RECKSON ASSOCIATES REALTY CORP, 424A, 1997-02-18

RECKSON ASSOCIATES REALTY CORP
424A, 1997-02-18
REAL ESTATE INVESTMENT TRUSTS

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<PAGE>
Filed Pursuant to Rule 424(a)
Registration No. 333-13213

SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS SUPPLEMENT DATED FEBRUARY 18, 1997

PROSPECTUS SUPPLEMENT
(To Prospectus dated October 16, 1996)

3,500,000 SHARES

RECKSON ASSOCIATES REALTY CORP.

COMMON STOCK
------------------

Reckson Associates Realty Corp. and its subsidiaries and affiliated entities
(the "Company") are engaged in the business of owning, developing,
re-positioning, acquiring, constructing, managing and leasing suburban office
and industrial properties in the New York City Tri-State area. Management
believes that the Company is one of the largest owners and managers of Class A
suburban office and industrial properties in the New York City Tri-State area.
As of December 31, 1996, the Company owned 110 properties (including three joint
venture properties) encompassing approximately 8.8 million square feet. In
addition, the Company has entered into contracts or letters of intent to acquire
16 additional properties encompassing approximately 1.2 million square feet for
an aggregate purchase price of approximately $97 million. The Company operates
as a fully-integrated, self-administered and self-managed real estate investment
trust (a "REIT").

All of the shares of common stock of the Company, par value $.01 per share
("Common Stock"), offered hereby are being sold by the Company (the "Offering").
As of January 31, 1997, approximately 20% of the equity of the Company was
beneficially owned by management of the Company.

Since its initial public offering in June 1995, the Company has paid regular
quarterly distributions to its stockholders. The Common Stock is listed on the
New York Stock Exchange (the "NYSE") under the symbol "RA." On February 13,
1997, the last reported sale price of the Common Stock on the NYSE was $44 5/8
per share. See "Price Range of Common Stock and Distribution History." To ensure
that the Company continues to qualify as a REIT, ownership of Common Stock by
any single stockholder is limited to 9.0% of the number of shares or value of
the Common Stock. See "Restrictions on Ownership of Capital Stock" in the
accompanying Prospectus.

SEE "RISK FACTORS" BEGINNING ON PAGE 3 OF THE ACCOMPANYING PROSPECTUS FOR A
DISCUSSION OF CERTAIN MATERIAL FACTORS RELEVANT TO AN INVESTMENT IN THE COMMON
STOCK.
---------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR THE ACCOMPANYING
PROSPECTUS TO WHICH IT RELATES. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.

<TABLE>
<CAPTION>
UNDERWRITING PROCEEDS TO
PRICE TO PUBLIC DISCOUNT(1) COMPANY(2)
<S> <C> <C> <C>
Per Share...................................................... $ $ $
Total(3)....................................................... $ $ $
</TABLE>

(1) The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as
amended. See "Underwriting."

(2) Before deducting estimated expenses of $400,000 payable by the Company.

(3) The Company has granted the Underwriters a 30-day option to purchase up to
an additional 525,000 shares of Common Stock to cover over-allotments, if
any. If all such shares are purchased, the total Price to Public,
Underwriting Discount and Proceeds to Company will be $ , $
and $ , respectively. See "Underwriting."
------------------------

The shares of Common Stock are offered by the Underwriters, subject to prior
sale, when, as and if delivered to and accepted by the Underwriters, subject to
approval of certain legal matters by counsel for the Underwriters, and to
certain further conditions. It is expected that delivery of the Common Stock
will be made on or about March , 1997 in New York, New York.

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

MERRILL LYNCH & CO.

DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION

LEGG MASON WOOD WALKER INCORPORATED

PAINEWEBBER INCORPORATED

SALOMON BROTHERS INC
<PAGE>
------------------------

The date of this Prospectus Supplement is March , 1997.
<PAGE>
[MAP, Pictures]

IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE COMPANY'S
COMMON STOCK AT LEVELS ABOVE THOSE WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN
MARKET. SUCH TRANSACTIONS MAY BE EFFECTED ON THE NEW YORK STOCK EXCHANGE, IN THE
OVER-THE-COUNTER MARKET OR OTHERWISE. SUCH STABILIZING, IF COMMENCED, MAY BE
DISCONTINUED AT ANY TIME.
<PAGE>
PROSPECTUS SUMMARY

THE FOLLOWING INFORMATION CONTAINED IN THIS PROSPECTUS SUPPLEMENT IS
QUALIFIED IN ITS ENTIRETY BY, AND SHOULD BE READ IN CONJUNCTION WITH, THE
DETAILED INFORMATION APPEARING IN THE ACCOMPANYING PROSPECTUS OR INCORPORATED
THEREIN BY REFERENCE. CERTAIN TERMS USED BUT NOT DEFINED HEREIN ARE AS DEFINED
IN THE ACCOMPANYING PROSPECTUS. AS USED IN THIS PROSPECTUS SUPPLEMENT, THE TERM
"COMPANY" INCLUDES RECKSON ASSOCIATES REALTY CORP. AND ITS SUBSIDIARIES AND
AFFILIATED ENTITIES, INCLUDING RECKSON OPERATING PARTNERSHIP, L.P. (THE
"OPERATING PARTNERSHIP"), AND "RECKSON" INCLUDES THE PREDECESSOR ENTITIES
THROUGH WHICH THE COMPANY CONDUCTED ITS BUSINESS PRIOR TO ITS INITIAL PUBLIC
OFFERING IN JUNE 1995. THIS PROSPECTUS SUPPLEMENT CONTAINS 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. THE
COMPANY'S ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THOSE SET FORTH IN THE
FORWARD-LOOKING STATEMENTS. CERTAIN FACTORS THAT MIGHT CAUSE SUCH A DIFFERENCE
ARE DISCUSSED IN THE SECTION ENTITLED "RISK FACTORS" STARTING ON PAGE 3 OF THE
ACCOMPANYING PROSPECTUS.

THE COMPANY

Reckson Associates Realty Corp. commenced operations effective with the
completion of its initial public offering (the "IPO") on June 2, 1995. The
Company was formed for the purpose of continuing the commercial real estate
business of Reckson. For more than 35 years, Reckson has been engaged in the
business of owning, developing, acquiring, constructing, managing and leasing
suburban office and industrial properties in the New York City metropolitan
area. Based on industry surveys, management believes that the Company is one of
the largest owners and managers of Class A suburban office and industrial
properties in the New York City Tri-State area of New York, New Jersey and
Connecticut (the "Tri-State area"). The Company's growth strategy is currently
focused on suburban markets within a 50 mile radius surrounding New York City.
The Company operates as a fully-integrated, self administered and self-managed
real estate investment trust ("REIT").

As of December 31, 1996, the Company owned 110 properties (the "Properties")
(including three joint venture properties) encompassing approximately 8.8
million square feet, all of which are managed by the Company. The Properties
consist of 32 Class A suburban office properties (the "Office Properties")
encompassing approximately 4.4 million square feet, 76 industrial properties
(the "Industrial Properties") encompassing approximately 4.4 million square feet
and two 10,000 square foot retail properties. In addition, the Company has
entered into contracts or letters of intent to acquire additional 16 properties
encompassing approximately 1.2 million square feet for an aggregate purchase
price of approximately $97 million. As of December 31, 1996, the Company also
owned or had contracted to acquire approximately 140 acres of land in nine
separate parcels that may present future development opportunities and had
invested approximately $51.2 million in certain mortgage indebtedness
encumbering four Class A office properties on Long Island and one Class A office
property in New Jersey encompassing an aggregate of approximately 881,000 square
feet.

The Office Properties are Class A suburban office buildings and are
well-located, well-maintained and professionally managed. In addition, these
Properties are modern with high finishes or have been modernized to successfully
compete with newer buildings and achieve among the highest rent, occupancy and
tenant retention rates within their markets. The majority of the Office
Properties are located in six planned office parks and are tenanted primarily by
national service firms such as "Big Six" accounting firms, securities brokerage
houses, commercial banks, insurance companies and health care providers. The
Industrial Properties are utilized for distribution, warehousing, research and
development and light manufacturing/assembly activities and are located
primarily in three planned industrial parks.

S-3
<PAGE>
respectively, located on Long Island. In February 1996, the Company established
its Westchester Division with the acquisition of a 935,000 square foot office
portfolio and associated management and construction operations for an aggregate
purchase price of approximately $83 million. The Company currently owns 11 Class
A suburban Office Properties (six in one office park) encompassing approximately
1.5 million square feet located in Westchester County, New York. In October
1996, the Company established its Southern Connecticut Division with the
purchase of Landmark Square, a six building office complex encompassing
approximately 800,000 square feet located in Stamford, Connecticut ("Landmark
Square") for an aggregate purchase price of approximately $77 million. In
addition, the Company has contracted to acquire five Class A suburban office
properties encompassing approximately 500,000 square feet located in Northern
New Jersey (the "New Jersey Portfolio") and, in connection with this
acquisition, has established a Northern New Jersey Division. Additionally, the
Company has invested approximately $51.2 million in certain mortgage
indebtedness encumbering four Class A office properties on Long Island
encompassing approximately 750,000 square feet and one Class A office property
in New Jersey encompassing approximately 131,000 square feet. See "Recent
Developments."

All of the Company's interests in the Properties are held directly or
indirectly by, and substantially all of its operations relating to the
Properties are conducted through, the Operating Partnership. The Company
controls the Operating Partnership as the sole general partner and as of
December 31, 1996, owned approximately 78% of the Operating Partnership's
outstanding units of limited partnership ("Units").

The Company's executive offices are located at 225 Broadhollow Road,
Melville, New York 11747 and its telephone number at that location is (516)
694-6900. At December 31, 1996, the Company had 185 employees.

RECENT DEVELOPMENTS

PENDING ACQUISITIONS

THE NEW JERSEY PORTFOLIO. The Company entered into a contract in December
1996 to acquire five Class A office properties encompassing approximately
500,000 square feet in Northern New Jersey for an aggregate purchase price of
approximately $56 million. The purchase price is expected to be funded with a
combination of cash and/or Units. Such properties are expected to be acquired
over a period of time during 1997. The New Jersey Portfolio is being acquired
from various entities associated with Robert Heller, a Northern New Jersey
developer. In connection with the acquisition, the Company established a
Northern New Jersey Division, and certain senior executives and property
operations personnel formerly with such developer became employees of the
Company. This management group will operate and lease the New Jersey Portfolio
as well as source additional acquisition opportunities in New Jersey.

Four of the properties in the New Jersey Portfolio comprise Executive Hill
Office Park, located in West Orange, New Jersey adjacent to Route 280, a major
interstate highway. The fifth property is located in Montvale, New Jersey. One
of the properties in the Executive Hill Office Park, 10 Rooney Circle, is an
approximately 70,000 square foot vacant office building which the Company is
acquiring for approximately $72 per square foot. Consistent with the Company's
value-added philosophy, the property is undergoing a complete renovation,
including the reskinning of its facade in granite, installation of two new
lobbies and development of a new entranceway. The Company anticipates
stabilizing 10 Rooney Circle within 12 months after its acquisition. The balance
of the New Jersey Portfolio is approximately 96% leased to approximately 55
tenants including the Great Atlantic and Pacific Tea Company ("A&P"), Chase
Manhattan Bank, First Wausau, Computer Science Corporation, State Farm Insurance
Company and PNC Bank.

Management believes that the acquisition of the New Jersey Portfolio is
consistent with the strategies adhered to by the Company in acquiring its Long
Island, Westchester and Southern Connecticut portfolios.

S-4
<PAGE>
The Company has historically emphasized "anchor acquisitions" in suburban office
parks (I.E., an acquisition of a portfolio of properties in a prime location
that provides the Company with a critical mass sufficient to create operating
efficiencies). The New Jersey Portfolio is an anchor acquisition for the Company
in that it affords the Company the opportunity to enter the Northern New Jersey
market by acquiring a portfolio of five Class A office properties, four of which
are contained in a well-located office park. Furthermore, management believes
that Northern New Jersey has many of the same market characteristics that the
Company has found attractive in the Long Island, Westchester and Southern
Connecticut markets, including an "in-fill" nature and lack of land available
for future development, a productive workforce and an affluent population.

THE HAUPPAUGE PORTFOLIO. The Company is under contract to purchase a
10-building Class A industrial portfolio located in Hauppauge, Long Island. This
portfolio is located within the Company's Vanderbilt Industrial Park and is
currently 85% leased. The portfolio consists of approximately 448,000 square
feet and has a purchase price of approximately $21.4 million. The buildings
included in the portfolio were constructed at various dates from 1974 through
1982 and currently are leased to 45 tenants occupying space ranging from 4,000
to 50,000 square feet.

THE UNIONDALE OFFICE PROPERTY. The Company has entered into a letter of
intent to purchase an approximately 221,350 square foot nine-story Class A
office building located in Uniondale, Long Island. The property is currently 78%
leased to 20 tenants. The purchase price is approximately $19.0 million, which
management believes represents a discount of approximately 40% to replacement
cost.

OTHER PENDING ACQUISITIONS. The Company is currently under negotiations to
acquire 11 office and industrial properties (comprising approximately 1.6
million square feet) for an aggregate purchase price of approximately $134.8
million. These properties are comprised of one office property encompassing
approximately 177,000 square feet and four industrial properties encompassing
approximately 544,000 square feet on Long Island for an aggregate purchase price
of approximately $39 million, three office properties encompassing approximately
524,000 square feet and one industrial property (which the Company plans to
re-develop into a Class A office property) encompassing approximately 200,000
square feet in New Jersey for an aggregate purchase price of approximately $80.2
million and one office property encompassing approximately 120,000 square feet
and one industrial property encompassing approximately 75,000 square feet in
Westchester and Southern Connecticut, respectively, for an aggregate purchase
price of approximately $15.6 million. These acquisitions are in various stages
of negotiation and are subject to completion of due diligence efforts and
satisfactory documentation. Consequently, no assurance can be made that any such
acquisitions will be completed.

MORTGAGE ACQUISITIONS. From time to time, the Company may invest in
mortgage debt based on management's assessment of underlying property values. In
that regard, the Company recently invested approximately $20.3 million in
non-performing mortgage debt encumbering three office properties encompassing an
aggregate of approximately 400,000 square feet on Long Island. The Company also
recently acquired a non-performing first mortgage note secured by Eagle Rock
One, an approximately 131,000 square foot Class A office building located in
Morris County, New Jersey. The purchase price for the note was $8.2 million,
representing a significant discount from the outstanding principal amount. The
granite, three-story office building is currently 81% occupied by Metropolitan
Life Insurance Co. under a lease that expires in 1998. Eagle Rock One is located
in the same sub-market in Northern New Jersey as the Executive Hill Office Park.

STRATEGIC INITIATIVES

S-5
<PAGE>
Company opened its Westchester Division with the acquisition for approximately
$83 million of a portfolio of eight office properties encompassing approximately
935,000 square feet and associated management and construction operations from
affiliates of Halpern Enterprises. In October 1996, the Company established a
Southern Connecticut Division with the acquisition for approximately $77 million
of Landmark Square, a six building office complex encompassing approximately
800,000 square feet located in Stamford, Connecticut. In connection therewith,
certain senior executives and property operations personnel of F. D. Rich
Company (the company that developed, constructed and managed Landmark Square
since its opening) became employees of the Company. That management team will
manage and lease Landmark Square as well as source additional acquisition
opportunities in the Southern Connecticut region.

FINANCING ACTIVITIES

THE NEW CREDIT FACILITY. The Company is negotiating to establish a
three-year unsecured credit facility with a syndicate of lenders to be led by
two commercial banks (the "New Credit Facility"). It is expected that the New
Credit Facility will provide for a maximum borrowing amount of up to $225
million and the Company's ability to borrow thereunder will be subject to the
satisfaction of certain financial covenants, including covenants relating to
limitations on unsecured and secured borrowings, minimum interest and fixed
charge coverage ratios, a minimum equity value and a maximum dividend payout
ratio. In addition, it is expected that borrowings under the New Credit Facility
would bear interest at a floating rate equal to one, two, three or six month
LIBOR (at the Company's election) plus a spread ranging from 1.125% to 1.500%,
based on the Company's leverage ratio. The New Credit Facility would replace the
Company's existing $150 million credit facility which is scheduled to mature on
June 2, 1997 (the "Credit Facility"). Borrowings under the Credit Facility bear
interest at a floating rate equal to one-month LIBOR plus 1.75%. See "The
Properties--The Credit Facility." Consummation of the New Credit Facility
arrangement is subject to completion of the lenders' due diligence and
completion of documentation satisfactory to the Company and such lenders.

OTHER FINANCING ACTIVITIES. In connection with the acquisition of Landmark
Square the Company obtained a $50 million first mortgage loan. The loan has a
10-year maturity and bears interest at a fixed rate of 8.02% for the term.

The Company has obtained a letter commitment from a financial institution
for a $58 million first mortgage loan to refinance the current outstanding
mortgage indebtedness encumbering the Omni, an approximately 575,000 square foot
office complex located in the Company's Nassau West Corporate Center Office
Park. The loan will have a 10-year term and will bear interest at a fixed rate
to be determined based on the 10-year treasury rate plus 130 basis points.

STOCK SPLIT

On February 12, 1997, the Board of Directors of the Company declared a
two-for-one stock split, to be effected as a stock dividend distributable on
April 15, 1997 to stockholders of record on April 4, 1997. Accordingly, the
stock split will be effected subsequent to the closing of the offering of the
shares of Common Stock of the Company offered hereby (the "Offering") and
investors will receive "pre-split" shares.

MARKET OVERVIEW

The Tri-State area of Long Island, Westchester, Northern New Jersey and
Southern Connecticut, in which the Company operates, contains approximately
103.6 million square feet of Class A office space. This area is home to a highly
educated workforce and an affluent population. Management believes that the
economic fundamentals for the Tri-State area provide an attractive environment
for owning and operating Class A office and industrial properties. Such
fundamentals are characterized by a history of low

S-6
<PAGE>
unemployment rates and growing employment in the broader service sectors,
particularly in those sectors that are the largest users of Class A office
space.

The following table provides certain information relating to the Company's
suburban office markets (all information pertains to Class A office space):

<TABLE>
<CAPTION>
AVERAGE
VACANCY ASKING
RATE RENTAL RATE
----------- -----------
<S> <C> <C>
Long Island (13.3 million sq. ft.)
1996............................................................. 9.1%(1) $ 23.83(2)
1995............................................................. 11.8%(1) $ 24.54
1994............................................................. 11.8% $ 22.95
Westchester County (24.3 million sq. ft.)
1996............................................................. 16.0% $ 23.67
1995............................................................. 16.2% $ 23.87
1994............................................................. 16.5% $ 23.38
Central Westchester (5.4 million sq. ft.)(3)
1996............................................................. 7.9% $ 22.30
1995............................................................. 8.2% $ 22.54
1994............................................................. 11.0% $ 22.11
Southern Connecticut (29.4 million sq. ft.)
1996............................................................. 7.2% $ 22.33
1995............................................................. 10.2% $ 22.28
1994............................................................. 12.4% $ 22.35
Stamford Central Business District (4.7 million sq. ft.)
1996............................................................. 6.1% $ 26.19
1995............................................................. 12.7% $ 24.91
1994............................................................. 15.7% $ 24.09
Northern New Jersey (36.6 million sq. ft.)
1996............................................................. 9.1% $ 25.04
1995............................................................. 11.8% $ 23.86
1994............................................................. -- --
</TABLE>

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

(1) The direct vacancy rate for Class A office space on Long Island was 12.7%
and 14.0% for the years ended December 31, 1996 and 1995, respectively. The
vacancy rate for the years ended December 31, 1996 and 1995 includes 529,000
and 350,000 square feet, respectively, of space available at a property
which management believes should be excluded from such vacancy rates as such
property is currently configured for a single tenant, is situated outside
the four major office property submarkets on Long Island and is not
competitive with the Properties. Excluding such 529,000 and 350,000 square
feet of space, the vacancy rates at December 31, 1996 and 1995 would have
been 9.1% and 11.8%, respectively.

(2) The decrease in average asking rental rate at December 31, 1996, reflects a
significant decrease in available "higher priced" Class A office space in
the market. The remaining available Class A space is substantially comprised
of "lesser priced" Class A space. These circumstances are attributable to
the location of Class A space absorbed during 1996 and the location of
available Class A space at December 31, 1996.

(3) 61% of the Westchester Office Properties (on a square foot basis) are
located in the Central Westchester submarket.

S-7
<PAGE>
The foregoing statistical data has been derived from the LONG ISLAND OFFICE
MARKET REPORT (Year End 1996), the WESTCHESTER COUNTY OFFICE MARKET REPORT
(Fourth Quarter 1996) and the Analysis of Selected New York, New Jersey and
Connecticut Office Markets (Year End 1996) of Cushman & Wakefield. Direct
vacancy rate is defined for purposes of these reports as landlord available
space divided by inventory. Weighted average rental rate is defined as gross
annual asking rates of existing buildings per square foot. The average asking
rental rate represents an average asking rental rate which is weighted by the
amount of square footage available at each respective rental rate.

THE PROPERTIES

As of December 31, 1996, on a pro forma basis giving effect to the
acquisition of the New Jersey Portfolio, the Company owned 115 properties
(including three joint venture properties) encompassing approximately 9.3
million square feet. These properties include 37 Class A suburban office
properties encompassing approximately 4.9 million square feet, 76 industrial
properties encompassing approximately 4.4 million square feet and two
free-standing 10,000 square foot retail properties. In addition, as of such
date, the Company owned or had contracted to acquire approximately 140 acres of
land in nine separate parcels that may present future development opportunities.

Reckson has historically emphasized the development of large scale office
and industrial parks and approximately 78% of the Office Properties (including
the New Jersey Portfolio) and 63% of the Industrial Properties are located in
such parks (measured by rentable square footage). The Company believes that
owning properties in planned office and industrial parks provides certain
strategic advantages, including the following: (i) certain tenants prefer being
located in a park with other high quality companies to enhance their corporate
image, (ii) parks afford tenants certain aesthetic amenities such as a common
landscaping plan, standardization of signage and common dining and recreational
facilities, (iii) tenants may expand (or contract) their business within a park,
enabling them to centralize business functions and (iv) a park provides tenants
with access to other tenants and may facilitate business relationships between
tenants.

S-8
<PAGE>
Set forth below is a summary of certain information relating to the
Properties, categorized by office and industrial park, as of December 31, 1996,
on a pro forma basis giving effect to the acquisition of the New Jersey
Portfolio.
<TABLE>
<CAPTION>
PERCENT LEASED
AS OF
NUMBER OF PERCENT OF DECEMBER 31, ANNUAL BASE
PROPERTY BUILDINGS SQUARE FEET PROPERTY TYPE 1996 RENT(1)
- -------------------------------------- --------------- ------------ --------------- --------------- -------------
<S> <C> <C> <C> <C> <C>
OFFICE PROPERTIES
North Shore Atrium Syosset, NY........ 2 310,064 6.4% 92.1% $ 5,049,453
Huntington Melville
Corporate Center
Melville, NY........................ 4 485,438 9.9% 92.4% $ 8,745,786
Nassau West Corporate
Center
Mitchel Field, NY................... 3 973,734 19.9% 92.5% $ 22,044,829
Tarrytown Corporate Center
Tarrytown, NY....................... 6 875,726 17.9% 97.3% $ 13,864,407
Landmark Square
Stamford, CT........................ 6 798,321 16.3% 82.4% $ 12,776,928
Executive Hill Office Park
West Orange, NJ (2)................. 4 391,698 8.0% 96.2% $ 5,745,317
Stand-alone Long Island Properties.... 6 347,396 7.1% 99.5% $ 6,501,486
Stand-alone Westchester Properties.... 4 241,939 4.9% 71.5% $ 2,906,283
Stand-alone New Jersey Properties..... 1 104,599 2.1% 96.4% $ 1,868,979
Properties under redevelopment........ 1 365,000 7.5% -- --
--- ------------ ----- -------------
SUBTOTAL--
OFFICE PROPERTIES (3)............... 37 4,893,915 100.0% 91.4% $ 79,503,468
--- ------------ ----- -------------
--- ------------ ----- -------------
As a Percent of Total
Portfolio........................... 52.8%
INDUSTRIAL PROPERTIES
Vanderbilt Industrial
Park
Hauppauge, NY....................... 34 1,578,793 36.2% 97.6% $ 6,908,647
Airport International
Plaza
Bohemia, NY......................... 17 810,985 18.6% 94.2% $ 4,546,072
County Line Industrial
Center
Melville, NY........................ 4 342,174 7.9% 100.0% $ 2,006,548
Stand-alone Industrial
Properties.......................... 19 1,398,816 32.1% 96.7% $ 9,391,376
Properties under re-development (4)... 2 227,500 5.2% -- --
--- ------------ ----- -------------
SUBTOTAL--
INDUSTRIAL PROPERTIES (3)........... 76 4,358,268 100.0% 96.8% $ 22,852,643
--- ------------ ----- -------------
--- ------------ ----- -------------
As a Percent of Total
Portfolio........................... 47.0%
RETAIL PROPERTIES..................... 2 20,000 100.0% 50.0% $ 163,996
As a Percent of Total
Portfolio........................... 0.2%
TOTAL--ALL PROPERTIES (3)............. 115 9,272,183 100.0% 93.9% $ 102,520,107
--- ------------ ----- -------------
--- ------------ ----- -------------

<CAPTION>
ANNUAL BASE
RENT PER
PERCENT OF LEASED SQ.
PROPERTY PROPERTY TYPE FT.
- -------------------------------------- --------------- -------------
<S> <C> <C>
OFFICE PROPERTIES
North Shore Atrium Syosset, NY........ 6.3% $ 17.68
Huntington Melville
Corporate Center
Melville, NY........................ 11.0% $ 19.51
Nassau West Corporate
Center
Mitchel Field, NY................... 27.7% $ 24.47
Tarrytown Corporate Center
Tarrytown, NY....................... 17.4% $ 16.27
Landmark Square
Stamford, CT........................ 16.1% $ 19.41
Executive Hill Office Park
West Orange, NJ (2)................. 7.2% $ 18.56
Stand-alone Long Island Properties.... 8.2% $ 18.81
Stand-alone Westchester Properties.... 3.7% $ 16.79
Stand-alone New Jersey Properties..... 2.4% $ 18.54
Properties under redevelopment........ -- --
-----
SUBTOTAL--
OFFICE PROPERTIES (3)............... 100.0% $ 19.51
-----
-----
As a Percent of Total
Portfolio........................... 77.6%
INDUSTRIAL PROPERTIES
Vanderbilt Industrial
Park
Hauppauge, NY....................... 30.2% $ 4.48
Airport International
Plaza
Bohemia, NY......................... 19.9% $ 5.95
County Line Industrial
Center
Melville, NY........................ 8.8% $ 5.86
Stand-alone Industrial
Properties.......................... 41.1% $ 6.94
Properties under re-development (4)... -- --
-----
SUBTOTAL--
INDUSTRIAL PROPERTIES (3)........... 100.0% $ 5.71
-----
-----
As a Percent of Total
Portfolio........................... 22.3%
RETAIL PROPERTIES..................... 100.0% $ 16.40
As a Percent of Total
Portfolio........................... 0.1%
TOTAL--ALL PROPERTIES (3)............. 100.0% $ 12.68
-----
-----
</TABLE>

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

(1) Represents Base Rent (defined as gross rent excluding payments by tenants on
account of real estate tax, operating expense escalations and base
electrical charges) of signed leases at December 31, 1996 adjusted for
scheduled contractual increases during the 12 months ending December 31,
1997. Base Rent for these purposes reflects the effect of any lease
expirations that occur during the 12 months ending December 31, 1997.

(2) Includes one 70,000 square foot building under re-development. Percent
leased data excludes the building under re-development.

(3) Percent Leased data excludes the Properties under re-development.

(4) The Company has purchased two vacant Properties with the intention of
re-developing them.

S-9
<PAGE>
THE OFFERING

All of the shares of Common Stock offered hereby are being sold by the
Company. None of the Company's stockholders are selling any Common Stock in the
Offering.

<TABLE>
<S> <C>
The Offering................................. 3,500,000 shares of Common Stock

Common Stock Outstanding After the 19,153,693(1)
Offering...................................

Use of Proceeds.............................. To fund the purchase of properties and/or to
repay indebtedness under the Credit Facility

NYSE Symbol.................................. "RA"
</TABLE>

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

(1) Includes 3,487,527 shares of Common Stock that may be issued upon exchange
of outstanding Units. Excludes 724,000 shares of Common Stock reserved for
issuance upon exercise of options granted pursuant to the Company's stock
option plans. Does not reflect the two-for-one stock split that will be
effected subsequent to the Offering in April 1997. See "Recent
Developments--Stock Split."

DISTRIBUTIONS

The Company currently pays regular quarterly distributions of $.60 per share
to holders of its Common Stock, which on an annualized basis is approximately
equivalent to an annual distribution of $2.40 per share of Common Stock. Future
distributions by the Company will be at the discretion of the Board of Directors
and there can be no assurance that any such distributions will be made by the
Company. Distributions by the Company to the extent of its current and
accumulated earnings and profits for federal income tax purposes generally will
be taxable to stockholders as ordinary dividend income. Distributions in excess
of current and accumulated earnings and profits will be treated as a non-taxable
reduction of the stockholder's basis in its shares of Common Stock to the extent
thereof, and thereafter as taxable gain. Distributions that are treated as a
reduction of the stockholder's basis in its shares of Common Stock will have the
effect of deferring taxation until the sale of the stockholder's shares.

S-10
<PAGE>
SUMMARY SELECTED FINANCIAL INFORMATION

The following table sets forth summary selected financial and operating
information for the Company and on a combined historical basis for the Company's
predecessor entities ("Reckson Group"). The selected historical operating and
balance sheet data of the Company at December 31, 1995 and for the period from
June 3, 1995 to December 31, 1995 and of the Reckson Group for the period from
January 1, 1995 to June 2, 1995 and for the year ended December 31, 1994 have
been derived from the financial statements audited by Ernst & Young LLP,
independent auditors. The selected historical operating and balance sheet data
of the Company at September 30, 1996 and for the nine months ended September 30,
1996 and for the period from June 3, 1995 to September 30, 1995 has been derived
from the unaudited financial statements of the Company. In the opinion of
management, the financial data for the nine months ended September 30, 1996 and
for the period from June 3, 1995 to September 30, 1995, include all adjustments
necessary to present fairly the information set forth therein.

