AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 28, 1998

==============================================================================

                                              REGISTRATION NO. 333-___________

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                           ------------------------
                                   FORM S-8
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933
                           ------------------------

                        RECKSON ASSOCIATES REALTY CORP.
            (Exact name of registrant as specified in its charter)

        MARYLAND                                         11-3233650    
-------------------------------             -----------------------------------
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
incorporation or organization)


                             225 BROADHOLLOW ROAD
                           MELVILLE, NEW YORK 11747
                                (516) 694-6900
   (Address, including zip code, and telephone number, including area code,
                 of registrant's principal executive offices)

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

            RECKSON ASSOCIATES REALTY CORP. 1998 STOCK OPTION PLAN
                           (Full title of the plan)

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

                                DONALD RECHLER
                     CHAIRMAN AND CHIEF EXECUTIVE OFFICER
                        RECKSON ASSOCIATES REALTY CORP.
                             225 BROADHOLLOW ROAD
                           MELVILLE, NEW YORK 11747
                                (516) 694-6900
(Name, address, including zip code, and telephone number, including area code,
                             of agent for service)

<TABLE>
<CAPTION>

                        CALCULATION OF REGISTRATION FEE
=================================================================================================================================

                                                                                                          
                                                       Proposed maximum       Proposed maximum            
  Title of Securities                Amount to        offering price per    aggregate offering          Amount of registration 
    to be registered                be registered               unit              price                           fee          
---------------------------------------------------------------------------------------------------------------------------------
<S>                                 <C>                   <C>                 <C>                        <C>
Common Stock, par value $.01
per share....................        3,000,000  (1)        $22.88  (2)          $68,640,000   (3)         $19,082        (4)
=================================================================================================================================
</TABLE>

(1)    Plus such additional number of shares as may be required pursuant to
       the 1998 Stock Option Plan with respect to which no additional
       consideration will be paid (i) in the event of a stock dividend,
       reverse stock split, split up, recapitalization or capital adjustments
       and (ii) that are issuable pursuant to dividend equivalent rights
       relating to stock options issued under the 1998 Stock Option Plan.

(2)    Calculated pursuant to Rule 457(h) under the Securities Act of 1933, as
       amended (the "Securities Act").

(3)    Calculated pursuant to Rule 457(c) and (h) under the Securities Act
       based on the average of the high and low prices for the Common Stock
       reported on the New York Stock Exchange on October 26, 1998.

(4)    In accordance with Rule 457(h), the filing fee is based on the maximum
       number of the registrant's securities issuable under the 1998 Plan that
       are covered by this Registration Statement.

==============================================================================

<PAGE>



                                    PART I

             INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

       The document(s) containing the information specified in Part I of
Form S-8 will be sent or given to participating employees as specified by Rule
428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act").
Such documents and the documents incorporated by reference herein pursuant to
Item 3 of Part II hereof, taken together, constitute a prospectus that meets
the requirements of Section 10(a) of the Securities Act.

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     Reckson Associates Realty Corp. (the "Company") hereby incorporates by
reference the documents listed in (a), (b), (c) and (d) below which have
previously been filed with the Securities and Exchange Commission.

(a)    The Annual Report on Form 10-K for the year ended December 31, 1997.

(b)    The Quarterly Reports on Form 10-Q for the quarters ended March 31,
       1998 and June 30, 1998.

(c)    The current reports on Form 8-K (including Form 8-KA) and dated
       February 18, 1997, May 15, 1997, June 12, 1997, August 7, 1997,
       September 9, 1997, October 21, 1997, January 6, 1998, January 26, 1998,
       February 10, 1998, February 12, 1998, March 24, 1998, April 6, 1998,
       July 22, 1998 and August 15, 1998, respectively.

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

     In addition, 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 hereof
and prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities
remaining unsold shall be deemed to be incorporated by reference herein and to
be part hereof from the date of filing of such 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 purposes hereof to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part hereof.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not Applicable.

ITEM 5.  INTERESTS OF EXPERTS AND COUNSEL.

         None.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     The Maryland General Corporation Law, as amended from time to time (the
"MGCL"), permits a Maryland corporation to include in its charter a provision
limiting the liability of its directors and officers to the corporation and
its stockholders for money damages except for liability resulting from (a)
actual receipt of an improper benefit or profit in money, property or services
or (b) active and deliberate dishonesty established by a final judgment as
being material to the cause of action. The Amended and Restated Articles of
Incorporation contain such a provision which eliminates such liability to the
maximum extent permitted by Maryland law.

