AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 29, 1999
                                              REGISTRATION NO. 333-___________
==============================================================================
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

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

                       RECKSON SERVICE INDUSTRIES, INC.
            (Exact name of registrant as specified in its charter)

           DELAWARE                                     11-3383642
-------------------------------           ------------------------------------
(State or other jurisdiction of           (I.R.S. Employer Identification No.)
incorporation or organization)

                             225 BROADHOLLOW ROAD
                           MELVILLE, NEW YORK 11747
                                (516) 719-7400
      -----------------------------------------------------------------
              (Address, including zip code, and telephone number,
      including area code, of registrant's principal executive offices)

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

            RECKSON SERVICE INDUSTRIES, INC. 1999 STOCK OPTION PLAN
                           (Full title of the plan)

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

                                 SCOTT RECHLER
                PRESIDENT, CHIEF EXECUTIVE OFFICER AND DIRECTOR
                       RECKSON SERVICE INDUSTRIES, INC.
                             225 BROADHOLLOW ROAD
                           MELVILLE, NEW YORK 11747
                                (516) 719-7400
      -------------------------------------------------------------------
      (Name, address, including zip code, and telephone number, including
                       area code, of agent for service)

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
============================================================================================================================
<S>                            <C>                <C>                         <C>                    <C>
Title of Securities              Amount to           Proposed maximum          Proposed maximum      Amount of registration
 to be registered              be registered      offering price per unit     aggregate offering               fee
                                                                                   price
----------------------------------------------------------------------------------------------------------------------------

Common Stock, par value
$.01 per share...........        1,750,000 (1)           $16.28 (2)              $28,490,000 (3)            $7,921 (4)
============================================================================================================================
</TABLE>

(1)      Plus such additional number of shares as may be required pursuant to
         the 1999 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 1999
         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 in the consolidated reporting system for last reported
         over-the-counter securities on July 27, 1999.

(4)      In accordance with Rule 457(h), the filing fee is based on the
         maximum number of the registrant's securities issuable under the 1999
         Stock Option 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 Service Industries, Inc. (the "Company") hereby incorporates
by reference the documents listed in (a), (b) and (c) 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,
               1998.

         (b)   The quarterly report on Form 10-Q for the quarter ended March
               31, 1999.

         (c)   The current reports on Form 8-K (including Form 8-KA) and filed
               on January 19, 1999, January 25, 1999, March 24, 1999, April
               16, 1999 and July 16, 1999, respectively.

         (d)   The description of the Company's Common Stock contained in the
               section entitled "Description of RSI Capital Stock" in the
               Company's registration statement on Form S-1, as amended, filed
               on January 16, 1998 pursuant to the Securities 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 Delaware General Corporation Law (the "Delaware Law") provides
that a corporation may limit the liability of each director to the corporation
of its stockholders for monetary damages except for liability (i) for any
breach of the director's duty of loyalty to the corporation or its
stockholders; (ii) for acts or omissions not in good faith or that involve
intentional misconduct or a knowing violation of law; (iii) in respect of
certain unlawful dividend payments or stock redemptions or repurchases, and
(iv) for any transaction from which the director derives an improper personal
benefit. The First Amended and Restated Certificate of Incorporation and
Bylaws of the Company (the "Amended and Restated Certificate of Incorporation"
and "Bylaws", respectively) provide for the elimination and limitation of the
personal liability of directors of the Company for monetary damages to the
fullest extent permitted by the Delaware Law. In addition, the Amended and
Restated Certificate of Incorporation and Bylaws provide that if the Delaware
Law is amended to authorize the further elimination or limitation of the
liability of a director, then the liability of the directors shall be
eliminated or limited to the fullest extent permitted by the Delaware Law, as
so amended. The effect of this provision is to eliminate the rights of the
Company or any stockholder to seek non-monetary relief such as an injunction
or rescission in the event of a breach of a director's duty of care. In
addition, the Bylaws provide that the Company shall, to the fullest extent
permitted by the Delaware law, as amended from time to time, indemnify and
advance expenses to each of its currently acting and former directors,
officers, members of the management advisory committee, employees and agents.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not Applicable.

ITEM 8.  EXHIBITS

3(a)*    Certificate of Incorporation of the Company.

3(b)*    Bylaws of the Company.

3(c)**   Amended and Restated Certificate of Incorporation of the Company.

4(a)*    Specimen Share Certificate of Common Stock.

4(b)     Reckson Service Industries, Inc. 1999 Stock Option Plan.

5        Opinion of Brown & Wood LLP.

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

23(b)    Consent of Ernst & Young LLP.

23(c)    Consent of PricewaterhouseCoopers LLP.

24       Power of Attorney (included on page 5).

*        Previously filed as an exhibit to Registration Statement on Form S-1
(No. 333-44419) and incorporated herein by reference.

**       Previously filed as an exhibit to Annual Report on Form 10-K
(No. 001-14183) 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
Service Industries, Inc. 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 July 28, 1999.

                                          RECKSON SERVICE INDUSTRIES, INC.

                                          By: /s/ SCOTT RECHLER
                                              ---------------------
                                                  (Scott Rechler)
                                                  President, Chief Executive
                                                  Officer and Director


                               POWER OF ATTORNEY

         KNOWN ALL MEN BY THESE PRESENTS, that we, the undersigned officers
and directors of Reckson Service Industries, Inc. hereby severally constitute
Scott H. Rechler, Mitchell D. Rechler, and 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 Service
Industries, Inc. 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/ SCOTT H. RECHLER            President, Chief Executive        July 28, 1999
---------------------------     Officer and Director
(Scott H. Rechler)

/s/ MICHAEL MATURO              Executive Vice President,         July 28, 1999
---------------------------     Chief Financial Officer and
(Michael Maturo)                Director (Financial Officer
                                and Accounting Officer)

/s/ DONALD J. RECHLER           Chairman of the Board and         July 28, 1999
---------------------           Director
(Donald J. Rechler)

/s/ ROGER M. RECHLER            Member of Management Advisory     July 28, 1999
---------------------------     Committee and Director
(Roger M. Rechler)

/s/ MITCHELL D. RECHLER         Secretary, Member of Management   July 28, 1999
-----------------------         Advisory Committee and
(Mitchell D. Rechler)           Director

/s/ GREGG M. RECHLER            Member of Management Advisory     July 28, 1999
--------------------            Committee and Director
(Gregg M. Rechler))


________________                Director
(Paul Amoruso)


_______________                 Director
(Ronald Cooper)


<PAGE>



                                 EXHIBIT INDEX

Exhibit No.    Description                                              Page
-----------    -----------                                              ----

3(a)*          Certificate of Incorporation of the Company.

3(b)*          Bylaws of the Company.

3(c)**         Amended and Restated Certificate of Incorporation
               of the Company.

4(a)*          Specimen Share Certificate of Common Stock.

4(b)           Reckson Service Industries, Inc. 1999 Stock                7
               Option Plan.

5              Opinion of Brown & Wood LLP.                               21

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

23(b)          Consent of Ernst & Young LLP.                              22

23(c)          Consent of PricewaterhouseCoopers LLP.                     23

24             Power of Attorney (included on page 5).

*    Previously filed as an exhibit to Registration Statement on Form S-11
(No. 333-44419) and incorporated herein by reference.

**   Previously filed as an exhibit to Annual Report on Form 10-K
(No. 001-14183) and incorporated herein by reference.


<PAGE>



                                                                  EXHIBIT 4(b)

                       RECKSON SERVICE INDUSTRIES, INC.
                            1999 STOCK OPTION PLAN

ARTICLE 1.  GENERAL

         1.1. Purpose. The purpose of the Reckson Service Industries, Inc.
1999 Stock Option Plan (the "Plan") is to provide for a broad base of
officers, directors and key employees, as defined in Section 1.3, of Reckson
Service Industries, Inc. (the "Company") and certain of its Affiliates (as
defined below) an equity-based incentive to maintain and enhance the
performance and profitability of the Company. It is the further purpose of
this Plan to permit the granting of awards that will constitute
performance-based compensation for certain executive officers, as described in
Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code"),
and regulations promulgated thereunder.

         1.2.     Administration.

         (a) The Plan shall be administered by the Compensation Committee (the
"Committee") of the Board of Directors of the Company (the "Board"), which
Committee shall consist of two or more directors, or by the Board. It is
intended that from and after the initial public offering of Common Stock, the
directors appointed to serve on the Committee shall be "non-employee
directors" (within the meaning of Rule 16b-3 promulgated under the Securities
Exchange Act of 1934 (the "Act")) and "outside directors" (within the meaning
of Code Section 162(m)); however, the mere fact that a Committee member shall
fail to qualify under either of these requirements shall not invalidate any
award made by the Committee which award is otherwise validly made under the
Plan. The members of the Committee shall be appointed by, and may be changed
at any time and from time to time in the discretion of, the Board.

         (b) The Committee shall have the authority (i) to exercise all of the
powers granted to it under the Plan, (ii) to construe, interpret and implement
the Plan and any Plan agreements executed pursuant to the Plan, (iii) to
prescribe, amend and rescind rules relating to the Plan, (iv) to make any
determination necessary or advisable in administering the Plan, and (v) to
correct any defect, supply any omission and reconcile any inconsistency in the
Plan. The Committee shall have no authority to interpret or administer Article
5 of the Plan or to take any action with respect to any awards thereunder.

         (c) The determination of the Committee on all matters relating to the
Plan or any Plan agreement shall be conclusive.

         (d) No member of the Committee shall be liable for any action or
determination made in good faith with respect to the Plan or any award
hereunder.

         (e) Notwithstanding anything to the contrary contained herein, the
Board may, in its sole discretion, at any time and from time to time, resolve
to administer the Plan, in which case, the term Committee as used herein shall
be deemed to mean the Board.

         1.3. Persons Eligible for Awards. Awards under the Plan may be made
to such officers, directors and key employees ("key personnel") of the Company
or its Affiliates as the Committee shall from time to time in its sole
discretion select. No member of the Board who is not an officer or employee of
the Company or an Affiliate (an "Independent Director") shall be eligible to
receive any Awards under the Plan, except for non-qualified stock options
granted automatically under the provisions of Article 5 of the Plan.

         1.4.     Types of Awards Under Plan.

         (a) Awards may be made under the Plan in the form of (i) stock
options ("options"), (ii) restricted stock awards, and (iii) unrestricted
stock awards in lieu of cash compensation, all as more fully set forth in
Articles 2 and 3.

         (b) Options granted under the Plan may be either (i) "nonqualified"
stock options ("NQSOs") or (ii) options intended to qualify for incentive
stock option treatment described in Section 422 of the Internal Revenue Code
of 1986 (the "Code") ("ISOs"). Grants of options made under the Plan may also
be made in lieu of cash fees otherwise payable to Directors of the Company or
cash bonuses payable to employees of the Company or any Affiliate.

         (c) All options when granted are intended to be NQSOs, unless the
applicable Plan agreement explicitly states that the option is intended to be
an ISO. If an option is intended to be an ISO, and if for any reason such
option (or any portion thereof) shall not qualify as an ISO, then, to the
extent of such nonqualification, such option (or portion) shall be regarded as
a NQSO appropriately granted under the Plan provided that such option (or
portion) otherwise meets the Plan's requirements relating to NQSOs.

         1.5.     Shares Available for Awards.

         (a) Subject to Section 4.5 (relating to adjustments upon changes in
capitalization), as of any date the total number of shares of Common Stock
with respect to which awards may be granted under the Plan, shall equal the
excess (if any) of 1,750,000 shares of Common Stock, over (i) the number of
shares of Common Stock subject to outstanding awards under the Plan, (ii) the
number of shares in respect of which options have been exercised, or grants of
restricted or unrestricted Common Stock have been made pursuant to the Plan,
and (iii) the number of shares issued subject to forfeiture restrictions which
have lapsed. In any year, a person eligible for awards under the Plan may not
be granted options under the Plan covering a total of more than 1,000,000
shares of Common Stock.

