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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, 2006
|---------------------------------------------

Commission file number: 1-13762



RECKSON OPERATING PARTNERSHIP, L. P.

(Exact name of registrant as specified in its charter)



| | Delaware(State or other jurisdiction ofincorporation or organization) |  | 11-3233647(IRS EmployerIdentification Number) | 
| | --------------------------------------------------------------------- |  | --------------------------------------------- | 

| |  |  |  | 
| |  |  |  | 

| | 225 Broadhollow Road, Melville, NY(Address of principal executive office) |  | 11747(Zip Code) | 
| | ------------------------------------------------------------------------- |  | --------------- | 

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



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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   No ,
  and (2) has been subject to such filing requirements for the past 90 days. Yes   No .

Indicate
  by check mark whether the registrant is a large accelerated filer, an accelerated
  filer, or a non-accelerated filer. See definition of accelerated filer and
  large accelerated filer in Rule 12b-2 of the Exchange Act (Check One):

|Large
        Accelerated Filer | Accelerated
        Filer | Non-Accelerated
        Filer
|------------------------------- | ------------------------- | -----------------------------

Indicate
  by check mark whether the registrant is a shell company (as defined in Rule
  12b-2 of the Exchange Act).

Yes
    No .






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RECKSON OPERATING PARTNERSHIP,
  L.P.
  QUARTERLY REPORT
  FOR THE THREE
  MONTHS ENDED MARCH
  31, 2006

TABLE
  OF CONTENTS



|                          |  |                      |                                                                                                                      | PAGE
|------------------------- |  | -------------------- | -------------------------------------------------------------------------------------------------------------------- | ----
|                          |  |                      |                                                                                                                      |     
|PARTI.                    |  | FINANCIALINFORMATION |                                                                                                                      |     
|Item
        1.           |  |                      | Financial
        Statements                                                                                         |     
|                          |  |                      | Consolidated
        Balance Sheets as of March 31, 2006 (unaudited) and December 31, 2005                           |     
|                          |  |                      | Consolidated
        Statements of Income for the three months ended March 31, 2006 and 2005
        (unaudited)     |     
|                          |  |                      | Consolidated
        Statements of Cash Flows for the three months ended March 31, 2006 and
        2005 (unaudited) |     
|                          |  |                      | Notes
        to the Consolidated Financial Statements (unaudited)                                                   |     
|Item
        2.           |  |                      | Managements
        Discussion and Analysis of Financial Condition and Results of Operations                        |     
|Item
        3.           |  |                      | Quantitative
        and Qualitative Disclosures about Market Risk                                                   |     
|Item
        4.           |  |                      | Controls
        and Procedures                                                                                      |     
|PARTII.                   |  | OTHERINFORMATION     |                                                                                                                      |     
|Item
        1.           |  |                      | Legal
        Proceedings                                                                                            |     
|Item
        1A.          |  |                      | Risk
        Factors                                                                                                 |     
|Item
        2.           |  |                      | Unregistered
        Sales of Equity Securities and Use of Proceeds                                                  |     
|Item
        3.           |  |                      | Defaults
        Upon Senior Securities                                                                              |     
|Item
        4.           |  |                      | Submission
        of Matters to a Vote of Securities Holders                                                        |     
|Item
        5.           |  |                      | Other
        Information                                                                                            |     
|Item
        6.           |  |                      | Exhibits                                                                                                             |     
|SIGNATURES&CERTIFICATIONS |  | 53                  

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PARTI-FINANCIALINFORMATION

ITEM1-FINANCIALSTATEMENTS

RECKSONOPERATINGPARTNERSHIP,L.P.

CONSOLIDATEDBALANCESHEETS

(in thousands, except share amounts)



|                                                                                                         |  | March
        31,2006 |           | December
        31,2005 |  
|-------------------------------------------------------------------------------------------------------- |  | --------------------- | --------- | ------------------------ | -
|                                                                                                         |  |                       |           |                          |  
|                                                                                                         |  | (unaudited)           |           |                          |  
|ASSETS                                                                                                   |  |                       |           |                          |  
|Commercial
        real estate properties, at cost:                                                      |  |                       |           |                          |  
|Land                                                                                                     |  | $                     | 428,354   |                          | $
|Buildings
        and improvements                                                                       |  |                       | 2,885,208 |                          |  
|Developments
        in progress:                                                                        |  |                       |           |                          |  
|Land                                                                                                     |  |                       | 126,016   |                          |  
|Development
        costs                                                                                |  |                       | 116,088   |                          |  
|Furniture,
        fixtures and equipment                                                                |  |                       | 12,942    |                          |  
|                                                                                                         |  |                       |           |                          |  
|                                                                                                         |  |                       | 3,568,608 |                          |  
|Less
        accumulated depreciation                                                                    |  |                       | (559,727  | )                        |  
|                                                                                                         |  |                       |           |                          |  
|Investments
        in real estate, net of accumulated depreciation                                      |  |                       | 3,008,881 |                          |  
|                                                                                                         |  |                       |           |                          |  
|Properties
        and related assets held for sale, net of accumulated depreciation                     |  |                       | 67,251    |                          |  
|Investments
        in real estate joint ventures                                                        |  |                       | 46,724    |                          |  
|Investments
        in mortgage notes and notes receivable                                               |  |                       | 169,025   |                          |  
|Cash
        and cash equivalents                                                                        |  |                       | 42,635    |                          |  
|Tenant
        receivables                                                                               |  |                       | 16,281    |                          |  
|Investments
        in affiliate loans and joint ventures                                                |  |                       | 66,683    |                          |  
|Deferred
        rents receivable                                                                        |  |                       | 144,419   |                          |  
|Prepaid
        expenses and other assets                                                                |  |                       | 179,824   |                          |  
|Deferred
        leasing and loan costs, net of accumulated amortization                                 |  |                       | 83,063    |                          |  
|                                                                                                         |  |                       |           |                          |  
|Total
        Assets                                                                                     |  | $                     | 3,824,786 |                          | $
|                                                                                                         |  |                       |           |                          |  
|LIABILITIES                                                                                              |  |                       |           |                          |  
|Mortgage
        notes payable                                                                           |  | $                     | 466,682   |                          | $
|Mortgage
        notes payable and other liabilities associated with properties held for
        sale    |  |                       | 63,955    |                          |  
|Unsecured
        credit facility                                                                        |  |                       | 180,000   |                          |  
|Senior
        unsecured notes                                                                           |  |                       | 1,254,808 |                          |  
|Accrued
        expenses and other liabilities                                                           |  |                       | 113,549   |                          |  
|Deferred
        revenues and tenant security deposits                                                   |  |                       | 73,301    |                          |  
|Dividends
        and distributions payable                                                              |  |                       | 36,476    |                          |  
|                                                                                                         |  |                       |           |                          |  
|Total
        Liabilities                                                                                |  |                       | 2,188,771 |                          |  
|                                                                                                         |  |                       |           |                          |  
|Minority
        partners interests in consolidated partnerships and other interests                    |  |                       | 267,120   |                          |  
|                                                                                                         |  |                       |           |                          |  
|Commitments
        and contingencies                                                                    |  |                       |          |                          |  
|                                                                                                         |  |                       |           |                          |  
|PARTNERSCAPITAL:                                                                                        |  |                       |           |                          |  
|Preferred
        capital 1,200 units issued and outstanding                                             |  |                       | 1,200     |                          |  
|General
        Partners Capital:                                                                       |  |                       |           |                          |  
|Class
        A common units, 83,196,326 and 82,995,931 units outstanding, respectively                  |  |                       | 1,333,222 |                          |  
|Limited
        Partners Capital:                                                                       |  |                       |           |                          |  
|Class
        A common units, 1,552,133 and 1,569,142 units issued and outstanding,
        respectively |  |                       | 24,770    |                          |  
|Class
        C common units, 465,845 units issued and outstanding                                       |  |                       | 7,434     |                          |  
|Accumulated
        other comprehensive income                                                           |  |                       | 2,269     |                          |  
|                                                                                                         |  |                       |           |                          |  
|Total
        Partners Capital                                                                          |  |                       | 1,368,895 |                          |  
|                                                                                                         |  |                       |           |                          |  
|TOTALLIABILITIESANDPARTNERSCAPITAL                                                                      |  | $                     | 3,824,786 |                          | $
|                                                                                                         |  |                       |           |                          |  

(see accompanying notes to financial statements)

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RECKSONOPERATINGPARTNERSHIP,L.P.

CONSOLIDATEDSTATEMENTS OFINCOME

(Unauditedand in thousands, except per share and share amounts)



|                                                                                                                                |  | Three Months EndedMarch 31, |           
|------------------------------------------------------------------------------------------------------------------------------- |  | --------------------------- | ----------
|                                                                                                                                |  |                             |           
|                                                                                                                                |  | 2006                        |           
|                                                                                                                                |  |                             |           
|PROPERTY OPERATING REVENUES:                                                                                                    |  |                             |           
|Base rents                                                                                                                      |  | $                           | 116,085   
|Tenant escalations and reimbursements                                                                                           |  |                             | 19,068    
|                                                                                                                                |  |                             |           
|Total property operating revenues                                                                                               |  |                             | 135,153   
|                                                                                                                                |  |                             |           
|OPERATINGEXPENSES:                                                                                                              |  |                             |           
|Property operating expenses                                                                                                     |  |                             | 60,235    
|Marketing, general and administrative                                                                                           |  |                             | 9,482     
|Depreciation and amortization                                                                                                   |  |                             | 32,836    
|                                                                                                                                |  |                             |           
|Total operating expenses                                                                                                        |  |                             | 102,553   
|                                                                                                                                |  |                             |           
|Operating income                                                                                                                |  |                             | 32,600    
|                                                                                                                                |  |                             |           
|NON-OPERATING INCOME AND EXPENSES:                                                                                              |  |                             |           
|Gains on sales of real estate                                                                                                   |  |                             | 35,393    
|Interest income on mortgage notes and notes receivable (including $1.1 million and $850,000, respectively from related parties) |  |                             | 5,499     
|Investment income and other                                                                                                     |  |                             | 12,077    
|Interest:                                                                                                                       |  |                             |           
|Expense                                                                                                                         |  |                             | (27,989   
|Amortization of deferred financing costs                                                                                        |  |                             | (1,122    
|Long-term incentive compensation expense                                                                                        |  |                             | (3,623    
|                                                                                                                                |  |                             |           
|Total non-operating income and expenses                                                                                         |  |                             | 20,235    
|                                                                                                                                |  |                             |           
|Income before minority interests, equity in earnings of real estate joint ventures and discontinued operations                  |  |                             | 52,835    
|Minority partners interests in consolidated partnerships and other interests                                                   |  |                             | (4,460    
|Equity in earnings of real estate joint ventures                                                                                |  |                             | 396       
|                                                                                                                                |  |                             |           
|Income before discontinued operations                                                                                           |  |                             | 48,771    
|Discontinued operations:                                                                                                        |  |                             |           
|Income from discontinued operations                                                                                             |  |                             | 893       
|Gains on sales of real estate                                                                                                   |  |                             | 9,518     
|                                                                                                                                |  |                             |           
|Net income                                                                                                                      |  | $                           | 59,182    
|                                                                                                                                |  |                             |           
|Net income allocable to:                                                                                                        |  |                             |           
|Common unit holders                                                                                                             |  |                             | 58,826    
|Class C common unit holders                                                                                                     |  |                             | 356       
|                                                                                                                                |  |                             |           
|Total                                                                                                                           |  | $                           | 59,182    
|                                                                                                                                |  |                             |           
|Net income per weighted average common units:                                                                                   |  |                             |           
|Income from continuing operations                                                                                               |  |                             | .16       
|Gain on sales of real estate                                                                                                    |  |                             | .42       
|Discontinued operations                                                                                                         |  |                             | .12       
|                                                                                                                                |  |                             |           
|Basic net income per common unit                                                                                                |  | $                           | .70       
|                                                                                                                                |  |                             |           
|Class C common  income from continuing operations                                                                              |  |                             | .18       
|Gain on sales of real estate                                                                                                    |  |                             | .45       
|Discontinued operations                                                                                                         |  |                             | .13       
|                                                                                                                                |  |                             |           
|Basic net income per Class C common unit                                                                                        |  | $                           | .76       
|                                                                                                                                |  |                             |           
|Weighted average common units outstanding:                                                                                      |  |                             |           
|Common units                                                                                                                    |  |                             | 84,628,000
|Class C common units                                                                                                            |  |                             | 466,000   

(see accompanying notes to financial statements)

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RECKSONOPERATING PARTNERSHIP,L.P.

CONSOLIDATEDSTATEMENTS OFCASHFLOWS

(Unauditedand in thousands)



|                                                                                  |  | Three Months EndedMarch 31, |         
|--------------------------------------------------------------------------------- |  | --------------------------- | --------
|                                                                                  |  |                             |         
|                                                                                  |  | 2006                        |         
|                                                                                  |  |                             |         
|CASHFLOWSFROMOPERATINGACTIVITIES:                                                 |  |                             |         
|NETINCOME                                                                         |  | $                           | 59,182  
|Adjustments to reconcile net income to net cash provided by operating activities: |  |                             |         
|Depreciation and amortization (including discontinued operations)                 |  |                             | 34,786  
|Minority partners interests in consolidated partnerships and other interests     |  |                             | 4,537   
|Gains on sales of real estate                                                     |  |                             | (44,982 
|Sale of option to acquire joint venture interest                                  |  |                             | (9,016  
|Undistributed earnings from real estate joint ventures                            |  |                             | (120    
|Changes in operating assets and liabilities:                                      |  |                             |         
|Deferred rents receivable                                                         |  |                             | (5,359  
|Prepaid expenses and other assets                                                 |  |                             | 6,017   
|Tenant receivables                                                                |  |                             | 3,915   
|Accrued expenses and other liabilities                                            |  |                             | (11,840 
|Tenant security deposits                                                          |  |                             | (2,982  
|                                                                                  |  |                             |         
|Net cash provided by operating activities                                         |  |                             | 34,138  
|                                                                                  |  |                             |         
|CASHFLOWSFROMINVESTMENTACTIVITIES:                                                |  |                             |         
|Purchases of commercial real estate properties                                    |  |                             |        
|Additions to Note Receivable Investments                                          |  |                             | (14,687 
|Repayments of Notes Receivable Investments                                        |  |                             | 16,990  
|Additions to developments in progress                                             |  |                             | (8,090  
|Additions to commercial real estate properties                                    |  |                             | (18,446 
|Payment of deferred leasing costs                                                 |  |                             | (5,669  
|Distributions from unconsolidated real estate joint ventures                      |  |                             | 2,140   
|Additions to furniture, fixtures and equipment                                    |  |                             | (204    
|Proceeds from sale of option to acquire joint venture interest                    |  |                             | 9,016   
|Proceeds from sales of real estate                                                |  |                             | 88,038  
|                                                                                  |  |                             |         
|Net cash provided by (used in) investing activities                               |  |                             | 69,088  
|                                                                                  |  |                             |         
|CASHFLOWSFROMFINANCINGACTIVITIES:                                                 |  |                             |         
|Principal payments on secured borrowings                                          |  |                             | (74,800 
|Proceeds from issuance of senior unsecured notes, net of issuance costs           |  |                             | 272,819 
|Payment of loan and equity issuance costs                                         |  |                             | (72     
|Proceeds from unsecured credit facility                                           |  |                             | 15,000  
|Principal payments on unsecured credit facility                                   |  |                             | (254,000
|Proceeds from unsecured term loan                                                 |  |                             | 250,000 
|Principal payments on unsecured term loan                                         |  |                             | (250,000
|Contributions                                                                     |  |                             | 2,098   
|Distributions to minority partners in consolidated partnerships                   |  |                             | (2,639  
|Distributions                                                                     |  |                             | (36,465 
|                                                                                  |  |                             |         
|Net cash (used in) provided by financing activities                               |  |                             | (78,059 
|                                                                                  |  |                             |         
|Net increase in cash and cash equivalents                                         |  |                             | 25,167  
|Cash and cash equivalents at beginning of period                                  |  |                             | 17,468  
|                                                                                  |  |                             |         
|Cash and cash equivalents at end of period                                        |  | $                           | 42,635  
|                                                                                  |  |                             |         

(see accompanying notes to financial statements)

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RECKSONOPERATINGPARTNERSHIP, L.P.

NOTESTOTHECONSOLIDATEDFINANCIALSTATEMENTS

MARCH31, 2006

(Unaudited)

1. ORGANIZATION ANDFORMATION OF THECOMPANY

Reckson Operating Partnership, L.P. (the Operating Partnership) commenced operations on June 2, 1995. Reckson Associates Realty Corp. (the Company), which serves as the sole general partner of the Operating Partnership, is a fully integrated, self administered and self managed real estate investment trust (REIT). The Operating Partnership and the Company were formed for the purpose of continuing the commercial real estate business of Reckson Associates, the predecessor of the Operating Partnership, its affiliated partnerships and other entities. Unless the context requires otherwise, the terms Company, we, us, our and similar terms include Reckson Associates Realty Corp., Reckson Operating Partnership, L. P. and their wholly-owned subsidiaries.

The Operating Partnership is engaged in the ownership, management, operation, acquisition, leasing, financing and development of commercial real estate properties, principally office and to a lesser extent flex properties and also owns land for future development located in New York City and the surrounding tri-state area markets (the New York Tri-State Markets).

The Company was incorporated in Maryland in September 1994. In June 1995, the Company completed an initial public offering (the IPO) and commenced operations.

The Company became the sole general partner of the Operating Partnership by contributing substantially all of the net proceeds of the IPO in exchange for an approximate 73% interest in the Operating Partnership. The remaining 27% interest in the Operating Partnership was owned primarily by investors who contributed properties or interests in properties to the Operating Partnership in exchange for common units of limited partnership interest in the Operating Partnership (OP Units). Since the IPO the Company has completed numerous equity transactions and contributed any net proceeds received to the Operating Partnership and thereby increasing its general partnership interest. The Companys ownership percentage in the Operating Partnership was approximately 96.9% and 95.9% at March 31, 2006 and 2005, respectively. All properties acquired by the Company are held by or through the Operating Partnership.

2. BASIS OFPRESENTATION

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. Certain information and footnote disclosure normally included in the financial statements prepared in accordance with U.S. generally accepted accounting principles (GAAP) may have been condensed or omitted pursuant to such rules and regulations, although management believes that the disclosures are adequate so as not to make the information presented misleading. The unaudited financial statements at March 31, 2006 and for the three month periods ended March 31, 2006 and 2005 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, 2006. These financial statements should be read in conjunction with the Operating Partnerships audited financial statements and the notes thereto included in the Operating Partnerships Form 10-K for the year ended December 31, 2005.

The accompanying consolidated financial statements include the consolidated financial position of the Operating Partnership and the Service Companies (as defined below) at March 31, 2006 and December 31, 2005 and the consolidated results of their operations and their cash flows for the three months ended March 31, 2006 and 2005, respectively. The Operating Partnerships investments in majority owned and controlled real estate joint ventures are reflected in the accompanying financial statements on a consolidated basis with a reduction for the minority partners interest. The Operating Partnerships investments in real estate joint ventures, where it owns less than a controlling interest, are reflected in the accompanying financial statements on the equity method of accounting. The Service Companies, which provide management, development and construction services to the Company, the Operating
Partnership and to third parties include Reckson Management Group, Inc., RANY Management Group, Inc., Reckson Construction & Development LLC and Reckson Construction Group New York, Inc. (collectively, the Service Companies). All significant intercompany balances and transactions have been eliminated in the consolidated financial statements.

Minority partners interests in consolidated partnerships represent a 49% non-affiliated interest in RT Tri-State LLC, owner of a six property suburban office portfolio located within the New York Tri-State Markets, a 40% non-affiliated interest in Omni Partners, L.P., owner of a 579,000 square foot suburban office property (the Omni Property), and a 49% non-affiliated interest in Metropolitan 919 3rd Avenue, LLC, owner of the property located at 919 Third Avenue, New York, NY.



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At March 31, 2006, the Operating Partnerships investments in unconsolidated real estate joint ventures consisted of a 30% interest in the 1.4 million square foot Class A office tower located at One Court Square, Long Island City, NY (the Court Square JV), a 25% interest in Reckson Australia Operating Company LLC, owner of a 20 suburban office property portfolio, located within the New York Tri-State Markets, containing approximately 2.8 million square feet (the Australian JV) and an approximate 5% indirect ownership interest in a 550,000 square foot office condominium in a Class A office tower located at 1166 Avenue of the Americas in New York, NY.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and footnotes thereto. Actual results could differ from those estimates.

Real Estate

Land, buildings and improvements, furniture, fixtures and equipment are recorded at cost. Tenant improvements, which are included in buildings and improvements, are also stated at cost. Expenditures for ordinary maintenance and repairs are expensed to operations as they are incurred. Renovations and / or replacements, which improve or extend the life of the asset, are capitalized and depreciated over their estimated useful lives.

Depreciation is computed utilizing the straight-line method over the estimated useful lives of ten to thirty years for buildings and improvements and five to ten years for furniture, fixtures and equipment. Tenant improvements, which are included in buildings and improvements, are amortized on a straight-line basis over the term of the related leases. Depreciation expense for each of the three month periods ended March 31, 2006 and 2005 amounted to approximately $23.4 million and $20.8 million, respectively.

We are required to make subjective assessments as to the useful lives of our properties for purposes of determining the amount of depreciation to reflect on an annual basis with respect to those properties. These assessments have a direct impact on our net income. Should we lengthen the expected useful life of a particular asset, it would be depreciated over more years, and result in less depreciation expense and higher annual net income.

Assessment by us of certain other lease related costs must be made when we have a reason to believe that the tenant will not be able to execute under the term of the lease as originally expected.

On July 1, 2001 and January 1, 2002, we adopted Financial Accounting Standards Board (FASB) Statement No.141, Business Combinations and FASB Statement No. 142, Goodwill and Other Intangibles, respectively (Statement No.s 141 and 142). As part of the acquisition of real estate assets, the fair value of the real estate acquired is allocated to the acquired tangible assets, consisting of land, building and building improvements, and identified intangible assets and liabilities, consisting of the value of above-market and below-market leases, other value of in-place leases, and value of tenant relationships, based in each case on their fair values.

We allocate a portion of a propertys purchase price to tangible assets including the fair value of the building and building improvements on an as-if-vacant basis and to land determined either by real estate tax assessments, independent appraisals or other relevant data. Additionally, we assess fair value of identified intangible assets and liabilities based on estimated cash flow projections that utilize appropriate discount and capitalization rates and available market information.

Estimates of future cash flows are based on a number of factors including the historical operating results, known trends, and market/economic conditions that may affect the property. If we incorrectly estimate the values at acquisition or the undiscounted cash flows, initial allocation of purchase price and future impairment charges may be different.

Long Lived Assets

We are required to make subjective assessments as to whether there are impairments in the value of our real estate properties and other investments. An investments value is impaired only if managements estimate of the aggregate future cash flows (undiscounted and without interest charges) to be generated by the investment are less than the carrying value of the investment. Such assessments consider factors such as cash flows, expected future operating income, trends and prospects, as well as the effects of demand, competition and other factors. To the extent impairment has occurred it will be measured as the excess of the carrying amount of the property over the fair value of the property. These assessments have a direct impact on our net income, as a recognition of an impairment results in an immediate negative adjustment to net income. In determining impairment, if any, we have followed FASB
Statement No. 144, Accounting for the Impairment or Disposal of Long Lived Assets (Statement No. 144). Statement No. 144 did not have an impact on net income. Statement No. 144 only impacts the presentation of the results of operations and gains on sales of real estate assets for those properties sold during the period within the consolidated statements of income.



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Cash Equivalents

We consider highly liquid investments with a maturity of three months or less when purchased to be cash equivalents.

Tenants lease security deposits aggregating approximately $8.7 million and $5.5 million at March 31, 2006 and December 31, 2005, respectively,  have been included in cash and cash equivalents on the accompanying balance sheets.

Deferred Costs

Tenant leasing commissions, lease incentives and related costs incurred in connection with leasing tenant space are capitalized and amortized over the life of the related lease. Tenanting costs recorded as tenant improvements are amortized and included in depreciation and amortization expense on our consolidated statements of income. In contrast, tenanting costs recorded as lease incentives are amortized against base rents on our consolidated statements of income.

Loan costs incurred in obtaining financing are capitalized and amortized over the term of the related loan.

Costs
incurred in connection with equity offerings are charged to partners capital  when
incurred.

Income Taxes

No provision has been made for income taxes in the accompanying financial statements since such taxes, if any are the responsibility of the individual partners.

Revenue Recognition & Accounts Receivable

Minimum rental revenue is recognized on a straight-line basis, which averages minimum rents over the terms of the leases. The excess of rents recognized over amounts contractually due are included in deferred rents receivable on the accompanying balance sheets. Contractually due but unpaid rents are included in tenant receivables on the accompanying balance sheets. Certain lease agreements also provide for reimbursement of real estate taxes, insurance, common area maintenance costs and indexed rental increases, which are recorded on an accrual basis. Ancillary and other property related income is recognized in the period earned.

We make estimates of the collectibility of our accounts receivables related to base rents, tenant escalations and reimbursements and other revenue or income. We specifically analyze tenant receivables and historical bad debts, customer credit worthiness, current economic trends and changes in customer payment terms when evaluating the adequacy of our allowance for doubtful accounts. In addition, when tenants are in bankruptcy, we make estimates of the expected recovery of pre-petition administrative and damage claims. In some cases, the ultimate resolution of those claims can exceed a year. These estimates have a direct impact on our net income because a higher bad debt reserve results in less net income.

We incurred approximately $270,000 and $392,000 of bad debt expense and related costs related to tenant receivables during the three month periods ended March 31, 2006 and 2005, respectively, which accordingly reduced our total revenues and reported net income during those periods.

We record interest income on our investments in notes receivable on the accrual basis of accounting. We do not accrue interest on impaired loans where, in the judgment of management, collection of interest according to the contractual terms is considered doubtful. Among the factors we consider in making an evaluation of the collectibility of interest are: (i) the status of the loan, (ii) the value of the underlying collateral, (iii) the financial condition of the borrower and (iv) anticipated future events.

Reckson Construction & Development LLC and Reckson Construction Group New York, Inc. use the percentage-of-completion method for recording amounts earned on their contracts. This method records amounts earned as revenue in the proportion that actual costs incurred to date bear to the estimate of total costs at contract completion.



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Gain on the sale of real estate is recorded when title is conveyed to the buyer, subject to the buyers financial commitment being sufficient to provide economic substance to the sale and us having no substantial continuing involvement with the buyer. Additionally, in connection with a sale of real estate, if we retain certain risks in the form of guarantees, the profit recognized on that sale shall be reduced and deferred by the maximum exposure to loss, until such exposure is relieved.

