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UNITED STATESSECURITIES AND EXCHANGE
COMMISSION WASHINGTON, D.C. 20549

# FORM 10-Q

(Mark One)[X]              QUARTERLY REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June
30, 2004

# OR

[  ]              TRANSITION REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period
from...................................to................................................Commission file number:  
333-57103

Mack-Cali Realty, L.P.(Exact name of registrant as specified in its charter)

|Delaware(State or other jurisdiction of incorporation or organization) |  | 22-3315804(I.R.S. Employer Identification Number)
|---------------------------------------------------------------------- |  | -------------------------------------------------

|11 Commerce Drive,
Cranford, New Jersey(Address of principal
executive office) |  | 07016-3501(Zip Code)
|------------------------------------------------------------------------------ |  | --------------------



(908) 272-8000 (Registrants
telephone number, including area code)

Not Applicable(Former
name, former address and former fiscal year, if changed since last report)

Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding twelve
12 months (or for such shorter period that the Registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past
ninety (90) days. YES X    NO

Indicate
by check mark whether the  registrant is an  accelerated  filer (as defined in Rule 12b-2
of the Exchange  Act).  YES X    NO

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# MACK-CALI REALTY, L.P.

# FORM 10-Q

# INDEX

|           |                                                                   |      
|---------- | ----------------------------------------------------------------- | -----
|Part I     | Financial Information                                             | Page 
|           |                                                                  
|Item 1.    | Financial Statements:                                            
|           |                                                                  
|           | Consolidated Balance Sheets as of June 30, 2004                  
|           | and December 31, 2003                                             | 4    
|           |                                                                  
|           | Consolidated Statements of Operations for the three and six month
|           | periods ended June 30, 2004 and 2003                              | 5    
|           |                                                                  
|           | Consolidated Statement of Changes in Partners' Capital           
|           | for the six months ended June 30, 2004                            | 6    
|           |                                                                  
|           | Consolidated Statement of Cash Flows for the six months          
|           | ended June 30, 2004 and 2003                                      | 7    
|           |                                                                  
|           | Notes to Consolidated Financial Statements                        | 8-37 
|           |                                                                  
|Item 2.    | Management's Discussion and Analysis of Financial Condition      
|           | and Results of Operations                                         | 38-55
|           |                                                                  
|Item 3.    | Quantitative and Qualitative Disclosures about Market Risk        | 56   
|           |                                                                  
|Item 4.    | Controls and Procedures                                           | 56   
|           |                                                                  
|Part II    | Other Information                                                
|           |                                                                  
|Item 1.    | Legal Proceedings                                                 | 57   
|           |                                                                  
|Item 2.    | Changes in Securities, Use of Proceeds and                       
|           | Issuer Purchases of Equity Securities                             | 58   
|           |                                                                  
|Item 3.    | Defaults Upon Senior Securities                                   | 58   
|           |                                                                  
|Item 4.    | Submission of Matters to a Vote of Security Holders               | 58   
|           |                                                                  
|Item 5.    | Other Information                                                 | 58   
|           |                                                                  
|Item 6.    | Exhibits and Reports on Form 8-K                                  | 59   
|           |                                                                  
|Signatures |                                                                   | 60   

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2

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MACK-CALI REALTY, L.P.

Part I  Financial
Information

Item 1.        Financial
Statements

| | The
accompanying unaudited consolidated balance sheets, statements of operations, of changes
in partners capital, and of cash flows and related notes thereto, have been
prepared in accordance with generally accepted accounting principles (GAAP)
for interim financial information and in conjunction with the rules and regulations of
the Securities and Exchange Commission (SEC). Accordingly, they do not
include all of the disclosures required by GAAP for complete financial statements. The
financial statements reflect all adjustments consisting only of normal, recurring
adjustments, which are, in the opinion of management, necessary for a fair presentation
for the interim periods.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | The
aforementioned financial statements should be read in conjunction with the notes to the
aforementioned financial statements and Managements Discussion and Analysis of
Financial Condition and Results of Operations and the financial statements and notes
thereto included in Mack-Cali Realty, L.P.s Annual Report on Form 10-K for
the fiscal year ended December 31, 2003.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | The
results of operations for the three and six month periods ended June 30, 2004 are not
necessarily indicative of the results to be expected for the entire fiscal year or any
other period.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

3

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MACK-CALI REALTY, L.P. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (in
thousands, except per unit amounts)

|ASSETS                                                             | June 30,
2004
(unaudited) | December 31,
2003
|------------------------------------------------------------------ | ------------------------- | -----------------
|
|Rental property                                                    |                           |                  
|Land and leasehold interests                                       |                           |                  
|Buildings and improvements                                         |                           |                  
|Tenant improvements                                                |                           |                  
|Furniture, fixtures and equipment                                  |                           |                  
|                                                                  
|                                                                   |                           |                  
|Less - accumulated depreciation and amortization                   |                           |                  
|                                                                  
|                                                                   |                           |                  
|Rental property held for sale, net                                 |                           |                  
|                                                                  
|Net investment in rental property                                  |                           |                  
|Cash and cash equivalents                                          |                           |                  
|Investments in unconsolidated joint ventures                       |                           |                  
|Unbilled rents receivable, net                                     |                           |                  
|Deferred charges and other assets, net                             |                           |                  
|Restricted cash                                                    |                           |                  
|Accounts receivable, net of allowance for doubtful accounts        |                           |                  
|of $1,820 and $1,392                                               |                           |                  
|                                                                  
|Total assets                                                       |                           |                  
|                                                                  
|LIABILITIES AND PARTNERS' CAPITAL                                  |                           |                  
|                                                                  
|Senior unsecured notes                                             |                           |                  
|Revolving credit facilities                                        |                           |                  
|Mortgages, loans payable and other obligations                     |                           |                  
|Distributions payable                                              |                           |                  
|Accounts payable, accrued expenses and other liabilities           |                           |                  
|Rents received in advance and security deposits                    |                           |                  
|Accrued interest payable                                           |                           |                  
|                                                                  
|Total liabilities                                                  |                           |                  
|                                                                  
|Commitments and contingencies                                      |                           |                  
|Partners' capital:                                                 |                           |                  
|General Partner, 10,000 and 10,000 preferred units outstanding     |                           |                  
|Limited partners, 215,018 and 215,018 preferred units outstanding  |                           |                  
|General Partner 60,606,453 and 59,420,484 common units outstanding |                           |                  
|Limited partners, 7,788,748 and 7,795,498 common units outstanding |                           |                  
|                                                                  
|Total partners' capital                                            |                           |                  
|                                                                  
|Total liabilities and partners' capital                            |                           |                  
|                                                                  

The accompanying notes are an
integral part of these consolidated financial statements.

4

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MACK-CALI REALTY, L.P. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per unit amounts) (unaudited)

|                                                    | Three Months Ended
June 30, | Six Months Ended
June 30, |   |        
|--------------------------------------------------- | --------------------------- | ------------------------- | - | -------
|
|Base rents                                          |                             |                           | $ | 128,197
|Escalations and recoveries from tenants             |                             |                           |   | 16,036 
|Parking and other                                   |                             |                           |   | 2,492  
|                                                   
|Total revenues                                      |                             |                           |   | 146,725
|                                                   
|EXPENSES                                            |                             |                          
|                                                   
|Real estate taxes                                   |                             |                           |   | 16,839 
|Utilities                                           |                             |                           |   | 9,775  
|Operating services                                  |                             |                           |   | 19,504 
|General and administrative                          |                             |                           |   | 8,689  
|Depreciation and amortization                       |                             |                           |   | 32,651 
|Interest expense                                    |                             |                           |   | 26,671 
|Interest income                                     |                             |                           |   | (220   
|Loss on early retirement of debt, net               |                             |                           |   | --     
|                                                   
|Total expenses                                      |                             |                           |   | 113,909
|                                                   
|Income from continuing operations before equity     |                             |                          
|in earnings of unconsolidated joint ventures        |                             |                           |   | 32,816 
|Equity in earnings of unconsolidated joint ventures |                             |                           |   | 1,090  
|Gain on sale of investment in unconsolidated        |                             |                          
|joint ventures                                      |                             |                           |   | --     
|                                                   
|Income from continuing operations                   |                             |                           |   | 33,906 
|Discontinued operations:                            |                             |                          
|Income from discontinued operations                 |                             |                           |   | 143    
|Realized gains (unrealized losses)                  |                             |                          
|on disposition of rental property, net              |                             |                           |   | (11,856
|                                                   
|Total discontinued operations, net                  |                             |                           |   | (11,713
|                                                   
|Net income                                          |                             |                           |   | 22,193 
|Preferred unit distributions                        |                             |                           |   | (4,409 
|                                                   
|Net income available to common unitholders          |                             |                           | $ | 17,784 
|                                                   
|Basic earnings per common unit:                     |                             |                          
|Income from continuing operations                   |                             |                           | $ | 0.43   
|Discontinued operations                             |                             |                           |   | (0.17  
|                                                   
|Net income available to common unitholders          |                             |                           | $ | 0.26   
|                                                   
|Diluted earnings per common unit:                   |                             |                          
|Income from continuing operations                   |                             |                           | $ | 0.43   
|Discontinued operations                             |                             |                           |   | (0.17  
|                                                   
|Net income available to common unitholders          |                             |                           | $ | 0.26   
|                                                   
|Dividends declared per common unit                  |                             |                           | $ | 0.63   
|                                                   
|Basic weighted average units outstanding            |                             |                           |   | 68,177 
|                                                   
|Diluted weighted average units outstanding          |                             |                           |   | 68,645 
|                                                   

The accompanying notes are an
integral part of these consolidated financial statements.