         In accordance with (and without limitation upon) the preceding
sentence, awards may be granted in respect of the following shares of Common
Stock: shares covered by previously-granted awards that have expired,
terminated or been cancelled for any reason whatsoever (other than by reason
of exercise or vesting).

         (b) Shares of Common Stock that shall be subject to issuance pursuant
to the Plan shall be authorized and unissued or treasury shares of Common
Stock, or shares of Common Stock purchased on the open market or from
shareholders of the Company for such purpose.

         (c) Without limiting the generality of the foregoing, the Committee
may, with the grantee's consent, cancel any award under the Plan and issue a
new award in substitution therefor upon such terms as the Committee may in its
sole discretion determine, provided that the substituted award shall satisfy
all applicable Plan requirements as of the date such new award is made.

         1.6.     Definitions of Certain Terms.

         (a) The term "Affiliate" as used herein means RSI Fund Management,
LLC, RSVP Holdings, LLC and Reckson Strategic Venture Partners, LLC, and any
person or entity as subsequently approved by the Board which, at the time of
reference, directly, or indirectly through one or more intermediaries,
controls, is controlled by, or is under common control with, the Company.

         (b) The term "Cause" shall mean a finding by the Committee that the
recipient of an award under the Plan has (i) acted with gross negligence or
willful misconduct in connection with the performance of his material duties
to the Company or its Affiliates; (ii) defaulted in the performance of his
material duties to the Company or its Affiliates and has not corrected such
action within 15 days of receipt of written notice thereof; (iii) willfully
acted against the best interests of the Company or its Affiliates, which act
has had a material and adverse impact on the financial affairs of the Company
or its Affiliates; or (iv) been convicted of a felony or committed a material
act of common law fraud against the Company, its Affiliates or their employees
and such act or conviction has, or the Committee reasonably determines will
have, a material adverse effect on the interests of the Company or its
Affiliates.

         (c) The term "Common Stock" as used herein means the shares of common
stock of the Company as constituted on the effective date of the Plan, and any
other shares into which such common stock shall thereafter be changed by
reason of a recapitalization, merger, consolidation, split-up, combination,
exchange of shares or the like.

         (d) The "fair market value" (or "FMV") as of any date and in respect
of any share of Common Stock shall be:

                    (i) if the Common Stock is listed for trading on the New
                  York Stock Exchange, the closing price, regular way, of the
                  Common Stock as reported on the New York Stock Exchange
                  Composite Tape, or if no such reported sale of the Common
                  Stock shall have occurred on such date, on the next
                  preceding date on which there was such a reported sale; or

                   (ii) if the Common Stock is not so listed but is listed on
                  another national securities exchange or authorized for
                  quotation on the National Association of Securities Dealers
                  Inc.'s NASDAQ National Market System ("NASDAQ/NMS"), the
                  closing price, regular way, of the Common Stock on such
                  exchange or NASDAQ/NMS, as the case may be, on which the
                  largest number of shares of Common Stock have been traded in
                  the aggregate on the preceding twenty trading days, or if no
                  such reported sale of the Stock shall have occurred on such
                  date on such exchange or NASDAQ/NMS, as the case may be, on
                  the preceding date on which there was such a reported sale
                  on such exchange or NASDAQ/NMS, as the case may be; or

                  (iii) if the Common Stock is not listed for trading on a
                  national securities exchange or authorized for quotation on
                  NASDAQ/NMS, the average of the closing bid and asked prices
                  as reported by the National Association of Securities
                  Dealers Automated Quotation System ("NASDAQ") or, if no such
                  prices shall have been so reported for such date, on the
                  next preceding date for which such prices were so reported;
                  or

                   (iv) if the Common Stock is not listed for trading on a
                  national securities exchange or authorized for quotation on
                  NASDAQ/NMS or NASDAQ generally, the average of the closing
                  bid and asked prices as reported on the OTC Bulletin Board
                  or, if no such prices shall have been so reported for such
                  date, on the next preceding date for which such prices were
                  so reported.

         1.7.     Agreements Evidencing Awards.

         (a) Options and restricted stock awards granted under the Plan shall
be evidenced by written agreements. Any such written agreements shall (i)
contain such provisions not inconsistent with the terms of the Plan as the
Committee may in its sole discretion deem necessary or desirable and (ii) be
referred to herein as "Plan Agreements."

         (b) Each Plan agreement shall set forth the number of shares of
Common Stock subject to the award granted thereby.

         (c) Each Plan agreement with respect to the granting of an option
shall set forth the amount (the "option exercise price") payable by the
grantee to the Company in connection with the exercise of the option evidenced
thereby. Except as otherwise provided in Sections 2.6 and 5.1, the option
exercise price per share may be less than, equal to or greater than the fair
market value of a share of Common Stock on the date the option is granted.

ARTICLE 2.  STOCK OPTIONS

         2.1.     Option Awards.

         (a) Grant of Stock Options. The Committee may grant options to
purchase shares of Common Stock in such amounts and subject to such terms and
conditions as the Committee shall from time to time in its sole discretion
determine, subject to the terms of the Plan.

         (b) Dividend Equivalent Rights. To the extent expressly provided by
the Committee at the time of the grant, each NQSO granted under this Section
2.1 shall also generate Dividend Equivalent Rights ("DERs"), which shall
entitle the grantee to receive an additional share of Common Stock for each
DER received upon the exercise of the NQSO, at no additional cost, based on
the formula set forth herein. As of the last business day of each calendar
quarter, the amount of dividends paid by the Company on each share of Common
Stock with respect to that quarter shall be divided by the FMV per share to
determine the actual number of DERs accruing on each share subject to the
NQSO. Such amount of DERs shall be multiplied by the number of shares covered
by the NQSO to determine the number of DERs which accrued during such quarter.
The provisions of this Section 2.1(b) shall not be amended more than once
every six months other than to comport with changes in the Code, the Employee
Retirement Income Security Act ("ERISA") or the rules thereunder.

         For example. Assume that a grantee holds a NQSO to purchase 600
shares of Common Stock. Further assume that the dividend per share for the
first quarter was $0.10, and that the FMV per share on the last business day
of the quarter was $20. Therefore, .005 DER would accrue per share for that
quarter and such grantee would receive three DERs for that quarter (600 X
 .005). For purposes of determining how many DERs would accrue during the
second quarter, the NQSO would be considered to be for 603 shares of Common
Stock.

         2.2.     Exercisability of Options.  Subject to the other provisions
of the Plan:

         (a) Exercisability Determined by Plan Agreement. Each Plan agreement
shall set forth the period during which and the conditions subject to which
the option shall be exercisable (including, but not limited to vesting of such
options), as determined by the Committee in its discretion.

         (b) Partial Exercise Permitted. Unless the applicable Plan agreement
otherwise provides, an option granted under the Plan may be exercised from
time to time as to all or part of the full number of shares for which such
option is then exercisable, in which event the DERs relating to the portion of
the option being exercised shall also be exercised.

         (c) Notice of Exercise; Exercise Date.

                  (i) An option shall be exercisable by the filing of a
                  written notice of exercise with the Company, on such form
                  and in such manner as the Committee shall in its sole
                  discretion prescribe, and by payment in accordance with
                  Section 2.4.

                  (ii) Unless the applicable Plan agreement otherwise
                  provides, or the Committee in its sole discretion otherwise
                  determines, the date of exercise of an option shall be the
                  date the Company receives such written notice of exercise
                  and payment.

         2.3.     Limitation on Exercise.  Notwithstanding any other provision
of the Plan, no Plan agreement shall permit an ISO to be exercisable more than
10 years after the date of grant.

         2.4.     Payment of Option Price.

         (a) Tender Due Upon Notice of Exercise. Unless the applicable Plan
agreement otherwise provides or the Committee in its sole discretion otherwise
determines, any written notice of exercise of an option shall be accompanied
by payment of the full purchase price for the shares being purchased.

         (b) Manner of Payment. Payment of the option exercise price shall be
made in any combination of the following:

                    (i) by certified or official bank check payable to the
                  Company (or the equivalent thereof acceptable to the
                  Committee);

                   (ii) by personal check (subject to collection), which may
                  in the Committee's discretion be deemed conditional;

                  (iii) with the consent of the Committee in its sole
                  discretion, by delivery of previously acquired shares of
                  Common Stock owned by the grantee for at least six months
                  having a fair market value (determined as of the option
                  exercise date) equal to the portion of the option exercise
                  price being paid thereby, provided that the Committee may
                  require the grantee to furnish an opinion of counsel
                  acceptable to the Committee to the effect that such delivery
                  would not result in the grantee incurring any liability
                  under Section 16(b) of the Act and does not require any
                  Consent (as defined in Section 4.2); and

                   (iv) with the consent of the Committee in its sole
                  discretion, by the full recourse promissory note and
                  agreement of the grantee providing for payment with interest
                  on the unpaid balance accruing at a rate not less than that
                  needed to avoid the imputation of income under Code Section
                  7872 and upon such terms and conditions (including the
                  security, if any, therefor) as the Committee may determine;
                  and

                    (v) by withholding shares of Common Stock from the shares
                  otherwise issuable pursuant to the exercise.

         (c) Cashless Exercise. Payment in accordance with Section 2.4(b) may
be deemed to be satisfied, if and to the extent provided in the applicable
Plan agreement, by delivery to the Company of an assignment of a sufficient
amount of the proceeds from the sale of Common Stock acquired upon exercise to
pay for all of the Common Stock acquired upon exercise and an authorization to
the broker or selling agent to pay that amount to the Company, which sale
shall be made at the grantee's direction at the time of exercise, provided
that the Committee may require the grantee to furnish an opinion of counsel
acceptable to the Committee to the effect that such delivery would not result
in the grantee incurring any liability under Section 16 of the Act and does
not require any Consent (as defined in Section 4.2).

         (d) Issuance of Shares. As soon as practicable after receipt of full
payment, the Company shall, subject to the provisions of Section 4.2, deliver
to the grantee one or more certificates for the shares of Common Stock so
purchased, which certificates may bear such legends as the Company may deem
appropriate concerning restrictions on the disposition of the shares in
accordance with applicable securities laws, rules and regulations or
otherwise.

         2.5. Default Rules Concerning Termination of Employment.

Subject to the other provisions of the Plan and unless the applicable Plan
agreement otherwise provides:

         (a) General Rule. All options granted to a grantee shall terminate
upon the grantee's termination of employment for any reason except to the
extent post-employment exercise of the option is permitted in accordance with
this Section 2.5.

         (b) Termination for Cause. All unexercised or unvested options
granted to a grantee shall terminate and expire on the day a grantee's
employment is terminated for Cause.

         (c) Regular Termination; Leave of Absence. If the grantee's
employment terminates for any reason other than as provided in subsection (b),
(d) or (f) of this Section 2.5, any awards granted to such grantee which were
exercisable immediately prior to such termination of employment may be
exercised, and any awards subject to vesting may continue to vest, until the
earlier of either: (i) 90 days after the grantee's termination of employment
and (ii) the date on which such options terminate or expire in accordance with
the provisions of the Plan (other than this Section 2.5) and the Plan
agreement; provided that the Committee may, in its sole discretion, determine
such other period for exercise in the case of a grantee whose employment
terminates solely because the grantee's employer ceases to be an Affiliate or
the grantee transfers employment with the Company's consent to a purchaser of
a business disposed of by the Company. The Committee may, in its sole
discretion, determine (i) whether any leave of absence (including short-term
or long-term disability or medical leave) shall constitute a termination of
employment for purposes of the Plan and (ii) the effect, if any, of any such
leave on outstanding awards under the Plan.

