EXHIBIT 23.1



                       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 15, 1996, except
for Note 1, as to which the date is March 12, 1996, appearing on page 38 of Cali
Realty  Corporation's Annual Report on Form 10-K for the year ended December 31,
1995.



/s/ PRICE WATERHOUSE LLP
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PRICE WATERHOUSE LLP

New York, New York
January 13, 1997