     The Amended and Restated Articles of Incorporation authorize the Company,
to the maximum extent permitted by Maryland law, to obligate itself to
indemnify and to pay or reimburse reasonable expenses in advance of final
disposition of a proceeding to (a) any present or former director or officer
or (b) any individual who, while a director of the Company and at the request
of the Company, serves or has served another corporation, partnership, joint
venture, trust, employee benefit plan or any other enterprise as a director,
officer, partner or trustee of such corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise. The Bylaws of the Company
obligate it, to the maximum extent permitted by Maryland law, to indemnify and
to pay or reimburse reasonable expenses in advance of final disposition of a
proceeding to (a) any present or former director or officer who is made a
party to the proceeding by reason of his service in that capacity or (b) any
individual who, while a director of the Company and at the request of the
Company, serves or has served another corporation, partnership, joint venture,
trust, employee benefit plan or any other enterprise as a director, officer,
partner or trustee of such corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise and who is made a party to the
proceeding by reason of his service in that capacity. The Amended and Restated
Articles of Incorporation and Bylaws also permit the Company to indemnify and
advance expenses to any person who served a predecessor of the Company in any
of the capacities described above and to any employee or agent of the Company
or a predecessor of the Company.

     MGCL requires a corporation (unless its charter provides otherwise, which
the Amended and Restated Articles of Incorporation do not) to indemnify a
director or officer who has been successful, on the merits or otherwise, in
the defense of any proceeding to which he is made a party by reason of his
service in that capacity. MGCL permits a corporation to indemnify its present
and former directors and officers, among others, against judgments, penalties,
fines, settlements and reasonable expenses actually incurred by them in
connection with any proceeding to which they may be made a party by reason of
their service in those or other capacities unless it is established that (a)
the act or omission of the director or officer was material to the matter
giving rise to the proceeding and (i) was committed in bad faith or (ii) was
the result of active and deliberate dishonesty, (b) the director or officer
actually received an improper personal benefit in money, property or services
or (c) in the case of any criminal proceeding, the director or officer had
reasonable cause to believe that the act or omission was unlawful. However, a
Maryland corporation may not indemnify for an adverse judgment in a suit by or
in the right of the corporation. In addition, the MGCL requires the Company,
as a condition to advancing expenses, to obtain (a) a written affirmation by
the director or officer of his good faith belief that he has met the standard
of conduct necessary for indemnification by the Company as authorized by the
Bylaws and (b) a written statement by or on his behalf to repay the amount
paid or reimbursed by the Company if it shall ultimately be determined that
the standard of conduct was not met.

     The Company has entered into indemnification agreements with each of its
executive officers and directors. The indemnification agreements require,
among other matters, that the Company indemnify its executive officers and
directors to the fullest extent permitted by law and advance to the executive
officers and directors all related expenses, subject to reimbursement if it is
subsequently determined that indemnification is not permitted. Under these
agreements, the Company must also indemnify and advance all expenses incurred
by executive officers and directors seeking to enforce their rights under the
indemnification agreements and may cover executive officers and directors
under the Company's directors' and officers' liability insurance. Although
indemnification agreements offer substantially the same scope of coverage
afforded the Bylaws, they provide greater assurance to directors and executive
officers that indemnification will be available, because, as contracts, they
cannot be modified unilaterally in the future by the Board of Directors or the
stockholders to eliminate the rights they provide.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not Applicable.

ITEM 8.  EXHIBITS

3(a)*    Amended and Restated Articles of Incorporation of the Company.

3(b)*    By-Laws of the Company.

5(a)     Opinion of Brown & Wood LLP.

23(a)    Consent of Brown & Wood LLP (included as part of Exhibit 5(a)).

23(b)    Consent of Ernst & Young LLP.

23(c)    Consent of Kinsey, Beck & Company.

24       Power of Attorney (included on page 6).

*     Previously filed as an exhibit to Registration Statement on Form S-11 (No.
333-1280) and incorporated herein by reference.

ITEM 9.           UNDERTAKINGS

     The undersigned registrants hereby undertake:

     (a)(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

               (i)   To include any prospectus required by Section 10(a)(3) of
               the Securities Act of 1933;

               (ii)   To reflect in the prospectus any facts or events arising
               after the effective date of the registration statement (or the
               most recent post-effective amendment thereof) which,
               individually or in the aggregate, represent a fundamental
               change in the information set forth in the registration
               statement;

               (iii)  To include any material information with respect to the
               plan of distribution not previously disclosed in the
               registration statement or any material change to such
               information in the registration statement;

provided, however that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.