Earnings Per Share

We follow the guidance provided for under FASB Statement No. 128, Earnings per Share (Statement No. 128) which replaced the calculation of primary and fully diluted earnings per share with basic and diluted earnings per share. Unlike primary earnings per share, basic earnings per share excludes any dilutive effects of options, warrants and convertible securities. Diluted earnings per share are very similar to the previously reported fully diluted earnings per share. The conversion of OP Units into common stock would not have a significant effect on per share amounts as the OP Units share proportionately with the common stock in the results of the Operating Partnerships operations.

Accumulated Other Comprehensive Income (Loss)

We
    report comprehensive income or loss in accordance with the provisions of
    FASB Statement No. 130, Reporting Comprehensive Income, which
    establishes standards for reporting comprehensive income and its components
    in the financial statements. The components of other comprehensive income
    (loss) (OCI)
    consist of unrealized gains and losses on derivative instruments. OCI is
presented in the accompanying consolidated statements of partners capital.

Derivative Instruments

FASB Statement No. 133, Accounting for Derivative Instruments and Hedging Activities (Statement No. 133), as amended, establishes accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities.

The accounting for changes in the fair value of derivatives depends on the intended use of the derivative and the resulting designation. Derivatives used to hedge the exposure to changes in the fair value of an asset, liability, or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges. Derivatives used to hedge the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges.

As required by Statement No. 133, we record all derivatives on our balance sheet at fair value. For effective hedges, depending on the nature of the hedge, changes in the fair value of the derivative will be offset against the corresponding change in fair value of the hedged asset, liability, or firm commitment through earnings or recognized in OCI until the hedged item is recognized in earnings.

For derivatives designated as cash flow hedges, the effective portion of changes in the fair value of the derivative is initially reported in OCI and subsequently reclassified to earnings when the hedged transaction affects earnings, and the ineffective portion of changes in the fair value of the derivative is recognized directly in earnings. We assess the effectiveness of each hedging relationship by comparing the changes in fair value or cash flows of the derivative hedging instrument with the changes in fair value or cash flows of the designated hedged item or transaction. For derivatives not designated as hedges, changes in fair value are recognized in earnings.

We do not enter into derivative financial instruments for trading or speculative purposes. However, in the normal course of our business and to help us manage our debt issuances and maturities, we do use derivative financial instruments in the form of cash flow hedges to protect ourselves against potentially rising interest rates.

Variable Interest Entities

In January 2003, the FASB issued Interpretation No. 46, Consolidation of Variable Interest Entities (FIN 46), which explains how to identify variable interest entities (VIEs) and how to assess whether to consolidate such entities. VIEs are primarily entities that lack sufficient equity to finance their activities without additional financial support from other parties or whose equity holders lack adequate decision making ability. All VIEs which we are involved with must be evaluated to determine the primary beneficiary of the risks and rewards of the VIE. The primary beneficiary is required to consolidate the VIE for financial reporting purposes. The initial determination of whether an entity qualifies as a VIE shall be made as of the date at which a primary beneficiary becomes involved with the entity and reconsidered as of the date of a triggering event, as defined. The
provisions of this interpretation are immediately effective for VIEs formed after January 31, 2003. In December 2003 the FASB issued FIN 46R, deferring the effective date until the period ended March 31, 2004 for interests held by public companies in VIEs created before February 1, 2003, which were non-special purpose entities. We adopted FIN 46R during the period ended March 31, 2004 and have determined that our unconsolidated subsidiaries do not represent VIEs pursuant to such interpretation. We will continue to monitor any changes in circumstances relating to certain of our consolidated and unconsolidated joint ventures which could result in a change in our consolidation policy.



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Current pronouncements

On
    December 16, 2004, the FASB issued Statement No. 123 (revised 2004), Share-Based
    Payment (Statement No. 123R), which is a revision of FASB
    Statement No. 123, Accounting for Stock-Based Compensation (Statement
    No. 123). Statement No. 123R supersedes Accounting Principles Board
    Opinion No. 25, Accounting for Stock Issued to Employees, and
    amends FASB Statement No. 95, Statement of Cash Flows.  Generally,
    the approach in Statement No. 123R is similar to the approach described in
    Statement No. 123. However, Statement No. 123R requires all share-based payments
    to employees, including grants of employee stock options by the Company,
    to be recognized in the income statement based on their fair values. We adopted
    Statement No. 123R on January 1, 2006. The adoption of Statement No. 123R
    did not have a material impact on our consolidated financial statements.

In June 2005, the FASB ratified the consensus in EITF Issue No. 04-5, Determining Whether a General Partner, or the General Partners as a Group, Controls a Limited Partnership or Similar Entity When the Limited Partners Have Certain Rights (Issue 04-5), which provides guidance in determining whether a general partner controls a limited partnership. Issue 04-5 states that the general partner in a limited partnership is presumed to control that limited partnership. The presumption may be overcome if the limited partners have either (1) the substantive ability to dissolve the limited partnership or otherwise remove the general partner without cause or (2) substantive participating rights, which provide the limited partners with the ability to effectively participate in significant decisions that would be expected to be made in the ordinary course of the limited
partnerships business and thereby preclude the general partner from exercising unilateral control over the partnership. The adoption of Issue 04-5 by us for new or modified limited partnership arrangements is effective June 30, 2005 and for existing limited partnership arrangements effective January 1, 2006. We have evaluated the guidance provided for under Issue 04-5 and have concluded that we are not required to consolidate our current unconsolidated joint venture investments nor do we expect Issue 04-5 to have a material effect on our consolidated financial statements.

In May 2005, the FASB issued Statement No. 154, Accounting Changes and Error Corrections (Statement No. 154). Statement No. 154, which replaces APB Opinion No. 20, Accounting Changes and FASB Statement No. 3, Reporting Accounting Changes in Interim Financial Statements, changes the requirements for the accounting for and reporting of a change in accounting principle. The statement requires retrospective application of changes in accounting principle to prior periods financial statements unless it is impracticable to determine the period-specific effects or the cumulative effect of the change. Statement No. 154 is effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005. We adopted Statement No. 154 on January 1, 2006. The adoption of Statement No. 154 did not have a material impact on our consolidated
financial position, results of operations or cash flows.

In March 2005, FASB issued Interpretation No. 47, Accounting for Conditional Asset Retirement Obligations (FIN 47), which became effective December 31, 2005. Under FIN 47, a conditional asset retirement obligation (CARO) must be recorded if the liability can be reasonably estimated. A CARO is an obligation that is settled at the time an asset is retired or disposed of and for which the timing and/or method of settlement are conditional on future events. We own certain properties that currently have asbestos which under certain conditions must be remediated. As a result of adopting FIN 47, we will increase the value of our recorded tangible assets at the time we recognize the associated conditional retirement obligation.

As a result, during 2005, we recorded approximately $2.0 million which represents the fair value of the CARO related to asbestos removal in tenant spaces. In addition, for certain limited areas of our properties, management is unable to reasonably determine the fair value of potential remediation costs as there is an indeterminate settlement date for the asset retirement obligation because the range of time over which way we may choose to remediate this condition may not be estimated with any level of precision which would lend itself to a meaningful estimate.

Reclassifications

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

3. Mortgage Notes Payable

On January 6, 2006, we sold two of our suburban office properties; 6800 and 6900 Jericho Turnpike, Jericho, NY to the Australian JV, subject to their mortgage debt of approximately $20.1 million. The Australian JV subsequently pre-paid the mortgage notes with proceeds from a new mortgage financing transaction.

Pursuant to the terms of the mortgage note encumbering the property located at 1350 Avenue of the Americas in New York, NY, the note was prepayable, without penalty, subsequent to March 31, 2006. On March 31, 2006, we satisfied the note and unencumbered the property by repaying the outstanding balance of approximately $71.9 million with proceeds received from property sales and cash-on-hand.

At March 31, 2006, we had 12 fixed rate mortgage notes payable with an aggregate outstanding principal amount of approximately $530.2 million. These mortgage notes are secured by properties with an aggregate cost basis at March 31, 2006 of approximately $1.1 billion and which are pledged as collateral against the mortgage notes payable. In addition, approximately $41.3 million of the $530.2 million is recourse to the Company. The mortgage notes bear interest at rates ranging from 5.20% to 8.50%, and mature between 2006 and 2015. The weighted average interest rates on the outstanding mortgage notes payable at March 31, 2006 was approximately 7.1%.



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Certain of the mortgage notes payable are guaranteed by the Company and/or certain limited partners in the Operating Partnership. In addition, consistent with customary practices in non-recourse lending, certain non-recourse mortgages may be recourse to the Company under certain limited circumstances including environmental issues and breaches of material representations.



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The following table sets forth our mortgage notes payable at March 31, 2006, by scheduled maturity date (dollars in thousands):



|Property                                            |  |     |  | Principal
        AmountOutstanding |         | Interest
        Rate |      | Maturity
        Date |                         | AmortizationTerm (Years) |                      
|--------------------------------------------------- |  | --- |  | ----------------------------------- | ------- | --------------------- | ---- | --------------------- | ----------------------- | ------------------------ | ---------------------
|                                                    |  |     |  |                                     |         |                       |      |                       |                         |                          |                      
|Landmark
        Square, Stamford, CT               |  | (a) |  | $                                   | 41,307  |                       | 8.02 | %                     | October,
        2006   |                          | 25                   
|100
        Summit Lake Drive, Valhalla, NY         |  |     |  |                                     | 14,141  |                       | 8.50 | %                     | April,
        2007     |                          | 15                   
|333
        Earle Ovington Blvd., Mitchel Field, NY |  | (b) |  |                                     | 50,313  |                       | 7.72 | %                     | August,
        2007    |                          | 25                   
|810
        Seventh Avenue, NY, NY                  |  | (c) |  |                                     | 77,383  |                       | 7.73 | %                     | August,
        2009    |                          | 25                   
|275
        Broadhollow Road, Melville, NY          |  | (c) |  |                                     | 15,060  |                       | 7.73 | %                     | August,
        2009    |                          | 25                   
|90
        Merrick Avenue, East Meadow, NY          |  | (c) |  |                                     | 18,473  |                       | 7.73 | %                     | August,
        2009    |                          | 25                   
|580
        White Plains Road, Tarrytown, NY        |  | (d) |  |                                     | 11,941  |                       | 7.86 | %                     | September,
        2010 |                          | 25                   
|520
        Broadhollow Road, Melville, NY          |  | (e) |  |                                     | 11,869  |                       | 5.20 | %                     | October,
        2010   |                          | Interest
        Only
|50
        Marcus Avenue, Melville, NY              |  | (e) |  |                                     | 28,277  |                       | 5.20 | %                     | October,
        2010   |                          | Interest
        Only
|1660
        Walt Whitman Road, Melville, NY        |  | (e) |  |                                     | 11,386  |                       | 5.20 | %                     | October,
        2010   |                          | Interest
        Only
|919
        Third Avenue, NY, NY                    |  | (f) |  |                                     | 237,480 |                       | 6.87 | %                     | July,
        2011      |                          | 30                   
|711
        Westchester Avenue, White Plains, NY    |  |     |  |                                     | 12,525  |                       | 5.36 | %                     | January,
        2015   |                          | 30
        (g)       
|                                                    |  |     |  |                                     |         |                       |      |                       |                         |                          |                      
|Total
        / Weighted average                    |  |     |  | $                                   | 530,155 |                       | 7.09 | %                     |                         |                          |                      
|                                                    |  |     |  |                                     |         |                       |      |                       |                         |                          |                      

|(a) | Encompasses six Class A office properties.
|--- | ------------------------------------------

|(b) | At March 31, 2006, we had a 60% general partnership interest in this property and our proportionate share of the aggregate principal amount of the mortgage  was approximately $30.2 million.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(c) | These mortgages are cross-collateralized.
|--- | -----------------------------------------

|(d) | The property subject to this mortgage is contracted to be sold to the Australian JV in October 2006.
|--- | ----------------------------------------------------------------------------------------------------

|(e) | These mortgages are cross-collateralized by properties that are contracted to be sold, subject to the mortgages, to the Australian JV in October 2006.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------

|(f) | We have a 51% membership interest in this property and our proportionate share of the aggregate principal amount of the mortgage is approximately $121.1  million.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(g) | This mortgage note is interest only through January 2007 and then amortizes over a 30-year period.
|--- | --------------------------------------------------------------------------------------------------

Scheduled principal repayments to be made during the next five years and thereafter, for mortgage notes payable outstanding at March 31, 2006, are as follows (in thousands):



|           |  | PrincipalAmortization |        | Due
        atMaturity |   | Total   | 
|---------- |  | --------------------- | ------ | ---------------------- | - | ------- | 
|           |  |                       |        |                        |   |         | 
|2006       |  | $                     | 7,866  |                        | $ | 40,402  | 
|2007       |  |                       | 8,406  |                        |   | 60,642  | 
|2008       |  |                       | 7,370  |                        |   |        | 
|2009       |  |                       | 6,774  |                        |   | 100,254 | 
|2010       |  |                       | 4,665  |                        |   | 62,105  | 
|Thereafter |  |                       | 3,236  |                        |   | 228,435 | 
|           |  |                       |        |                        |   |         | 
|           |  | $                     | 38,317 |                        | $ | 491,838 | 
|           |  |                       |        |                        |   |         | 

At March 31, 2006, our unconsolidated joint ventures had total indebtedness of approximately $841.9 million, which was comprised of  $33.0 million of floating rate unsecured debt and approximately $808.9 million of fixed rate mortgage indebtedness with a weighted average interest rate of approximately 5.4% and a weighted average maturity of approximately 9.4 years. Our aggregate pro-rata share of the unconsolidated joint venture debt was approximately $181.5 million.

4.
  SENIOR UNSECURED NOTES

During March 2006, the Operating Partnership issued $275.0 million aggregate principal amount of ten-year 6.00% senior unsecured notes. Interest on the notes will be payable semi-annually on May 15 and November 15, commencing May 15, 2006.   Prior to the issuance of these notes, we entered into an anticipatory interest rate hedge instrument to protect ourselves against potentially rising interest rates. At the time the notes were issued, this instrument was settled and we received a net benefit of approximately $490,000. Such benefit has been recorded to OCI and is being amortized as a yield adjustment to the fixed rate notes. The net proceeds from the offering, after the underwriters discounts and expenses, were approximately $272.5 million and were used for the repayment of amounts outstanding under our term loan. (See Note 5)



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At March 31, 2006, the Operating Partnership had outstanding approximately $1.25 billion (net of unamortized 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 by scheduled maturity date (dollars in thousands):



|Issuance         |  | Face
        Amount |           | Coupon
        Rate |       | Term
        (in Years) |    | Maturity |                          
|---------------- |  | ------------------- | --------- | ------------------- | ----- | ----------------------- | -- | -------- | -------------------------
|                 |  |                     |           |                     |       |                         |    |          |                          
|June 17, 2002    |  | $                   | 50,000    |                     | 6.00  | %                       | 5  |          | June 15, 2007            
|August 27, 1997  |  |                     | 150,000   |                     | 7.20  | %                       | 10 |          | August 28, 2007          
|March 26, 1999   |  |                     | 200,000   |                     | 7.75  | %                       | 10 |          | March 15, 2009           
|January 22, 2004 |  |                     | 150,000   |                     | 5.15  | %                       | 7  |          | January 15, 2011         
|August 13, 2004  |  |                     | 150,000   |                     | 5.875 | %                       | 10 |          | August 15, 2014          
|March 31, 2006   |  |                     | 275,000   |                     | 6.00  | %                       | 10 |          | March 31, 2016           
|June 27, 2005    |  |                     | 287,500   |                     | 4.00  | %                       | 20 |          | June
        15, 2025 (a)
|                 |  |                     |           |                     |       |                         |    |          |                          
|                 |  | $                   | 1,262,500 |                     |       |                         |    |          |                          
|                 |  |                     |           |                     |       |                         |    |          |                          

|(a) | Exchangable senior debentures which are callable after June 17, 2010 at 100% of par. In addition, the debentures can be put to us, at the option of the holder at par, on June 15, 2010, 2015 and 2020.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Interest on the Senior Unsecured Notes is payable semiannually with principal and unpaid interest due on the scheduled maturity dates. In addition, certain of the Senior Unsecured Notes were issued at discounts aggregating approximately $8.6 million. Such discounts are being amortized to interest expense over the term of the Senior Unsecured Notes to which they relate. Through March 31, 2006, approximately $956,000 of the aggregate discounts have been amortized.

5.UNSECUREDCREDITFACILITY ANDTERMLOAN

We currently maintain our $500 million Credit Facility with JPMorgan Chase Bank, as administrative agent, Wells Fargo Bank, National Association as syndication agent and Citicorp, North America, Inc. and Wachovia Bank, National Association as co-documentation agents. The Credit Facility matures in August 2008, provides for a one-year extension subject to a fee of 25 basis points and, upon receiving additional lender commitments, for an increase to the maximum revolving credit amount to $750 million. In addition, borrowings under the Credit Facility accrue interest at a rate of LIBOR plus 80 basis points and the Credit Facility carries a facility fee of 20 basis points per annum. In the event of a change in the Operating Partnerships senior unsecured credit ratings the interest rates and facility fee are subject to change. At March 31, 2006, the outstanding borrowings under the Credit Facility aggregated
$180.0 million and carried a weighted average interest rate of 5.46% per annum.

We utilize the Credit Facility primarily to finance real estate investments, fund our real estate development activities and for working capital purposes. At March 31, 2006, we had availability under the Credit Facility to borrow approximately an additional $319.9 million, subject to compliance with certain financial covenants. Such amount is net of approximately $100,000 in an outstanding undrawn standby letter of credit, which is issued under the Credit Facility.

In connection with the acquisition of certain properties, contributing partners of such properties have provided guarantees on certain of our indebtedness. As a result, we maintain certain minimum outstanding balances on our Credit Facility.

On January 13, 2006, we obtained a $250.0 million term loan (the Term Loan) from Goldman Sachs Mortgage Company. The Term Loan was for an initial period of three months and had terms, including interest rates and financial covenants, substantially similar to our Credit Facility. Proceeds from the Term Loan were used to repay outstanding borrowings under our Credit Facility. On March 31, 2006, in conjunction with net proceeds received from the issuance of Senior Unsecured Notes, we repaid the entire amount outstanding under the Term Loan. As a result, the Term Loan has been retired and is no longer available for borrowings thereunder.

6.COMMERCIALREALESTATEINVESTMENTS

In May 2005, we acquired a 1.4 million square foot, 50-story, Class A office tower located at One Court Square, Long Island City, NY. On November 30, 2005, we sold a 70% joint venture interest in One Court Square to certain institutional funds advised by JPMorgan Investment Management (the JPM Investor). The operating agreement of the Court Square JV requires approvals from members on certain decisions including annual budgets, sale of the property, refinancing of the propertys mortgage debt and material renovations to the property. In addition, after September 20, 2009 the members each have the right to recommend the sale of the property, subject to the terms of the mortgage debt, and to dissolve the Court Square JV. We have evaluated the impact of FIN 46R on our accounting for the Court Square JV and have concluded that the Court Square JV is not a VIE. We account for the Court Square JV
under the equity method of accounting. We have also evaluated and determined that under Issue 04-5 the JPM Investor has substantive participating rights in the ordinary course of the Court Square JVs business. In accordance with the equity method of accounting, our proportionate share of the Court Square JV income was approximately $42,600 for the three months ended March 31, 2006.



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On May 26, 2005, we entered into a contract to sell approximately 60 acres of land located in Chatham Township, NJ for up to approximately $30.0 million, which will be based upon a final approved site plan. The sale is contingent upon due diligence, environmental assessment, final re-zoning and other customary approvals. There can be no assurances that any of the aforementioned contingences will be achieved and the sale ultimately completed.

On August 18, 2005, we entered into (i) an underwriting agreement relating to the public offering in Australia of approximately A$263.0 million (approximately US$202.0 million) of units (LPT Units) in a newly-formed Reckson-sponsored Australian listed property trust, Reckson New York Property Trust (Reckson LPT), a newly-formed listed property trust which is traded on the Australian Stock Exchange and (ii) contribution and sale agreements pursuant to which, among other things, we agreed to transfer 25 of our properties for an aggregate purchase price of approximately $563.0 million and containing an aggregate of 3.4 million square feet, in three separate tranches, to the Australian JV in exchange for a 25% interest in the Australian JV and approximately $502.0 million in cash (inclusive of proceeds from mortgage debt to be assumed by the Australian JV). On September 21, 2005, Reckson
LPT completed its public offering and the closing of the first of three tranches (Tranche I) of this transaction.

In connection with the Tranche I closing, the Australian JV acquired from us 17 of our suburban office properties containing approximately 2.0 million square feet for approximately $367.0 million (including the assumption of approximately $196.1 million in mortgage debt which had been incurred by us in August 2005  see Note 2). In return, we received a 25% interest in the Australian JV and approximately $128.1 million in cash resulting in an aggregate gain of approximately $103.6 million. As discussed below relating to certain guarantees we have made, approximately $18 million of the aggregate gain has been deferred to future periods pursuant to Statement No. 66 to coincide with the release of the guarantees. As a result, gains on sales of real estate reported in 2005, related to theTranche I closing was approximately $86.1 million.. Approximately $22.0 million of the cash received was used to repay
certain of our secured mortgage indebtedness on September 30, 2005 and approximately $105.7 million of the cash received was used to establish an escrow account with a qualified intermediary for a future exchange of real property pursuant to Section 1031 of the Code (a Section 1031 Exchange). A Section 1031 Exchange allows for the deferral of taxes related to the gain attributable to the sale of property if a qualified replacement property is identified within 45 days and such qualified replacement property is acquired within 180 days from the initial sale. On October 7, 2005 we acquired a qualified replacement property for purposes of this Section 1031 Exchange and thereby deferred a portion of the tax gain from the Tranche I sale.

In connection with the foregoing, on September 21, 2005, Reckson Australia Holdings LLC (Reckson Holdings), a wholly-owned subsidiary of the Operating Partnership, and Reckson Australia LPT Corporation (LPT REIT), a U.S. real estate investment trust which is wholly-owned by Reckson LPT, entered into the Amended and Restated Limited Liability Company Agreement governing the Australian JV (the Operating Agreement). Pursuant to the Operating Agreement, LPT REIT holds a 75% interest in, and acts as the managing member for, the Australian JV, and Reckson Holdings holds a 25% non-managing member interest therein. The Operating Agreement provides that, if at any time additional capital contributions are made to the Australian JV, Reckson Holdings will have a right to make additional capital contributions up to an amount necessary to maintain its 25% interest therein on the same
terms and conditions as such other capital contributions.

As the managing member of the Australian JV, LPT REIT has the sole responsibility for managing its business and affairs on a day-to-day basis, other than with respect to certain identified major decisions, including but not limited to a merger or consolidation involving the Australian JV, a disposition of all or substantially all of its assets, or the liquidation or dissolution of the Australian JV. Such major decisions require the prior written consent of a majority of the non-managing members. As a result of the foregoing, we are accounting for our 25% non-managing member interest in the Australian JV under the equity method of accounting. In accordance with the equity method of accounting, our proportionate share of the Australian JVs income was approximately $231,000 for the three months ended March 31, 2006.

On January 6, 2006, Reckson LPT completed the second Tranche of this transaction (Tranche II) whereby the Australian JV acquired three of our suburban office properties: 6800 and 6900 Jericho Turnpike, Jericho, NY and 710 Bridgeport Avenue, Shelton, CT, (the Tranche II Properties) aggregating approximately 761,000 square feet for approximately $84.6 million, including the assignment of approximately $20.1 million of mortgage debt. As a result, gains on sales of real estate related to Tranche II is approximately $35.4 million. Approximately $25.1 million of sales proceeds was used to establish an escrow account for the purpose of a future Section 1031 Exchange. Such amount is included in prepaid expenses and other assets on our consolidated balance sheet. The balance of the cash proceeds was used to fund our development activities and for general corporate purposes  There can be no
assurances that we will be able to identify and acquire qualified replacement properties within the required time frames under a Section 1031 Exchange, in which case we would not receive the tax benefit of such an exchange.

The Tranche III closing (Tranche III), consisting of five of our suburban office properties valued at approximately $111.8 million, is scheduled to close in October 2006 and will include the assumption by the Australian JV of approximately $51.5 million of existing mortgage debt. The Tranche III closing is subject to customary closing conditions and the Tranche III Properties consist of: 520 Broadhollow Road, 50 Marcus Avenue, 1660 Walt Whitman Road, all of which are located in Melville, NY, 580 White Plains Road, Tarrytown, NY and 300 Executive Park Drive, West Orange, NJ.



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Our Service Companies provide asset management, property management, leasing, construction and other services to the Australian JV and affiliates of ours are entitled to transaction fees and ongoing fees for providing services to the Australian JV. During the three months ended March 31, 2006, we earned and received approximately $819,000 in transaction related fees and approximately $894,000 of ongoing fees from the Australian JV. Such amounts are included in investment income and other on our consolidated statements of income. In addition, we also formed Reckson Australia Management Limited (RAML), a wholly owned subsidiary, that will manage Reckson LPT and serve as its Responsible Entity. The Responsible Entity will be managed by a six member board that includes three independent directors domiciled in Australia and three of the Companys executive officers. To address and
mitigate any potential conflicts of interest with Reckson LPT or its affiliates the Company has adopted the following policies: (i) all transactions between the Company and Reckson LPT or its affiliates shall require the approval of a majority of the independent directors of both the Company and Reckson LPT, (ii) executive officers and directors of the Company are prohibited from owning equity in Reckson LPT, and (iii) the adoption of an express policy which mandates that property services and leasing decisions shall be made without regard to the Companys percentage ownership of any property.

Under the Operating Agreement, Reckson Holdings will have the right, beginning September 21, 2007, to require LPT REIT to redeem all or a portion of Reckson Holdings membership interest in the Australian JV for cash or, at LPT REITs option, shares of LPT REITs common stock (which may be exchanged for LPT Units) on a one-for-one basis. Reckson Holdings also has the right to cause the liquidation of the Australian JV in the event that RAML is replaced as Reckson LPTs Responsible Entity. In addition, the Operating Agreement contains a right of first refusal granting Reckson Holdings the right to acquire any asset of the Australian JV, at fair market value, in the event of an attempted sale of such asset or the exercise of Reckson Holdings right to liquidate the Australian JV.