(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
RECKSON RECKSON
RECKSON ASSOCIATES ASSOCIATES
ASSOCIATES REALTY CORP. RECKSON REALTY CORP. RECKSON
REALTY CORP. JUNE 3, 1995 GROUP JUNE 3, 1995 GROUP
NINE MONTHS ENDED TO JANUARY 1, TO YEAR ENDED
SEPTEMBER 30, SEPTEMBER 30, 1995 TO DECEMBER 31, DECEMBER 31,
1996 1995 JUNE 2, 1995 1995 1994
------------------ -------------- ------------ -------------- ------------
<S> <C> <C> <C> <C> <C>
OPERATING DATA:
Total revenues(1)...................... $ 65,380 $ 21,004 $ 22,270 $ 38,355 $ 55,192
Property operating expenses............ 13,519 4,187 3,985 7,144 10,496
Real estate taxes...................... 9,595 3,090 3,390 5,755 7,798
Ground rents........................... 803 316 234 579 500
Rent expense to an affiliate........... -- -- 99 -- 358
Construction costs and expenses........ -- -- 1,929 -- 7,487
Interest............................... 8,765 2,827 7,622 5,331 17,426
Depreciation and amortization.......... 12,359 3,857 3,606 7,233 8,274
Marketing, general and
administrative....................... 3,720 953 1,759 1,859 3,346
------- ------- ------------ ------- ------------
Total expenses......................... 48,761 15,230 22,624 27,901 55,685
------- ------- ------------ ------- ------------
Operating income (loss)................ 16,619 5,774 (354) 10,454 (493)
Investment income...................... -- -- 210 -- 841
Gain (loss) on sales of properties..... -- -- 35 -- 954
Equity in income (losses) of
investees............................ 1,100 100 303 100 (56)
Minority interests..................... (4,995) (1,834) -- (3,067) --
------- ------- ------------ ------- ------------
Income (loss) before extraordinary
item................................. 12,724 4,040 194 7,487 1,246
Gain (loss) on extinguishment of
debts................................ (895) (4,235) -- (4,234) 4,434
------- ------- ------------ ------- ------------
Net income (loss)...................... $ 11,829 $ (195) $ 194 $ 3,253 $ 5,680
------- ------- ------------ ------- ------------
------- ------- ------------ ------- ------------
Net income per share................... $ 1.26 $ (.03) $ .44
------- ------- -------
------- ------- -------
Weighted average shares
outstanding.......................... 9,357,183 7,250,000 7,339,000
------------------ -------------- --------------
------------------ -------------- --------------
</TABLE>

S-11
<PAGE>

<TABLE>
<CAPTION>
RECKSON
ASSOCIATES
REALTY CORP.
---------------------------
SEPTEMBER 30, DECEMBER 31,
1996 1995
------------- ------------
<S> <C> <C>
BALANCE SHEET DATA:
Commercial real estate, before accumulated depreciation.......................... $ 428,926 $ 290,712
Total assets..................................................................... 427,109 242,728
Mortgages and notes payable...................................................... 110,757 98,126
Credit facility.................................................................. 109,000 40,000
Minority interests............................................................... 46,896 35,919
Shareholders' equity............................................................. 142,219 61,759
</TABLE>

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

(1) Historical total revenues include construction revenue of $2,361 (Reckson
Group--January 1, 1995 to June 2, 1995) and $8,175 (1994).

(2) Management considers Funds from Operations to be an appropriate measure of
the performance of an equity REIT. Funds from Operations is defined as net
income (loss) (computed in accordance with generally accepted accounting
principles), excluding gains (or losses) from debt restructuring and sales
of property plus real estate related depreciation and amortization, and
after adjustments for unconsolidated partnerships and joint ventures. Funds
from Operations does not represent cash generated from operating activities
in accordance with generally accepted accounting principles and is not
indicative of cash available to fund cash needs. Funds from Operations
should not be considered as an alternative to net income as an indicator of
the Company's operating performance or as an alternative to cash flow as a
measure of liquidity.

(3) Prior to completion of the IPO in June 1995, the Company's predecessors
operated in a manner intended to minimize net taxable income. The IPO and
the related formation transactions permitted the Company to deleverage its
properties significantly, resulting in a substantially improved ratio of
earnings to fixed charges.

S-12
<PAGE>
RECENT DEVELOPMENTS

PENDING ACQUISITIONS

Four of the properties in the New Jersey Portfolio comprise Executive Hill
Office Park, located in West Orange, New Jersey adjacent to Route 280, a major
interstate highway. The fifth property is located in Montvale, New Jersey. One
of the properties in the Executive Hill Office Park, 10 Rooney Circle, is an
approximate 70,000 square foot vacant office building which the Company is
acquiring for approximately $72 per square foot. Consistent with the Company's
value-added philosophy, the property is undergoing a complete renovation
including the reskinning of its facade in granite, installation of two new
lobbies and development of a new entranceway. The Company anticipates
stabilizing 10 Rooney Circle within 12 months after its acquisition. The balance
of the New Jersey Portfolio is approximately 96% leased to approximately 55
tenants including the Great Atlantic and Pacific Tea Company ("A&P"), Chase
Manhattan Bank, First Wausau, Computer Science Corporation, State Farm Insurance
Company and PNC Bank.

Management believes that acquisition of the New Jersey Portfolio is
consistent with the strategies adhered to by the Company in acquiring its Long
Island, Westchester and Southern Connecticut portfolios. The Company has
historically emphasized "anchor acquisitions" in suburban office parks (I.E., an
acquisition of a portfolio of properties in a prime location that provides the
Company with a critical mass sufficient to create operating efficiencies). The
New Jersey Portfolio is an anchor acquisition for the Company in that it affords
the Company the opportunity to enter the Northern New Jersey market by acquiring
a portfolio of five Class A office properties, four of which are contained in a
well-located office park. Furthermore, management believes that Northern New
Jersey has many of the same market characteristics that the Company has found
attractive in the Long Island, Westchester and Southern Connecticut markets,
including an "in-fill" nature and lack of land available for future development,
a productive workforce and an affluent population.

S-13
<PAGE>
The following table sets forth certain additional information regarding the
New Jersey Portfolio as of December 31, 1996:
<TABLE>
<CAPTION>
COMPANY'S ANNUAL
PERCENTAGE YEAR LAND AREA NUMBER SQUARE PERCENT BASE RENT
PROPERTY OWNERSHIP CONSTRUCTED (ACRES) OF FLOORS FEET LEASED (1)
- ------------------------- --------------- --------------- ----------- ------------- --------- ----------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Executive Hill Office
Park:
100 Executive Drive 100% 1978 10.1 3 92,872 97.1% $1,665,402
West Orange, New Jersey
200 Executive Drive 100% 1980 8.2 4 102,630 91.6% $1,639,734
West Orange, New Jersey
300 Executive Drive 100% 1984 8.7 4 126,196 99.4% $2,440,181
West Orange, New Jersey
10 Rooney Circle 100% 1971 5.2 3 70,000 -- --
West Orange, New Jersey
One Paragon Drive 100% 1980 11.0 2 104,599 96.4% $1,868,979
Montvale, New Jersey
----------- --------- --- ---------
Total (2) 43.2 496,297 96.2% $7,614,296
----------- --------- --- ---------
----------- --------- --- ---------

<CAPTION>
ANNUAL
BASE
RENT
PER NUMBER
LEASED OF TENANT
PROPERTY SQ. FT. LEASES
- ------------------------- ----------- ---------------
<S> <C> <C>
Executive Hill Office
Park:
100 Executive Drive $ 18.48 12
West Orange, New Jersey
200 Executive Drive $ 17.45 19
West Orange, New Jersey
300 Executive Drive $ 19.46 12
West Orange, New Jersey
10 Rooney Circle -- --
West Orange, New Jersey
One Paragon Drive $ 18.54 15
Montvale, New Jersey
----------- --
Total (2) $ 18.56 58
----------- --
----------- --
</TABLE>

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

(1) Represents Base Rent of signed leases at December 31, 1996 adjusted for
scheduled contractual increases during the 12 months ending December 31,
1997. Total Base Rent for these purposes reflects the effect of any lease
expirations that occur during the 12-month period ending December 31, 1997.
Amounts included in rental revenue for financial reporting purposes have
been determined on a straight-line basis rather than on the basis of
contractual rent as set forth in the foregoing table.

(2) Percent leased data excludes 10 Rooney Circle, a property under
re-development.

S-14
<PAGE>
MORTGAGE ACQUISITIONS. From time to time, the Company may invest in
mortgage debt based on management's assessment of underlying property values. In
that regard, the Company recently invested approximately $20.3 million in
non-performing mortgage debt encumbering three office properties encompassing an
aggregate of approximately 400,000 square feet on Long Island. The Company also
recently acquired a non-performing first mortgage note secured by Eagle Rock
One, an approximately 131,000 square foot Class A office building located in
Morris County, New Jersey. The purchase price for the note was approximately
$8.2 million, representing a significant discount from the outstanding principal
amount. The granite, three-story office building is currently 81% occupied by
Metropolitan Life Insurance Co. under a lease that expires in 1998. Eagle Rock
One is located in the same sub-market in Northern New Jersey as the Executive
Hill Office Park.

STRATEGIC INITIATIVES

With the acquisition of the New Jersey Portfolio and the establishment of
the Company's Northern New Jersey Division, the Company has implemented its
strategy of developing a market presence with an entrepreneurial, local
management team in each of the four key suburban markets in the Tri-State area
(Long Island, Westchester, Southern Connecticut and Northern New Jersey). In
that regard, in February 1996, the Company opened its Westchester Division with
the acquisition for approximately $83 million of a portfolio of eight office
properties encompassing approximately 935,000 square feet and associated
management and construction operations from affiliates of Halpern Enterprises.
In October 1996, the Company established a Southern Connecticut Division with
the acquisition for approximately $77 million of Landmark Square, a six building
office complex encompassing approximately 800,000 square feet located in
Stamford, Connecticut. In connection therewith, certain senior executives and
property operations personnel of F. D. Rich Company (the company that developed,
constructed and managed Landmark Square since its opening) became employees of
the Company. That management team will manage and lease Landmark Square as well
as source additional acquisition opportunities in the Southern Connecticut
region.

FINANCING ACTIVITIES

THE NEW CREDIT FACILITY. The Company is negotiating to establish a
three-year unsecured credit facility with a syndicate of lenders to be led by
two commercial banks. It is expected that the New Credit Facility will provide
for a maximum borrowing amount of up to $225 million and the Company's ability
to borrow thereunder will be subject to the satisfaction of certain financial
covenants, including covenants relating to limitations on unsecured and secured
borrowings, minimum interest and fixed charge coverage ratios, a minimum equity
value and a maximum dividend payout ratio. In addition, it is expected that
borrowings under the New Credit Facility would bear interest at a floating rate
equal to one, two, three or six month LIBOR (at the Company's election) plus a
spread ranging from 1.125% to 1.500%, based on the Company's leverage ratio. The
New Credit Facility would replace the Company's existing $150 million credit
facility which is scheduled to mature on June 2, 1997 (the "Credit Facility").
Borrowings under the Credit Facility bear interest at a floating rate equal to
one-month LIBOR plus 1.75%. See "The Properties--The Credit Facility."
Consummation of the New Credit Facility arrangement is subject to completion of
the lenders' due diligence and completion of documentation satisfactory to the
Company and such lenders.

S-15
<PAGE>
Center Office Park. The loan will have a 10-year term and will bear interest at
a fixed rate to be determined based on the 10-year treasury rate plus 130 basis
points.

STOCK SPLIT

On February 12, 1997, the Board of Directors of the Company declared a
two-for-one stock split, to be effected as a stock dividend distributable on
April 15, 1997 to stockholders of record on April 4, 1997. Accordingly, the
stock split will be effected subsequent to the closing of the Offering and
investors will receive "pre-split" shares.

THE COMPANY

GENERAL

Reckson Associates Realty Corp. commenced operations effective with the
completion of the IPO on June 2, 1995. The Company was formed for the purpose of
continuing the commercial real estate business of Reckson Associates, its
affiliated partnerships and other entities. For more than 35 years, Reckson has
been engaged in the business of owning, re-positioning developing, acquiring,
constructing, managing and leasing suburban office and industrial properties in
the New York metropolitan area. Based on industry surveys, management believes
that the Company is one of the largest owners and managers of Class A suburban
office and industrial properties in the Tri-State area. The Company's growth
strategy is currently focused on suburban markets within a 50 mile radius
surrounding New York City. The Company operates as a fully-integrated, self
administered and self-managed REIT.

As of December 31, 1996, the Company owned 110 properties (including three
joint venture properties) encompassing 8.8 million square feet, all of which are
managed by the Company. The Properties consist of 32 Class A suburban office
properties encompassing approximately 4.4 million square feet, 76 industrial
properties encompassing approximately 4.4 million square feet and two 10,000
square foot retail properties. In addition, the Company has entered into
contracts or letters of intent to acquire 16 properties encompassing
approximately 1.2 million square feet for an aggregate purchase price of
approximately $97 million. As of December 31, 1996, the Company also owned or
had contracted to acquire approximately 140 acres of land in nine separate
parcels that may present future development opportunities and had invested
approximately $51.2 million in certain mortgage indebtedness encumbering four
office properties on Long Island and one office property in New Jersey
encompassing an aggregate of approximately 881,000 square feet.

Since the IPO, the Company has acquired or contracted to acquire
approximately $490 million of Class A suburban office and industrial properties
encompassing approximately 7.1 million square feet located in the Tri-State
area. Since the IPO, the Company has acquired five Class A suburban Office
Properties and 16 Industrial Properties encompassing approximately 547,000 and
1.4 million square feet, respectively, located on Long Island. In February 1996,
the Company established its Westchester Division with the acquisition of a
935,000 square foot office portfolio and associated management and construction
operations for an aggregate purchase price of approximately $83 million. The
Company currently owns 11 Class A suburban Office Properties (six in one office
park) encompassing approximately 1.5 million square feet located in Westchester
County, New York. In October 1996, the Company established its Southern

S-16
<PAGE>
Connecticut Division with the purchase of Landmark Square, a six Class A
suburban Office Properties encompassing approximately 800,000 square feet
located in Stamford, Connecticut for an aggregate purchase price of
approximately $77 million. In addition, the Company has contracted to acquire
five Class A suburban office properties encompassing approximately 500,000
square feet located in Northern New Jersey and, in connection with this
acquisition, has established a Northern New Jersey Division. Additionally, the
Company has invested approximately $51.2 million in certain mortgage
indebtedness encumbering four Class A office properties on Long Island
encompassing approximately 750,000 square feet and one Class A office property
in New Jersey encompassing approximately 131,000 square feet. See "Recent
Developments."

MARKET OVERVIEW

S-17
<PAGE>
The following table provides certain information relating to the Company's
suburban office markets:

<TABLE>
<CAPTION>
AVERAGE
VACANCY ASKING
RATE RENTAL RATE
----------- -----------
<S> <C> <C>
Long Island (13.3 million sq. ft.)
1996............................................................. 9.1%(1) $ 23.83(2)
1995............................................................. 11.8%(1) $ 24.54
1994............................................................. 11.8% $ 22.95
Westchester County (24.3 million sq. ft.)(3)
1996............................................................. 16.0% $ 23.67
1995............................................................. 16.2% $ 23.87
1994............................................................. 16.5% $ 23.38
Central Westchester (5.4 million sq. ft.)
1996............................................................. 7.9% $ 22.30
1995............................................................. 8.2% $ 22.54
1994............................................................. 11.0% $ 22.11
Southern Connecticut (29.4 million sq. ft.)
1996............................................................. 7.2% $ 22.33
1995............................................................. 10.2% $ 22.28
1994............................................................. 12.4% $ 22.35
Stamford Central Business District (4.7 million sq. ft.)
1996............................................................. 6.1% $ 26.19
1995............................................................. 12.7% $ 24.91
1994............................................................. 15.7% $ 24.09
Northern New Jersey (36.6 million sq. ft.)
1996............................................................. 9.1% $ 25.04
1995............................................................. 11.8% $ 23.86
1994............................................................. -- --
</TABLE>

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

(3) 61% of the Westchester Office Properties (on a square foot basis) are
located in the Central Westchester submarket.

The foregoing statistical data has been derived from the LONG ISLAND OFFICE
MARKET REPORT (Year End 1996), the WESTCHESTER COUNTY OFFICE MARKET REPORT
(Fourth Quarter 1996) and the Analysis of Selected New York, New Jersey and
Connecticut Office Markets (Year End 1996) of Cushman & Wakefield. Direct
vacancy rate is defined for purposes of these reports as landlord available
space divided by inventory. Weighted average rental rate is defined as gross
annual asking rates of existing buildings per square foot. The average asking
rental rate represents an average asking rental rate which is weighted by the
amount of square footage available at each respective rental rate.

S-18
<PAGE>
THE PROPERTIES

As of December 31, 1996, on a pro forma basis giving effect to the
acquisition of the New Jersey Portfolio, the Company owned 115 properties
(including three joint venture properties) encompassing approximately 9.3
million square feet. These properties consist of 37 Class A suburban office
properties encompassing approximately 4.9 million square feet, 76 industrial
properties encompassing approximately 4.4 million rentable square feet and two
free-standing 10,000 square foot retail properties. The square feet of each
property has been determined for these purposes based on the aggregate leased
square footage specified in currently effective leases and, with respect to
vacant space, management's estimate. In addition, as of December 31, 1996, the
Company owned or had contracted to acquire approximately 140 acres of land in
nine separate parcels that may present future development opportunities.

Reckson has historically emphasized the development of large scale office
and industrial parks and approximately 78% of the Office Properties (including
the New Jersey Portfolio) and 63% of the Industrial Properties are located in
such parks (measured by rentable square footage). The Company believes that
owning properties in planned office and industrial parks provides certain
strategic advantages, including the following: (i) certain tenants prefer being
located in a park with other high quality companies to enhance their corporate
image, (ii) parks afford tenants certain aesthetic amenities such as a common
landscaping plan, standardization of signage and common dining and recreational
facilities, (iii) tenants may expand (or contract) their businesses within a
park, enabling them to centralize business functions and (iv) a park provides
tenants with access to other tenants and may facilitate business relationships
between tenants.

Also, as of December 31, 1996, the Company had invested approximately $51.2
million in certain mortgage indebtedness encumbering four Class A office
properties on Long Island and one Class A office property in New Jersey
encompassing an aggregate of approximately 881,000 square feet.

Set forth below is a summary of certain information relating to the
Properties, categorized by office and industrial park, as of December 31, 1996
on a pro forma basis giving effect to the acquisition of the New Jersey
Portfolio.

OFFICE PROPERTIES

GENERAL. As of December 31, 1996, on a pro forma basis giving effect to the
acquisition of the New Jersey Portfolio, the Company owned or had an interest in
37 Class A suburban office properties that encompass approximately 4.9 million
square feet. As of December 31, 1996, these office properties (including the New
Jersey Portfolio but excluding a vacant property currently under renovation)
were approximately 91% leased to approximately 525 tenants.

The Office Properties are Class A suburban office buildings and are
well-located, well-maintained and professionally managed. In addition, these
properties are modern with high finishes and achieve among the highest rent,
occupancy and tenant retention rates within their sub-markets. Twenty-five of
the 37 office properties (including the New Jersey Portfolio) are located in the
following six planned office parks: the 23-acre North Shore Atrium, the 32-acre
Huntington Melville Corporate Center, the 50-acre Nassau West Corporate Center,
the 29-acre Tarrytown Corporate Center, the seven acre Landmark Square and the
32-acre Executive Hill Office Park. The buildings in these office parks offer a
full array of amenities including health clubs, racquetball courts, sun decks,
restaurants and computer controlled HVAC access systems and conference centers.
Management believes that the location, quality of construction and amenities as
well as Reckson's reputation for providing a high level of tenant service have
enabled Reckson to attract and retain a national tenant base. The office tenants
include national service firms, such as "Big Six" accounting firms, securities
brokerage houses, insurance companies and health care providers.

S-19
<PAGE>
A brief description of the six office parks is set forth below.

THE NORTH SHORE ATRIUM. The North Shore Atrium is a 23-acre office park
that contains two office buildings and is located in Syosset, Long Island.
Reckson commenced development of this office park in 1977. Working closely with
the town of Oyster Bay, Long Island, Reckson proceeded to retrofit a 160,000
square foot vacant industrial property purchased from Grumman Corporation in
1977 into a Class A office building. Completed in 1978, North Shore Atrium I is
an approximately 210,000 square foot office building that offers tenants a
variety of amenities, including a health club, racquetball courts, conference
centers, and restaurants. In 1979, as a result of this project, Reckson received
the town of Oyster Bay's Economic Achievement Award. The project also earned
Reckson the American Institute of Architects' 1980 Archi Award for architectural
excellence and creativity. Shortly after completing North Shore Atrium I,
Reckson initiated phase II of this project and completed development of North
Shore Atrium II, an approximately 100,000 square foot office building with
amenities comparable to those of Atrium I. Major tenants of the North Shore
Atrium include CIGNA and New York Life.

THE HUNTINGTON MELVILLE CORPORATE CENTER. Development of this office park
was begun by Reckson in 1980. Built on 32 acres at the intersection of Route 110
and the Long Island Expressway, the Huntington Melville Corporate Center
currently contains six office buildings with approximately 750,000 square feet.
Four of these buildings encompassing approximately 485,000 square feet are owned
by the Company and the Company has been granted an option to acquire a fifth
building encompassing approximately 186,000 square feet (225 Broadhollow Road).
See "--The Option Properties." Management believes that the office buildings in
this office park were among the first on Long Island to offer tenants a
sophisticated computer controlled HVAC access system. Other amenities include
health clubs, racquetball courts, a travel agency, an indoor track, outdoor
fitness trails, conference centers and a variety of restaurants. In 1983,
Reckson received its second Archi Award for architectural excellence in
connection with this project. Major tenants of this office park include
PaineWebber Incorporated, Vytra Healthcare, Coopers & Lybrand LLP, Arthur
Andersen LLP, Chase Manhattan Bank and Ernst & Young LLP.

THE NASSAU WEST CORPORATE CENTER. The Nassau West Corporate Center is
Reckson's most recent large scale office park project. Reckson commenced this
project in 1982 when it agreed to ground lease 50 acres in Mitchel Field in
Uniondale, Long Island for 99 years from Nassau County. Today, the Nassau West
Corporate Center contains three buildings with approximately 1 million square
feet and is situated in the heart of Long Island's financial district. Nassau
West Corporate Center I was the first building to be developed by Reckson in
this office park. The building opened for tenants in 1982 and offers tenants
various amenities, including conference centers and a health club. Shortly
thereafter, Reckson completed development of Nassau West Corporate Center II, an
approximately 210,000 square foot office building that offers tenants comparable
amenities as well as an indoor track, racquetball courts and an art gallery.
Major tenants of the Nassau West Corporate Center office park include First Card
Services, State Farm Insurance Company, Liberty Mutual Insurance Company, Bank
of America and Phoenix Mutual Life.

In 1991, Reckson completed development of the Omni office complex in this
park. The approximately 575,000 square foot office complex is the centerpiece of
the Nassau West Corporate Center. The Omni office complex is the largest office
property in which the Company owns an interest. The Company owns, through the
Operating Partnership, a 60% managing general partner interest in the Omni
Partnership, the property partnership that owns the Omni. Through such
partnership interest, the Company has the sole authority to conduct the business
and affairs of the Omni Partnership subject to the limitations set forth in the
Omni partnership agreement.

THE TARRYTOWN CORPORATE CENTER. The Tarrytown Corporate Center is one of
Westchester's largest office parks with more than 1.2 million square feet of
office space and a 444-room Marriott Hotel. Completed in 1972, Tarrytown
Corporate Center was the first office development undertaken in the Route 119
corridor in Westchester County, an area that has developed into a prime
commercial location. Major tenants at the Center include Citibank, Ford Motor
Credit, U.S. Philips, Xerox and the Ciba-Geigy

S-20
<PAGE>
Corporation (which maintains its corporate headquarters at the Center). Designed
by the award-winning architectural firm of Warshauer, Mellusi, and Warshauer,
Tarrytown Corporate Center includes seven office buildings encompassing
approximately 991,000 square feet, of which the Company has acquired six of such
office buildings encompassing approximately 876,000 square feet.

LANDMARK SQUARE. Landmark Square is a seven-acre office complex that
contains six buildings and is located in Stamford, Connecticut. Landmark Square
was developed between 1973 and 1984 by F.D. Rich Company and contains an
aggregate of approximately 800,000 square feet. Landmark Square is located on
seven acres in the heart of Stamford, contiguous to Stamford Town Center, a
900,000 square foot upscale shopping mall. Landmark Square offers such amenities
as a full service athletic facility and the Landmark Club, one of Stamford's
premier dining clubs. The Company has commenced an approximately $11.5 million,
five year capital improvement program at the complex. Tenants at Landmark Square
include Guiness PLC/United Distillers, Crown Theatre, McKinsey & Co. and Fleet
Bank.

EXECUTIVE HILL OFFICE PARK. As noted under "Recent Developments," the
Company has contracted to acquire the New Jersey Portfolio. Four of the five
properties that comprise the New Jersey Portfolio are contained in the Executive
Hill Office Park. Executive Hill is a 32 acre office park that contains four
buildings with approximately 392,000 square feet and is located in West Orange,
New Jersey, adjacent to Route 280, a major interstate highway. Executive Hill
was developed between 1971 and 1984 by various entities associated with Robert
Heller, a developer in Northern New Jersey. One of the properties in the office
park, 10 Rooney Circle, is a vacant 70,000 square foot building that is
undergoing a complete renovation including the reskinning of its facade in
granite, installation of two new lobbies and development of a new entranceway.
The Company anticipates that 10 Rooney Circle will be stabilized within 12
months from its acquisition. The balance of the Executive Hill Office Park is
approximately 96% leased. Tenants at Executive Hill include Chase Manhattan
Bank, First Wausau, Computer Science Corporation, State Farm Insurance Company
and PNC Bank.

LEASE EXPIRATIONS. The following chart provides lease expiration
information for the Long Island Office Properties (excluding the Omni) for
leases in place as of December 31, 1996, assuming that none of the tenants
exercises renewal options or termination rights, if any.

<TABLE>
<CAPTION>
CUMULATIVE
PERCENTAGE OF PERCENTAGE OF RENT PER
TOTAL LEASED TOTAL LEASED SQUARE FOOT
NUMBER OF SQUARE FEET SQUARE FEET SQUARE FEET RENT UNDER UNDER
LEASES SUBJECT TO REPRESENTED BY REPRESENTED BY EXPIRING EXPIRING
YEAR OF LEASE EXPIRATION EXPIRING EXPIRING LEASES EXPIRING LEASES EXPIRING LEASES LEASES(1) LEASES(2)
- ----------------------------- ------------- --------------- --------------- --------------- ------------ -----------
<S> <C> <C> <C> <C> <C> <C>
1997......................... 22 214,345 14.5% 14.5% $ 5,326,362 $ 24.85
1998......................... 31 197,843 13.3% 27.8% $ 4,786,305 $ 24.19
1999......................... 29 124,903 8.4% 36.2% $ 2,638,478 $ 21.12
2000......................... 26 156,298 10.5% 46.7% $ 3,579,482 $ 22.90
2001......................... 28 148,459 10.0% 56.7% $ 3,672,624 $ 24.74
2002......................... 17 210,046 14.2% 70.9% $ 4,864,745 $ 23.16
2003 and thereafter.......... 44 432,502 29.1% 100.00% $ -- $ --
--- --------------- ------
Total........................ 197 1,484,396 100.00%
--- --------------- ------
--- --------------- ------
</TABLE>

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

(1) Represents annualized Base Rent as of the lease expiration date plus
non-recoverable operating expense pass-throughs attributable to leases
expiring during the referenced period.

(2) Total annual Base Rent of leases that expire during such period (calculated
as described in (1)) divided by total square footage under such leases.

S-21
<PAGE>
The following chart provides lease expiration information for the Omni for
leases in place as of December 31, 1996 assuming that none of the tenants
exercise renewal options or termination rights, if any.

<TABLE>
<CAPTION>
CUMULATIVE
PERCENTAGE PERCENTAGE
OF TOTAL OF TOTAL
LEASED LEASED RENT PER
SQUARE FEET SQUARE FEET SQUARE FEET RENT SQUARE FOOT
NUMBER OF SUBJECT TO REPRESENTED REPRESENTED UNDER UNDER
LEASES EXPIRING BY EXPIRING BY EXPIRING EXPIRING EXPIRING
YEAR OF LEASE EXPIRATION EXPIRING LEASES LEASES LEASES LEASES(1) LEASES(2)
- -------------------------------------- --------------- ----------- ------------- ------------- ------------ -----------
<S> <C> <C> <C> <C> <C> <C>
1997.................................. 2 27,729 5.1% 5.1% $ 979,656 $ 35.33
1998.................................. -- -- -- 5.1% $ -- $ --
1999.................................. -- -- -- 5.1% $ -- $ --
2000.................................. 5 66,131 12.2% 17.3% $ 2,200,243 $ 33.27
2001.................................. 5 59,693 11.0% 28.3% $ 1,371,940 $ 22.98
2002.................................. 4 105,703 19.4% 47.7% $ 3,180,184 $ 30.09
2003 and thereafter................... 13 284,310 52.3% 100.0% $ -- $ --
--
----------- -----
Total................................. 29 543,566 100.0%
--
--
----------- -----
----------- -----
</TABLE>

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

(1) Represents annualized Base Rent as of the lease expiration date plus
non-recoverable operating expense pass-throughs attributable to leases
expiring during the referenced period.

(2) Total annual Base Rent of leases that expire during such period (calculated
as described in (1)) divided by total square footage under such leases.

The following table sets forth a schedule of the lease expirations for the
Westchester Office Properties for leases in place as of December 31, 1996,
assuming that none of the tenants exercise renewal options or termination
rights, if any.

