EXHIBIT 4.3


	
  NUMBER

  	
  COMMON STOCK

  	
  SHARES

  
	
   

  	
  $.01 PAR VALUE

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CUSIP 554489 10 4

  SEE REVERSE FOR CERTAIN DEFINITIONS

  

  THIS CERTIFICATE IS TRANSFERABLE IN NEW YORK,

  NY, JERSEY CITY, NJ AND CANTON, MA

  	
  SEE REVERSE FOR IMPORTANT NOTICE OF RESTRICTIONS ON OWNERSHIP
  AND TRANSFER OF STOCK AND OTHER INFORMATION.

  



 


[Graphic:
Logo]


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:

  	
  [CORPORATE SEAL]

  	
  [Graphic: Four people in front of
  landscape/cityscape]

  



 


	
  /s/ Mitchell E. Hersh

  	
   

  	
  Countersigned and Registered

  	
   

  
	
  President

  	
  Equiserve Trust Company, N.A.

  	
   

  
	
   

  	
  Transfer Agent and Registrar

  	
   

  
	
  /s/ Roger W. Thomas

  	
   

  	
   

  	
   

  
	
  Secretary

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Authorized Officer

  	
   

  



 











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 and other 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)

  
	
  TEN ENT -

  	
   

  	
  as tenants by the entireties

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  under Uniform Gifts

  	
   

  
	
  JT TEN -

  	
   

  	
  as joint tenants with right

  	
   

  	
   

  	
  to Minors Act

  	
   

  
	
   

  	
   

  	
  of survivorship and not as

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  tenants in common

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  (State)

  	
   

  
											



 


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.


This certificate
also evidences and entitles the holder hereof to certain Rights as set forth in
an Amended and Restated Shareholder Rights Agreement between the Corporation
and EquiServe Trust Company, N.A. (n/k/a Computershare Trust Company, N.A.),
dated as of March 7, 2000, as amended (the “Rights Agreement”), the terms of which
are hereby incorporated herein by reference and a copy of which is on file at
the principal executive offices of the Corporation. Under certain circumstances
set forth in the Rights Agreement, such Rights will be evidenced by separate
certificates and will no longer be evidenced by this certificate. The
Corporation will mail to the holder of this certificate a copy of the Rights
Agreement as in effect on the date of mailing without charge, after receipt of
a written request therefor. Under certain circumstances set forth in the Rights
Agreement, Rights issued to any Person who becomes an Acquiring Person (as
defined in the Rights Agreement) may become null and void.











The shares of common
stock represented by this certificate are subject to restrictions on transfer
for the purpose of the Corporation’s maintenance of its status as a Real Estate
Investment Trust under the International Revenue Code of 1986, as amended.  No Person may Beneficially Own shares of
capital stock in excess of 9.8% of the outstanding capital stock of the
Corporation.  Any Person who attempts to
Beneficially Own shares of capital stock in excess of the above limitation must
immediately notify the Corporation; any shares of capital stock so held may be
subject to mandatory redemption or sale in certain events, and acquisitions of
shares of capital stock in excess of such limitation shall be void ab
initio.  A Person who attempts to
Beneficially Own shares of the Corporation’s capital stock in violation of the
ownership limitations set forth in Section 2 of Article VI of the Articles of
Restatement of the Corporation shall have no claim, cause of action, or any
other recourse whatsoever against a transferor of such shares.  All capitalized terms in this legend have the
meanings defined in the Corporation’s Restated Articles of Incorporation, a
copy of which, including restrictions of transfer, will be sent without charge
to each stockholder who so requests.