 Per Square Foot Leased .........         3.36            4.41            3.00
                                    ----------     -----------     -----------
 Total Per Square Foot ..........   $    16.75     $     10.33     $      7.88
                                    ==========     ===========     ===========
NEW JERSEY OFFICE PROPERTIES
 Tenant Improvements ............          N/A     $   654,877     $   454,054
 Per Square Foot Improved .......          N/A            3.78            2.29
 Leasing Commissions ............          N/A     $   396,127     $   787,065
 Per Square Foot Leased .........          N/A            2.08            3.96
                                    ----------     -----------     -----------
 Total Per Square Foot ..........          N/A     $      5.86     $      6.25
                                    ==========     ===========     ===========
NEW YORK CITY OFFICE
 PROPERTIES
 Tenant Improvements ............          N/A             N/A             N/A
 Per Square Foot Improved .......          N/A             N/A             N/A
 Leasing Commissions ............          N/A             N/A             N/A
 Per Square Foot Leased .........          N/A             N/A             N/A
                                    ----------     -----------     -----------
 Total Per Square Foot ..........          N/A             N/A             N/A
                                    ==========     ===========     ===========
INDUSTRIAL PROPERTIES
 Tenant Improvements ............   $  230,466     $   283,842     $   375,646
 Per Square Foot Improved .......         0.55            0.76            0.25
 Leasing Commissions ............   $   81,013     $   200,154     $   835,108
 Per Square Foot Leased .........         0.19            0.44            0.56
                                    ----------     -----------     -----------
 Total Per Square Foot ..........   $     0.74     $      1.20     $      0.81
                                    ==========     ===========     ===========




<CAPTION>
                                                     1997 -2000
                                        2000          AVERAGE          1Q01          NEW         RENEWAL
                                  --------------- --------------- ------------- ------------- -------------
<S>                               <C>             <C>             <C>           <C>           <C>
LONG ISLAND OFFICE PROPERTIES
 Tenant Improvements ............   $ 2,853,706     $ 1,466,840     $ 497,179     $ 342,564     $ 154,615
 Per Square Foot Improved .......          6.99            5.68          8.97         17.24          4.35
 Leasing Commissions ............   $ 2,208,604     $   898,595     $ 273,542     $  78,276     $ 195,266
 Per Square Foot Leased .........          4.96            3.46          4.93          3.91          5.49
                                    -----------     -----------     ---------     ---------     ---------
 Total Per Square Foot ..........   $     11.95     $      9.14     $   13.90     $   21.15     $    9.84
                                    ===========     ===========     =========     =========     =========
WESTCHESTER OFFICE PROPERTIES
 Tenant Improvements ............   $ 1,860,027     $ 1,274,866     $ 374,274     $ 167,649     $ 206,625
 Per Square Foot Improved .......          5.72            6.17          4.70          7.34          3.64
 Leasing Commissions ............   $   412,226     $   380,591     $  32,295     $  39,295     $       0
 Per Square Foot Leased .........          3.00            2.36          0.49          1.72            --
                                    -----------     -----------     ---------     ---------     ---------
 Total Per Square Foot ..........   $      8.72     $      8.53     $    5.19     $    9.06     $    3.64
                                    ===========     ===========     =========     =========     =========
CONNECTICUT OFFICE PROPERTIES
 Tenant Improvements ............   $   385,531     $   447,469     $ 101,980     $ 101,980     $       0
 Per Square Foot Improved .......          4.19            7.10          1.72          5.78            --
 Leasing Commissions ............   $   453,435     $   242,841     $  96,929     $  96,929     $       0
 Per Square Foot Leased .........          4.92            3.92          1.63          5.50            --
                                    -----------     -----------     ---------     ---------     ---------
 Total Per Square Foot ..........   $      9.11     $     11.02     $    3.35     $   11.28     $      --
                                    ===========     ===========     =========     =========     =========
NEW JERSEY OFFICE PROPERTIES
 Tenant Improvements ............   $ 1,580,323     $   896,418     $  85,671     $  52,477     $  33,194
 Per Square Foot Improved .......          6.71            4.26          2.08          1.69          3.28
 Leasing Commissions ............   $ 1,031,950     $   738,381     $ 154,956     $ 129,218     $  25,738
 Per Square Foot Leased .........          4.44            3.49          3.77          4.17          2.54
                                    -----------     -----------     ---------     ---------     ---------
 Total Per Square Foot ..........   $     11.15     $      7.75     $    5.85     $    5.86     $    5.82
                                    ===========     ===========     =========     =========     =========
NEW YORK CITY OFFICE
 PROPERTIES
 Tenant Improvements ............   $    65,267     $    65,267     $ 688,800     $ 688,800     $       0
 Per Square Foot Improved .......          1.79            1.79         23.01         23.01            --
 Leasing Commissions ............   $   418,185     $   418,185     $ 474,229     $ 474,229     $       0
 Per Square Foot Leased .........         11.50           11.50         15.84         15.84            --
                                    -----------     -----------     ---------     ---------     ---------
 Total Per Square Foot ..........   $     13.29     $     13.29     $   38.85     $   38.85     $    0.00
                                    ===========     ===========     =========     =========     =========
INDUSTRIAL PROPERTIES
 Tenant Improvements ............   $   650,216     $   385,043     $  34,650     $  34,650     $       0
 Per Square Foot Improved .......          0.95            0.63          0.29          0.55            --
 Leasing Commissions ............   $   436,506     $   388,195     $  50,055     $  50,055     $       0
 Per Square Foot Leased .........          0.64            0.46          0.42          0.79            --
                                    -----------     -----------     ---------     ---------     ---------
 Total Per Square Foot ..........   $      1.59     $      1.09     $    0.71     $    1.34     $    0.00
                                    ===========     ===========     =========     =========     =========