5

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MACK-CALI REALTY, L.P. AND
SUBSIDIARIES CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS CAPITAL For the Six
Months Ended June 30, 2004 (in thousands) (unaudited)

|                           | General
Partner
Preferred
Units | Limited
Partners
Preferred
Units | General
Partner
Common
Units | Limited
Partners
Common
Units | General
Partner
Preferred
Unitholders | Limited
Partners
Preferred
Unitholders | General
Partner
Common
Unitholders | Limited
Partners
Common
Unitholders | Total
|-------------------------- | ------------------------------- | -------------------------------- | ---------------------------- | ----------------------------- | ------------------------------------- | -------------------------------------- | ---------------------------------- | ----------------------------------- | -----
|Balance at January 1, 2004 |                                 |                                  |                              | 10                            |                                       |                                        | 215                                |                                     |      
|Net income                 |                                 |                                  |                              | --                            |                                       |                                        | --                                 |                                     |      
|Distributions              |                                 |                                  |                              | --                            |                                       |                                        | --                                 |                                     |      
|Redemption of limited      |                                 |                                 
|partner common units for   |                                 |                                 
|shares of common stock     |                                 |                                  |                              | --                            |                                       |                                        | --                                 |                                     |      
|Units issued under         |                                 |                                 
|Dividend Reinvestment and  |                                 |                                 
|Stock Repurchase Plan      |                                 |                                  |                              | --                            |                                       |                                        | --                                 |                                     |      
|Contributions - proceeds   |                                 |                                 
|from stock                 |                                 |                                 
|options exercised          |                                 |                                  |                              | --                            |                                       |                                        | --                                 |                                     |      
|Contributions - proceeds   |                                 |                                 
|from Stock Warrants        |                                 |                                 
|exercised                  |                                 |                                  |                              | --                            |                                       |                                        | --                                 |                                     |      
|Stock options expense      |                                 |                                  |                              | --                            |                                       |                                        | --                                 |                                     |      
|Deferred compensation      |                                 |                                 
|plan for directors         |                                 |                                  |                              | --                            |                                       |                                        | --                                 |                                     |      
|Issuance of Restricted     |                                 |                                 
|Stock Awards               |                                 |                                  |                              | --                            |                                       |                                        | --                                 |                                     |      
|Amortization of stock      |                                 |                                 
|compensation               |                                 |                                  |                              | --                            |                                       |                                        | --                                 |                                     |      
|Cancellation of            |                                 |                                 
|Restricted Stock Awards    |                                 |                                  |                              | --                            |                                       |                                        | --                                 |                                     |      
|                          
|Balance at June 30, 2004   |                                 |                                  |                              | 10                            |                                       |                                        | 215                                |                                     |      
|                          

The accompanying notes are an
integral part of these consolidated financial statements.

6

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MACK-CALI REALTY, L.P. AND
SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) (unaudited)

|                                                                       | Six Months Ended
June 30, | 
|---------------------------------------------------------------------- | ------------------------- | 
|
|Net income                                                             |                           | 
|Adjustments to reconcile net income to net cash provided by            |                           | 
|operating activities:                                                  |                           | 
|Depreciation and amortization                                          |                           | 
|Depreciation and amortization on discontinued operations               |                           | 
|Stock options expense                                                  |                           | 
|Amortization of stock compensation                                     |                           | 
|Amortization of deferred financing costs and debt discount             |                           | 
|Write-off of unamortized interest rate contract                        |                           | 
|Discount on early retirement of debt                                   |                           | 
|Equity in earnings of unconsolidated joint venture), net               |                           | 
|Gain on sale of investment in unconsolidated joint venture             |                           | 
|Realized gain (unrealized losses) on disposition of rental property    |                           | 
|Changes in operating assets and liabilities:                           |                           | 
|Increase in unbilled rents receivable, net                             |                           | 
|Increase in deferred charges and other assets, net                     |                           | 
|Decrease in accounts receivable, net                                   |                           | 
|Increase (decrease) in accounts payable, accrued expenses and other    |                           | 
|liabilities                                                            |                           | 
|Increase (decrease) in rents received in advance and security deposits |                           | 
|Decrease in accrued interest payable                                   |                           | 
|                                                                      
|Net cash provided by operating activities                              |                           | 
|                                                                      
|CASH FLOWS FROM INVESTING ACTIVITIES                                   |                           | 
|                                                                      
|Additions to rental property                                           |                           | 
|Repayment of mortgage note receivable                                  |                           | 
|Investment in unconsolidated joint ventures                            |                           | 
|Distributions from unconsolidated joint ventures                       |                           | 
|Proceeds from sales of rental property                                 |                           | 
|Funding of note receivable                                             |                           | 
|Increase (decrease) in restricted cash                                 |                           | 
|                                                                      
|Net cash used in investing activities                                  |                           | 
|                                                                      
|CASH FLOW FROM FINANCING ACTIVITIES                                    |                           | 
|                                                                      
|Proceeds from senior unsecured notes                                   |                           | 
|Proceeds from revolving credit facility                                |                           | 
|Repayment of senior unsecured notes                                    |                           | 
|Repayment of revolving credit facility                                 |                           | 
|Repayment of mortgages, loans payable and other obligations            |                           | 
|Net proceeds from preferred stock issuance                             |                           | 
|Repurchase of common units                                             |                           | 
|Payment of financing costs                                             |                           | 
|Proceeds from stock options exercised                                  |                           | 
|Proceeds from stock warrants exercised                                 |                           | 
|Payment of distributions                                               |                           | 
|                                                                      
|Net cash used in financing activities                                  |                           | 
|                                                                      
|Net (decrease) increase in cash and cash equivalents                   |                           | 
|Cash and cash equivalents, beginning of period                         |                           | 
|                                                                      
|Cash and cash equivalents, end of period                               |                           | 
|                                                                      

The accompanying notes are an integral
part of these consolidated financial statements.

7

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MACK-CALI REALTY, L.P. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL
STATEMENTS(dollars in thousands, except per share/unit amounts)

1.    
          ORGANIZATION AND BASIS OF PRESENTATION

Mack-Cali Realty, L.P., a Delaware
limited partnership, together with its subsidiaries (the Operating Partnership), was
formed on May 31, 1994 to conduct the business of leasing, management, acquisition,
development, construction and tenant-related services for its sole general partner,
Mack-Cali Realty Corporation and its subsidiaries (the Corporation or
General Partner). The Operating Partnership, through its operating divisions
and subsidiaries, including the Mack-Cali property-owning partnerships and limited
liability companies (collectively, the Property Partnerships), as described
below, is the entity through which all of the General Partners operations are
conducted.

The General Partner is a fully
integrated, self-administered, self-managed real estate investment trust
(REIT). The General Partner controls the Operating Partnership as its sole
general partner, and owned an 88.6 percent and 88.4 percent common unit interest in the
Operating Partnership as of June 30, 2004 and December 31, 2003, respectively.

The General Partners business
is the ownership of interests in and operation of the Operating Partnership, and all of
the General Partners expenses are incurred for the benefit of the Operating
Partnership. The General Partner is reimbursed by the Operating Partnership for all
expenses it incurs relating to the ownership and operation of the Operating Partnership.
The Operating Partnership earns a management fee of between three percent and five percent
of revenues, as defined, for its management of the Property Partnerships.

As of June 30, 2004, the Operating
Partnership owned or had interests in 270 properties plus developable land (collectively,
the Properties). The Properties aggregate approximately 30.0 million square
feet, which are comprised of 161 office buildings and 97 office/flex buildings, totaling
approximately 29.5 million square feet (which include four office buildings and one
office/flex building aggregating 1.2 million square feet owned by unconsolidated joint
ventures in which the Operating Partnership has investment interests), six
industrial/warehouse buildings totaling approximately 387,400 square feet, three retail
properties totaling approximately 118,040 square feet (which includes a mixed-use retail
property totaling approximately 100,740 square feet owned by an unconsolidated joint
venture in which the Operating Partnership has an investment interest), one hotel (which
is owned by an unconsolidated joint venture in which the Operating Partnership has an
investment interest) and two parcels of land leased to others. The Properties are located
in nine states, primarily in the Northeast, plus the District of Columbia.

BASIS OF PRESENTATIONThe accompanying consolidated
financial statements include all accounts of the Operating Partnership and its
majority-owned and/or controlled subsidiaries. See Investments in Unconsolidated Joint
Ventures in Note 2 for the Operating Partnerships treatment of unconsolidated joint
venture interests. Intercompany accounts and transactions have been eliminated.

The preparation of financial
statements in conformity with generally accepted accounting principles (GAAP)
requires management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

2.    
          SIGNIFICANT ACCOUNTING POLICIES

Rental Property Rental properties
are stated at cost less accumulated depreciation and amortization. Costs directly related
to the acquisition, development and construction of rental properties are capitalized.
Capitalized development and construction costs include pre-construction costs essential
to the development of the property, development and construction costs, interest,
property taxes, insurance, salaries and other project costs incurred during the period of
development. Included in total rental property is construction and development
in-progress of $99,417 and $84,105 (including land of $51,190 and $49,045) as of June 30,
2004 and December 31, 2003, respectively. Ordinary repairs and maintenance are expensed
as incurred; major replacements and betterments, which improve or extend the life of the
asset, are capitalized and depreciated over their estimated useful lives.
Fully-depreciated assets are removed from the accounts.