In connection with the Tranche I closing, on September 21, 2005, the Company, the Australian JV and LPT REIT entered into an Option Agreement (the Option Agreement) pursuant to which we granted the Australian JV options to acquire ten additional properties from the Operating Partnership over a two year period, beginning January 1, 2006. The properties contain an aggregate of approximately 1.2 million square feet and will be priced based on the fair market value. The Option Agreement contains a right of first refusal granting the Australian JV the right to acquire any option property from Reckson in the event we receive, and are amenable to, an offer from a third party to purchase such option property. The Option Agreement will terminate under certain circumstances, including if (i) the Australian JV sends notice of its intent to exercise its option but fails to close as obligated, (ii) the
Australian JV is in default under the Option Agreement, the contribution agreement or the sale agreement or (iii) RAML or an affiliate of ours is no longer the Responsible Entity of Reckson LPT.

In connection with the mortgage indebtedness securing nine of the Tranche I properties, which were transferred to the Australian JV on September 21, 2005, and three of the Tranche III properties scheduled to be transferred to the Australian JV during October 2006, we have guaranteed to the lender certain customary non-recourse carve-outs, as well as certain obligations relating to the potential termination of a number of leases at four of these properties. We have also guaranteed to the lender certain capital requirements related to these properties. We will be relieved of the customary non-recourse carve-outs and capital requirements upon transfer of the respective properties to the Australian JV and the Australian JV meeting a net worth test of at least $100.0 million. We will be relieved of all but two of the lease related obligations upon transfer of the respective properties to the Australian JV and the
Australian JV meeting a net worth test of at least $200.0 million. The Australian JV has agreed to indemnify us for any loss, cost or damage it may incur pursuant to our guaranty of these obligations. As of March 31, 2006, the Australian JV met the $100.0 million net worth threshold and there remain approximately $18 million of aggregate guarantees outstanding.

In accordance with FASB Statement No. 144, the assets and liabilities of the properties transferred and to be transferred, excluding the option properties, to the Australian JV are classified as held for sale on our consolidated balance sheets, for all periods presented.

During September 2005, we entered into a letter of intent with an entity owned by the owner of the New York Islanders professional hockey team to enter into a 50 / 50 joint venture to potentially develop over five million square feet of office, residential, retail and hotel space located on 77 acres in the Mitchel Field, Long Island sub-market in and around Nassau Countys Veterans Memorial Coliseum where we are currently the largest owner of office properties. In March 2006, the joint venture was selected by the County Executive for the development of the 77 acre site. The development remains subject to certain conditions and governmental approvals, including legislative, zoning and other customary approvals. In addition, there can be no assurances that we will enter into the aforementioned joint venture, that all applicable conditions will be satisfied or that all required approvals can be obtained.

On March 7, 2006, we sold our 354,000 square foot office building in Orlando, Florida for aggregate consideration of approximately $70.0 million which resulted in a gain of approximately $9.5 million. Such gain is reflected as a component of discontinued operations on our consolidated statements of income. This non-core real estate holding was acquired in May 1999 in connection with our initial New York City portfolio acquisition. Net proceeds from the sale were used to establish an escrow account with a qualified intermediary for a future Section 1031 Exchange. Such amount is included in prepaid expenses and other assets on our consolidated balance sheet. There can be no assurances that we will be able to identify and acquire qualified replacement properties within the required time frames under a Section 1031 Exchange, in which case we would not receive the tax benefit of such an exchange.

On March 31, 2006, we sold a 161,000 square foot office building located in Westchester County for $35.3 million. Sales proceeds received were used for the repayment of the mortgage note encumbering the property located at 1350 Avenue of the Americas in New York, NY. This non-core real estate holding was acquired in December 2005 as part of a 14 office property portfolio acquisition.



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On March 31, 2006, a group of institutional investors led by JPMorgan Investment Management, our joint venture partner in the Court Square JV and the property located at 919 Third Avenue, NY purchased our option to acquire the existing minority partners 40% partnership interest in the Omni Property for net proceeds of approximately $9.0 million. Such proceeds have been included in investment income and other on our consolidated statements of income. In connection with this transaction, the original minority partner repaid to us approximately $22.1 million representing amounts due under a note receivable which was secured by their interest in the Omni Property. Such aggregate proceeds to us of approximately $31.2 million were used for the repayment of the mortgage note encumbering the property located at 1350 Avenue of the Americas in New York, NY. At March 31,


 2006, the Omni Property was approximately 96% leased.

As of March 31, 2006, we owned and operated 94 office properties (inclusive of twenty-six office properties owned through joint ventures) comprising approximately 19.3 million square feet and eight flex properties (inclusive of two flex properties owned through joint ventures) comprising approximately 863,000 square feet located in the New York Tri-State Markets.

We also own certain land parcels throughout our markets in the New York Tri-State Markets which we hold for current and future development (the Development Parcels). We recently completed the ground-up development on one of the Development Parcels of a 305,000 square foot Class A office building which commenced in July 2004 and is located within our existing three building executive office park in Melville, NY with a total investment of approximately $64.0 million. During July 2005, we commenced the ground-up development on one of the Development Parcels of a 37,000 square foot Class A retail property located within our existing six building Landmark Square office park in Stamford, Connecticut. In August 2005, we recommenced the ground-up development of one of the Development Parcels of a 313,000 square foot Class A office building located within our existing three building office park located in
Princeton, NJ. Further, one of the Development Parcels, aggregating approximately 4.1 acres, is classified as held for sale on our balance sheets and is expected to close during September 2006 for aggregate consideration of $2.0 million. Excluding the foregoing, at March 31, 2006 our inventory of Development Parcels aggregated approximately 305 acres of land in 9 separate parcels in which we had invested approximately $121.9 million. In addition, as previously discussed, in May 2005, we entered into a contract to sell approximately 60 acres of vacant land in Chatham Township, NJ, subject to a change in zoning and other conditions. There can be no assurances that such conditions will be met or that the transaction will be consummated.

Management has made subjective assessments as to the value and recoverability of our investments in the Development Parcels based on current and proposed development plans, market comparable land values and alternative use values. Based on these assessments, we believe there is no impairment to the carrying value of the Development Parcels. We are currently evaluating alternative land uses for certain of the remaining Development Parcels to realize their highest economic value. These alternatives may include rezoning certain Development Parcels from commercial to residential for potential disposition.

Discontinued Operations

At March 31, 2006, we had identified five of our operating properties and one parcel of land as held for sale in accordance with Statement No. 144. We have classified the assets and liabilities for these properties and parcel of land at March 31, 2006 and December 31, 2005 on our consolidated balance sheets as held for sale. In addition, where we will not have a continuing interest in their operations, we have classified their results of operations, for all periods presented, as discontinued operations on our consolidated statements of income.

In addition, during 2006 we sold two of our operating properties. We have classified the assets and liabilities for these properties at December 31, 2005 on our consolidated balance sheet as held for sale. In addition, we have classified their results of operations, for all periods presented, and gains from their sales, as discontinued operations on our consolidated statements of income.



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The following table sets forth those assets and liabilities classified on our balances sheets as held for sale (in thousands):



|                                                                   |  | March 31, 2006 |        | December 31, 2005 |  
|------------------------------------------------------------------ |  | -------------- | ------ | ----------------- | -
|                                                                   |  |                |        |                   |  
|                                                                   |  | Assets         |        | Liabilities       |  
|                                                                   |  |                |        |                   |  
|Properties held for sale at March 31, 2006:                        |  |                |        |                   |  
|The Australian JV Tranche III Properties                           |  | $              | 66,122 |                   | $
|Land parcel located in Long Island, New York                       |  |                | 1,129  |                   |  
|                                                                   |  |                |        |                   |  
|Properties sold during 2006:                                       |  |                |        |                   |  
|The Australian JV Tranche II Properties                            |  |                |       |                   |  
|One operating property located in Westchester County, New York (a) |  |                |       |                   |  
|One Orlando Centre located in Orlando, Florida                     |  |                |       |                   |  
|                                                                   |  |                |        |                   |  
|Totals                                                             |  | $              | 67,251 |                   | $
|                                                                   |  |                |        |                   |  

The following table sets forth the income from discontinued operations and the related net gains on sales of real estate for those properties sold during the three month periods ended March 31, 2006 and 2005 (in thousands and net of minority and limited partners interests):



|                                                                   |  | Three months ended March 31, |       
|------------------------------------------------------------------ |  | ---------------------------- | ------
|                                                                   |  |                              |       
|                                                                   |  | 2006                         |       
|                                                                   |  |                              |       
|Income (loss) from discontinued operations:                        |  |                              |       
|310 / 333 East Shore Road, Great Neck, New York                    |  | $                            |      
|48 Harbor Park Drive, Port Washington, New York                    |  |                              |      
|100 Wall Street, New York, New York                                |  |                              |      
|One Orlando Centre located in Orlando, Florida                     |  |                              | 415   
|One operating property located in Westchester County, New York (a) |  |                              | 478   
|                                                                   |  |                              |       
|Total income from discontinued operations                          |  |                              | 893   
|                                                                   |  |                              |       
|                                                                   |  |                              |       
|Gains on sales of real estate:                                     |  |                              |       
|One Orlando Centre located in Orlando, Florida                     |  |                              | 9,518 
|One operating property located in Westchester County, New York (a) |  |                              |      
|                                                                   |  |                              |       
|Total gains on sales of real estate  discontinued operations      |  |                              | 9,518 
|                                                                   |  |                              |       
|Total discontinued operations                                      |  | $                            | 10,411
|                                                                   |  |                              |       

|
|

|(a) | Property acquired
    December 2005.                                                 
|--- | -------------------------------------------------------------------------------------
|(b) | Propertys cost basis was equivalent to the sales price resulting in no gain or loss.

Note Receivable Investments

On March 30, 2006, we advanced approximately $14.2 million under three separate loan agreements which are secured by certain flex properties, aggregating approximately 450,000 square feet, located in Nassau County, Long Island and in part by a personal guarantee of an affiliate of the borrower. These loans have an initial weighted average interest rate of 15.3% and mature on April 1, 2008. In addition, the loans are not prepayable, without penalty, prior to October 1, 2007.

On March 31, 2006, as discussed above, we were repaid approximately $22.1 million, including accrued interest, under a 12.0% per annum, $17.0 million note receivable investment which was secured by a minority partnership interest in the Omni Property.

At March 31, 2006, we had invested approximately $93.4 million in mezzanine loans and approximately $55.3 million in a participating loan investment. In general these investments are secured by a pledge of either a direct or indirect ownership interest in the underlying real estate or leasehold, other guaranties, pledges and assurances.



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The following table sets forth the terms of the mezzanine loans at March 31, 2006 (in thousands):



|Property                                        |  | Amount |        | Interest
        Rate |       | Funding |                    | Maturity |                   
|----------------------------------------------- |  | ------ | ------ | --------------------- | ----- | ------- | ------------------ | -------- | ------------------
|                                                |  |        |        |                       |       |         |                    |          |                   
|Long
        Island office portfolio            |  | $      | 8,031  |                       | 9.00  | %       | Mar.,
        2005 |          | Apr.,
        2010
|Long
        Island office portfolio            |  |        | 20,356 |                       | 9.00  | %       | Mar.,
        2005 |          | Apr.,
        2012
|72
        Madison Avenue, NY, NY (b)           |  |        | 10,000 |                       | 20.00 | %       | Oct.,
        2005 |          | Oct.,
        2007
|1166
        Avenue of the Americas, NY, NY (c) |  |        | 25,000 |                       | 17.50 | %       | Nov.,
        2005 |          | Nov.,
        2009
|100
        Wall Street, NY, NY                 |  |        | 30,000 |                       | 15.00 | %       | Dec.,
        2005 |          | Dec.,
        2007
|                                                |  |        |        |                       |       |         |                    |          |                   
|                                                |  | $      | 93,387 |                       |       |         |                    |          |                   
|                                                |  |        |        |                       |       |         |                    |          |                   

|
|

|(a) | Prepayable without penalty after 18 months from initial funding.
|--- | ----------------------------------------------------------------

|(b) | In addition to this mortgage loan, Reckson Construction and Development, LLC (RCD) entered into a development agreement with the owner of the property to perform certain predevelopment, development and / or other services with respect to the property. In exchange for its services, RCD will receive a development fee of $2.0 million which is payable in equal monthly installments over a two-year period.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(c) | Junior mezzanine loan secured by interests in a 550,000 square foot condominium interest.
|--- | -----------------------------------------------------------------------------------------

Our $55.3 million participating loan investment was funded in May 2005 and is secured by an indirect interest in a 550,000 square foot condominium in a Class A office tower located at 1166 Avenue of the Americas, New York, NY. The loan accrues interest compounded at 9.0% and pays interest at an annual rate of 6.0% through March 2010, 8.5% thereafter through March 2015 and 11.0% thereafter through maturity in 2020. The loan is pre-payable only under certain circumstances and, in any case, not before 2009. Upon a capital event related to the indirect interest in the property which secures the loan, we are entitled to participate in 30% of the net proceeds derived from such capital event.

As of March 31, 2006, we held one other note receivable, which aggregated $1.0 million and carried an interest rate of 10.50% per annum (the Other Note) and collectively with the loans advanced during March 2006, our mezzanine loans and preferred loan investment (the Note Receivable Investments). The Other Note matures on January 31, 2010 and is secured in part by a minority partners preferred unit interest in the Operating Partnership.

As of March 31, 2006, management has made subjective assessments as to the underlying security value on the Note Receivable Investments. Based on these assessments, we believe there is no impairment to their carrying value.

|7.PARTNERS
        CAPITAL
|---------------------------

A Class A OP Unit and a share of common stock have similar economic characteristics as they effectively share equally in the net income or loss and distributions of the Operating Partnership. As of March 31, 2006, the Operating Partnership had issued and outstanding 1,552,133 Class A OP Units and 465,845 Class C OP Units. The Class A OP Units and the Companys common stock currently receive a quarterly distribution of $0.4246 per unit/share. The Class C OP Units were issued in August 2003 in connection with the contribution of real property to the Operating Partnership and currently receive a quarterly distribution of $0.4664 per unit. Subject to certain holding periods, OP Units may either be redeemed for cash or, at the election of the Company, exchanged for shares of common stock on a one-for-one basis.

The Operating Partnership issues additional units to the Company, and thereby increases the Companys general partnership interest in the Operating Partnership, with terms similar to the terms of any securities (i.e., common stock or preferred stock) issued by the Company (including any securities issued by the Company upon the exercise of stock options). Any consideration received by the Company in respect of the issuance of its securities is contributed to the Operating Partnership. In addition, the Operating Partnership or a subsidiary funds the compensation of personnel, including any amounts payable under the Companys LTIP.

The limited partners interest in the Operating Partnership (Limited Partner Capital), which is reflected on the accompanying consolidated statements of partners capital, is reported at an amount equal to the limited partners ownership percentage of the net equity of the Operating Partnership at the end of reporting period. The Limited Partner Capital is adjusted at the end of the period to reflect the ownership percentages at that time.

During
    June 2005, the Operating Partnership issued $287.5 million aggregate principal
    amount of 4.00% exchangeable senior debentures due June 15, 2025. The debentures
    were issued at 98% of par and are exchangeable for shares of common stock
    of the Company on or after June 15, 2024 at an initial exchange rate of 24.6124
    common shares per $1,000 of principal amount of debentures. The debentures
    are also exchangeable: (i) if the market price of the Companys common
    stock over a specified period of time is more than 125% of the exchange price
    per share
    then in effect; (ii) if the trading price of the debentures over a specified
    period of time is less than 98% of the product of the closing price of the
    Companys shares multiplied by the applicable exchange rate; (iii) during
    a specified period of time, for any debentures that have been called for
    redemption;
    (iv) under certain circumstances, upon the occurrence of a distribution to
     holders of the Companys shares of (a) rights to purchase the Companys common
     stock at a price below the market price of the Companys shares or
     (b) assets, debt securities or rights to purchase the Companys securities
     or securities of the Operating Partnership
    that
    have a per share value exceeding 10% of the market price of the Companys
    shares; or (v) if the Companys common stock is not listed on a national
    or regional securities exchange or quoted on NASDAQ for 30 consecutive trading
    days.



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The
    initial exchange price of $40.63 represents a premium of approximately 25%
    to the closing price of the Companys common stock on the issuance date
    of $32.50 per share. If exchanged in accordance with their terms, the debentures
    will be settled in cash up to their principal amount and any remaining exchange
    value will be settled, at our option, in cash, the Companys common
    stock or a combination thereof. In accordance with the exchange rate terms
    of the debentures the Company has reserved approximately 8.8 million shares
    of its authorized common stock, $.01 par value, for potential future issuance
    upon the exchange of the debentures. Such amount is based on an exchange
    rate of 30.7692 common shares per $1,000 of principal amount of debentures.
    Although we have reserved these shares pursuant to the exchange rate terms,
    we believe the issuance of the Companys shares, if any, would be significantly
    less than 8.8 million shares. The debentures are guaranteed by the Company.
    We
    have the option to redeem the debentures beginning June 18, 2010 for the
    principal amount plus accrued and unpaid interest. Holders of the debentures
    have the right to require us to repurchase their debentures at 100% of the
    principal amount thereof plus accrued and unpaid interest on June 15, 2010,
    June 15, 2015 and June 15, 2020 or, in the event of certain change in control
    transactions, prior to June 15, 2010.

During the three month period ended March 31, 2006, 85,083 shares of the Companys common stock were issued in connection with the exercise of outstanding options to purchase stock under its stock option plans resulting in proceeds to us of approximately $2.1 million. In addition, during February 2006, a limited partner in the Operating Partnership exchanged 17,009 OP Units for an equal number of shares of the Companys common stock.

The Board of Directors of the Company initially authorized the purchase of up to 5.0 million shares of the Companys common stock. Transactions conducted on the New York Stock Exchange have been, and will continue to be, effectuated in accordance with the safe harbor provisions of the Securities Exchange Act of 1934 and may be terminated by the Company at any time. Since the Boards initial authorization, the Company has purchased 3,318,600 shares of its common stock for an aggregate purchase price of approximately $71.3 million. In June 2004, the Board of Directors re-set the Companys common stock repurchase program back to 5.0 million shares. No purchases have been made since March 2003.

The Operating Partnership has issued and outstanding 1,200 preferred units of limited partnership interest with a liquidation preference value of $1,000 per unit and a stated distribution rate of 7.0%, which is subject to reduction based upon terms of their initial issuance (the Preferred Units). The terms of the Preferred Units provide for this reduction in distribution rate in order to address the effect of certain mortgages with above market interest rates which were assumed by the Operating Partnership in connection with properties contributed to the Operating Partnership in 1998.  As a result of the aforementioned reduction, there are currently no distributions being made on the Preferred Units.

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.

In July 2002, as a result of certain provisions of the Sarbanes-Oxley Act of 2002, we discontinued the use of stock loans in our Long Term Incentive Programs (LTIP).
    In connection with LTIP grants made prior to the enactment of the Sarbanes-Oxley
    Act of 2002, we currently have stock loans outstanding to certain executive
    officers which were used to purchase 385,000 shares of the Companys common stock.
    The stock loans were priced at the market prices of the Companys  common
    stock at the time of issuance, bear interest at the mid-term Applicable Federal
    Rate and are secured by the shares purchased. Such stock loans (including
    accrued interest) are scheduled to vest and be ratably forgiven each year
    on the anniversary of the grant date based upon initial vesting periods ranging
    from seven to ten years. Such forgiveness is based on continued service and
    in part on the Company attaining certain annual performance measures. These
    stock loans had an initial aggregate weighted average vesting period of approximately
    nine years. As of March 31, 2006, there remains 149,714 shares of common
    stock subject to the original stock loans which are anticipated to vest between
    2006 and 2011. Approximately $802,000 and $528,000 of compensation expense
    (inclusive of cash payments in respect of taxes payable by the borrower resulting
    from such forgiveness) was recorded for each of the three month periods ended
    March 31, 2006 and 2005, respectively, related to these loans. Such amounts
    have been included in marketing, general and administrative expenses on the
accompanying consolidated statements of income.

The outstanding stock loan balances due from executive officers aggregated approximately $3.2 million and $3.8 million at March 31, 2006 and December 31, 2005, respectively, and have been included as a reduction of additional paid in capital on the accompanying consolidated balance sheets. Other outstanding loans to executive and senior officers at March 31, 2006 and December 31, 2005 amounted to approximately $1.9 million and $2.5 million, respectively, and are included in investments in affiliate loans and joint ventures on the accompanying consolidated balance sheets and are primarily related to tax payment advances on stock compensation awards and life insurance contracts made to certain executive and non-executive officers.



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In November 2002 and March 2003, an award of rights was granted to certain executive officers of the Company (the 2002 Rights and 2003 Rights, respectively, and collectively, the Rights).
    Each Right represents the right to receive, upon vesting, one share of the
    Companys common stock if shares are then available for grant under
    one of the Companys stock option plans or, if shares are not so available, an amount of cash equivalent to the value of such stock on the vesting date. The 2002 Rights vest in four equal annual installments beginning on November 14, 2003 (and shall be fully vested on November 14, 2006). The 2003 Rights were earned on March 13, 2005 and vest in three equal annual installments beginning on March 13, 2005 (and shall be fully vested on March 13, 2007). Dividends on the shares will be held by the Company until such shares become vested, and will be distributed
thereafter to the applicable officer. The 2002 Rights also entitle the holder thereof to cash payments in respect of taxes payable by the holder resulting from the 2002 Rights. The 2002 Rights aggregate 62,835 shares of the Companys common stock and the 2003 Rights aggregate 26,040 shares of common stock. As of March 31, 2006, there remains 15,709 shares of common stock reserved related to the 2002 Rights and 8,682 shares of common stock reserved related to the 2003 Rights. Approximately $120,000 and $104,000 of compensation expense was recorded for each of the three month periods ended March 31, 2006 and 2005, respectively, related to the Rights. Such amounts have been included in marketing, general and administrative expenses on the accompanying consolidated statements of income.

In March 2003, the Company established a new LTIP for its executive and senior officers (the 2003 LTIP). The four-year plan has a core award, which provides for annual stock based compensation based upon continued service and in part based on the Company attaining certain annual performance measures. The plan also has a special outperformance component in the form of a bonus pool equal to 10% of the total return in excess of a 9% cumulative and compounded annual total return on the Companys common equity for the period through the four-year anniversary after the date of grant (the Special Outperformance Pool). The aggregate amount payable to such officers from the Special Outperformance Pool is capped at an amount calculated based upon a total cumulative and compounded annual return on the common equity of 15%. An officers special outperformance award represents an
allocation of the Special Outperformance Pool and will become vested on the fourth anniversary of the date of grant, provided that the officer remains in continuous employment with the Company or any of its affiliates until such date, and the Company has achieved on a cumulative and compounded basis, during the four fiscal years completed on the applicable anniversary date, a total return to holders of the common equity that (i) is at or above the 60thpercentile of the total return to stockholders achieved by members of the peer group during the same period and (ii) equals at least 9% per annum. Special outperformance awards will be paid in cash; however, the Compensation Committee, in its sole discretion, may elect to pay such an award in shares of common stock, valued at the date of vesting, if shares are available at such time under any of the Companys existing stock option plans. The LTIP provides that no dividends or
dividend equivalent payments will accrue with respect to the special outperformance awards. On March 13, 2003, the Company made available 827,776 shares of its common stock under its existing stock option plans in connection with the core award of the 2003 LTIP for certain of its executive and senior officers. During May 2003, the special outperformance awards of the 2003 LTIP were amended to increase the per share base price above which the four year cumulative return is measured from $18.00 to $22.40.

The Board of Directors approved an amendment to the 2003 LTIP to revise the peer group used to measure relative performance. The amendment eliminated the mixed office and industrial companies and added certain other pure office companies in order to revise the peer group to office sector companies. The Board has also approved the revision of the performance measurement dates for future vesting under the core component of the 2003 LTIP from the anniversary of the date of grant to December 31 of each year. This was done in order to have the performance measurement coincide with the performance period that the Company believes many investors use to judge the performance of the Company.

On December 27, 2004, the Operating Partnership entered into definitive agreements with certain executive and senior officers of the Company to revise their incentive awards under the 2003 LTIP. The revised agreements provide for (i) the rescission of the unvested portion of their core awards and (ii) an award in exchange for the rescinded core awards of an equal number of units of a new class of limited partnership interests (LTIP Units) of the Operating Partnership.

Each executive and senior officer participating in the 2003 LTIP was offered the option to retain all or a portion of his core awards or to rescind them in exchange for new awards of LTIP Units. On December 27, 2004, certain executive and senior officers accepted such offer and thereby amended their Amended and Restated Long-Term Incentive Award Agreement to cancel, in the aggregate, 362,500 shares of restricted stock of the Company representing all or a portion of their unvested core award, and received an equal number of LTIP Units.

The revised awards under the 2003 LTIP were designed to provide the potential for executives to retain a greater equity interest in the Company by eliminating the need for executives to sell a portion of the core awards immediately upon vesting in order to satisfy personal income taxes which are due upon vesting under the original core awards.

With respect to the 2003 LTIP, the Company met its annual performance measure with respect to the 2005, 2004 and 2003 annual measurement periods, respectively. As a result, the Company issued to the participants of the 2003 LTIP 86,111, 102,779 and 206,944 shares of its common stock, respectively, related to the core component of the 2003 LTIP.



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The terms of each award of LTIP Units are substantially similar to those of the core awards under the 2003 LTIP. The vesting, performance hurdles and timing for vesting remain unchanged. However, an LTIP Unit represents an equity interest in the Operating Partnership, rather than the Company. At issuance, the LTIP Unit has no value but may over time accrete to a value equal to (but never greater than) the value of one share of common stock of the Company (a REIT Share). Initially, LTIP Units will not have full parity with OP Units with respect to liquidating distributions. Upon the occurrence of certain triggering events (such as the issuance of additional OP Units by the Operating Partnership), the Operating Partnership will revalue its assets for the purpose of the capital accounts of its partners and any increase in valuation of the Operating Partnerships assets from the date
of the issuance of the LTIP Units through the triggering event will be allocated to the capital accounts of holders of LTIP Units until their capital accounts are equivalent to the capital accounts of holders of OP Units. If such equivalence is reached, LTIP Units would achieve full parity with OP Units for all purposes, and therefore accrete to an economic value equivalent to REIT Shares on a one-for-one basis. In addition, if such parity is reached, vested LTIP Units may only be converted into an equal number of OP Units after two years from the date of grant. However, in the absence of an increase in the value of the assets of the Operating Partnership and the occurrence of triggering events, such economic equivalence would not be reached. Until and unless such economic equivalence is reached, the value that the officers will realize for vested LTIP Units will be less than the value of an equal number of REIT Shares. In addition, LTIP Units are subject to
specific performance related vesting requirements. In addition, unlike core awards under the 2003 LTIP (wherein dividends that accumulate are paid upon vesting), LTIP Units will receive the same quarterly distributions as OP Units on a current basis, thus providing full dividend equivalence with REIT Shares. Each LTIP Unit awarded is deemed equivalent to an award of one share of common stock reserved under one of the Companys stock option plans, reducing availability for other equity awards on a one-for-one basis. At the scheduled March 2005 vesting date, the specified performance hurdles were met, and officers that received LTIP Units received a one-time cash payment that represented payment of the full vested amount of the accrued unpaid dividends under the core award of the 2003 LTIP through December 27, 2004, the issuance date of the LTIP Units. In addition, the officers, in the aggregate, vested in 104,167 LTIP Units. At the scheduled March 2006 vesting date, the specified
performance hurdles were met and officers that received LTIP Units, in the aggregate, vested in 120,833 LTIP Units. In order to more closely replicate the terms of the core awards being rescinded, the Company also entered into agreements with three executive officers, which provide that in the event of a change of control the executive shall receive the equivalent value of one REIT Share for each LTIP Unit.