<TABLE>
<CAPTION>
CUMULATIVE
PERCENTAGE OF PERCENTAGE OF RENT PER
TOTAL LEASED TOTAL LEASED SQUARE FOOT
NUMBER OF SQUARE FEET SQUARE FEET SQUARE FEET RENT UNDER UNDER
LEASES SUBJECT TO REPRESENTED BY REPRESENTED BY EXPIRING EXPIRING
YEAR OF LEASE EXPIRATION EXPIRING EXPIRING LEASES EXPIRING LEASES EXPIRING LEASES LEASES(1) LEASES(2)
- ----------------------------- ------------- --------------- --------------- --------------- ------------ -----------
<S> <C> <C> <C> <C> <C> <C>
1997......................... 29 128,100 12.5% 12.5% $ 2,466,799 $ 19.26
1998......................... 27 136,178 13.3% 25.8% $ 2,615,234 $ 19.20
1999......................... 20 50,348 4.9% 30.7% $ 943,025 $ 18.73
2000......................... 18 134,489 13.1% 43.8% $ 2,794,514 $ 20.78
2001......................... 25 114,443 11.2% 55.0% $ 2,337,101 $ 20.42
2002......................... 19 153,537 14.9% 69.9% $ 3,139,563 $ 20.45
2003 and thereafter.......... 20 308,335 30.1% 100.00% $ -- $ --
--- --------------- ------
Total........................ 158 1,025,430 100.00%
--- --------------- ------
--- --------------- ------
</TABLE>

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

(1) Represents annualized Base Rent as of the lease expiration date plus
non-recoverable operating expense pass-throughs attributable to leases
expiring during the referenced period.

(2) Total annual Base Rent of leases that expire during such period (calculated
as described in (1)) divided by total square footage under such leases.

S-22
<PAGE>
The following table sets forth a schedule of the lease expirations for
Landmark Square for leases in place as of December 31, 1996, assuming that none
of the tenants exercise renewal options or termination rights, if any.

<TABLE>
<CAPTION>
CUMULATIVE
PERCENTAGE OF PERCENTAGE OF
TOTAL LEASED TOTAL LEASED RENT PER
SQUARE FEET SQUARE FEET SQUARE FEET SQUARE FOOT
NUMBER SUBJECT TO REPRESENTED REPRESENTED RENT UNDER UNDER
OF LEASES EXPIRING BY EXPIRING BY EXPIRING EXPIRING EXPIRING
YEAR OF LEASE EXPIRATION EXPIRING LEASES LEASES LEASES LEASES(1) LEASES(2)
- --------------------------------------- ------------- ----------- ------------- ------------- ------------ -----------
<S> <C> <C> <C> <C> <C> <C>
1997................................... 18 46,831 7.1% 7.1% $ 927,596 $ 19.81
1998................................... 12 38,197 5.8% 12.9% $ 780,244 $ 20.43
1999................................... 17 42,841 6.5% 19.4% $ 905,146 $ 21.13
2000................................... 24 89,594 13.6% 33.0% $ 1,880,724 $ 20.99
2001................................... 15 79,526 12.1% 45.1% $ 2,072,665 $ 26.06
2002................................... 8 32,826 5.0% 50.1% $ 713,644 $ 21.74
2003 and thereafter.................... 20 328,349 49.9% 100.0% -- --
--- ----------- ------
Total.................................. 114 658,164 100.0%
--- ----------- ------
--- ----------- ------
</TABLE>

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

(1) Represents annualized Base Rent as of the lease expiration date plus
non-recoverable operating expense pass-throughs attributable to leases
expiring during the referenced period.

(2) Total annual Base Rent of leases that expire during such period (calculated
as described in (1)) divided by total square footage under such leases.

The following table sets forth a schedule of the lease expirations for the
New Jersey Portfolio for leases in place as of December 31, 1996, assuming that
none of the tenants exercise renewal options or termination rights, if any.

<TABLE>
<CAPTION>
CUMULATIVE
PERCENTAGE OF PERCENTAGE OF RENT FOR
TOTAL LEASED TOTAL LEASED SQUARE FEET
SQUARE FEET SQUARE FEET SQUARE FEET RENT UNDER UNDER
YEAR OF LEASE NUMBER OF SUBJECT TO REPRESENTED BY REPRESENTED BY EXPIRING EXPIRING
EXPIRATION LEASES EXPIRING EXPIRING LEASES EXPIRING LEASES EXPIRING LEASES LEASES(1) LEASES(2)
- ----------------------- --------------- --------------- --------------- --------------- ------------ -----------
<S> <C> <C> <C> <C> <C> <C>
1997................... 8 50,564 12.3% 12.3% $ 1,018,666 $ 20.15
1998................... 8 39,543 9.6% 21.9% $ 751,194 $ 19.00
1999................... 7 31,171 7.6% 29.5% $ 632,859 $ 20.30
2000................... 12 68,309 16.7% 46.2% $ 1,337,073 $ 19.57
2001................... 13 93,596 22.8% 69.0% $ 1,902,382 $ 20.33
2002................... 5 46,963 11.5% 80.5% $ 913,142 $ 19.44
2003 and thereafter.... 5 80,145 19.5% 100.0% -- --
--
------- -------
Total.................. 58 410,291 100.0%
--
--
------- -------
------- -------
</TABLE>

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

(1) Represents annualized Base Rent as of the lease expiration date plus
non-recoverable operating expense pass-throughs attributable to leases
expiring during the referenced period.

(2) Total annual Base Rent of leases that expire during such period (calculated
as described in (1)) divided by total square footage under such leases.

S-23
<PAGE>
LEASING ACTIVITY. The following table sets forth a schedule of new leases
signed, the annualized Base Rent per leased square foot and Effective Rent (as
defined below) per leased square foot for the Long Island Office Properties for
the years 1991 to 1996.

<TABLE>
<CAPTION>
NUMBER OF ANNUALIZED BASE RENT PER EFFECTIVE RENT PER
YEAR LEASES LEASED SQUARE FOOT(1) LEASED SQUARE FOOT(2)
- ----------------------------------------------------- --------------- ------------------------- ---------------------
<S> <C> <C> <C>
1996................................................. 44 $ 22.83 $ 20.88
1995................................................. 34 $ 24.96 $ 21.96
1994................................................. 55 $ 22.28 $ 20.53
1993................................................. 40 $ 21.77 $ 19.53
1992................................................. 35 $ 23.60 $ 20.35
1991................................................. 29 $ 24.12 $ 21.80
</TABLE>

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

(1) Represents annualized monthly Base Rent from signed leases at period end
divided by leased square feet.

(2) Represents annualized monthly Effective Rent (defined as Base Rent adjusted
on a straight-line basis for free rent periods, tenant improvements and
leasing commissions) divided by leased square feet.

The following table sets forth a schedule of new leases signed, the
annualized Base Rent per leased square foot and Effective Rent per leased square
foot for the Westchester Office Properties for 1996.

<TABLE>
<CAPTION>
EFFECTIVE RENT PER
NUMBER OF ANNUALIZED BASE RENT PER LEASED SQUARE
YEAR LEASES LEASED SQUARE FOOT(1)(3) FOOT(2)(3)
- --------------------------------------------------- --------------- ------------------------- -----------------------
<S> <C> <C> <C>
1996............................................... 34 $ 20.05 $ 17.03
</TABLE>

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

(1) Represents annualized monthly Base Rent from signed leases at period end
divided by leased square feet.

(2) Represents annualized monthly Effective Rent divided by leased square feet.

(3) Excludes tenant improvement costs associated with leasing the Property
located at 555 White Plains Road, Tarrytown, New York. This Property was
acquired for $39 per square foot in April 1996 and was 37% leased at the
time of acquisition. The Company has renovated and repositioned this
Property and at December 31, 1996, it was 100% leased. Annualized Base Rent
per leased square foot for the Westchester Office Properties for 1996
including this Property was $19.39 and Effective Rent per leased square foot
was $15.83.

S-24
<PAGE>
TENANT INFORMATION. The Office Properties are leased to approximately 525
tenants which engage in a wide variety of businesses including insurance
companies, "Big Six" accounting firms, securities brokerage houses, commercial
banks and health care providers. On a pro forma basis, giving effect to the
acquisition of the New Jersey Portfolio (and giving effect to signed leases in
effect subsequent to December 31, 1996), for the 12 month period ending December
31, 1997, the largest tenant, United Distillers, accounts for approximately 3%
of the Company's pro forma total annual Base Rent (including the New Jersey
Portfolio). The following table sets forth the annual Base Rent at December 31,
1996 derived from the 30 largest office tenants for the Office Properties
(including the New Jersey Portfolio).

<TABLE>
<CAPTION>
NUMBER OF SQUARE FEET ANNUAL BASE
TENANTS(1) LEASES LEASED RENT(2)(3)
- -------------------------------------------------------------------------- ------------- ----------- ------------
<S> <C> <C> <C>
United Distillers......................................................... 3 112,474 $3,062,138
Ciba Geigy................................................................ 2 197,474 2,358,120
Vytra Healthcare.......................................................... 2 110,621 2,334,439
First Card Services Inc. ................................................. 1 108,000 2,209,460
Federal Insurance Company................................................. 1 71,855 1,993,976
State Farm................................................................ 3 74,458 1,718,965
Episcopal Health Services................................................. 1 63,454 1,685,995
Bank Of America........................................................... 1 59,544 1,583,972
Cigna P&C Companies....................................................... 2 90,102 1,488,465
Chase Manhattan Bank...................................................... 3 58,512 1,391,015
Liberty Mutual............................................................ 3 62,991 1,317,761
PaineWebber Incorporated.................................................. 1 35,795 1,311,283
Continental Insurance..................................................... 3 46,676 1,206,446
McKinsey & Company, Inc. United States.................................... 3 33,312 888,759
Allstate Insurance Company................................................ 3 40,460 796,574
Ernst & Young LLP......................................................... 1 29,613 710,712
Ampacet Corporation....................................................... 1 31,340 689,480
Citibank.................................................................. 2 34,950 664,050
First American Services, Inc.............................................. 2 25,307 632,201
U.S. Healthcare........................................................... 1 23,434 629,901
A&P....................................................................... 2 32,760 621,080
First Wausau.............................................................. 1 31,514 606,648
Prudential Ins. Co. Of America............................................ 2 31,784 598,984
M&H Brokerage Inc......................................................... 1 34,259 578,936
First American Title Insurance............................................ 1 21,903 571,111
The Mutual Life Ins. Of N.Y............................................... 1 21,400 554,969
Fleet Bank (Shawmut)...................................................... 4 27,896 552,760
Xerox Corporation......................................................... 1 27,963 531,297
Herbert Jamison........................................................... 1 26,280 519,036
--- ----------- ------------
Total..................................................................... 53 1,566,131 $33,808,533
--- ----------- ------------
--- ----------- ------------
as a percent of Total Office Leased....................................... 9.53% 38.48% 42.65%
</TABLE>

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

(1) Excludes Executive Center tenants. Executive Center tenants account for
annual Base Rent of $1,615,439.

(2) Represents Base Rent of signed leases at December 31, 1996 adjusted for
scheduled contractual increases during the 12 months ending December 31,
1997. Base Rent for these purposes reflects the effect of any lease
expirations that occur during the 12-month period ending December 31, 1997.

(3) Includes the Company's proportionate share of unconsolidated joint venture
property.

S-25
<PAGE>
DISTRIBUTION OF LEASES BY LEASED SPACE. The following table sets forth
information relating to the diversity of the tenants at the Office Properties
based upon square feet under lease at December 31, 1996.

<TABLE>
<CAPTION>
ANNUAL
NUMBER PERCENT TOTAL PERCENT BASE RENT PERCENT
SQUARE FEET UNDER LEASE OF LEASES OF TOTAL SQUARE FEET OF TOTAL (THOUSANDS)(1) OF TOTAL
- --------------------------------------------- ------------- ----------- ----------- ----------- --------------- -----------
<S> <C> <C> <C> <C> <C> <C>
Less than 2,501.............................. 224 40.7% 296,620 7.3% $ 5,266 6.6%
2,501-5,000.................................. 122 22.1% 443,055 10.9% $ 8,164 10.3%
5,001-10,000................................. 98 17.8% 689,255 16.9% $ 12,976 16.3%
10,001-20,000................................ 58 10.5% 801,641 19.7% $ 16,002 20.1%
20,001-40,000................................ 38 6.9% 1,058,422 26.0% $ 20,455 25.7%
40,001+...................................... 11 2.0% 785,545 19.2% $ 16,641 21.0%
--- ----- ----------- ----- ------- -----
551 100.0% 4,074,538 100.0% $ 79,504 100.0%
--- ----- ----------- ----- ------- -----
--- ----- ----------- ----- ------- -----
</TABLE>

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

(1) Represents Base Rent of signed leases at December 31, 1996 adjusted for
scheduled contractual increases during the 12 months ending December 31,
1997. Base Rent for these purposes reflects the effect of any lease
expirations that occur during the 12-month period ending December 31, 1997.

The following table sets forth certain information as of December 31, 1996
for each of the Office
Properties (including the New Jersey Portfolio).
<TABLE>
<CAPTION>
OWNERSHIP
INTEREST
(GROUND
COMPANY'S LEASE LAND
PERCENTAGE EXPIRATION YEAR AREA NUMBER OF SQUARE PERCENT
PROPERTY OWNERSHIP DATE) (1) CONSTRUCTED (ACRES) FLOORS FEET LEASED
- -------------------------- ----------------- ---------- --------------- ----------- ------------- --------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
North Shore Atrium
Syosset, NY
6800 Jericho Turnpike
(North Shore Atrium
I)...................... 100% Fee 1977(4) 13.0 2 209,028 90.0%
6900 Jericho Turnpike
(North Shore Atrium
II)..................... 100% Fee 1982 5.0 4 101,036 96.4%
----- ---------
Total-North Shore
Atrium.................. 18.0 310,064 92.1%
----- ---------
----- ---------
Huntington Melville
Corporate Center
Melville, NY
200 Broadhollow Rd...... 100% Fee 1981 4.6 4 67,432 98.9%
48 South Service Rd..... 100% Fee 1986 7.3 4 125,372 91.4%
395 North Service Rd.... 100% Leasehold 1988 7.5 4 187,393 94.1%
(2081)
35 Pinelawn Rd.......... 100% Fee 1980 6.0 2 105,241 86.3%
----- ---------
Total-Huntington Melville
Corporate Center........ 25.4 485,438 92.4%
----- ---------
----- ---------

ANNUAL BASE
ANNUAL RENT PER
BASE LEASED SQ. NUMBER OF
PROPERTY RENT (2)(3) FT. TENANT LEASES
- -------------------------- ---------- ----------- -------------
<S> <C> <C> <C>
North Shore Atrium
Syosset, NY
6800 Jericho Turnpike
(North Shore Atrium
I)...................... $3,452,445 $ 18.34 42
6900 Jericho Turnpike
(North Shore Atrium
II)..................... $1,597,008 $ 16.39 10
---------- ---
Total-North Shore
Atrium.................. $5,049,453 $ 17.68 52
---------- ---
---------- ---
Huntington Melville
Corporate Center
Melville, NY
200 Broadhollow Rd...... $1,414,860 $ 21.23 13
48 South Service Rd..... $1,812,269 $ 15.82 10
395 North Service Rd.... $3,799,171 $ 21.55 7

35 Pinelawn Rd.......... $1,719,486 $ 18.93 28
---------- ---
Total-Huntington Melville
Corporate Center........ $8,745,786 $ 21.34 58
---------- ---
---------- ---
</TABLE>

S-26
<PAGE>
<TABLE>
<CAPTION>
OWNERSHIP
INTEREST
(GROUND
COMPANY'S LEASE LAND
PERCENTAGE EXPIRATION YEAR AREA NUMBER OF SQUARE PERCENT
PROPERTY OWNERSHIP DATE) (1) CONSTRUCTED (ACRES) FLOORS FEET LEASED
- -------------------------- ----------------- ---------- --------------- ----------- ------------- --------- -----------
Nassau West Corporate Center
<S> <C> <C> <C> <C> <C> <C> <C>
Mitchel Field, NY
50 Charles Lindbergh
Blvd.
(Nassau West Corporate
Center II).......... 100% Leasehold 1984 9.1 6 211,845 93.1%
(2082)
60 Charles Lindbergh
Blvd.
(Nassau West Corporate
Center I)........... 100% Leashold 1989 7.8 2 186,889 100.0%
(2082)
333 Earl Ovington Blvd
(The Omni)............ 60% Leasehold 1991 30.6 10 575,000 89.8%
(2088)
----- ---------
Total-Nassau West
Corporate Center........ 47.5 973,734 92.5%
----- ---------
----- ---------
Tarrytown Corporate Center
Tarrytown, NY
505 White Plains Road... 100% Fee 1974 1.4 2 26,468 91.7%
520 White Plains Road... 60% Fee(5) 1981 6.8 6 171,761 100.0%
555 White Plains Road... 100% Fee 1972 4.2 5 121,585 100.0%
560 White Plains Road... 100% Fee 1980 4.0 6 126,471 95.9%
580 White Plains Road... 100% Fee 1977 6.1 6 170,726 94.6%
660 White Plains Road... 100% Fee 1983 10.9 6 258,715 97.4%
----- ---------
Total-Tarrytown Corporate
Center.................. 33.4 875,726 97.3%
----- ---------
----- ---------
Landmark Square
Stamford, CT
One Landmark Square..... 100% Fee 1973 N/A 22 296,716 83.5%
Two Landmark Square..... 100% Fee 1976 N/A 3 39,701 42.2%
Three Landmark Square... 100% Fee 1978 N/A 6 128,286 78.4%
Four Landmark Square.... 100% Fee 1977 N/A 5 104,446 80.7%
Five Landmark Square.... 100% Fee 1976 N/A 3 57,273 87.7%
Six Landmark Square..... 100% Fee 1984 N/A 10 171,899 92.3%
----- ---------
Total-Landmark Square..... 7.2 798,321 82.4%
----- ---------
----- ---------
Stand-alone Long Island
Properties
88 Duryea Rd.
Melville, N.Y......... 100% Fee 1986 1.5 2 25,061 95.6%
310 East Shore Rd.
Great Neck, NY........ 100% Fee 1981 1.5 4 50,000 100.0%
333 East Shore Rd. Leasehold
Great Neck, NY........ 100% (2030) 1976 1.5 2 17,715 99.6%
520 Broadhollow Rd.
Melville, New York.... 100% Fee 1978 7.0 1 83,176 100.0%
1660 Walt Whitman Rd.
Melville, New York.... 100% Fee 1980 6.5 1 73,115 100.0%
125 Baylis Road
Melville, New York.... 100% Fee 1980 8.2 2 98,329 99.4%
----- ---------
Total-Stand-alone Long
Island Properties....... 26.2 347,396 99.5%
----- ---------
----- ---------

ANNUAL BASE
ANNUAL RENT PER
BASE LEASED SQ. NUMBER OF
PROPERTY RENT (2)(3) FT. TENANT LEASES
- -------------------------- ---------- ----------- -------------
Nassau West Corporate Cent
<S> <C> <C> <C>
Mitchel Field, NY
50 Charles Lindbergh
Blvd.
(Nassau West Corporate
Center II).......... $4,271,620 $ 21.66 23

60 Charles Lindbergh
Blvd.
(Nassau West Corporate
Center I)........... $3,692,510 $ 19.72 8

333 Earl Ovington Blvd
(The Omni)............ $14,080,699 $ 27.26 29

---------- ---
Total-Nassau West
Corporate Center........ $22,044,829 $ 24.47 60
---------- ---
---------- ---
Tarrytown Corporate Center
Tarrytown, NY
505 White Plains Road... $ 422,178 $ 17.40 19
520 White Plains Road... $3,192,362 $ 18.59 1
555 White Plains Road... $1,503,378 $ 12.36 9
560 White Plains Road... $1,618,962 $ 13.35 18
580 White Plains Road... $2,979,362 $ 18.45 21
660 White Plains Road... $4,148,165 $ 16.46 51
---------- ---
Total-Tarrytown Corporate
Center.................. $13,864,407 $ 16.27 119
---------- ---
---------- ---
Landmark Square
Stamford, CT
One Landmark Square..... $4,987,291 $ 20.13 60
Two Landmark Square..... $ 301,754 $ 18.00 8
Three Landmark Square... $2,188,392 $ 21.77 20
Four Landmark Square.... $1,666,666 $ 19.76 17
Five Landmark Square.... $ 175,000 $ 3.48 1
Six Landmark Square..... $3,457,825 $ 21.80 8
---------- ---
Total-Landmark Square..... $12,776,928 $ 19.41 114
---------- ---
---------- ---
Stand-alone Long Island
Properties
88 Duryea Rd.
Melville, N.Y......... $ 392,660 $ 16.40 5
310 East Shore Rd.
Great Neck, NY........ $1,163,186 $ 23.21 21
333 East Shore Rd.
Great Neck, NY........ $ 435,536 $ 24.68 9
520 Broadhollow Rd.
Melville, New York.... $1,473,201 $ 17.71 5
1660 Walt Whitman Rd.
Melville, New York.... $ 917,715 $ 12.55 5
125 Baylis Road
Melville, New York.... $2,119,188 $ 21.69 10
---------- ---
Total-Stand-alone Long
Island Properties....... $6,501,486 $ 18.81 55
---------- ---
---------- ---
</TABLE>

S-27
<PAGE>
<TABLE>
<CAPTION>
OWNERSHIP
INTEREST
(GROUND
COMPANY'S LEASE LAND
PERCENTAGE EXPIRATION YEAR AREA NUMBER OF SQUARE PERCENT
PROPERTY OWNERSHIP DATE) (1) CONSTRUCTED (ACRES) FLOORS FEET LEASED
- -------------------------- ----------------- ---------- --------------- ----------- ------------- --------- -----------
Stand-alone Westchester
Properties
<S> <C> <C> <C> <C> <C> <C> <C>
155 White Plains Road
Tarrytown, NY......... 100% Fee 1963 13.2 2 60,909 79.5%
235 Main Street
White Plains, NY...... 100% Fee 1974(6) .4 6 83,237 65.2%
245 Main Street
White Plains, NY.... 100% Fee 1983 .4 6 73,543 79.5%
2 Church Street
Ossining, NY.......... 100% Fee 1979 1.1 2 24,250 49.2%
----- ---------
Total Stand-alone
Westchester
Properties.............. 15.1 241,939 71.5%
----- ---------
----- ---------
Re-development Westchester
Properties
360 Hamilton Avenue
White Plains, NY.... 50% Fee 1977 1.5 12 365,000 --
---------
---------
Total Re-development
Westchester
Properties.............. 1.5 365,000 --
----- ---------
----- ---------
Executive Hill Office Park
West Orange, NJ.......
100 Executive Dr........ 100% Fee 1978 10.1 3 92,872 97.1%
200 Executive Dr........ 100% Fee 1980 8.2 4 102,630 91.6%
300 Executive Dr........ 100% Fee 1984 8.7 4 126,196 99.4%
10 Rooney Circle........ 100% Fee 1971 5.2 3 70,000 --
----- --------- -----
Total-Executive Hill
Office Park(7).......... 32.2 391,698 96.2%
----- --------- -----
----- --------- -----
Stand-alone New Jersey
Properties
1 Paragon Dr.
Montvale, NJ.......... 100 Fee 1980 11.0 2 104,599 96.4%
----- --------- -----
Total-Stand-alone New
Jersey Properties....... 11.0 104,599 96.4%
----- --------- -----
----- --------- -----
Total-Office
Properties (8).......... 217.5 4,893,915 91.4%
----- ---------
----- ---------

ANNUAL BASE
ANNUAL RENT PER
BASE LEASED SQ. NUMBER OF
PROPERTY RENT (2)(3) FT. TENANT LEASES
- -------------------------- ---------- ----------- -------------
Stand-alone Westchester
Properties
<S> <C> <C> <C>
155 White Plains Road
Tarrytown, NY......... $ 758,282 $ 15.66 5
235 Main Street
White Plains, NY...... $ 930,704 $ 17.14 20
245 Main Street
White Plains, NY.... $1,072,844 $ 18.36 13
2 Church Street
Ossining, NY.......... $ 144,453 $ 12.12 2
---------- ---
Total Stand-alone
Westchester
Properties.............. $2,906,283 $ 16.79 40
---------- ---
---------- ---
Re-development Westchester
Properties
360 Hamilton Avenue
White Plains, NY.... -- -- --

Total Re-development
Westchester
Properties.............. -- -- --

Executive Hill Office Park
West Orange, NJ.......
100 Executive Dr........ $1,665,402 $ 18.48 12
200 Executive Dr........ $1,639,734 $ 17.45 19
300 Executive Dr........ $2,440,181 $ 19.46 12
10 Rooney Circle........ -- -- --
---------- ----------- ---
Total-Executive Hill
Office Park(7).......... $5,745,317 $ 18.56 43
---------- ----------- ---
---------- ----------- ---
Stand-alone New Jersey
Properties
1 Paragon Dr.
Montvale, NJ.......... $1,868,979 $ 18.54 15
---------- ----------- ---
Total-Stand-alone New
Jersey Properties....... 1,868,979 $ 18.54 15
---------- ----------- ---
---------- ----------- ---
Total-Office
Properties (8).......... $79,503,468 $ 19.51 556
---------- ---
---------- ---
</TABLE>

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

(1) Ground lease expirations assume exercise of renewal options by the lessee.

(2) Represents Base Rent of signed leases at December 31, 1996 adjusted for
scheduled contractual increases during the 12 months ending December 31,
1997. Total Base Rent for these purposes reflects the effect of any lease
expirations that occur during the 12-month period ending December 31, 1997.
Amounts included in rental revenue for financial reporting purposes have
been determined on a straight-line basis rather than on the basis of
contractual rent as set forth in the foregoing table.

(3) Base Rents differ from Effective Rents in that Effective Rents have been
adjusted on a straight-line basis for free rent periods, tenant improvements
and leasing commissions. Information regarding the Company's historical
tenant improvement and leasing commission costs is set forth under "The
Properties--Historical Non-Incremental Revenue-Generating Capital
Expenditures, Tenant Improvement Costs and Leasing Commissions."

(4) Year acquired; renovated in 1978.

(5) The actual fee interest in 520 White Plains Road is held by the County of
Westchester Industrial Development Agency. The fee interest in 520 White
Plains Road may be acquired if the outstanding principal balance under
certain loan agreements and annual basic installments are prepaid in full.

(6) Year renovated.

(7) Percent leased data excludes 10 Rooney Circle, a property under
re-development.

(8) Percent leased data excludes the properties under re-development.

S-28
<PAGE>
INDUSTRIAL PROPERTIES

GENERAL. As of December 31, 1996, the Company owned or had an interest in
76 Industrial Properties that encompass approximately 4.4 million square feet.
All but one of the Industrial Properties are located on Long Island. As of
December 31, 1996, the Industrial Properties were 96.8% leased to approximately
160 tenants. Many of the Industrial Properties have been constructed with high
ceiling heights (I.E., above 18 feet), upscale office building facades, parking
in excess of zoning requirements, drive-in and/or loading dock facilities, and
other features which permit them to be leased for industrial and/or office
purposes.

The Industrial Properties are leased to national tenants as well as to local
companies. These tenants utilize the Industrial Properties for distribution,
warehousing, research and development and light manufacturing/assembly
activities. Leases on the Industrial Properties are typically written for terms
ranging from three to seven years and require (i) payment of a Base Rent, (ii)
payments of real estate tax escalations over a base year, (iii) payments of
compounded annual increases to Base Rent and (iv) reimbursement of all operating
expenses. Electric costs are borne and paid directly by the tenant. Certain
leases are "triple net" (I.E., the tenant is required to pay in addition to
annual Base Rent, all operating expenses and real estate taxes). In virtually
all leases, the landlord is responsible for structural repairs. Renewal
provisions typically provide for renewal rents at market rates, provided that
such rates are not less than the most recent rental rates.

Approximately 63% of the Industrial Properties measured by square footage,
are located in three large scale planned industrial parks that were developed by
Reckson. The following is a description of these parks.

VANDERBILT INDUSTRIAL PARK. Developed by Reckson between 1961 and 1979,
Vanderbilt Industrial Park was the first planned industrial park on Long Island
and encompasses 50 buildings with approximately 3.6 million square feet on more
than 400 acres. According to Cushman & Wakefield, Vanderbilt Industrial Park is
the second largest industrial park on Long Island (based on square feet). In
developing this and other parks, Reckson attracted numerous companies desiring
to lease or own properties located within a Reckson park. For certain companies
desiring to own properties, Reckson provided construction and other services
throughout the building process. The Company owns or has an interest in 34
Properties in this industrial park encompassing approximately 1.6 million square
feet which were 97.6% leased to approximately 62 tenants as of December 31,
1996. The average occupancy rates for these Properties during the years 1991
through 1996 were 96.6%, 95.7%, 94.6%, 100%, 98.6% and 97.6%, respectively.

AIRPORT INTERNATIONAL PLAZA. This park is a 200-acre industrial park
containing 32 buildings with approximately 1.4 million square feet and,
according to Cushman & Wakefield, is one of the 10 largest industrial parks on
Long Island (based on square footage). The Airport International Plaza project
was developed by Reckson between 1969 and 1988 primarily to accommodate
industrial research and development tenants and was the first high-technology
industrial park built in New York State. In 1973, the project received an Archi
Award for landscaping. The Company owns or has an interest in 17 Properties in
this industrial park encompassing approximately 811,000 square feet that were
94.2% leased to approximately 50 tenants as of December 31, 1996.

THE COUNTY LINE INDUSTRIAL CENTER. This industrial park was developed by
Reckson between 1972 and 1986 and encompasses six buildings with approximately
one million square feet on more than 28-acres located in proximity to the
well-traveled "Route 110 corridor." The Company owns four Properties in this
industrial park encompassing approximately 342,000 square feet that were 100%
leased to approximately 12 tenants as of December 31, 1996. The park currently
serves as the corporate headquarters for Liuski International and Chyron
Corporation.

In addition to its industrial parks, as of December 31, 1996, the Company
owned 19 standalone Industrial Properties. As of December 31, 1996, these
Properties were 96.7% leased to approximately 35

S-29
<PAGE>
tenants. These Properties are primarily tenanted by "high technology" firms and
have higher office finishes and Base Rental rates than the Properties located in
the industrial parks. In addition, the Company has been granted an option to
acquire one other standalone industrial property, encompassing approximately
39,500 square feet (593 Acorn Street). See "--The Option Properties."

LEASE EXPIRATIONS. The following table sets forth a schedule of the lease
expirations for the Industrial Properties for leases in place as of December 31,
1996, assuming that none of the tenants exercises renewal options or termination
rights, if any.