8

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The Operating Partnership considers
a construction project as substantially completed and held available for occupancy upon
the completion of tenant improvements, but no later than one year from cessation of major
construction activity (as distinguished from activities such as routine maintenance and
cleanup). If portions of a rental project are substantially completed and occupied by
tenants, or held available for occupancy, and other portions have not yet reached that
stage, the substantially completed portions are accounted for as a separate project. The
Operating Partnership allocates costs incurred between the portions under construction
and the portions substantially completed and held available for occupancy, and
capitalizes only those costs associated with the portion under construction.

Properties are depreciated using the
straight-line method over the estimated useful lives of the assets. The estimated useful
lives are as follows:

|                                  |                               
|--------------------------------- | ------------------------------
|
|Leasehold interests               | Remaining lease term          
|                                 
|Buildings and improvements        | 5 to 40 years                 
|                                 
|Tenant improvements               | The shorter of the term of the
|                                  | related lease or useful life  
|                                 
|Furniture, fixtures and equipment | 5 to 10 years                 
|                                 

Upon acquisition of rental property,
the Operating Partnership estimates the fair value of acquired tangible assets,
consisting of land, building and improvements, and identified intangible assets and
liabilities, generally consisting of the fair value of (i) above and below market leases,
(ii) in-place leases and (iii) tenant relationships. The Operating Partnership allocates
the purchase price to the assets acquired and liabilities assumed based on their relative
fair values. In estimating the fair value of the tangible and intangible assets acquired,
the Operating Partnership considers information obtained about each property as a result
of its due diligence and marketing and leasing activities, and utilizes various valuation
methods, such as estimated cash flow projections utilizing appropriate discount and
capitalization rates, estimates of replacement costs net of depreciation, and available
market information. The fair value of the tangible assets of an acquired property
considers the value of the property as if it were vacant.

Above-market and below-market lease
values for acquired properties are recorded based on the present value, (using a discount
rate which reflects the risks associated with the leases acquired) of the difference
between (i) the contractual amounts to be paid pursuant to each in-place lease and (ii)
managements estimate of fair market lease rates for each corresponding in-place
lease, measured over a period equal to the remaining term of the lease for above-market
leases and the initial term plus the term of any below-market fixed rate renewal options
for below-market leases. The capitalized above-market lease values are amortized as a
reduction of base rental revenue over the remaining term of the respective leases, and
the capitalized below-market lease values are amortized as an increase to base rental
revenue over the remaining initial terms plus the terms of any below-market fixed rate
renewal options of the respective leases.

Other intangible assets acquired
include amounts for in-place lease values and tenant relationship values, which are based
on managements evaluation of the specific characteristics of each tenants
lease and the Operating Partnerships overall relationship with the respective
tenant. Factors to be considered by management in its analysis of in-place lease values
include an estimate of carrying costs during hypothetical expected lease-up periods
considering current market conditions, and costs to execute similar leases. In estimating
carrying costs, management includes real estate taxes, insurance and other operating
expenses and estimates of lost rentals at market rates during the expected lease-up
periods, depending on local market conditions. In estimating costs to execute similar
leases, management considers leasing commissions, legal and other related expenses.
Characteristics considered by management in valuing tenant relationships include the
nature and extent of the Operating Partnerships existing business relationships
with the tenant, growth prospects for developing new business with the tenant, the tenants
credit quality and expectations of lease renewals. The value of in-place leases are
amortized to expense over the remaining initial terms of the respective leases. The value
of tenant relationship intangibles are amortized to expense over the anticipated life of
the relationships.

9

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On a periodic basis, management
assesses whether there are any indicators that the value of the Operating Partnerships
real estate properties may be impaired. A propertys value is impaired only if
managements estimate of the aggregate future cash flows (undiscounted and without
interest charges) to be generated by the property is less than the carrying value of the
property. To the extent impairment has occurred, the loss shall be measured as the excess
of the carrying amount of the property over the fair value of the property. The Operating
Partnerships estimates of aggregate future cash flows expected to be generated by
each property are based on a number of assumptions that are subject to economic and
market uncertainties including, among others, demand for space, competition for tenants,
changes in market rental rates, and costs to operate each property. As these factors are
difficult to predict and are subject to future events that may alter managements
assumptions, the future cash flows estimated by management in its impairment analyses may
not be achieved. Management does not believe that the value of any of the Operating
Partnerships rental properties is impaired.

Rental Property Held for Sale
and Discontinued Operations When assets are identified by management as held for sale, the
Operating Partnership discontinues depreciating the assets and estimates the sales price,
net of selling costs, of such assets. If, in managements opinion, the net sales
price of the assets which have been identified as held for sale is less than the net book
value of the assets, a valuation allowance is established.

If circumstances arise that
previously were considered unlikely and, as a result, the Operating Partnership decides
not to sell a property previously classified as held for sale, the property is
reclassified as held and used. A property that is reclassified is measured and recorded
individually at the lower of (a) its carrying amount before the property was classified
as held for sale, adjusted for any depreciation (amortization) expense that would have
been recognized had the property been continuously classified as held and used, or (b)
the fair value at the date of the subsequent decision not to sell.

Effective January 1, 2002, the
Operating Partnership adopted the provisions of Statement of Financial Accounting
Standards (FASB) No. 144, Accounting for the Impairment or Disposal of
Long-Lived Assets, which supercedes FASB No. 121. FASB No. 144 requires that long-lived
assets that are to be disposed of by sale be measured at the lower of book value or fair
value less cost to sell. FASB No. 144 retains the requirements of FASB No. 121 regarding
impairment loss recognition and measurement. In addition, it requires that one accounting
model be used for long-lived assets to be disposed of by sale and broadens the
presentation of discontinued operations to include more disposal transactions. Properties
identified as held for sale and/or sold from January 1, 2002 forward are presented in
discontinued operations for all periods presented. See Note 6 Discontinued
Operations.

10

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Investments in Unconsolidated Joint
Ventures, Net On January 17, 2003, the FASB issued Interpretation No. 46, Consolidation
of Variable Interest Entities (FIN 46), the primary objective of which is to
provide guidance on the identification of entities for which control is achieved through
means other than voting rights (variable interest entities or VIEs)
and to determine when and which business enterprise should consolidate the VIE (the primary
beneficiary). In December 2003, the FASB issued a revised FIN 46 which modifies and
clarifies various aspects of the original Interpretation. FIN 46 applies when either (1)
the equity investors (if any) lack one or more of the essential characteristics of a
controlling financial interest, (2) the equity investment at risk is insufficient to
finance that entitys activities without additional subordinated financial support
or (3) the equity investors have voting rights that are not proportionate to their
economic interests, and the activities of the entity involve or are conducted on behalf
of an investor with a disproportionately small voting interest. In addition, FIN 46
requires additional disclosures.

FIN 46 is effective immediately for
VIEs created after January 31, 2003, and to VIEs in which an enterprise obtains an
interest after that date. For variable interests in a VIE created or obtained prior to
February 1, 2003, FIN 46 is effective for periods ending after March 15, 2004. As of June
30, 2004, the Operating Partnership has evaluated its joint ventures with regards to FIN
46. The Operating Partnership has identified its Meadowlands Xanadu joint venture with
the Mills Corporation as a VIE, but is not consolidating such venture as the Operating
Partnership is not the primary beneficiary. Disclosure about this VIE is included in Note
4  Investments in Unconsolidated Joint Ventures.

The Operating Partnership accounts
for its investments in unconsolidated joint ventures (for which FIN 46 does not apply)
under the equity method of accounting as the Operating Partnership exercises significant
influence, but does not control these entities. These investments are recorded initially
at cost, as Investments in Unconsolidated Joint Ventures, and subsequently adjusted for
equity in earnings and cash contributions and distributions.

On a periodic basis, management
assesses whether there are any indicators that the value of the Operating Partnerships
investments in unconsolidated joint ventures may be impaired. An investment is impaired
only if managements estimate of the value of the investment is less than the
carrying value of the investment. To the extent impairment has occurred, the loss shall
be measured as the excess of the carrying amount of the investment over the value of the
investment. Management does not believe that the value of any of the Operating Partnerships
investments in unconsolidated joint ventures is impaired. See Note 4.

Cash and Cash Equivalents All highly
liquid investments with a maturity of three months or less when purchased are considered
to be cash equivalents.

Deferred Financing CostsCosts
incurred in obtaining financing are capitalized and amortized on a straight-line basis,
which approximates the effective interest method, over the term of the related
indebtedness. Amortization of such costs is included in interest expense and was $989 and
$1,233 for the three months ended June 30, 2004 and 2003, respectively, and $2,094 and
$2,485 for the six months ended June 30, 2004 and 2003, respectively.

Deferred Leasing Costs Costs
incurred in connection with leases are capitalized and amortized on a straight-line basis
over the terms of the related leases and included in depreciation and amortization.
Unamortized deferred leasing costs are charged to amortization expense upon early
termination of the lease. Certain employees of the Operating Partnership are compensated
for providing leasing services to the Properties. The portion of such compensation, which
is capitalized and amortized, approximated $1,481 and $730 for the three months ended
June 30, 2004 and 2003, respectively, and $2,956 and $1,492 for the six months ended June
30, 2004 and 2003, respectively.

11

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Derivative Instruments The Operating
Partnership measures derivative instruments, including certain derivative instruments
embedded in other contracts, at fair value and records them as an asset or liability,
depending on the Operating Partnerships rights or obligations under the applicable
derivative contract. For derivatives designated as fair value hedges, the changes in the
fair value of both the derivative instrument and the hedged item are recorded in
earnings. For derivatives designated as cash flow hedges, the effective portions of the
derivative are reported in other comprehensive income (OCI) and are
subsequently reclassified into earnings when the hedged item affects earnings. Changes in
fair value of derivative instruments not designated as hedging and ineffective portions
of hedges are recognized in earnings in the affected period.