For each of the calendar years ended December 31, 2004 and 2005, following the recommendations of the Compensation Committee, eight senior and executive officers of the Company were awarded, in the aggregate, 272,100 LTIP Units and 207,000 LTIP Units, respectively, for outperformance and to continue to incentivize them for the long-term (the Incentive Unit Grants). The terms of the Incentive Unit Grants are generally consistent with the terms of the 2003 LTIP, including with respect to the impact upon vesting in the event of a change of control.

As
    a result of the foregoing, there remains 69,443 shares of common stock reserved
    for future issuance under the core award of the 2003 LTIP and 616,600 shares
    of common stock reserved for issuance with respect to the issuance of LTIP
    Units. With respect to the core award of the 2003 LTIP, the Company recorded
    approximately $305,000 of compensation expense for each of the three month
    periods ended March 31, 2006 and 2005. In addition, with respect to the LTIP
    Units and the Incentive Unit Grants, the Company recorded compensation expense
    of approximately $822,000 and $465,000, respectively, for the three month
    periods ended March 31, 2006 and 2005. Such amounts have been included in
    marketing, general and administrative expenses on the accompanying consolidated
    statements of income. Based on the terms of the 2003 LTIP, potential outcomes
    of the Special Outperformance Pool are estimated to range from $0, assuming
    the requisite four year cumulative performance measures are not met, to a
    maximum of approximately $35.0 million, assuming relative peer group performance
    measures are met and a cap of 15% cumulative and compounded return on common
    equity. As of March 31, 2006, we have accrued approximately $27.2 million
    of compensation expense with respect to the Special Outperformance Pool of
    which $3.6 million was accrued during the three months ended March 31, 2006.
    This amount is calculated on the closing stock price of the Companys common
stock on March 31, 2006 and is based on managements determination of the probability of requisite performance measures being met. The accrual represents approximately 76% of the total estimated Special Outperformance Pool reflecting the service period through March 31, 2006.

Compensation expense with respect to the core component of the 2003 LTIP, which relates to the Company attaining certain annual performance measures, is recognized as a target stock price plan. Under this type of plan, compensation expense is recognized for the target stock price awards whether or not the targeted stock price condition is achieved as long as the underlying service conditions are achieved. Accordingly, we obtained an independent third party valuation of the 2003 LTIP awards and recognize compensation expense on a straight-line basis through the performance and vesting period for awards to employees who remain in service over the requisite period regardless of whether the target stock price has been reached.

Compensation expense with respect to the core component of the 2003 LTIP, which relates to the continued service of the grantee, is recognized as compensation expense on a straight-line basis through the vesting period based on the fair market value of the stock on the date of grant.

As a result of the election of certain executive and senior officers to exchange all or a portion of their unvested core awards under the 2003 LTIP into an equal number of LTIP Units we again obtained an independent third party valuation of the newly granted LTIP Units and determined that the fair value of the LTIP Units was not greater than the exchanged 2003 LTIP awards on the date of the exchange. As such, compensation expense to be recognized, on a straight-lined basis, over the vesting period of the LTIP Units equals the amount of unamortized compensation expense cost for the 2003 LTIP awards as of the exchange date.

On January 1, 2006, we adopted Statement No. 123R and have determined that the adoption of Statement No. 123R did not have a material impact on our consolidated financial statements.



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As of March 31, 2006, the Company had approximately 1.3 million shares of its common stock reserved for issuance under its stock option plans, in certain cases subject to vested terms, at a weighted average exercise price of $24.72 per option. In addition, the Company has approximately 2.7 million shares of its common stock reserved for future issuance under its stock option plans.



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|8.SUPPLEMENTALDISCLOSURES OFCASHFLOWSINFORMATION(IN THOUSANDS)
|--------------------------------------------------------------



|                                                 |  | Three
        Months EndedMarch 31, |       
|------------------------------------------------ |  | ----------------------------------- | ------
|                                                 |  |                                     |       
|                                                 |  | 2006                                |       
|                                                 |  |                                     |       
|Cash
        paid during the period for interest |  | $                                   | 38,527
|                                                 |  |                                     |       
|Interest
        capitalized during the period   |  | $                                   | 3,110 
|                                                 |  |                                     |       

|9.SEGMENTDISCLOSURE
|-------------------

We own all of the interests in our real estate properties directly or indirectly through the Operating Partnership. Our portfolio consists of Class A office properties located within the New York City metropolitan area and Class A suburban office and flex properties located and operated within the New York Tri-State Markets (the Core Portfolio). We have formed an Operating Committee that reports directly to our Chief Executive Officer and Chief Financial Officer who have been identified as the Chief Operating Decision Makers due to their final authority over resource allocation, decisions and performance assessment.

We do not consider (i) interest incurred on our Credit Facility, Term Loan and Senior Unsecured Notes, (ii) the operating performance of those properties reflected as discontinued operations on our consolidated statements of income and (iii) the operating results of the Service Companies as part of our Core Portfolios property operating performance for purposes of our component disclosure set forth below.

The accounting policies of the reportable segments are the same as those described in the summary of significant accounting policies. In addition, historical amounts have been adjusted to give effect to our discontinued operations in accordance with FASB Statement No. 144.



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The following table sets forth the components of our revenues and expenses and other related disclosures (in thousands):



|                                                                                                                                      |  | Three
        months ended |          
|------------------------------------------------------------------------------------------------------------------------------------- |  | -------------------------- | ---------
|                                                                                                                                      |  |                            |          
|                                                                                                                                      |  | March
        31, 2006     |          
|                                                                                                                                      |  |                            |          
|                                                                                                                                      |  | Core
        Portfolio     |          
|                                                                                                                                      |  |                            |          
|PROPERTY
        OPERATING REVENUES:                                                                                                  |  |                            |          
|Base
        rents, tenant escalations and reimbursements                                                                             |  | $                          | 135,153  
|                                                                                                                                      |  |                            |          
|EXPENSES:                                                                                                                             |  |                            |          
|Property
        operating expenses                                                                                                   |  |                            | 60,235   
|Marketing,
        general and administrative                                                                                         |  |                            | 5,003    
|Depreciation
        and amortization                                                                                                 |  |                            | 32,693   
|                                                                                                                                      |  |                            |          
|Total
        operating expenses                                                                                                      |  |                            | 97,931   
|                                                                                                                                      |  |                            |          
|Operating
        income (loss)                                                                                                       |  |                            | 37,222   
|                                                                                                                                      |  |                            |          
|NON-OPERATING
        INCOME AND
        EXPENSES                                                                                     |  |                            |          
|Gains
        on sales of real estate                                                                                                 |  |                            | 35,393   
|Interest
        income, investment income and other                                                                                  |  |                            | 973      
|Interest:                                                                                                                             |  |                            |          
|Expense
        incurred                                                                                                              |  |                            | (7,657   
|Amortization
        of deferred financing costs                                                                                      |  |                            | (452     
|Long-term
        incentive compensation expense                                                                                      |  |                            |         
|                                                                                                                                      |  |                            |          
|Total
        non-operating income and expenses                                                                                       |  |                            | 28,257   
|                                                                                                                                      |  |                            |          
|Income
        (loss) before minority interests, equity in earnings of real estate joint
        ventures and discontinued operations |  | $                          | 65,479   
|                                                                                                                                      |  |                            |          
|Total
        Assets                                                                                                                  |  | $                          | 3,391,785
|                                                                                                                                      |  |                            |          
|                                                                                                                                      |  |                            |          



10.NON-CASH
        INVESTING AND FINANCINGACTIVITIES

During
  February 2006, a limited partner in the Operating Partnership exchanged 17,009
  OP Units for an equal number of shares of the Companys common stock which
  were valued at $39.10 per OP Unit for total non cash consideration of approximately
  $665,000.

On March 31, 2006, a group of institutional investors purchased our option to acquire the existing minority partners 40% partnership interest in the Omni Property for net proceeds of approximately $9.0 million. Simultaneously, these institutional investors exercised the option and acquired the minority partners interest from the minority partner for approximately $50.8 million including the assumption of an allocation of approximately $20.1 million of mortgage debt on the Omni Property for a total investment of $59.9 million. As a result of the foregoing and in accordance with Statement No.s 141 and 142, we recorded approximately $44.4 million of fair value adjustments to the real estate and other intangible assets acquired by the institutional investors.



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11. RELATEDPARTYTRANSACTIONS

In
    connection with the IPO, we were granted an option to acquire
    the property located at 225 Broadhollow Road which is owned by certain Rechler
    family members including Scott H. Rechler, our CEO at a price based upon
    an agreed upon formula. Reckson Management Group, Inc. (RMG) currently leases approximately 26,000 square feet of office space at this property for its corporate offices at an annual base rent of approximately $809,000. During 2005, RMG exercised a termination option to terminate the lease on November 30, 2006 without penalty. RMG also leases 10,722 square feet of warehouse space used for equipment, materials and inventory storage at a property owned by certain members of the Rechler family at an annual base rent of approximately $81,000. In addition, commencing April 1, 2004, RCD has been leasing approximately 17,000 square feet of space at 225 Broadhollow Road, Melville, NY at an
annual base rent of approximately $507,000, which is scheduled to terminate on September 30, 2006. RCD has sub-let the entire 17,000 square feet to a third party for approximately $35,000 per month through RCDs September 2006 lease termination date.

During the three month periods ended March 31, 2006 and 2005, RCD billed approximately $1,000 and $9,000, respectively, of market rate services and RMG billed approximately $73,000 and $71,000, respectively,  of market rate management fees to certain properties owned by members of the Rechler family including Scott H. Rechler, our CEO.

On March 28, 2005, an entity (REP) owned by members of the Rechler family (excluding Scott H. Rechler, but including his father, Roger, and brother, Gregg) exercised a Right of First Refusal (which was granted in connection with the 2003 sale of the industrial portfolio by us) to acquire a vacant parcel of land for a purchase price of $2.0 million. We have agreed to provide REP with the option to defer the closing on the purchase until September 2006, for a non-refundable deposit of $400,000 and a fee of $10,666 per month for each month that the closing is deferred. In connection therewith, REP agreed to settle a dispute concerning an easement on a separate parcel of land owned by us adjacent to one of the properties transferred to REP in November 2003.

A company affiliated with an independent director of the Company leases 15,566 square feet in a property owned by us at an annual base rent of approximately $430,000.

The Operating Partnership has a net investment of approximately $55.2 million in loans and REIT-qualified joint ventures with FrontLine Capital Group (FrontLine) and Reckson Strategic Venture Partners, LLC (RSVP), a real estate venture capital fund whose common equity is held indirectly by FrontLine (collectively, the RSVP / FLCG Investments). Frontline was formed by the Company in 1997. The net carrying value of the RSVP / FLCG Investments was reassessed with no change by management at March 31, 2006 and is included in investments in affiliate loans and joint ventures on our consolidated balance sheets.

FrontLine is in default under the loans from the Operating Partnership and on June 12, 2002, filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code.

The RSVP REIT-qualified joint ventures are managed subject to a management agreement with the former managing directors of RSVP, which expires in September 2006. The management agreement provides for an annual base management fee and disposition fees equal to 2% of the net proceeds received by RSVP on asset sales which are subject to a maximum of $7.5 million. In addition, the former managing directors of RSVP retained a one-third residual interest in RSVPs assets which is subordinated to the distribution of an aggregate amount of $75.0 million to RSVP and/or us in respect of RSVP-controlled joint ventures.

Scott H. Rechler, our CEO and Chairman of the Board of Directors, serves as CEO and is FrontLines sole board member. Mr. Rechler also serves as a member of the management committee of RSVP.

In November 2004, a joint venture in which RSVP owns approximately 47% executed a binding agreement to contribute its Catskills, NY resort properties (excluding residentially zoned land) to Empire Resorts Inc. (NASDAQ: NYNY) (Empire) for consideration of 18.0 million shares of Empires common stock and the right to appoint five members of their Board of Directors. On December 29, 2005, the agreement was terminated and the joint venture received options to purchase approximately 5.2 million shares of common stock of Empire at a price of $7.50 per share. The options will be exercisable until December 29, 2006. On March 31, 2006, the closing price of a share of Empires common stock was $5.16 per share.

We have discontinued the accrual of interest income with respect to the loans from the Operating Partnership and our share of GAAP equity in earnings, if any, from the RSVP-controlled REIT-qualified joint ventures until such income is realized through cash distributions.



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12. COMMITMENTS ANDCONTINGENCIES

The Company has extended the terms of its amended and restated employment and noncompetition agreements with three executive officers, which were scheduled to expire on August 15, 2005, in all respects through June 30, 2006. The Company has also entered into an employment agreement with one additional officer prior to his appointment as an executive officer. This agreement expires in December 2006.

We had undrawn letters of credit outstanding against our Credit Facility of approximately $100,000 at March 31, 2006.

In connection with the mortgage indebtedness securing nine of the Tranche I properties, which were transferred to the Australian JV on September 21, 2005, and three of the Tranche III properties scheduled to be transferred to the Australian JV during October 2006, we have guaranteed to the lender certain customary non-recourse carve-outs, as well as certain obligations relating to the potential termination of a number of leases at four of these properties. We have also guaranteed to the lender certain capital requirements related to these properties. We will be relieved of the customary non-recourse carve-outs and capital requirements upon transfer of the respective properties to the Australian JV and the Australian JV meeting a net worth test of at least $100.0 million. We will be relieved of all but two of the lease related obligations upon transfer of the respective properties to the Australian JV and the
Australian JV meeting a net worth test of at least $200.0 million. The Australian JV has agreed to indemnify us for any loss, cost or damage it may incur pursuant to our guaranty of these obligations. As of March 31, 2006, the Australian JV met the $100.0 million net worth threshold and there remain approximately $18 million of aggregate guarantees outstanding.



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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 thereto.

The Operating Partnership considers certain statements set forth herein to be forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, with respect to the Operating Partnerships expectations for future periods. Certain forward-looking statements, including, without limitation, statements relating to the timing and success of acquisitions and the completion of development or redevelopment of properties, the financing of the Operating Partnerships operations, the ability to lease vacant space and the ability to renew or relet space under expiring leases, involve risks and uncertainties. Many of the forward-looking statements can be identified by the use of words such as believes, may, expects, anticipates, intends or similar
expressions. Although the Operating Partnership believes that the expectations reflected in such forward-looking statements are based on reasonable assumptions, the actual results may differ materially from those set forth in the forward-looking statements and the Operating Partnership can give no assurance that its expectation will be achieved. Among those risks, trends and uncertainties are:  the general economic climate, including the conditions affecting industries in which our principal tenants compete; changes in the supply of and demand for office in and around New York City and the surrounding tri-state markets (the New York Tri-State Markets); changes in interest rate levels; changes in the Operating Partnerships credit ratings; changes in the Operating Partnerships cost and access to capital; downturns in rental rate levels in our markets and our ability to lease or re-lease space in a timely manner at current or anticipated rental rate levels; the
availability of financing to us or our tenants; the financial condition of our tenants; changes in operating costs, including utility, security, real estate tax and insurance costs; repayment of debt owed to the Operating Partnership by third parties; risks associated with joint ventures; liability for uninsured losses or environmental matters; and other risks associated with the development and acquisition of properties, including risks that development may not be completed on schedule, that the tenants will not take occupancy or pay rent, or that development or operating costs may be greater than anticipated. Consequently, such forward-looking statements should be regarded solely as reflections of the Operating Partnerships current operating and development plans and estimates. These plans and estimates are subject to revisions from time to time as additional information becomes available, and actual results may differ from those indicated in the referenced
statements.

Critical Accounting Policies

The consolidated financial statements of the Operating Partnership include accounts of the Operating Partnership and all majority-owned and controlled subsidiaries. The preparation of financial statements in conformity with U.S. generally accepted accounting principles (GAAP) requires management to make estimates and assumptions in certain circumstances that affect amounts reported in the Operating Partnerships consolidated financial statements and related notes. In preparing these financial statements, management has utilized information available including its past history, industry standards and the current economic environment, among other factors, in forming its estimates and judgments of certain amounts included in the consolidated financial statements, giving due consideration to materiality. It is possible that the ultimate outcome as anticipated by management in formulating its
estimates inherent in these financial statements may not materialize. However, application of the critical accounting policies below involves the exercise of judgment and use of assumptions as to future uncertainties and, as a result, actual results could differ from these estimates. In addition, other companies may utilize different estimates, which may impact comparability of the Operating Partnerships results of operations to those of companies in similar businesses.

Revenue Recognition and Accounts Receivable

Minimum rental revenue is recognized on a straight-line basis, which averages minimum rents over the terms of the leases. The excess of rents recognized over amounts contractually due are included in deferred rents receivable on our balance sheets. Contractually due but unpaid rents are included in tenant receivables on our balance sheets. Certain lease agreements also provide for reimbursement of real estate taxes, insurance, common area maintenance costs and indexed rental increases, which are recorded on an accrual basis. Ancillary and other property related income is recognized in the period earned.

We make estimates of the collectibility of our accounts receivables related to base rents, tenant escalations and reimbursements and other revenue or income. We specifically analyze tenant receivables and historical bad debts, customer credit worthiness, current economic trends and changes in customer payment terms when evaluating the adequacy of our allowance for doubtful accounts. In addition, when tenants are in bankruptcy, we make estimates of the expected recovery of pre-petition administrative and damage claims. In some cases, the ultimate resolution of those claims can exceed a year. These estimates have a direct impact on our net income because a higher bad debt reserve results in less net income.

We incurred approximately $270,000 and $392,000 of bad debt expense and related costs related to tenant receivables during the three month periods ended March 31, 2006 and  2005, respectively, which accordingly reduced our total revenues and reported net income during the period.

We record interest income on our investments in notes receivable on the accrual basis of accounting. We do not accrue interest on impaired loans where, in the judgment of management, collection of interest according to the contractual terms is considered doubtful. Among the factors we consider in making an evaluation of the collectibility of interest are: (i) the status of the loan, (ii) the value of the underlying collateral, (iii) the financial condition of the borrower and (iv) anticipated future events.



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Reckson Construction & Development LLC and Reckson Construction Group New York, Inc. use the percentage-of-completion method for recording amounts earned on their contracts. This method records amounts earned as revenue in the proportion that actual costs incurred to date bear to the estimate of total costs at contract completion.

Gain on the sale of real estate is recorded when title is conveyed to the buyer, subject to the buyers financial commitment being sufficient to provide economic substance to the sale and us having no substantial continuing involvement with the buyer. Additionally, in connection with a sale of real estate, if we retain certain risks in the form of guarantees, the profit recognized on that sale shall be reduced and deferred by the maximum exposure to loss, until such exposure is relieved.

Real Estate

Land, buildings and improvements, furniture, fixtures and equipment are recorded at cost. Tenant improvements, which are included in buildings and improvements, are also stated at cost. Expenditures for ordinary maintenance and repairs are expensed to operations as they are incurred. Renovations and / or replacements, which improve or extend the life of the asset, are capitalized and depreciated over their estimated useful lives.

Depreciation is computed utilizing the straight-line method over the estimated useful lives of ten to thirty years for buildings and improvements and five to ten years for furniture, fixtures and equipment. Tenant improvements, which are included in buildings and improvements, are amortized on a straight-line basis over the term of the related leases.

We are required to make subjective assessments as to the useful lives of our properties for purposes of determining the amount of depreciation to reflect on an annual basis with respect to those properties. These assessments have a direct impact on our net income. Should we lengthen the expected useful life of a particular asset, it would be depreciated over more years, and result in less depreciation expense and higher annual net income.

Assessment by us of certain other lease related costs must be made when we have a reason to believe that the tenant will not be able to execute under the term of the lease as originally expected.

On July 1, 2001 and January 1, 2002, we adopted FASB Statement No.141, Business Combinations and FASB Statement No. 142, Goodwill and Other Intangibles, respectively (Statement  No.s 141 and 142). As part of the acquisition of real estate assets, the fair value of the real estate acquired is allocated to the acquired tangible assets, consisting of land, building and building improvements, and identified intangible assets and liabilities, consisting of the value of above-market and below-market leases, other value of in-place leases, and value of tenant relationships, based in each case on their fair values.

We allocate a portion of a propertys purchase price to tangible assets including the fair value of the building and building improvements on an as-if-vacant basis and to land determined either by real estate tax assessments, independent appraisals or other relevant data. Additionally, we assess fair value of identified intangible assets and liabilities based on estimated cash flow projections that utilize appropriate discount and capitalization rates and available market information.

Estimates of future cash flows are based on a number of factors including the historical operating results, known trends, and market/economic conditions that may affect the property. If we incorrectly estimate the values at acquisition or the undiscounted cash flows, initial allocation of purchase price and future impairment charges may be different.

Long Lived Assets

We
  are required to make subjective assessments as to whether there are impairments
  in the value of our real estate properties and other investments. An investments
  value is impaired only if managements estimate of the aggregate future
  cash flows (undiscounted and without interest charges) to be generated by the
  investment are less than the carrying value of the investment. Such assessments
  consider factors such as cash flows, expected future operating income, trends
  and prospects, as well as the effects of demand, competition and other factors.
  To the extent impairment has occurred it will be measured as theexcess
  of the carrying amount of the property over the fair value of the property.
  These assessments have a direct impact on our net income, as the recognition
  of an impairment results in an immediate negative adjustment to net income.
  In determining impairment, if any, we have followed FASB Statement No. 144,
  Accounting for the Impairment or Disposal of Long Lived Assets (Statement
  No. 144). Statement No. 144 did not have an impact on net income. Statement
  No. 144 only impacts the presentation of the results of operations and gains
  on sales of real estate assets for those properties sold during the period within
  the consolidated statements of income.



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Accumulated Other Comprehensive Income (Loss)

We
    report comprehensive income or loss in accordance with the provisions of
    FASB Statement No. 130, Reporting Comprehensive Income, which
    establishes standards for reporting comprehensive income and its components
    in the financial statements. The components of other comprehensive income
    (loss) (OCI) consist of unrealized gains and losses on derivative
    instruments. OCI is presented in the accompanying consolidated statements
    of partners capital.

Variable Interest Entities

In January 2003, the FASB issued Interpretation No. 46, Consolidation of Variable Interest Entities (FIN 46), which explains how to identify variable interest entities (VIEs) and how to assess whether to consolidate such entities. VIEs are primarily entities that lack sufficient equity to finance their activities without additional financial support from other parties or whose equity holders lack adequate decision making ability. All VIEs which we are involved with must be evaluated to determine the primary beneficiary of the risks and rewards of the VIE. The primary beneficiary is required to consolidate the VIE for financial reporting purposes. The initial determination of whether an entity qualifies as a VIE shall be made as of the date at which a primary beneficiary becomes involved with the entity and reconsidered as of the date of a triggering event, as defined. The
provisions of this interpretation are immediately effective for VIEs formed after January 31, 2003. In December 2003 the FASB issued FIN 46R, deferring the effective date until the period ended March 31, 2004 for interests held by public companies in VIEs created before February 1, 2003, which were non-special purpose entities. We adopted  FIN 46R during the period ended March 31, 2004 and have determined that our unconsolidated subsidiaries do not represent VIEs pursuant to such interpretation. We will continue to monitor any changes in circumstances relating to certain of our consolidated and unconsolidated joint ventures which could result in a change in our consolidation policy.

Current pronouncements

On
    December 16, 2004, the FASB issued Statement No. 123 (revised 2004), Share-Based
    Payment (Statement No. 123R), which is a revision of FASB
    Statement No. 123, Accounting for Stock-Based Compensation (Statement
    No. 123). Statement No. 123R supersedes Accounting Principles Board
    Opinion No. 25, Accounting for Stock Issued to Employees, and
    amends FASB Statement No. 95, Statement of Cash Flows.  Generally,
    the approach in Statement No. 123R is similar to the approach described in
    Statement No. 123. However, Statement No. 123R requires all share-based payments
    to employees, including grants of employee stock options by the Company,
    to be recognized in the income statement based on their fair values. We adopted
    Statement No. 123R on January 1, 2006. The adoption of Statement No. 123R
    did not have a material impact on our consolidated financial statements.

In
    June 2005, the FASB ratified the consensus in EITF Issue No. 04-5, Determining
    Whether a General Partner, or the General Partners as a Group, Controls a
    Limited Partnership or Similar Entity When the Limited Partners Have Certain
    Rights (Issue 04-5), which provides guidance in determining
    whether a general partner controls a limited partnership. Issue 04-5 states
    that the general partner in a limited partnership is presumed to control
    that limited partnership. The presumption may be overcome if the limited
    partners have either (1) the substantive ability to dissolve the limited
    partnership or otherwise remove the general partner without cause or (2) substantive
    participating rights, which provide the limited partners with the ability
    to effectively participate in significant decisions that would be expected
    to be made in the ordinary course of the limited
partnerships business and thereby preclude the general partner from exercising
unilateral control over the partnership. The adoption of Issue 04-5 by us for
new or modified limited partnership arrangements is effective June 30, 2005
and for existing limited partnership arrangements effective January 1, 2006.
We have evaluated the guidance provided for under Issue 04-5 and have concluded
that we are not required to consolidate our current unconsolidated joint venture
investments nor do we expect Issue 04-5 to have a material effect on our consolidated
financial statements.

In May 2005, the FASB issued Statement No. 154, Accounting Changes and Error Corrections (Statement No. 154). Statement No. 154, which replaces APB Opinion No. 20, Accounting Changes and FASB Statement No. 3, Reporting Accounting Changes in Interim Financial Statements, changes the requirements for the accounting for and reporting of a change in accounting principle. The statement requires retrospective application of changes in accounting principle to prior periods financial statements unless it is impracticable to determine the period-specific effects or the cumulative effect of the change. Statement No. 154 is effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005. We adopted Statement No. 154 on January 1, 2006. The adoption of Statement No. 154 did not have a material impact on our consolidated
financial position, results of operations or cash flows.

