EXHIBIT 4.1



COMMON STOCK                                                      COMMON STOCK
$.01 PAR VALUE                                                    $.01 PAR VALUE

             [GRAPHIC: FOUR PEOPLE IN FRONT OF LANDSCAPE/CITYSCAPE]

NUMBER                                                                 SHARES
- ------                                                                 ------

                                                               CUSIP 554489 10 4
                                                SEE REVERSE SIDE FOR DEFINITIONS

                          MACK-CALI REALTY CORPORATION
              INCORPORATED UNDER THE LAWS OF THE STATE OF MARYLAND

This Certifies that



Is the owner of

           FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK OF

Mack-Cali Realty Corporation (hereinafter called the "Corporation"),
transferable on the books of the Corporation by the registered holder hereof in
person or by duly authorized attorney upon surrender of this Certificate
properly endorsed. This Certificate is not valid until countersigned and
registered by the Transfer Agent and Registrar.

         In Witness Whereof, the Corporation has caused the facsimile signatures
of its duly authorized officers to be affixed hereto.

Dated:

      /s/ Secretary             [CORPORATE SEAL]           /s/ President


                                                Countersigned and Registered
                                        CHASEMELLON SHAREHOLDER SERVICES, L.L.C.

                                                                  Transfer Agent
                                                By                and Registrar

                                                           Authorized Signature
 
                          MACK-CALI REALTY CORPORATION

         The Corporation will furnish to any stockholder on request and without
charge a full statement of the designations and any preferences, conversion
rights, voting powers, restrictions, limitations as to dividends,
qualifications, and terms and conditions of redemption of the stock of each
class which the Corporation is authorized to issue, of the differences in the
relative rights and preferences between the shares of each series of a preferred
or special class in series which the Corporation is authorized to issue, to the
extent they have been set, and of the authority of the Board of Directors to set
the relative rights and preferences of subsequent series of a preferred or
special class of stock. Such request may be made to the secretary of the
Corporation or to its transfer agent.

The following abbreviations, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM - as tenants in common         UNIF GIFT MIN ACT - 
                                                          --------------------
                                                           (Cust)      (Minor)
                                             under Uniform Gifts to Minors Act

TEN ENT - as tenants by the entireties
                                                          --------------------
                                                                (State)
JT TEN - as joint tenants with right
           of survivorship and not as
           tenants in common

    Additional abbreviations may also be used though not on the above list.

 For value received, ____________________________ hereby sell, assign and 
 transfer unto

PLEASE INSERT SOCIAL SECURITY NUMBER OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE
- ---------------------------------------------

- ---------------------------------------------  -------------------------------

- -----------------------------------------------------------------------------
   (Please print or typewrite name and address including postal zip code of 
   assignee)

- -----------------------------------------------------------------------------

                                                                          Shares
- --------------------------------------------------------------------------
represented by the within Certificate, and do hereby irrevocably constitute 
and appoint

                                                                        Attorney
- ------------------------------------------------------------------------
to transfer the said stock on the books of the within-named Corporation with
full power of substitution in the premises.

Dated:                
      ------------------
                                      Signature(s) 
                                                  -----------------------------
Signature Guaranteed By:

- ------------------------

NOTICE: The signature(s) to this assignment must correspond with the name as
written upon the face of the Certificate, in every particular, without
alteration or enlargement or any change whatever.