Revenue RecognitionBase rental
revenue is recognized on a straight-line basis over the terms of the respective leases.
Unbilled rents receivable represents the amount by which straight-line rental revenue
exceeds rents currently billed in accordance with the lease agreements. Above-market and
below-market lease values for acquired properties are recorded based on the present value
(using a discount rate which reflects the risks associated with the leases acquired) of
the difference between (i) the contractual amounts to be paid pursuant to each in-place
lease and (ii) managements estimate of fair market lease rates for each
corresponding in-place lease, measured over a period equal to the remaining term of the
lease for above-market leases and the initial term plus the term of any below-market
fixed-rate renewal options for below-market leases. The capitalized above-market lease
values for acquired properties are amortized as a reduction of base rental revenue over
the remaining term of the respective leases, and the capitalized below-market lease
values are amortized as an increase to base rental revenue over the remaining initial
terms plus the terms of any below-market fixed-rate renewal options of the respective
leases. Parking and other revenue includes income from parking spaces leased to tenants,
income from tenants for additional services provided by the Operating Partnership, income
from tenants for early lease terminations and income from managing and/or leasing
properties for third parties. Escalations and recoveries are received from tenants for
certain costs as provided in the lease agreements. These costs generally include real
estate taxes, utilities, insurance, common area maintenance and other recoverable costs.
See Note 13  Tenant Leases.

Allowance for Doubtful Accounts
Management periodically performs a detailed review of amounts due from tenants to
determine if accounts receivable balances are impaired based on factors affecting the
collectibility of those balances. Managements estimate of the allowance for
doubtful accounts requires management to exercise significant judgment about the timing,
frequency and severity of collection losses, which affects the allowance and net income.

Income and Other TaxesThe Operating
Partnership is a partnership and, as a result, all income and losses of the partnership
are allocated to the partners for inclusion in their respective income tax returns.
Accordingly, no provision or benefit for income taxes has been made in the accompanying
financial statements.

Earnings Per Unit The Operating
Partnership presents both basic and diluted earnings per unit (EPU). Basic
EPU excludes dilution and is computed by dividing net income available to common
unitholders by the weighted average number of units outstanding for the period. Diluted
EPU reflects the potential dilution that could occur if securities or other contracts to
issue common units were exercised or converted into common units, where such exercise or
conversion would result in a lower EPU amount.

12

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Distributions Payable The
distributions payable at June 30, 2004 represents distributions payable to preferred
unitholders (10,000 Series C Preferred units), common unitholders (68,398,691 common
units), and preferred distributions payable to preferred unitholders (215,018 Series B
preferred units) for all such holders of record as of July 6, 2004 with respect to the
second quarter 2004. The second quarter 2004 Series C preferred unit distributions of
$50.00 per unit, common unit distributions of $0.63 per common unit, as well as the
second quarter Series B preferred unit distributions of $18.1818 per preferred unit, were
approved by the Corporations Board of Directors on June 17, 2004. The Series C
preferred unit distributions payable were paid on July 15, 2004. The common and Series B
preferred unit distributions payable were paid on July 19, 2004.

The distributions payable at
December 31, 2003 represents distributions payable to preferred unitholders (10,000
Series C Preferred units), common unitholders (67,402,002 common units) and preferred
distributions payable to preferred unitholders (215,018 Series B Preferred units) for all
such holders of record as of January 6, 2004 with respect to the fourth quarter 2003. The
fourth quarter 2003 Series C preferred unit distributions of $50.00 per unit, common unit
distributions of $0.63 per common unit, as well as the fourth quarter Series B preferred
unit distributions of $18.1818 per preferred unit, were approved by the Corporations
Board of Directors on December 17, 2003. The Series C preferred unit distributions
payable were paid on January 15, 2004. The common and Series B preferred unit
distributions payable were paid on January 16, 2004.

Costs Incurred For Preferred Stock
Issuances Costs incurred in connection with the Corporations preferred stock
issuances are reflected as a reduction of General Partners capital.

Stock CompensationThe Operating
Partnership accounts for stock options and restricted stock awards granted prior to 2002
using the intrinsic value method prescribed in Accounting Principles Board Opinion No.
25, Accounting for Stock Issued to Employees, and related Interpretations (APB
No. 25). Under APB No. 25, compensation cost for stock options is measured as the
excess, if any, of the quoted market price of the Corporations stock at the date of
grant over the exercise price of the option granted. Compensation cost for stock options
is recognized ratably over the vesting period. The Corporations policy is to grant
options with an exercise price equal to the quoted closing market price of the Corporations
stock on the business day preceding the grant date. Accordingly, no compensation cost has
been recognized under the Corporations stock option plans for the granting of stock
options made prior to 2002. Restricted stock awards granted prior to 2002 are valued at
the vesting dates of such awards with compensation cost for such awards recognized
ratably over the vesting period.

13

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In 2002, the Operating Partnership
adopted the provisions of FASB No. 123, which requires, on a prospective basis, that the
estimated fair value of restricted stock (Restricted Stock Awards) and stock
options at the grant date be amortized ratably into expense over the appropriate vesting
period. For the three month periods ended June 30, 2004 and 2003, the Operating
Partnership recorded restricted stock and stock options expense of $1,573 and $482,
respectively, and $2,344 and $899 for the six month periods ended June 30, 2004 and 2003,
respectively, for restricted stock and stock options granted or modified in 2003 and
2004. FASB No. 148, Accounting for Stock-Based Compensation Transition and
Disclosure, was issued in December 2002 and amends FASB No. 123, Accounting for Stock
Based Compensation. FASB No. 148 provides alternative methods of transition for a
voluntary change to the fair value based method of accounting for stock based
compensation. In addition, this Statement amends the disclosure requirements of FASB No.
123 to require prominent disclosures in both annual and interim financial statements
about the method of accounting for stock-based employee compensation and the effect of
the method used on reported results. FASB No. 148 disclosure requirements are presented
as follows:

The following table illustrates the
effect on net income and earnings per unit if the fair value based method had been applied
to all outstanding and unvested stock awards in each period:

|                                         | Three Months Ended
June 30, | Six Months Ended
June 30, |   |       
|---------------------------------------- | --------------------------- | ------------------------- | - | ------
|
|
|Net income, as reported                  |                             |                           | $ | 22,193
|Add: Stock-based compensation expense    |                             |                          
|included in reported net income          |                             |                           |   | 1,573 
|Deduct: Total stock-based compensation   |                             |                          
|expense determined under fair            |                             |                          
|value based method for all awards        |                             |                           |   | (1,838
|                                        
|Pro forma net income                     |                             |                           |   | 21,928
|Deduct:  Preferred unit distributions    |                             |                           |   | (4,409
|                                        
|Pro forma net income available to common |                             |                          
|unitholders - basic                      |                             |                           | $ | 17,519
|                                        
|Earnings Per Unit:                       |                             |                          
|Basic - as reported                      |                             |                           | $ | 0.26  
|Basic - pro forma                        |                             |                           | $ | 0.26  
|                                         |                             |                          
|Diluted - as reported                    |                             |                           | $ | 0.26  
|Diluted - pro forma                      |                             |                           | $ | 0.26  
|                                        

Reclassifications Certain
reclassifications have been made to prior period amounts in order to conform with current
period presentation.

14

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3.    
          REAL ESTATE PROPERTY TRANSACTIONS

Property AcquisitionsThe Operating Partnership acquired
the following office properties during the six months ended June 30, 2004:

|Acquisition
Date             | Property/Address | Location | # of
Bldgs.               | Rentable
Square Feet | Investment by
Operating Partnership (a)
(in thousands)
|---------------------------- | ---------------- | -------- | ------------------------- | -------------------- | ------------------------------------------------------
|04/14/04                     |                  |          | 5 Wood Hollow Road (b)    |                      |                                                       
|05/12/04                     |                  |          | 210 South 16th Street (c) |                      |                                                       
|06/01/04                     |                  |          | 30 Knightsbridge Road (d) |                      |                                                       
|06/01/04                     |                  |          | 412 Mt. Kemble Avenue (d) |                      |                                                       
|                            
|Total Property Acquisitions: |                  |          |                           |                      |                                                       
|                            

|(a) | Amounts
are as of June 30, 2004.
|--- | --------------------------------

|(b) | Transaction
was funded primarily through borrowing on the Operating                     Partnerships
revolving credit facility.
|--- | --------------------------------------------------------------------------------------------------------------------------------

|(c) | Property
was acquired through Operating Partnerships receipt of a deed in
                    lieu of foreclosure in satisfaction of the Operating Partnerships
mortgage                     note receivable, which was collateralized by the acquired
property.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(d) | Properties
were acquired from AT&T Corporation (AT&T), a
                    tenant of the Operating Partnership, for cash and assumed
obligations, as                     follows:
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (1) | Acquired
30 Knightsbridge Road, a four-building office complex, aggregating
                    680,350 square feet and located in Piscataway, New Jersey. AT&T,
which                     currently occupies the entire complex, has leased back from the
Operating                     Partnership two of the buildings in the complex, totaling
275,000 square feet,                     for 10 years and seven months, and has leased
back the remaining 405,350 square                     feet of the complex pursuant to a
four-month lease with certain rights for                     AT&T to extend;
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (2) | Acquired
Kemble Plaza II, a 475,100 square-foot office building located in
                    Morris Township, New Jersey, which the Operating Partnership had
previously sold                     to AT&T in June of 2000. AT&T, which
currently occupies the entire                     building, has leased back the entire
property from the Operating Partnership for                     one year;
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (3) | Signed
a lease extension at the Operating Partnerships Kemble Plaza I
                    property in Morris Township, New Jersey, extending AT&Ts
lease for the                     entire 387,000 square-foot building for an additional
five years to August 2014.                     Under the lease extension, the Operating
Partnership has agreed, among other                     things, to fund up to $2.1
million of tenant improvements to be performed by                     AT&T at the
property;
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (4) | Paid
cash consideration of approximately $12.9 million to AT&T; and
| | --- | -------------------------------------------------------------------