<TABLE>
<CAPTION>
CUMULATIVE
PERCENTAGE OF PERCENTAGE OF RENT PER
TOTAL LEASED TOTAL LEASED SQUARE FOOT
NUMBER OF SQUARE FEET SQUARE FEET SQUARE FEET RENT UNDER UNDER
LEASES SUBJECT TO REPRESENTED BY REPRESENTED BY EXPIRING EXPIRING
YEAR OF LEASE EXPIRATION EXPIRING EXPIRING LEASES EXPIRING LEASES EXPIRING LEASES LEASES(1) LEASES(2)
- --------------------------------- ------------- --------------- ----------------- --------------- ------------ -------------
<S> <C> <C> <C> <C> <C> <C>
1997............................. 23 170,371 4.3% 4.3% $ 834,835 $ 4.90
1998............................. 31 581,841 14.5% 18.8% $ 3,796,462 $ 6.52
1999............................. 34 590,524 14.8% 33.6% $ 3,698,209 $ 6.26
2000............................. 19 405,386 10.1% 43.7% $ 1,983,156 $ 4.89
2001............................. 26 768,145 19.2% 62.9% $ 4,350,857 $ 5.66
2002............................. 4 22,273 .6% 63.5% $ 193,768 $ 8.70
2003 and thereafter.............. 36 1,460,785 36.5% 100.0% -- --
--- --------------- -----
Total............................ 173 3,999,325 100.0%
--- --------------- -----
--- --------------- -----
</TABLE>

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

(1) Represents annualized Base Rent as of the lease expiration date plus
non-recoverable operating expense pass-throughs attributable to leases
expiring during the referenced period.

(2) Total annual Base Rent of leases that expire during such period (calculated
as described in (1)) divided by total square footage under such leases.

LEASING ACTIVITY. The following table sets forth a schedule of new leases
signed, the annualized Base Rent per leased square foot and Effective Rent per
leased square foot thereunder for the Industrial Properties for the years 1991
to 1996.

<TABLE>
<CAPTION>
NUMBER OF ANNUALIZED BASE RENT PER EFFECTIVE RENT PER LEASED
YEAR LEASES LEASED SQUARE FOOT(1) SQUARE FOOT(2)
- --------------------------------------------------- --------------- ------------------------- -------------------------
<S> <C> <C> <C>
1996............................................... 41 $ 6.39 $ 5.95
1995............................................... 35 $ 5.99 $ 5.72
1994............................................... 59 $ 5.43 $ 5.09
1993............................................... 41 $ 5.28 $ 5.04
1992............................................... 46 $ 4.87 $ 4.47
1991............................................... 36 $ 4.21 $ 3.97
</TABLE>

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

(1) Represents annualized monthly Base Rent from signed leases at period end
divided by leased square feet.

(2) Represents annualized monthly Effective Rent divided by leased square feet.

S-30
<PAGE>
TENANT INFORMATION. The Industrial Properties are leased to approximately
160 tenants which utilize the Properties for distribution, warehousing, research
and development and light manufacturing/assembly activities. On a pro forma
basis (giving effect to signed leases in effect subsequent to December 31,
1996), for the 12-month period ending December 31, 1997, the largest industrial
tenant, Estee Lauder, accounted for approximately 1.7% of the Company's pro
forma total annual Base Rent (including the New Jersey Portfolio). The following
table sets forth the annual Base Rent at December 31, 1996 derived from the 15
largest industrial tenants for the Industrial Properties.

<TABLE>
<CAPTION>
NUMBER OF SQUARE FEET ANNUAL BASE
TENANTS(1) LEASES LEASED RENT(2)
- ------------------------------------------------------------------------- ----------- ----------- -------------
<S> <C> <C> <C>
Estee Lauder............................................................. 2 285,000 $ 1,744,926
Symbol Technologies Inc.................................................. 3 223,023 1,314,297
New Breed Leasing Corporation............................................ 1 297,000 1,270,687
Enzon Inc................................................................ 1 87,890 1,080,936
American Tissue.......................................................... 2 229,000 973,864
Regent Sheffield Limited................................................. 1 76,312 851,296
Petroleum Heat and Power Co., Inc. ...................................... 1 35,000 628,833
Nu Horizons Electronics Corp. ........................................... 1 78,000 602,928
Fonar Corp............................................................... 1 78,240 599,511
IDR Corp. ............................................................... 1 54,000 429,885
Henlopen Manufacturing Co., Inc.......................................... 1 67,922 423,946
A.J. Cohen............................................................... 2 108,000 421,200
Ullman Co. .............................................................. 1 127,980 410,412
American Specialty....................................................... 1 135,000 408,252
Pool Cover Corp.......................................................... 1 88,000 339,888
----- ----------- -------------
Total................................................................ 20 1,970,367 $ 11,500,861
----- ----------- -------------
----- ----------- -------------
as a percentage of Total Industrial Leased............................... 11.56% 49.27% 50.33%
</TABLE>

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

(1) Excludes Executive Center tenants. Executive Center tenants account for
annual Base Rent of $373,338.

S-31
<PAGE>
DISTRIBUTION OF LEASES BY LEASED SPACE. The following table sets forth
information relating to the diversity of the Company's tenants at the Industrial
Properties under lease at December 31, 1996.

<TABLE>
<CAPTION>
NUMBER OF PERCENT OF TOTAL SQUARE PERCENT OF ANNUAL BASE RENT PERCENT OF
SQUARE FEET UNDER LEASE LEASES TOTAL FEET TOTAL (THOUSANDS)(1) TOTAL
- ---------------------------------- ------------- ----------- ------------ ----------- ---------------- -----------
<S> <C> <C> <C> <C> <C> <C>
Less than 2,500................... 20 11.6% 33,184 .8% $ 241 1.0%
2,501-5,000....................... 31 17.9% 123,447 3.1% $ 718 3.1%
5,001-10,000...................... 35 20.2% 276,905 6.9% $ 1,772 7.8%
10,001-20,000..................... 31 17.9% 460,944 11.6% $ 2,560 11.2%
20,001-40,000..................... 30 17.3% 813,062 20.3% $ 4,996 21.9%
40,001+........................... 26 15.1% 2,291,783 57.3% $ 12,566 55.0%
--- ----- ------------ ----- ------- -----
173 100.0% 3,999,325 100.0% $ 22,853 100.0%
--- ----- ------------ ----- ------- -----
--- ----- ------------ ----- ------- -----
</TABLE>

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

The following table sets forth certain information as of December 31, 1996
for each of the Industrial Properties.
<TABLE>
<CAPTION>
PERCENTAGE
OWNERSHIP OFFICE/
INTEREST RESEARCH
COMPANY'S (GROUND LEASE LAND CLEARANCE AND
PERCENTAGE EXPIRATION YEAR AREA HEIGHT DEVELOPMENT
PROPERTY OWNERSHIP DATE) CONSTRUCTED (ACRES) (FEET) (1) FINISH
- ------------------------------ --------------- --------------- ---------------- ----------- --------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Vanderbilt Industrial Park
Hauppauge, NY
360 Vanderbilt Motor
Parkway................... 100% Fee 1967 4.2 16 62%
410 Vanderbilt Motor
Parkway................... 100% Fee 1965 3.0 15 7%
595 Old Willets Path........ 100% Fee 1968 3.5 14 14%
611 Old Willets Path........ 100% Fee 1963 3.0 14 11%
631/641 Old Willets Path.... 100% Fee 1965 1.9 14 31%
651/661 Old Willets Path.... 100% Fee 1966 2.0 14 45%
671 Old Willets Path........ 100% Fee 1966 1.5 14 8%
681 Old Willets Path........ 100% Fee 1961 1.3 14 10%
740 Old Willets Path........ 100% Fee 1965 3.5 14 5%
325 Rabro Dr................ 100% Fee 1967 2.7 14 10%
250 Kennedy Dr.............. 100% Fee 1979 7.0 16 9%
90 Plant Ave................ 100% Fee 1972 4.3 16 13%
110 Plant Ave............... 100% Fee 1974 6.8 18 8%
55 Engineers Rd............. 100% Fee 1968 3.0 18 8%
65 Engineers Rd............. 100% Fee 1969 1.8 22 10%
85 Engineers Rd............. 100% Fee 1968 2.3 18 5%
100 Engineers Rd............ 100% Fee 1968 5.0 14 11%
150 Engineers Rd............ 100% Fee 1969 6.8 22 11%
20 Oser Ave................. 100% Fee 1979 5.0 16 18%
30 Oser Ave................. 100% Fee 1978 4.4 16 21%
40 Oser Ave................. 100% Fee 1974 3.1 16 33%
50 Oser Ave................. 100% Fee 1975 4.1 21 15%
60 Oser Ave................. 100% Fee 1975 3.3 21 19%
63 Oser Ave................. 100% Fee 1974 1.2 20 9%
65 Oser Ave................. 100% Fee 1975 1.2 18 10%
73 Oser Ave................. 100% Fee 1974 1.2 20 15%
80 Oser Ave................. 100% Fee 1974 1.1 18 25%
85 Nicon Ct................. 100% Fee 1978(5) 6.1 30 10%
90 Oser Ave................. 100% Fee 1973 1.1 16 26%
104 Parkway Dr.............. 100% Fee 1985(9) 1.8 15 50%
110 Ricefeld Ln............. 100% Fee 1980(9) 2.0 15 25%
120 Ricefeld Ln............. 100% Fee 1983(9) 2.0 15 24%
125 Ricefeld Ln............. 100% Fee 1973(9) 2.0 14 20%
135 Ricefeld Ln............. 100% Fee 1981(9) 2.1 15 10%
-----------
Total--Vanderbilt
Industrial Park......... 105.3
-----------
-----------
(continued)

ANNUAL BASE NUMBER OF
PERCENT ANNUAL RENT PER TENANT
PROPERTY SQUARE FEET LEASED BASE RENT (2)(3) LEASED SQ. FT. LEASES
- ------------------------------ ------------ ------------ ----------------- ----------------- ---------------
<S> <C> <C> <C> <C> <C>
Vanderbilt Industrial Park
Hauppauge, NY
360 Vanderbilt Motor
Parkway................... 54,000 100.0% $ 429,885 $ 7.96 1
410 Vanderbilt Motor
Parkway................... 41,784 100.0% $ 182,584 $ 4.37 4
595 Old Willets Path........ 31,670 100.0% $ 146,391 $ 4.62 4
611 Old Willets Path........ 20,000 100.0% $ 108,238 $ 5.41 2
631/641 Old Willets Path.... 25,000 80.0% $ 134,373 $ 6.72 2
651/661 Old Willets Path.... 25,000 60.0% $ 97,246 $ 6.48 5
671 Old Willets Path........ 20,000 100.0% $ 89,781 $ 4.49 1
681 Old Willets Path........ 15,000 100.0% $ 68,984 $ 4.60 1
740 Old Willets Path........ 30,000 100.0% $ 29,676 $ 0.99 1
325 Rabro Dr................ 35,000 33.4% $ 70,290 $ 6.02 1
250 Kennedy Dr.............. 127,980 100.0% $ 410,412 $ 3.21 1
90 Plant Ave................ 75,000 100.0% $ 326,456 $ 4.35 3
110 Plant Ave............... 125,000 100.0% $ 515,004 $ 4.12 1
55 Engineers Rd............. 36,000 100.0% $ 290,916 $ 8.08 1
65 Engineers Rd............. 23,000 100.0% $ 121,555 $ 5.29 1
85 Engineers Rd............. 40,800 100.0% $ 113,842 $ 2.79 2
100 Engineers Rd............ 88,000 100.0% $ 339,888 $ 3.86 1
150 Engineers Rd............ 135,000 100.0% $ 408,252 $ 3.02 1
20 Oser Ave................. 42,000 100.0% $ 262,069 $ 6.24 3
30 Oser Ave................. 42,000 100.0% $ 284,886 $ 6.78 5
40 Oser Ave................. 59,800 100.0% $ 257,175 $ 4.30 13
50 Oser Ave................. 60,000 100.0% $ 234,000 $ 3.90 1
60 Oser Ave................. 48,000 100.0% $ 187,200 $ 3.90 1
63 Oser Ave................. 22,000 100.0% $ 100,650 $ 4.58 1
65 Oser Ave................. 20,000 100.0% $ 107,196 $ 5.36 1
73 Oser Ave................. 20,000 100.0% $ 107,178 $ 5.36 1
80 Oser Ave................. 19,500 100.0% $ 60,326 $ 3.09 1
85 Nicon Ct................. 104,000 100.0% $ 458,860 $ 4.41 1
90 Oser Ave................. 37,500 100.0% $ 116,718 $ 3.11 1
104 Parkway Dr.............. 27,600 100.0% $ 178,500 $ 6.44 1
110 Ricefeld Ln............. 32,264 100.0% $ 144,851 $ 4.99 1
120 Ricefeld Ln............. 33,060 100.0% $ 156,000 $ 4.72 1
125 Ricefeld Ln............. 30,495 100.0% $ 181,264 $ 5.94 1
135 Ricefeld Ln............. 32,340 100.0% $ 188,001 $ 5.81 1
------------ ----------------- ---
Total--Vanderbilt
Industrial Park......... 1,578,793 97.6% $ 6,908,647 $ 4.48 67
------------ ----------------- ---
------------ ----------------- ---

</TABLE>

S-32
<PAGE>
<TABLE>
<CAPTION>
PERCENTAGE
OWNERSHIP OFFICE/
INTEREST RESEARCH
COMPANY'S (GROUND LEASE LAND CLEARANCE AND
PERCENTAGE EXPIRATION YEAR AREA HEIGHT DEVELOPMENT
PROPERTY OWNERSHIP DATE) CONSTRUCTED (ACRES) (FEET) (1) FINISH
- ------------------------------ --------------- --------------- ---------------- ----------- --------------- ---------------
Airport International Plaza
Islip, NY
<S> <C> <C> <C> <C> <C> <C>
20 Orville Dr............... 100% Fee 1978 1.0 16 50%
25 Orville Dr............... 100% Fee 1970 2.2 16 100%
50 Orville Dr............... 100% Fee 1976 1.6 15 20%
65 Orville Dr............... 100% Fee 1971 2.2 14 13%
70 Orville Dr............... 100% Fee 1975 2.3 22 7%
80 Orville Dr............... 100% Fee 1988 6.5 16 21%
85 Orville Dr............... 100% Fee 1974 1.9 14 20%
95 Orville Dr............... 100% Fee 1974 1.8 14 10%
110 Orville Dr.............. 100% Fee 1979 6.4 24 15%
180 Orville Dr.............. 100% Fee 1982 2.3 16 18%
1101 Lakeland Ave........... 100% Fee 1983 4.9 20 8%
1385 Lakeland Ave........... 100% Fee 1973 2.4 16 18%
125 Wilbur Place............ 100% Fee 1977 4.0 16 31%
140 Wilbur Place............ 100% Fee 1973 3.1 20 37%
160 Wilbur Place............ 100% Fee 1978 3.9 16 30%
170 Wilbur Place............ 100% Fee 1979 4.9 16 28%
4040 Veterans Highway....... 100% Fee 1972 1.0 14 100%
-----------
Total--Airport
International Plaza..... 52.4
-----------
-----------
County Line Industrial Center
Melville, NY
5 Hub Dr.................... 100% Fee 1979 6.9 20 20%
10 Hub Dr................... 100% Fee 1975 6.6 20 15%
30 Hub Dr................... 100% Fee 1976(9) 5.1 20 18%
265 Spagnoli Rd............. 100% Fee 1978 6.0 20 28%
-----------
Total--County Line
Industrial Center....... 24.6
-----------
-----------
Standalone Industrial
Properties
32 Windsor Pl.
Islip, NY................. 100% Fee 1971 2.5 18 10%
42 Windsor Pl.
Islip, NY................. 100% Fee 1972 2.4 18 8%
208 Blydenburgh Rd.
Islandia, NY.............. 100% Fee 1969 2.4 14 17%
210 Blydenburgh Rd.
Islandia, NY.............. 100% Fee 1969 1.2 14 16%
71 Hoffman Ln.
Islandia, NY.............. 100% Fee 1970 5.8 16 10%
300 Motor Parkway
Hauppauge, NY............. 100% Fee 1979 4.2 14 100%
933 Motor Parkway
Smithtown, NY............. 100% Fee 1973 5.6 20 26%
65 S. Service Rd. (4)
Plainview, NY............. 100% Fee 1961 1.6 14 10%
85 S. Service Rd.
Plainview, NY............. 100% Fee 1961 1.6 14 60%
135 Fell Ct.
Islip, NY................. 100% Fee 1965(7) 3.2 16 20%
40 Cragwood Rd.
S. Plainfield, NJ......... 100% Fee 1965 13.5 16 49%
110 Marcus Drive
Huntington, NY............ 100% Fee 1980 6.1 20 39%
1516 Motor Parkway
Hauppauge, NY............. 100% Fee 1981(5) 7.9 24 5%
19 Nicholas Drive
Yaphank, NY............... 100% Fee(6) 1989(5) 29.6 24 5%
70 Schmitt Boulevard
Farmingdale, NY........... 100% Fee 1975(5) 4.4 18 10%
(continued)

ANNUAL BASE NUMBER OF
PERCENT ANNUAL RENT PER TENANT
PROPERTY SQUARE FEET LEASED BASE RENT (2)(3) LEASED SQ. FT. LEASES
- ------------------------------ ------------ ------------ ----------------- ----------------- ---------------
Airport International Plaza
Islip, NY
<S> <C> <C> <C> <C> <C>
20 Orville Dr............... 12,852 100.0% $ 93,880 $ 7.30 1
25 Orville Dr............... 32,300 72.4% $ 320,897 $ 13.73 1
50 Orville Dr............... 28,000 0.0% $ 0 $ 0.00 0
65 Orville Dr............... 32,000 100.0% $ 151,484 $ 4.73 2
70 Orville Dr............... 41,508 100.0% $ 266,011 $ 6.41 2
80 Orville Dr............... 92,544 100.0% $ 620,965 $ 6.71 10
85 Orville Dr............... 25,000 100.0% $ 119,730 $ 4.79 1
95 Orville Dr............... 25,000 100.0% $ 120,000 $ 4.80 1
110 Orville Dr.............. 110,000 100.0% $ 607,567 $ 5.52 1
180 Orville Dr.............. 37,612 100.0% $ 206,014 $ 5.48 2
1101 Lakeland Ave........... 90,411 100.0% $ 581,837 $ 6.44 1
1385 Lakeland Ave........... 35,000 100.0% $ 172,603 $ 4.93 3
125 Wilbur Place............ 62,686 84.2% $ 233,751 $ 4.43 12
140 Wilbur Place............ 48,500 100.0% $ 260,253 $ 5.37 2
160 Wilbur Place............ 62,710 100.0% $ 403,273 $ 6.43 6
170 Wilbur Place............ 72,062 100.0% $ 333,745 $ 4.63 9
4040 Veterans Highway....... 2,800 100.0% $ 54,061 $ 19.31 1
------------ ----------------- ---
Total--Airport
International Plaza..... 810,985 94.2% $ 4,546,071 $ 5.95 55
------------ ----------------- ---
------------ ----------------- ---
County Line Industrial Center
Melville, NY
5 Hub Dr.................... 88,001 100.0% $ 464,084 $ 5.27 2
10 Hub Dr................... 95,546 100.0% $ 628,496 $ 6.58 6
30 Hub Dr................... 73,127 100.0% $ 348,738 $ 4.77 2
265 Spagnoli Rd............. 85,500 100.0% $ 565,230 $ 6.61 4
------------ ----------------- ---
Total--County Line
Industrial Center....... 342,174 100.0% $ 2,006,548 $ 5.86 14
------------ ----------------- ---
------------ ----------------- ---
Standalone Industrial
Properties
32 Windsor Pl.
Islip, NY................. 43,000 100.0% $ 123,200 $ 2.87 1
42 Windsor Pl.
Islip, NY................. 65,000 100.0% $ 210,600 $ 3.24 1
208 Blydenburgh Rd.
Islandia, NY.............. 24,000 94.3% $ 109,414 $ 4.83 4
210 Blydenburgh Rd.
Islandia, NY.............. 20,000 100.0% $ 90,379 $ 4.52 4
71 Hoffman Ln.
Islandia, NY.............. 30,400 100.0% $ 162,358 $ 5.34 1
300 Motor Parkway
Hauppauge, NY............. 55,942 82.4% $ 673,525 $ 14.60 10
933 Motor Parkway
Smithtown, NY............. 48,000 100.0% $ 309,504 $ 6.45 1
65 S. Service Rd. (4)
Plainview, NY............. 10,000 100.0% $ 53,050 $ 5.31 1
85 S. Service Rd.
Plainview, NY............. 20,000 100.0% $ 124,497 $ 6.22 2
135 Fell Ct.
Islip, NY................. 30,000 100.0% $ 222,756 $ 7.43 1
40 Cragwood Rd.
S. Plainfield, NJ......... 135,000 74.0% $ 1,186,365 $ 11.87 2
110 Marcus Drive
Huntington, NY............ 78,240 100.0% $ 599,511 $ 7.66 1
1516 Motor Parkway
Hauppauge, NY............. 140,000 100.0% $ 837,200 $ 5.98 1
19 Nicholas Drive
Yaphank, NY............... 145,000 100.0% $ 907,726 $ 6.26 1
70 Schmitt Boulevard
Farmingdale, NY........... 76,312 100.0% $ 851,296 $ 11.16 1

</TABLE>

S-33
<PAGE>
<TABLE>
<CAPTION>
PERCENTAGE
OWNERSHIP OFFICE/
INTEREST RESEARCH
COMPANY'S (GROUND LEASE LAND CLEARANCE AND
PERCENTAGE EXPIRATION YEAR AREA HEIGHT DEVELOPMENT
PROPERTY OWNERSHIP DATE) CONSTRUCTED (ACRES) (FEET) (1) FINISH
- ------------------------------ --------------- --------------- ---------------- ----------- --------------- ---------------
105 Price Parkway
Farmingdale, NY........... 100% Fee 1969(9) 12.0 26 8.5%
<S> <C> <C> <C> <C> <C> <C>
70 Maxess Rd.
Melville, NY.............. 100% Fee 1969(5) 9.3 15 38%
48 Harbor Park Dr.
Port Washington, NY....... 100% Fee 1976(9) 2.7 16 100%
20 Melville Rd.
Melville, NY.............. 100% Fee 1965(9) 4.0 23 66%
-----------
Total--Standalone
Industrial Properties... 120.0
-----------
-----------
PROPERTIES UNDER
RE-DEVELOPMENT
100 Andrews Road............ 100% Fee 1954(9) 7.7 25 --
65 Marcus Dr................ 100% Fee 1968(9) 5.0 16 --
-----------
Total--Properties under
re-development.......... 12.7
-----------
-----------
Total--Industrial
Properties (8).......... 315.0
-----------
-----------

ANNUAL BASE NUMBER OF
PERCENT ANNUAL RENT PER TENANT
PROPERTY SQUARE FEET LEASED BASE RENT (2)(3) LEASED SQ. FT. LEASES
- ------------------------------ ------------ ------------ ----------------- ----------------- ---------------
105 Price Parkway
Farmingdale, NY........... 297,000 100.0% $ 1,270,687 $ 4.28 1
<S> <C> <C> <C> <C> <C>
70 Maxess Rd.
Melville, NY.............. 78,000 100.0% $ 606,528 $ 7.78 2
48 Harbor Park Dr.
Port Washington, NY....... 35,000 100.0% $ 628,833 $ 17.97 1
20 Melville Rd.
Melville, NY.............. 67,922 100.0% $ 423,946 $ 6.24 1
------------ ----------------- ---
Total--Standalone
Industrial Properties... 1,398,816 96.7% $ 9,391,375 $ 6.94 37
------------ ----------------- ---
------------ ----------------- ---
PROPERTIES UNDER
RE-DEVELOPMENT
100 Andrews Road............ 167,500 -- -- -- --
65 Marcus Dr................ 60,000 -- $ -- $ -- --
------------ ----------------- ---
Total--Properties under
re-development.......... 227,500 -- $ -- $ -- --
------------ ----------------- ---
------------ ----------------- ---
Total--Industrial
Properties (8).......... 4,358,268 96.8% $ 22,852,641 $ 5.71 173
------------ ----------------- ---
------------ ----------------- ---
</TABLE>

- ----------------------------------------
(1) Calculated as the difference from the lowest beam to floor.
(2) Represents Base Rent of signed leases at December 31, 1996 adjusted for
scheduled contractual increases during the 12 months ending December 31,
1997. Total Base Rent for these purposes reflects the effect of any lease
expirations that occur during the 12 month period ending December 31, 1997.
Amounts included in rental revenue for financial reporting purposes have
been determined on a straight-line basis rather than on the basis of
contractual rent as set forth in the foregoing table.
(3) Base Rents differ from Effective Rents in that Effective Rents have been
adjusted on a straight-line basis for free rent periods, tenant improvements
and leasing commissions. Information regarding the Company's historical
tenant improvement and leasing commission costs is set forth under
"--Historical Non-Incremental Revenue-Generating Capital Expenditures,
Tenant Improvement Costs and Leasing Commissions."
(4) A tenant has been granted an option exercisable after April 30, 1997 and
prior to October 31, 2002 to purchase this property for $600,000.
(5) Acquired in 1995.
(6) The actual fee interest in 19 Nicholas Drive is currently held by the Town
of Brookhaven Industrial Development Agency. The Company may acquire such
fee interest on or after April 30, 1999 by making a nominal payment to the
Town of Brookhaven Industrial Development Agency.
(7) Acquired in 1992.
(8) Percent leased data excludes the Properties under re-development.
(9) Acquired in 1996.

RETAIL PROPERTIES

As of December 31, 1995, the Company owned two free-standing 10,000 square
foot retail properties. One retail property was 100% leased as of December 31,
1995, to a single tenant and one retail property was vacant. The lease expires
in 2000. The retail properties are located in Great Neck, New York and
Huntington, New York.

LAND HELD FOR DEVELOPMENT

As of December 31, 1996, the Company owned approximately 140 acres of land
in nine separate parcels, five of which are located in Suffolk County, New York
and one of which is located adjacent to the Industrial Property in South
Plainfield, New Jersey. The parcels have been zoned for potential industrial and
retail development. The Company plans to seek "build to suit" opportunities as
market conditions permit.

S-34
<PAGE>
HISTORICAL NON-INCREMENTAL REVENUE-GENERATING CAPITAL EXPENDITURES, TENANT
IMPROVEMENT COSTS AND LEASING COMMISSIONS

The following table sets forth annual and per square foot recurring,
non-incremental revenue-generating capital expenditures and non-incremental
revenue-generating tenant improvement costs and leasing commissions to retain
revenues attributable to existing leased space for the period 1992 through 1996
for the Long Island Office Properties, the Westchester Office Properties and the
Industrial Properties. As noted, revenue-generating tenant improvement costs and
leasing commissions are excluded from the table set forth immediately below. The
historical capital expenditures, tenant improvement costs and leasing
commissions set forth below are not necessarily indicative of future recurring,
non-incremental revenue-generating capital expenditures or non-incremental
revenue-generating tenant improvement costs and leasing commissions.

<TABLE>
<CAPTION>
1992 1993 1994 1995 1996
---------- ---------- ---------- ---------- ------------
<S> <C> <C> <C> <C> <C>
CAPITAL EXPENDITURES
LONG ISLAND OFFICE PROPERTIES
Annual..................................... $ 355,562 $ 227,996 $ 158,340 $ 364,545 $ 212,694
Per square foot............................ .23 .15 .10 .19 .11
WESTCHESTER OFFICE PROPERTIES
Annual..................................... N/A N/A N/A N/A $ 162,332
Per square foot............................ N/A N/A N/A N/A .16
INDUSTRIAL PROPERTIES
Annual..................................... $ 119,568 $ 276,052 $ 524,369 $ 290,457 $ 670,751
Per square foot............................ .04 .09 .18 .08 .18
NON-INCREMENTAL REVENUE-GENERATING TENANT IMPROVEMENT COSTS AND
LEASING COMMISSIONS
LONG ISLAND OFFICE PROPERTIES
Annual Tenant Improvement Costs............ $ 79,405 $ 406,602 $ 902,312 $ 452,057 $ 523,574
Per square foot improved................... 1.04 1.93 5.13 4.44 4.28
Annual Leasing Commissions................. 154,583 670,736 341,253 144,925 119,047
Per square foot leased..................... 2.03 3.18 1.94 1.42 .97
Total per square foot...................... $ 3.07 $ 5.11 $ 7.07 $ 5.86 $ 5.25
WESTCHESTER OFFICE PROPERTIES
Annual Tenant Improvement Costs............ N/A N/A N/A N/A $ 834,764
Per square foot improved................... N/A N/A N/A N/A 6.33
Annual Leasing Commissions................. N/A N/A N/A N/A 264,388
Per square foot leased..................... N/A N/A N/A N/A 2.00
Total per square foot...................... N/A N/A N/A N/A $ 8.33
INDUSTRIAL PROPERTIES
Annual Tenant Improvement Costs............ $ 216,854 $ 186,761 $ 585,891 $ 210,496 $ 380,334
Per square foot improved................... .77 .33 .88 .90 .72
Annual Leasing Commissions................. 100,387 278,905 176,040 107,351 436,213
Per square foot leased..................... .35 .49 .27 .46 .82
Total per square foot...................... $ 1.12 $ .82 $ 1.15 $ 1.36 $ 1.54
</TABLE>

THE OPTION PROPERTIES

Six properties owned by Reckson (the "Reckson Option Properties") and four
properties in which Reckson owned a non-controlling minority interest (the
"Other Option Properties") were not contributed to the Operating Partnership
upon completion of the IPO. However, the Operating Partnership was granted
10-year options to acquire interests in the Option Properties under the terms
and conditions

S-35
<PAGE>
described below. As of the date hereof, the Company has acquired or contracted
to acquire all but two of the Reckson Option Properties.