         (d) Retirement. If a grantee's employment terminates by reason of
retirement (i.e., the voluntary termination of employee by a grantee after
attaining the age of 55), the options exercisable by the grantee immediately
prior to the grantee's retirement shall be exercisable by the grantee until
the earlier of (i) 12 months after the grantee's retirement and (ii) the date
on which such options terminate or expire in accordance with the provisions of
the Plan (other than this Section 2.5) and the Plan agreement.

         (e) Death After Termination. If a grantee's employment terminates in
the manner described in subsections (c) or (d) of this Section 2.5 and the
grantee dies within the period for exercise provided for therein, the options
exercisable by the grantee immediately prior to the grantee's death shall be
exercisable by the personal representative of the grantee's estate or by the
person to whom such options pass under the grantee's will (or, if applicable,
pursuant to the laws of descent and distribution) until the earlier of (i) 12
months after the grantee's death and (ii) the date on which such options
terminate or expire in accordance with the provisions of subsections (c) or
(d) of this Section 2.5.

         (f) Death Before Termination. If a grantee dies while employed by the
Company or any Affiliate, all options granted to the grantee but not exercised
before the death of the grantee, whether or not exercisable by the grantee
before the grantee's death, shall immediately become and be exercisable by the
personal representative of the grantee's estate or by the person to whom such
options pass under the grantee's will (or, if applicable, pursuant to the laws
of descent and distribution) until the earlier of (i) 12 months after the
grantee's death and (ii) the date on which such options terminate or expire in
accordance with the provisions of the Plan (other than this Section 2.5) and
the Plan agreement.

         2.6. Special ISO Requirements. In order for a grantee to receive
special tax treatment with respect to stock acquired under an option intended
to be an ISO, (i) the Plan must be approved by the Company's shareholders in
accordance with the requirements of Code Section 422(b) and (ii) the grantee
of such option must be, at all times during the period beginning on the date
of grant and ending on the day three months before the date of exercise of
such option, an employee of the Company or any of the Company's parent or
subsidiary corporations (within the meaning of Code Section 424), or of a
corporation or a parent or subsidiary corporation of such corporation issuing
or assuming a stock option in a transaction to which Code Section 424(a)
applies. If an option granted under the Plan is intended to be an ISO, and if
the grantee, at the time of grant, owns stock possessing more than 10% of the
total combined voting power of all classes of stock of the grantee's employer
corporation or of its parent or subsidiary corporation, then (i) the option
exercise price per share shall in no event be less than 110% of the fair
market value of the Common Stock on the date of such grant and (ii) such
option shall not be exercisable after the expiration of five years after the
date such option is granted.

ARTICLE 3.  RESTRICTED STOCK AND UNRESTRICTED STOCK AWARDS

         3.1.     Restricted Stock Awards.

         (a) Grant of Awards. The Committee may grant restricted stock awards,
alone or in tandem with other awards, under the Plan in such amounts and
subject to such terms and conditions as the Committee shall from time to time
in its sole discretion determine; provided, however, that the grant of any
such restricted stock awards may be made only in lieu of cash compensation and
bonuses. The vesting of a restricted stock award granted under the Plan may be
conditioned upon the completion of a specified period of employment with the
Company or any Affiliate, upon the attainment of specified performance goals,
and/or upon such other criteria as the Committee may determine in its sole
discretion.

         (b) Payment. Each Plan agreement with respect to a restricted stock
award shall set forth the amount (if any) to be paid by the grantee with
respect to such award. If a grantee makes any payment for a restricted stock
award which does not vest, appropriate payment may be made to the grantee
following the forfeiture of such award on such terms and conditions as the
Committee may determine. The Committee shall have the authority to make or
authorize loans to finance, or to otherwise accommodate the financing of, the
acquisition or exercise of a restricted stock award.

         (c) Forfeiture upon Termination of Employment. Unless the applicable
Plan agreement otherwise provides or the Committee otherwise determines, (i)
if a grantee's employment terminates for any reason (including death) before
all of his restricted stock awards have vested, such awards shall terminate
and expire upon such termination of employment, and (ii) in the event any
condition to the vesting of restricted stock awards is not satisfied within
the period of time permitted therefor, such unvested shares shall be returned
to the Company.

         (d) Issuance of Shares. The Committee may provide that one or more
certificates representing restricted stock awards shall be registered in the
grantee's name and bear an appropriate legend specifying that such shares are
not transferable and are subject to the terms and conditions of the Plan and
the applicable Plan agreement, or that such certificate or certificates shall
be held in escrow by the Company on behalf of the grantee until such shares
vest or are forfeited, all on such terms and conditions as the Committee may
determine. Unless the applicable Plan agreement otherwise provides, no share
of restricted stock may be assigned, transferred, otherwise encumbered or
disposed of by the grantee until such share has vested in accordance with the
terms of such award. Subject to the provisions of Section 4.2, as soon as
practicable after any restricted stock award shall vest, the Company shall
issue or reissue to the grantee (or to the grantee's designated beneficiary in
the event of the grantee's death) one or more certificates for the Common
Stock represented by such restricted stock award.

         (e) Grantees' Rights Regarding Restricted Stock. Unless the
applicable Plan agreement otherwise provides: (i) a grantee may vote and
receive dividends on restricted stock awarded under the Plan; and (ii) any
stock received as a distribution with respect to a restricted stock award
shall be subject to the same restrictions as such restricted stock.

         3.2. Unrestricted Shares. The Committee may issue stock under the
Plan, alone or in tandem with other awards, in such amounts and subject to
such terms and conditions as the Committee shall from time to time in its sole
discretion determine; provided, however, that the grant of any such
unrestricted stock awards may be made only in lieu of cash compensation and
bonuses.

ARTICLE 4.  MISCELLANEOUS

         4.1.     Amendment of the Plan; Modification of Awards.

         (a) Plan Amendments. The Board may, without stockholder approval, at
any time and from time to time suspend, discontinue or amend the Plan in any
respect whatsoever, except that (i) no such amendment shall impair any rights
under any award theretofore made under the Plan without the consent of the
grantee of such award and (ii) except as and to the extent otherwise permitted
by Section 4.5 or 4.11, no such amendment shall cause the Plan to fail to
satisfy any applicable requirement under Rule 16b-3 without stockholder
approval.

         (b) Award Modifications. Subject to the terms and conditions of the
Plan (including Section 4.1(a)), the Committee may amend outstanding Plan
agreements with such grantee, including, without limitation, any amendment
which would (i) accelerate the time or times at which an award may vest or
become exercisable and/or (ii) extend the scheduled termination or expiration
date of the award, provided, however, that no modification having a material
adverse effect upon the interest of a grantee in an award shall be made
without the consent of such grantee.

         4.2.     Restrictions.

         (a) Consent Requirements. If the Committee shall at any time
determine that any Consent (as hereinafter defined) is necessary or desirable
as a condition of, or in connection with, the granting of any award under the
Plan, the acquisition, issuance or purchase of shares or other rights
hereunder or the taking of any other action hereunder (each such action being
hereinafter referred to as a "Plan Action"), then such Plan Action shall not
be taken, in whole or in part, unless and until such Consent shall have been
effected or obtained to the full satisfaction of the Committee. Without
limiting the generality of the foregoing, the Committee shall be entitled to
determine not to make any payment whatsoever until Consent has been given if
(i) the Committee may make any payment under the Plan in cash, Common Stock or
both, and (ii) the Committee determines that Consent is necessary or desirable
as a condition of, or in connection with, payment in any one or more of such
forms.

         (b) Consent Defined. The term "Consent" as used herein with respect
to any Plan Action means (i) any and all listings, registrations or
qualifications in respect thereof upon any securities exchange or other
self-regulatory organization or under any federal, state or local law, rule or
regulation, (ii) the expiration, elimination or satisfaction of any
prohibitions, restrictions or limitations under any federal, state or local
law, rule or regulation or the rules of any securities exchange or other
self-regulatory organization, (iii) any and all written agreements and
representations by the grantee with respect to the disposition of shares, or
with respect to any other matter, which the Committee shall deem necessary or
desirable to comply with the terms of any such listing, registration or
qualification or to obtain an exemption from the requirement that any such
listing, qualification or registration be made, and (iv) any and all consents,
clearances and approvals in respect of a Plan Action by any governmental or
other regulatory bodies or any parties to any loan agreements or other
contractual obligations of the Company or any Affiliate.

         4.3. Nontransferability. Except as set forth in any Plan Agreement,
no award granted to any grantee under the Plan or under any Plan agreement
shall be assignable or transferable by the grantee other than by will or by
the laws of descent and distribution. During the lifetime of the grantee, all
rights with respect to any award granted to the grantee under the Plan or
under any Plan agreement shall be exercisable only by the grantee.

         4.4.     Withholding Taxes.

         (a) Whenever under the Plan shares of Common Stock are to be
delivered pursuant to an award, the Committee may require as a condition of
delivery that the grantee remit an amount sufficient to satisfy all federal,
state and other governmental withholding tax requirements related thereto.
Whenever cash is to be paid under the Plan, the Company may, as a condition of
its payment, deduct therefrom, or from any salary or other payments due to the
grantee, an amount sufficient to satisfy all federal, state and other
governmental withholding tax requirements related thereto or to the delivery
of any shares of Common Stock under the Plan.

         (b) Without limiting the generality of the foregoing, (i) a grantee
may elect to satisfy all or part of the foregoing withholding requirements by
delivery of unrestricted shares of Common Stock owned by the grantee for at
least six months (or such other period as the Committee may determine) having
a fair market value (determined as of the date of such delivery by the
grantee) equal to all or part of the amount to be so withheld, provided that
the Committee may require, as a condition of accepting any such delivery, the
grantee to furnish an opinion of counsel acceptable to the Committee to the
effect that such delivery would not result in the grantee incurring any
liability under Section 16(b) of the Act and (ii) the Committee may permit any
such delivery to be made by withholding shares of Common Stock from the shares
otherwise issuable pursuant to the award giving rise to the tax withholding
obligation (in which event the date of delivery shall be deemed the date such
award was exercised).

         4.5. Adjustments Upon Changes in Capitalization. If and to the extent
specified by the Committee, the number of shares of Common Stock which may be
issued pursuant to awards under the Plan, the maximum number of options which
may be granted to any one person in any year, the number of shares of Common
Stock subject to awards, the option exercise price of options theretofore
granted under the Plan, and the amount payable by a grantee in respect of an
award, shall be appropriately adjusted (as the Committee may determine) for
any change in the number of issued shares of Common Stock resulting from the
subdivision or combination of shares of Common Stock or other capital
adjustments, or the payment of a stock dividend after the effective date of
the Plan, or other change in such shares of Common Stock effected without
receipt of consideration by the Company; provided that any awards covering
fractional shares of Common Stock resulting from any such adjustment shall be
eliminated and provided further, that each ISO granted under the Plan shall
not be adjusted in a manner that causes such option to fail to continue to
qualify as an ISO within the meaning of Code Section 422. Adjustments under
this Section shall be made by the Committee, whose determination as to what
adjustments shall be made, and the extent thereof, shall be final, binding and
conclusive.

         4.6. Right of Discharge Reserved. Nothing in the Plan or in any Plan
agreement shall confer upon any person the right to continue in the employment
of the Company or an Affiliate or affect any right which the Company or an
Affiliate may have to terminate the employment of such person.