</TABLE>

                                       17
<PAGE>

                    LEASE EXPIRATIONS

The following table sets forth  scheduled lease  expirations for executed leases
as of March 31, 2001:

LONG ISLAND OFFICE PROPERTIES (EXCLUDING OMNI):

<TABLE>
<CAPTION>
           YEAR OF                             TOTAL RENTABLE        % OF TOTAL            PER             PER
            LEASE                  NUMBER        SQUARE FEET      RENTABLE SQUARE      SQUARE FOOT     SQUARE FOOT
          EXPIRATION             OF LEASES        EXPIRING         FEET EXPIRING      S/L RENT (1)      RENT (2)
-----------------------------   -----------   ----------------   -----------------   --------------   ------------
<S>                             <C>           <C>                <C>                 <C>              <C>
2001 ........................        36             168,126              5.1%           $ 22.25         $ 24.36
2002 ........................        33             165,326              5.1%           $ 21.98         $ 24.90
2003 ........................        48             297,892              9.1%           $ 22.32         $ 25.03
2004 ........................        46             274,809              8.4%           $ 23.21         $ 26.18
2005 ........................        65             599,698             18.3%           $ 23.42         $ 26.73
2006 ........................        15              76,583              2.3%           $ 26.38         $ 30.41
2007 AND THEREAFTER .........        81           1,688,317             51.7%                --              --
                                    ---           ---------            -----
TOTAL .......................       324           3,270,751            100.0%
                                    ===           =========            =====
</TABLE>

OMNI:

<TABLE>
<CAPTION>
           YEAR OF                             TOTAL RENTABLE        % OF TOTAL            PER             PER
            LEASE                  NUMBER        SQUARE FEET      RENTABLE SQUARE      SQUARE FOOT     SQUARE FOOT
          EXPIRATION             OF LEASES        EXPIRING         FEET EXPIRING      S/L RENT (1)      RENT (2)
-----------------------------   -----------   ----------------   -----------------   --------------   ------------
<S>                             <C>           <C>                <C>                 <C>              <C>
2001 ........................         3             22,931               3.9%           $ 29.09         $ 35.06
2002 ........................         4             53,127               9.0%           $ 34.55         $ 37.91
2003 ........................         4             58,018               9.8%           $ 30.22         $ 34.97
2004 ........................         4            112,414              19.0%           $ 26.12         $ 34.15
2005 ........................         7             59,166              10.0%           $ 27.99         $ 35.26
2006 ........................         1              9,749               1.6%           $ 35.21         $ 38.02
2007 AND THEREAFTER .........        10            276,259              46.7%                --              --
                                     --            -------             -----
TOTAL .......................        33            591,664             100.0%
                                     ==            =======             =====
</TABLE>

INDUSTRIAL PROPERTIES:

<TABLE>
<CAPTION>
           YEAR OF                             TOTAL RENTABLE        % OF TOTAL            PER             PER
            LEASE                  NUMBER        SQUARE FEET      RENTABLE SQUARE      SQUARE FOOT     SQUARE FOOT
          EXPIRATION             OF LEASES        EXPIRING         FEET EXPIRING      S/L RENT (1)      RENT (2)
-----------------------------   -----------   ----------------   -----------------   --------------   ------------
<S>                             <C>           <C>                <C>                 <C>              <C>
2001 ........................        21             376,385              7.7%            $ 6.28          $ 7.38
2002 ........................        28             246,504              5.0%            $ 6.47          $ 7.32
2003 ........................        29             735,934             15.0%            $ 5.35          $ 6.27
2004 ........................        33             623,753             12.7%            $ 6.25          $ 7.12
2005 ........................        22             427,994              8.7%            $ 5.93          $ 7.97
2006 ........................        27             834,717             17.0%            $ 6.29          $ 7.81
2007 AND THEREAFTER .........        36           1,664,940             33.9%                --              --
                                    ---           ---------            -----
TOTAL .......................       196           4,910,227            100.0%
                                    ===           =========            =====
</TABLE>

                                       18
<PAGE>

                        LEASE EXPIRATIONS - (CONTINUED)

RESEARCH AND DEVELOPMENT PROPERTIES:




<TABLE>
<CAPTION>
           YEAR OF                             TOTAL RENTABLE        % OF TOTAL            PER             PER
            LEASE                  NUMBER        SQUARE FEET      RENTABLE SQUARE      SQUARE FOOT     SQUARE FOOT
          EXPIRATION             OF LEASES        EXPIRING         FEET EXPIRING      S/L RENT (1)      RENT (2)
-----------------------------   -----------   ----------------   -----------------   --------------   ------------
<S>                             <C>           <C>                <C>                 <C>              <C>
2001 ........................         7             276,830             21.2%           $  5.63         $  6.90
2002 ........................         3             118,620              9.1%           $ 10.19         $ 11.82
2003 ........................         4              37,938              2.9%           $  9.20         $ 10.15
2004 ........................         9              99,218              7.6%           $ 13.86         $ 15.02
2005 ........................         5             367,556             28.2%           $  8.49         $ 10.53
2006 ........................         6              90,217              6.9%           $ 17.46         $ 20.07
2007 AND THEREAFTER .........        14             314,417             24.1%                --              --
                                     --           ---------            -----
TOTAL .......................        48           1,304,796            100.0%
                                     ==           =========            =====
</TABLE>

WESTCHESTER OFFICE PROPERTIES:




<TABLE>
<CAPTION>
           YEAR OF                             TOTAL RENTABLE        % OF TOTAL            PER             PER
            LEASE                  NUMBER        SQUARE FEET      RENTABLE SQUARE      SQUARE FOOT     SQUARE FOOT
          EXPIRATION             OF LEASES        EXPIRING         FEET EXPIRING      S/L RENT (1)      RENT (2)
-----------------------------   -----------   ----------------   -----------------   --------------   ------------
<S>                             <C>           <C>                <C>                 <C>              <C>
2001 ........................        29             184,244              5.9%           $ 21.09         $ 21.69
2002 ........................        45             412,680             13.2%           $ 21.08         $ 21.10
2003 ........................        43             247,349              7.9%           $ 22.12         $ 23.39
2004 ........................        30             164,634              5.2%           $ 21.09         $ 22.03
2005 ........................        52             415,469             13.3%           $ 23.92         $ 24.32
2006 ........................        24             643,346             20.5%           $ 22.20         $ 24.07
2007 AND THEREAFTER .........        41           1,065,724             34.0%                --              --
                                    ---           ---------            -----
TOTAL .......................       264           3,133,446            100.0%
                                    ===           =========            =====
</TABLE>

STAMFORD OFFICE PROPERTIES:




<TABLE>
<CAPTION>
           YEAR OF                             TOTAL RENTABLE        % OF TOTAL            PER             PER
            LEASE                  NUMBER        SQUARE FEET      RENTABLE SQUARE      SQUARE FOOT     SQUARE FOOT
          EXPIRATION             OF LEASES        EXPIRING         FEET EXPIRING      S/L RENT (1)      RENT (2)
-----------------------------   -----------   ----------------   -----------------   --------------   ------------
<S>                             <C>           <C>                <C>                 <C>              <C>
2001 ........................        25              67,832              6.3%           $ 23.36         $ 23.73
2002 ........................        18              85,900              8.0%           $ 27.67         $ 29.02
2003 ........................        17             140,239             13.0%           $ 31.22         $ 31.70
2004 ........................        19             226,883             21.1%           $ 21.76         $ 22.74
2005 ........................        24             118,425             11.0%           $ 26.81         $ 28.62
2006 ........................        17             271,239             25.2%           $ 24.31         $ 25.08
2007 AND THEREAFTER .........        16             165,170             15.4%                --              --
                                    ---           ---------            -----
TOTAL .......................       136           1,075,688            100.0%
                                    ===           =========            =====
</TABLE>