| | (5) | Assumed
AT&Ts lease obligations with third-party landlords at seven
                    office buildings, aggregating 922,674 square feet, which carry a
weighted                     average remaining term of 4.5 years. The Operating
Partnership has estimated                     that the obligations, net of estimated
sub-leases income, total approximately                     $84.8 million, with a net
present value of approximately $76.2 million utilizing                     a weighted
average discount rate of 4.85 percent. The net present value of the
                    assumed obligations as of June 30, 2004 is included in mortgages,
loans payable                     and other obligations (see Note 9).
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Land AcquisitionsOn May 14, 2004, the Operating
Partnership acquired approximately five acres of land in Plymouth Meeting, Pennsylvania.
Previously, the Operating Partnership leased this land parcel, upon which the Operating
Partnership owns a 167,748 square-foot office building. The land was acquired for
approximately $6,094.

On June 25, 2004, the Operating
Partnership acquired approximately 59.9 acres of developable land located in West Windsor,
New Jersey for approximately $20,572.

4.    
          INVESTMENTS IN UNCONSOLIDATED JOINT VENTURES

The debt of the Operating
Partnerships unconsolidated joint ventures aggregating $128,289 as of June 30, 2004
is non-recourse to the Operating Partnership, except for customary exceptions pertaining
to such matters as intentional misuse of funds, environmental conditions and material
misrepresentations, and except as otherwise indicated below.

15

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MEADOWLANDS XANADUOn November 25, 2003, the Operating
Partnership and affiliates of The Mills Corporation (Mills) entered into a
joint venture to form Meadowlands Mills/Mack-Cali Limited Partnership (Meadowlands
Venture) for the purpose of developing a $1.3 billion family entertainment and
recreation complex with an office and hotel component to be built at the Meadowlands
sports complex in East Rutherford, New Jersey (Meadowlands Xanadu).
Meadowlands Xanadus approximately 4.76 million-square-foot complex is expected to
feature a family entertainment destination comprising three themed zones:
sports/recreation, childrens activities and fashion, in addition to four office
buildings, aggregating approximately 1.8 million square feet, and a 520-room hotel.

On December 3, 2003, the Meadowlands
Venture entered into a redevelopment agreement (the Redevelopment Agreement)
with the New Jersey Sports and Exposition Authority (NJSEA) for the
redevelopment of the area surrounding the Continental Airlines Arena in East Rutherford,
New Jersey and the construction of the Meadowlands Xanadu project. The Redevelopment
Agreement provides for a 75-year ground lease, which requires the joint venture to pay the
NJSEA a $160,000 development rights fee at the start of construction of the entertainment
phase, when all permits and approvals are obtained, and the payment of fixed rent over the
term. Fixed rent will be in the amount of $1 per year for the first 15 years, increasing
to $7,500 from the 16th to the 18th year, increasing to $8,447 in the 19th year,
increasing to $8,700 in the 20th year, increasing to $8,961 in the 21st year, then to
$9,200 in the 23rd to 26th year, with additional increases over the remainder of the term,
as set forth in the ground lease. The ground lease also allows for the potential for
participation rent payments by the venture, as described in the ground lease agreement.

The Operating Partnership and Mills
own a 20 percent and 80 percent interest, respectively, in the Meadowlands Venture. These
interests were subject to certain participation rights by The New York Giants, which were
subsequently terminated in April 2004. The joint venture agreement requires the Operating
Partnership to make an equity contribution up to a maximum of $32,500. As part of the
Redevelopment Agreement, Mills is required to contribute certain vacant land, known as the
Empire Tract, to the State of New Jersey to be used as a wetlands mitigation bank, for
which Mills has received subordinated capital credit in the venture of approximately
$118,000. The joint venture agreement requires Mills to contribute the balance of the
capital required to complete the entertainment phase, subject to certain limitations. The
Operating Partnership will receive a nine percent preferred return on its equity
investment, only after Mills receives a nine percent preferred return on its equity
investment. Residual returns, subject to participation by other parties, will be in
proportion to each partners respective percentage interest.

Mills will develop, lease and operate
the entertainment phase of the Meadowlands Xanadu project. The joint venture agreement
provides the Operating Partnership an option to cause the Meadowlands Venture to form
component ventures for the future development of the office and hotel phases, for which
the Operating Partnership will develop, lease and operate such phases. The Operating
Partnership will own an 80 percent interest and Mills will own a 20 percent interest in
such component ventures. The agreement provides for the first office or hotel component
ventures to be formed no later than four years after the grand opening of the
entertainment phase, and requires that all component ventures for the office and hotel
phases be formed no later than 10 years from such date, but does not require that any or
all components be developed. However, under the Meadowlands Venture agreement, Mills has
the ability to accelerate such formation schedule, subject to certain conditions. Should
the Operating Partnership fail to meet the time schedule described above for the formation
of the component ventures, the Operating Partnership will forfeit its rights to cause the
Meadowlands Venture to form additional component ventures. If this occurs, Mills will have
the ability to develop the additional phases, subject to the Operating Partnerships
right to participate, or to cause the Meadowlands Venture to sell such components to a
third party, subject to a sales price limitation of 95 percent of the value that would
have been the amount necessary to form such component ventures.

On February 12, 2003, the New Jersey
Sports and Exposition Authority (NJSEA) selected The Mills Corporation
(Mills) and the Operating Partnership to redevelop the Continental Airlines
Arena site (Arena Site) for mixed uses, including retail. Hartz Mountain
Industries, Inc. (Hartz) has challenged the NJSEAs selection. The NJSEA
denied its protest. Westfield America, Inc. (Westfield) also protested the
NJSEAs selection of Mills and the Operating Partnership. Westfields protest
was also denied by the NJSEA. Hartz and Westfield have appealed the denial of their
protest. Hartz and Westfield also have appealed the NJSEAs execution of the Final
Redevelopment Agreement for the Arena Site. Four citizens, Elliot Braha, Richard DeLauro,
George Perry and Carol Coronato, have also filed lawsuits challenging the NJSEA award to
Mills and the Operating Partnership. On May 14, 2004, the Superior Court of New Jersey,
Appellate Division, which has jurisdiction of all of the cases, issued an order deciding
certain of the issues presented by the cases. The Appellate Division determined that the
NJSEA had the statutory authority to develop the Arena Site for mixed uses, including
retail, that the NJSEA, in selecting Mills and the Operating Partnership, did not have to
utilize a traditional low bid procurement process, and that the NJSEA complied with the
Open Public Meetings Act (OPMA) in considering and making its selection. The
Appellate Division remanded Hartzs claims for relief under the Open Public Records
Act (OPRA). Hartz thereafter petitioned the Supreme Court of New Jersey for
certification of the Appellate Divisions decision. That petition remains pending
undecided as of this date. Also, still pending in the Appellate Division are five other
appeals  two by Hartz, two by Westfield and one by Braha, challenging the
NJSEAs selection of redevelopment proposal of Mills and the Operating Partnership.
The Operating Partnership believes that its proposal fully complied with applicable laws
and the request for proposals, and plans to vigorously enforce its rights concerning this
project. The Operating Partnership does not believe that the ultimate resolution of this
matter will have a material adverse effect on the Operating Partnerships financial
condition taken as a whole.

On August 2, 2004, Hartz filed an
application with the Superior Court of New Jersey, Law Division - Bergen County seeking
to halt certain utility relocation work at the Arena Site.  The Court has asked all
parties to brief the issues referenced in the application.  The Operating Partnership is
confident that the work being performed at the Arena Site is properly authorized.

16

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HPMCOn April 23, 1998, the Operating
Partnership entered into a joint venture with HCG Development, L.L.C. and Summit Partners
I, L.L.C. to form HPMC Development Partners, L.P. and, on July 21, 1998, entered into a
second joint venture, HPMC Development Partners II, L.P. (formerly known as HPMC Lava
Ridge Partners, L.P.), with these same parties. HPMC Development Partners, L.P.s
efforts focused on two development projects, commonly referred to as Continental Grand II
and Summit Ridge. HPMC Development Partners II, L.P.s efforts have focused on three
development projects, commonly referred to as Lava Ridge, Pacific Plaza I & II and
Stadium Gateway.

