FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
MACK EARL I
   2. Issuer Name and Ticker or Trading Symbol
MACK CALI REALTY CORP [CLI] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) __X__ Other (specify below)
Member of Advisory Board
(Last)
(First)
(Middle)
C/O MACK-CALI REALTY CORPORATION, 11 COMMERCE DRIVE		 3. Date of Earliest Transaction (Month/Day/Year)
01/15/2004
(Street)

CRANFORD, NJ 07016		 4. If Amendment, Date 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
(City)
(State)
(Zip)
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)
Code V Amount (A) or (D) Price
Common Stock (1)               1,500 (1) D  

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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Director Stock Option (Right to Buy) (1) $28.9             03/04/2004 03/04/2013 Common Stock 5,000   5,000 (1) D  
Director Stock Option (Right to Buy) (1) $26.31             05/14/2002 05/14/2011 Common Stock 5,000   5,000 (1) D  
Director Stock Option (Right to Buy) (1) $31.625             05/19/2000 05/19/2009 Common Stock 3,000   3,000 (1) D  
Director Stock Option (Right to Buy) (1) $26.25             09/07/2001 09/07/2010 Common Stock 5,000   5,000 (1) D  
Director Stock Option (Right to Buy) (1) $38.75             12/12/1998 12/12/2007 Common Stock 10,000   10,000 (1) D  
Units of Limited Partnership Interest (1) (2) $ 0 (2)             12/11/1998 08/08/1988(3) Common Stock 644,435   644,435 (1) D  
Units of Limited Partnership Interest (1) (2) $ 0 (2)             12/11/1998 08/08/1988(3) Common Stock 63,370   63,370 (1) I By Children
Series B Preferred Units of Limited Partnership (1) (4) $34.65 (5)             12/11/1999 08/08/1988(3) Common Stock 1,365,830 (5)   47,326 (1) (5) D  
Series B Preferred Units of Limited Partnership (1) (4) $34.65 (6)             12/11/1999 08/08/1988(3) Common Stock 116,220 (6)   4,027 (1) (6) I By Children

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
MACK EARL I
C/O MACK-CALI REALTY CORPORATION
11 COMMERCE DRIVE
CRANFORD, NJ 07016		       Member of Advisory Board

Signatures

 /s/ Earle I. Mack   01/20/2004
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) This report is being filed to note the reporting person's termination of insider status. 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 reporting person's resignation from the Board of Directors of Mack-Cali Realty Corporation (the "Corporation") effective January 15, 2004.
(2) 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.
(3) The right to convert units of the Operating Partnership is not subject to expiration.
(4) The Series B Preferred Units of Limited Partnership (the "Series B Preferred Units") represent interests in the Operating Partnership.
(5) The 47,326 Series B Preferred Units are convertible into 1,365,830 Common Units of the Operating Partnership. The 47,326 Series B Preferred Units represent $47,326,000 of stated value of such units. Therefore, the conversion price of the 1,365,830 Common Units is $34.65.
(6) The 4,027 Series B Preferred Units are convertible into 116,220 Common Units of the Operating Partnership. The 4,027 Series B Preferred Units represent $4,027,000 of stated value of such units. Therefore, the conversion price of the 116,220 Common Units is $34.65.

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