The two remaining Reckson Option Properties are comprised of a suburban
Class A office property and an industrial property both of which are managed by
the Company. The following is a description of these Reckson Option Properties:

225 BROADHOLLOW ROAD, MELVILLE, NEW YORK. 225 Broadhollow Road is a
four-story Class A suburban office building located in the Huntington Melville
Corporate Center in Melville, New York. The property was constructed in 1982 and
encompasses approximately 185,889 square feet. As of December 31, 1996, the
property was 96.9% leased to 22 tenants at an average annual Base Rent per
leased square foot of $21.11 (calculated on the basis of Base Rent of signed
leases at December 31, 1996 adjusted for contractual increases in Base Rent in
effect during the 12-month period ending December 31, 1997). As of December 31,
1996, this property was encumbered by a first mortgage loan having an
outstanding principal balance of $15,238,865. The loan bears interest at a rate
of 9.0% per year and is scheduled to mature on April 30, 1999.

593 ACORN STREET, BABYLON, NEW YORK. 593 Acorn Street is a standalone
industrial property located in Babylon, New York. The property was constructed
in 1977 and encompasses approximately 39,551 square feet. As of December 31,
1996, the property was 100% leased to two tenants at an average annual Base Rent
per leased square foot of $5.01 (calculated on the basis of Base Rent of signed
leases at December 31, 1996 adjusted for contractual increases in Base Rent in
effect during the 12-month period ending December 31, 1997). As of December 31,
1996, this property was encumbered by a first mortgage loan having an
outstanding principal balance of $456,486. The loan bears interest at a rate of
10.0% per year and is scheduled to mature on September 30, 2000.

The Other Option Properties are comprised of 320 SERVICE ROAD, MELVILLE, NEW
YORK; GATEWAY BUSINESS CENTER, 460 WAVERLY AVENUE, PATCHOGUE, NEW YORK; 900 WALT
WHITMAN ROAD, MELVILLE, NEW YORK; AND 333 NORTH BROADWAY, HICKSVILLE, NEW YORK.
The Other Option Properties are owned by property partnerships in which Reckson
owns a non-controlling minority interest. The partnership agreements governing
ownership of the Other Option Properties do not permit Reckson to sell or
otherwise dispose of such properties without the consent of Reckson's partners.
Accordingly, as described below, the options granted to the Operating
Partnership with respect to these properties relate only to Reckson's ownership
interests therein.

320 Service Road is a industrial building that is being redeveloped into
Class A office space with approximately 80,400 square feet which is tenanted by
eductional services company. The Gateway Business Center is a retail property
with approximately 30,000 square feet that is tenanted by a wholesaler of
restaurant supplies. 900 Walt Whitman Road is a Class B office building with
approximately 44,000 square feet. 333 North Broadway is an office building with
approximately 27,000 square feet that is currently under renovation.

The Operating Partnership has been granted options, exercisable over a
10-year period that commenced upon closing of the IPO, to acquire each of the
Reckson Option Properties and Reckson's ownership interest in the Other Option
Properties at a purchase price equal to the lesser of (i) a fixed price (the
"Fixed Price") and (ii) the Net Operating Income attributable to such Option
Property during the 12-month period preceding exercise of the option by the
Operating Partnership (multiplied by Reckson's percentage ownership interest in
the case of the Other Option Properties) divided by a capitalization rate of
11.5%; provided that, in no event shall the purchase price be less than the
outstanding balance of the mortgage debt encumbering the Option Property
(multiplied by Reckson's percentage ownership interest in the case of the Other
Option Properties) on the acquisition date. Net Operating Income is defined
generally for these purposes as gross income minus annual operating costs. The
Fixed Price for 225 Broadhollow Road and 593 Acorn Street is $21,242,000 and
$878,100, respectively. The Fixed Price for Reckson's ownership interest in 320
Service Road, the Gateway Business Center, 900 Walt Whitman Road

S-36
<PAGE>
and 333 North Broadway shall be approximately $3,900,000, $903,000, $2,700,000
and $1,600,000, respectively, multiplied in each case by Reckson's percentage
ownership therein. The portion of the purchase price not required to repay
mortgage debt and other transaction costs incurred in connection with the sale
of such Option Property shall be payable in Units.

The Reckson partnerships that currently own the Reckson Option Properties
may sell any of these properties to a party other than the Operating
Partnership, provided that the selling entity provides the Company with 30-days
advance notice of such sale. Upon receiving such notice, the Company may then
elect to exercise the option to acquire the Reckson Option Property and, if it
so chooses, sell the property to such party.

In addition to the foregoing, in the event that a sale of any Option
Property to a third party is consummated, the Operating Partnership will receive
"Reckson's Net After Tax Profit" from such sale. Reckson's Net After Tax Profit
is defined generally for such purposes as the product of (i) Reckson's
percentage ownership interest in the Option Property (100% in the case of
Reckson Option Properties) multiplied by (ii) the excess of the gross sales
price over the total of any outstanding mortgage or other encumbrance, the
federal income tax payable by the partners as a result of the sale, as well as
other transaction costs incurred in connection with the sale of such Option
Property, including transfer taxes, closing adjustments, brokerage commissions,
legal fees and accounting fees.

The terms of the options granted to the Operating Partnership with respect
to the Option Properties have not been based on appraisals and are not the
product of an arm's-length negotiation since members of the Rechler family
maintain an ownership interest in such Option Properties. However, management
believes that such terms are fair to the Company and a determination by the
Operating Partnership to exercise an option to acquire an interest in any Option
Property shall be subject to the approval of the Independent Directors and, with
respect to interests in the Other Option Properties, the approval of Reckson's
partners.

MORTGAGE INDEBTEDNESS

The following table sets forth certain information as of September 30, 1996
regarding the mortgage debt of the Company.

<TABLE>
<CAPTION>
ESTIMATED
PRINCIPAL INTEREST PROJECTED ANNUAL MATURITY PREPAYMENT
PROPERTY BALANCE RATE DEBT SERVICE DATE PREMIUM
- ------------------------------------------------ ------------------ ------------ ---------------- ---------- -------------
<S> <C> <C> <C> <C> <C>
6800 Jericho Turnpike (North Shore Atrium I).... $15,001,000 7 1/4% $1,087,500 6/10/00 (1)
6900 Jericho Turnpike (North Shore Atrium II)... $5,279,000 7 1/4% $382,700 6/10/00 (1)
200 Broadhollow Rd.............................. $6,649,000 7 3/4 % $515,300 6/02/02 (2)
395 North Service Road.......................... $10,000,000 6.82 % $682,000 6/02/00 None
50 Charles Lindbergh Blvd....................... $15,479,000 7 1/4 % $1,122,200 7/10/01 (3)
333 Earl Ovington Blvd. (The Omni)(4)........... $31,660,000 (5) 7 4/5 (6) $2,469,477 6/02/00 None
$10,000,000 (7) 8 (8) $800,000 12/20/00 None
310 East Shore Rd............................... $2,323,000 8 % $185,800 7/01/02 (9)
80 Orville Dr................................... $2,616,000 7 1/2 10) $196,200 2/01/04 (1)
70 Maxess Road.................................. $1,900,000 8 3/4 % $166,300 12/21/00 None
70 Schmitt Boulevard............................ $685,000 9 1/4 % $63,400 8/01/99 None
580 White Plains Road........................... $9,165,000 7 3/8 % $676,000 9/01/00 (1)
------------------ ----------------
TOTAL........................................... $110,757,000 $8,346,877
------------------ ----------------
------------------ ----------------
</TABLE>

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

(1) Yield maintenance.

S-37
<PAGE>
(2) Not prepayable, in whole or in part, on or before five years from the date
of the closing of the IPO. Thereafter, the entire loan may be prepaid
without any prepayment premium on 60 days' notice.

(3) Currently 4.0% of outstanding principal; to decline 1/2 of 1% per year.

(4) The Company has a 60% general partnership interest in the Omni Partnership.
The Company's proportionate share of the aggregate principal amount of
mortgage debt on the Omni is $22.9 million.

(5) $26 million of this principal amount is attributable to a first mortgage
loan (the "First Mortgage Loan") and $5,660,000 to a borrowing under a
credit facility provided by the lender of the First Mortgage Loan to finance
tenant improvements, leasing commissions and other lease-up costs (the "TI
Facility"). Borrowings under the TI Facility are made under the same terms
as the First Mortgage Loan. The Company has guaranteed $15.6 million (60%)
of the outstanding loan balance of the First Mortgage Loan due during an
initial term of two years, and $5.6 million thereof subsequent to the
initial two years. In addition, the Company has guaranteed 60% of the
outstanding borrowings under the TI Facility during such initial two year
term and, thereafter, 100% of such borrowings. Also, the Company has
guaranteed the payment of ground lease payments, real estate taxes and
insurance. The Company is negotiating to obtain a commitment to refinance
this mortgage debt. See "Recent Developments--Financing Activities--Other
Financing Activities."

(6) Under the terms of the loan, interest is normally payable at a variable rate
per annum equal to 1.5% above the 30-day LIBOR; however, prior to completion
of the IPO, the Company entered into an interest rate swap agreement that
effectively fixed the interest rate on the $27.2 million principal amount
outstanding on the date of the IPO during the term of the loan at no greater
than 7.8%.

(7) Subordinated in full to the outstanding balance of the First Mortgage Loan
and borrowings under the TI Facility.

(8) Interest is currently payable at a rate of 8%, with such rate increasing to
8 1/2% on January 1, 1998 for the remainder of the term.

(9) Not prepayable for two years; thereafter 5% of the amount being prepaid;
reduced by 1% each year thereafter but not less than 1%.

(10) Interest rate increases to 10.1% after the first five years of the loan.

THE CREDIT FACILITY

The Operating Partnership has established a Credit Facility with Salomon
Brothers Realty Corp. ("SBRC"). The Credit Facility has a maximum borrowing
amount of $150 million and is subject to a one-year extension option described
below. On February 22, 1996 the Operating Partnership amended and restated the
Credit Facility pursuant to which the interest rate thereon was reduced from
one-month LIBOR plus 2.00% to one-month LIBOR plus 1.75% and certain additional
modifications were made. The terms of the Credit Facility are described below.
As of December 31, 1996, borrowings under the Credit Facility aggregated
approximately $109 million.

Borrowings under the Credit Facility are guaranteed by Reckson FS Limited
Partnership (the "Financing Partnership") and such guarantee is secured by a
first mortgage lien and an unrecorded second mortgage lien on certain Properties
(the "Collateral Properties") that have been contributed by the Operating
Partnership to the Financing Partnership. The Operating Partnership is permitted
to use proceeds derived from borrowings under the Credit Facility for any
purpose consistent with its investment objective and intends to utilize such
proceeds to finance the acquisition of properties and for working capital
purposes.

The Operating Partnership's ability to borrow under the Credit Facility is
subject to the Financing Partnership maintaining Collateral Properties which
have a minimum value as determined by SBRC and a composition generally
acceptable to SBRC, and compliance by the Operating Partnership with a number of
customary financial covenants on an ongoing basis. In that regard, the Operating
Partnership is prohibited from borrowing under the Credit Facility if either (x)
the principal amount of outstanding borrowings under the Credit Facility exceeds
or would exceed (including a proposed borrowing) the quotient resulting from (a)
the cash flow attributable to the Collateral Properties ("Collateral Cash Flow")
divided by a

S-38
<PAGE>
specified level, divided by (b) the highest of three alternative interest rates
(generally, the current interest rate on borrowings under the Credit Facility, a
specified percentage or the prevailing interest rate on five-year U.S. Treasury
instruments plus a spread (the "Loan Constant")) or (y) Collateral Cash Flow
does not equal at least the specified debt service coverage level times the
product of outstanding borrowings under the Credit Facility and the Loan
Constant. In addition, the Operating Partnership is required to satisfy a
minimum debt service coverage test on a monthly basis and to maintain a minimum
level of net operating income, minimum capital and a maximum ratio of total
liabilities to asset value on a quarterly basis in accordance with percentages
set forth in the Credit Facility documentation. The Credit Facility also
requires the Operating Partnership to maintain a reserve for capital
expenditures and accord to SBRC the right to require the Operating Partnership
to establish a reserve for taxes.

Borrowings under the Credit Facility bear interest at a floating rate equal
to one-month LIBOR plus 1.75% (175 basis points). The Credit Facility requires
monthly payments of interest only and advances are limited generally to one per
month with a minimum draw amount.

The Credit Facility is scheduled to mature on June 2, 1997. The Operating
Partnership has the right to extend the Credit Facility for one year upon
payment of an extension fee or to convert outstanding borrowings under the
Credit Facility to a five-year mortgage loan at a fixed rate equal to the
prevailing interest rate on five-year U.S. Treasury instruments plus 350 basis
points, provided that, in each case, certain specified conditions are satisfied.
As noted under "Recent Developments," the Company is negotiating to establish
the New Credit Facility.

S-39
<PAGE>
USE OF PROCEEDS

The net cash proceeds to the Company from the Offering, after deducting the
estimated underwriting discount and estimated expenses, are estimated to be
approximately $147.6 million (approximately $169.8 million if the Underwriters'
over-allotment option is exercised in full). Management intends to use the net
proceeds of the Offering to fund property acquisitions and/or to repay
borrowings incurred under the Credit Facility. See "Recent Developments--Pending
Acquisitions." If the Underwriters' over-allotment option for the Offering is
exercised in full, the Company expects to use the additional net proceeds (which
would be approximately $22.2 million) to fund the acquisition of additional
properties and/or to establish additional working capital.

Pending application of the net proceeds, the Company will invest such net
proceeds in interest-bearing accounts and/or short-term, interest bearing
securities, which are consistent with the Company's intention to qualify for
taxation as a REIT.

S-40
<PAGE>
PRICE RANGE OF COMMON STOCK AND DISTRIBUTION HISTORY

The Company's Common Stock commenced trading on the NYSE on May 25, 1995,
under the symbol "RA." On February 13, 1997, the reported closing sale price per
share of Common Stock on the NYSE was $44 5/8 and there were approximately 258
holders of record of the Company's Common Stock. The following table sets forth
the quarterly high and low closing sales prices per share of the Common Stock
reported on the NYSE and the distributions paid by the Company with respect to
each such period.

<TABLE>
<CAPTION>
QUARTER ENDED HIGH LOW DISTRIBUTION
- ----------------------------------------------------------- --------- --------- -----------
<S> <C> <C> <C>
June 30, 1995 (from June 2, 1995).......................... $ 24.625 $ 24.00 $ .1799 (1)
September 30, 1995......................................... $ 27.875 $ 24.25 $ .5781
December 31, 1995.......................................... $ 29.50 $ 25.875 $ .5781
March 31, 1996............................................. $ 32.25 $ 29.125 $ .5781
June 30, 1996.............................................. $ 33.00 $ 29.25 $ .60 (2)
September 30, 1996......................................... $ 37.125 $ 31.00 $ .60
December 31, 1996.......................................... $ 42.675 $ 35.25 $ .60
March 31, 1997 (through February 13, 1997)................. $ 46.00 $ 40.875 $ .60 (3)
</TABLE>

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

(1) The Company paid a distribution of $.1799 per share of Common Stock on July
14, 1995, for the period June 2, 1995 (the closing date of the IPO) through
June 30, 1995, which was approximately equivalent to a quarterly
distribution of $.5781 and an annual distribution of $2.31 per share of
Common Stock.

(2) Commencing with the distribution for the quarter ended June 30, 1996, the
Board of Directors of the Company increased the quarterly distribution to
$.60 per share, which is equivalent to an annual distribution of $2.40 per
share and represented an increase of $.09 per share or approximately 4% over
the annualized distribution rate of $2.31 per share established at the time
of the IPO.

(3) The Board of Directors of the Company has declared a quarterly cash
distribution of $.60 per share for the quarter ending March 31, 1997 to be
paid April 15, 1997 to holders of record on February 24, 1997. Consequently,
it is anticipated that investors in the Offering will not be entitled to
receive this distribution. This cash dividend will be paid on pre-split
adjusted stock. See "Recent Developments-- Stock Split."

Future distributions by the Company will be at the discretion of the Board
of Directors and will depend on the actual Funds from Operations of the Company,
its financial condition, its capital requirements, the annual distribution
requirements under the REIT provisions of the Code (see "Federal Income Tax
Considerations" in the accompanying Prospectus), and such other factors as the
Board of Directors deems relevant. There can be no assurance that any such
distributions will be made by the Company.

Distributions by the Company to the extent of its current and accumulated
earnings and profits for federal income tax purposes generally will be taxable
to stockholders as ordinary dividend income. Distributions in excess of current
and accumulated earnings and profits will be treated as a non-taxable reduction
of the stockholder's basis in its shares of Common Stock to the extent thereof,
and thereafter as taxable gains. Distributions that are treated as a reduction
of the stockholder's basis in its shares of Common Stock will have the effect of
deferring taxation until the sale of the stockholder's shares.

In the future, the Company may implement a distribution reinvestment program
under which holders of Common Stock may elect automatically to reinvest
distributions in additional Common Stock. The Company may, from time to time,
repurchase Common Stock in the open market for purposes of fulfilling its
obligations under this dividend reinvestment program, if adopted, or may elect
to issue additional Common Stock.

S-41
<PAGE>
HISTORICAL TOTAL RETURN

An investor who purchased Common Stock in the Company's IPO on June 2, 1995,
who reinvested all distributions paid on the distribution payment date in
additional shares of Common Stock, and who held such shares through the close of
business on February 13, 1997, would have had a cumulative pretax total return
of 106.7% (52.4% on a compounded annual basis) based upon the closing price of
the Common Stock on February 13, 1997. Past performance, however, is not
necessarily indicative of the results that will be obtained in the future from
an investment in the Common Stock, and no assurance can be given that an
investor in this Offering will achieve similar returns.

S-42
<PAGE>
CAPITALIZATION

The following table sets forth the capitalization of the Company on an
historical basis and on an as adjusted basis as of September 30, 1996 assuming
(i) the sale by the Company of the Common Stock in the Offering and (ii) the
application of the assumed net proceeds therefrom as if the Offering had
occurred on September 30, 1996. See "Use of Proceeds." The information set forth
in the table should be read in conjunction with combined financial statements of
the Company and notes thereto, the pro forma financial information and notes
thereto incorporated by reference in the accompanying Prospectus.

<TABLE>
<CAPTION>
HISTORICAL AS ADJUSTED
---------- -------------
<S> <C> <C>
(IN THOUSANDS, EXCEPT
SHARE DATA)
DEBT:
Mortgage notes payable............................................................. $ 110,757 $ 160,200(1)
Credit Facility.................................................................... 109,000 55,000(2)
MINORITY INTEREST...................................................................... 37,696 59,606
STOCKHOLDERS' EQUITY:
Common Stock, $.01 par value per share; 100,000,000 authorized; 10,441,166 issued
and outstanding; 15,666,166 issued and outstanding on an as adjusted basis(3).... 105 157
Preferred Stock, $.01 par value per share; 25,000,000 authorized; none issued and
outstanding on an as adjusted basis.............................................. -- --
Additional paid in capital......................................................... 142,114 267,740
Accumulated (deficit)/earnings..................................................... -- --
---------- -------------
Total stockholders' equity......................................................... 142,219 267,897
---------- -------------
Total capitalization............................................................... $ 399,672 $ 542,703
---------- -------------
---------- -------------
</TABLE>

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

(1) Reflects mortgage debt incurred since September 30, 1996. Includes only the
Operating Partnership's proportionate share of the total mortgage debt of
three joint venture properties (two of which are unconsolidated). If the
total consolidated mortgage debt were included, the Company's as adjusted
mortgage notes payable as of September 30, 1996 would aggregate $165,100.

(2) Reflects the net effect of borrowings incurred under the Credit Facility
since September 30, 1996 and application of $64,000 of the net proceeds
hereof.

(3) Reflects the issuance in October 1996 of 1,725,000 shares of Common Stock in
a public offering. Does not include Common Stock reserved for issuance upon
(i) possible exchange of 3,487,527 Units issued and outstanding after the
Offering and (ii) exercise of 724,000 options granted pursuant to the
Company's Stock Option Plans. Does not reflect the two-for-one stock split
that will be effected subsequent to the Offering in April 1997. See "Recent
Developments--Stock Split."

S-43
<PAGE>
SELECTED FINANCIAL INFORMATION

The following table sets forth selected financial and operating information
for the Company and on a combined historical basis for the Reckson Group. The
selected historical operating and balance sheet data of the Company at December
31, 1995 and for the period from June 3, 1995 to December 31, 1995 and of the
Reckson Group for the period from January 1, 1995 to June 2, 1995 and for the
year ended December 31, 1994 have been derived from the historical financial
statements audited by Ernst & Young LLP, independent auditors. The selected
historical operating and balance sheet data of the Company at September 30, 1996
and for the nine months ended September 30, 1996 and for the period from June 3,
1995 to September 30, 1995 has been derived from the unaudited financial
statements of the Company. In the opinion of management, the financial data for
the nine months ended September 30, 1996 and for the period from June 3, 1995 to
September 30, 1995, include all adjustments necessary to present fairly the
information set forth therein.

(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
RECKSON RECKSON
RECKSON ASSOCIATES ASSOCIATES
ASSOCIATES REALTY CORP. RECKSON REALTY CORP. RECKSON
REALTY CORP. JUNE 3, 1995 GROUP JUNE 3, 1995 GROUP
NINE MONTHS ENDED TO JANUARY 1, TO YEAR ENDED
SEPTEMBER 30, SEPTEMBER 30, 1995 TO DECEMBER 31, DECEMBER 31,
1996 1995 JUNE 2, 1995 1995 1994
------------------ -------------- ------------ -------------- ------------
<S> <C> <C> <C> <C> <C>
OPERATING DATA:
Total revenues(1)..................... $ 65,380 $ 21,004 $ 22,270 $ 38,355 $ 55,192
Property operating expenses........... 13,519 4,187 3,985 7,144 10,496
Real estate taxes..................... 9,595 3,090 3,390 5,755 7,798
Ground rents.......................... 803 316 234 579 500
Rent expense to an affiliate.......... -- -- 99 -- 358
Construction costs and expenses....... -- -- 1,929 -- 7,487
Interest.............................. 8,765 2,827 7,622 5,331 17,426
Depreciation and amortization......... 12,359 3,857 3,606 7,233 8,274
Marketing, general and
administrative...................... 3,720 953 1,759 1,859 3,346
------- ------- ------------ ------- ------------
Total expenses........................ 48,761 15,230 22,624 27,901 55,685
------- ------- ------------ ------- ------------
Operating income (loss)............... 16,619 5,774 (354) 10,454 (493)
Investment income..................... -- -- 210 -- 841
Gain (loss) on sales of properties.... -- -- 35 -- 954
Equity in income (losses) of
investees........................... 1,100 100 303 100 (56)
Minority interests.................... (4,995) (1,834) -- (3,067) --
------- ------- ------------ ------- ------------
Income (loss) before extraordinary
item................................ 12,724 4,040 194 7,487 1,246
Gain (loss) on extinguishment of
debts............................... (895) (4,235) -- (4,234) 4,434
------- ------- ------------ ------- ------------
Net income (loss)..................... $ 11,829 $ (195) $ 194 $ 3,253 $ 5,680
------- ------- ------------ ------- ------------
------- ------- ------------ ------- ------------
Net income per share.................. $ 1.26 $ (.03) $ .44
------- ------- -------
------- ------- -------
Weighted average shares
outstanding......................... 9,357,183 7,250,000 7,339,000
------------------ -------------- --------------
------------------ -------------- --------------
</TABLE>

S-44
<PAGE>

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

(1) Historical total revenues include construction revenue of $2,361 (Reckson
Group--January 1, 1995 to June 2, 1995) and $8,175 (1994).

S-45
<PAGE>
MANAGEMENT

DIRECTORS AND SENIOR OFFICERS

The Directors and the senior officers of the Company, and their respective
positions are as follows:

<TABLE>
<CAPTION>
NAME POSITION AND OFFICES HELD
- ----------------------------------------- -----------------------------------------------------------------------
<S> <C>

Donald J. Rechler........................ Chairman of the Board, Chief Executive Officer and Director of the
Company (term as director expires in 1997)

Roger M. Rechler......................... Vice-Chairman of the Board, Executive Vice President of Development and
Director of the Company (term as director expires in 1998)

Walter Gross............................. Chairman of the Board Emeritus

Scott H. Rechler......................... President, Chief Operating Officer and Director of the Company (term as
director expires in 1999)

J. Michael Maturo........................ Executive Vice President, Chief Financial Officer and Treasurer of the
Company

Mitchell D. Rechler...................... Executive Vice President and Director of the Company and President of
Reckson Management Group, Inc. (the "Management Company") (term as
director expires in 1997)

Jon L. Halpern........................... Executive Vice President and President of the Westchester Division of
the Company

Gregg M. Rechler......................... Executive Vice President and Secretary of the Company and President of
Reckson Construction Group, Inc. (the "Construction Company")

Salvatore Campofranco.................... Senior Vice President of the Company and Managing Director of the
Westchester Division

F.D. Rich III............................ Senior Vice President of the Company and Managing Director of the
Southern Connecticut Division

Mark Schaevitz........................... Senior Vice President of the Company and Managing Director of the
Northern New Jersey Division

Norman Berlin............................ Senior Vice President of Industrial Leasing of the Company

Richard Conniff.......................... Senior Vice President of Acquisitions of the Company

Edward J. D'Orazio....................... Senior Vice President of Architectural Services of the Company and Vice
President of the Construction Company

Kathleen M. Giamo........................ Senior Vice President of Office Leasing and Director of Marketing of
the Company

Mark V. Rechler.......................... Senior Vice President of Development and Design of the Company and Vice
President of the Construction Company

Arnold M. Widder......................... Senior Vice President of Leasing of the Company

Jason M. Barnett......................... Vice President and Legal Counsel of the Company

Harvey R. Blau........................... Independent Director (term as director expires in 1998)
</TABLE>

S-46
<PAGE>
<TABLE>
<CAPTION>
NAME POSITION AND OFFICES HELD
- ----------------------------------------- -----------------------------------------------------------------------
<S> <C>
Leonard Feinstein........................ Independent Director (term as director expires in 1997)

Herve A. Kevenides....................... Independent Director (term as director expires in 1999)

John V. N. Klein......................... Independent Director (term as director expires in 1998)

Conrad D. Stephenson..................... Independent Director (term as director expires in 1999)
</TABLE>

The following is a biographical summary of the experience of the
above-mentioned persons:

DONALD J. RECHLER, age 62, serves as Chairman of the Board, Chief Executive
Officer and Director of the Company. Prior to the IPO, Mr. Rechler was a
Co-Founder and General Partner of Reckson Associates. As President and Chief
Executive Officer, he coordinates and directs all of the Company's primary
functions including acquisitions, leasing and property management as well as
establishing policy for the Company. He is a founder and former President and
Chairman of the Association For A Better Long Island, a founder of the Long
Island Commercial & Industrial Development Association, a member of the Board of
Directors of the Development Division of North Shore Hospital, a member of the
Board of Directors of the Long Island Philharmonic and a member of the Council
of Overseers of Long Island University, C. W. Post College. Mr. Rechler is a
graduate of the University of Miami. Mr. Rechler is the father of Mitchell
Rechler and Mark Rechler and the brother of Roger Rechler.

ROGER M. RECHLER, age 54, serves as the Vice-Chairman of the Board and a
Director of the Company. Prior to the IPO, Mr. Rechler was a co-founder and
general partner of Reckson Associates and supervised property construction,
architectural and design services, interior construction and property
management. Mr. Rechler attended the University of Miami. Mr. Rechler is the
father of Scott Rechler and Gregg Rechler and the brother of Donald Rechler.

WALTER GROSS, age 77, serves as Chairman of the Board Emeritus of the
Company. For over 40 years, Mr. Gross has been actively involved in the
development and operation of industrial and office properties on Long Island.
The late William Rechler and Walter Gross conceived of and developed Vanderbilt
Industrial Park, the first planned industrial park built on Long Island. He has
also owned and operated Walter J. Gross Construction Corp., a general
contracting firm, that has constructed in excess of 3,000,000 square feet on
behalf of clients including B.F. Goodrich, Sears and The Prudential since 1970.

SCOTT H. RECHLER, age 29, serves as the President, Chief Operating Officer
and a Director of the Company. Mr. Rechler has been employed at Reckson since
1989. He is responsible for the day-to-day operations and directing corporate
policy for the Company. Prior to the IPO, he directed the financing of
approximately $200 million of mortgage debt and the acquisition of property
having a value in excess of $100 million for Reckson. He is a member of the
Board of Directors of the Long Island Childrens Museum. Mr. Rechler is a
graduate of Clark University and received a Masters Degree in Finance with a
specialization in real estate from New York University. He is the son of Roger
Rechler and the brother of Gregg Rechler.

J. MICHAEL MATURO, age 35, serves as an Executive Vice President, Chief
Financial Officer and Treasurer of the Company. He is responsible for the
supervision of all financial, treasury and reporting functions as well as
banking and capital market activities and investor relations. Prior to joining
the Company, Mr. Maturo was a Senior Manager at E&Y Kenneth Leventhal Real
Estate Group (formerly Kenneth Leventhal & Company), a public accounting and
consulting firm. He specialized in diverse phases of real estate finance
including corporate and property debt financings and recapitalization
transactions. Mr. Maturo is a graduate of Seton Hall University with a degree in
accounting and finance and is a certified public accountant.

MITCHELL D. RECHLER, age 37, serves as an Executive Vice President and a
Director of the Company and also serves as the President of the Management
Company. From 1981 to 1985, he was employed by Reckson in various
non-supervisory roles including positions in property management, construction,

S-47
<PAGE>
acquisitions and space leasing. Since 1986, Mr. Rechler has served as an
Executive Vice President of Reckson, responsible for all leasing activities
including the coordination of leasing and marketing strategies and overseeing
tenant relations. During his career at Reckson, Mr. Rechler has completed over
300 leasing transactions encompassing in excess of 3 million square feet of
office and industrial space. Mr. Rechler has served as President of the
Management Company, since its organization in 1991. Mr. Rechler serves on the
Executive Committee of the Children's Medical Fund of Schneider Children's
Hospital of Long Island Jewish Medical Center and as a member of the Board of
Directors of the Long Island Friends of the Arts. He is a graduate of Emory
University. He is the son of Donald Rechler and the brother of Mark Rechler.