The Operating Partnership has a 50
percent ownership interest and HCG Development, L.L.C. and Summit Partners I, L.L.C. (both
of which are not affiliated with the Operating Partnership) collectively have a 50 percent
ownership interest in HPMC Development Partners, L.P. and HPMC Development Partners II,
L.P. (the HPMC Joint Ventures). Significant terms of the applicable
partnership agreements, among other things, call for the Operating Partnership to provide
80 percent and HCG Development, L.L.C. and Summit Partners I, L.L.C. to collectively
provide 20 percent of the development equity capital to the HPMC Joint Ventures. As the
Operating Partnership has agreed to fund development equity capital disproportionate to
its ownership interest, it was granted a preferred return of 10 percent on its invested
capital as a priority. Profits and losses of each of the HPMC Joint Ventures are allocated
to the partners based upon the priority of distributions specified in the respective
agreements and entitle the Operating Partnership to a preferred return, as well as 50
percent of each of the HPMC Joint Ventures residual profits above the preferred
returns. Equity in earnings recognized by the Operating Partnership consists of preferred
returns and the Operating Partnerships equity in the HPMC Joint Ventures
earnings (loss) after giving effect to the HPMC Joint Ventures payment of such
preferred returns.

| | Continental
Grand IIContinental
Grand II is a 239,085 square-foot office building located in El Segundo, California, which
was constructed and placed in service by the venture. On June 29, 2001, the venture sold
the office property for approximately $67,000.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Summit
RidgeSummit
Ridge is an office complex comprised of three one-story buildings, aggregating 133,841
square feet, located in San Diego, California, which was constructed and placed in service
by the venture. On January 29, 2001, the venture sold the office complex for approximately
$17,450.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Lava
RidgeLava
Ridge is an office complex comprised of three two-story buildings, aggregating 183,200
square feet, located in Roseville, California, which was constructed and placed in service
by the venture. On May 30, 2002, the venture sold the office complex for approximately
$31,700.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Pacific
Plaza I & IIPacific
Plaza I & II is a two-phase development joint venture project, located in Daly City,
California between the Operating Partnership, HPMC Development Partners II, L.P. and a
third-party entity. Phase I of the project, which commenced initial operations in August
2001, consists of a nine-story office building, aggregating 364,384 square feet. Phase II,
which comprises a three-story retail and theater complex, commenced initial operations in
June 2002. The Operating Partnership performs management services for these properties
owned by the joint venture and recognized $87 and $78 in fees for such services in the
three months ended June 30, 2004 and 2003, respectively, and $176 and $153 for the six
months ended June 30, 2004 and 2003, respectively.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

17

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| | Stadium
GatewayStadium
Gateway is a development joint venture project, located in Anaheim, California between the
Operating Partnership, HPMC Development Partners II, L.P. and a third-party entity. The
venture has constructed a six-story, 273,194 square-foot office building, which commenced
initial operations in January 2002. On April 1, 2003, the venture sold the office property
for approximately $52,500.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

G&G MARTCO
(Convention Plaza)The Operating Partnership holds a 50
percent interest in G&G Martco, which owns Convention Plaza, a 305,618 square-foot
office building, located in San Francisco, California. The venture has a mortgage loan
with a $43,039 balance at June 30, 2004 collateralized by its office property. The loan
also provides the venture the ability to increase the balance of the loan up to an
additional $4,908 for the funding of qualified leasing costs. The loan bears interest at a
rate of the London Inter-Bank Offered Rate (LIBOR) (1.37 percent at June 30,
2004) plus 162.5 basis points and matures in August 2006. The Operating Partnership
performs management and leasing services for the property owned by the joint venture and
recognized $36 and $62 in fees for such services in the three months ended June 30, 2004
and 2003, respectively, and $72 and $123 for the six months ended June 30, 2004 and 2003,
respectively.

AMERICAN FINANCIAL EXCHANGE
L.L.C./PLAZA VIII AND IX ASSOCIATES, L.L.C.On May 20, 1998, the Operating
Partnership entered into a joint venture with Columbia Development Company, L.L.C.
(Columbia) to form American Financial Exchange L.L.C. The venture was formed
to acquire land for future development, located on the Hudson River waterfront in Jersey
City, New Jersey, adjacent to the Operating Partnerships Harborside Financial Center
office complex. Among other things, the partnership agreement provides for a preferred
return on the Operating Partnerships invested capital in the venture, in addition to
the Operating Partnerships proportionate share of the ventures profit, as
defined in the agreement. The joint venture acquired land on which it initially
constructed a parking facility, a portion of which is currently licensed to a parking
operator. Such parking facility serves a ferry service between the Operating
Partnerships Harborside property and Manhattan. In the fourth quarter 2000, the
joint venture started construction of Plaza 10, a 577,575 square-foot office building,
which was 100 percent pre-leased to Charles Schwab & Co. Inc. (Schwab) for
a 15-year term, on certain of the land owned by the venture. The lease agreement with
Schwab obligated the venture, among other things, to deliver space to the tenant by
required timelines and offers expansion options, at the tenants election.

Such options may have obligated the
venture to construct an additional building or, at the Operating Partnerships
option, to make space available in any of its existing Harborside properties. Had the
venture been unable to, or chosen not to, provide such expansion space, the venture would
have been liable to Schwab for its actual damages, in no event to exceed $15,000. The
amount of Schwabs actual damages, up to $15,000, had been guaranteed by the
Operating Partnership. As described below, the Operating Partnership no longer has any
remaining obligations to Schwab following the sale of the Operating Partnerships
interests in the venture. AFE has an agreement with the City of Jersey City, New Jersey,
in which it is required to make payments in lieu of property taxes (PILOT).
The agreement is for a term of 20 years. The PILOT is equal to two percent of Total
Project Costs, as defined, with periodic increases, as defined. Total Project Costs, per
the agreement, are the greater of $78,821 or actual Total Project Costs, as defined.

The Operating Partnership performed
management, leasing and development services for the Plaza 10 property when it was owned
by the venture and recognized $0 and $78 in fees from the venture for such services in the
three months ended June 30, 2004 and 2003, respectively, and $0 and $303 for the six
months ended June 30, 2004 and 2003, respectively.

On September 29, 2003, the Operating
Partnership sold its interest in AFE, in which it held a 50 percent interest, and received
approximately $162,145 in net sales proceeds from the transaction, which the Operating
Partnership used primarily to repay outstanding borrowings under its revolving credit
facility. The Operating Partnership recognized a gain on the sale of approximately
$23,952, which is recorded in gain on sale of investment in unconsolidated joint venture
for the year ended December 31, 2003. Following completion of the sale of its interest,
the Operating Partnership no longer has any remaining obligations to Schwab.

18

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In advance of the transaction, AFE
distributed its interests in Plaza VIII and IX Associates, L.L.C., which owned the
undeveloped land currently used as a parking facility, to its then partners, the Operating
Partnership and Columbia. The Operating Partnership and Columbia subsequently entered into
a new joint venture to own and manage the undeveloped land and related parking operations
through Plaza VIII and IX Associates, L.L.C. The Operating Partnership and Columbia each
hold a 50 percent interest in the new venture.

RAMLAND REALTY ASSOCIATES L.L.C. (One Ramland Road)On August 20, 1998, the Operating
Partnership entered into a joint venture with S.B. New York Realty Corp. to form Ramland
Realty Associates L.L.C. The venture was formed to own, manage and operate One Ramland
Road, a 232,000 square-foot office/flex building and adjacent developable land, located in
Orangeburg, New York. In August 1999, the joint venture completed redevelopment of the
property and placed the office/flex building in service. The Operating Partnership holds a
50 percent interest in the joint venture. The venture has a mortgage loan with a $14,936
balance at June 30, 2004 secured by its office/flex property. The mortgage bears interest
at a rate of LIBOR plus 175 basis points and matures in January 2005. The venture is
currently in discussions with the current lender regarding a long-term extension of the
mortgage loan. In the event the lender does not provide an extension of the mortgage loan,
the venture intends to pursue alternative financing strategies.

In 2001, the propertys then
principal tenant, Superior Bank, was closed by the Office of Thrift Supervision, and the
Federal Deposit Insurance Corporation (FDIC) was named receiver. The tenant continued to
meet its rental payment obligations through June 2002. In July 2002, the tenant vacated
the premises and the FDIC notified the joint venture that it was rejecting the lease as of
July 16, 2002. As a result of the uncertainty regarding the tenants ability to meet
its obligations through the remainder of the term of its lease, the joint venture wrote
off unbilled rents receivable of $1,573 and deferred lease costs of $705, which was
included in the Operating Partnerships equity in earnings for the year ended
December 31, 2002. Subsequently, the ventures management determined it was unlikely
a prospective tenant would retain tenant improvements previously made to Superior
Banks space and, accordingly, the venture accelerated amortization of those tenant
improvements and recorded a charge of $3,586, which is included in the Operating
Partnerships equity in earnings in the six months ended June 30, 2003. The Operating
Partnership performs management, leasing and other services for the property owned by the
joint venture and recognized $15 and $3 in fees for such services in the three months
ended June 30, 2004 and 2003, respectively, and $18 and $8 for the six months ended June
30, 2004 and 2003, respectively.

ASHFORD LOOP ASSOCIATES L.P. (1001 South Dairy Ashford/2100 West Loop South)On September 18, 1998, the Operating
Partnership entered into a joint venture with Prudential to form Ashford Loop Associates
L.P. The venture was formed to own, manage and operate 1001 South Dairy Ashford, a 130,000
square-foot office building acquired on September 18, 1998, and 2100 West Loop South, a
168,000 square-foot office building acquired on November 25, 1998, both located in
Houston, Texas. The Operating Partnership holds a 20 percent interest in the joint
venture. The Operating Partnership performed management and leasing services through March
2002 for the properties owned by the joint venture and recognized $45 in fees for such
services in the three months ended March 31, 2002. Under certain circumstances, Prudential
has the right to convert its interest in the venture into common stock of the Corporation
at a discount to the stocks fair market value, based on the underlying fair value of
Prudentials interest in the venture at the time of conversion. The Operating
Partnership, at its option, can elect to exchange cash in lieu of stock in an amount equal
to the fair value of Prudentials interest.

