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 *
GRUSS MARTIN D
   2. Issuer Name and Ticker or Trading Symbol
MACK CALI REALTY CORP [CLI] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
C/O MACK-CALI REALTY CORPORATION, 11 COMMERCE DRIVE		 3. Date of Earliest Transaction (Month/Day/Year)
04/05/2004
(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 04/05/2004   M(1)   10,000 A $ 38.75 11,000 D  
Common Stock 04/05/2004   S(1)   10,000 D $ 42.0531 1,000 D  
Common Stock               5,500 (2) I By Trust F/B/O Martin Gruss

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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) $ 38.75 04/05/2004   M(1)     10,000 12/12/1998(3) 12/12/2007 Common Stock 10,000 $ 38.75 0 D  
Phantom Stock Units $ 0 (4) 04/05/2004   A   208.44 (5)   08/08/1988(6) 08/08/1988(6) Common Stock 208.44 $ 42 4,035.003 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
GRUSS MARTIN D
C/O MACK-CALI REALTY CORPORATION
11 COMMERCE DRIVE
CRANFORD, NJ 07016		   X      

Signatures

 /s/ Martin D. Gruss   04/07/2004
**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) The reporting person obtained and sold shares of Mack-Cali Realty Corporation common stock (the "Common Stock") as the result of the cashless exercise of Director Stock Options.
(2) The amount of securities beneficially owned following the reported transaction includes 1,000 shares that are directly owned by the reporting person and 5,500 shares that are indirectly owned by trust, which includes 500 shares previously reported as directly owned that have been contributed to the trust. The reporting person did not execute any transaction involving shares that are indirectly owned, and the reporting person's indirect ownership of 5,500 shares by trust is disclosed for information purposes only.
(3) On December 12, 1997, the reporting person was granted an option to purchase 10,000 shares of Common Stock. The option vested on December 12, 1998.
(4) The phantom stock units convert to Common Stock on a one-for-one basis.
(5) The number of phantom stock units awarded is comprised of a quarterly director's fee earned and quarterly dividend credited on cumulative phantom stock units under the Mack-Cali Realty Corporation Deferred Compensation Plan for Directors.
(6) The phantom stock units were accrued under the Mack-Cali Realty Corporation Deferred Compensation Plan for Directors and are to be settled 100% in Common Stock upon the termination of the reporting person's service on the Board of Directors of Mack-Cali Realty Corporation or upon a change in control of Mack-Cali Realty Corporation.

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