         4.7. No Rights as a Stockholder. No grantee or other person shall
have any of the rights of a stockholder of the Company with respect to shares
subject to an award until the issuance of a stock certificate to him for such
shares. Except as otherwise provided in Section 4.5, no adjustment shall be
made for dividends, distributions or other rights (whether ordinary or
extraordinary, and whether in cash, securities or other property) for which
the record date is prior to the date such stock certificate is issued. In the
case of a grantee of an award which has not yet vested, the grantee shall have
the rights of a stockholder of the Company if and only to the extent provided
in the applicable Plan agreement.

         4.8.     Nature of Payments.

         (a) Any and all awards or payments hereunder shall be granted,
issued, delivered or paid, as the case may be, in consideration of services
performed for the Company or for its Affiliates by the grantee.

         (b) No such awards and payments shall be considered special incentive
payments to the grantee or, unless otherwise determined by the Committee, be
taken into account in computing the grantee's salary or compensation for the
purposes of determining any benefits under (i) any pension, retirement, life
insurance or other benefit plan of the Company or any Affiliate or (ii) any
agreement between the Company or any Affiliate and the grantee.

         (c) By accepting an award under the Plan, the grantee shall thereby
waive any claim to continued exercisability or vesting of an award or to
damages or severance entitlement related to non-continuation of the award
beyond the period provided herein or in the applicable Plan agreement,
notwithstanding any contrary provision in any written employment contract with
the grantee, whether any such contract is executed before or after the grant
date of the award.

         4.9. Non-Uniform Determinations. The Committee's determinations under
the Plan need not be uniform and may be made by it selectively among persons
who receive, or are eligible to receive, awards under the Plan (whether or not
such persons are similarly situated). Without limiting the generality of the
foregoing, the Committee shall be entitled, among other things, to make
non-uniform and selective determinations, and to enter into non-uniform and
selective Plan agreements, as to (a) the persons to receive awards under the
Plan, (b) the terms and provisions of awards under the Plan, and (c) the
treatment of leaves of absence pursuant to Section 2.7(c).

         4.10. Other Payments or Awards. Nothing contained in the Plan shall
be deemed in any way to limit or restrict the Company, any Affiliate or the
Committee from making any award or payment to any person under any other plan,
arrangement or understanding, whether now existing or hereafter in effect.

         4.11.     Reorganization.

         (a) In the event that the Company is merged or consolidated with
another corporation and, whether or not the Company shall be the surviving
corporation, there shall be any change in the shares of Common Stock by reason
of such merger or consolidation, or in the event that all or substantially all
of the assets of the Company are acquired by another person, or in the event
of a reorganization or liquidation of the Company (each such event being
hereinafter referred to as a "Reorganization Event") or in the event that the
Board shall propose that the Company enter into a Reorganization Event, then
the Committee may in its discretion, by written notice to a grantee, provide
that his options will be terminated unless exercised within 30 days (or such
longer period as the Committee shall determine in its sole discretion) after
the date of such notice; provided that if, and to the extent that, the
Committee takes such action with respect to the grantee's options not yet
exercisable, the Committee shall also accelerate the dates upon which such
options shall be exercisable. The Committee also may in its discretion by
written notice to a grantee provide that all or some of the restrictions on
any of the grantee's awards may lapse in the event of a Reorganization Event
upon such terms and conditions as the Committee may determine.

         (b) Whenever deemed appropriate by the Committee, the actions
referred to in Section 4.11(a) may be made conditional upon the consummation
of the applicable Reorganization Event.

         4.12.     Section Headings.  The section headings contained herein are
for the purposes of convenience only and are not intended to define or limit
the contents of said sections.

         4.13.    Effective Date and Term of Plan.

         (a) The Plan has been adopted and shall be effective as of March 24,
1999.

         (b) The Plan shall terminate as of March 24, 2009, and no awards
shall thereafter be made under the Plan. Notwithstanding the foregoing, all
awards made under the Plan prior to such termination date shall remain in
effect until such awards have been satisfied or terminated in accordance with
the terms and provisions of the Plan and the applicable Plan agreement.

         4.14.    Governing Law.  The Plan shall be governed by the laws of the
State of New York applicable to agreements made and to be performed entirely
within such state.

ARTICLE 5.  STOCK OPTIONS GRANTED TO INDEPENDENT DIRECTORS

         5.1. Automatic Grant of Options. Each Independent Director appointed
or elected for the first time shall automatically be granted a NQSO to
purchase 1,000 shares of Common Stock on his date of appointment or election.
Each Independent Director who is serving as Director of the Company on the
fifth business day after each annual meeting of shareholders shall
automatically be granted on such day NQSOs to acquire 500 shares of Common
Stock; provided, however, that an Independent Director who is appointed or
elected for the first time shall not be eligible to receive NQSOs pursuant to
this sentence for the year of his initial appointment or election. The
exercise price per share for the Common Stock covered by a NQSO granted
pursuant to this Section 5.1 shall be equal to the FMV of the Common Stock on
the date the NQSO is granted.

         5.2.     Exercise; Termination; Non-Transferability

         (a) All NQSOs granted under this Article 5 shall be immediately
exercisable. No NQSO issued under this Article 5 shall be exercisable after
the expiration of ten years from the date upon which such NQSO is granted.

         (b) The rights of an Independent Director in a NQSO granted under
this Article 5 shall terminate twelve months after such Director ceases to be
a Director of the Company or the specified expiration date, if earlier;
provided, however, that such rights shall terminate immediately on the date on
which an Independent Director ceases to be a Director by reason of termination
of his directorship on account of any act of (i) fraud or intentional
misrepresentation or (ii) embezzlement, misappropriation or conversion of
assets or opportunities of the Company.

         (c) No NQSO granted under this Article 5 shall be transferable by the
grantee otherwise than by will or by the laws of descent and distribution, and
such grantee shall be exercisable during the grantee's lifetime only by the
grantee. Any NQSO granted to an Independent Director and outstanding on the
date of his death may be exercised by the legal representative or legatee of
the grantee for the period of twelve months from the date of death or until
the expiration of the stated term of the option, if earlier.

         (d) NQSOs granted under this Article 5 may be exercised only by
written notice to the Company specifying the number of shares to be purchased.
Payment of the full purchase price of the shares to be purchased may be made
by certified or official bank check payable to the Company. A grantee shall
have the rights of a stockholder only as to shares acquired upon the exercise
of a NQSO and not as to unexercised NQSOs.

         5.3. Adjustments Upon Changes in Capitalization. The number of shares
of Common Stock subject to awards and the option exercise price of NQSOs
theretofore granted under this Article 5, and the amount payable by a grantee
in respect of an award, shall be appropriately adjusted for any change in the
number of issued shares of Common Stock resulting from the subdivision or
combination of shares of Common Stock or other capital adjustments, or the
payment of a stock dividend after the effective date of the Plan, or other
change in such shares of Common Stock effected without receipt of
consideration by the Company; provided that any awards covering fractional
shares of Common Stock resulting from any such adjustment shall be eliminated.

         5.4 Limited to Independent Directors. The provisions of this Article
5 shall apply only to NQSOs granted or to be granted to Independent Directors,
shall be interpreted as if this Article 5 constituted a separate plan of the
Company and shall not be deemed to modify, limit or otherwise apply to any
other provision of this Plan or to any NQSO issued under this Plan to a
participant who is not an Independent Director of the Company. To the extent
inconsistent with the provisions of any other Section of this Plan, the
provisions of this Article 5 shall govern the rights and obligations of the
Company and Independent Directors respecting NQSOs granted or to be granted to
Independent Directors. The provisions of this Article 5 shall not be amended
more than once every six months other than to comport with changes in the
Code, ERISA or the rules thereunder.


<PAGE>





                                                                     EXHIBIT 5

                               Brown & Wood LLP
                            One World Trade Center
                         New York, New York 10048-0057
                            Telephone: 212-839-5300
                            Facsimile: 212-839-5599

                                             July 28, 1999

Reckson Service Industries, Inc.
225 Broadhollow Road
Melville, New York  11747

Dear Sirs:

         We have acted as counsel for Reckson Service Industries, Inc., a
Delaware corporation (the "Company"), in connection with the proposed filing
with the Securities and Exchange Commission under the Securities Act of 1933,
as amended, of a Registration Statement on Form S-8 (the "Registration
Statement") for the purpose of registering 1,750,000 shares of Common Stock,
par value $.01 per share (the "Common Stock") of Reckson Service Industries,
Inc. In such capacity, we have examined the First Amended and Restated
Certificate of Incorporation and Bylaws of the Company, the Reckson Service
Industries, Inc. 1999 Stock Option Plan (the "Plan"), and such other documents
of the Company as we have deemed necessary or appropriate for the purposes of
the opinion expressed herein.

         Based upon the foregoing, we advise you that, in our opinion when the
shares of Common Stock to be issued pursuant to the Plan have been issued and
paid for in accordance with the terms of the Plan and the Registration
Statement, such shares will be legally issued, fully paid and nonassessable.

         We consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name wherever appearing in the
Registration Statement and any amendment thereto.

                                             Very truly yours,

                                             /s/ Brown & Wood LLP


<PAGE>



                                                                 EXHIBIT 23(b)

                      Consent of Independent Accountants

We consent to the incorporation by reference in the Registration Statement
(Form S-8), pertaining to the Reckson Service Industries, Inc. 1999 Stock
Option Plan of Reckson Service Industries, Inc. (the "Company") for the
registration of 1,750,000 shares of common stock of our reports dated (i)
March 12, 1999, with respect to the consolidated financial statements of the
Company included in its Annual Report (Form 10-K) for the year ended December
31, 1998 and for the period July 15, 1997 to December 31, 1997 filed with the
Securities and Exchange Commission on March 31, 1999, (ii) March 12, 1999,
with respect to the consolidated financial statements of Interoffice
Superholdings Corporation and Subsidiaries for the period November 9, 1998 to
December 31, 1998 included in the Company's Form 10-K filed with the
Securities and Exchange Commission on March 31, 1999, (iii) March 5, 1999,
with respect to the consolidated financial statements of RSVP Holdings, LLC
for the period February 26, 1998 to December 31, 1998, included in the
Company's Form 10-K filed with the Securities and Exchange Commission on March
31, 1999, (iv) January 4, 1999, with respect to the combined financial
statements of Xebec Management Services, Inc. and affiliate for the years
ended December 31, 1997 and 1996, included in the Company's Form 8-K filed
with the Securities and Exchange Commission on January 19, 1999 (v) September
18, 1998, with respect to the consolidated financial statements of InterOffice
(Holdings) Corporation and Subsidiaries for the years ended December 31, 1997,
1996 and 1995 included in the Company's Form 8-K filed with the Securities and
Exchange Commission on January 19, 1999.

                                             /s/ Ernst & Young LLP

New York, New York
July 28, 1999


<PAGE>



                                                                 Exhibit 23(c)

                      Consent of Independent Accountants

We hereby consent to the incorporation by reference in this Registration
Statement of Reckson Service Industries, Inc. on Form S-8 of our report dated
February 26, 1999 relating to the consolidated financial statements of
ALLIANCE NATIONAL Incorporated and Subsidiaries, which appears in Reckson
Service Industries, Inc.'s Current Report on Form 8-K/A dated March 24, 1999.



