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 *
THOMAS ROGER W
   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
__X__ Officer (give title below) _____ Other (specify below)
EVP, Gen Counsel and Secretary
(Last)
(First)
(Middle)
C/O MACK-CALI REALTY CORPORATION, 343 THORNALL STREET		 3. Date of Earliest Transaction (Month/Day/Year)
03/31/2014
(Street)

EDISON, NJ 08837		 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 03/31/2014   A(1)   33,605 (1) A $ 0 (1) 181,229 D  
Common Stock 03/31/2014   F(6)   15,026 D $ 0 (6) 166,203 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
Phantom Stock Units $ 0 (2) 03/31/2014   A(3)   68.767   03/31/2014 08/08/1988(4) Common Stock 68.767 $ 0 (2) 8,304.612 D  
Phantom Stock Units $ 21.3 (5) 03/31/2014(5)   J(5)     8,304.612 03/31/2014 03/31/2014 Common Stock 8,304.612 $ 21.3 (5) 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
THOMAS ROGER W
C/O MACK-CALI REALTY CORPORATION
343 THORNALL STREET
EDISON, NJ 08837		       EVP, Gen Counsel and Secretary  

Signatures

 /s/ Roger W. Thomas   04/01/2014
**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) On March 31, 2014, the reporting person was awarded 33,605 shares of common stock pursuant to a Settlement and General Release entered into between Mack-Cali Realty Corporation and the reporting person on March 1, 2014 (the "Separation Agreement"). The shares are expected to be issued to a Rabbi Trust for the benefit of the reporting person in accordance with the terms of the Separation Agreement.
(2) The phantom stock units shall be settled solely in cash based on the fair market value of an equal number of shares of common stock of the Company on the earliest to occur of any of the following triggering events (each, a "Triggering Event"): (a) the reporting person's death or "disability"; (b) the date of the reporting person's separation from service to the Company; and (c) the effective date of a "change in control", in each case as such terms are defined in the reporting person's employment agreement.
(3) The phantom stock units were issued pursuant to a Multi-Year Deferred Retirement Compensation Agreement as a dividend equivalent payment for the quarterly dividend paid in January 2014 in respect of the phantom stock units previously issued on January 2, 2014 that are vesting on March 31, 2014 pursuant to the Separation Agreement.
(4) The phantom stock units are not subject to expiration and shall become payable within 30 days after the earliest to occur of any Triggering Event.
(5) In connection with the reporting person's resignation as an officer and employee of the Company effective March 31, 2014, all of the issued and outstanding phantom stock units automatically converted into the right to receive a cash payment of $21.30 per phantom stock unit in accordance with the terms and conditions of the Separation Agreement.
(6) On March 31, 2014, the report person forfeited 15,026 shares of common stock to satisfy the tax withholding obligations in connection with 41,000 shares of restricted common stock that vested on such date.

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