     (2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at the time shall be deemed to be the
initial bona fide offering thereof.

     (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination
of the offering.

     (b) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 that is incorporated by
reference in this registration statement shall deemed to be a new registration
statement relating to the securities offered herein, and the offering of such
securities at the time shall be deemed to be the initial bona fide offering
thereof.

     (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the provisions referred to in Item 6 of
this registration statement, or otherwise, the registrant has been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or proceeding ) is
asserted by such director, officer or controlling person in connection with
the securities being registered, the registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be governed by
the final adjudication of such issue.



<PAGE>



                                  SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, Reckson
Associates Realty Corp. certifies that is has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in The Township of Huntington, State
of New York, on October 28, 1998.

                                             RECKSON ASSOCIATES REALTY CORP.

                                              By:  /s/ Donald J. Rechler
                                                  ----------------------
                                                       Donald J. Rechler
                                                       Chairman

                               POWER OF ATTORNEY

     KNOWN ALL MEN BY THESE PRESENTS, that we, the undersigned officers and
directors of Reckson Associates Realty Corp. hereby severally constitute Scott
H. Rechler, Mitchell D. Rechler, and J. Michael Maturo, and each of them
singly, our true and lawful attorneys with full power to them, and each of
them singly, to sign for us and in our names in the capacities indicated
below, the Registration Statement filed herewith and any and all amendments to
said Registration Statement, and generally to do all such things in our names
and in our capacities as officers and directors to enable Reckson Associates
Realty Corp. to comply with the provisions of the Securities Act of 1933, and
all requirements of the Securities and Exchange Commission, hereby ratifying
and confirming our signatures as they may be signed by our said attorneys, or
any of them, to said Registration Statement and any and all amendments
thereto.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>

<S>                              <C>                                                                        <C>
           SIGNATURE                                        TITLE                                                   DATE
           ---------                                        -----                                                   ----
/s/ Donald J. Rechler              Chairman of the Board, Chief Executive Officer and Director               October 28, 1998
---------------------------        (Principal Executive Officer)
Donald J. Rechler
                     
/s/ Scott H. Rechler               President, Chief Operating Officer and Director                           October 28, 1998
---------------------------
Scott H. Rechler

/s/ J. Michael Maturo              Executive Vice President, Treasurer and Chief Financial Officer           October 28, 1998
---------------------------
J. Michael Maturo                  (Principal Financial Officer and Principal Accounting Officer)

/s/ Roger M. Rechler               Vice-Chairman of the Board and Director                                   October 28, 1998
---------------------------
Roger M. Rechler

/s/ Mitchell D. Rechler            Executive Vice President and Director                                     October 28, 1998
---------------------------
Mitchell D. Rechler

/s/ Harvey R. Blau                 Director                                                                  October 28, 1998
---------------------------
Harvey R. Blau

/s/ Leonard Feinstein              Director                                                                  October 28, 1998
---------------------------
Leonard Feinstein

/s/ Herve A. Kevenides             Director                                                                  October 28, 1998
---------------------------
Herve A. Kevenides

/s/ John V.N. Klein                Director                                                                  October 28, 1998
---------------------------
John V.N. Klein

/s/ Lewis S. Ranieri               Director                                                                  October 28, 1998
---------------------------
Lewis S. Ranieri

                                   Director
----------------------------
Conrad D. Stephenson

</TABLE>

<PAGE>



                                 EXHIBIT INDEX


Exhibit No.       Description                                           Page
-----------       -----------                                           ----
3(a)*             Amended and Restated Articles of Incorporation
                  of the Company.

3(b)*             By-Laws of the Company.

5(a)              Opinion of Brown & Wood LLP.                            8

23(a)             Consent of Brown & Wood LLP (included as part of
                  Exhibit 5(a)).