/s/ PricewaterhouseCoopers LLP



New York, New York
July 28, 1999
[{"type": "S-8", "sequence": "1", "description": "T:\\EDGAR\\600125.TXT", "secsgml_size_bytes": 67250}]
{"company-data": {"conformed-name": "RECKSON SERVICES INDUSTRIES INC", "cik": "0001052743", "assigned-sic": "6531", "irs-number": "113383642", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-84013", "film-number": "99673200"}, "business-address": {"street1": "225 BROADHOLLOW RD", "city": "MELVILLE", "state": "NY", "zip": "11747", "phone": "5167197400"}, "mail-address": {"street1": "225 BROADHOLLOW RD", "city": "MELVILLE", "state": "NY", "zip": "11747"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 29, 1999
                                              REGISTRATION NO. 333-___________
==============================================================================
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

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

                       RECKSON SERVICE INDUSTRIES, INC.
            (Exact name of registrant as specified in its charter)

           DELAWARE                                     11-3383642
-------------------------------           ------------------------------------
(State or other jurisdiction of           (I.R.S. Employer Identification No.)
incorporation or organization)

                             225 BROADHOLLOW ROAD
                           MELVILLE, NEW YORK 11747
                                (516) 719-7400
      -----------------------------------------------------------------
              (Address, including zip code, and telephone number,
      including area code, of registrant's principal executive offices)

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

            RECKSON SERVICE INDUSTRIES, INC. 1999 STOCK OPTION PLAN
                           (Full title of the plan)

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

                                 SCOTT RECHLER
                PRESIDENT, CHIEF EXECUTIVE OFFICER AND DIRECTOR
                       RECKSON SERVICE INDUSTRIES, INC.
                             225 BROADHOLLOW ROAD
                           MELVILLE, NEW YORK 11747
                                (516) 719-7400
      -------------------------------------------------------------------
      (Name, address, including zip code, and telephone number, including
                       area code, of agent for service)

                        CALCULATION OF REGISTRATION FEE
============================================================================================================================
Title of Securities              Amount to           Proposed maximum          Proposed maximum      Amount of registration
 to be registered              be registered      offering price per unit     aggregate offering               fee
                                                                                   price
----------------------------------------------------------------------------------------------------------------------------

Common Stock, par value
$.01 per share...........        1,750,000 (1)           $16.28 (2)              $28,490,000 (3)            $7,921 (4)
============================================================================================================================
(1)      Plus such additional number of shares as may be required pursuant to
         the 1999 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 1999
         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 in the consolidated reporting system for last reported
         over-the-counter securities on July 27, 1999.

(4)      In accordance with Rule 457(h), the filing fee is based on the
         maximum number of the registrant's securities issuable under the 1999
         Stock Option 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 Service Industries, Inc. (the "Company") hereby incorporates
by reference the documents listed in (a), (b) and (c) 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,
               1998.

         (b)   The quarterly report on Form 10-Q for the quarter ended March
               31, 1999.

         (c)   The current reports on Form 8-K (including Form 8-KA) and filed
               on January 19, 1999, January 25, 1999, March 24, 1999, April
               16, 1999 and July 16, 1999, respectively.

         (d)   The description of the Company's Common Stock contained in the
               section entitled "Description of RSI Capital Stock" in the
               Company's registration statement on Form S-1, as amended, filed
               on January 16, 1998 pursuant to the Securities 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 Delaware General Corporation Law (the "Delaware Law") provides
that a corporation may limit the liability of each director to the corporation
of its stockholders for monetary damages except for liability (i) for any
breach of the director's duty of loyalty to the corporation or its
stockholders; (ii) for acts or omissions not in good faith or that involve
intentional misconduct or a knowing violation of law; (iii) in respect of
certain unlawful dividend payments or stock redemptions or repurchases, and
(iv) for any transaction from which the director derives an improper personal
benefit. The First Amended and Restated Certificate of Incorporation and
Bylaws of the Company (the "Amended and Restated Certificate of Incorporation"
and "Bylaws", respectively) provide for the elimination and limitation of the
personal liability of directors of the Company for monetary damages to the
fullest extent permitted by the Delaware Law. In addition, the Amended and
Restated Certificate of Incorporation and Bylaws provide that if the Delaware
Law is amended to authorize the further elimination or limitation of the
liability of a director, then the liability of the directors shall be
eliminated or limited to the fullest extent permitted by the Delaware Law, as
so amended. The effect of this provision is to eliminate the rights of the
Company or any stockholder to seek non-monetary relief such as an injunction
or rescission in the event of a breach of a director's duty of care. In
addition, the Bylaws provide that the Company shall, to the fullest extent
permitted by the Delaware law, as amended from time to time, indemnify and
advance expenses to each of its currently acting and former directors,
officers, members of the management advisory committee, employees and agents.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not Applicable.

ITEM 8.  EXHIBITS

3(a)*    Certificate of Incorporation of the Company.

3(b)*    Bylaws of the Company.

3(c)**   Amended and Restated Certificate of Incorporation of the Company.

4(a)*    Specimen Share Certificate of Common Stock.

4(b)     Reckson Service Industries, Inc. 1999 Stock Option Plan.

5        Opinion of Brown & Wood LLP.

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

23(b)    Consent of Ernst & Young LLP.

23(c)    Consent of PricewaterhouseCoopers LLP.

24       Power of Attorney (included on page 5).

*        Previously filed as an exhibit to Registration Statement on Form S-1
(No. 333-44419) and incorporated herein by reference.

**       Previously filed as an exhibit to Annual Report on Form 10-K
(No. 001-14183) 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
Service Industries, Inc. 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 July 28, 1999.

                                          RECKSON SERVICE INDUSTRIES, INC.

                                          By: /s/ SCOTT RECHLER
                                              ---------------------
                                                  (Scott Rechler)
                                                  President, Chief Executive
                                                  Officer and Director

                               POWER OF ATTORNEY

         KNOWN ALL MEN BY THESE PRESENTS, that we, the undersigned officers
and directors of Reckson Service Industries, Inc. hereby severally constitute
Scott H. Rechler, Mitchell D. Rechler, and 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 Service
Industries, Inc. 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/ SCOTT H. RECHLER            President, Chief Executive        July 28, 1999
---------------------------     Officer and Director
(Scott H. Rechler)

/s/ MICHAEL MATURO              Executive Vice President,         July 28, 1999
---------------------------     Chief Financial Officer and
(Michael Maturo)                Director (Financial Officer
                                and Accounting Officer)

/s/ DONALD J. RECHLER           Chairman of the Board and         July 28, 1999
---------------------           Director
(Donald J. Rechler)

/s/ ROGER M. RECHLER            Member of Management Advisory     July 28, 1999
---------------------------     Committee and Director
(Roger M. Rechler)

/s/ MITCHELL D. RECHLER         Secretary, Member of Management   July 28, 1999
-----------------------         Advisory Committee and
(Mitchell D. Rechler)           Director

/s/ GREGG M. RECHLER            Member of Management Advisory     July 28, 1999
--------------------            Committee and Director
(Gregg M. Rechler))

________________                Director
(Paul Amoruso)

_______________                 Director
(Ronald Cooper)
EXHIBIT INDEX

Exhibit No.    Description                                              Page
-----------    -----------                                              ----

3(a)*          Certificate of Incorporation of the Company.

3(b)*          Bylaws of the Company.

3(c)**         Amended and Restated Certificate of Incorporation
               of the Company.

4(a)*          Specimen Share Certificate of Common Stock.

4(b)           Reckson Service Industries, Inc. 1999 Stock                7
               Option Plan.

5              Opinion of Brown & Wood LLP.                               21

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

23(b)          Consent of Ernst & Young LLP.                              22

23(c)          Consent of PricewaterhouseCoopers LLP.                     23

24             Power of Attorney (included on page 5).

*    Previously filed as an exhibit to Registration Statement on Form S-11
(No. 333-44419) and incorporated herein by reference.

**   Previously filed as an exhibit to Annual Report on Form 10-K
(No. 001-14183) and incorporated herein by reference.
EXHIBIT 4(b)

                       RECKSON SERVICE INDUSTRIES, INC.
                            1999 STOCK OPTION PLAN

ARTICLE 1.  GENERAL

         1.1. Purpose. The purpose of the Reckson Service Industries, Inc.
1999 Stock Option Plan (the "Plan") is to provide for a broad base of
officers, directors and key employees, as defined in Section 1.3, of Reckson
Service Industries, Inc. (the "Company") and certain of its Affiliates (as
defined below) an equity-based incentive to maintain and enhance the
performance and profitability of the Company. It is the further purpose of
this Plan to permit the granting of awards that will constitute
performance-based compensation for certain executive officers, as described in
Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code"),
and regulations promulgated thereunder.

         1.2.     Administration.

         (a) The Plan shall be administered by the Compensation Committee (the
"Committee") of the Board of Directors of the Company (the "Board"), which
Committee shall consist of two or more directors, or by the Board. It is
intended that from and after the initial public offering of Common Stock, the
directors appointed to serve on the Committee shall be "non-employee
directors" (within the meaning of Rule 16b-3 promulgated under the Securities
Exchange Act of 1934 (the "Act")) and "outside directors" (within the meaning
of Code Section 162(m)); however, the mere fact that a Committee member shall
fail to qualify under either of these requirements shall not invalidate any
award made by the Committee which award is otherwise validly made under the
Plan. The members of the Committee shall be appointed by, and may be changed
at any time and from time to time in the discretion of, the Board.

         (b) The Committee shall have the authority (i) to exercise all of the
powers granted to it under the Plan, (ii) to construe, interpret and implement
the Plan and any Plan agreements executed pursuant to the Plan, (iii) to
prescribe, amend and rescind rules relating to the Plan, (iv) to make any
determination necessary or advisable in administering the Plan, and (v) to
correct any defect, supply any omission and reconcile any inconsistency in the
Plan. The Committee shall have no authority to interpret or administer Article
5 of the Plan or to take any action with respect to any awards thereunder.

         (c) The determination of the Committee on all matters relating to the
Plan or any Plan agreement shall be conclusive.

         (d) No member of the Committee shall be liable for any action or
determination made in good faith with respect to the Plan or any award
hereunder.

         (e) Notwithstanding anything to the contrary contained herein, the
Board may, in its sole discretion, at any time and from time to time, resolve
to administer the Plan, in which case, the term Committee as used herein shall
be deemed to mean the Board.

         1.3. Persons Eligible for Awards. Awards under the Plan may be made
to such officers, directors and key employees ("key personnel") of the Company
or its Affiliates as the Committee shall from time to time in its sole
discretion select. No member of the Board who is not an officer or employee of
the Company or an Affiliate (an "Independent Director") shall be eligible to
receive any Awards under the Plan, except for non-qualified stock options
granted automatically under the provisions of Article 5 of the Plan.

         1.4.     Types of Awards Under Plan.

         (a) Awards may be made under the Plan in the form of (i) stock
options ("options"), (ii) restricted stock awards, and (iii) unrestricted
stock awards in lieu of cash compensation, all as more fully set forth in
Articles 2 and 3.

         (b) Options granted under the Plan may be either (i) "nonqualified"
stock options ("NQSOs") or (ii) options intended to qualify for incentive
stock option treatment described in Section 422 of the Internal Revenue Code
of 1986 (the "Code") ("ISOs"). Grants of options made under the Plan may also
be made in lieu of cash fees otherwise payable to Directors of the Company or
cash bonuses payable to employees of the Company or any Affiliate.

         (c) All options when granted are intended to be NQSOs, unless the
applicable Plan agreement explicitly states that the option is intended to be
an ISO. If an option is intended to be an ISO, and if for any reason such
option (or any portion thereof) shall not qualify as an ISO, then, to the
extent of such nonqualification, such option (or portion) shall be regarded as
a NQSO appropriately granted under the Plan provided that such option (or
portion) otherwise meets the Plan's requirements relating to NQSOs.

