EXHIBIT 3.1


                         RECKSON ASSOCIATES REALTY CORP.

                              ARTICLES OF AMENDMENT

THIS IS TO CERTIFY THAT:

     FIRST:  The  charter  of  Reckson   Associates  Realty  Corp.,  a  Maryland
corporation  (the  "Corporation"),  is hereby  amended  by  deleting  Article V,
Section 1 in its  entirety  and by adding a new Article V,  Section 1 to read as
follows:

          "Section 1. NUMBER AND ELECTION OF DIRECTORS. The business and affairs
     of the  Corporation  shall be managed  under the  direction of the Board of
     Directors  of the  Corporation  (the "Board of  Directors").  The number of
     directors of the Corporation shall be eleven, which number may be increased
     or decreased pursuant to the Bylaws of the Corporation,  but shall never be
     less than the minimum number required by the Maryland  General  Corporation
     Law nor more than 15. The directors shall be elected by the stockholders at
     every annual  meeting  thereof in the manner  provided in the Bylaws or, in
     order to fill a vacancy on the Board of Directors,  in the manner  provided
     in the Bylaws.  Subject to the  provisions of this Section 1, the directors
     may  increase the number of  directors  and may fill any  vacancy,  whether
     resulting from an increase in the number of directors or otherwise,  on the
     Board of Directors.  All directors shall hold office for a term expiring at
     the next succeeding  annual meeting of stockholders,  with the directors to
     hold office until their successors are duly elected and qualified. Election
     of  directors  shall  require  the  vote  and  be in  accordance  with  the
     procedures set forth in the Bylaws."

     SECOND:  The  foregoing  amendments  have  been  advised  by the  Board  of
Directors of the Corporation and approved by the stockholders of the Corporation
as required by law and the Articles of Amendment and Restatement.

     THIRD: The undersigned Chief Executive  Officer and President  acknowledges
these Articles of Amendment to be the corporate act of the  Corporation  and, as
to all  matters or facts  required to be verified  under oath,  the  undersigned
Chief  Executive  Officer  and  President  acknowledges  that to the best of his
knowledge,  information  and  belief,  these  matters  and facts are true in all
material  respects  and that  this  statement  is made  under the  penalties  of
perjury.






            IN WITNESS WHEREOF,  the Corporation has caused these Articles to be
signed  in its  name  and on its  behalf  by its  Chief  Executive  Officer  and
President and attested to by its Secretary on this 2nd day of June, 2004.

ATTEST:                                      RECKSON ASSOCIATES REALTY CORP.





/s/ Jason Barnett                            By:   /s/ Scott Rechler      (SEAL)
------------------------------------             -------------------------------
Jason Barnett                                      Scott Rechler
Secretary                                          Chief Executive Officer and
                                                   President








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