In
  March 2005, FASB issued Interpretation No. 47, Accounting for Conditional
  Asset Retirement Obligations (FIN 47), which became effective
  December 31, 2005. Under FIN 47, a conditional asset retirement obligation (CARO)
  must be recorded if the liability can be reasonably estimated. A CARO isan
  obligation that is settled at the time an asset is retired or disposed of and
  for which the timing and/or method of settlement are conditional on future events.
  We own certain properties that currently have asbestos which under certain conditions
  must be remediated. As a result of adopting FIN 47, we will increase the value
  of our recorded tangible assets at the time we recognize the associated conditional
  retirement obligation.

As a result, during 2005, we recorded approximately $2.0 million which represents the fair value of the CARO related to asbestos removal in tenant spaces. In addition, for certain limited areas of our properties, management is unable to reasonably determine the fair value of potential remediation costs as there is an indeterminate settlement date for the asset retirement obligation because the range of time over which way we may choose to remediate this condition may not be estimated with any level of precision which would lend itself to a meaningful estimate.



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Overview and Background

The Operating Partnership commenced operations on June 2, 1995. Reckson Associates Realty Corp. (the Company), which serves as the sole general partner of the Operating Partnership, is a fully integrated, self administered and self managed real estate investment trust (REIT). The Operating Partnership and the Company were formed for the purpose of continuing the commercial real estate business of Reckson Associates, the predecessor of the Operating Partnership, its affiliated partnerships and other entities (Reckson). Unless the context requires otherwise, the terms Company, we, us, our and similar terms include Reckson Associates Realty Corp., Reckson Operating Partnership, L. P. and their wholly-owned subsidiaries.

Reckson was engaged in the ownership, management, operation, leasing and development of commercial real estate properties, principally office and industrial / R&D buildings, and also owned undeveloped land located primarily on Long Island, New York. In June 1995, the Company completed an initial public offering (the IPO), succeeded to the Recksons real estate business and commenced operations.

The Operating Partnership is engaged in the ownership, management, operation, acquisition, leasing, financing and development of commercial real estate properties, principally office and to a lesser extent flex properties and also owns land for future development located in New York City and the surrounding tri-state area markets (the New York Tri-State Markets).

The Operating Partnerships growth strategy is focused on the commercial real estate markets in and around the New York Tri-State Markets. All of our interests in our real properties, land held for development and investments in mortgage notes and notes receivable are held directly or indirectly by, and all of our operations are conducted through the Operating Partnership.

In connection with the IPO, we were granted an option to acquire the property located at 225 Broadhollow Road which is owned by certain Rechler family members including Scott H. Rechler, our CEO at a price based upon an agreed upon formula. Reckson Management Group, Inc. (RMG) currently leases approximately 26,000 square feet of office space at this property for its corporate offices at an annual base rent of approximately $809,000. During 2005, RMG exercised a termination option to terminate the lease on November 30, 2006 without penalty. RMG also leases 10,722 square feet of warehouse space used for equipment, materials and inventory storage at a property owned by certain members of the Rechler family at an annual base rent of approximately $81,000. In addition, commencing April 1, 2004, RCD has been leasing approximately 17,000 square feet of space at 225 Broadhollow Road, Melville, NY at an
annual base rent of approximately $507,000, which is scheduled to terminate on September 30, 2006. RCD has sub-let the entire 17,000 square feet to a third party for approximately $35,000 per month through RCDs September 2006 lease termination date.

During the three month periods ended March 31, 2006 and 2005, RCD billed approximately $1,000 and $9,000, respectively, of market rate services and RMG billed approximately $73,000 and $71,000, respectively, of market rate management fees to certain properties owned by members of the Rechler family including Scott H. Rechler, our CEO.

On March 28, 2005, an entity (REP) owned by members of the Rechler family (excluding Scott H. Rechler, but including his father, Roger, and brother, Gregg) exercised a Right of First Refusal (which was granted in connection with the 2003 sale of the industrial portfolio by us) to acquire a vacant parcel of land for a purchase price of $2.0 million. We have agreed to provide REP with the option to defer the closing on the purchase until September 2006, for a non-refundable deposit of $400,000 and a fee of $10,666 per month for each month that the closing is deferred. In connection therewith, REP agreed to settle a dispute concerning an easement on a separate parcel of land owned by us adjacent to one of the properties transferred to REP in November 2003.

A company affiliated with an independent director of the Company leases 15,566 square feet in a property owned by us at an annual base rent of approximately $430,000.

In May 2005, we acquired a 1.4 million square foot, 50-story, Class A office tower located at One Court Square, Long Island City, NY. On November 30, 2005, we sold a 70% joint venture interest in One Court Square to certain institutional funds advised by JPMorgan Investment Management (the JPM Investor). The operating agreement of the Court Square JV requires approvals from members on certain decisions including annual budgets, sale of the property, refinancing of the propertys mortgage debt and material renovations to the property. In addition, after September 20, 2009 the members each have the right to recommend the sale of the property, subject to the terms of the mortgage debt, and to dissolve the Court Square JV. We have evaluated the impact of FIN 46R on our accounting for the Court Square JV and have concluded that the Court Square JV is not a VIE. We account for the Court Square JV
under the equity method of accounting. We have also evaluated and determined that under Issue 04-5 the JPM Investor has substantive participating rights in the ordinary course of the Court Square JVs business. In accordance with the equity method of accounting, our proportionate share of the Court Square JV income was approximately $42,600 for the three months ended March 31, 2006.

On May 26, 2005, we entered into a contract to sell approximately 60 acres of land located in Chatham Township, NJ for up to approximately $30.0 million, which will be based upon a final approved site plan. The sale is contingent upon due diligence, environmental assessment, final re-zoning and other customary approvals. There can be no assurances that any of the aforementioned contingences will be achieved and the sale ultimately completed.



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On August 18, 2005, we entered into (i) an underwriting agreement relating to the public offering in Australia of approximately A$263.0 million (approximately US$202.0 million) of units (LPT Units) in a newly-formed Reckson-sponsored Australian listed property trust, Reckson New York Property Trust (Reckson LPT), a newly-formed listed property trust which is traded on the Australian Stock Exchange and (ii) contribution and sale agreements pursuant to which, among other things, we agreed to transfer 25 of our properties for an aggregate purchase price of approximately $563.0 million and containing an aggregate of 3.4 million square feet, in three separate tranches, to the Australian JV in exchange for a 25% interest in the Australian JV and approximately $502.0 million in cash (inclusive of proceeds from mortgage debt to be assumed by the Australian JV). On September 21, 2005, Reckson
LPT completed its public offering and the closing of the first of three tranches (Tranche I) of this transaction.

In connection with the Tranche I closing, the Australian JV acquired from us 17 of our suburban office properties containing approximately 2.0 million square feet for approximately $367.0 million (including the assumption of approximately $196.1 million in mortgage debt which had been incurred by us in August 2005  see Note 2). In return, we received a 25% interest in the Australian JV and approximately $128.1 million in cash resulting in an aggregate gain of approximately $103.6 million. As discussed below relating to certain guarantees we have made, approximately $18 million of the aggregate gain has been deferred to future periods pursuant to Statement No. 66 to coincide with the release of the guarantees. As a result, gains on sales of real estate reported in 2005, related to theTranche I closing was approximately $86.1 million. Approximately $22.0 million of the cash received was used to repay
certain of our secured mortgage indebtedness on September 30, 2005 and approximately $105.7 million of the cash received was used to establish an escrow account with a qualified intermediary for a future exchange of real property pursuant to Section 1031 of the Code (a Section 1031 Exchange). A Section 1031 Exchange allows for the deferral of taxes related to the gain attributable to the sale of property if a qualified replacement property is identified within 45 days and such qualified replacement property is acquired within 180 days from the initial sale. On October 7, 2005 we acquired a qualified replacement property for purposes of this Section 1031 Exchange and thereby deferred a portion of the tax gain from the Tranche I sale.

In connection with the foregoing, on September 21, 2005, Reckson Australia Holdings LLC (Reckson Holdings), a wholly-owned subsidiary of the Operating Partnership, and Reckson Australia LPT Corporation (LPT REIT), a U.S. real estate investment trust which is wholly-owned by Reckson LPT, entered into the Amended and Restated Limited Liability Company Agreement governing the Australian JV (the Operating Agreement). Pursuant to the Operating Agreement, LPT REIT holds a 75% interest in, and acts as the managing member for, the Australian JV, and Reckson Holdings holds a 25% non-managing member interest therein. The Operating Agreement provides that, if at any time additional capital contributions are made to the Australian JV, Reckson Holdings will have a right to make additional capital contributions up to an amount necessary to maintain its 25% interest therein on the same
terms and conditions as such other capital contributions.

As the managing member of the Australian JV, LPT REIT has the sole responsibility for managing its business and affairs on a day-to-day basis, other than with respect to certain identified major decisions, including but not limited to a merger or consolidation involving the Australian JV, a disposition of all or substantially all of its assets, or the liquidation or dissolution of the Australian JV. Such major decisions require the prior written consent of a majority of the non-managing members. As a result of the foregoing, we are accounting for our 25% non-managing member interest in the Australian JV under the equity method of accounting. In accordance with the equity method of accounting, our proportionate share of the Australian JVs income was approximately $231,000 for the three months ended March 31, 2006.

On January 6, 2006, Reckson LPT completed the second Tranche of this transaction (Tranche II) whereby the Australian JV acquired three of our suburban office properties: 6800 and 6900 Jericho Turnpike, Jericho, NY and 710 Bridgeport Avenue, Shelton, CT, (the Tranche II Properties) aggregating approximately 761,000 square feet for approximately $84.6 million, including the assignment of approximately $20.1 million of mortgage debt. As a result, gains on sales of real estate related to Tranche II is approximately $35.4 million. Approximately $25.1 million of sales proceeds was used to establish an escrow account for the purpose of a future Section 1031 Exchange. Such amount is included in prepaid expenses and other assets on our consolidated balance sheet. The balance of the cash proceeds was used to fund our development activities and for general corporate purposes There can be no
assurances that we will be able to identify and acquire qualified replacement properties within the required time frames under a Section 1031 Exchange, in which case we would not receive the tax benefit of such an exchange.

The Tranche III closing (Tranche III), consisting of five of our suburban office properties valued at approximately $111.8 million, is scheduled to close in October 2006 and will include the assumption by the Australian JV of approximately $51.5 million of existing mortgage debt. The Tranche III closing is subject to customary closing conditions and the Tranche III Properties consist of: 520 Broadhollow Road, 50 Marcus Avenue, 1660 Walt Whitman Road, all of which are located in Melville, NY, 580 White Plains Road, Tarrytown, NY and 300 Executive Park Drive, West Orange, NJ.



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Our Service Companies provide asset management, property management, leasing, construction and other services to the Australian JV and affiliates of ours are entitled to transaction fees and ongoing fees for providing services to the Australian JV. During the three months ended March 31, 2006, we earned and received approximately $819,000 in transaction related fees and approximately $894,000 of ongoing fees from the Australian JV. Such amounts are included in investment income and other on our consolidated statements of income. In addition, we also formed Reckson Australia Management Limited (RAML), a wholly owned subsidiary, that will manage Reckson LPT and serve as its Responsible Entity. The Responsible Entity will be managed by a six member board that includes three independent directors domiciled in Australia and three of the Companys executive officers. To address and
mitigate any potential conflicts of interest with Reckson LPT or its affiliates the Company has adopted the following policies: (i) all transactions between the Company and Reckson LPT or its affiliates shall require the approval of a majority of the independent directors of both the Company and Reckson LPT, (ii) executive officers and directors of the Company are prohibited from owning equity in Reckson LPT, and (iii) the adoption of an express policy which mandates that property services and leasing decisions shall be made without regard to the Companys percentage ownership of any property.

Under the Operating Agreement, Reckson Holdings will have the right, beginning September 21, 2007, to require LPT REIT to redeem all or a portion of Reckson Holdings membership interest in the Australian JV for cash or, at LPT REITs option, shares of LPT REITs common stock (which may be exchanged for LPT Units) on a one-for-one basis. Reckson Holdings also has the right to cause the liquidation of the Australian JV in the event that RAML is replaced as Reckson LPTs Responsible Entity. In addition, the Operating Agreement contains a right of first refusal granting Reckson Holdings the right to acquire any asset of the Australian JV, at fair market value, in the event of an attempted sale of such asset or the exercise of Reckson Holdings right to liquidate the Australian JV.

In connection with the Tranche I closing, on September 21, 2005, the Company, the Australian JV and LPT REIT entered into an Option Agreement (the Option Agreement) pursuant to which we granted the Australian JV options to acquire ten additional properties from the Operating Partnership over a two year period, beginning January 1, 2006. The properties contain an aggregate of approximately 1.2 million square feet and will be priced based on the fair market value. The Option Agreement contains a right of first refusal granting the Australian JV the right to acquire any option property from Reckson in the event we receive, and are amenable to, an offer from a third party to purchase such option property. The Option Agreement will terminate under certain circumstances, including if (i) the Australian JV sends notice of its intent to exercise its option but fails to close as obligated, (ii) the
Australian JV is in default under the Option Agreement, the contribution agreement or the sale agreement or (iii) RAML or an affiliate of ours is no longer the Responsible Entity of Reckson LPT.

In connection with the mortgage indebtedness securing nine of the Tranche I properties, which were transferred to the Australian JV on September 21, 2005, and three of the Tranche III properties scheduled to be transferred to the Australian JV during October 2006, we have guaranteed to the lender certain customary non-recourse carve-outs, as well as certain obligations relating to the potential termination of a number of leases at four of these properties. We have also guaranteed to the lender certain capital requirements related to these properties. We will be relieved of the customary non-recourse carve-outs and capital requirements upon transfer of the respective properties to the Australian JV and the Australian JV meeting a net worth test of at least $100.0 million. We will be relieved of all but two of the lease related obligations upon transfer of the respective properties to the Australian JV and the
Australian JV meeting a net worth test of at least $200.0 million. The Australian JV has agreed to indemnify us for any loss, cost or damage it may incur pursuant to our guaranty of these obligations. As of March 31, 2006, the Australian JV met the $100.0 million net worth threshold and there remain approximately $18 million of aggregate guarantees outstanding.

In accordance with FASB Statement No. 144, the assets and liabilities of the properties transferred and to be transferred, excluding the option properties, to the Australian JV are classified as held for sale on our consolidated balance sheets, for all periods presented.

During September 2005, we entered into a letter of intent with an entity owned by the owner of the New York Islanders professional hockey team to enter into a 50 / 50 joint venture to potentially develop over five million square feet of office, residential, retail and hotel space located on 77 acres in the Mitchel Field, Long Island sub-market in and around Nassau Countys Veterans Memorial Coliseum where we are currently the largest owner of office properties. In March 2006, the joint venture was selected by the County Executive for the development of the 77 acre site. The development remains subject to certain conditions and governmental approvals, including legislative, zoning and other customary approvals. In addition, there can be no assurances that we will enter into the aforementioned joint venture, that all applicable conditions will be satisfied or that all required approvals can be obtained.

On March 7, 2006, we sold our 354,000 square foot office building in Orlando, Florida for aggregate consideration of approximately $70.0 million which resulted in a gain of approximately $9.5 million. Such gain is reflected as a component of discontinued operations on our consolidated statements of income. This non-core real estate holding was acquired in May 1999 in connection with our initial New York City portfolio acquisition. Net proceeds from the sale were used to establish an escrow account with a qualified intermediary for a future Section 1031 Exchange. Such amount is included in prepaid expenses and other assets on our consolidated balance sheet. There can be no assurances that we will be able to identify and acquire qualified replacement properties within the required time frames under a Section 1031 Exchange, in which case we would not receive the tax benefit of such an exchange.

On March 31, 2006, we sold a 161,000 square foot office building located in Westchester County for $35.3 million. Sales proceeds received were used for the repayment of the mortgage note encumbering the property located at 1350 Avenue of the Americas in New York, NY. This non-core real estate holding was acquired in December 2005 as part of a 14 office property portfolio acquisition.



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On March 31, 2006, a group of institutional investors led by JPMorgan Investment Management, our joint venture partner in the Court Square JV and the property located at 919 Third Avenue, NY purchased our option to acquire the existing minority partners 40% partnership interest in the Omni Property for net proceeds of approximately $9.0 million. Such proceeds have been included in investment income and other on our consolidated statements of income. In connection with this transaction, the original minority partner repaid to us approximately $22.1 million representing amounts due under a note receivable which was secured by their interest in the Omni Property. Such aggregate proceeds to us of approximately $31.2 million were used for the repayment of the mortgage note encumbering the property located at 1350 Avenue of the Americas in New York, NY. At March 31, 2006, the Omni Property was approximately 96% leased.

As of March 31, 2006, we owned and operated 94 office properties (inclusive of twenty-six office properties owned through joint ventures) comprising approximately 19.3 million square feet and eight flex properties (inclusive of two flex properties owned through joint ventures) comprising approximately 863,000 square feet located in the New York Tri-State Markets.

We also own certain land parcels throughout our markets in the New York Tri-State Markets which we hold for current and future development (the Development Parcels). We recently completed the ground-up development on one of the Development Parcels of a 305,000 square foot Class A office building which commenced in July 2004 and is located within our existing three building executive office park in Melville, NY with a total investment of approximately $64.0 million. During July 2005, we commenced the ground-up development on one of the Development Parcels of a 37,000 square foot Class A retail property located within our existing six building Landmark Square office park in Stamford, Connecticut. In August 2005, we recommenced the ground-up development of one of the Development Parcels of a 313,000 square foot Class A office building located within our existing three building office park located in
Princeton, NJ. Further, one of the Development Parcels, aggregating approximately 4.1 acres, is classified as held for sale on our balance sheets and is expected to close during September 2006 for aggregate consideration of $2.0 million. Excluding the foregoing, at March 31, 2006 our inventory of Development Parcels aggregated approximately 305 acres of land in 9 separate parcels in which we had invested approximately $121.9 million. In addition, as previously discussed, in May 2005, we entered into a contract to sell approximately 60 acres of vacant land in Chatham Township, NJ, subject to a change in zoning and other conditions. There can be no assurances that such conditions will be met or that the transaction will be consummated.

Management has made subjective assessments as to the value and recoverability of our investments in the Development Parcels based on current and proposed development plans, market comparable land values and alternative use values. Based on these assessments, we believe there is no impairment to the carrying value of the Development Parcels. We are currently evaluating alternative land uses for certain of the remaining Development Parcels to realize their highest economic value. These alternatives may include rezoning certain Development Parcels from commercial to residential for potential disposition.

Note Receivable Investments

On March 30, 2006, we advanced approximately $14.2 million under three separate loan agreements which are secured by certain flex properties, aggregating approximately 450,000 square feet, located in Nassau County, Long Island and in part by a personal guarantee of an affiliate of the borrower. These loans have an initial weighted average interest rate of 15.3% and mature on April 1, 2008. In addition, the loans are not prepayable, without penalty, prior to October 1, 2007.

On March 31, 2006, as discussed above, we were repaid approximately $22.1 million, including accrued interest, under a 12.0% per annum, $17.0 million note receivable investment which was secured by a minority partnership interest in the Omni Property.

At March 31, 2006, we had invested approximately $93.4 million in mezzanine loans and approximately $55.3 million in a participating loan investment. In general these investments are secured by a pledge of either a direct or indirect ownership interest in the underlying real estate or leasehold, other guaranties, pledges and assurances.



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The following table sets forth the terms of the mezzanine loans at March 31, 2006 (in thousands):



|Property                                |  | Amount |        | Interest Rate |       | Funding |            | Maturity |                   
|--------------------------------------- |  | ------ | ------ | ------------- | ----- | ------- | ---------- | -------- | ------------------
|                                        |  |        |        |               |       |         |            |          |                   
|Long Island office portfolio            |  | $      | 8,031  |               | 9.00  | %       | Mar., 2005 |          | Apr.,
        2010
|Long Island office portfolio            |  |        | 20,356 |               | 9.00  | %       | Mar., 2005 |          | Apr.,
        2012
|72 Madison Avenue, NY, NY (b)           |  |        | 10,000 |               | 20.00 | %       | Oct., 2005 |          | Oct., 2007        
|1166 Avenue of the Americas, NY, NY (c) |  |        | 25,000 |               | 17.50 | %       | Nov., 2005 |          | Nov., 2009        
|100 Wall Street, NY, NY                 |  |        | 30,000 |               | 15.00 | %       | Dec., 2005 |          | Dec., 2007        
|                                        |  |        |        |               |       |         |            |          |                   
|                                        |  | $      | 93,387 |               |       |         |            |          |                   
|                                        |  |        |        |               |       |         |            |          |                   

|
|

|(d) | Prepayable without penalty after 18 months from initial funding.
|--- | ----------------------------------------------------------------

|(e) | In addition to this mortgage loan, Reckson Construction and Development, LLC (RCD) entered into a development agreement with the owner of the property to perform certain predevelopment, development and / or other services with respect to the property. In exchange for its services, RCD will receive a development fee of $2.0 million which is payable in equal monthly installments over a two-year period.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(f) | Junior mezzanine loan secured by interests in a 550,000 square foot condominium interest.
|--- | -----------------------------------------------------------------------------------------

Our $55.3 million participating loan investment was funded in May 2005 and is secured by an indirect interest in a 550,000 square foot condominium in a Class A office tower located at 1166 Avenue of the Americas, New York, NY. The loan accrues interest compounded at 9.0% and pays interest at an annual rate of 6.0% through March 2010, 8.5% thereafter through March 2015 and 11.0% thereafter through maturity in 2020. The loan is pre-payable only under certain circumstances and, in any case, not before 2009. Upon a capital event related to the indirect interest in the property which secures the loan, we are entitled to participate in 30% of the net proceeds derived from such capital event.

As of March 31, 2006, we held one other note receivable, which aggregated $1.0 million and carried an interest rate of 10.50% per annum (the Other Note) and collectively with the loans advanced during March 2006, our mezzanine loans and preferred loan investment (the Note Receivable Investments). The Other Note matures on January 31, 2010 and is secured in part by a minority partners preferred unit interest in the Operating Partnership.

As of March 31, 2006, management has made subjective assessments as to the underlying security value on the Note Receivable Investments. Based on these assessments, we believe there is no impairment to their carrying value.

Our market capitalization at March 31, 2006 was approximately $5.9 billion. Our market capitalization is based on the sum of (i) the market value of the Companys common stock and OP Units (assuming conversion) of $45.82 per share / unit (based on the closing price of the Companys common stock on March 31, 2006), (ii) the liquidation preference value of the Operating Partnerships preferred units of $1,000 per unit and (iii) approximately $2.0 billion (net of minority partners interests share of consolidated joint venture debt and including our share of consolidated and unconsolidated joint venture debt) of debt outstanding at March 31, 2006. As a result, our total debt to total market capitalization ratio at March 31, 2006 equaled approximately 34.0%.



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Results of Operations

The following table is a comparison of the results of operations for the three month period ended March 31, 2006 to the three month period ended March 31, 2005 (dollars in thousands):



|                                                 |  | Three
        months ended March 31, |        
|------------------------------------------------ |  | ------------------------------------ | -------
|                                                 |  |                                      |        
|                                                 |  |                                      |        
|                                                 |  |                                      |        
|                                                 |  | 2006                                 |        
|                                                 |  |                                      |        
|Property
        Operating Revenues:             |  |                                      |        
|Base
        rents                               |  | $                                    | 116,085
|Tenant
        escalations and reimbursements    |  |                                      | 19,068 
|                                                 |  |                                      |        
|Total
        property operating revenues        |  | $                                    | 135,153
|                                                 |  |                                      |        
|Property
        Operating Expenses:             |  |                                      |        
|Operating
        expenses                       |  | $                                    | 35,984 
|Real
        estate taxes                        |  |                                      | 24,251 
|                                                 |  |                                      |        
|Total
        property operating expenses        |  | $                                    | 60,235 
|                                                 |  |                                      |        
|Interest
        and Investment Income and other |  | $                                    | 17,576 
|                                                 |  |                                      |        
|Other
        Expenses:                          |  |                                      |        
|Interest
        expense incurred                |  | $                                    | 27,989 
|Amortization
        of deferred financing costs |  |                                      | 1,122  
|Marketing,
        general and administrative    |  |                                      | 9,482  
|                                                 |  |                                      |        
|Total
        other expenses                     |  | $                                    | 38,593 
|                                                 |  |                                      |        

Our property operating revenues, which include base rents and tenant escalations and reimbursements (Property Operating Revenues), increased by $5.0 million or 3.8% for the three months ended March 31, 2006 as compared to the 2005 period. The increase is a result of a $20.0 million increase in Property Operating Revenues from the acquisition of thirteen suburban office properties, containing approximately 2.4 million square feet which were acquired in the fourth quarter of 2005, $3.2 million attributable to built-in rent increases and straight line rental revenue increases in our same-store properties. These aggregate increases of approximately $23.2 million were offset by an $18.2 million decrease in Property Operating Revenues from the sale of the Tranche I Properties in September 2005 and the Tranche II Properties on January 6, 2006.

Our property operating expenses, real estate taxes and ground rents (Property Expenses) increased by $7.5 million or 14.2% for the three months ended March 31, 2006 as compared to the 2005 period. The increase is a result of a $10.3 million increase in operating expenses and real estate taxes from the acquisition of the aforementioned suburban office properties which were acquired in the fourth quarter of 2005, $3.0 million increase in operating expenses and real estate taxes in our same-store properties. These aggregate increases of approximately $13.3 million were offset by a $5.8 million decrease in Property Expenses from the sale of the Tranche I Properties in September 2005 and the Tranche II Properties on January 6, 2006. The increase in real estate taxes is attributable to higher taxes being levied by the municipalities in which the properties are located. The increase in property expenses
is primarily driven by the recent increases in energy costs. In addition, as indicated below the overall increases in Property Expenses is not entirely billable to our tenants.

Gross operating margins (defined as Property Operating Revenues less Property Expenses, taken as a percentage of Property Operating Revenues) for the three month periods ended March 31, 2006 and 2005 were 55.4% and 59.5%, respectively. The decrease in our gross margins reflects the performance of thirteen suburban office properties, containing approximately 2.4 million square feet which were purchased in the fourth quarter of 2005 with below market occupancy levels. We anticipate repositioning and in certain instances adding incremental capital to these properties and increasing their occupancies to levels comparable to the balance of our core portfolio. The addition of these properties resulted in a decrease in occupancy for our portfolio. In addition, we have experienced increases in real estate taxes and operating costs in our core portfolio, particularly energy costs, which were not entirely billable to
our tenants. We anticipate that our operating margins will increase as we lease the vacant space in the above mentioned properties and as we increase occupancy in the remaining portion of the core portfolio.