JON L. HALPERN, age 34, serves as an Executive Vice President and President
of the Westchester Division. In such capacity, Mr. Halpern is responsible for
the general business operations of the Company in the Westchester Area. Prior to
joining the Company in February 1996, Mr. Halpern has been the President and
Chief Operating Officer of Halpern Enterprises, Inc., which owned, operated,
leased and managed in excess of 1.7 million square feet of office and mixed-use
properties and has developed and constructed (through affiliates) in excess of
3.8 million square feet of construction. Mr. Halpern is a member of the Board of
Westchester County Medical Center, the Executive Board of the Greyston Family
Inn, a not-for-profit organization working to provide housing for homeless
families, and the Board of the Westchester Land Trust. Mr. Halpern is a founding
member and is currently Vice President of the Westchester Business Partnership,
a public/private partnership working to promote and encourage business within
Westchester County. Mr. Halpern is a graduate of University of Colorado School
of Business where he earned a Bachelor of Science degree.

GREGG M. RECHLER, age 30, serves as an Executive Vice President and
Secretary of the Company and as President of the Construction Company. Mr.
Rechler is responsible for the construction, architectural and property
management activities of the Company. Since 1985, he has been employed by
Reckson and certain affiliates. From 1985 to 1988, Mr. Rechler held
non-supervisory roles in the construction and property management areas.
Beginning in 1989, as an Executive Vice President of Reckson, he served as the
person responsible for the construction of the Omni and supervised all
construction aspects of this project. In 1991, he organized the Construction
Company and has been responsible for its significant growth. Mr. Rechler is a
member of the Board of Directors of the Long Island chapter of the Building
Owners and Managers Association ("BOMA"). Mr. Rechler attended the New York
Institute of Technology. He is the son of Roger Rechler and the brother of Scott
Rechler.

SALVATORE CAMPOFRANCO, age 39, serves as Senior Vice President of the
Company and Managing Director of the Westchester Division. Mr. Campofranco is in
charge of all leasing, construction and property management activity in the
Westchester Division. He is also responsible for the acquisition program and
overall performance of the Westchester portfolio. Prior to joining Reckson in
1996, Mr. Campofranco was Senior Vice President for Towermarc Corporation, a
full service real estate company that developed and operated over two million
square feet of suburban office buildings for its own account in Boston, Memphis
and Tampa. Mr. Campofranco was part of the executive management team involved in
overseeing the finance and operations of the properties. Prior to Towermarc, Mr.
Campofranco was employed by Kenneth Leventhal Real Estate Group in New York. He
is a Certified Public Account and a graduate of Saint John's University, New
York, with a Bachelor of Science Degree in Accounting. He is a member of
National Association of Industrial and Office Parks and the Real Estate Finance
Association.

F.D. RICH III, age 41, joined the Company in October, 1996 and serves as a
Senior Vice President and is Managing Director of the Southern Connecticut
Division and is responsible for all aspects of the operations for the regional
office. Prior to joining the Company, Mr. Rich was a Senior Vice President of
the F.D. Rich Company and President of both Rich Realty Services, Inc. and GRM
Management Inc. Mr. Rich has over twenty years of experience in all facets of
real estate development, leasing, finance and management and has played a
significant role in the City of Stamford's successful urban renewal effort.
During his career at F.D. Rich Company, Mr. Rich was primarily responsible for
the construction of over 1,000,000 square feet of Class A office space, 800
units of housing, property management services for over

S-48
<PAGE>
3,000,000 square feet of office space, and the successful restructuring of over
$600 million in property debt financing. Mr. Rich attended Marquette University,
Utica College of Syracuse University and Loyola College majoring in Business
Administration and has been a licensed Real Estate Salesperson in the State of
Connecticut. Mr. Rich serves on many community organizations in Stamford,
Connecticut. Currently, Mr. Rich is Vice Chairman of the Stamford Downtown
Special Services District, a member of the Urban Land Institute and is on the
Board of Governors of the Landmark Club.

MARK SCHAEVITZ, age 42, serves as Senior Vice President of the Company and
is the Managing Director of the Northern New Jersey Division. Mr. Schaevitz is
responsible for the general business operations of the Company in the Northern
New Jersey area. Prior to joining the Company in January, 1997, Mr. Schaevitz
had been the Chief Operating Officer of Paragon Enterprises, which developed,
owned, leased and managed in excess of 1.3 million square feet of office
properties. Mr. Schaevitz is a trustee of the New Jersey Chapter of the National
Association of Industrial and Office Parks and the Office Developers
Association. He is a registered architect in the states of New York and New
Jersey and is a graduate of Cornell University.

NORMAN BERLIN, age 66, serves as a Senior Vice President of Industrial
Leasing of the Company. Since joining Reckson as Senior Vice President of
Industrial Leasing in 1977, Mr. Berlin has been responsible for the leasing of
industrial properties. While at Reckson, Mr. Berlin has been responsible for
more than 500 leasing transactions encompassing more than seven million square
feet of industrial space. Prior to joining Reckson, Mr. Berlin spent fifteen
years in various positions with investment banks, including Loeb Rhoades & Co.,
where he worked with the Corporate Syndicate and Institutional Sales groups. Mr.
Berlin holds a Bachelor of Science from New York University and a Masters of
Business Administration with a concentration in finance from the Stern School at
New York University.

RICHARD J. CONNIFF, age 30, serves as Senior Vice President of Acquisitions
for the Company. Since joining Reckson as a Vice President in August, 1994, he
has been responsible for the financial analysis of potential acquisition
properties. From 1992 to 1994, Mr. Conniff was employed by Cushman & Wakefield
as a financial manager as well as a portfolio manager. Mr. Conniff was employed
by VMS Realty Partners as Vice President of Asset Management from 1989 to 1992.
Mr. Conniff holds a bachelor's degree in finance from the City University of New
York.

EDWARD J. D'ORAZIO, age 42, serves as a Senior Vice President of
Architectural Services of the Company and as a Vice President of the
Construction Company. Since joining Reckson in 1979, Mr. D'Orazio has been
employed as Senior Vice President of Architectural Services and has been
involved in all aspects of the architectural design activities of Reckson,
including building design, interior space design and supervision of the
architectural and design group. He has designed and participated in the lease
negotiations of over 500 tenant installations totaling in excess of 12 million
square feet. He is a registered architect in the states of New York and
Minnesota. He is certified by the National Council of Architectural Registration
Boards and is a member of the American Institute of Architects. He is a graduate
of the New York Institute of Technology.

KATHLEEN M. GIAMO, age 47, serves as a Senior Vice President of Office
Leasing and Director of Marketing of the Company. In these capacities, she is
responsible for lease negotiations and lease executions, coordinating interior
construction with tenants, coordinating follow-up tenant services and
formulating promotional, advertising and public relations for the Company's real
estate portfolio. Ms. Giamo has served as Senior Vice President and Director of
Marketing for Reckson since joining Reckson in 1980. Ms. Giamo has been
responsible for approximately 400 leasing transactions encompassing
approximately 4 million square feet of office space. She is a member of the
Board of Trustees of the Long Island Business Development Council, a member of
the Long Island University/CW Post Real Estate Advisory Board and a member of
the Women Economic Developers of Long Island.

MARK V. RECHLER, age 30, serves as a Senior Vice President of Development
and Design of the Company. Since joining Reckson in 1989, Mr. Rechler has
focused his services as part of the in-house

S-49
<PAGE>
architectural team involved with the design of the amenities at the Omni. Mr.
Rechler has served as a Vice President of Architectural Services of Reckson
since 1993. He also handles certain property management functions and is
involved in maintaining tenant relationships. He is a graduate of Tulane
University and is the son of Donald Rechler and the brother of Mitchell Rechler.

ARNOLD M. WIDDER, age 65, serves as a Senior Vice President of Leasing for
the Company. In addition, he has primary responsibility for the operations of
the Executive Centers. Since joining Reckson in 1982 as Senior Vice President of
Leasing, he has been actively involved in the leasing of office and industrial
space, as well as overseeing the operations of the Executive Centers. Mr. Widder
is a licensed real estate broker and a member of the Executive Suite Association
and the Alliance Business Centers Network. He is a graduate of the University of
Miami.

JASON M. BARNETT, age 28, serves as a Vice President and Legal Counsel of
the Company. Mr. Barnett joined the Company in 1996. He is responsible for the
coordination of all legal and compliance matters for the Company. Prior to
joining Reckson, Mr. Barnett practiced law as an associate in the REIT practice
area of Brown & Wood LLP. While at Brown & Wood LLP, Mr. Barnett participated in
numerous corporate and real estate transactions involving publicly held REITs,
including initial public offerings, joint ventures and corporate and real estate
acquisitions. Mr. Barnett holds a Bachelor of Arts degree from Clark University
and Law Degree from Emory University School of Law. Mr. Barnett is admitted to
the Bar of the State of New York.

HARVEY R. BLAU, age 61, is a Director of the Company. Mr. Blau is a Senior
Partner of the law firm of Blau, Kramer, Wactlar & Lieberman, P.C. and has been
associated with such firm (including its predecessors) since 1966. Mr. Blau has
served as the Chairman of the Board of Aeroflex, Incorporated since 1991, the
Chairman of the Board of the Griffon Corporation and a Director of Nu Horizons
Electronics Corp. since 1984. Mr. Blau serves as a Trustee of Benjamin N.
Cardozo School of Law and as a Trustee of the Incorporated Village of Old
Westbury, New York. Mr. Blau holds a bachelor's degree from New York University,
a law degree from Columbia University School of Law and an advanced law degree
from New York University Graduate School of Law.

LEONARD FEINSTEIN, age 59, is a Director of the Company. Mr. Feinstein is
the Co-Founder and the President and Co-Chief Executive Officer of Bed Bath &
Beyond Inc., a New York Stock Exchange listed company. Mr. Feinstein has served
in such capacity since 1992. Mr. Feinstein served as Co-Chief Executive Officer,
Treasurer and Secretary of Bed Bath & Beyond Inc. from 1971 to 1992.

HERVE A. KEVENIDES, age 58, is a Director of the Company. Mr. Kevenides is
the director of the Real Estate Products Group for Ceres Financial Concepts,
N.A. Mr. Kevenides is the President and Director of research of Metropolitan
Analysis & Forecasting Corporation, an international real estate economics and
market research firm. Mr. Kevenides has served in this position since 1988. Mr.
Kevenides has served as an Adjunct Associate Professor of the Masters in Real
Estate Program of New York University since 1989. Mr. Kevenides was a vice
president and Director of Real Estate Economics and Market Research for Chemical
Bank from 1981 to 1988, and a vice president and Manager of Real Estate Market
Research for Chase Manhattan Bank from 1972 to 1981. Mr. Kevenides holds a
Masters of Business Administration from New York University.

JOHN V. N. KLEIN, age 65, is a Director of the Company. Mr. Klein has been
the Managing Attorney of the law firm of Meyer, Suozzi, English & Klein, P.C.
since 1984. Mr. Klein has served as a Director of Fleet Bank from 1980 to 1994
and is currently on the Advisory Board of Fleet Bank. Mr. Klein has also been a
member of the advisory board of St. Joseph's College, Patchogue, New York since
1980. Mr. Klein has served in various government positions on Long Island,
including County Executive of Suffolk County, New York from 1972 to 1979. Mr.
Klein holds a bachelor's degree and a law degree from the University of
Virginia.

S-50
<PAGE>
CONRAD D. STEPHENSON, age 69, is a Director of the Company. Since 1993, Mr.
Stephenson has served as the Chief Executive Officer of Pan Am Equities Inc., a
property ownership and management company. Mr. Stephenson was employed by The
Comras Company, a real estate company, from 1990 to 1993, and served as the Vice
President in the Tri-State and northeast real estate lending division of the
First National Bank of Chicago from 1987 to 1990. Mr. Stephenson was the Vice
President in charge of all commercial real estate lending activities of The
Bowery Savings Bank from 1985 to 1987 and was a Vice President of The Chase
Manhattan Bank from 1975 to 1985. Mr. Stephenson has served as a Governor, Vice
President and a member of the executive committee of the Real Estate Board of
New York. Mr. Stephenson holds a bachelor's degree from Fordham University and a
Masters of Business Administration from New York University. Mr. Stephenson is a
retired colonel of the U.S. Army Reserves, with which he served for 35 years.

S-51
<PAGE>
UNDERWRITING

Subject to the terms and conditions set forth in a terms agreement and
related underwriting agreement (the "Underwriting Agreement"), the Company has
agreed to sell to each of the underwriters named below (the "Underwriters"), and
each of the Underwriters, for whom Merrill Lynch, Pierce, Fenner & Smith
Incorporated ("Merrill Lynch"), Donaldson, Lufkin & Jenrette Securities
Corporation, Legg Mason Wood Walker, Incorporated, PaineWebber Incorporated and
Salomon Brothers Inc are acting as representatives (the "Representatives"), has
severally agreed to purchase from the Company, the number of shares of Common
Stock set forth below opposite their respective names.

<TABLE>
<CAPTION>
NUMBER OF
UNDERWRITER SHARES
- --------------------------------------------------------------------------------- ----------
<S> <C>
Merrill Lynch, Pierce, Fenner & Smith
Incorporated..........................................................
Donaldson, Lufkin & Jenrette Securities Corporation..............................
Legg Mason Wood Walker, Incorporated.............................................
PaineWebber Incorporated.........................................................
Salomon Brothers Inc.............................................................
----------

Total........................................................................ 3,500,000
----------
----------
</TABLE>

In the Underwriting Agreement, the several Underwriters have agreed,
respectively, subject to the terms and conditions of the Underwriting Agreement,
to purchase all of the shares of Common Stock being sold pursuant to the
Underwriting Agreement if any of such shares of Common Stock are purchased.
Under certain circumstances, the commitments of non-defaulting Underwriters may
be increased.

The Representatives have advised the Company that the Underwriters propose
initially to offer the shares of Common Stock to the public at the public
offering price set forth on the cover page of this Prospectus Supplement and to
certain dealers at such price less a concession not in excess of $ per
share. The Underwriters may allow, and such dealers may re-allow, a discount not
in excess of $ per share on sales to certain other dealers. After the date
of the initial public offering, the public offering price, concession and
discount may be changed.

In the Underwriting Agreement, the Company has agreed to indemnify the
several Underwriters against certain liabilities, including liabilities under
the Securities Act of 1933, or contribute to payments the Underwriters may be
required to make in respect thereof.

The Company has granted to the Underwriters an option exercisable for 30
days after the date of this Prospectus Supplement to purchase up to 525,000
additional shares of Common Stock to cover over-allotments, if any, at the
initial public offering price less the underwriting discount set forth on the
cover page of this Prospectus Supplement. If the Underwriters exercise this
option, each Underwriter will have a firm commitment, subject to certain
conditions, to purchase approximately the same percentage thereof which the
number of shares of Common Stock to be purchased by it shown in the foregoing
table bears to the total number of shares of Common Stock initially offered
hereby.

The Company has agreed, subject to certain exceptions, not to, directly or
indirectly, offer, sell, transfer, hypothecate, grant any option for the sale
of, or otherwise dispose of any shares of Common Stock for a period of 90 days
after the date of this Prospectus Supplement, without the prior written consent
of Merrill Lynch.

Certain of the Underwriters and their affiliates, from time to time, engage
in transactions with, and have performed and will perform investment banking,
financial advisory and other services for, the

S-52
<PAGE>
Company in the ordinary course of business for which ordinary fees and expenses
have been and will be paid.

LEGAL MATTERS

The legality of the Common Stock offered hereby and certain legal matters
described under "Federal Income Tax Considerations" in the accompanying
Prospectus will be passed upon for the Company by Brown & Wood LLP, New York,
New York. In addition, certain legal matters will be passed upon for the
Underwriters by Rogers & Wells, New York, New York. Brown & Wood LLP and Rogers
& Wells will rely on Ballard Spahr Andrews & Ingersoll, Baltimore, Maryland, as
to certain matters of Maryland law.

EXPERTS

The consolidated balance sheet of Reckson Associates Realty Corp. and the
combined balance sheet of the Reckson Group as of December 31, 1995 and December
31, 1994, respectively, and the consolidated statements of operations,
stockholders' equity and cash flows of Reckson Associates Realty Corp. for the
period from June 3, 1995 to December 31, 1995 and the related combined
statements of operations, owners' deficit and cash flows of the Reckson Group
for the period from January 1, 1995 to June 2, 1995 and for the years ended
December 31, 1994 and 1993 appearing in the Company's Annual Report on Form 10-K
for the year ended December 31, 1995; the combined statement of revenues and
certain expenses of the Westchester Properties (as defined therein) for the year
ended December 31, 1995, appearing in the Company's Form 8-K/A, dated March 27,
1996; the combined statement of revenues and certain expenses of Landmark Square
Properties (as defined therein) for the year ended December 31, 1995 and
combined statements of revenues and certain expenses of Certain Option
Properties (as defined therein) for the years ended December 31, 1995, 1994 and
1993 appearing in the Company's Form 8-K, dated October 1, 1996; and the
combined statement of revenues and certain expenses of the New Jersey Portfolio
(as defined therein) for the year ended December 31, 1996, the combined
statement of revenues and certain expenses for the Hauppauge Portfolio (as
defined therein) for the year ended December 31, 1996 and the statement of
revenues and certain expenses of the Uniondale Office Property (as defined
therein) appearing in the Company's Form 8-K, dated February 18, 1997, have in
each case been audited by Ernst & Young LLP, independent auditors, as set forth
in their reports thereon, included therein and incorporated herein by reference.
Such consolidated and combined financial statements are incorporated herein by
reference in reliance upon such reports given upon the authority of such firm as
experts in accounting and auditing.

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<PAGE>
(This page has been left blank intentionally.)
<PAGE>
PROSPECTUS

$250,000,000

RECKSON ASSOCIATES REALTY CORP.

COMMON STOCK, PREFERRED STOCK AND WARRANTS
------------------

Reckson Associates Realty Corp. (the "Company") may offer and issue from
time to time (i) shares of its common stock, $.01 par value per share (the
"Common Stock"), (ii) shares of its preferred stock, $.01 par value per share
(the "Preferred Stock"), and (iii) warrants to purchase Common Stock or
Preferred Stock (the "Warrants"), with an aggregate initial public offering
price of up to $250,000,000 on terms to be determined at the time of offering.
The Common Stock, Preferred Stock and Warrants (collectively, the "Securities")
may be offered at prices and on terms to be set forth in one or more supplements
to this Prospectus (each a "Prospectus Supplement").

The specific terms of the Securities in respect of which this Prospectus is
being delivered will be set forth in the applicable Prospectus Supplement and
will include, where applicable: (i) in the case of Common Stock, any initial
public offering price, (ii) in the case of Preferred Stock, the specific title
and stated value, any dividend, liquidation, redemption, conversion, voting and
other rights, and any initial public offering price and (iii) in the case of
Warrants, the Securities as to which such Warrants may be exercised, the
duration, offering price, exercise price and detachability features. In
addition, such specific terms may include limitations on direct or beneficial
ownership and restrictions on transfer of the Securities, in each case as may be
appropriate to preserve the status of the Company as a real estate investment
trust ("REIT") for United States federal income tax purposes. See "Restrictions
on Ownership of Capital Stock".

The applicable Prospectus Supplement will also contain information, where
applicable, about certain United States federal income tax considerations
relating to, and any listing on a securities exchange of, the Securities covered
by such Prospectus Supplement.

SEE "RISK FACTORS" BEGINNING ON PAGE 3 OF THIS PROSPECTUS FOR A DESCRIPTION
OF CERTAIN FACTORS THAT SHOULD BE CONSIDERED BY PURCHASERS OF THE SECURITIES.

The Securities may be offered directly or through agents designated from
time to time by the Company or to or through underwriters or dealers. If any
agents or underwriters are involved in the sale of any of the Securities, their
names, and any applicable purchase price, fee, commission or discount
arrangement between or among them, will be set forth, or will be calculable from
the information set forth, in an accompanying Prospectus Supplement. No
Securities may be sold by the Company through agents, underwriters or dealers
without delivery of a Prospectus Supplement describing the method and terms of
the offering of such Securities. See "Plan of Distribution."
--------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
------------------------
THE ATTORNEY GENERAL OF THE STATE OF NEW YORK HAS NOT PASSED ON OR
ENDORSED THE MERITS OF THIS OFFERING. ANY
REPRESENTATION TO THE
CONTRARY
IS
UNLAWFUL.
------------------------

The date of this Prospectus is October 16, 1996.
<PAGE>
AVAILABLE INFORMATION

The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Reports, proxy statements
and other information filed by the Company may be inspected and copied at the
public reference facilities maintained by the Commission at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549, as well as the regional offices of the
Commission at 7 World Trade Center (13th Floor), New York, New York 10048, and
Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois
60661-2511. Copies of such information can be obtained by mail from the Public
Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C.
20549, at prescribed rates. Such materials can also be inspected at the office
of the New York Stock Exchange, Inc. ("NYSE"), 20 Broad Street, New York, New
York 10005. The Commission maintains a Web site at http://www.sec.gov containing
reports, proxy and information statements and other information regarding
registrants, including the Company, that file electronically with the
Commission.

The Company has filed with the Commission a Registration Statement on Form
S-3 under the Securities Act of 1933, as amended (the "Securities Act"), with
respect to the Securities. This Prospectus does not contain all of the
information set forth in the Registration Statement, certain parts of which have
been omitted in accordance with the rules and regulations of the Commission. For
further information with respect to the Company and the Securities, reference is
made to the Registration Statement, including the exhibits filed as a part
thereof and otherwise incorporated therein. Statements made in this Prospectus
as to the contents of any contract, agreement or other document referred to are
not necessarily complete; with respect to each such contract, agreement or other
document filed as an exhibit to the Registration Statement, reference is made to
such exhibit for a more complete description of the matter involved, and each
such statement shall be deemed qualified in its entirety by such reference.
Copies of the Registration Statement and the exhibits may be inspected, without
charge, at the offices of the Commission, or obtained at prescribed rates from
the Public Reference Section of the Commission at the address set forth above.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents heretofore filed by the Company with the Commission
pursuant to the Exchange Act are incorporated by reference in this Prospectus:

1. Annual Report on Form 10-K for the year ended December 31, 1995.

2. Quarterly Reports on Form 10-Q for the quarters ended March 31, 1996
and June 30, 1996 and the Forms 10-Q/A filed on August 22, 1996 and October
8, 1996.

3. Current Reports on Form 8-K and Form 8-K/A filed on March 8, 1996
and March 27, 1996, respectively.

4. Current Report on Form 8-K filed on October 1, 1996.

5. The description of the Company's Common Stock which is contained in
Item 1 of the Company's registration statement on Form 8-A, as amended,
filed May 9, 1995 pursuant to Section 12 of the Exchange Act.

All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the termination of the offering of the Securities hereunder shall be deemed to
be incorporated by reference herein and to be a part hereof from the date of the
filing of such reports and documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for the purposes of this Prospectus to the extent that
a statement contained herein or in any other subsequently filed document which
also is incorporated or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Prospectus.

The Company will provide a copy of any or all of such documents (exclusive
of exhibits unless such exhibits are specifically incorporated by reference
therein), without charge, to each person to whom this Prospectus is delivered,
upon written or oral request to Reckson Associates Realty Corp., 225 Broadhollow
Road, Melville, New York 11747, Attn: Jason M. Barnett, Vice President--Legal
Affairs (516) 694-6900.

2
<PAGE>
THE COMPANY

Reckson Associates Realty Corp. (the "Company") was incorporated in
September 1994 and commenced operations effective with the completion of its
initial public offering (the "IPO") on June 2, 1995. The Company, together with
Reckson Operating Partnership, L.P. (the "Operating Partnership"), were formed
for the purpose of continuing the commercial real estate business of Reckson
Associates, its affiliated partnerships and other entities ("Reckson"). For more
than 35 years, Reckson has been engaged in the business of owning, developing,
acquiring, constructing, managing and leasing suburban office and industrial
properties in the New York metropolitan area. Based on industry surveys,
management believes that the Company is the largest publicly-traded owner and
manager of Class A suburban office and industrial properties in the New York
City metropolitan Tri-State area of New York, New Jersey and Connecticut. The
Company's growth strategy is currently focused on suburban markets within a 50
mile radius surrounding New York City. The Company operates as a
fully-integrated, self administered and self-managed REIT. As of October 15,
1996, the Company owned 107 properties (the "Properties") (including three joint
venture properties) encompassing 8.6 million rentable square feet, all of which
are managed by the Company. The Properties consist of 32 Class A suburban office
properties (the "Office Properties") encompassing approximately 4.4 million
rentable square feet, 73 industrial properties (the "Industrial Properties")
encompassing approximately 4.2 million rentable square feet and two 10,000
square foot retail properties. In addition, as of October 15, 1996, the Company
owned or had contracted to acquire approximately 135 acres of land in eight
separate parcels that may present future development opportunities. Also, as of
October 15, 1996, the Company had invested approximately $23 million in mortgage
indebtedness encumbering an office property on Long Island. See "Risk
Factors--Real Estate Investment Risks--Investments in Mortgage Debt".

The Office Properties are Class A suburban office buildings and are
well-located, well-maintained and professionally managed. In addition, these
properties are modern with high finishes or have been modernized to successfully
compete with newer buildings and achieve among the highest rent, occupancy and
tenant retention rates within their markets. The majority of the Office
Properties are located in four planned office parks and are tenanted primarily
by national service firms such as "big six" accounting firms, securities
brokerage houses, insurance companies and health care providers. The Industrial
Properties are utilized for distribution, warehousing, research and development
and light manufacturing/assembly activities and are located primarily in three
planned industrial parks.

As of October 15, 1996 the largest Property in which the Company owned an
interest was the Omni, a 575,000 square foot Class A office complex completed in
1991 and located in the Company's Nassau West Corporate Center office park. As
of October 15, 1996, the Omni was approximately 89% leased. The Company owns,
through the Operating Partnership, a 60% managing general partner interest in
Omni Partners, L.P. (the "Omni Partnership"), the partnership that owns the
Omni. The remaining 40% interest is held by an unrelated third party.

The Company's executive offices are located at 225 Broadhollow Road,
Melville, New York 11747 and its telephone number at that location is (516)
694-6900. At October 15, 1996, the Company had 136 employees.

RISK FACTORS

THIS PROSPECTUS CONTAINS FORWARD-LOOKING STATEMENTS WHICH INVOLVE RISKS AND
UNCERTAINTIES. THE COMPANY'S ACTUAL RESULTS MAY DIFFER SIGNIFICANTLY FROM THE
RESULTS DISCUSSED IN THE FORWARD-LOOKING STATEMENTS. FACTORS THAT MIGHT CAUSE
SUCH A DIFFERENCE INCLUDE, BUT ARE NOT LIMITED TO, THOSE DISCUSSED BELOW. AN
INVESTMENT IN THE SECURITIES INVOLVES VARIOUS RISKS. PROSPECTIVE INVESTORS
SHOULD CAREFULLY CONSIDER THE FOLLOWING INFORMATION IN CONJUNCTION WITH THE
OTHER INFORMATION CONTAINED IN THIS PROSPECTUS BEFORE PURCHASING THE SECURITIES
OFFERED HEREBY (THE "OFFERING").

3
<PAGE>
DEPENDENCE ON LONG ISLAND, WESTCHESTER AND STAMFORD MARKET CONDITIONS DUE TO
LIMITED GEOGRAPHIC DIVERSIFICATION

Currently, all but one of the Properties are located on Long Island, New
York, in Westchester County, New York or in Stamford, Connecticut. Consequently,
the Company is dependent upon the continued demand for office, industrial and
other commercial space in such markets and throughout the Tri-State area. Like
other real estate markets, the Long Island, Westchester and Stamford commercial
real estate markets have experienced periodic economic fluctuations and a future
decline in the Long Island, Westchester or Stamford economy or in the market for
commercial real estate could affect the Company's cash available for
distribution and its ability to make distributions to shareholders.

CONFLICTS OF INTEREST IN THE BUSINESS OF THE COMPANY

TAX CONSEQUENCES UPON SALE OR REFINANCING. Holders of units of limited
partnership of the Operating Partnership ("Units") or co-owners of properties
not owned entirely by the Company may suffer different and more adverse tax
consequences than the Company upon the sale or refinancing of the Properties
owned by the Operating Partnership and therefore such holders or co-owners and
the Company may have different objectives regarding the appropriate pricing and
timing of any sale or refinancing of such Properties. While the Company, as the
sole general partner of the Operating Partnership, has the exclusive authority
as to whether and on what terms to sell or refinance each Property owned solely
by the Operating Partnership, those Directors and officers of the Company who
hold Units may seek to influence the Company not to sell or refinance the
Properties, even though such a sale might otherwise be financially advantageous
to the Company, or may seek to influence the Company to refinance a Property
with a higher level of debt.

POLICIES WITH RESPECT TO CONFLICTS OF INTEREST. The Company has adopted
certain policies designed to eliminate or minimize conflicts of interest. These
policies include a requirement that all transactions in which officers or
Directors have a conflicting interest must be approved by a majority of the
Directors of the Company who are neither officers of the Company nor affiliated
with Reckson (the "Independent Directors"). However, there can be no assurance
that these policies will be successful in minimizing or eliminating such
conflicts and, if they are not successful, decisions could be made that might
fail to reflect fully the interests of all stockholders.

RISKS OF ADVERSE EFFECT ON COMPANY FROM DEBT SERVICING AND REFINANCING,
INCREASES IN INTEREST RATES, FINANCIAL COVENANTS AND ABSENCE OF LIMITATION OF
DEBT

DEBT FINANCING. The Company is subject to the risks normally associated
with debt financing, including the risk that the Company's cash flow will be
insufficient to meet required payments of principal and interest, the risk that
existing indebtedness on the Properties (which in most cases will not have been
fully amortized at maturity) will not be able to be refinanced or that the terms
of such refinancing will not be as favorable as the terms of the existing
indebtedness. There can be no assurance that the Company will be able to
refinance any indebtedness the Company may incur or to otherwise obtain funds by
selling assets or raising equity to make required payments on maturing
indebtedness.

EXISTING DEBT MATURITIES; FORECLOSURES. The Company anticipates that only a
portion of the principal of the Company's mortgage indebtedness currently
outstanding will be repaid prior to maturity. However, the Company may not have
on hand funds sufficient to repay such indebtedness at maturity; it may
therefore be necessary for the Company to refinance debt through additional debt
financing or equity offerings. If the Company is unable to refinance this
indebtedness on acceptable terms, the Company may be forced to dispose of
properties upon disadvantageous terms, which could result in losses to the
Company and adversely affect the amount of cash available for distribution to
stockholders. Further, if a property or properties are mortgaged to secure
payment of indebtedness and the Company is unable to meet mortgage payments, the
property or properties could be foreclosed upon by or otherwise transferred

4
<PAGE>
to the mortgagee with a consequent loss of income and asset value to the
Company. In addition, even with respect to non-recourse indebtedness, the lender
may have the rights to recover deficiencies from the Company in certain
circumstances, including fraud and environmental liabilities.

