EXHIBIT 23.2


                         CONSENT OF INDEPENDENT ACCOUNTANTS



    We hereby consent to the incorporation by reference in this Registration 
Statement on Form S-8 of our report dated February 18, 1997, appearing in 
Cali Realty Corporation's Annual Report on Form 10-K for the year ended 
December 31, 1996.  We also consent to the reference to us under the heading 
"Experts" in such Registration Statement.


/s/ Price Waterhouse LLP 
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PRICE WATERHOUSE LLP

New York, New York
August 1, 1997