Interest and Investment income and other increased by $14.4 million for the three months ended March 31, 2006 as compared to the 2005 period. This increase is primarily a result of the sale of our option to acquire the minority partners 40% partnership interest in the Omni Property for net consideration of approximately $9.0 million, an increase in interest income earned on our Note Receivable Investments of $3.1 million due to a weighted average increase in our Note Receivable Investments of approximately $80.3 million from the 2005 period, $1.7 million in transaction and management fees earned during the 2006 period related to the Australian JV, and an increase of $593,000 related to tenant-related services, third-party fees and other interest income.



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In connection with the Tranche II closing of the Australian JV during January 2006 we recorded gains on sales of real estate in the amount of $35.4 million. These gains have been reported as a component of income from continuing operations as a result of the Company retaining a 25% continuing interest in the Australian JV. No such gains on sales of real estate were recorded in the 2005 period.

Interest expense incurred increased by $4.4 million or 18.8% for the three months ended March 31, 2006 as compared to the 2005 period. Approximately $2.9 million of the increase is attributable to the Operating Partnerships issuance of $287.5 million of senior unsecured debentures in June 2005. Interest expense also increased by $2.9 million incurred under our unsecured term loan, which was funded in January 2006 and used to purchase the Eastridge portfolio and was repaid later in the first quarter of 2006, $670,000 incurred from our financing of three properties during September 2005 which are scheduled to be contributed to the Australian JV in the latter part of 2006 and $168,000 of mortgage interest expense incurred on a property which we acquired, subject to the debt in October 2005. These aggregate increases of $6.6 million were off-set by decreases in interest expense of $112,000 incurred under our
same-store mortgage portfolio, a decrease in interest expense of $721,000 incurred during the 2005 period from two mortgage notes which were subsequently satisfied, $391,000 of interest expense related to two properties which were contributed to the Australian JV on January 6, 2006, subject to their debt and an increase of approximately $1.0 million in capitalized interest expense due to an increase in development activities.

Marketing, general and administrative expenses increased by $1.5 million for the three months ended March 31, 2006 as compared to the 2005 period. This overall net increase is attributable to increased costs of maintaining offices and infrastructure in each of our five divisional markets, operating as a public company and higher compensation costs including amortization expense related to restricted stock awards to executive and non-executive officers. Marketing, general and administrative costs represented 6.2% of total revenues from continuing operations (excluding gains on sales of depreciable real estate assets) in the 2006 period as compared to 6.0% in the 2005 period.

During the 2006 quarterly period, we incurred a $3.6 million charge related to our long-term incentive compensation plan with no comparable charge during the 2005 period. For a further discussion of this charge, see Other Matters of this Item 2.

Discontinued operations, net of minority interests increased by approximately $8.1 million for the three months ended March 31, 2006 as compared to the 2005 period. This increase is attributable to an increase in the gains on sales related to those properties sold, including their results of operations during the 2006 period as compared to the 2005 period.

Liquidity and Capital Resources

Historically,
    rental revenue has been the principal source of funds to pay operating expenses,
    debt service and non-incremental capital expenditures, excluding incremental
    capital expenditures. We expect to meet our short-term liquidity requirements
    generally through our net cash provided by operating activities along with
    our $500 million unsecured credit facility (the Credit Facility)
    described below. The Credit Facility contains several financial covenants
    with which we must be in compliance in order to borrow funds thereunder.
    During the prior two years, we have incurred significant leasing costs in
    the form of tenant improvement costs, leasing commissions and free rent.
    This trend is a result of market demands from tenants and high levels of
    leasing transactions to re-tenant scheduled expirations or space vacated
    due to early terminations of leases. We are also expending costs on tenants
    that  are renewing or extending their leases earlier than scheduled. For
    the years ended December 31, 2005 and 2004, we paid or accrued approximately
    $67.7 million and $52.2 million, respectively, for tenanting costs including
    tenant improvement costs and leasing commissions. Primarily, as a result
    of these factors, our cash available for distribution from operating activities
    was not sufficient to cover 100% of the dividends paid on our common equity.
    However, we are beginning to experience a moderation in the cost of re-tenanting
    our properties, primarily in terms of free rent concessions and costs to
    renew existing tenants. We are not yet experiencing significant reductions
    in the cost of re-leasing vacant or vacated space. Recently we have experienced
    an economic recovery in our markets, including an accelerated recovery in
    our New York City and Long Island markets. We are beginning to also see this
    trend in certain of our Stamford, Connecticut properties. This is resulting
    in rental
rate increases which is positively impacting our cash flow. To meet the short-term
    funding requirements relating to the higher leasing costs, we have used proceeds
    from non-core property sales or borrowings under our Credit Facility. Based
    on our forecasted leasing, we anticipate that we will continue to incur shortfalls
    during 2006. We currently intend to fund any shortfalls with proceeds from
    sales of non-income producing assets or borrowings under our Credit Facility.
    We periodically review our distribution policy to determine
the appropriateness of our distribution rate relative to our cash flows. We adjust
our distribution rate based on such factors as leasing activity, market conditions
and forecasted increases and decreases in our cash flow as well as required distributions
of taxable income to maintain the Companys REIT status. There can be no
assurance that we will maintain the current quarterly distribution level on our
common equity.



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We
    expect to meet most of our financing requirements through long-term unsecured
    borrowings and the issuance of debt and equity securities of the Operating
    Partnership or the Company, as the case may be. In certain situations, primarily
    in joint venture transactions, we use secured debt in connection with the
    acquisition
    of properties.
    During the three months ended March 31, 2006, the Operating Partnership issued
    $275 million of senior unsecured debt securities. The Operating Partnership
    also issued $287.5 million of exchangeable senior debentures in June 2005.
    There can be no assurance that there will be adequate demand for the Companys
    equity at the time or at the price in which the Company desires to raise
    capital through the sale of additional equity. Similarly, there can be no
    assurance that the Operating Partnership will be able to access the unsecured
    debt markets at the time when the Operating Partnership desires to  sell
    its unsecured notes. In addition, when valuations for commercial real estate
    properties are high, we will seek to sell non-core operating properties or
    certain land inventory to realize value and profit created. We will then
    seek opportunities to reinvest the capital realized from these dispositions
    back into value-added assets in our core New York Tri-State Markets. However,
    there can be no assurances that we will be able to identify such opportunities
    that meet our underwriting criteria. Additionally, we have been actively
    seeking joint venture relationships to access new sources of equity capital.
    In September 2005, we completed a series of transactions whereby we sponsored
    the IPO of Reckson LPT, a newly-formed Australian listed property trust which
    is traded on the Australian Stock Exchange. Proceeds received from the IPO
    were used to form a joint venture with us, the Australian JV, and purchase
    17 of our properties. In addition, during January 2006, we sold three additional

properties to the Australian JV and are under contract to sell an additional
    five of our properties to the Australian JV during October 2006. It is our
    intention to purchase additional assets, within our New York Tri-State Markets,
    with Reckson LPT through the Australian JV. Joint ventures often involve
    relinquishing sole decision making authority relating to material events
    such as sale and financing. Loss of control of these decisions may adversely
    affect our financial flexibility, particularly relating to liquidating joint
    venture assets. There can be no assurances that we will be able to successfully
    execute this strategy.

We expect to refinance existing mortgage indebtedness, senior unsecured notes or indebtedness under our Credit Facility at maturity through the issuance of unsecured debt securities or additional equity securities. We anticipate that the current balance of cash and cash equivalents and cash flows from operating activities, together with cash available from borrowings, equity offerings and proceeds from sales of land and non-income producing assets, will be adequate to meet our capital and liquidity requirements in both the short and long-term. Our senior unsecured debt is currently investment grade rated BBB- by Fitch Ratings, BBB- by Standard & Poors and Baa3 by Moodys Investors Service. The rating agencies review the ratings assigned to an issuer such as us on an ongoing basis. Negative changes in our ratings may result in increases in our borrowing costs,
including borrowings under our Credit Facility.

Our markets are currently in the recovery stage in the economic cycle. As a result of current economic conditions, we have generally experienced higher renewal rates and a lower number of lease terminations. Vacancy rates in our markets are generally stable or decreasing and asking rents in our markets have stabilized and in some instances, particularly in New York City and Long Island, are trending higher. Landlords are still required to grant concessions such as free rent and tenant improvements but generally at a more moderate rate than had been experienced in the prior year, particularly on renewal space. Our markets continue to experience higher real estate taxes and utility rates. The recent volatility in the energy markets has had a substantial impact on cost of utilities in the northeast where we own our properties. In certain of our markets, the increase in real estate taxes and utility costs will be
included as part of expenses subject to escalation above a base year and billed to tenants consistent with the terms of their underlying leases. We are also experiencing a similar increase in cost of building materials to fit out tenant space, maintain our buildings and in new development costs. We believe that trends are moving positively from a landlords perspective particularly in terms of increased demand and limited new supply and that the above average tenant costs relating to leasing are moderating. This trend is supported by increased occupancy and reduced vacancy rates in most of our markets, the general economic recovery in the market resulting in job growth, and the scarcity of available land in which to develop a new supply of office space.

We carry comprehensive liability, fire, extended coverage and rental loss insurance on all of our properties. Six of our properties are located in New York City. As a result of the events of September 11, 2001, insurance companies were limiting coverage for acts of terrorism in all risk policies. In November 2002, the Terrorism Risk Insurance Act (TRIA) of 2002 was signed into law, which, among other things, requires insurance companies to offer coverage for losses resulting from defined acts of terrorism through 2005. The TRIA was subsequently extended, with certain modifications, through 2007 with the enactment of the Terrorism Insurance Extension Act of 2005. Our current property insurance coverage, which expires on June 2, 2006, provides for full replacement cost of our properties, including for acts of terrorism up to $540.0 million on a per occurrence basis. We are
currently in the process of renewing our expiring property insurance coverage with similar limits and coverages as the expiring policies, including for acts of terrorism. There can be no assurances that we will be able to replace these coverages at commercially reasonably rates or at all.

The potential impact of terrorist attacks in the New York City and New York Tri-State Markets may adversely affect the value of our properties and our ability to generate cash flow. As a result, there may be a decrease in demand for office space in metropolitan areas that are considered at risk for future terrorist attacks, and this decrease may reduce our revenues from property rentals.



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In order to qualify as a REIT for federal income tax purposes, the Company is required to make distributions to its stockholders of at least 90% of REIT taxable income. As a result, it is anticipated that the Operating Partnership will make distributions in amounts to meet this requirement. We expect to use our cash flow from operating activities for distributions to unitholders and for payment of recurring, non-incremental revenue-generating expenditures. We intend to invest amounts accumulated for distribution in short-term investments.

We currently maintain our $500 million Credit Facility with JPMorgan Chase Bank, as administrative agent, Wells Fargo Bank, National Association as syndication agent and Citicorp, North America, Inc. and Wachovia Bank, National Association as co-documentation agents. The Credit Facility matures in August 2008, provides for a one-year extension subject to a fee of 25 basis points and, upon receiving additional lender commitments, for an increase to the maximum revolving credit amount to $750 million. In addition, borrowings under the Credit Facility accrue interest at a rate of LIBOR plus 80 basis points and the Credit Facility carries a facility fee of 20 basis points per annum. In the event of a change in the Operating Partnerships senior unsecured credit ratings the interest rates and facility fee are subject to change. At March 31, 2006, the outstanding borrowings under the Credit Facility aggregated
$180.0 million and carried a weighted average interest rate of 5.46% per annum.

We utilize the Credit Facility primarily to finance real estate investments, fund our real estate development activities and for working capital purposes. At March 31, 2006, we had availability under the Credit Facility to borrow approximately an additional $319.9 million, subject to compliance with certain financial covenants. Such amount is net of approximately $100,000 in an outstanding undrawn standby letter of credit, which is issued under the Credit Facility.

In connection with the acquisition of certain properties, contributing partners of such properties have provided guarantees on certain of our indebtedness. As a result, we maintain certain minimum outstanding balances on our Credit Facility.

On January 13, 2006, we obtained a $250.0 million term loan (the Term Loan) from Goldman Sachs Mortgage Company. The Term Loan was for an initial period of three months and had terms, including interest rates and financial covenants, substantially similar to our Credit Facility. Proceeds from the Term Loan were used to repay outstanding borrowings under our Credit Facility. On March 31, 2006, in conjunction with net proceeds received from the issuance of Senior Unsecured Notes, we repaid the entire amount outstanding under the Term Loan. As a result, the Term Loan has been retired and is no longer available for borrowings thereunder.

We continue to seek opportunities to acquire real estate assets in our markets. We have historically sought to acquire properties where we could use our real estate expertise to create additional value subsequent to acquisition. As a result of increased market values for our commercial real estate assets, we have sold certain non-core assets or interests in assets where significant value has been created. During 2004, we sold assets or interests in assets with aggregate sales prices of approximately $51.4 million, net of minority partners joint venture interests. During 2005 we sold approximately $909.8 million of our real estate assets including disposition of interests to joint ventures and during the first quarter of 2006, we sold two of our non-core assets, the Tranche II LPT Properties and an option to acquire our minority partners 40% partnership interest in the Omni Property for aggregate
sales proceeds of approximately $178.9 million. We used the proceeds from these sales primarily to pay down borrowings under the Credit Facility, for general corporate purposes and to invest in short-term liquid investments until such time as alternative real estate investments could be made.

We also seek to make structured finance investments at risk adjusted returns into mixed use and residential projects located within our markets. Although we believe we have an in-depth understanding and expertise of our markets relating to the zoning, development and underwriting of various product types, such investments expose us to risks concerning property types and development which may be outside our core portfolio.

A Class A OP Unit and a share of common stock have similar economic characteristics as they effectively share equally in the net income or loss and distributions of the Operating Partnership. As of March 31, 2006, the Operating Partnership had issued and outstanding 1,552,133 Class A OP Units and 465,845 Class C OP Units. The Class A OP Units and the Companys common stock currently receive a quarterly distribution of $.4246 per unit/share. The Class C OP Units were issued in August 2003 in connection with the contribution of real property to the Operating Partnership and currently receive a quarterly distribution of $.4664 per unit. Subject to certain holding periods, OP Units may either be redeemed for cash or, at the election of the Company, exchanged for shares of common stock on a one-for-one basis.

As of March 31, 2006, the Company had approximately 1.3 million shares of its common stock reserved for issuance under its stock option plans, in certain cases subject to vested terms, at a weighted average exercise price of $24.72 per option. In addition, the Company has approximately 2.7 million shares of its common stock reserved for future issuance under its stock option plans.

The Operating Partnership issues additional units to the Company, and thereby increases the Companys general partnership interest in the Operating Partnership, with terms similar to the terms of any securities (i.e., common stock or preferred stock) issued by the Company (including any securities issued by the Company upon the exercise of stock options). Any consideration received by the Company in respect of the issuance of its securities is contributed to the Operating Partnership. In addition, the Operating Partnership or a subsidiary funds the compensation of personnel, including any amounts payable under the Companys LTIP.



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During
    June 2005, the Operating Partnership issued $287.5 million aggregate principal
    amount of 4.00% exchangeable senior debentures due June 15, 2025. The debentures
    were issued at 98% of par and are exchangeable for shares of common stock
    of the Company on or after June 15, 2024 at an initial exchange rate of 24.6124
    common shares per $1,000 of principal amount of debentures. The debentures
    are also exchangeable: (i) if the market price of the Companys common
    stock over a specified period of time is more than 125% of the exchange price
    per
    share
    then in effect; (ii) if the trading price of the debentures over a specified
    period of time is less than 98% of the product of the closing price of the
    Companys  shares multiplied by the applicable exchange rate; (iii)
    during a specified period of time, for any debentures that have been called
    for redemption;
    (iv) under certain circumstances, upon the occurrence of a distribution to
    holders of the Companys shares of (a) rights to purchase the Companys common
    stock at a price below the market price of the Companys shares or (b)
    assets, debt
    securities
    or rights to purchase the Companys securities or securities of the
    Operating Partnership that
    have a per share value exceeding 10% of the market price of the Companys  shares; or (v) if the Companys common stock is not listed on a national
    or regional
securities exchange or quoted on NASDAQ for 30 consecutive trading days.

The
    initial exchange price of $40.63 represents a premium of approximately 25%
    to the closing price of the Companys common stock on the issuance date
    of $32.50 per share. If exchanged in accordance with their terms, the debentures
    will be settled in cash up to their principal amount and any remaining exchange
    value will be settled, at our option, in cash, the Companys common
    stock or a combination thereof. In accordance with the exchange rate terms
    of the debentures the Company has reserved approximately 8.8 million shares
    of its authorized common stock, $.01 par value, for potential future issuance
    upon the exchange of the debentures. Such amount is based on an exchange
    rate of 30.7692 common shares per $1,000 of principal amount of debentures.
    Although we have reserved these shares pursuant to the exchange rate terms,
    we believe the issuance of the Companys shares, if any, would be significantly
    less than 8.8 million shares. The debentures are guaranteed by the Company.
    We
    have the option to redeem the debentures beginning June 18, 2010 for the
    principal amount plus accrued and unpaid interest. Holders of the debentures
    have the right to require us to repurchase their debentures at 100% of the
    principal amount thereof plus accrued and unpaid interest on June 15, 2010,
    June 15, 2015 and June 15, 2020 or, in the event of certain change in control
    transactions, prior to June 15, 2010.

During the three month period ended March 31, 2006, 85,083 shares of the Companys common stock were issued in connection with the exercise of outstanding options to purchase stock under its stock option plans resulting in proceeds to us of approximately $2.1 million. In addition, during February 2006, a limited partner in the Operating Partnership exchanged 17,009 OP Units for an equal number of shares of the Companys common stock.

The Board of Directors of the Company initially authorized the purchase of up to 5.0 million shares of the Companys common stock. Transactions conducted on the New York Stock Exchange have been, and will continue to be, effectuated in accordance with the safe harbor provisions of the Securities Exchange Act of 1934 and may be terminated by the Company at any time. Since the Boards initial authorization, the Company has purchased 3,318,600 shares of its common stock for an aggregate purchase price of approximately $71.3 million. In June 2004, the Board of Directors re-set the Companys common stock repurchase program back to 5.0 million shares. No purchases have been made since March 2003.

The Operating Partnership has issued and outstanding 1,200 preferred units of limited partnership interest with a liquidation preference value of $1,000 per unit and a stated distribution rate of 7.0%, which is subject to reduction based upon terms of their initial issuance (the Preferred Units). The terms of the Preferred Units provide for this reduction in distribution rate in order to address the effect of certain mortgages with above market interest rates, which were assumed by the Operating Partnership in connection with properties contributed to the Operating Partnership in 1998. As a result of the aforementioned reduction, there are currently no distributions being made on the Preferred Units.

Capitalization

Our indebtedness at March 31, 2006 totaled approximately $2.0 billion (net of minority partners interests share of consolidated joint venture debt and including our share of consolidated and unconsolidated joint venture debt) and was comprised of approximately $188.3 million of floating rate unsecured debt, approximately $1.25 billion of senior unsecured notes and approximately $566.9 million of fixed rate mortgage indebtedness with a weighted average interest rate of approximately 6.0% and a weighted average maturity of approximately 5.1 years. Based on our total market capitalization of approximately $5.9 billion at March 31, 2006 (calculated based on the sum of (i) the market value of the Companys common stock and OP Units, assuming conversion, (ii) the liquidation preference value of the Preferred Units and (iii) the $2.0 billion of debt), our debt represented approximately 34.0% of our
total market capitalization.

CONTRACTUALOBLIGATIONSANDCOMMERCIALCOMMITMENTS

On January 6, 2006, we sold two of our suburban office properties; 6800 and 6900 Jericho Turnpike, Jericho, NY to the Australian JV, subject to their mortgage debt of approximately $20.1 million. The Australian JV subsequently pre-paid the mortgage notes with proceeds from a new mortgage financing transaction.

Pursuant to the terms of the mortgage note encumbering the property located at 1350 Avenue of the Americas in New York, NY, the note was prepayable, without penalty, subsequent to March 31, 2006. On March 31, 2006, we satisfied the note and unencumbered the property by repaying the outstanding balance of approximately $71.9 million with proceeds received from property sales and cash-on-hand.



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The following table sets forth our significant consolidated debt obligations by scheduled principal cash flow payments and maturity date and our commercial commitments by scheduled maturity at March 31, 2006 (in thousands):



|                                     |  | MATURITYDATE |        |      |   |        
|------------------------------------ |  | ------------ | ------ | ---- | - | -------
|                                     |  |              |        |      |   |        
|                                     |  | 2006         |        | 2007 |   | 2008   
|                                     |  |              |        |      |   |        
|Mortgage
        notes payable (1)   |  | $            | 7,866  |      | $ | 8,406  
|Mortgage
        notes payable (2)   |  |              | 40,402 |      |   | 60,642 
|Senior
        unsecured notes       |  |              |       |      |   | 200,000
|Credit
        Facility              |  |              |       |      |   |       
|Land
        lease obligations (3)   |  |              | 9,340  |      |   | 12,471 
|Air
        rights lease obligations |  |              | 271    |      |   | 362    
|Capital
        leases               |  |              | 503    |      |   | 671    
|Operating
        leases             |  |              | 989    |      |   | 194    
|                                     |  |              |        |      |   |        
|                                     |  | $            | 59,371 |      | $ | 282,746
|                                     |  |              |        |      |   |        

|
|

|(1) | Scheduled principal amortization payments.
|--- | ------------------------------------------

|(2) | Principal payments due at maturity.
|--- | -----------------------------------

|(3) | We lease, pursuant to noncancellable operating leases, the land on which ten of our buildings were constructed. The leases, certain of which contain renewal options at our direction, expire between 2043 and 2090. The leases either contain provisions for scheduled increases in the minimum rent at specified intervals or for adjustments to rent based upon the fair market value of the underlying land or other indices at specified intervals. Minimum ground rent is recognized on a straight-line basis over the terms of the leases and includes lease renewals if reasonably assured that we will exercise that option.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

At March 31, 2006, approximately $41.3 million, or 7.8%, of our mortgage debt was recourse to the Company.

The following table sets forth our significant consolidated interest expense obligations on our fixed rate debt by scheduled cash flow payments at March 31, 2006, excluding interest expense obligations related to those properties classified as held for sale on our consolidated balance sheet (in thousands):



|                                   |  | YEAR
        ENDEDDECEMBER 31, |        |      |   |       
|---------------------------------- |  | ------------------------------ | ------ | ---- | - | ------
|                                   |  |                                |        |      |   |       
|                                   |  | 2006                           |        | 2007 |   | 2008  
|                                   |  |                                |        |      |   |       
|Mortgage
        notes payable     |  | $                              | 25,236 |      | $ | 28,422
|Senior
        unsecured notes     |  |                                | 36,794 |      |   | 57,113
|Exchangeable
        debentures(a) |  |                                | 11,500 |      |   | 11,500
|                                   |  |                                |        |      |   |       
|                                   |  | $                              | 73,530 |      | $ | 97,035
|                                   |  |                                |        |      |   |       

|
|

|(a) | Callable after June 17, 2010 at par.
|--- | ------------------------------------

Interest expense from those properties classified as held for sale on our consolidated balance sheet at March 31, 2006 over the next five years and thereafter aggregated approximately $16.2 million.

Interest expense incurred under our variable rate Credit Facility and Term Loan amounted to approximately $5.9 million for the three months ended March 31, 2006 and was based on a combined weighted average balance and interest rate of $418.9 million and 5.62%, respectively. Our rental revenues are our principal source of funds along with our net cash provided by operating activities to meet these and future interest obligations.

We had undrawn letters of credit outstanding of approximately $100,000 at March 31, 2006.

Certain of the mortgage notes payable are guaranteed by the Company and/or certain limited partners in the Operating Partnership. In addition, consistent with customary practices in non-recourse lending, certain non-recourse mortgages may be recourse to the Company under certain limited circumstances including environmental issues and breaches of material representations.

Corporate Governance

In February 2006 the Company amended its Bylaws to implement certain corporate governance policies, including (i) a requirement that at least two-thirds of the members of the Board of Directors consist of independent directors and (ii) the establishment of an Affiliate Transaction Committee, which consists of all of the independent directors.

The
    corporate governance policies implemented by the amendments to the Bylaws
    supplement the Companys previously-enacted corporate governance enhancements,
    which include: (i) the de-staggering of the Board of Directors so that shareholders
    can vote on the entire slate of directors each year; (ii) the establishment
    of an independent lead director position; (iii) the mandatory rotation of
    at least one independent director every three years; (iv) a requirement that
    independent directors own a minimum equity stake in the Company of $100,000
    of common stock; (v) a requirement that a substantial portion of directors compensation
    be in the Companys equity, which equity must be held during each directors
    tenure on the Board; (vi) opting out of the Maryland Business Combination
    Statute; and (vii) modifying the Companys five or fewer limitation
    on the ownership of its common stock so that such limitation may only be
    used to protect the Companys REIT status and not for anti-takeover
    purposes.



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Other Matters

In July 2002, as a result of certain provisions of the Sarbanes-Oxley Act of 2002, we discontinued the use of stock loans in our Long Term Incentive Programs (LTIP).
    In connection with LTIP grants made prior to the enactment of the Sarbanes-Oxley
    Act of 2002, we currently have stock loans outstanding to certain executive
    officers which were used to purchase 385,000 shares of the Companys common stock.
    The stock loans were priced at the market prices of the Companys  common
    stock at the time of issuance, bear interest at the mid-term Applicable Federal
    Rate and are secured by the shares purchased. Such stock loans (including
    accrued interest) are scheduled to vest and be ratably forgiven each year
    on the anniversary of the grant date based upon initial vesting periods ranging
    from seven to ten years. Such forgiveness is based on continued service and
    in part on the Company attaining certain annual performance measures. These
    stock loans had an initial aggregate weighted average vesting period of approximately
    nine years. As of March 31, 2006, there remains 149,714 shares of common
    stock subject to the original stock loans which are anticipated to vest between
    2006 and 2011. Approximately $802,000 and $528,000 of compensation expense
    (inclusive of cash payments in respect of taxes payable by the borrower resulting
    from such forgiveness) was recorded for each of the three month periods ended
    March 31, 2006 and 2005, respectively, related to these loans. Such amounts
    have been included in marketing, general and administrative expenses on the
accompanying consolidated statements of income.