RISK OF RISING INTEREST RATES. Outstanding advances under the Credit
Facility (defined below) bear interest at a variable rate. In addition, the
Company may incur indebtedness in the future that also bears interest at a
variable rate or may be required to refinance its debt at higher rates.
Accordingly, increases in interest rates could increase the Company's interest
expense, which could adversely affect the Company's ability to pay expected
distributions to stockholders.

CREDIT FACILITY REQUIREMENTS. The Operating Partnership has established a
credit facility (the "Credit Facility") with a maximum borrowing amount of $150
million with Salomon Brothers Realty Corp. ("SBRC"). The Credit Facility
requires the Operating Partnership to comply with a number of customary
financial and other covenants on an ongoing basis and to establish, upon SBRC's
request, reserves for taxes, insurance and capital expenditures. Accordingly,
the amount of available financing under the Credit Facility is determined by
compliance therewith. The Credit Facility is scheduled to mature on June 2, 1997
and, under certain circumstances, may be extended by the Operating Partnership
for a period of one year. In addition, the Operating Partnership has the right
to convert outstanding borrowings at maturity to a five-year mortgage loan at a
fixed rate equal to the then prevailing interest rate on five-year treasury
instruments plus a spread, provided that certain specified conditions are
satisfied.

Borrowings under the Credit Facility are guaranteed by Reckson FS Limited
Partnership (the "Financing Partnership") and such guarantee is secured
currently by a first mortgage lien in the amount of $45 million and an
unrecorded second mortgage lien in the amount of $55 million on certain
Properties that have been contributed by the Operating Partnership to the
Financing Partnership. If payments required under the Credit Facility cannot be
made or if there should occur other events of default, SBRC may seek to
foreclose on those assets securing borrowings under the Credit Facility which
could have a material adverse effect on the ability of the Company to make
expected distributions to stockholders and distributions required by the REIT
provisions of the Internal Revenue Code of 1986, as amended (the "Code"). In
addition, upon expiration of the term of the Credit Facility, it is anticipated
that the Operating Partnership will be required to obtain an extension or
renewal of the Credit Facility or refinance borrowings thereunder through the
issuance of debt or equity securities or alternative lending sources.

NO LIMITATION ON DEBT. The Company currently has a policy of incurring debt
only if upon such incurrence the Company's Debt Ratio would be 50% or less. For
these purposes, Debt Ratio is defined as the total debt of the Company as a
percentage of the market value of outstanding shares of Common Stock on a full
diluted basis plus total debt. However, the organizational documents of the
Company do not contain any limitation on the amount of indebtedness the Company
may incur. Accordingly, the Board of Directors could alter or eliminate this
policy and would do so, for example, if it were necessary in order for the
Company to continue to qualify as a REIT. If this policy were changed, the
Company could become more highly leveraged, resulting in an increase in debt
service that could adversely affect the Company's cash available for
distribution to stockholders and could increase the risk of default on the
Company's indebtedness.

LIMITS ON OWNERSHIP AND CHANGES IN CONTROL MAY DETER CHANGES IN MANAGEMENT AND
THIRD PARTY ACQUISITION PROPOSALS

OWNERSHIP LIMIT. In order to maintain its qualification as a REIT, not more
than 50% in value of the outstanding capital stock of the Company may be owned,
directly or indirectly, by five or fewer individuals (as defined in the Code to
include certain entities) during the last half of a taxable year (other than the
first year). In order to protect the Company against the risk of losing REIT
status due to a concentration of ownership among its stockholders, the Articles
of Amendment and Restatement to the Articles of Incorporation of the Company
(the "Articles of Incorporation") limit ownership of the issued and

5
<PAGE>
outstanding Common Stock by any single stockholder to 9.0% of the number or
value of the outstanding shares of Common Stock from time to time. See
"Restrictions on Ownership of Capital Stock." Such provision may have the effect
of precluding a change of control of the Company by a third party without the
consent of the Board of Directors even if a change of control were in the best
interests of stockholders.

STAGGERED BOARD. The Board of Directors of the Company is divided into
three classes of directors. The terms of the first, second and third classes
will expire in 1999, 1997 and 1998, respectively. Directors for each class are
chosen for a three-year term upon the expiration of the applicable prior term.

REQUIRED CONSENT OF HOLDERS OF UNITS FOR CERTAIN TRANSACTIONS. For the
five-year period following completion of the IPO, the Operating Partnership may
not sell, transfer or otherwise dispose of all or substantially all of its
assets or engage in any other similar transaction (regardless of the form of
such transaction) without the consent of the holders of 85% of all outstanding
Units. This voting requirement could delay, defer or prevent a change in control
of the Company.

RISKS OF ACQUISITION, DEVELOPMENT AND CONSTRUCTION ACTIVITIES

The Company intends to acquire existing office and industrial properties to
the extent that they can be acquired on advantageous terms and meet the
Company's investment criteria. Acquisitions of commercial properties entail
general investment risks associated with any real estate investment, including
the risk that investments will fail to perform as expected or that estimates of
the cost of improvements to bring an acquired property up to standards
established for the intended market position may prove inaccurate.

The Company also intends to continue the selective development and
construction of office and industrial properties in accordance with the
Company's development and underwriting policies as opportunities arise in the
future. Risks associated with the Company's development and construction
activities include the risks that: the Company may abandon development
opportunities after expending resources to determine feasibility; construction
costs of a project may exceed original estimates; occupancy rates and rents at a
newly completed property may not be sufficient to make the property profitable;
financing may not be available on favorable terms for development of a property;
and construction and lease-up may not be completed on schedule, resulting in
increased debt service expense and construction costs. Development activities
are also subject to risks relating to the inability to obtain, or delays in
obtaining, all necessary zoning, land-use, building, occupancy and other
required governmental permits and authorizations. If any of the above occur, the
Company's ability to make expected distributions to stockholders could be
adversely affected. In addition, new development activities, regardless of
whether or not they are ultimately successful, typically require a substantial
portion of management's time and attention.

REAL ESTATE INVESTMENT RISKS

GENERAL RISKS. Investments of the Company are subject to the risks incident
to the ownership and operation of commercial real estate generally. The yields
available from equity investments in real estate depend on the amount of income
generated and expenses incurred. If the Company's properties do not generate
revenues sufficient to meet operating expenses, including debt service and
capital expenditures, the Company's cash available for distributions and ability
to make distributions to its stockholders will be adversely affected.

A commercial property's revenues and value may be adversely affected by a
number of factors, including the national, state and local economic climate and
real estate conditions (such as oversupply of or reduced demand for space and
changes in market rental rates); the perceptions of prospective tenants of the
safety, convenience and attractiveness of the properties; the ability of the
owner to provide adequate management, maintenance and insurance; the ability to
collect on a timely basis all rent from tenants; the expense of periodically
renovating, repairing and reletting spaces; and increasing operating costs
(including real estate taxes and utilities) which may not be passed through to
tenants. Certain significant expenditures associated with investments in real
estate (such as mortgage payments, real estate taxes, insurance and

6
<PAGE>
maintenance costs) are generally not reduced when circumstances cause a
reduction in rental revenues from the property. If a property is mortgaged to
secure the payment of indebtedness and if the Company is unable to meet its
mortgage payments, a loss could be sustained as a result of foreclosure on the
property or the exercise of other remedies by the mortgagee. In addition, real
estate values and income from properties are also affected by such factors as
compliance with laws, including tax laws, interest rate levels and the
availability of financing. Also, the rentable square feet of commercial property
is often affected by market conditions and may therefore fluctuate over time.

TENANT DEFAULTS. Substantially all of the Company's income is derived from
rental income from real property and, consequently, the Company's distributable
cash flow and ability to make expected distributions to stockholders would be
adversely affected if a significant number of tenants of its properties failed
to meet their lease obligations. In the event of a default by a lessee, the
Company may experience delays in enforcing its rights as lessor and may incur
substantial costs in protecting its investment.

MARKET ILLIQUIDITY. Equity real estate investments are relatively illiquid.
Such illiquidity will tend to limit the ability of the Company to vary its
portfolio promptly in response to changes in economic or other conditions. In
addition, provisions of the Code limit a REIT's ability to sell properties held
for fewer than four years, which may affect the Company's ability to sell
properties at a time when it is otherwise economically advantageous to do so,
thereby adversely affecting returns to stockholders.

OPERATING RISKS. The Properties are subject to operating risks common to
commercial real estate in general, any and all of which may adversely affect
occupancy or rental rates. The Properties are subject to increases in operating
expenses such as cleaning; electricity; heating, ventilation and air
conditioning ("HVAC"); elevator repair and maintenance; insurance and
administrative costs; and other general costs associated with security,
landscaping, repairs and maintenance. While the Company's tenants generally are
currently obligated to pay a portion of these escalating costs, there can be no
assurance that tenants will agree to pay such costs upon renewal or that new
tenants will agree to pay such costs. If operating expenses increase, the local
rental market may limit the extent to which rents may be increased to meet
increased expenses without decreasing occupancy rates. While the Company
implements costs saving incentive measures at each of its Properties, if any of
the above occurs, the Company's ability to make distributions to stockholders
could be adversely affected.

COMPETITION. There are numerous commercial properties that compete with the
Company in attracting tenants and numerous companies that compete in selecting
land for development and properties for acquisition.

THIRD-PARTY PROPERTY MANAGEMENT AND CONSTRUCTION. The Company pursues
actively (through its affiliated management company) the management of
properties which are owned by third parties. Risks associated with the
management of properties owned by third parties include the risk that management
contracts (which are typically cancelable without notice) will be terminated by
the entity controlling the property or in connection with the sale of such
property, that contracts may not be renewed upon expiration or may not be
renewed on terms consistent with current terms and that the rental revenues upon
which management fees are based will decline as a result of general real estate
market conditions or specific market factors affecting properties managed by the
Company, resulting in decreased management fee income. The Company's third-party
interior construction business (which is conducted through its affiliated
construction company) is subject to similar risks.

UNINSURED LOSS. The Company carries comprehensive liability, fire, extended
coverage and rental loss insurance with respect to all of the Properties, with
policy specifications, insured limits and deductibles customarily carried for
similar properties. There are, however, certain types of losses (such as losses
arising from acts of war or relating to pollution) that are not generally
insured because they are either uninsurable or not economically insurable.
Should an uninsured loss or a loss in excess of insured limits occur, the
Company could lose its capital invested in a property, as well as the
anticipated future revenue from such

7
<PAGE>
property and would continue to be obligated on any mortgage indebtedness or
other obligations related to the property. Any such loss would adversely affect
the business of the Company and its financial condition and results of
operations.

INVESTMENTS IN MORTGAGE DEBT. From time to time, the Company may invest in
mortgages which are secured by office or industrial properties and, in certain
circumstances, may result in the acquisition of the related properties through
foreclosure proceedings or negotiated settlements. In addition to the risks
associated with investments in commercial properties, investments in mortgage
indebtedness present additional risks, including the risk that the fee owners of
such properties may default in payments of interest on a current basis and that
the Company may not realize its anticipated return or sustain losses relating to
such investments. In that regard, on July 31, 1996, the Company acquired an
approximately 70% interest in certain mortgage indebtedness (the "Mortgage
Note") encumbering an approximately 350,000 square foot office building on Long
Island. The borrower under the Mortgage Note is an independent limited
partnership (the "Borrower"). The Mortgage Note had an outstanding principal
balance on the date of acquisition of approximately $51 million (excluding
accrued but unpaid interest thereon) and the Company acquired its interest
therein for approximately $22.8 million (or approximately 65% of the Company's
interest in such principal balance). An approximately 10% interest in the
Mortgage Note is owned by an independent commercial bank that is the named
mortgagee under the related loan documentation (the "Lead Bank") and the
remaining 20% interest is held by an independent real estate investor. Cash flow
from the property has been insufficient to service payments required under the
Mortgage Note prior to and since the Company acquired an interest therein and it
is expected that such shortfall will continue in the near future. Consequently,
the Borrower has defaulted on its obligations thereunder. The Lead Bank, which
maintains control of substantially all rights and remedies under the Mortgage
Note and related loan documentation, has commenced foreclosure proceedings
against the Borrower. The outcome of these proceedings remains uncertain and it
is not possible to predict whether the Company, the Lead Lender or any other
party will ultimately obtain title to the property. Nor is it possible to
predict the duration of such proceedings. In that regard, the Borrower may seek
protection under applicable bankruptcy laws and resolution may be delayed for
years. Furthermore, the Company has no independent authority to enforce the
provisions of the Mortgage Note or the related loan documentation. In addition,
the Company has been unable to obtain from the Borrower certain financial and
other information regarding the property's operations, including information
regarding current leasing activity.

RISKS INVOLVED IN PROPERTY OWNERSHIP THROUGH PARTNERSHIPS AND JOINT VENTURES

The Company owns through the Operating Partnership a 60% general partner
interest in the Omni Partnership. Odyssey Partners, L.P. and an affiliate of
Odyssey (collectively, "Odyssey") own the remaining 40% interest. Through its
partnership interest, the Company acts as managing partner and has the sole
authority to conduct the business and affairs of the Omni Partnership subject to
the limitations set forth in the Omni Partnership Agreement. These limitations
include Odyssey's right to negotiate under certain circumstances a refinancing
of the mortgage debt encumbering the Omni and Odyssey's right of first refusal
to purchase the Omni at the proposed sales price to a third party. In addition,
during the four year period that commenced on the first anniversary of the
closing of the IPO (I.E., June 2, 1996), Odyssey may elect to require the
Operating Partnership to purchase its partnership interest in the Omni
Partnership at a price based on its fair market value. The Operating Partnership
will continue to act as the sole managing partner of the Omni Partnership unless
the Operating Partnership fails to satisfy certain conditions specified in the
Omni Partnership Agreement. Under such circumstances, the Operating Partnership
may convert to a co-managing partner with an Odyssey affiliate or a limited
partner (in which case an Odyssey affiliate would become the sole managing
partner).

In addition, the Company may in the future acquire either a limited
partnership interest in a property partnership without partnership management
responsibility or a co-venturer interest or co-general partnership interest in a
property partnership with shared responsibility for managing the affairs of a
property

8
<PAGE>
partnership or joint venture and, therefore, will not be in a position to
exercise sole decision-making authority regarding the property partnership or
joint venture. In that regard, the Company (through the Operating Partnership)
owns a 60% managing member interest in a limited liability company that owns 520
White Plains Road, a 171,761 square foot office building located in Tarrytown,
New York. The remaining 40% member interest is held by Tarrytown Corporate
Center III, L.P., a partnership affiliated with the Halpern organization
("TCC"). Pursuant to the member agreement governing the joint venture
arrangement, the Company will be required to obtain the consent of TCC prior to
engaging in certain activities, including entering into or modifying a major
lease (I.E., a lease for more than 25,000 rentable square feet), financing or
refinancing indebtedness encumbering the property and selling or otherwise
transferring the property. The Company also owns (through the Operating
Partnership) a 50% co-managing member interest in a limited liability company
that owns 360 Hamilton Avenue, a 365,000 square foot office building located in
White Plains, New York. The remaining 50% co-managing member interest is held by
an unaffiliated corporation. Pursuant to the member agreement governing this
joint venture, decisions that affect the business and affairs of the joint
venture generally require the approval of both co-managing members and such
members are jointly responsible for the day-to-day operation of the property.

Partnership or joint venture investments may, under certain circumstances,
involve risks not otherwise present, including the possibility that the
Company's partners or co-venturer might become bankrupt, that such partners or
co-venturer might at any time have economic or other business interests or goals
which are inconsistent with the business interests or goals of the Company, and
that such partners or co-venturer may be in a position to take action contrary
to the instructions or the requests of the Company and contrary to the Company's
policies or objectives, including the Company's policy with respect to
maintaining its qualification as a REIT. Such investments may also have the
potential risk of impasse on decisions, such as a sale, because neither the
Company nor the partner or co-venturer would have full control over the
partnership or joint venture. Consequently, actions by such partner or
co-venturer might result in subjecting properties owned by the partnership or
joint venture to additional risk. The Company will, however, seek to maintain
sufficient control of such partnerships or joint ventures to permit the
Company's business objectives to be achieved. There is no limitation under the
Company's organizational documents as to the amount of available funds that may
be invested in partnerships or joint ventures.

POTENTIAL ENVIRONMENTAL LIABILITY RELATED TO THE PROPERTIES

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, the Company 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.

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<PAGE>
All of the Office Properties and all of the Industrial Properties have been
subjected to a Phase I or similar environmental audit after April 1, 1994 (which
involved general inspections without soil sampling, ground water analysis or
radon testing and, for the Properties constructed in 1978 or earlier, survey
inspections to ascertain the existence of ACMs were conducted) completed by
independent environmental consultant companies (except for 35 Pinelawn Road
which was originally developed by Reckson and subjected to a Phase I in April
1992). These environmental audits have not revealed any environmental liability
that would have a material adverse effect on the Company's business.

RISKS OF FAILURE TO QUALIFY AS A REIT

The Company intends to operate so as to qualify as a REIT under the Code
commencing with its taxable year ended December 31, 1995. Although management of
the Company believes that the Company has been organized and operates in such a
manner, no assurance can be given that the Company will qualify or remain
qualified as a REIT. See "Federal Income Tax Considerations."

EFFECT OF MARKET INTEREST RATES ON PRICE OF COMMON STOCK AND PREFERRED STOCK

One of the factors that influences the market price of the shares of Common
Stock in public markets is the annual yield on the price paid for shares of
Common Stock from distributions by the Company. An increase in market interest
rates may lead prospective purchasers of the Common Stock to demand a higher
annual yield from future distributions. Such an increase in the required
distribution yield may adversely affect the market price of the Common Stock.
Similar risks may apply to shares of Preferred Stock.

USE OF PROCEEDS

The net proceeds to the Company from the sale of the Securities offered
hereby will be used for general corporate purposes, which may include the
repayment of existing indebtedness, the development or acquisition of additional
properties as suitable opportunities arise and the renovation, expansion and
improvement of the Company's existing properties. Further details relating to
the use of the net proceeds will be set forth in the applicable Prospectus
Supplement.

RATIOS OF EARNINGS TO FIXED CHARGES

The following table sets forth the Company's consolidated ratios of earnings
to fixed charges for the periods shown:

<TABLE>
<CAPTION>
JUNE 3, 1995 JANUARY 1, 1995 YEAR ENDED DECEMBER 31,
SIX MONTHS ENDED TO TO ------------------------------------------
JUNE 30, 1996 DECEMBER 31, 1995 JUNE 2, 1995 1994 1993 1992 1991
- ------------------- ------------------- --------------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
2.83x......... 2.71x 0.96x(1) 0.97x(1) 0.65x(1) 0.70x(1) 0.67x(1)
</TABLE>

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

(1) Prior to completion of the IPO on June 2, 1995, the Company's predecessors
operated in a manner as to minimize net taxable income to the owners. The
IPO and the related formation transactions permitted the Company to
deleverage its properties significantly, resulting in a significantly
improved ratio of earnings to fixed charges.

The ratios of earnings to combined fixed charges were computed by dividing
earnings by fixed charges. For this purpose, earnings consist of income from
continuing operations before minority interest and fixed charges. Fixed charges
consist of interest expense (including interest costs capitalized) and the
amortization of debt issuance costs. To date, the Company has not issued any
Preferred Stock; therefore, the ratio of earnings to combined fixed charges and
Preferred Stock dividends are unchanged from the ratios in this section.

10
<PAGE>
DESCRIPTION OF PREFERRED STOCK

GENERAL

The Articles of Incorporation of the Company provide that the Company may
issue up to 25 million shares of preferred stock, $.01 par value per share, of
which no Preferred Stock was outstanding at the date hereof.

The following description of the Preferred Stock sets forth certain general
terms and provisions of the Preferred Stock to which any Prospectus Supplement
may relate. The statements below describing the Preferred Stock are in all
respects subject to and qualified in their entirety by reference to the
applicable provisions of the Articles of Incorporation and Bylaws of the Company
and any applicable articles supplementary to the Articles of Incorporation
designating terms of a series of Preferred Stock (a "Designating Amendment").

The issuance of Preferred Stock could adversely affect the voting power,
dividend rights and other rights of holders of Common Stock. Issuance of
Preferred Stock also could, depending on the terms of such issue, either impede,
delay, prevent or facilitate a merger, tender offer or change in control of the
Company. Although the Board of Directors is required to make a determination as
to the best interests of the stockholders of the Company when issuing Preferred
Stock, the Board could act in a manner that would discourage an acquisition
attempt or other transaction that some, or a majority, of the stockholders might
believe to be in the best interests of the Company or in which stockholders
might receive a premium for their shares over the then prevailing market price.
Management believes that the availability of Preferred Stock will provide the
Company with increased flexibility in structuring possible future financing and
acquisitions and in meeting other needs that might arise.

TERMS

Subject to the limitations prescribed by the Articles of Incorporation, the
Board of Directors is authorized to fix the number of shares constituting each
series of Preferred Stock and the designations and powers, preferences and
relative, participating, optional or other special rights and qualifications,
limitations or restrictions thereof, including such provisions as may be desired
concerning voting, redemption, dividends, dissolution or the distribution of
assets, conversion or exchange, and such other subjects or matters as may be
fixed by resolution of the Board of Directors. The Preferred Stock will, when
issued, be fully paid and nonassessable by the Company and will have no
preemptive rights.

Reference is made to the Prospectus Supplement relating to the Preferred
Stock offered thereby for specific terms, including:

(1) The title and stated value of such Preferred Stock;

(2) The number of shares of such Preferred Stock offered, the
liquidation preference per share and the offering price of such Preferred
Stock;

(3) The dividend rate(s), period(s) and/or payment date(s) or method(s)
of calculation thereof applicable to such Preferred Stock;

(4) The date from which dividends on such Preferred Stock shall
accumulate, if applicable;

(5) The procedures for any auction and remarketing, if any, for such
Preferred Stock;

(6) The provision for a sinking fund, if any, for such Preferred Stock;

(7) The provision for redemption, if applicable, of such Preferred
Stock;

(8) Any listing of such Preferred Stock on any securities exchange;

11
<PAGE>
(9) The terms and conditions, if applicable, upon which such Preferred
Stock will be convertible into Common Stock of the Company, including the
conversion price (or manner of calculation thereof);

(10) Any other specific terms, preferences, rights, limitations or
restrictions of such Preferred Stock;

(11) A discussion of federal income tax considerations applicable to such
Preferred Stock;

(12) The relative ranking and preferences of such Preferred Stock as to
dividend rights and rights upon liquidation, dissolution or winding up of
the affairs of the Company;

(13) Any limitations on issuance of any series of Preferred Stock ranking
senior to or on a parity with such series of Preferred Stock as to dividend
rights and rights upon liquidation, dissolution or winding up of the affairs
of the Company; and

(14) Any limitations on direct or beneficial ownership and restrictions
on transfer, in each case as may be appropriate to preserve the status of
the Company as a REIT.

RANK

Unless otherwise specified in the Prospectus Supplement, the Preferred Stock
will, with respect to dividend rights and rights upon liquidation, dissolution
or winding up of the Company, rank (i) senior to all classes or series of Common
Stock of the Company, and to all equity securities ranking junior to such
Preferred Stock; (ii) on a parity with all equity securities issued by the
Company the terms of which specifically provide that such equity securities rank
on a parity with the Preferred Stock; and (iii) junior to all equity securities
issued by the Company the terms of which specifically provide that such equity
securities rank senior to the Preferred Stock. The term "equity securities" does
not include convertible debt securities.

DIVIDENDS

Unless otherwise specified in the Prospectus Supplement, the Preferred Stock
will have the rights with respect to payment of dividends set forth below.

Holders of the Preferred Stock of each series will be entitled to receive,
when, as and if declared by the Board of Directors of the Company, out of assets
of the Company legally available for payment, cash dividends at such rates and
on such dates as will be set forth in the applicable Prospectus Supplement. Each
such dividend shall be payable to holders of record as they appear on the share
transfer books of the Company on such record dates as shall be fixed by the
Board of Directors of the Company.

Dividends on any series of the Preferred Stock may be cumulative or
non-cumulative, as provided in the applicable Prospectus Supplement. Dividends,
if cumulative, will be cumulative from and after the date set forth in the
applicable Prospectus Supplement. If the Board of Directors of the Company fails
to declare a dividend payable on a dividend payment date on any series of the
Preferred Stock for which dividends are non-cumulative, then the holders of such
series of the Preferred Stock will have no right to receive a dividend in
respect of the dividend period ending on such dividend payment date, and the
Company will have no obligation to pay the dividend accrued for such period,
whether or not dividends on such series are declared payable on any future
dividend payment date.

If Preferred Stock of any series is outstanding, no dividends will be
declared or paid or set apart for payment on any capital stock of the Company of
any other series ranking, as to dividends, on a parity with or junior to the
Preferred Stock of such series for any period unless (i) if such series of
Preferred Stock has a cumulative dividend, full cumulative dividends have been
or contemporaneously are declared and paid or declared and a sum sufficient for
the payment thereof set apart for such payment on the Preferred Stock of such
series for all past dividend periods and the then current dividend period or
(ii) if such series of

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<PAGE>
Preferred Stock does not have a cumulative dividend, full dividends for the then
current dividend period have been or contemporaneously are declared and paid or
declared and a sum sufficient for the payment thereof set apart for such payment
on the Preferred Stock of such series. When dividends are not paid in full (or a
sum sufficient for such full payment is not so set apart) upon Preferred Stock
of any series and the shares of any other series of Preferred Stock ranking on a
parity as to dividends with the Preferred Stock of such series, all dividends
declared upon Preferred Stock of such series and any other series of Preferred
Stock ranking on a parity as to dividends with such Preferred Stock shall be
declared pro rata so that the amount of dividends declared per share of
Preferred Stock of such series and such other series of Preferred Stock shall in
all cases bear to each other the same ratio that accrued dividends per share on
the Preferred Stock of such series (which shall not include any accumulation in
respect of unpaid dividends for prior dividend periods if such Preferred Stock
does not have a cumulative dividend) and such other series of Preferred Stock
bear to each other. No interest, or sum of money in lieu of interest, shall be
payable in respect of any dividend payment or payments on Preferred Stock of
such series which may be in arrears.

Except as provided in the immediately preceding paragraph, unless (i) if
such series of Preferred Stock has a cumulative dividend, full cumulative
dividends on the Preferred Stock of such series have been or contemporaneously
are declared and paid or declared and a sum sufficient for the payment thereof
set apart for payment for all past dividend periods and the then current
dividend period, and (ii) if such series of Preferred Stock does not have a
cumulative dividend, full dividends on the Preferred Stock of such series have
been or contemporaneously are declared and paid or declared and a sum sufficient
for the payment thereof set apart for payment for the then current dividend
period, no dividends (other than in shares of Common Stock or other capital
shares ranking junior to the Preferred Stock of such series as to dividends and
upon liquidation) shall be declared or paid or set aside for payment or other
distribution shall be declared or made upon the Common Stock, or any other
capital shares of the Company ranking junior to or on a parity with the
Preferred Stock of such series as to dividends or upon liquidation, nor shall
any shares of Common Stock, or any other capital shares of the Company ranking
junior to or on a parity with the Preferred Stock of such series as to dividends
or upon liquidation be redeemed, purchased or otherwise acquired for any
consideration (or any moneys be paid to or made available for a sinking fund for
the redemption of any such shares) by the Company (except by conversion into or
exchange for other capital shares of the Company ranking junior to the Preferred
Stock of such series as to dividends and upon liquidation).

REDEMPTION

If so provided in the applicable Prospectus Supplement, the Preferred Stock
will be subject to mandatory redemption or redemption at the option of the
Company, as a whole or in part, in each case upon the terms, at the times and at
the redemption prices set forth in such Prospectus Supplement.

The Prospectus Supplement relating to a series of Preferred Stock that is
subject to mandatory redemption will specify the number of shares of such
Preferred Stock that shall be redeemed by the Company in each year commencing
after a date to be specified, at a redemption price per share to be specified,
together with an amount equal to all accrued and unpaid dividends thereon (which
shall not, if such Preferred Stock does not have a cumulative dividend, include
any accumulation in respect of unpaid dividends for prior dividend periods) to
the date of redemption. The redemption price may be payable in cash or other
property, as specified in the applicable Prospectus Supplement. If the
redemption price for Preferred Stock of any series is payable only from the net
proceeds of the issuance of capital shares of the Company, the terms of such
Preferred Stock may provide that, if no such capital shares shall have been
issued or to the extent the net proceeds from any issuance are insufficient to
pay in full the aggregate redemption price then due, such Preferred Stock shall
automatically and mandatorily be converted into the applicable capital shares of
the Company pursuant to conversion provisions specified in the applicable
Prospectus Supplement.

13
<PAGE>
Notwithstanding the foregoing, unless (i) if such series of Preferred Stock
has a cumulative dividend, full cumulative dividends on all shares of any series
of Preferred Stock shall have been or contemporaneously are declared and paid or
declared and a sum sufficient for the payment thereof set apart for payment for
all past dividend periods and the then current dividend period, and (ii) if such
series of Preferred Stock does not have a cumulative dividend, full dividends on
the Preferred Stock of any series have been or contemporaneously are declared
and paid or declared and a sum sufficient for the payment thereof set apart for
payment for the then current dividend period, no shares of any series of
Preferred Stock shall be redeemed unless all outstanding Preferred Stock of such
series is simultaneously redeemed; PROVIDED, HOWEVER, that the foregoing shall
not prevent the purchase or acquisition of Preferred Stock of such series to
preserve the REIT status of the Company or pursuant to a purchase or exchange
offer made on the same terms to holders of all outstanding Preferred Stock of
such series. In addition, unless (i) if such series of Preferred Stock has a
cumulative dividend, full cumulative dividends on all outstanding shares of any
series of Preferred Stock have been or contemporaneously are declared and paid
or declared and a sum sufficient for the payment thereof set apart for payment
for all past dividend period and the then current dividend period, and (ii) if
such series of Preferred Stock does not have a cumulative dividend, full
dividends on the Preferred Stock of any series have been or contemporaneously
are declared and paid or declared and a sum sufficient for the payment thereof
set apart for payment for the then current dividend period, the Company shall
not purchase or otherwise acquire directly or indirectly any shares of Preferred
Stock of such series (except by conversion into or exchange for capital shares
of the Company ranking junior to the Preferred Stock of such series as to
dividends and upon liquidation); PROVIDED, HOWEVER, that the foregoing shall not
prevent the purchase or acquisition of Preferred Stock of such series to
preserve the REIT status of the Company or pursuant to a purchase or exchange
offer made on the same terms to holders of all outstanding Preferred Stock of
such series.