SOUTH PIER AT HARBORSIDE
 HOTEL DEVELOPMENTOn November 17, 1999, the Operating
Partnership entered into a joint venture with Hyatt Corporation (Hyatt) to
develop a 350-room hotel on the South Pier at Harborside Financial Center, Jersey City,
New Jersey, which was completed and commenced initial operations in July 2002. The
Operating Partnership owns a 50 percent interest in the venture.

The venture had a mortgage loan with
a commercial bank with a $62,902 balance at December 31, 2003 collateralized by its hotel
property. The debt bore interest at a rate of LIBOR plus 275 basis points, which was
scheduled to mature in December 2003, and was extended through January 29, 2004. On that
date, the venture repaid the mortgage loan using the proceeds from a new $40,000 mortgage
loan, collateralized by the hotel property, as well as capital contributions from the
Operating Partnership and Hyatt of $10,750 each. The new loan carries an interest rate of
LIBOR plus 200 basis points and matures in February 2006. The loan provides for three
one-year extension options subject to certain conditions. The final two one-year extension
options require payment of a fee. On May 25, 2004, the venture obtained a second mortgage
loan with a commercial bank for $20,000, secured by the hotel property, in which each
partner, including the Operating Partnership, has severally guaranteed repayment of
approximately $10,000. The loan carries an interest rate of LIBOR plus 175 basis points
and matures in February 2006. The loan provides for three one-year extension options
subject to certain conditions. The final two one-year extension options require payment of
a fee. The proceeds from this loan were used to make distributions to the Operating
Partnership and Hyatt in the amount of $10,000 each. Additionally, the venture has an
$8,000 loan with the City of Jersey City, provided by the U.S. Department of Housing and
Urban Development. The loan currently bears interest at fixed rates ranging from 6.09
percent to 6.62 percent and matures in August 2020. The Operating Partnership has posted
an $8,000 letter of credit in support of this loan, $4,000 of which is indemnified by
Hyatt.

19

---

NORTH PIER AT HARBORSIDE
 RESIDENTIAL DEVELOPMENTOn April 3, 2001, the Operating
Partnership sold its North Pier at Harborside Financial Center, Jersey City, New Jersey to
an entity which planned on developing residential housing on the site. At the time, the
Operating Partnership received net sales proceeds of approximately $3,357 (which included
a note receivable of $2,027 subsequently repaid in 2002), and recognized a gain of $439
from the transaction. On March 31, 2004, the Operating Partnership received an additional
$720 as additional contingent purchase consideration resulting from the achievement of
certain conditions at the property subsequent to the initial sale, for which the Operating
Partnership recorded a gain of $720 in gain on sale of investment in unconsolidated joint
ventures for the six months ended June 30, 2004.

20

---

SUMMARIES OF
UNCONSOLIDATED JOINT VENTURESThe following is a summary of the
financial position of the unconsolidated joint ventures in which the Operating Partnership
had investment interests as of June 30, 2004 and December 31, 2003:

|                                                      |  |  |   | June 30, 2004 |  |   |        |  |  
|----------------------------------------------------- |  |  | - | ------------- |  | - | ------ |  | -
|
|Assets:                                               |  |  |   |               |  |   |        |  |  
|Rental property net                                   |  |  | $ | 163,641       |  | $ | --     |  | $
|Other  assets                                         |  |  |   | 2,879         |  |   | 13,218 |  |  
|                                                     
|Total assets                                          |  |  | $ | 166,520       |  | $ | 13,218 |  | $
|                                                     
|Liabilities and partners'/ members capital (deficit): |  | 
|                                                      |  | 
|Mortgages, loans payable and other obligations        |  |  | $ | --            |  | $ | --     |  | $
|Other liabilities                                     |  |  |   | 1,866         |  |   | 146    |  |  
|Partners'/members' capital (deficit)                  |  |  |   | 164,654       |  |   | 13,072 |  |  
|                                                     
|Total liabilities and partners'/members'              |  | 
|capital (deficit)                                     |  |  | $ | 166,520       |  | $ | 13,218 |  | $
|                                                     
|Operating Partnership's investment in                 |  | 
|unconsolidated                                        |  | 
|joint ventures, net                                   |  |  | $ | 5,735         |  | $ | 13,856 |  | $
|                                                     

|                                                      |  |  |   | December 31, 2003 |  |   |        |  |  
|----------------------------------------------------- |  |  | - | ----------------- |  | - | ------ |  | -
|
|Assets:                                               |  |  |   |                   |  |   |        |  |  
|Rental property net                                   |  |  | $ | 142,968           |  | $ | --     |  | $
|Other  assets                                         |  |  |   | 1,535             |  |   | 13,598 |  |  
|                                                     
|Total assets                                          |  |  | $ | 144,503           |  | $ | 13,598 |  | $
|                                                     
|Liabilities and partners'/ members capital (deficit): |  | 
|Mortgages, loans payable and other obligations        |  |  | $ | --                |  | $ | --     |  | $
|Other liabilities                                     |  |  |   | 1,571             |  |   | 44     |  |  
|Partners'/members' capital (deficit)                  |  |  |   | 142,932           |  |   | 13,554 |  |  
|                                                     
|Total liabilities and partners'/members'              |  | 
|capital (deficit)                                     |  |  | $ | 144,503           |  | $ | 13,598 |  | $
|                                                     
|Operating Partnership's investment in                 |  | 
|unconsolidated                                        |  | 
|joint ventures, net                                   |  |  | $ | 1,073             |  | $ | 12,808 |  | $
|                                                     

21

---

SUMMARIES OF
UNCONSOLIDATED JOINT VENTURESThe following is a summary of the
results of operations of the unconsolidated joint ventures for the period in which the
Operating Partnership had investment interests during the three months ended June 30, 2004
and 2003:

|                                  |  |  |     | Three Months Ended June 30, 2004 |  |   |     |   |  
|--------------------------------- |  |  | --- | -------------------------------- |  | - | --- | - | -
|
|Total revenues                    |  |  | $-- |                                  |  | $ | 4   |   | $
|Operating and other expenses      |  |  | --  |                                  |  |   | (87 | ) |  
|Depreciation and amortization     |  |  | --  |                                  |  |   | --  |   |  
|Interest expense                  |  |  | --  |                                  |  |   | --  |   |  
|                                 
|Net income                        |  |  | $-- |                                  |  | $ | (83 | ) | $
|                                 
|Operating Partnership's equity in |  | 
|earnings (loss) of unconsolidated |  | 
|joint ventures                    |  |  | $-- |                                  |  | $ | 526 |   | $
|                                 

|                                  |  |  |     | Three Months Ended June 30, 2003 |  |   |       |   |  
|--------------------------------- |  |  | --- | -------------------------------- |  | - | ----- | - | -
|
|Total revenues                    |  |  | $-- |                                  |  | $ | 4,645 |   | $
|Operating and other expenses      |  |  | --  |                                  |  |   | (17   | ) |  
|Depreciation and amortization     |  |  | --  |                                  |  |   | --    |   |  
|Interest expense                  |  |  | --  |                                  |  |   | --    |   |  
|                                 
|Net income                        |  |  | $-- |                                  |  | $ | 4,628 |   | $
|                                 
|Operating Partnership's equity in |  | 
|earnings (loss) of unconsolidated |  | 
|joint ventures                    |  |  | $-- |                                  |  | $ | 2,339 |   | $
|                                 

22

---

SUMMARIES OF
UNCONSOLIDATED JOINT VENTURESThe following is a summary of the
results of operations of the unconsolidated joint ventures for the period in which the
Operating Partnership had investment interests during the six months ended June 30, 2004
and 2003:

|                                  |  |  |     | Six Months Ended June 30, 2004 |  |   |       |   |  
|--------------------------------- |  |  | --- | ------------------------------ |  | - | ----- | - | -
|
|Total revenues                    |  |  | $-- |                                |  | $ | 79    |   | $
|Operating and other expenses      |  |  | --  |                                |  |   | (253  | ) |  
|Depreciation and amortization     |  |  | --  |                                |  |   | --    |   |  
|Interest expense                  |  |  | --  |                                |  |   | --    |   |  
|                                 
|Net income                        |  |  | $-- |                                |  | $ | (174  | ) | $
|                                 
|Operating Partnership's equity in |  | 
|earnings (loss) of unconsolidated |  | 
|joint ventures                    |  |  | $-- |                                |  | $ | 1,047 |   | $
|                                 

|                                  |  |  |     | Six Months Ended June 30, 2003 |  |   |       |   |  
|--------------------------------- |  |  | --- | ------------------------------ |  | - | ----- | - | -
|
|Total revenues                    |  |  | $-- |                                |  | $ | 4,623 |   | $
|Operating and other expenses      |  |  | --  |                                |  |   | (20   | ) |  
|Depreciation and amortization     |  |  | --  |                                |  |   | --    |   |  
|Interest expense                  |  |  | --  |                                |  |   | --    |   |  
|                                 
|Net income                        |  |  | $-- |                                |  | $ | 4,603 |   | $
|                                 
|Operating Partnership's equity in |  | 
|earnings (loss) of unconsolidated |  | 
|joint ventures                    |  |  | $-- |                                |  | $ | 2,423 |   | $
|                                 

23

---

5.    
          DEFERRED CHARGES AND OTHER ASSETS

|                                             | June 30,
2004 | December 31,
2003
|-------------------------------------------- | ------------- | -----------------
|Deferred leasing costs                       |               |                  
|Deferred financing costs                     |               |                  
|                                            
|                                             |               |                  
|Accumulated amortization                     |               |                  
|                                            
|Deferred charges, net                        |               |                  
|Notes receivable                             |               |                  
|Prepaid expenses and other assets, net       |               |                  
|                                            
|Total deferred charges and other assets, net |               |                  
|                                            

6.    
          DISCONTINUED OPERATIONS

Effective January 1, 2002, the
Operating Partnership adopted the provisions of FASB No. 144, Accounting for the
Impairment or Disposal of Long-Lived Assets, which supercedes FASB No. 121. FASB No. 144
requires that long-lived assets that are to be disposed of by sale be measured at the
lower of book value or fair value less cost to sell. FASB No. 144 retains the requirements
of FASB No. 121 regarding impairment loss recognition and measurement. In addition, it
requires that one accounting model be used for long-lived assets to be disposed of by sale
and broadens the presentation of discontinued operations to include more disposal
transactions.