         1.5.     Shares Available for Awards.

         (a) Subject to Section 4.5 (relating to adjustments upon changes in
capitalization), as of any date the total number of shares of Common Stock
with respect to which awards may be granted under the Plan, shall equal the
excess (if any) of 1,750,000 shares of Common Stock, over (i) the number of
shares of Common Stock subject to outstanding awards under the Plan, (ii) the
number of shares in respect of which options have been exercised, or grants of
restricted or unrestricted Common Stock have been made pursuant to the Plan,
and (iii) the number of shares issued subject to forfeiture restrictions which
have lapsed. In any year, a person eligible for awards under the Plan may not
be granted options under the Plan covering a total of more than 1,000,000
shares of Common Stock.

         In accordance with (and without limitation upon) the preceding
sentence, awards may be granted in respect of the following shares of Common
Stock: shares covered by previously-granted awards that have expired,
terminated or been cancelled for any reason whatsoever (other than by reason
of exercise or vesting).

         (b) Shares of Common Stock that shall be subject to issuance pursuant
to the Plan shall be authorized and unissued or treasury shares of Common
Stock, or shares of Common Stock purchased on the open market or from
shareholders of the Company for such purpose.

         (c) Without limiting the generality of the foregoing, the Committee
may, with the grantee's consent, cancel any award under the Plan and issue a
new award in substitution therefor upon such terms as the Committee may in its
sole discretion determine, provided that the substituted award shall satisfy
all applicable Plan requirements as of the date such new award is made.

         1.6.     Definitions of Certain Terms.

         (a) The term "Affiliate" as used herein means RSI Fund Management,
LLC, RSVP Holdings, LLC and Reckson Strategic Venture Partners, LLC, and any
person or entity as subsequently approved by the Board which, at the time of
reference, directly, or indirectly through one or more intermediaries,
controls, is controlled by, or is under common control with, the Company.

         (b) The term "Cause" shall mean a finding by the Committee that the
recipient of an award under the Plan has (i) acted with gross negligence or
willful misconduct in connection with the performance of his material duties
to the Company or its Affiliates; (ii) defaulted in the performance of his
material duties to the Company or its Affiliates and has not corrected such
action within 15 days of receipt of written notice thereof; (iii) willfully
acted against the best interests of the Company or its Affiliates, which act
has had a material and adverse impact on the financial affairs of the Company
or its Affiliates; or (iv) been convicted of a felony or committed a material
act of common law fraud against the Company, its Affiliates or their employees
and such act or conviction has, or the Committee reasonably determines will
have, a material adverse effect on the interests of the Company or its
Affiliates.

         (c) The term "Common Stock" as used herein means the shares of common
stock of the Company as constituted on the effective date of the Plan, and any
other shares into which such common stock shall thereafter be changed by
reason of a recapitalization, merger, consolidation, split-up, combination,
exchange of shares or the like.

         (d) The "fair market value" (or "FMV") as of any date and in respect
of any share of Common Stock shall be:

                    (i) if the Common Stock is listed for trading on the New
                  York Stock Exchange, the closing price, regular way, of the
                  Common Stock as reported on the New York Stock Exchange
                  Composite Tape, or if no such reported sale of the Common
                  Stock shall have occurred on such date, on the next
                  preceding date on which there was such a reported sale; or

                   (ii) if the Common Stock is not so listed but is listed on
                  another national securities exchange or authorized for
                  quotation on the National Association of Securities Dealers
                  Inc.'s NASDAQ National Market System ("NASDAQ/NMS"), the
                  closing price, regular way, of the Common Stock on such
                  exchange or NASDAQ/NMS, as the case may be, on which the
                  largest number of shares of Common Stock have been traded in
                  the aggregate on the preceding twenty trading days, or if no
                  such reported sale of the Stock shall have occurred on such
                  date on such exchange or NASDAQ/NMS, as the case may be, on
                  the preceding date on which there was such a reported sale
                  on such exchange or NASDAQ/NMS, as the case may be; or

                  (iii) if the Common Stock is not listed for trading on a
                  national securities exchange or authorized for quotation on
                  NASDAQ/NMS, the average of the closing bid and asked prices
                  as reported by the National Association of Securities
                  Dealers Automated Quotation System ("NASDAQ") or, if no such
                  prices shall have been so reported for such date, on the
                  next preceding date for which such prices were so reported;
                  or

                   (iv) if the Common Stock is not listed for trading on a
                  national securities exchange or authorized for quotation on
                  NASDAQ/NMS or NASDAQ generally, the average of the closing
                  bid and asked prices as reported on the OTC Bulletin Board
                  or, if no such prices shall have been so reported for such
                  date, on the next preceding date for which such prices were
                  so reported.

         1.7.     Agreements Evidencing Awards.

         (a) Options and restricted stock awards granted under the Plan shall
be evidenced by written agreements. Any such written agreements shall (i)
contain such provisions not inconsistent with the terms of the Plan as the
Committee may in its sole discretion deem necessary or desirable and (ii) be
referred to herein as "Plan Agreements."

         (b) Each Plan agreement shall set forth the number of shares of
Common Stock subject to the award granted thereby.

         (c) Each Plan agreement with respect to the granting of an option
shall set forth the amount (the "option exercise price") payable by the
grantee to the Company in connection with the exercise of the option evidenced
thereby. Except as otherwise provided in Sections 2.6 and 5.1, the option
exercise price per share may be less than, equal to or greater than the fair
market value of a share of Common Stock on the date the option is granted.

ARTICLE 2.  STOCK OPTIONS

         2.1.     Option Awards.

         (a) Grant of Stock Options. The Committee may grant options to
purchase shares of Common Stock in such amounts and subject to such terms and
conditions as the Committee shall from time to time in its sole discretion
determine, subject to the terms of the Plan.

         (b) Dividend Equivalent Rights. To the extent expressly provided by
the Committee at the time of the grant, each NQSO granted under this Section
2.1 shall also generate Dividend Equivalent Rights ("DERs"), which shall
entitle the grantee to receive an additional share of Common Stock for each
DER received upon the exercise of the NQSO, at no additional cost, based on
the formula set forth herein. As of the last business day of each calendar
quarter, the amount of dividends paid by the Company on each share of Common
Stock with respect to that quarter shall be divided by the FMV per share to
determine the actual number of DERs accruing on each share subject to the
NQSO. Such amount of DERs shall be multiplied by the number of shares covered
by the NQSO to determine the number of DERs which accrued during such quarter.
The provisions of this Section 2.1(b) shall not be amended more than once
every six months other than to comport with changes in the Code, the Employee
Retirement Income Security Act ("ERISA") or the rules thereunder.

         For example. Assume that a grantee holds a NQSO to purchase 600
shares of Common Stock. Further assume that the dividend per share for the
first quarter was $0.10, and that the FMV per share on the last business day
of the quarter was $20. Therefore, .005 DER would accrue per share for that
quarter and such grantee would receive three DERs for that quarter (600 X
 .005). For purposes of determining how many DERs would accrue during the
second quarter, the NQSO would be considered to be for 603 shares of Common
Stock.

         2.2.     Exercisability of Options.  Subject to the other provisions
of the Plan:

         (a) Exercisability Determined by Plan Agreement. Each Plan agreement
shall set forth the period during which and the conditions subject to which
the option shall be exercisable (including, but not limited to vesting of such
options), as determined by the Committee in its discretion.

         (b) Partial Exercise Permitted. Unless the applicable Plan agreement
otherwise provides, an option granted under the Plan may be exercised from
time to time as to all or part of the full number of shares for which such
option is then exercisable, in which event the DERs relating to the portion of
the option being exercised shall also be exercised.

         (c) Notice of Exercise; Exercise Date.

                  (i) An option shall be exercisable by the filing of a
                  written notice of exercise with the Company, on such form
                  and in such manner as the Committee shall in its sole
                  discretion prescribe, and by payment in accordance with
                  Section 2.4.

                  (ii) Unless the applicable Plan agreement otherwise
                  provides, or the Committee in its sole discretion otherwise
                  determines, the date of exercise of an option shall be the
                  date the Company receives such written notice of exercise
                  and payment.

         2.3.     Limitation on Exercise.  Notwithstanding any other provision
of the Plan, no Plan agreement shall permit an ISO to be exercisable more than
10 years after the date of grant.

         2.4.     Payment of Option Price.

         (a) Tender Due Upon Notice of Exercise. Unless the applicable Plan
agreement otherwise provides or the Committee in its sole discretion otherwise
determines, any written notice of exercise of an option shall be accompanied
by payment of the full purchase price for the shares being purchased.

         (b) Manner of Payment. Payment of the option exercise price shall be
made in any combination of the following:

                    (i) by certified or official bank check payable to the
                  Company (or the equivalent thereof acceptable to the
                  Committee);

                   (ii) by personal check (subject to collection), which may
                  in the Committee's discretion be deemed conditional;

                  (iii) with the consent of the Committee in its sole
                  discretion, by delivery of previously acquired shares of
                  Common Stock owned by the grantee for at least six months
                  having a fair market value (determined as of the option
                  exercise date) equal to the portion of the option exercise
                  price being paid thereby, provided that the Committee may
                  require the grantee to furnish an opinion of counsel
                  acceptable to the Committee to the effect that such delivery
                  would not result in the grantee incurring any liability
                  under Section 16(b) of the Act and does not require any
                  Consent (as defined in Section 4.2); and

                   (iv) with the consent of the Committee in its sole
                  discretion, by the full recourse promissory note and
                  agreement of the grantee providing for payment with interest
                  on the unpaid balance accruing at a rate not less than that
                  needed to avoid the imputation of income under Code Section
                  7872 and upon such terms and conditions (including the
                  security, if any, therefor) as the Committee may determine;
                  and

                    (v) by withholding shares of Common Stock from the shares
                  otherwise issuable pursuant to the exercise.

         (c) Cashless Exercise. Payment in accordance with Section 2.4(b) may
be deemed to be satisfied, if and to the extent provided in the applicable
Plan agreement, by delivery to the Company of an assignment of a sufficient
amount of the proceeds from the sale of Common Stock acquired upon exercise to
pay for all of the Common Stock acquired upon exercise and an authorization to
the broker or selling agent to pay that amount to the Company, which sale
shall be made at the grantee's direction at the time of exercise, provided
that the Committee may require the grantee to furnish an opinion of counsel
acceptable to the Committee to the effect that such delivery would not result
in the grantee incurring any liability under Section 16 of the Act and does
not require any Consent (as defined in Section 4.2).

         (d) Issuance of Shares. As soon as practicable after receipt of full
payment, the Company shall, subject to the provisions of Section 4.2, deliver
to the grantee one or more certificates for the shares of Common Stock so
purchased, which certificates may bear such legends as the Company may deem
appropriate concerning restrictions on the disposition of the shares in
accordance with applicable securities laws, rules and regulations or
otherwise.

         2.5. Default Rules Concerning Termination of Employment.

Subject to the other provisions of the Plan and unless the applicable Plan
agreement otherwise provides:

         (a) General Rule. All options granted to a grantee shall terminate
upon the grantee's termination of employment for any reason except to the
extent post-employment exercise of the option is permitted in accordance with
this Section 2.5.

         (b) Termination for Cause. All unexercised or unvested options
granted to a grantee shall terminate and expire on the day a grantee's
employment is terminated for Cause.