23(b)             Consent of Ernst & Young LLP.                           9

23(c)             Consent of Kinsey, Beck & Company.                     10

24                Power of Attorney (included on page 6).



*      Previously filed as an exhibit to Registration Statement on Form S-11
(No. 333-1280) and incorporated herein by reference.
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{"company-data": {"conformed-name": "RECKSON ASSOCIATES REALTY CORP", "cik": "0000930548", "assigned-sic": "6798", "irs-number": "113233650", "state-of-incorporation": "MD", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-66283", "film-number": "98732546"}, "business-address": {"street1": "225 BROADHOLLOW RD", "city": "MELVILLE", "state": "NY", "zip": "11747", "phone": "5166946900"}, "mail-address": {"street1": "225 BROADHOLLOW RD", "city": "MELVILLE", "state": "NY", "zip": "11747"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 28, 1998

==============================================================================

                                              REGISTRATION NO. 333-___________

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                           ------------------------
                                   FORM S-8
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933
                           ------------------------

                        RECKSON ASSOCIATES REALTY CORP.
            (Exact name of registrant as specified in its charter)

        MARYLAND                                         11-3233650    
-------------------------------             -----------------------------------
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
incorporation or organization)

                             225 BROADHOLLOW ROAD
                           MELVILLE, NEW YORK 11747
                                (516) 694-6900
   (Address, including zip code, and telephone number, including area code,
                 of registrant's principal executive offices)

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

            RECKSON ASSOCIATES REALTY CORP. 1998 STOCK OPTION PLAN
                           (Full title of the plan)

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

                                DONALD RECHLER
                     CHAIRMAN AND CHIEF EXECUTIVE OFFICER
                        RECKSON ASSOCIATES REALTY CORP.
                             225 BROADHOLLOW ROAD
                           MELVILLE, NEW YORK 11747
                                (516) 694-6900
(Name, address, including zip code, and telephone number, including area code,
                             of agent for service)
CALCULATION OF REGISTRATION FEE
=================================================================================================================================

                                                                                                          
                                                       Proposed maximum       Proposed maximum            
  Title of Securities                Amount to        offering price per    aggregate offering          Amount of registration 
    to be registered                be registered               unit              price                           fee          
---------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.01
per share....................        3,000,000  (1)        $22.88  (2)          $68,640,000   (3)         $19,082        (4)
=================================================================================================================================
(1)    Plus such additional number of shares as may be required pursuant to
       the 1998 Stock Option Plan with respect to which no additional
       consideration will be paid (i) in the event of a stock dividend,
       reverse stock split, split up, recapitalization or capital adjustments
       and (ii) that are issuable pursuant to dividend equivalent rights
       relating to stock options issued under the 1998 Stock Option Plan.

(2)    Calculated pursuant to Rule 457(h) under the Securities Act of 1933, as
       amended (the "Securities Act").

(3)    Calculated pursuant to Rule 457(c) and (h) under the Securities Act
       based on the average of the high and low prices for the Common Stock
       reported on the New York Stock Exchange on October 26, 1998.

(4)    In accordance with Rule 457(h), the filing fee is based on the maximum
       number of the registrant's securities issuable under the 1998 Plan that
       are covered by this Registration Statement.

==============================================================================
PART I

             INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

       The document(s) containing the information specified in Part I of
Form S-8 will be sent or given to participating employees as specified by Rule
428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act").
Such documents and the documents incorporated by reference herein pursuant to
Item 3 of Part II hereof, taken together, constitute a prospectus that meets
the requirements of Section 10(a) of the Securities Act.

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     Reckson Associates Realty Corp. (the "Company") hereby incorporates by
reference the documents listed in (a), (b), (c) and (d) below which have
previously been filed with the Securities and Exchange Commission.

(a)    The Annual Report on Form 10-K for the year ended December 31, 1997.

(b)    The Quarterly Reports on Form 10-Q for the quarters ended March 31,
       1998 and June 30, 1998.

(c)    The current reports on Form 8-K (including Form 8-KA) and dated
       February 18, 1997, May 15, 1997, June 12, 1997, August 7, 1997,
       September 9, 1997, October 21, 1997, January 6, 1998, January 26, 1998,
       February 10, 1998, February 12, 1998, March 24, 1998, April 6, 1998,
       July 22, 1998 and August 15, 1998, respectively.

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

     In addition, 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 hereof
and prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities
remaining unsold shall be deemed to be incorporated by reference herein and to
be part hereof from the date of filing of such 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 purposes hereof to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part hereof.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not Applicable.

ITEM 5.  INTERESTS OF EXPERTS AND COUNSEL.

