ARTICLES OF AMENDMENT

                                     TO THE

                 AMENDED AND RESTATED ARTICLES OF INCORPORATION

                                       OF

                             CALI REALTY CORPORATION


                  CALI  REALTY   CORPORATION,   a  Maryland   corporation   (the
"Corporation"),  with its  principal  office in the State of Maryland c/o United
Corporate Services,  Inc., 20 South Charles Street,  Baltimore,  Maryland 21201,
hereby  certifies  to the  State  Department  of  Assessments  and  Taxation  of
Maryland, that:

                  FIRST:  The charter of the  Corporation  is hereby  amended by
deleting in its  entirety  existing  Article  IV,  Section I, of the Amended and
Restated Articles of Incorporation, and inserting in lieu thereof the following:

         "Authorized  Shares.  The total  number  of  shares of stock  which the
         Corporation  has  authority to issue is  100,000,000  shares,  of which
         95,000,000  shares are shares of Common Stock, $.01 par value per share
         ("Common  Stock") and 5,000,000  shares are shares of Preferred  Stock,
         $.01 par value per share ("Preferred  Stock").  The aggregate par value
         of all authorized shares of stock having par value is $1,000,000."

                  SECOND:  The Board of Directors of the Corporation on March 5,
1996,  duly adopted a resolution in which was set forth the foregoing  amendment
to the  charter,  declaring  that said  amendment to the charter as proposed was
advisable  and  directing  that  it be  submitted  for  action  thereon  by  the
stockholders  of the  Corporation  at the  annual  meeting to be held on May 13,
1996.

                  THIRD:  Notice setting forth the said amendment of the charter
and stating that a purpose of the meeting of the  stockhold ers would be to take
action thereon,  was given, as required by law, to all stockholders  entitled to
vote thereon. The amendment of the charter of the Corporation as hereinabove set
forth was approved by the stockholders of the Corporation at said meeting by the
affirmative  vote of at least  two-thirds  of all the votes  entitled to be cast
thereon.

                  FOURTH:  The  amendment of the charter of the  Corporation  as
hereinabove  set forth  has been duly  adopted  by the  Board of  Directors  and
approved by the stockholders of the Corporation.

                  FIFTH:  (a) The total number of shares of all classes of stock
which the Corporation was heretofore  authorized to issue is 30,000,000  shares,
consisting of 25,000,000  shares of Common Stock,  $.01 par value per share, and
5,000,000 shares of Preferred Stock, $.01 par value per share, with an aggregate
par value of $300,000.

                        (b) The total  number of shares of all  classes of stock
is increased by this amendment to 100,000,000  shares,  consisting of 95,000,000
shares  of Common  Stock,  $.01 par value per  share,  and  5,000,000  shares of
Preferred  Stock,  $.01 par  value per  share,  with an  aggregate  par value of
$1,000,000.
                  SIXTH:  The  information  required by subsection  (b)(2)(i) of
Section  2-607 of the Maryland  General  Corporation  Law was not changed by the
amendment to the charter of the Corporation as hereinabove set forth.

                  IN WITNESS WHEREOF, Cali Realty Corporation,  has caused these
presents  to be  signed  in its  name and on its  behalf  by its  President  and
witnessed by its Secretary on May 13, 1996.

                                                CALI REALTY CORPORATION

                                            By: /s/ Thomas A. Rizk
                                                ------------------
                                                Thomas A. Rizk, President, Chief
                                                Executive Officer and Director


Witness:



/s/ Brant Cali
- --------------
Brant Cali, Chief Operating
Officer and Secretary


         THE UNDERSIGNED,  President of Cali Realty Corporation, who executed on
behalf of said  corporation the foregoing  Articles of Amendment,  of which this
certificate is made a part,  hereby  acknowledges,  in the name and on behalf of
said corporation, the foregoing Articles of Amendment to be the corporate act of
said  corporation  and further  certifies  that,  to the best of his  knowledge,
information and belief,  the matters and facts set forth therein with respect to
the approval thereof are true in all material  respects,  under the penalties of
perjury.


                                                /s/ Thomas A. Rizk
                                                ------------------
                                                Thomas A. Rizk, President, Chief
                                                Executive Officer and Director