SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* RECHLER SCOTT H (Last) (First) (Middle) C/O RECKSON ASSOCIATES REALTY CORP. 225 BROADHOLLOW ROAD (Street) MELVILLE NY 11747 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol RECKSON ASSOCIATES REALTY CORP [ RA ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner X Officer (give title below) Other (specify below) CEO and President
	3. Date of Earliest Transaction (Month/Day/Year) 12/27/2004
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	12/27/2004		D(1)		104,167	D	(2)	375,048(3)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
LTIP Units(4)	(5)(6)	12/27/2004		A		104,167		01/01/2006(4)(5)(6)	(7)	Common Stock(5)(6)	104,167	(2)	104,167	D

Explanation of Responses:

1. In March 2003, Reckson Associates Realty Corp. (the "Company") granted to the registrant shares of restricted stock pursuant to the Company's 2003 Long-Term Incentive Plan ("2003 LTIP"), which shares were subject to time and performance-based vesting. Pursuant to an amendment to the 2003 LTIP, the registrant is substituting the unvested portion of these shares for an equal number of a new class of limited partnership interests of Reckson Operating Partnership, L.P. (the "Operating Partnership"). (See footnote 3.)

2. N/A.

3. Mr. Rechler indirectly holds 3,007 shares of common stock in trust for his children, beneficial ownership of which is disclaimed by Mr. Rechler.

4. These profits interest units of limited partnership interests of the Operating Partnership were granted on December 27, 2004 in substitution of an equal number of shares of restricted stock that were granted originally pursuant to the Company's 2003 LTIP and that were relinquished in exchange for the LTIP Units. The LTIP Units are subject to time and performance-based vesting identical to those that were applicable to the shares of restricted stock. (See footnote 1.)

5. Subject to achieving minimum allocations to the capital accounts of the LTIP Units for federal income tax purposes, (i) the registrant may request that the Operating Partnership redeem vested LTIP Units for cash equal to the then fair market value of a share of the Company's common stock beginning upon the later of January 1, 2006 or six months after the LTIP Units being redeemed have become vested, or (ii) if the Company's Compensation Committee elects to make this alternative available, the registrant may convert vested LTIP Units into an equal number of common units of limited partnership interests of the Operating Partnership beginning on January 1, 2006 on a one-for-one basis. (Continued in footnote 6.)

6. The registrant may then request that the Operating Partnership redeem the common units into which the vested LTIP Units have been converted for cash in an amount equal to the then fair market value of a share of the Company's common stock or, at the election of the Company, for shares of common stock on a one-for-one basis.

7. The LTIP Units do not have an expiration date. December 31, 2095 is the current termination date of the Operating Partnership.

	/s/ Scott Rechler	12/29/2004
	** Signature of Reporting Person	Date
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