The outstanding stock loan balances due from executive officers aggregated approximately $3.2 million and $3.8 million at March 31, 2006 and December 31, 2005, respectively, and have been included as a reduction of additional paid in capital on the accompanying consolidated balance sheets. Other outstanding loans to executive and senior officers at March 31, 2006 and December 31, 2005 amounted to approximately $1.9 million and $2.5 million, respectively, and are included in investments in affiliate loans and joint ventures on the accompanying consolidated balance sheets and are primarily related to tax payment advances on stock compensation awards and life insurance contracts made to certain executive and non-executive officers.

In
    November 2002 and March 2003, an award of rights was granted to certain executive
    officers of the Company (the 2002 Rights and 2003 Rights,
    respectively, and collectively, the Rights). Each Right represents
    the right to receive, upon vesting, one share of the Companys common
    stock if shares are then available for grant under one of the Companys
    stock option plans or, if shares are not so available, an amount of cash
    equivalent to the value
    of such stock on the vesting date. The 2002 Rights vest in four equal annual
    installments beginning on November 14, 2003 (and shall be fully vested on
    November 14, 2006). The 2003 Rights were earned on March 13, 2005 and vest
    in three equal annual installments beginning on March 13, 2005 (and shall
    be fully vested on March 13, 2007). Dividends on the shares will be held
    by the Company until such shares become vested, and will be distributed
    thereafter to the applicable officer. The 2002 Rights also entitle the holder
    thereof to cash payments in respect of taxes payable by the holder resulting
    from the 2002 Rights. The 2002 Rights aggregate 62,835 shares of the Companys
    common stock and the 2003 Rights aggregate 26,040 shares of common stock.
    As of March 31, 2006, there remains 15,709 shares of common stock reserved
    related to the 2002 Rights and 8,682 shares of common stock reserved related
    to the 2003 Rights. Approximately $120,000 and $104,000 of compensation expense
    was recorded for each of the three month periods ended March 31, 2006 and
    2005, respectively, related to the Rights. Such amounts have been included
    in marketing, general and administrative expenses on the accompanying consolidated
    statements of income.

In March 2003, the Company established a new LTIP for its executive and senior officers (the 2003 LTIP). The four-year plan has a core award, which provides for annual stock based compensation based upon continued service and in part based on the Company attaining certain annual performance measures. The plan also has a special outperformance component in the form of a bonus pool equal to 10% of the total return in excess of a 9% cumulative and compounded annual total return on the Companys common equity for the period through the four-year anniversary after the date of grant (the Special Outperformance Pool). The aggregate amount payable to such officers from the Special Outperformance Pool is capped at an amount calculated based upon a total cumulative and compounded annual return on the common equity of 15%. An officers special outperformance award represents an
allocation of the Special Outperformance Pool and will become vested on the fourth anniversary of the date of grant, provided that the officer remains in continuous employment with the Company or any of its affiliates until such date, and the Company has achieved on a cumulative and compounded basis, during the four fiscal years completed on the applicable anniversary date, a total return to holders of the common equity that (i) is at or above the 60thpercentile of the total return to stockholders achieved by members of the peer group during the same period and (ii) equals at least 9% per annum. Special outperformance awards will be paid in cash; however, the Compensation Committee, in its sole discretion, may elect to pay such an award in shares of common stock, valued at the date of vesting, if shares are available at such time under any of the Companys existing stock option plans. The LTIP provides that no dividends or
dividend equivalent payments will accrue with respect to the special outperformance awards. On March 13, 2003, the Company made available 827,776 shares of its common stock under its existing stock option plans in connection with the core award of the 2003 LTIP for certain of its executive and senior officers. During May 2003, the special outperformance awards of the 2003 LTIP were amended to increase the per share base price above which the four year cumulative return is measured from $18.00 to $22.40.



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The Board of Directors approved an amendment to the 2003 LTIP to revise the peer group used to measure relative performance. The amendment eliminated the mixed office and industrial companies and added certain other pure office companies in order to revise the peer group to office sector companies. The Board has also approved the revision of the performance measurement dates for future vesting under the core component of the 2003 LTIP from the anniversary of the date of grant to December 31 of each year. This was done in order to have the performance measurement coincide with the performance period that the Company believes many investors use to judge the performance of the Company.

On December 27, 2004, the Operating Partnership entered into definitive agreements with certain executive and senior officers of the Company to revise their incentive awards under the 2003 LTIP. The revised agreements provide for (i) the rescission of the unvested portion of their core awards and (ii) an award in exchange for the rescinded core awards of an equal number of units of a new class of limited partnership interests (LTIP Units) of the Operating Partnership.

Each executive and senior officer participating in the 2003 LTIP was offered the option to retain all or a portion of his core awards or to rescind them in exchange for new awards of LTIP Units. On December 27, 2004, certain executive and senior officers accepted such offer and thereby amended their Amended and Restated Long-Term Incentive Award Agreement to cancel, in the aggregate, 362,500 shares of restricted stock of the Company representing all or a portion of their unvested core award, and received an equal number of LTIP Units.

The revised awards under the 2003 LTIP were designed to provide the potential for executives to retain a greater equity interest in the Company by eliminating the need for executives to sell a portion of the core awards immediately upon vesting in order to satisfy personal income taxes which are due upon vesting under the original core awards.

With respect to the 2003 LTIP, the Company met its annual performance measure with respect to the 2005, 2004 and 2003 annual measurement periods, respectively. As a result, the Company issued to the participants of the 2003 LTIP 86,111, 102,779 and 206,944 shares of its common stock, respectively, related to the core component of the 2003 LTIP.

The terms of each award of LTIP Units are substantially similar to those of the core awards under the 2003 LTIP. The vesting, performance hurdles and timing for vesting remain unchanged. However, an LTIP Unit represents an equity interest in the Operating Partnership, rather than the Company. At issuance, the LTIP Unit has no value but may over time accrete to a value equal to (but never greater than) the value of one share of common stock of the Company (a REIT Share). Initially, LTIP Units will not have full parity with OP Units with respect to liquidating distributions. Upon the occurrence of certain triggering events (such as the issuance of additional OP Units by the Operating Partnership), the Operating Partnership will revalue its assets for the purpose of the capital accounts of its partners and any increase in valuation of the Operating Partnerships assets from the date
of the issuance of the LTIP Units through the triggering event will be allocated to the capital accounts of holders of LTIP Units until their capital accounts are equivalent to the capital accounts of holders of OP Units. If such equivalence is reached, LTIP Units would achieve full parity with OP Units for all purposes, and therefore accrete to an economic value equivalent to REIT Shares on a one-for-one basis. In addition, if such parity is reached, vested LTIP Units may only be converted into an equal number of OP Units after two years from the date of grant. However, in the absence of an increase in the value of the assets of the Operating Partnership and the occurrence of triggering events, such economic equivalence would not be reached. Until and unless such economic equivalence is reached, the value that the officers will realize for vested LTIP Units will be less than the value of an equal number of REIT Shares. In addition, LTIP Units are subject to
specific performance related vesting requirements. In addition, unlike core awards under the 2003 LTIP (wherein dividends that accumulate are paid upon vesting), LTIP Units will receive the same quarterly distributions as OP Units on a current basis, thus providing full dividend equivalence with REIT Shares. Each LTIP Unit awarded is deemed equivalent to an award of one share of common stock reserved under one of the Companys stock option plans, reducing availability for other equity awards on a one-for-one basis. At the scheduled March 2005 vesting date, the specified performance hurdles were met, and officers that received LTIP Units received a one-time cash payment that represented payment of the full vested amount of the accrued unpaid dividends under the core award of the 2003 LTIP through December 27, 2004, the issuance date of the LTIP Units. In addition, the officers, in the aggregate, vested in 104,167 LTIP Units. At the scheduled March 2006 vesting date, the specified
performance hurdles were met and officers that received LTIP Units, in the aggregate, vested in 120,833 LTIP Units. In order to more closely replicate the terms of the core awards being rescinded, the Company also entered into agreements with three executive officers, which provide that in the event of a change of control the executive shall receive the equivalent value of one REIT Share for each LTIP Unit.

For each of the calendar years ended December 31, 2004 and 2005, following the recommendations of the Compensation Committee, eight senior and executive officers of the Company were awarded, in the aggregate, 272,100 LTIP Units and 207,000 LTIP Units, respectively, for outperformance and to continue to incentivize them for the long-term (the Incentive Unit Grants). The terms of the Incentive Unit Grants are generally consistent with the terms of the 2003 LTIP, including with respect to the impact upon vesting in the event of a change of control.

As a result of the foregoing, there remains 69,443 shares of common stock reserved for future issuance under the core award of the 2003 LTIP and 616,600 shares of common stock reserved for issuance with respect to the issuance of LTIP Units. With respect to the core award of the 2003 LTIP, the Company recorded approximately $305,000 of compensation expense for each of the three month periods ended March 31, 2006 and 2005. In addition, with respect to the LTIP Units and the Incentive Unit Grants, the Company recorded compensation expense of approximately $822,000 and $465,000, respectively, for the three month periods ended March 31, 2006 and



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2005.
    Such amounts have been included in marketing, general and administrative
    expenses on the accompanying consolidated statements of income. Based on
    the terms of the 2003 LTIP, potential outcomes of the Special Outperformance
    Pool are estimated to range from $0, assuming the requisite four year cumulative
    performance measures are not met, to a maximum of approximately $35.0 million,
    assuming relative peer group performance measures are met and a cap of 15%
    cumulative and compounded return on common equity. As of March 31, 2006,
    we have accrued approximately $27.2 million of compensation expense with
    respect to the Special Outperformance Pool of which $3.6 million was accrued
    during the three months ended March 31, 2006. This amount is calculated on
    the closing stock price of the Companys common stock on March 31, 2006
    and is based on managements determination of the probability of requisite performance
     measures being met. The accrual represents approximately 76% of the total
    estimated Special Outperformance Pool reflecting the service period through
    March 31, 2006.

Compensation expense with respect to the core component of the 2003 LTIP, which relates to the Company attaining certain annual performance measures, is recognized as a target stock price plan. Under this type of plan, compensation expense is recognized for the target stock price awards whether or not the targeted stock price condition is achieved as long as the underlying service conditions are achieved. Accordingly, we obtained an independent third party valuation of the 2003 LTIP awards and recognize compensation expense on a straight-line basis through the performance and vesting period for awards to employees who remain in service over the requisite period regardless of whether the target stock price has been reached.

Compensation expense with respect to the core component of the 2003 LTIP, which relates to the continued service of the grantee, is recognized as compensation expense on a straight-line basis through the vesting period based on the fair market value of the stock on the date of grant.

As a result of the election of certain executive and senior officers to exchange all or a portion of their unvested core awards under the 2003 LTIP into an equal number of LTIP Units we again obtained an independent third party valuation of the newly granted LTIP Units and determined that the fair value of the LTIP Units was not greater than the exchanged 2003 LTIP awards on the date of the exchange. As such, compensation expense to be recognized, on a straight-lined basis, over the vesting period of the LTIP Units equals the amount of unamortized compensation expense cost for the 2003 LTIP awards as of the exchange date.

On January 1, 2006, we adopted Statement No. 123R and have determined that the adoption of Statement No. 123R did not have a material impact on our consolidated financial statements.

Nine of our office properties, which were acquired by the issuance of OP Units, are subject to agreements limiting our ability to transfer them prior to agreed upon dates without the consent of the limited partner who transferred the respective property to us. In the event we transfer any of these properties prior to the expiration of these limitations, we may be required to make a payment relating to taxes incurred by the limited partner. These limitations expire between 2011 and 2015.

Two of our office properties that are held in joint ventures contain certain limitations on transfer. These limitations include requiring the consent of the joint venture partner to transfer a property prior to various specified dates, rights of first offer, and buy / sell provisions.

Under various Federal, state and local laws, ordinances and regulations, an owner of real estate is liable for the costs of removal or remediation of certain hazardous or toxic substances on or in such property. These laws often impose such liability without regard to whether the owner knew of, or was responsible for, the presence of such hazardous or toxic substances. The cost of any required remediation and the owners liability therefore as to any property is generally not limited under such enactments and could exceed the value of the property and/or the aggregate assets of the owner. The presence of such substances, or the failure to properly remediate such substances, may adversely affect the owners ability to sell or rent such property or to borrow using such property as collateral. Persons who arrange for the disposal or treatment of hazardous or toxic substances may also be liable for the
costs of removal or remediation of such substances at a disposal or treatment facility, whether or not such facility is owned or operated by such person. Certain environmental laws govern the removal, encapsulation or disturbance of asbestos-containing materials (ACMs) when such materials are in poor condition, or in the event of renovation or demolition. Such laws impose liability for release of ACMs into the air and third parties may seek recovery from owners or operators of real properties for personal injury associated with ACMs. In connection with the ownership (direct or indirect), operation, management and development of real properties, we may be considered an owner or operator of such properties or as having arranged for the disposal or treatment of hazardous or toxic substances and, therefore, potentially liable for removal or remediation costs, as well as certain other related costs, including governmental fines and injuries to persons and
property.

All of our properties have been subjected to a Phase I or similar environmental audit (which involved general inspections without soil sampling, ground water analysis or radon testing) completed by independent environmental consultant companies. These environmental audits have not revealed any environmental liability that would have a material adverse effect on our business.



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Off Balance Sheet Arrangements

The Operating Partnership has a net investment of approximately $55.2 million in loans and REIT-qualified joint ventures with FrontLine Capital Group (FrontLine) and Reckson Strategic Venture Partners, LLC (RSVP), a real estate venture capital fund whose common equity is held indirectly by FrontLine (collectively, the RSVP / FLCG Investments). Frontline was formed by the Company in 1997. The net carrying value of the RSVP / FLCG Investments was reassessed with no change by management at March 31, 2006 and is included in investments in affiliate loans and joint ventures on our consolidated balance sheets.

FrontLine is in default under the loans from the Operating Partnership and on June 12, 2002, filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code.

The RSVP REIT-qualified joint ventures are managed subject to a management agreement with the former managing directors of RSVP, which expires in September 2006. The management agreement provides for an annual base management fee and disposition fees equal to 2% of the net proceeds received by RSVP on asset sales which are subject to a maximum of $7.5 million. In addition, the former managing directors of RSVP retained a one-third residual interest in RSVPs assets which is subordinated to the distribution of an aggregate amount of $75.0 million to RSVP and/or us in respect of RSVP-controlled joint ventures.

Scott H. Rechler, our CEO and Chairman of the Board of Directors, serves as CEO and is FrontLines sole board member. Mr. Rechler also serves as a member of the management committee of RSVP.

In November 2004, a joint venture in which RSVP owns approximately 47% executed a binding agreement to contribute its Catskills, NY resort properties (excluding residentially zoned land) to Empire Resorts Inc. (NASDAQ: NYNY) (Empire) for consideration of 18.0 million shares of Empires common stock and the right to appoint five members of their Board of Directors. On December 29, 2005, the agreement was terminated and the joint venture received options to purchase approximately 5.2 million shares of common stock of Empire at a price of $7.50 per share. The options will be exercisable until December 29, 2006. On March 31, 2006, the closing price of a share of Empires common stock was $5.16 per share.

We have discontinued the accrual of interest income with respect to the loans from the Operating Partnership and our share of GAAP equity in earnings, if any, from the RSVP-controlled REIT-qualified joint ventures until such income is realized through cash distributions.

In addition to the foregoing, our off-balance sheet arrangements consist of our approximate 5% indirect ownership interest in a joint venture that owns an investment in a New York City Class A office tower where our share of unconsolidated joint venture debt is approximately $11.7 million with an interest rate of 6.35% per annum and a remaining term of approximately 15 years, our 25% joint venture interest in the Australian JV where our share of unconsolidated joint venture debt is approximately $75.3 million with a weighted average interest rate of 5.3% per annum and a weighted average term of 5.5 years and our 30% joint venture interest in the property located at One Court Square, Long Island City, NY where our share of unconsolidated joint venture debt is $94.5 million with an interest rate of 4.91% per annum and a remaining term of approximately 9.3 years.

Funds from Operations

Funds from Operations (FFO) is defined by the National Association of Real Estate Investment Trusts (NAREIT) as net income or loss, excluding gains or losses from sales of depreciable properties plus real estate depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures. We present FFO because we consider it an important supplemental measure of our operating performance and believe it is frequently used by securities analysts, investors and other interested parties in the evaluation of REITs, many of which present FFO when reporting their results. FFO is intended to exclude GAAP historical cost depreciation and amortization of real estate and related assets, which assumes that the value of real estate diminishes ratably over time. Historically, however, real estate values have risen or fallen with market conditions. As a result, FFO provides
a performance measure that, when compared year over year, reflects the impact to operations from trends in occupancy rates, rental rates, operating costs, development activities, interest costs and other matters without the inclusion of depreciation and amortization, providing perspective that may not necessarily be apparent from net income.

We compute FFO in accordance with the standards established by NAREIT. FFO does not represent cash generated from operating activities in accordance with 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 our operating performance or as an alternative to cash flow as a measure of liquidity. Since all companies and analysts do not calculate FFO in a similar fashion, our calculation of FFO presented herein may not be comparable to similarly titled measures as reported by other companies.



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The following table presents our FFO calculations (in thousands):



|                                                                        |  | Three months endedMarch 31, |       
|----------------------------------------------------------------------- |  | --------------------------- | ------
|                                                                        |  |                             |       
|                                                                        |  | 2006                        |       
|                                                                        |  |                             |       
|Net income                                                              |  | $                           | 59,182
|Adjustments for basic Funds From Operations                             |  |                             |       
|Add:                                                                    |  |                             |       
|Real estate depreciation and amortization                               |  |                             | 32,151
|Minority partners interests in consolidated partnerships               |  |                             | 7,234 
|Deduct:                                                                 |  |                             |       
|Gains on sales of depreciable real estate                               |  |                             | 44,669
|Amounts distributable to minority partners in consolidated partnerships |  |                             | 6,345 
|                                                                        |  |                             |       
|Basic and Diluted Funds From Operations                                 |  | $                           | 47,553
|                                                                        |  |                             |       
|Weighted Average units outstanding                                      |  |                             | 85,094
|                                                                        |  |                             |       
|Diluted Weighted Average units outstanding                              |  |                             | 85,651
|                                                                        |  |                             |       

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 flex leases generally provide for fixed base rent increases, direct pass through of certain operating expenses and separate real estate tax escalations over a base amount. We believe that inflationary increases in expenses will be mitigated by contractual rent increases and expense escalations described above. As a result of the impact of the events of September 11, 2001, we have realized increased insurance costs, particularly relating to property and terrorism insurance, and security costs. We have included these costs as part of our escalatable expenses and have billed them to our tenants consistent with the terms of the underlying leases and believe they are collectible.
To the extent our properties contain vacant space, we will bear such inflationary increases in expenses.

The Credit Facility and one of our Note Receivable Investments bear interest at variable rates, which will be influenced by changes in short-term interest rates, and are sensitive to inflation.

ITEM3. QUANTITATIVE ANDQUALITATIVEDISCLOSURESABOUTMARKETRISK

The primary market risk facing us is interest rate risk on our long-term debt and notes receivable. We do not enter into derivative financial instruments for trading or speculative purposes. However, in the normal course of our business and to help us manage our debt issuances and maturities, we do use derivative financial instruments in the form of cash flow hedges to protect ourselves against potentially rising interest rates. We are not subject to foreign currency risk.

The accounting for changes in the fair value of derivatives depends on the intended use of the derivative and the resulting designation. Derivatives used to hedge the exposure to changes in the fair value of an asset, liability, or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges. Derivatives used to hedge the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges.

As required by Statement No. 133, we record all derivatives on our balance sheet at fair value. For effective hedges, depending on the nature of the hedge, changes in the fair value of the derivative will be offset against the corresponding change in fair value of the hedged asset, liability, or firm commitment through earnings or recognized in OCI on our balance sheet until the hedged item is recognized in earnings.

For derivatives designated as cash flow hedges, the effective portion of changes in the fair value of the derivative is initially reported in OCI and subsequently reclassified to earnings when the hedged transaction affects earnings, and the ineffective portion of changes in the fair value of the derivative is recognized directly in earnings. We assess the effectiveness of each hedging relationship by comparing the changes in fair value or cash flows of the derivative hedging instrument with the changes in fair value or cash flows of the designated hedged item or transaction. For derivatives not designated as hedges, changes in fair value are recognized in earnings.



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The fair market value (FMV) of our long term debt and Note Receivable Investments is estimated based on discounting future cash flows at interest rates that we believe reflects the risks associated with long term debt and notes receivable of similar risk and duration.

The following table sets forth our long-term debt obligations by scheduled principal cash flow payments and maturity date, weighted average interest rates and estimated FMV at March 31, 2006 (dollars in thousands):



|                               |  | For the Year Ending December 31, |        |      |   |         |   |      |        
|------------------------------ |  | -------------------------------- | ------ | ---- | - | ------- | - | ---- | -------
|                               |  |                                  |        |      |   |         |   |      |        
|                               |  | 2006                             |        | 2007 |   | 2008    |   | 2009 |        
|                               |  |                                  |        |      |   |         |   |      |        
|Long term debt:                |  |                                  |        |      |   |         |   |      |        
|Fixed rate                     |  | $                                | 48,268 |      | $ | 269,048 |   | $    | 7,370  
|Weighted average interest rate |  |                                  | 7.95   | %    |   | 7.13    | % |      | 7.22   
|Variable rate                  |  | $                                |       |      | $ |        |   | $    | 180,000
|Weighted average interest rate |  |                                  |       |      |   |        |   |      | 5.46   

|
|

|(1) | Includes aggregate unamortized issuance discounts of approximately $7.7 million on the senior unsecured notes which are due at maturity.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------

In addition, we have assessed the market risk for our variable rate debt, which is based upon LIBOR, and believe that a one percent increase in the LIBOR rate would have an approximate $1.8 million annual increase in interest expense based on $180.0 million of variable rate debt outstanding at March 31, 2006.

The following table sets forth our Note Receivable Investments by scheduled maturity date, weighted average interest rates and estimated FMV at March 31, 2006 (dollars in thousands):



|                               |  | For the Year Ending December 31, |   |      |   |        |  
|------------------------------ |  | -------------------------------- | - | ---- | - | ------ | -
|                               |  |                                  |   |      |   |        |  
|                               |  | 2006                             |   | 2007 |   | 2008   |  
|                               |  |                                  |   |      |   |        |  
|Note Receivable Investments:   |  |                                  |   |      |   |        |  
|Fixed rate                     |  | $                                |  |      | $ | 40,000 |  
|Weighted average interest rate |  |                                  |  |      |   | 16.25  | %
|Variable rate                  |  | $                                |  |      | $ |       |  
|Weighted average interest rate |  |                                  |  |      |   |       |  

|
|

|(1) | Excludes interest receivables and unamortized acquisition costs aggregating approximately $4.7 million.
|--- | -------------------------------------------------------------------------------------------------------

|(2) | Our investment balance, with respect to a participating loan investment, includes approximately $21.2 million of accretive interest which is due at maturity. The FMV calculation considers only accretive interest recorded through March 31, 2006.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

In addition, we have assessed the market risk for our variable rate receivables, which are based upon LIBOR, and believe that a one percent increase in the LIBOR rate would have an approximate $5,000 annual increase in interest income based on a $500,000 variable rate note receivable outstanding at March 31, 2006.



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ITEM4. CONTROLS ANDPROCEDURES

We maintain disclosure controls and procedures designed to ensure that information required to be disclosed in our filings under the Securities Exchange Act of 1934 is reported within the time periods specified in the SECs rules and forms. In this regard, we have formed a Disclosure Committee currently comprised of all of our executive officers as well as certain other members of our senior management with knowledge of information that may be considered in the SEC reporting process. The Committee has responsibility for the development and assessment of the financial and non-financial information to be included in the reports filed by us with the SEC and supports our Chief Executive Officer and Chief Financial Officer in connection with their certifications contained in our SEC reports. The Committee meets regularly and reports to the Audit Committee on a quarterly or more frequent basis. Our Chief
Executive Officer and Chief Financial Officer have evaluated, with the participation of our senior management, our disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q. Based upon the evaluation, our Chief Executive Officer and Chief Financial Officer concluded that such disclosure controls and procedures are effective.

There were no changes in our internal control over financial reporting that occurred during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.