If fewer than all of the outstanding shares of Preferred Stock of any series
are to be redeemed, the number of shares to be redeemed will be determined by
the Company and such shares may be redeemed PRO RATA from the holders of record
of such shares in proportion to the number of such shares held or for which
redemption is requested by such holder (with adjustments to avoid redemption of
fractional shares) or by lot in a manner determined by the Company.

Notice of redemption will be mailed at least 30 days but not more than 60
days before the redemption date to each holder of record of Preferred Stock of
any series to be redeemed at the address shown on the share transfer books of
the Company. Each notice shall state: (i) the redemption date; (ii) the number
of shares and series of the Preferred Stock to be redeemed; (iii) the redemption
price; (iv) the place or places where certificates for such Preferred Stock are
to be surrendered for payment of the redemption price; (v) that dividends on the
shares to be redeemed will cease to accrue on such redemption date; and (vi) the
date upon which the holder's conversion rights, if any, as to such shares shall
terminate. If fewer than all the shares of Preferred Stock of any series are to
be redeemed, the notice mailed to each such holder thereof shall also specify
the number of shares of Preferred Stock to be redeemed from each such holder. If
notice of redemption of any Preferred Stock has been given and if the funds
necessary for such redemption have been set aside by the Company in trust for
the benefit of the holders of any Preferred Stock so called for redemption, then
from and after the redemption date dividends will cease to accrue on such
Preferred Stock, and all rights of the holders of such shares will terminate,
except the right to receive the redemption price.

LIQUIDATION PREFERENCE

Upon any voluntary or involuntary liquidation, dissolution or winding up of
the affairs of the Company, then, before any distribution or payment shall be
made to the holders of any Common Stock or any other class or series of capital
shares of the Company ranking junior to the Preferred Stock in the distribution
of assets upon any liquidation, dissolution or winding up of the Company, the
holders of each series of Preferred Stock shall be entitled to receive out of
assets of the Company legally available for

14
<PAGE>
distribution to shareholders liquidating distributions in the amount of the
liquidation preference per share (set forth in the applicable Prospectus
Supplement), plus an amount equal to all dividends accrued and unpaid thereon
(which shall not include any accumulation in respect of unpaid dividends for
prior dividend periods if such Preferred Stock does not have a cumulative
dividend). After payment of the full amount of the liquidating distributions to
which they are entitled, the holders of Preferred Stock will have no rights or
claim to any of the remaining assets of the Company. In the event that, upon any
such voluntary or involuntary liquidation, dissolution or winding up, the
available assets of the Company are insufficient to pay the amount of the
liquidating distributions on all outstanding Preferred Stock and the
corresponding amounts payable on all shares of other classes or series of
capital shares of the Company ranking on a parity with the Preferred Stock in
the distribution of assets, then the holders of the Preferred Stock and all
other such classes or series of capital shares shall share ratably in any such
distribution of assets in proportion to the full liquidating distributions to
which they would otherwise be respectively entitled.

If liquidating distributions shall have been made in full to all holders of
Preferred Stock, the remaining assets of the Company shall be distributed among
the holders of any other classes or series of capital shares ranking junior to
the Preferred Stock upon liquidation, dissolution or winding up, according to
their respective rights and preferences and in each case according to their
respective number of shares. For such purposes, the consolidation or merger of
the Company with or into any other corporation, trust or entity, or the sale,
lease or conveyance of all or substantially all of the property or business of
the Company, shall not be deemed to constitute a liquidation, dissolution or
winding up of the Company.

VOTING RIGHTS

Holders of the Preferred Stock will not have any voting rights, except as
set forth below or as otherwise from time to time required by law or as
indicated in the applicable Prospectus Supplement.

Whenever dividends on any shares of Preferred Stock shall be in arrears for
six or more consecutive quarterly periods, the holders of such shares of
Preferred Stock (voting separately as a class with all other series of Preferred
Stock upon which like voting rights have been conferred and are exercisable)
will be entitled to vote for the election of two additional directors of the
Company at a special meeting called by the holders of record of at least ten
percent (10%) of any series of Preferred Stock so in arrears (unless such
request is received less than 90 days before the date fixed for the next annual
or special meeting of the stockholders) or at the next annual meeting of
stockholders, and at each subsequent annual meeting until (i) if such series of
Preferred Stock has a cumulative dividend, all dividends accumulated on such
shares of Preferred Stock for the past dividend periods and the then current
dividend period shall have been fully paid or declared and a sum sufficient for
the payment thereof set aside for payment or (ii) if such series of Preferred
Stock does not have a cumulative dividend, four consecutive quarterly dividends
shall have been fully paid or declared and a sum sufficient for the payment
thereof set aside for payment. In such case, the entire Board of Directors of
the Company will be increased by two directors.

Unless provided otherwise for any series of Preferred Stock, so long as any
shares of Preferred Stock remain outstanding, the Company will not, without the
affirmative vote or consent of the holders of at least two-thirds of the shares
of each series of Preferred Stock outstanding at the time, given in person or by
proxy, either in writing or at a meeting (such series voting separately as a
class), (i) authorize or create, or increase the authorized or issued amount of,
any class or series of capital stock ranking prior to such Preferred Stock with
respect to payment of dividends or the distribution of assets upon liquidation,
dissolution or winding up or reclassify any authorized capital stock of the
Company into such shares, or create, authorize or issue any obligation or
security convertible into or evidencing the right to purchase any such shares;
or (ii) amend, alter or repeal the provisions of the Company's Articles of
Incorporation or the Designating Amendment for such series of Preferred Stock,
whether by merger, consolidation or otherwise (an "Event"), so as to materially
and adversely affect any right, preference, privilege or voting power of such
series of Preferred Stock or the holders thereof; PROVIDED, HOWEVER, with
respect to the occurrence of any of the Events set forth in (ii) above so long
as the Preferred Stock remains outstanding with the terms

15
<PAGE>
thereof materially unchanged, taking into account that upon the occurrence of an
Event, the Company may not be the surviving entity, the occurrence of any such
Event shall not be deemed to materially and adversely affect such rights,
preferences, privileges or voting power of holders of Preferred Stock and
provided further that (x) any increase in the amount of the authorized Preferred
Stock or the creation or issuance of any other series of Preferred Stock, or (y)
any increase in the amount of authorized shares of such series or any other
series of Preferred Stock, in each case ranking on a parity with or junior to
the Preferred Stock of such series with respect to payment of dividends or the
distribution of assets upon liquidation, dissolution or winding up, shall not be
deemed to materially and adversely affect such rights, preferences, privileges
or voting powers.

The foregoing voting provisions will not apply if, at or prior to the time
when the act with respect to which such vote would otherwise be required shall
be effected, all outstanding shares of such series of Preferred Stock shall have
been redeemed or called for redemption and sufficient funds shall have been
deposited in trust to effect such redemption.

CONVERSION RIGHTS

The terms and conditions, if any, upon which any series of Preferred Stock
is convertible into shares of Common Stock will be set forth in the applicable
Prospectus Supplement relating thereto. Such terms will include the number of
shares of Common Stock into which the shares of Preferred Stock are convertible,
the conversion price (or manner of calculation thereof), the conversion period,
provisions as to whether conversion will be at the option of the holders of the
Preferred Stock or the Company, the events requiring an adjustment of the
conversion price and provisions affecting conversion in the event of the
redemption of such series of Preferred Stock.

SHAREHOLDER LIABILITY

As discussed below under "Description of Common Stock--General," applicable
Maryland law provides that no shareholder, including holders of Preferred Stock,
shall be personally liable for the acts and obligations of the Company and that
the funds and property of the Company shall be the only recourse for such acts
or obligations.

RESTRICTIONS ON OWNERSHIP

As discussed below under "Restrictions on Ownership of Capital Stock," for
the Company to qualify as a REIT under the Code, not more than 50% in value of
its outstanding capital stock may be owned, directly or indirectly, by five or
fewer individuals (as defined in the Code to include certain entities) during
the last half of a taxable year. Therefore, the Designating Amendment for each
series of Preferred Stock may contain provisions restricting the ownership and
transfer of the Preferred Stock. The applicable Prospectus Supplement will
specify any additional ownership limitation relating to a series of Preferred
Stock.

REGISTRAR AND TRANSFER AGENT

The Registrar and Transfer Agent for the Preferred Stock will be set forth
in the applicable Prospectus Supplement.

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<PAGE>
DESCRIPTION OF COMMON STOCK

GENERAL

The Company's Articles of Amendment and Restatement (the "Articles of
Incorporation") provide that the Company may issue up to 100 million shares of
Common Stock, $.01 par value per share. Each outstanding share of Common Stock
will entitle the holder to one vote on all matters presented to stockholders for
a vote and cumulative voting is not permitted. Holders of the Common Stock do
not have preemptive rights. At September 30, 1996, there were 10,439,200 shares
of Common Stock outstanding.

All shares of Common Stock offered hereby have been duly authorized, and
will be fully paid and nonassessable. Subject to the preferential rights of any
other shares or series of stock and to the provisions of the Articles of
Incorporation regarding Excess Stock (as defined under "Restrictions on
Ownership of Capital Stock"), holders of shares of Common Stock are entitled to
receive dividends on such stock if, as and when authorized and declared by the
Board of Directors of the Company out of assets legally available therefor and
to share ratably in the assets of the Company legally available for distribution
to its stockholders in the event of its liquidation, dissolution or winding up
after payment of or adequate provision for all known debts and liabilities of
the Company.

Subject to the provisions of the Articles of Incorporation regarding Excess
Stock, each outstanding share of Common Stock entitles the holder to one vote on
all matters submitted to a vote of stockholders, including the election of
directors, and, except as provided with respect to any other class or series of
stock, the holders of such shares will possess the exclusive voting power. There
is no cumulative voting in the election of directors, which means that the
holders of a majority of the outstanding shares of Common Stock can elect all of
the directors then standing for election and the holders of the remaining shares
will not be able to elect any directors.

Holders of shares of Common Stock have no preference, conversion, exchange,
sinking fund, redemption or appraisal rights and have no preemptive rights to
subscribe for any securities of the Company. Subject to the provisions of the
Articles of Incorporation regarding Excess Stock, shares of Common Stock will
have equal dividend, liquidation and other rights.

CERTAIN PROVISIONS OF THE COMPANY'S ARTICLES OF INCORPORATION

Under the Maryland General Corporation Law, as amended (the "MGCL"), a
Maryland corporation generally cannot dissolve, amend its charter, merge, sell
all or substantially all of its assets, engage in a share exchange or engage in
similar transactions outside the ordinary course of business unless approved by
the affirmative vote of stockholders holding at least two-thirds of the shares
entitled to vote on the matter unless a lesser percentage (but not less than a
majority of all of the votes entitled to be cast on the matter) is set forth in
the corporation's charter. The Articles of Incorporation do not provide for a
lesser percentage in such situations. In addition, the Operating Partnership
Agreement provides that for the five-year period following the completion of the
IPO, the Operating Partnership may not sell, transfer or otherwise dispose of
all or substantially all of its assets or engage in any other similar
transaction (regardless of the form of such transaction) without the consent of
the holders of 85% of all outstanding Units.

The Articles of Incorporation authorize the Board of Directors to reclassify
any unissued shares of Common Stock into other classes or series of classes of
stock and to establish the number of shares in each class or series and to set
the preferences, conversion and other rights, voting powers, restrictions,
limitations and restrictions on ownership, limitations as to dividends or other
distributions, qualifications and terms or conditions of redemption for each
such class or series.

The Company's Board of Directors is divided into three classes of directors,
each class constituting approximately one-third of the total number of
directors, with the classes serving staggered terms. At each annual meeting of
stockholders, the class of directors to be elected at such meeting will be
elected for a

17
<PAGE>
three-year term and the directors in the other two classes will continue in
office. The Company believes that classified directors will help to assure the
continuity and stability of the Board of Directors and the Company's business
strategies and policies as determined by the Board. The use of a staggered board
may render more difficult a change in control of the Company or removal of
incumbent management.

RESTRICTIONS ON OWNERSHIP

For the Company to qualify as a REIT under the Code, not more than 50% in
value of its outstanding Common Stock may be owned, directly or indirectly, by
five or fewer individuals (as defined in the Code) during the last half of a
taxable year and the Common Stock must be beneficially owned by 100 or more
persons during at least 335 days of a taxable year of 12 months (or during a
proportionate part of a shorter taxable year). To satisfy the above ownership
requirements and certain other requirements for qualification as a REIT, the
Board of Directors has adopted, and the stockholders prior to the IPO approved,
a provision in the Articles of Incorporation restricting the ownership or
acquisition of shares of Common Stock. See "Restrictions on Ownership of Capital
Stock."

TRANSFER AGENT AND REGISTRAR

The transfer agent and registrar for the Common Stock is American Stock
Transfer & Trust Company.

DESCRIPTION OF WARRANTS

The Company may issue Warrants for the purchase of Preferred Stock or Common
Stock. Warrants may be issued independently or together with any Securities and
may be attached to or separate from such Securities. Each series of Warrants
will be issued under a separate warrant agreement (each, a "Warrant Agreement")
to be entered into between the Company and a warrant agent specified therein
("Warrant Agent"). The Warrant Agent will act solely as an agent of the Company
in connection with the Warrants of such series and will not assume any
obligation or relationship of agency or trust for or with any holders or
beneficial owners of Warrants.

The applicable Prospectus Supplement will describe the following terms,
where applicable, of the Warrants in respect of which this Prospectus is being
delivered: (1) the title of such Warrants; (2) the aggregate number of such
Warrants; (3) the price or prices at which such Warrants will be issued; (4) the
currencies in which the price or prices of such Warrants may be payable; (5) the
designation, amount and terms of the Securities purchasable upon exercise of
such Warrants; (6) the designation and terms of the other Securities, if any,
with which such Warrants are issued and the number of such Warrants issued with
each such security; (7) if applicable, the date on and after which such Warrants
and the Securities purchasable upon exercise of such Warrants will be separately
transferable; (8) the price or prices at which and currency or currencies in
which the Securities purchasable upon exercise of such Warrants may be
purchased; (9) the date on which the right to exercise such Warrants shall
commence and the date on which such right shall expire; (10) the minimum or
maximum amount of such Warrants which may be exercised at any one time; (11)
information with respect to book-entry procedures, if any; (12) a discussion of
certain federal income tax considerations; and (13) any other material terms of
such Warrants, including terms, procedures and limitations relating to the
exchange and exercise of such Warrants.

18
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RESTRICTIONS ON OWNERSHIP OF CAPITAL STOCK

EXCESS STOCK

The Articles of Incorporation provide that the Company may issue up to 75
million shares of excess stock, par value $.01 per share ("Excess Stock"). For a
description of Excess Stock, see "--Restrictions on Ownership" below.

RESTRICTIONS ON OWNERSHIP

For the Company to qualify as a REIT under the Code, among other things, not
more than 50% in value of its outstanding capital stock may be owned, directly
or indirectly, by five or fewer individuals (defined in the Code to include
certain entities) during the last half of a taxable year (other than the first
year) (the "Five or Fewer Requirement"), and such shares of capital stock must
be beneficially owned by 100 or more persons during at least 335 days of a
taxable year of 12 months (other than the first year) or during a proportionate
part of a shorter taxable year. Pursuant to the Code, Common Stock held by
certain types of entities, such as pension trusts qualifying under Section
401(a) of the Code, United States investment companies registered under the
Investment Company Act of 1940, partnerships, trusts and corporations, will be
attributed to the beneficial owners of such entities for purposes of the Five or
Fewer Requirement (I.E., the beneficial owners of such entities will be counted
as shareholders of the Company). In order to protect the Company against the
risk of losing its status as a REIT due to a concentration of ownership among
its stockholders, the Articles of Incorporation, subject to certain exceptions,
provide that no stockholder may own, or be deemed to own by virtue of the
attribution provisions of the Code, more than 9.0% (the "Ownership Limit") of
the aggregate number or value of the Company's outstanding shares of Common
Stock. In the event the Company issues Preferred Stock, it may, in the
Designating Amendment, determine a limit on the ownership of such stock. Any
direct or indirect ownership of shares of stock in excess of the Ownership Limit
or that would result in the disqualification of the Company as a REIT, including
any transfer that results in shares of capital stock being owned by fewer than
100 persons or results in the Company being "closely held" within the meaning of
Section 856(h) of the Code, shall be null and void, and the intended transferee
will acquire no rights to the shares of capital stock. The foregoing
restrictions on transferability and ownership will not apply if the Board of
Directors determines that it is no longer in the best interests of the Company
to attempt to qualify, or to continue to qualify, as a REIT. The Board of
Directors may, in its sole discretion, waive the Ownership Limit if evidence
satisfactory to the Board of Directors and the Company's tax counsel is
presented that the changes in ownership will not then or in the future
jeopardize the Company's REIT status and the Board of Directors otherwise
decides that such action is in the best interest of the Company.

Shares of capital stock owned, or deemed to be owned, or transferred to a
stockholder in excess of the Ownership Limit will automatically be converted
into shares of Excess Stock that will be transferred, by operation of law, to
the trustee of a trust for the exclusive benefit of one or more charitable
organizations described in Section 170(b)(1)(A) and 170(c) of the Code (the
"Charitable Beneficiary"). The trustee of the trust will be deemed to own the
Excess Stock for the benefit of the Charitable Beneficiary on the date of the
violative transfer to the original transferee-stockholder. Any dividend or
distribution paid to the original transferee-stockholder of Excess Stock prior
to the discovery by the Company that capital stock has been transferred in
violation of the provisions of the Company's Articles of Incorporation shall be
repaid to the trustee upon demand. Any dividend or distribution authorized and
declared but unpaid shall be rescinded as void AB INITIO with respect to the
original transferee-stockholder and shall instead be paid to the trustee of the
trust for the benefit of the Charitable Beneficiary. Any vote cast by an
original transferee-stockholder of shares of capital stock constituting Excess
Stock prior to the discovery by the Company that shares of capital stock have
been transferred in violation of the provisions of the Company's Articles of
Incorporation shall be rescinded as void AB INITIO. While the Excess Stock is
held in trust, the original transferee-stockholder will be deemed to have given
an irrevocable proxy to the trustee to vote the capital stock for the benefit of
the Charitable Beneficiary. The trustee of the trust may transfer the interest

19
<PAGE>
in the trust representing the Excess Stock to any person whose ownership of the
shares of capital stock converted into such Excess Stock would be permitted
under the Ownership Limit. If such transfer is made, the interest of the
Charitable Beneficiary shall terminate and the proceeds of the sale shall be
payable to the original transferee-stockholder and to the Charitable Beneficiary
as described herein. The original transferee-stockholder shall receive the
lesser of (i) the price paid by the original transferee-stockholder for the
shares of capital stock that were converted into Excess Stock or, if the
original transferee-stockholder did not give value for such shares (E.G., the
stock was received through a gift, devise or other transaction), the average
closing price for the class of shares from which such shares of capital stock
were converted for the ten trading days immediately preceding such sale or gift,
and (ii) the price received by the trustee from the sale or other disposition of
the Excess Stock held in trust. The trustee may reduce the amount payable to the
original transferee-stockholder by the amount of dividends and distributions
relating to the shares of Excess Stock which have been paid to the original
transferee-stockholder and are owed by the original transferee-stockholder to
the trustee. Any proceeds in excess of the amount payable to the original
transferee-stockholder shall be paid by the trustee to the Charitable
Beneficiary. Any liquidation distributions relating to Excess Stock shall be
distributed in the same manner as proceeds of a sale of Excess Stock. If the
foregoing transfer restrictions are determined to be void or invalid by virtue
of any legal decision, statute, rule or regulations, then the original
transferee-stockholder of any shares of Excess Stock may be deemed, at the
option of the Company, to have acted as an agent on behalf of the Company in
acquiring the shares of Excess Stock and to hold the shares of Excess Stock on
behalf of the Company.

In addition, the Company will have the right, for a period of 90 days during
the time any shares of Excess Stock are held in trust, to purchase all or any
portion of the shares of Excess Stock at the lesser of (i) the price initially
paid for such shares by the original transferee-stockholder, or if the original
transferee-stockholder did not give value for such shares (E.G., the shares were
received through a gift, devise or other transaction), the average closing price
for the class of stock from which such shares of Excess Stock were converted for
the ten trading days immediately preceding such sale or gift, and (ii) the
average closing price for the class of stock from which such shares of Excess
Stock were converted for the ten trading days immediately preceding the date the
Company elects to purchase such shares. The Company may reduce the amount
payable to the original transferee-stockholder by the amount of dividends and
distributions relating to the shares of Excess Stock which have been paid to the
original transferee-stockholder and are owned by the original
transferee-stockholder to the trustee. The Company may pay the amount of such
reductions to the trustee for the benefit of the Charitable Beneficiary. The
90-day period begins on the later date of which notice is received of the
violative transfer if the original transferee-stockholder gives notice to the
Company of the transfer or, if no such notice is given, the date the Board of
Directors determines that a violative transfer has been made.

These restrictions will not preclude settlement of transactions through the
New York Stock Exchange.

All certificates representing shares of capital stock will bear a legend
referring to the restrictions described above.

Each stockholder shall upon demand be required to disclose to the Company in
writing any information with respect to the direct, indirect and constructive
ownership of capital stock of the Company as the Board of Directors deems
necessary to comply with the provisions of the Code applicable to REITs, to
comply with the requirements of any taxing authority or governmental agency or
to determine any such compliance.

The Ownership Limit may have the effect of delaying, deferring or preventing
a change in control of the Company unless the Board of Directors determines that
maintenance of REIT status is no longer in the best interest of the Company.

20
<PAGE>
FEDERAL INCOME TAX CONSIDERATIONS

The Company believes it has operated, and the Company intends to continue to
operate, in such a manner as to qualify as a REIT under the Code, but no
assurance can be given that it will at all times so qualify.

The provisions of the Code pertaining to REITs are highly technical and
complex. The following is a brief and general summary of certain provisions that
currently govern the federal income tax treatment of the Company and its
stockholders. For the particular provisions that govern the federal income tax
treatment of the Company and its stockholders, reference is made to Sections 856
through 860 of the Code and the regulations thereunder. The following summary is
qualified in its entirety by such reference.

Under the Code, if certain requirements are met in a taxable year, a REIT
generally will not be subject to federal income tax with respect to income that
it distributes to its stockholders. If the Company fails to qualify during any
taxable year as a REIT, unless certain relief provisions are available, it will
be subject to tax (including any applicable alternative minimum tax) on its
taxable income at regular corporate rates, which could have a material adverse
effect upon its stockholders.

In any year in which the Company qualifies to be taxed as a REIT,
distributions made to its stockholders out of current or accumulated earnings
and profits will be taxed to stockholders as ordinary income except that
distributions of net capital gains designated by the Company as capital gain
dividends will be taxed as long-term capital gain income to the stockholders. To
the extent that distributions exceed current or accumulated earnings and
profits, they will constitute a return of capital, rather than dividend or
capital gain income, and will reduce the basis for the stockholder's Common
Stock or Preferred Stock, with respect to which the distribution is paid or, to
the extent that they exceed such basis, will be taxed in the same manner as gain
from the sale of that Common Stock or Preferred Stock.

Investors are urged to consult their own tax advisors with respect to the
appropriateness of an investment in the Securities offered hereby and with
respect to the tax consequences arising under federal law and the laws of any
state, municipality or other taxing jurisdiction, including tax consequences
resulting from such investor's own tax characteristics. In particular, foreign
investors should consult their own tax advisors concerning the tax consequences
of an investment in the Company, including the possibility of United States
income tax withholding on Company distributions.

21
<PAGE>
PLAN OF DISTRIBUTION

The Company may sell the Securities to one or more underwriters for public
offering and sale by them or may sell the Securities to investors directly or
through agents. Any such underwriter or agent involved in the offer and sale of
the Securities will be named in the applicable Prospectus Supplement.

Underwriters may offer and sell the Securities at a fixed price or prices,
which may be changed, at prices related to the prevailing market prices at the
time of sale or at negotiated prices. The Company also may, from time to time,
authorize underwriters acting as the Company's agents to offer and sell the
Securities upon the terms and conditions as are set forth in the applicable
Prospectus Supplement. In connection with the sale of Securities, underwriters
may be deemed to have received compensation from the Company in the form of
underwriting discounts or commissions and may also receive commissions from
purchasers of Securities for whom they may act as agent. Underwriters may sell
Securities to or through dealers, and such dealers may receive compensation in
the form of discounts, concessions or commissions from the underwriters and/or
commissions from the purchasers for whom they may act as agent.

Any underwriting compensation paid by the Company to underwriters or agents
in connection with the offering of Securities, and any discounts, concessions
for commissions allowed by underwriters to participating dealers, are set forth
in the applicable Prospectus Supplement. Underwriters, dealers and agents
participating in the distribution of the Securities may be deemed to be
underwriters, and any discounts and commissions received by them and any profit
realized by them on resale of the Securities may be deemed to be underwriting
discounts and commissions, under the Securities Act of 1933 (the "Securities
Act"). Underwriters, dealers and agents may be entitled, under agreements
entered into with the Company, to indemnification against and contribution
toward certain civil liabilities, including liabilities under the Securities
Act.

If so indicated in the applicable Prospectus Supplement, the Company will
authorize dealers acting as the Company's agents to solicit offers by certain
institutions to purchase Securities from the Company at the public offering
price set forth in such Prospectus Supplement pursuant to Delayed Delivery
Contracts ("Contracts") providing for payment and delivery on the date or dates
stated in such Prospectus supplement. Institutions with whom Contracts, when
authorized, may be made include commercial and savings banks, insurance
companies, pension funds, investment companies, educational and charitable
institutions, and other institutions but will in all cases be subject to the
approval of the Company. Contracts will not be subject to any conditions except
that the purchase by an institution of the Securities covered by its Contracts
shall not at the time of delivery be prohibited under the laws of any
jurisdiction in the United States to which such institution is subject.

Certain of the underwriters and their affiliates may be customers of, engage
in transactions with and perform services for the Company and its subsidiaries
in the ordinary course of business.

LEGAL MATTERS

The legality of the Common Stock offered hereby and certain legal matters
described under "Federal Income Tax Considerations" will be passed upon for the
Company by Brown & Wood LLP, New York, New York. Brown & Wood LLP will rely on
Ballard Spahr Andrews & Ingersoll, Baltimore, Maryland, as to certain matters of
Maryland law.

22
<PAGE>
EXPERTS

The consolidated balance sheet of Reckson Associates Realty Corp. and the
combined balance sheet of the Reckson Group as of December 31, 1995 and December
31, 1994, respectively, and the consolidated statements of operations,
stockholders' equity and cash flows of Reckson Associates Realty Corp. for the
period from June 3, 1995 to December 31, 1995 and the related combined
statements of operations, owners' deficit and cash flows of the Reckson Group
for the period from January 1, 1995 to June 2, 1995 and for the years ended
December 31, 1994 and 1993 appearing in the Company's Annual Report on Form 10-K
for the year ended December 31, 1995, the combined statement of revenues and
certain expenses of the Westchester Properties for the year ended December 31,
1995, appearing in the Company's Form 8-K/A, dated March 27, 1996, and the
combined statement of revenues and certain expenses of Landmark Square
Properties for the year ended December 31, 1995 and combined statements of
revenues and certain expenses of Certain Option Properties for the years ended
December 31, 1995, 1994 and 1993 appearing in the Company's Form 8-K, dated
October 1, 1996, have been audited by Ernst & Young LLP, independent auditors,
as set forth in their reports thereon, included therein and incorporated herein
by reference. Such consolidated and combined financial statements are
incorporated herein by reference in reliance upon such reports given upon the
authority of such firm as experts in accounting and auditing.

23
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NO DEALER, SALESPERSON OR OTHER INDIVIDUAL HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR MAKE ANY REPRESENTATIONS NOT CONTAINED OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS IN
CONNECTION WITH THE OFFER MADE BY THIS PROSPECTUS SUPPLEMENT AND THE
ACCOMPANYING PROSPECTUS. IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION
MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR THE
UNDERWRITERS. THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS DO NOT
CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, THE SHARES
OFFERED HEREBY IN ANY JURISDICTION WHERE, OR TO ANY PERSON TO WHOM, IT IS
UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS
PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION THAT THERE HAS
NOT BEEN ANY CHANGE IN THE FACTS SET FORTH IN THIS PROSPECTUS SUPPLEMENT AND THE
ACCOMPANYING PROSPECTUS OR IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF.

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TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
PROSPECTUS SUPPLEMENT
Prospectus Summary......................... S-3
Recent Developments........................ S-13
The Company................................ S-16
Market Overview............................ S-17
The Properties............................. S-19
Use of Proceeds............................ S-40
Price Range of Common Stock and
Distribution History..................... S-41
Capitalization............................. S-43
Selected Financial Information............. S-44
Management................................. S-46
Underwriting............................... S-52
Legal Matters.............................. S-53
Experts.................................... S-53
PROSPECTUS
Available Information...................... 2
Incorporation of Certain Documents by
Reference................................ 2
The Company................................ 3
Risk Factors............................... 3
Use of Proceeds............................ 10
Ratios of Earnings to Fixed Charges........ 10
Description of Preferred Stock............. 11
Description of Common Stock................ 17
Description of Warrants.................... 18
Restrictions on Ownership of Capital
Stock.................................... 19
Federal Income Tax Considerations.......... 21
Plan of Distribution....................... 22
Legal Matters.............................. 22
Experts.................................... 23
</TABLE>

3,500,000 SHARES

RECKSON ASSOCIATES
REALTY CORP.
COMMON STOCK

------------------
PROSPECTUS SUPPLEMENT
---------------------

MERRILL LYNCH & CO.
DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION

LEGG MASON WOOD WALKER
INCORPORATED

PAINEWEBBER INCORPORATED

SALOMON BROTHERS INC

MARCH , 1997

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