         None.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     The Maryland General Corporation Law, as amended from time to time (the
"MGCL"), permits a Maryland corporation to include in its charter a provision
limiting the liability of its directors and officers to the corporation and
its stockholders for money damages except for liability resulting from (a)
actual receipt of an improper benefit or profit in money, property or services
or (b) active and deliberate dishonesty established by a final judgment as
being material to the cause of action. The Amended and Restated Articles of
Incorporation contain such a provision which eliminates such liability to the
maximum extent permitted by Maryland law.

     The Amended and Restated Articles of Incorporation authorize the Company,
to the maximum extent permitted by Maryland law, to obligate itself to
indemnify and to pay or reimburse reasonable expenses in advance of final
disposition of a proceeding to (a) any present or former director or officer
or (b) any individual who, while a director of the Company and at the request
of the Company, serves or has served another corporation, partnership, joint
venture, trust, employee benefit plan or any other enterprise as a director,
officer, partner or trustee of such corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise. The Bylaws of the Company
obligate it, to the maximum extent permitted by Maryland law, to indemnify and
to pay or reimburse reasonable expenses in advance of final disposition of a
proceeding to (a) any present or former director or officer who is made a
party to the proceeding by reason of his service in that capacity or (b) any
individual who, while a director of the Company and at the request of the
Company, serves or has served another corporation, partnership, joint venture,
trust, employee benefit plan or any other enterprise as a director, officer,
partner or trustee of such corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise and who is made a party to the
proceeding by reason of his service in that capacity. The Amended and Restated
Articles of Incorporation and Bylaws also permit the Company to indemnify and
advance expenses to any person who served a predecessor of the Company in any
of the capacities described above and to any employee or agent of the Company
or a predecessor of the Company.

     MGCL requires a corporation (unless its charter provides otherwise, which
the Amended and Restated Articles of Incorporation do not) to indemnify a
director or officer who has been successful, on the merits or otherwise, in
the defense of any proceeding to which he is made a party by reason of his
service in that capacity. MGCL permits a corporation to indemnify its present
and former directors and officers, among others, against judgments, penalties,
fines, settlements and reasonable expenses actually incurred by them in
connection with any proceeding to which they may be made a party by reason of
their service in those or other capacities unless it is established that (a)
the act or omission of the director or officer was material to the matter
giving rise to the proceeding and (i) was committed in bad faith or (ii) was
the result of active and deliberate dishonesty, (b) the director or officer
actually received an improper personal benefit in money, property or services
or (c) in the case of any criminal proceeding, the director or officer had
reasonable cause to believe that the act or omission was unlawful. However, a
Maryland corporation may not indemnify for an adverse judgment in a suit by or
in the right of the corporation. In addition, the MGCL requires the Company,
as a condition to advancing expenses, to obtain (a) a written affirmation by
the director or officer of his good faith belief that he has met the standard
of conduct necessary for indemnification by the Company as authorized by the
Bylaws and (b) a written statement by or on his behalf to repay the amount
paid or reimbursed by the Company if it shall ultimately be determined that
the standard of conduct was not met.

     The Company has entered into indemnification agreements with each of its
executive officers and directors. The indemnification agreements require,
among other matters, that the Company indemnify its executive officers and
directors to the fullest extent permitted by law and advance to the executive
officers and directors all related expenses, subject to reimbursement if it is
subsequently determined that indemnification is not permitted. Under these
agreements, the Company must also indemnify and advance all expenses incurred
by executive officers and directors seeking to enforce their rights under the
indemnification agreements and may cover executive officers and directors
under the Company's directors' and officers' liability insurance. Although
indemnification agreements offer substantially the same scope of coverage
afforded the Bylaws, they provide greater assurance to directors and executive
officers that indemnification will be available, because, as contracts, they
cannot be modified unilaterally in the future by the Board of Directors or the
stockholders to eliminate the rights they provide.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not Applicable.

ITEM 8.  EXHIBITS

3(a)*    Amended and Restated Articles of Incorporation of the Company.

3(b)*    By-Laws of the Company.

5(a)     Opinion of Brown & Wood LLP.

23(a)    Consent of Brown & Wood LLP (included as part of Exhibit 5(a)).

23(b)    Consent of Ernst & Young LLP.

23(c)    Consent of Kinsey, Beck & Company.

24       Power of Attorney (included on page 6).

*     Previously filed as an exhibit to Registration Statement on Form S-11 (No.
333-1280) and incorporated herein by reference.