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SELECTEDPORTFOLIOINFORMATION

The following table sets forth our schedule of top 25 tenants based on base rental revenue as of April 1, 2006:



|  | Tenant
        Name(1) (2)           |  | Wtd.
        Avg.Term Remaining(years) |  | TotalSquare Feet |  | Percent
        of Pro RataShare of AnnualizedBase Rental Revenue |  
|- | ------------------------------------ |  | -------------------------------------- |  | ---------------- |  | ----------------------------------------------------------------- | -
|  |                                      |  |                                        |  |                  |  |                                                                   |  
|* | Citigroup
        / Citibank         |  | 12.1                                   |  | 2,015,381        |  | 4.2                                                               | %
|* | Debevoise
        & Plimpton         |  | 15.8                                   |  | 586,528          |  | 3.6                                                               | %
|  | D.E.
        Shaw                    |  | 7.8                                    |  | 192,837          |  | 2.1                                                               | %
|  | Amerada
        Hess Corporation     |  | 15.8                                   |  | 180,822          |  | 2.0                                                               | %
|  | King
        & Spalding              |  | 7.9                                    |  | 148,675          |  | 1.7                                                               | %
|* | Verizon
        Communications Inc.  |  | 1.3                                    |  | 271,384          |  | 1.7                                                               | %
|* | Schulte
        Roth & Zabel         |  | 14.7                                   |  | 279,746          |  | 1.6                                                               | %
|* | American
        Express             |  | 8.0                                    |  | 127,305          |  | 1.6                                                               | %
|* | Bank
        of America / Fleet Bank |  | 4.7                                    |  | 199,089          |  | 1.4                                                               | %
|  | County
        of Nassau             |  | 15.6                                   |  | 219,066          |  | 1.4                                                               | %
|* | Fuji
        Photo Film USA          |  | 6.4                                    |  | 194,984          |  | 1.2                                                               | %
|* | MCI                                  |  | 0.9                                    |  | 240,430          |  | 1.1                                                               | %
|  | Westpoint
        Stevens            |  | 0.8                                    |  | 86,800           |  | 1.0                                                               | %
|  | Arrow
        Electronics Inc.       |  | 7.8                                    |  | 163,762          |  | 1.0                                                               | %
|  | Dun
        & Bradstreet Corp.       |  | 6.5                                    |  | 123,000          |  | 1.0                                                               | %
|  | Daiichi
        Pharmaceuticals      |  | 11.5                                   |  | 141,000          |  | 1.0                                                               | %
|* | Schering-Plough
        Corporation  |  | 0.3                                    |  | 152,970          |  | 0.9                                                               | %
|  | Westdeutsche
        Landesbank      |  | 10.1                                   |  | 53,000           |  | 0.9                                                               | %
|* | JP
        Morgan Chase              |  | 5.0                                    |  | 100,636          |  | 0.9                                                               | %
|  | Washington
        Mutual            |  | 0.9                                    |  | 127,465          |  | 0.8                                                               | %
|  | North
        Fork Bank              |  | 12.8                                   |  | 126,770          |  | 0.8                                                               | %
|  | Practicing
        Law Institute     |  | 7.9                                    |  | 77,500           |  | 0.8                                                               | %
|* | HQ
        Global                    |  | 3.2                                    |  | 157,892          |  | 0.8                                                               | %
|  | Vytra
        Healthcare             |  | 1.8                                    |  | 105,613          |  | 0.8                                                               | %
|* | Banque
        Nationale De Paris    |  | 10.3                                   |  | 145,834          |  | 0.8                                                               | %

|
|

|(1) | Ranked by pro-rata share of annualized base rental revenue adjusted for pro rata share of joint venture interests.
|--- | ------------------------------------------------------------------------------------------------------------------

|(2) | Total square footage is based on currently leased space and excludes expansions or leases with future start dates.
|--- | ------------------------------------------------------------------------------------------------------------------

|* | Part or all of space occupied by tenant is in a joint venture building.
|- | -----------------------------------------------------------------------



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Historical Non-Incremental Revenue-Generating Capital Expenditures, Tenant Improvement Costs and Leasing Commissions

The following table sets forth annual and per square foot non-incremental revenue-generating capital expenditures in which we paid or accrued, during the respective periods, to retain revenues attributable to existing leased space (at 100% of cost) for the years 2002 through 2005 and for the three month period ended March 31, 2006 for our consolidated office and industrial / flex properties:



|                             |  | 2002 |           | 2003 |   | 2004      |     | 2005 |           | Average2002-2005 |   | YTD2006   |       
|---------------------------- |  | ---- | --------- | ---- | - | --------- | --- | ---- | --------- | ---------------- | - | --------- | ------
|                             |  |      |           |      |   |           |     |      |           |                  |   |           |       
|Suburban Office Properties   |  |      |           |      |   |           |     |      |           |                  |   |           |       
|Total                        |  | $    | 5,283,674 |      | $ | 6,791,336 |     | $    | 7,034,054 |                  | $ | 8,402,935 |       
|Per Square Foot              |  | $    | 0.53      |      | $ | 0.67      |     | $    | 0.69      |                  | $ | 0.78      | (2)(3)
|                             |  |      |           |      |   |           |     |      |           |                  |   |           |       
|NYC Office Properties        |  |      |           |      |   |           |     |      |           |                  |   |           |       
|Total                        |  | $    | 1,939,111 |      | $ | 1,922,209 |     | $    | 2,515,730 |                  | $ | 2,017,360 |       
|Per Square Foot              |  | $    | 0.56      |      | $ | 0.55      |     | $    | 0.56      |                  | $ | 0.42      | (4)   
|                             |  |      |           |      |   |           |     |      |           |                  |   |           |       
|Flex / Industrial Properties |  |      |           |      |   |           |     |      |           |                  |   |           |       
|Total                        |  | $    | 1,881,627 |      | $ | 1,218,401 | (1) | $    | 207,028   |                  | $ | 38,723    | (2)   
|Per Square Foot              |  | $    | 0.28      |      | $ | 0.23      |     | $    | 0.23      |                  | $ | 0.05      |       

|
|

|(1) | Excludes non-incremental capital expenditures of $435,140 incurred during the fourth quarter of 2003 for the industrial properties which were sold during the period.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Includes costs related to the 17 properties sold to the Australian JV on September 21, 2005.
|--- | --------------------------------------------------------------------------------------------

|(3) | Per square foot calculations for suburban submarkets-office properties exclude 68 South Service Road and the Eastridge Portfolio.
|--- | ---------------------------------------------------------------------------------------------------------------------------------

|(4) | Per square foot calculations, for NYC office properties, exclude One Court Square, a 1,401,609 square foot, triple net leased building in Long Island City, New York.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(5) | Per square foot calculations for suburban office properties exclude 68 South Service Road, a building that was recently placed in service. Per square foot calculations for NYC office properties exclude One Court Square, a 1,401,609 square foot, triple net leased building in Long Island City, New York.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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The following table sets forth annual and per square foot non-incremental revenue-generating tenant improvement costs and leasing commissions (at 100% of cost) which we committed to perform, during the respective periods, to retain revenues attributable to existing leased space for the years 2002 through 2005 and for the three month period ended March 31, 2006 for our consolidated office and industrial / flex properties:



|                                                   |  | 2002 |            | 2003 |   | 2004       |        | 2005 |            | Average2002-2005 |   | YTD2006    |        | New |            | Renewal |  
|-------------------------------------------------- |  | ---- | ---------- | ---- | - | ---------- | ------ | ---- | ---------- | ---------------- | - | ---------- | ------ | --- | ---------- | ------- | -
|                                                   |  |      |            |      |   |            |        |      |            |                  |   |            |        |     |            |         |  
|Long
        Island Office Properties              |  |      |            |      |   |            |        |      |            |                  |   |            |        |     |            |         |  
|Tenant
        Improvements                        |  | $    | 1,917,466  |      | $ | 3,774,722  |        | $    | 4,856,604  |                  | $ | 4,768,833  |        | $   | 3,829,406  |         | $
|Per
        Square Foot Improved                   |  | $    | 7.81       |      | $ | 7.05       |        | $    | 8.78       |                  | $ | 11.25      |        | $   | 8.72       |         | $
|Leasing
        Commissions                        |  | $    | 1,026,970  |      | $ | 2,623,245  |        | $    | 2,345,325  |                  | $ | 1,546,354  |        | $   | 1.885,474  |         | $
|Per
        Square Foot Leased                     |  | $    | 4.18       |      | $ | 4.90       |        | $    | 4.24       |                  | $ | 3.65       |        | $   | 4.24       |         | $
|                                                   |  |      |            |      |   |            |        |      |            |                  |   |            |        |     |            |         |  
|Total
        Per Square Foot                      |  | $    | 11.99      |      | $ | 11.95      |        | $    | 13.02      |                  | $ | 14.90      |        | $   | 12.96      |         | $
|                                                   |  |      |            |      |   |            |        |      |            |                  |   |            |        |     |            |         |  
|Westchester
        Office Properties              |  |      |            |      |   |            |        |      |            |                  |   |            |        |     |            |         |  
|Tenant
        Improvements                        |  | $    | 6,391,589  | (1)  | $ | 3,732,370  |        | $    | 6,323,134  |                  | $ | 5,296,662  |        | $   | 5,435,939  |         | $
|Per
        Square Foot Improved                   |  | $    | 15.05      |      | $ | 15.98      |        | $    | 11.95      |                  | $ | 12.37      |        | $   | 13.84      |         | $
|Leasing
        Commissions                        |  | $    | 1,975,850  | (1)  | $ | 917,487    |        | $    | 2,671,548  |                  | $ | 1,923,552  |        | $   | 1,872,109  |         | $
|Per
        Square Foot Leased                     |  | $    | 4.65       |      | $ | 3.93       |        | $    | 5.05       |                  | $ | 4.49       |        | $   | 4.53       |         | $
|                                                   |  |      |            |      |   |            |        |      |            |                  |   |            |        |     |            |         |  
|Total
        Per Square Foot                      |  | $    | 19.70      |      | $ | 19.91      |        | $    | 17.00      |                  | $ | 16.86      |        | $   | 18.37      |         | $
|                                                   |  |      |            |      |   |            |        |      |            |                  |   |            |        |     |            |         |  
|Connecticut
        Office Properties              |  |      |            |      |   |            |        |      |            |                  |   |            |        |     |            |         |  
|Tenant
        Improvements                        |  | $    | 491,435    |      | $ | 588,087    |        | $    | 3,051,833  |                  | $ | 3,895,369  |        | $   | 2,006,681  |         | $
|Per
        Square Foot Improved                   |  | $    | 3.81       |      | $ | 8.44       |        | $    | 12.71      |                  | $ | 11.86      |        | $   | 9.20       |         | $
|Leasing
        Commissions                        |  | $    | 307,023    |      | $ | 511,360    |        | $    | 1,493,664  |                  | $ | 1,819,504  |        | $   | 1,032,888  |         | $
|Per
        Square Foot Leased                     |  | $    | 2.38       |      | $ | 7.34       |        | $    | 6.22       |                  | $ | 5.54       |        | $   | 5.37       |         | $
|                                                   |  |      |            |      |   |            |        |      |            |                  |   |            |        |     |            |         |  
|Total
        Per Square Foot                      |  | $    | 6.19       |      | $ | 15.78      |        | $    | 18.93      |                  | $ | 17.40      |        | $   | 14.57      |         | $
|                                                   |  |      |            |      |   |            |        |      |            |                  |   |            |        |     |            |         |  
|New
        Jersey Office Properties               |  |      |            |      |   |            |        |      |            |                  |   |            |        |     |            |         |  
|Tenant
        Improvements                        |  | $    | 2,842,521  |      | $ | 4,327,295  |        | $    | 1,379,362  |                  | $ | 2,421,779  |        | $   | 2,742,739  |         | $
|Per
        Square Foot Improved                   |  | $    | 10.76      |      | $ | 11.57      |        | $    | 7.12       |                  | $ | 15.49      |        | $   | 11.24      |         | $
|Leasing
        Commissions                        |  | $    | 1,037,012  |      | $ | 1,892,635  |        | $    | 832,658    |                  | $ | 1,394,470  |        | $   | 1,289,194  |         | $
|Per
        Square Foot Leased                     |  | $    | 3.92       |      | $ | 5.06       |        | $    | 4.30       |                  | $ | 8.92       |        | $   | 5.55       |         | $
|                                                   |  |      |            |      |   |            |        |      |            |                  |   |            |        |     |            |         |  
|Total
        Per Square Foot                      |  | $    | 14.68      |      | $ | 16.63      |        | $    | 11.42      |                  | $ | 24.41      |        | $   | 16.79      |         | $
|                                                   |  |      |            |      |   |            |        |      |            |                  |   |            |        |     |            |         |  
|Total
        Suburban Markets - Office Properties |  |      |            |      |   |            |        |      |            |                  |   |            |        |     |            |         |  
|Tenant
        Improvements                        |  | $    | 11,643,011 |      | $ | 12,422,474 |        | $    | 15,610,933 |                  | $ | 16,382,643 |        | $   | 14,014,765 |         | $
|Per
        Square Foot Improved                   |  | $    | 10.95      |      | $ | 10.24      |        | $    | 10.30      |                  | $ | 12.25      |        | $   | 10.48      |         | $
|Leasing
        Commissions                        |  | $    | 4,346,855  |      | $ | 5,944,728  |        | $    | 7,343,194  |                  | $ | 6,683,880  |        | $   | 6,079,664  |         | $
|Per
        Square Foot Leased                     |  | $    | 4.09       |      | $ | 4.90       |        | $    | 4.84       |                  | $ | 5.00       |        | $   | 4.55       |         | $
|                                                   |  |      |            |      |   |            |        |      |            |                  |   |            |        |     |            |         |  
|Total
        Per Square Foot                      |  | $    | 15.04      |      | $ | 15.14      |        | $    | 15.14      |                  | $ | 17.25      |        | $   | 15.03      |         | $
|                                                   |  |      |            |      |   |            |        |      |            |                  |   |            |        |     |            |         |  
|New
        York City Office Properties            |  |      |            |      |   |            |        |      |            |                  |   |            |        |     |            |         |  
|Tenant
        Improvements                        |  | $    | 4,350,106  |      | $ | 5,810,017  | (2)(3) | $    | 9,809,822  | (3)(4)           | $ | 10,648,442 | (2)(4) | $   | 7,654,597  |         | $
|Per
        Square Foot Improved                   |  | $    | 18.39      |      | $ | 32.84      |        | $    | 23.21      |                  | $ | 28.20      |        | $   | 25.66      |         | $
|Leasing
        Commissions                        |  | $    | 2,019,837  |      | $ | 2,950,330  | (2)(3) | $    | 3,041,141  | (4)              | $ | 4,418,706  | (2)(4) | $   | 3,107,504  |         | $
|Per
        Square Foot Leased                     |  | $    | 8.54       |      | $ | 16.68      |        | $    | 7.19       |                  | $ | 11.70      |        | $   | 11.03      |         | $
|                                                   |  |      |            |      |   |            |        |      |            |                  |   |            |        |     |            |         |  
|Total
        Per Square Foot                      |  | $    | 26.93      |      | $ | 49.52      |        | $    | 30.40      |                  | $ | 39.90      |        | $   | 36.69      |         | $
|                                                   |  |      |            |      |   |            |        |      |            |                  |   |            |        |     |            |         |  
|Industrial
        / Flex Properties               |  |      |            |      |   |            |        |      |            |                  |   |            |        |     |            |         |  
|Tenant
        Improvements                        |  | $    | 1,850,812  |      | $ | 1,249,200  |        | $    | 310,522    |                  | $ | 112,781    |        | $   | 880,829    |         | $
|Per
        Square Foot Improved                   |  | $    | 1.97       |      | $ | 2.42       |        | $    | 2.27       |                  | $ | 2.46       |        | $   | 2.28       |         | $
|Leasing
        Commissions                        |  | $    | 890,688    |      | $ | 574,256    |        | $    | 508,198    |                  | $ | 65,740     |        | $   | 509,720    |         | $
|Per
        Square Foot Leased                     |  | $    | 0.95       |      | $ | 1.11       |        | $    | 3.71       |                  | $ | 1.43       |        | $   | 1.80       |         | $
|                                                   |  |      |            |      |   |            |        |      |            |                  |   |            |        |     |            |         |  
|Total
        Per Square Foot                      |  | $    | 2.92       |      | $ | 3.53       |        | $    | 5.98       |                  | $ | 3.89       |        | $   | 4.08       |         | $
|                                                   |  |      |            |      |   |            |        |      |            |                  |   |            |        |     |            |         |  

|
|

|(1) | Excludes tenant improvements and leasing commissions related to a 163,880 square foot leasing transaction with Fuji Photo Film U.S.A. Leasing commissions on this transaction amounted to $5.33 per square foot and tenant improvement allowance amounted to $40.88 per square foot.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Excludes $15.5 million of tenant improvements and $2.2 million of leasing commissions related to a 121,108 square foot lease to Debevoise & Plimpton that was signed during the third quarter of 2003 with a lease commencement date in 2005.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | 2003 numbers exclude tenant improvements of $0.2 million for Sandler ONeil & Partners (7,446 square feet) for expansion space with a lease commencement date in the second quarter of 2004. The tenant improvement allowance is reflected in the 2004 numbers.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) | Excludes 86,800 square foot WestPoint Stevens early renewal. There were no tenant improvement or leasing costs associated with this transaction. Also excludes $1.4 million of tenant improvements and $1.2 million of leasing commissions related to a 74,293 square foot lease to Harper Collins Publishers with a lease commencement date in 2006. Also excludes Bank of America retail lease with $0.6 million of tenant improvements and $0.8 million of leasing commissions.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

As noted, incremental revenue-generating tenant improvement costs and leasing commissions are excluded from the tables previously set forth. The historical capital expenditures, tenant improvement costs and leasing commissions previously set forth are not necessarily indicative of future non-incremental revenue-generating capital expenditures or non-incremental revenue-generating tenant improvement costs and leasing commissions that may be incurred to retain revenues on leased space.



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The following table sets forth our components of paid or accrued non-incremental and incremental revenue-generating capital expenditures, tenant improvements and leasing costs for the periods presented as reported on our Statements of Cash Flows  Investment Activities contained in our consolidated financial statements (in thousands):



|                                                       |  | Three months endedMarch 31, |       
|------------------------------------------------------ |  | --------------------------- | ------
|                                                       |  |                             |       
|                                                       |  | 2006                        |       
|                                                       |  |                             |       
|Capital expenditures:                                  |  |                             |       
|Non-incremental                                        |  | $                           | 2,457 
|Incremental                                            |  |                             | 2,092 
|Tenant
        improvements:                           |  |                             |       
|Non-incremental                                        |  |                             | 6,726 
|Incremental                                            |  |                             | 7,171 
|                                                       |  |                             |       
|Additions
        to commercial real estate properties |  | $                           | 18,446
|                                                       |  |                             |       
|Leasing
        costs:                                 |  |                             |       
|Non-incremental                                        |  | $                           | 3,339 
|Incremental                                            |  |                             | 2,330 
|                                                       |  |                             |       
|Payment
        of deferred leasing costs              |  | $                           | 5,669 
|                                                       |  |                             |       
|Acquisition
        and development costs              |  | $                           | 8,090 
|                                                       |  |                             |       



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The
  following table sets forth our lease expiration schedule, as adjusted for pre-leased
  space and inclusive of joint venture interests, at April 1, 2006 for our total
  portfolio of properties, our office portfolio and our flex portfolio:



Total
  Portfolio



|Year
        ofExpiration           |  | Number
        ofLeasesExpiring |  | SquareFeetExpiring |  | Percentage
        of TotalPortfolioSquare Footage |   | CumulativePercentage of TotalPortfolio Square
        Footage |  
|----------------------------------- |  | ------------------------------- |  | ------------------ |  | -------------------------------------------------- | - | ------------------------------------------------------------- | -
|                                    |  |                                 |  |                    |  |                                                    |   |                                                               |  
|2006                                |  | 183                             |  | 1,279,732          |  | 6.3                                                | % | 6.3                                                           | %
|2007                                |  | 169                             |  | 1,622,249          |  | 8.0                                                | % | 14.3                                                          | %
|2008                                |  | 175                             |  | 1,370,551          |  | 6.8                                                | % | 21.1                                                          | %
|2009                                |  | 150                             |  | 1,335,441          |  | 6.6                                                | % | 27.7                                                          | %
|2010                                |  | 188                             |  | 2,198,376          |  | 10.9                                               | % | 38.6                                                          | %
|2011
        and thereafter         |  | 462                             |  | 10,550,584         |  | 52.3                                               | % | 90.9                                                          | %
|                                    |  |                                 |  |                    |  |                                                    |   |                                                               |  
|Total/Weighted
        Average      |  | 1,327                           |  | 18,356,933         |  | 90.9                                               | % |                                                               |  
|                                    |  |                                 |  |                    |  |                                                    |   |                                                               |  
|Total
        Portfolio Square Feet |  |                                 |  | 20,180,469         |  |                                                    |   |                                                               |  
|                                    |  |                                 |  |                    |  |                                                    |   |                                                               |  



Office
  Portfolio



|Year
        ofExpiration                  |  | Number
        ofLeasesExpiring |  | SquareFeetExpiring |  | Percentage
        of TotalOfficeSquare Footage |   | CumulativePercentage of TotalPortfolio Square Footage |  
|------------------------------------------ |  | ------------------------------- |  | ------------------ |  | ----------------------------------------------- | - | ----------------------------------------------------- | -
|                                           |  |                                 |  |                    |  |                                                 |   |                                                       |  
|2006                                       |  | 181                             |  | 1,219,673          |  | 6.3                                             | % | 6.3                                                   | %
|2007                                       |  | 166                             |  | 1,569,727          |  | 8.1                                             | % | 14.4                                                  | %
|2008                                       |  | 173                             |  | 1,338,308          |  | 6.9                                             | % | 21.3                                                  | %
|2009                                       |  | 149                             |  | 1,290,460          |  | 6.7                                             | % | 28.0                                                  | %
|2010                                       |  | 185                             |  | 1,942,680          |  | 10.1                                            | % | 38.1                                                  | %
|2011
        and thereafter                |  | 453                             |  | 10,348,438         |  | 53.6                                            | % | 91.7                                                  | %
|                                           |  |                                 |  |                    |  |                                                 |   |                                                       |  
|Total/Weighted
        Average             |  | 1,307                           |  | 17,709,286         |  | 91.7                                            | % |                                                       |  
|                                           |  |                                 |  |                    |  |                                                 |   |                                                       |  
|Total
        Office Portfolio Square Feet |  |                                 |  | 19,317,074         |  |                                                 |   |                                                       |  
|                                           |  |                                 |  |                    |  |                                                 |   |                                                       |  



Flex
  Portfolio



|Year
        ofExpiration                |  | Number
        ofLeasesExpiring |  | SquareFeetExpiring |  | Percentage
        of TotalFlex Square Footage |   | CumulativePercentage of TotalPortfolio Square Footage |  
|---------------------------------------- |  | ------------------------------- |  | ------------------ |  | ---------------------------------------------- | - | ----------------------------------------------------- | -
|                                         |  |                                 |  |                    |  |                                                |   |                                                       |  
|2006                                     |  | 2                               |  | 60,059             |  | 7.0                                            | % | 7.0                                                   | %
|2007                                     |  | 3                               |  | 52,522             |  | 6.1                                            | % | 13.1                                                  | %
|2008                                     |  | 2                               |  | 32,243             |  | 3.7                                            | % | 16.8                                                  | %
|2009                                     |  | 1                               |  | 44,981             |  | 5.2                                            | % | 22.0                                                  | %
|2010                                     |  | 3                               |  | 255,696            |  | 29.6                                           | % | 51.6                                                  | %
|2011
        and thereafter              |  | 9                               |  | 202,146            |  | 23.4                                           | % | 75.0                                                  | %
|                                         |  |                                 |  |                    |  |                                                |   |                                                       |  
|Total/Weighted
        Average           |  | 20                              |  | 647,647            |  | 75.0                                           | % |                                                       |  
|                                         |  |                                 |  |                    |  |                                                |   |                                                       |  
|Total
        Flex Portfolio Square Feet |  |                                 |  | 863,395            |  |                                                |   |                                                       |  
|                                         |  |                                 |  |                    |  |                                                |   |                                                       |  



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PARTII - OTHERINFORMATION

Item 1. Legal Proceedings

We
    are not presently subject to any material litigation nor, to our knowledge,
    is any litigation threatened
    against us, other than routine actions for negligence
    or other claims and administrative proceedings arising in the ordinary course
    of business, some of which are expected to be covered by liability insurance
    and all of which collectively are not expected to have a material adverse
    effect on the liquidity, results of operations or business or financial condition
    of the Operating Partnership.

Item 1A. Risk Factors

There were no material changes to the Risk Factors disclosed in our annual report on Form 10-K for the year ended December 31, 2005.

Item 2. Unregistered Sales of Equity 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

| | a) | On May 9, 2006, the Company entered into agreements with each of Scott H. Rechler, CEO of the Company, Michael Maturo, President and Chief Financial Officer of the Company, and Jason M. Barnett, Senior Executive Vice PresidentCorporate Initiatives and General Counsel of the Company, pursuant to which the term of each such officers amended and restated employment and noncompetition agreement was extended in all respects through June 30, 2006. In accordance with the terms of each such officers amended and restated severance agreement, the term and duration of his severance agreement is identical to the term and duration of his employment and noncompetition agreement.
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | b) | There have been no material changes to the procedures by which stockholders may recommend nominees to the Companys Board of Directors.
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------

Item 6. Exhibits

Exhibits

| |      |                                                                                                                                                                                                          
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 3.1  | Supplement
          to the Amended and Restated Agreement of Limited Partnership of Reckson
          Operating Partnership, L.P. Establishing 2006 LTIP Units of Limited Partnership
          Interest
| | 10.1 | Long-Term
          Incentive Plan OP Unit Award Agreement, dated as of April 4, 2006,
          between the Company and Scott H. Rechler (1)                                                            
| | 10.2 | Long-Term
          Incentive Plan OP Unit Award Agreement, dated as of April 4, 2006,
          between the Company and Salvatore Campofranco (2)                                                       
| | 10.3 | Change-in-Control
          Bonus Agreement, dated as of April 4, 2006, between the Company
          and Scott H. Rechler (3)                                                                           
| | 10.4 | Agreement
          for Extension of Employment and Noncompetition Agreement, dated as
          of May 9, 2006, by and between the Company and Scott H. Rechler
          (4)                           

| | 31.1 | Certification of Scott H. Rechler, Chairman of the Board, Chief Executive Officer and Director of Reckson Associates Realty Corp., the sole general partner of the Registrant, pursuant to Rule 13a  14(a) or Rule 15(d)  14(a).
| | ---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 31.2 | Certification of Michael Maturo, President, Treasurer, Chief Financial Officer and Director of Reckson Associates Realty Corp., the sole general partner of the Registrant, pursuant to Rule 13a  14(a) or Rule 15(d)  14(a).
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 32.1 | Certification of Scott H. Rechler, Chairman of the Board, Chief Executive Officer and Director of Reckson Associates Realty Corp., the sole general partner of the Registrant, pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code.
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| | 32.2 | Certification of Michael Maturo, President, Treasurer, Chief Financial Officer and Director of Reckson Associates Realty Corp., the sole general partner of the Registrant, pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code.
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|
|

| | (1) | Each of Michael Maturo and Jason M. Barnett has entered into a Long-Term Incentive Plan OP Unit Award Agreement, dated as of April 4, 2006, with the Company. These agreements are identical in all material respects to the Long-Term Incentive Plan OP Unit Award Agreement of Scott H. Rechler filed herewith.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (2) | Each of F. D. Rich III and Philip Waterman III has entered into a Long-Term Incentive Plan OP Unit Award Agreement, dated as of April 4, 2006, with the Company. These agreements are identical in all material respects to the Long-Term Incentive Plan OP Unit Award Agreement of Salvatore Campofranco filed herewith.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (3) | Each of Michael Maturo and Jason M. Barnett has entered into a Change-in-Control Bonus Agreement, dated as of April 4, 2006, with the Company. These agreements are identical in all material respects to the Change-in-Control Bonus Agreement of Scott H. Rechler filed herewith.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (4) | Each
                of Michael Maturo and Jason M. Barnett has entered into an Agreement
                for Extension of Employment and Noncompetition Agreement, dated
                as of May 9, 2006, with the Company. These agreements are identical
                in all material respects to the Agreement for Extension of Employment
            and Noncompetition Agreement for Scott H. Rechler filed herewith.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

SIGNATURES

Pursuant to the requirements of the Securities 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:               | /s/
        Scott H. Rechler                                                                                                                                     |  | By: | /s/
        Michael Maturo                                                                                                                                   
|----------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------
|                  |                                                                                                                                                                  |  |     |                                                                                                                                                              
|                  | Scott
        H. RechlerChairman of the Board, ChiefExecutive Officer and Director of Reckson AssociatesRealty Corp., the sole general partner of the Registrant |  |     | Michael
        MaturoPresident, Treasurer, Chief Financial Officerand Director of Reckson Associates RealtyCorp., the sole general partner of the Registrant
|                  |                                                                                                                                                                  | 
|DATE:May 15, 2006 |                                                                                                                                                                  | 



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