         (c) Regular Termination; Leave of Absence. If the grantee's
employment terminates for any reason other than as provided in subsection (b),
(d) or (f) of this Section 2.5, any awards granted to such grantee which were
exercisable immediately prior to such termination of employment may be
exercised, and any awards subject to vesting may continue to vest, until the
earlier of either: (i) 90 days after the grantee's termination of employment
and (ii) the date on which such options terminate or expire in accordance with
the provisions of the Plan (other than this Section 2.5) and the Plan
agreement; provided that the Committee may, in its sole discretion, determine
such other period for exercise in the case of a grantee whose employment
terminates solely because the grantee's employer ceases to be an Affiliate or
the grantee transfers employment with the Company's consent to a purchaser of
a business disposed of by the Company. The Committee may, in its sole
discretion, determine (i) whether any leave of absence (including short-term
or long-term disability or medical leave) shall constitute a termination of
employment for purposes of the Plan and (ii) the effect, if any, of any such
leave on outstanding awards under the Plan.

         (d) Retirement. If a grantee's employment terminates by reason of
retirement (i.e., the voluntary termination of employee by a grantee after
attaining the age of 55), the options exercisable by the grantee immediately
prior to the grantee's retirement shall be exercisable by the grantee until
the earlier of (i) 12 months after the grantee's retirement and (ii) the date
on which such options terminate or expire in accordance with the provisions of
the Plan (other than this Section 2.5) and the Plan agreement.

         (e) Death After Termination. If a grantee's employment terminates in
the manner described in subsections (c) or (d) of this Section 2.5 and the
grantee dies within the period for exercise provided for therein, the options
exercisable by the grantee immediately prior to the grantee's death shall be
exercisable by the personal representative of the grantee's estate or by the
person to whom such options pass under the grantee's will (or, if applicable,
pursuant to the laws of descent and distribution) until the earlier of (i) 12
months after the grantee's death and (ii) the date on which such options
terminate or expire in accordance with the provisions of subsections (c) or
(d) of this Section 2.5.

         (f) Death Before Termination. If a grantee dies while employed by the
Company or any Affiliate, all options granted to the grantee but not exercised
before the death of the grantee, whether or not exercisable by the grantee
before the grantee's death, shall immediately become and be exercisable by the
personal representative of the grantee's estate or by the person to whom such
options pass under the grantee's will (or, if applicable, pursuant to the laws
of descent and distribution) until the earlier of (i) 12 months after the
grantee's death and (ii) the date on which such options terminate or expire in
accordance with the provisions of the Plan (other than this Section 2.5) and
the Plan agreement.

         2.6. Special ISO Requirements. In order for a grantee to receive
special tax treatment with respect to stock acquired under an option intended
to be an ISO, (i) the Plan must be approved by the Company's shareholders in
accordance with the requirements of Code Section 422(b) and (ii) the grantee
of such option must be, at all times during the period beginning on the date
of grant and ending on the day three months before the date of exercise of
such option, an employee of the Company or any of the Company's parent or
subsidiary corporations (within the meaning of Code Section 424), or of a
corporation or a parent or subsidiary corporation of such corporation issuing
or assuming a stock option in a transaction to which Code Section 424(a)
applies. If an option granted under the Plan is intended to be an ISO, and if
the grantee, at the time of grant, owns stock possessing more than 10% of the
total combined voting power of all classes of stock of the grantee's employer
corporation or of its parent or subsidiary corporation, then (i) the option
exercise price per share shall in no event be less than 110% of the fair
market value of the Common Stock on the date of such grant and (ii) such
option shall not be exercisable after the expiration of five years after the
date such option is granted.

ARTICLE 3.  RESTRICTED STOCK AND UNRESTRICTED STOCK AWARDS

         3.1.     Restricted Stock Awards.

         (a) Grant of Awards. The Committee may grant restricted stock awards,
alone or in tandem with other awards, under the Plan in such amounts and
subject to such terms and conditions as the Committee shall from time to time
in its sole discretion determine; provided, however, that the grant of any
such restricted stock awards may be made only in lieu of cash compensation and
bonuses. The vesting of a restricted stock award granted under the Plan may be
conditioned upon the completion of a specified period of employment with the
Company or any Affiliate, upon the attainment of specified performance goals,
and/or upon such other criteria as the Committee may determine in its sole
discretion.

         (b) Payment. Each Plan agreement with respect to a restricted stock
award shall set forth the amount (if any) to be paid by the grantee with
respect to such award. If a grantee makes any payment for a restricted stock
award which does not vest, appropriate payment may be made to the grantee
following the forfeiture of such award on such terms and conditions as the
Committee may determine. The Committee shall have the authority to make or
authorize loans to finance, or to otherwise accommodate the financing of, the
acquisition or exercise of a restricted stock award.

         (c) Forfeiture upon Termination of Employment. Unless the applicable
Plan agreement otherwise provides or the Committee otherwise determines, (i)
if a grantee's employment terminates for any reason (including death) before
all of his restricted stock awards have vested, such awards shall terminate
and expire upon such termination of employment, and (ii) in the event any
condition to the vesting of restricted stock awards is not satisfied within
the period of time permitted therefor, such unvested shares shall be returned
to the Company.

         (d) Issuance of Shares. The Committee may provide that one or more
certificates representing restricted stock awards shall be registered in the
grantee's name and bear an appropriate legend specifying that such shares are
not transferable and are subject to the terms and conditions of the Plan and
the applicable Plan agreement, or that such certificate or certificates shall
be held in escrow by the Company on behalf of the grantee until such shares
vest or are forfeited, all on such terms and conditions as the Committee may
determine. Unless the applicable Plan agreement otherwise provides, no share
of restricted stock may be assigned, transferred, otherwise encumbered or
disposed of by the grantee until such share has vested in accordance with the
terms of such award. Subject to the provisions of Section 4.2, as soon as
practicable after any restricted stock award shall vest, the Company shall
issue or reissue to the grantee (or to the grantee's designated beneficiary in
the event of the grantee's death) one or more certificates for the Common
Stock represented by such restricted stock award.

         (e) Grantees' Rights Regarding Restricted Stock. Unless the
applicable Plan agreement otherwise provides: (i) a grantee may vote and
receive dividends on restricted stock awarded under the Plan; and (ii) any
stock received as a distribution with respect to a restricted stock award
shall be subject to the same restrictions as such restricted stock.

         3.2. Unrestricted Shares. The Committee may issue stock under the
Plan, alone or in tandem with other awards, in such amounts and subject to
such terms and conditions as the Committee shall from time to time in its sole
discretion determine; provided, however, that the grant of any such
unrestricted stock awards may be made only in lieu of cash compensation and
bonuses.

ARTICLE 4.  MISCELLANEOUS

         4.1.     Amendment of the Plan; Modification of Awards.

         (a) Plan Amendments. The Board may, without stockholder approval, at
any time and from time to time suspend, discontinue or amend the Plan in any
respect whatsoever, except that (i) no such amendment shall impair any rights
under any award theretofore made under the Plan without the consent of the
grantee of such award and (ii) except as and to the extent otherwise permitted
by Section 4.5 or 4.11, no such amendment shall cause the Plan to fail to
satisfy any applicable requirement under Rule 16b-3 without stockholder
approval.

         (b) Award Modifications. Subject to the terms and conditions of the
Plan (including Section 4.1(a)), the Committee may amend outstanding Plan
agreements with such grantee, including, without limitation, any amendment
which would (i) accelerate the time or times at which an award may vest or
become exercisable and/or (ii) extend the scheduled termination or expiration
date of the award, provided, however, that no modification having a material
adverse effect upon the interest of a grantee in an award shall be made
without the consent of such grantee.

         4.2.     Restrictions.

         (a) Consent Requirements. If the Committee shall at any time
determine that any Consent (as hereinafter defined) is necessary or desirable
as a condition of, or in connection with, the granting of any award under the
Plan, the acquisition, issuance or purchase of shares or other rights
hereunder or the taking of any other action hereunder (each such action being
hereinafter referred to as a "Plan Action"), then such Plan Action shall not
be taken, in whole or in part, unless and until such Consent shall have been
effected or obtained to the full satisfaction of the Committee. Without
limiting the generality of the foregoing, the Committee shall be entitled to
determine not to make any payment whatsoever until Consent has been given if
(i) the Committee may make any payment under the Plan in cash, Common Stock or
both, and (ii) the Committee determines that Consent is necessary or desirable
as a condition of, or in connection with, payment in any one or more of such
forms.

         (b) Consent Defined. The term "Consent" as used herein with respect
to any Plan Action means (i) any and all listings, registrations or
qualifications in respect thereof upon any securities exchange or other
self-regulatory organization or under any federal, state or local law, rule or
regulation, (ii) the expiration, elimination or satisfaction of any
prohibitions, restrictions or limitations under any federal, state or local
law, rule or regulation or the rules of any securities exchange or other
self-regulatory organization, (iii) any and all written agreements and
representations by the grantee with respect to the disposition of shares, or
with respect to any other matter, which the Committee shall deem necessary or
desirable to comply with the terms of any such listing, registration or
qualification or to obtain an exemption from the requirement that any such
listing, qualification or registration be made, and (iv) any and all consents,
clearances and approvals in respect of a Plan Action by any governmental or
other regulatory bodies or any parties to any loan agreements or other
contractual obligations of the Company or any Affiliate.

         4.3. Nontransferability. Except as set forth in any Plan Agreement,
no award granted to any grantee under the Plan or under any Plan agreement
shall be assignable or transferable by the grantee other than by will or by
the laws of descent and distribution. During the lifetime of the grantee, all
rights with respect to any award granted to the grantee under the Plan or
under any Plan agreement shall be exercisable only by the grantee.

         4.4.     Withholding Taxes.

         (a) Whenever under the Plan shares of Common Stock are to be
delivered pursuant to an award, the Committee may require as a condition of
delivery that the grantee remit an amount sufficient to satisfy all federal,
state and other governmental withholding tax requirements related thereto.
Whenever cash is to be paid under the Plan, the Company may, as a condition of
its payment, deduct therefrom, or from any salary or other payments due to the
grantee, an amount sufficient to satisfy all federal, state and other
governmental withholding tax requirements related thereto or to the delivery
of any shares of Common Stock under the Plan.

         (b) Without limiting the generality of the foregoing, (i) a grantee
may elect to satisfy all or part of the foregoing withholding requirements by
delivery of unrestricted shares of Common Stock owned by the grantee for at
least six months (or such other period as the Committee may determine) having
a fair market value (determined as of the date of such delivery by the
grantee) equal to all or part of the amount to be so withheld, provided that
the Committee may require, as a condition of accepting any such delivery, the
grantee to furnish an opinion of counsel acceptable to the Committee to the
effect that such delivery would not result in the grantee incurring any
liability under Section 16(b) of the Act and (ii) the Committee may permit any
such delivery to be made by withholding shares of Common Stock from the shares
otherwise issuable pursuant to the award giving rise to the tax withholding
obligation (in which event the date of delivery shall be deemed the date such
award was exercised).

         4.5. Adjustments Upon Changes in Capitalization. If and to the extent
specified by the Committee, the number of shares of Common Stock which may be
issued pursuant to awards under the Plan, the maximum number of options which
may be granted to any one person in any year, the number of shares of Common
Stock subject to awards, the option exercise price of options theretofore
granted under the Plan, and the amount payable by a grantee in respect of an
award, shall be appropriately adjusted (as the Committee may determine) for
any change in the number of issued shares of Common Stock resulting from the
subdivision or combination of shares of Common Stock or other capital
adjustments, or the payment of a stock dividend after the effective date of
the Plan, or other change in such shares of Common Stock effected without
receipt of consideration by the Company; provided that any awards covering
fractional shares of Common Stock resulting from any such adjustment shall be
eliminated and provided further, that each ISO granted under the Plan shall
not be adjusted in a manner that causes such option to fail to continue to
qualify as an ISO within the meaning of Code Section 422. Adjustments under
this Section shall be made by the Committee, whose determination as to what
adjustments shall be made, and the extent thereof, shall be final, binding and
conclusive.