ITEM 9.           UNDERTAKINGS

     The undersigned registrants hereby undertake:

     (a)(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

               (i)   To include any prospectus required by Section 10(a)(3) of
               the Securities Act of 1933;

               (ii)   To reflect in the prospectus any facts or events arising
               after the effective date of the registration statement (or the
               most recent post-effective amendment thereof) which,
               individually or in the aggregate, represent a fundamental
               change in the information set forth in the registration
               statement;

               (iii)  To include any material information with respect to the
               plan of distribution not previously disclosed in the
               registration statement or any material change to such
               information in the registration statement;

provided, however that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.

     (2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at the time shall be deemed to be the
initial bona fide offering thereof.

     (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination
of the offering.

     (b) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 that is incorporated by
reference in this registration statement shall deemed to be a new registration
statement relating to the securities offered herein, and the offering of such
securities at the time shall be deemed to be the initial bona fide offering
thereof.

     (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the provisions referred to in Item 6 of
this registration statement, or otherwise, the registrant has been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or proceeding ) is
asserted by such director, officer or controlling person in connection with
the securities being registered, the registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be governed by
the final adjudication of such issue.
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, Reckson
Associates Realty Corp. certifies that is has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in The Township of Huntington, State
of New York, on October 28, 1998.

                                             RECKSON ASSOCIATES REALTY CORP.

                                              By:  /s/ Donald J. Rechler
                                                  ----------------------
                                                       Donald J. Rechler
                                                       Chairman

                               POWER OF ATTORNEY

     KNOWN ALL MEN BY THESE PRESENTS, that we, the undersigned officers and
directors of Reckson Associates Realty Corp. hereby severally constitute Scott
H. Rechler, Mitchell D. Rechler, and J. Michael Maturo, and each of them
singly, our true and lawful attorneys with full power to them, and each of
them singly, to sign for us and in our names in the capacities indicated
below, the Registration Statement filed herewith and any and all amendments to
said Registration Statement, and generally to do all such things in our names
and in our capacities as officers and directors to enable Reckson Associates
Realty Corp. to comply with the provisions of the Securities Act of 1933, and
all requirements of the Securities and Exchange Commission, hereby ratifying
and confirming our signatures as they may be signed by our said attorneys, or
any of them, to said Registration Statement and any and all amendments
thereto.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
SIGNATURE                                        TITLE                                                   DATE
           ---------                                        -----                                                   ----
/s/ Donald J. Rechler              Chairman of the Board, Chief Executive Officer and Director               October 28, 1998
---------------------------        (Principal Executive Officer)
Donald J. Rechler
                     
/s/ Scott H. Rechler               President, Chief Operating Officer and Director                           October 28, 1998
---------------------------
Scott H. Rechler

/s/ J. Michael Maturo              Executive Vice President, Treasurer and Chief Financial Officer           October 28, 1998
---------------------------
J. Michael Maturo                  (Principal Financial Officer and Principal Accounting Officer)

/s/ Roger M. Rechler               Vice-Chairman of the Board and Director                                   October 28, 1998
---------------------------
Roger M. Rechler

/s/ Mitchell D. Rechler            Executive Vice President and Director                                     October 28, 1998
---------------------------
Mitchell D. Rechler

/s/ Harvey R. Blau                 Director                                                                  October 28, 1998
---------------------------
Harvey R. Blau

/s/ Leonard Feinstein              Director                                                                  October 28, 1998
---------------------------
Leonard Feinstein

/s/ Herve A. Kevenides             Director                                                                  October 28, 1998
---------------------------
Herve A. Kevenides

/s/ John V.N. Klein                Director                                                                  October 28, 1998
---------------------------
John V.N. Klein

/s/ Lewis S. Ranieri               Director                                                                  October 28, 1998
---------------------------
Lewis S. Ranieri

                                   Director
----------------------------
Conrad D. Stephenson
EXHIBIT INDEX

Exhibit No.       Description                                           Page
-----------       -----------                                           ----
3(a)*             Amended and Restated Articles of Incorporation
                  of the Company.

3(b)*             By-Laws of the Company.

5(a)              Opinion of Brown & Wood LLP.                            8

23(a)             Consent of Brown & Wood LLP (included as part of
                  Exhibit 5(a)).

23(b)             Consent of Ernst & Young LLP.                           9

23(c)             Consent of Kinsey, Beck & Company.                     10

24                Power of Attorney (included on page 6).

*      Previously filed as an exhibit to Registration Statement on Form S-11
(No. 333-1280) and incorporated herein by reference.