                                       19
<PAGE>

                        LEASE EXPIRATIONS - (CONTINUED)

NEW JERSEY OFFICE PROPERTIES:

<TABLE>
<CAPTION>
           YEAR OF                             TOTAL RENTABLE        % OF TOTAL            PER             PER
            LEASE                  NUMBER        SQUARE FEET      RENTABLE SQUARE      SQUARE FOOT     SQUARE FOOT
          EXPIRATION             OF LEASES        EXPIRING         FEET EXPIRING      S/L RENT (1)      RENT (2)
-----------------------------   -----------   ----------------   -----------------   --------------   ------------
<S>                             <C>           <C>                <C>                 <C>              <C>
2001 ........................        13             183,633              8.7%           $ 17.85         $ 18.18
2002 ........................        22             171,446              8.1%           $ 20.02         $ 20.77
2003 ........................        23             333,689             15.7%           $ 19.03         $ 19.16
2004 ........................        34             241,737             11.4%           $ 22.51         $ 23.12
2005 ........................        31             344,775             16.3%           $ 23.19         $ 23.76
2006 ........................        12             179,319              8.5%           $ 22.38         $ 23.58
2007 AND THEREAFTER .........        17             663,491             31.3%                --              --
                                    ---           ---------            -----
TOTAL .......................       152           2,118,090            100.0%
                                    ===           =========            =====
</TABLE>

NEW YORK CITY OFFICE




<TABLE>
<CAPTION>
           YEAR OF                             TOTAL RENTABLE        % OF TOTAL            PER             PER
            LEASE                  NUMBER        SQUARE FEET      RENTABLE SQUARE      SQUARE FOOT     SQUARE FOOT
          EXPIRATION             OF LEASES        EXPIRING         FEET EXPIRING      S/L RENT (1)      RENT (2)
-----------------------------   -----------   ----------------   -----------------   --------------   ------------
<S>                             <C>           <C>                <C>                 <C>              <C>
2001 ........................        14             100,853              2.9%           $ 32.30         $ 33.26
2002 ........................        22             190,615              5.6%           $ 32.62         $ 33.41
2003 ........................         7             115,726              3.4%           $ 31.89         $ 32.33
2004 ........................        20             224,975              6.6%           $ 36.53         $ 38.74
2005 ........................        37             457,063             13.4%           $ 34.76         $ 36.35
2006 ........................        47             339,560              9.9%           $ 29.70         $ 30.77
2007 AND THEREAFTER .........        75           1,989,668             58.2%                --              --
                                    ---           ---------            -----
TOTAL .......................       222           3,418,460            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.


                                       20
<PAGE>

                          PART II -- OTHER INFORMATION

Item 1. Legal Proceedings -- None
Item 2. Changes in Securities and use of proceeds -- None
Item 3. Defaults Upon Senior Securities -- None
Item 4. Submission of Matters to a Vote of Securities Holders -- None
Item 5. Other information -- None
Item 6. Exhibits and Reports on Form 8-K

        a) Exhibits

<TABLE>
<S>       <C>
    10.1  Second Amendment to the Amended and Restated Credit Agreements, dated March 30,
          2001, between Reckson Operating Partnership, L.P. and FrontLine Capital Group.
</TABLE>

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

              On March 5, 2001, the Registrant submitted a report on Form 8-K
              under Item 9 thereof in order to submit its fourth quarter
              presentation in satisfaction of the requirements of Regulation FD.

              In March 8, 2001, the Registrant submitted a report on Form 8-K
              under Item 9 thereof in order to submit supplemental operating and
              financial data for the quarter and year ended December 31, 2000 in
              satisfaction of the requirements of Regulation FD.


                                   SIGNATURES

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


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


<TABLE>
<S>                                           <C>

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

DATE: May 11, 2001

                                       21