         4.6. Right of Discharge Reserved. Nothing in the Plan or in any Plan
agreement shall confer upon any person the right to continue in the employment
of the Company or an Affiliate or affect any right which the Company or an
Affiliate may have to terminate the employment of such person.

         4.7. No Rights as a Stockholder. No grantee or other person shall
have any of the rights of a stockholder of the Company with respect to shares
subject to an award until the issuance of a stock certificate to him for such
shares. Except as otherwise provided in Section 4.5, no adjustment shall be
made for dividends, distributions or other rights (whether ordinary or
extraordinary, and whether in cash, securities or other property) for which
the record date is prior to the date such stock certificate is issued. In the
case of a grantee of an award which has not yet vested, the grantee shall have
the rights of a stockholder of the Company if and only to the extent provided
in the applicable Plan agreement.

         4.8.     Nature of Payments.

         (a) Any and all awards or payments hereunder shall be granted,
issued, delivered or paid, as the case may be, in consideration of services
performed for the Company or for its Affiliates by the grantee.

         (b) No such awards and payments shall be considered special incentive
payments to the grantee or, unless otherwise determined by the Committee, be
taken into account in computing the grantee's salary or compensation for the
purposes of determining any benefits under (i) any pension, retirement, life
insurance or other benefit plan of the Company or any Affiliate or (ii) any
agreement between the Company or any Affiliate and the grantee.

         (c) By accepting an award under the Plan, the grantee shall thereby
waive any claim to continued exercisability or vesting of an award or to
damages or severance entitlement related to non-continuation of the award
beyond the period provided herein or in the applicable Plan agreement,
notwithstanding any contrary provision in any written employment contract with
the grantee, whether any such contract is executed before or after the grant
date of the award.

         4.9. Non-Uniform Determinations. The Committee's determinations under
the Plan need not be uniform and may be made by it selectively among persons
who receive, or are eligible to receive, awards under the Plan (whether or not
such persons are similarly situated). Without limiting the generality of the
foregoing, the Committee shall be entitled, among other things, to make
non-uniform and selective determinations, and to enter into non-uniform and
selective Plan agreements, as to (a) the persons to receive awards under the
Plan, (b) the terms and provisions of awards under the Plan, and (c) the
treatment of leaves of absence pursuant to Section 2.7(c).

         4.10. Other Payments or Awards. Nothing contained in the Plan shall
be deemed in any way to limit or restrict the Company, any Affiliate or the
Committee from making any award or payment to any person under any other plan,
arrangement or understanding, whether now existing or hereafter in effect.

         4.11.     Reorganization.

         (a) In the event that the Company is merged or consolidated with
another corporation and, whether or not the Company shall be the surviving
corporation, there shall be any change in the shares of Common Stock by reason
of such merger or consolidation, or in the event that all or substantially all
of the assets of the Company are acquired by another person, or in the event
of a reorganization or liquidation of the Company (each such event being
hereinafter referred to as a "Reorganization Event") or in the event that the
Board shall propose that the Company enter into a Reorganization Event, then
the Committee may in its discretion, by written notice to a grantee, provide
that his options will be terminated unless exercised within 30 days (or such
longer period as the Committee shall determine in its sole discretion) after
the date of such notice; provided that if, and to the extent that, the
Committee takes such action with respect to the grantee's options not yet
exercisable, the Committee shall also accelerate the dates upon which such
options shall be exercisable. The Committee also may in its discretion by
written notice to a grantee provide that all or some of the restrictions on
any of the grantee's awards may lapse in the event of a Reorganization Event
upon such terms and conditions as the Committee may determine.

         (b) Whenever deemed appropriate by the Committee, the actions
referred to in Section 4.11(a) may be made conditional upon the consummation
of the applicable Reorganization Event.

         4.12.     Section Headings.  The section headings contained herein are
for the purposes of convenience only and are not intended to define or limit
the contents of said sections.

         4.13.    Effective Date and Term of Plan.

         (a) The Plan has been adopted and shall be effective as of March 24,
1999.

         (b) The Plan shall terminate as of March 24, 2009, and no awards
shall thereafter be made under the Plan. Notwithstanding the foregoing, all
awards made under the Plan prior to such termination date shall remain in
effect until such awards have been satisfied or terminated in accordance with
the terms and provisions of the Plan and the applicable Plan agreement.

         4.14.    Governing Law.  The Plan shall be governed by the laws of the
State of New York applicable to agreements made and to be performed entirely
within such state.

ARTICLE 5.  STOCK OPTIONS GRANTED TO INDEPENDENT DIRECTORS

         5.1. Automatic Grant of Options. Each Independent Director appointed
or elected for the first time shall automatically be granted a NQSO to
purchase 1,000 shares of Common Stock on his date of appointment or election.
Each Independent Director who is serving as Director of the Company on the
fifth business day after each annual meeting of shareholders shall
automatically be granted on such day NQSOs to acquire 500 shares of Common
Stock; provided, however, that an Independent Director who is appointed or
elected for the first time shall not be eligible to receive NQSOs pursuant to
this sentence for the year of his initial appointment or election. The
exercise price per share for the Common Stock covered by a NQSO granted
pursuant to this Section 5.1 shall be equal to the FMV of the Common Stock on
the date the NQSO is granted.

         5.2.     Exercise; Termination; Non-Transferability

         (a) All NQSOs granted under this Article 5 shall be immediately
exercisable. No NQSO issued under this Article 5 shall be exercisable after
the expiration of ten years from the date upon which such NQSO is granted.

         (b) The rights of an Independent Director in a NQSO granted under
this Article 5 shall terminate twelve months after such Director ceases to be
a Director of the Company or the specified expiration date, if earlier;
provided, however, that such rights shall terminate immediately on the date on
which an Independent Director ceases to be a Director by reason of termination
of his directorship on account of any act of (i) fraud or intentional
misrepresentation or (ii) embezzlement, misappropriation or conversion of
assets or opportunities of the Company.

         (c) No NQSO granted under this Article 5 shall be transferable by the
grantee otherwise than by will or by the laws of descent and distribution, and
such grantee shall be exercisable during the grantee's lifetime only by the
grantee. Any NQSO granted to an Independent Director and outstanding on the
date of his death may be exercised by the legal representative or legatee of
the grantee for the period of twelve months from the date of death or until
the expiration of the stated term of the option, if earlier.

         (d) NQSOs granted under this Article 5 may be exercised only by
written notice to the Company specifying the number of shares to be purchased.
Payment of the full purchase price of the shares to be purchased may be made
by certified or official bank check payable to the Company. A grantee shall
have the rights of a stockholder only as to shares acquired upon the exercise
of a NQSO and not as to unexercised NQSOs.

         5.3. Adjustments Upon Changes in Capitalization. The number of shares
of Common Stock subject to awards and the option exercise price of NQSOs
theretofore granted under this Article 5, and the amount payable by a grantee
in respect of an award, shall be appropriately adjusted for any change in the
number of issued shares of Common Stock resulting from the subdivision or
combination of shares of Common Stock or other capital adjustments, or the
payment of a stock dividend after the effective date of the Plan, or other
change in such shares of Common Stock effected without receipt of
consideration by the Company; provided that any awards covering fractional
shares of Common Stock resulting from any such adjustment shall be eliminated.

         5.4 Limited to Independent Directors. The provisions of this Article
5 shall apply only to NQSOs granted or to be granted to Independent Directors,
shall be interpreted as if this Article 5 constituted a separate plan of the
Company and shall not be deemed to modify, limit or otherwise apply to any
other provision of this Plan or to any NQSO issued under this Plan to a
participant who is not an Independent Director of the Company. To the extent
inconsistent with the provisions of any other Section of this Plan, the
provisions of this Article 5 shall govern the rights and obligations of the
Company and Independent Directors respecting NQSOs granted or to be granted to
Independent Directors. The provisions of this Article 5 shall not be amended
more than once every six months other than to comport with changes in the
Code, ERISA or the rules thereunder.
EXHIBIT 5

                               Brown & Wood LLP
                            One World Trade Center
                         New York, New York 10048-0057
                            Telephone: 212-839-5300
                            Facsimile: 212-839-5599

                                             July 28, 1999

Reckson Service Industries, Inc.
225 Broadhollow Road
Melville, New York  11747

Dear Sirs:

         We have acted as counsel for Reckson Service Industries, Inc., a
Delaware corporation (the "Company"), in connection with the proposed filing
with the Securities and Exchange Commission under the Securities Act of 1933,
as amended, of a Registration Statement on Form S-8 (the "Registration
Statement") for the purpose of registering 1,750,000 shares of Common Stock,
par value $.01 per share (the "Common Stock") of Reckson Service Industries,
Inc. In such capacity, we have examined the First Amended and Restated
Certificate of Incorporation and Bylaws of the Company, the Reckson Service
Industries, Inc. 1999 Stock Option Plan (the "Plan"), and such other documents
of the Company as we have deemed necessary or appropriate for the purposes of
the opinion expressed herein.

         Based upon the foregoing, we advise you that, in our opinion when the
shares of Common Stock to be issued pursuant to the Plan have been issued and
paid for in accordance with the terms of the Plan and the Registration
Statement, such shares will be legally issued, fully paid and nonassessable.

         We consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name wherever appearing in the
Registration Statement and any amendment thereto.

                                             Very truly yours,

                                             /s/ Brown & Wood LLP
EXHIBIT 23(b)

                      Consent of Independent Accountants

We consent to the incorporation by reference in the Registration Statement
(Form S-8), pertaining to the Reckson Service Industries, Inc. 1999 Stock
Option Plan of Reckson Service Industries, Inc. (the "Company") for the
registration of 1,750,000 shares of common stock of our reports dated (i)
March 12, 1999, with respect to the consolidated financial statements of the
Company included in its Annual Report (Form 10-K) for the year ended December
31, 1998 and for the period July 15, 1997 to December 31, 1997 filed with the
Securities and Exchange Commission on March 31, 1999, (ii) March 12, 1999,
with respect to the consolidated financial statements of Interoffice
Superholdings Corporation and Subsidiaries for the period November 9, 1998 to
December 31, 1998 included in the Company's Form 10-K filed with the
Securities and Exchange Commission on March 31, 1999, (iii) March 5, 1999,
with respect to the consolidated financial statements of RSVP Holdings, LLC
for the period February 26, 1998 to December 31, 1998, included in the
Company's Form 10-K filed with the Securities and Exchange Commission on March
31, 1999, (iv) January 4, 1999, with respect to the combined financial
statements of Xebec Management Services, Inc. and affiliate for the years
ended December 31, 1997 and 1996, included in the Company's Form 8-K filed
with the Securities and Exchange Commission on January 19, 1999 (v) September
18, 1998, with respect to the consolidated financial statements of InterOffice
(Holdings) Corporation and Subsidiaries for the years ended December 31, 1997,
1996 and 1995 included in the Company's Form 8-K filed with the Securities and
Exchange Commission on January 19, 1999.

                                             /s/ Ernst & Young LLP

New York, New York
July 28, 1999
Exhibit 23(c)

                      Consent of Independent Accountants

We hereby consent to the incorporation by reference in this Registration
Statement of Reckson Service Industries, Inc. on Form S-8 of our report dated
February 26, 1999 relating to the consolidated financial statements of
ALLIANCE NATIONAL Incorporated and Subsidiaries, which appears in Reckson
Service Industries, Inc.'s Current Report on Form 8-K/A dated March 24, 1999.

/s/ PricewaterhouseCoopers LLP

New York, New York
July 28, 1999