SEC FORM 4

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^*

MACK DAVID S

(Last)

(First)

(Middle)

C/O MACK-CALI REALTY CORPORATION

11 COMMERCE DRIVE

(Street)

CRANFORD

07016

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
MACK CALI REALTY CORP [ CLI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/15/2004

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	01/15/2004		A⁽¹⁾		1,000⁽¹⁾	A	$0⁽¹⁾	1,000	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Director Stock Option (Right to Buy)	$40.55	01/15/2004		A		5,000		01/15/2005⁽²⁾	01/15/2014	Common Stock	5,000	$40.55	5,000	D
Units of Limited Partnership Interest⁽³⁾	$0⁽³⁾							12/11/1998	08/08/1988⁽⁴⁾	Common Stock	727,438		727,438⁽⁷⁾	D
Series B Preferred Units of Limited Partnership⁽⁵⁾	$34.65⁽⁶⁾							12/11/1999	08/08/1988⁽⁴⁾	Common Stock	1,539,509		53,344⁽⁷⁾	D

Explanation of Responses:

1. On January 15, 2004, the reporting person was granted 1,000 restricted shares of Common Stock pursuant to the Amended and Restated 2000 Director Stock Option Plan of Mack-Cali Realty Corporation (the "Corporation"). The shares shall vest on January 1, 2005.

2. On January 15, 2004, the reporting person was granted an option to purchase 5,000 shares of Common Stock. The option vests on January 15, 2005.

3. The Units of Limited Partnership Interest (the "Common Units") represent interests in Mack-Cali Realty, L.P., a Delaware limited partnership, (the "Operating Partnership") through which the Corporation conducts its real estate activities. The Common Units are redeemable on a one-for-one basis for shares of Common Stock of the Corporation.

4. The right to convert units of the Operating Partnership is not subject to expiration.

5. The Series B Preferred Units of Limited Partnership Interest (the "Series B Preferred Units") represent interests in the Operating Partnership.

6. The 53,344 Series B Preferred Units are convertible into 1,539,509 Common Units of the Operating Partnership. The 53,344 Series B Preferred Units represent $53,344,000 of stated value of such units. Therefore, the conversion price of the 1,539,509 Common Units is $34.65.

7. The reporting person did not execute any transactions in such securities, and this beneficial ownership information is being provided for information purposes only in connection with the appointment of the reporting person to the Board of Directors of the Corporation on January 15, 2004.

	/s/ David S. Mack	01/20/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.