On June 30, 2004, the Operating
Partnership identified three office properties, which are located at 3030 L.B.J. Freeway,
Dallas, Texas; 1122 Alma Road, Richardson, Texas; and 84 N.E. Loop 410, San Antonio,
Texas, and which aggregate 636,906 square feet, as held for sale. During the three months
ended June 30, 2004, the Operating Partnership determined that the carrying amounts of the
properties identified as held for sale were not expected to be recovered from estimated
net sale proceeds from these property sales and, accordingly, recognized a valuation
allowance of $11,856 in that period. Such properties carried an aggregate book value of
$32,929, net of accumulated depreciation of $6,310 and a valuation allowance of $11,856 at
June 30, 2004. The Operating Partnership has presented these assets as discontinued
operations in its statements of operations for the periods presented. As the Operating
Partnership sold 1770 St. James Place, Houston, Texas; 111 Soledad, San Antonio, Texas;
and land in Hamilton Township, New Jersey during the year ended December 31, 2003, the
Operating Partnership has also presented these assets as discontinued operations in its
statements of operations for the periods presented.

The following tables summarize income
from discontinued operations and the related realized gains (unrealized losses) on
disposition of rental property, net, for the three and six months ended June 30, 2004 and
2003:

|                                    | Three Months Ended
June 30, | Six Months Ended
June 30, |   |       
|----------------------------------- | --------------------------- | ------------------------- | - | ------
|
|Total revenues                      |                             |                           | $ | 1,819 
|Operating and other expenses        |                             |                           |   | (1,241
|Depreciation and amortization       |                             |                           |   | (435  
|                                   
|Income from discontinued operations |                             |                           | $ | 143   
|                                   

24

---

|                                                  | Three Months Ended
June 30, | Six Months Ended
June 30, |   |        
|------------------------------------------------- | --------------------------- | ------------------------- | - | -------
|
|Realized gain on disposition of rental property   |                             |                           |   | --     
|Unrealized loss on disposition of rental property |                             |                           | $ | (11,856
|                                                 
|Realized gains (unrealized losses) on disposition |                             |                          
|of rental property, net                           |                             |                           | $ | (11,856
|                                                 

7.    
          SENIOR UNSECURED NOTES

A summary of the Operating
Partnerships senior unsecured notes as of June 30, 2004 and December 31, 2003 is as
follows:

|                                                     | June 30,
2004 | December 31,
2003 | Effective
Rate (1)
|---------------------------------------------------- | ------------- | ----------------- | ------------------
|7.000% Senior Unsecured Notes, due March 15, 2004    |               |                   |                   
|7.250% Senior Unsecured Notes, due March 15, 2009    |               |                   | $                 
|7.835% Senior Unsecured Notes, due December 15, 2010 |               |                   |                   
|7.750% Senior Unsecured Notes, due February 15, 2011 |               |                   |                   
|6.150% Senior Unsecured Notes, due December 15, 2012 |               |                   |                   
|5.820% Senior Unsecured Notes, due March 15, 2013    |               |                   |                   
|4.600% Senior Unsecured Notes, due June 15, 2013     |               |                   |                   
|5.125% Senior Unsecured Notes, due February 15, 2014 |               |                   |                   
|                                                    
|Total Senior Unsecured Notes                         |               |                   | $                 
|                                                    

|(1) | Includes
the cost of terminated treasury lock agreements (if any), offering and
               other transaction costs and the discount on the notes, as applicable.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------

On February 9, 2004, the Operating
Partnership issued $100,000 face amount of 5.125 percent senior unsecured notes due
February 15, 2014 with interest payable semi-annually in arrears. The total proceeds from
the issuance (net of selling commissions and discount) of approximately $98,538 were held
until March 15, 2004, when the Operating Partnership used the net proceeds from the sale,
together with borrowings under the unsecured facility and available cash, to repay the
$300 million 7.00 percent notes due March 15, 2004.

On March 15, 2004, the Operating
Partnership retired $300,000 face amount of 7.00 percent senior unsecured notes due on
that date. Funds used for the retirement were obtained from proceeds from the February
2004 $100,000 senior unsecured notes offering, borrowings under the Operating
Partnerships unsecured facility and available cash.

On March 22, 2004, the Operating
Partnership issued $100,000 face amount of 5.125 percent senior unsecured notes due
February 15, 2014 with interest payable semi-annually in arrears. The total proceeds from
the issuance (including premium and net of selling commissions) of approximately $103,137
were used primarily to reduce outstanding borrowings under the Operating
Partnerships unsecured facility.

8.    
          UNSECURED REVOLVING CREDIT FACILITY

In 2002, the Operating Partnership
obtained an unsecured revolving credit facility with a current borrowing capacity of
$600,000 from a group of 15 lenders. The interest rate on outstanding borrowings under the
unsecured facility is currently LIBOR plus 70 basis points. The Operating Partnership may
instead elect an interest rate representing the higher of the lenders prime rate or
the Federal Funds rate plus 50 basis points. The unsecured facility also requires a 20
basis point facility fee on the current borrowing capacity payable quarterly in arrears.
The unsecured facility matures in September 2005, with an extension option of one year,
which would require upon exercise a payment of 25 basis points of the then borrowing
capacity of the credit line.

25

---

In the event of a change in the
Operating Partnerships unsecured debt rating, the interest and facility fee rates
will be adjusted in accordance with the following table:

|Operating Partnership's
Unsecured Debt Ratings:
S&P Moody's/Fitch (a) | Interest Rate -
Applicable Basis Points
Above LIBOR | Facility Fee
Basis Points
|--------------------------------------------------------------------- | --------------------------------------------------- | -------------------------
|No ratings or less than BBB-/Baa3/BBB-                                |                                                     | 120                      
|BBB-/Baa3/BBB-                                                        |                                                     | 95                       
|BBB/Baa2/BBB (current)                                                |                                                     | 70                       
|BBB+/Baa1/BBB+                                                        |                                                     | 65                       
|A-/A3/A- or higher                                                    |                                                     | 60                       

|(a) | If
the Operating Partnership has debt ratings from two rating agencies, one of
               which is Standard & Poors Rating Services (S&P)
or                Moodys Investors Service (Moodys), the rates
per the                above table shall be based on the lower of such ratings. If the
Operating                Partnership has debt ratings from three rating agencies, one of
which is S&P                or Moodys, the rates per the above table shall be
based on the lower of                the two highest ratings. If the Operating
Partnership has debt ratings from only                one agency, it will be considered
to have no rating or less than BBB-/Baa3/BBB-                per the above table.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The terms of the unsecured facility
include certain restrictions and covenants which limit, among other things, the payment of
dividends (as discussed below), the incurrence of additional indebtedness, the incurrence
of liens and the disposition of assets, and which require compliance with financial ratios
relating to the maximum leverage ratio, the maximum amount of secured indebtedness, the
minimum amount of tangible net worth, the minimum amount of debt service coverage, the
minimum amount of fixed charge coverage, the maximum amount of unsecured indebtedness, the
minimum amount of unencumbered property debt service coverage and certain investment
limitations. The dividend restriction referred to above provides that, except to enable
the Corporation to continue to qualify as a REIT under the Code, the Corporation will not
during any four consecutive fiscal quarters make distributions with respect to common
stock or other common equity interests in an aggregate amount in excess of 90 percent of
funds from operations (as defined) for such period, subject to certain other adjustments.

The lending group for the unsecured
facility consists of: JPMorgan Chase Bank, as administrative agent; Fleet National Bank,
as syndication agent; Bank of America, N.A. and Wells Fargo Bank, National Association, as
co-documentation agents; Commerzbank AG, as co-syndication agent; The Bank of Nova Scotia,
Bank One, N.A., Citicorp North America, Inc., and Wachovia Bank, National Association, as
managing agents, PNC Bank, National Association, and SunTrust Bank, as co-agents;
Bayerische Landesbank, Deutsche Bank Trust Company Americas, Chevy Chase Bank, F.S.B. and
Israel Discount Bank of New York, as syndicate members.

SUMMARYAs of June 30, 2004 and December 31,
2003, the Operating Partnership had outstanding borrowings of $98,975 and $0,
respectively, under the unsecured facility.

9.    
          MORTGAGES, LOANS PAYABLE AND OTHER OBLIGATIONS

The Operating Partnership has
mortgages, loans payable and other obligations which primarily consist of various loans
collateralized by certain of the Operating Partnerships rental properties. Payments
on mortgages, loans payable and other obligations are generally due in monthly
installments of principal and interest, or interest only.

26

---

A summary of the Operating
Partnerships mortgages, loans payable and other obligations as of June 30, 2004 and
December 31, 2003 is as follows:

|                                                     |  |  | Principal Balance at         |  | 
|---------------------------------------------------- |  |  | ---------------------------- |  | 
|
|400 Chestnut Ridge                                   |  |  | Prudential Insurance Co.     |  | 
|Mack-Cali Centre VI                                  |  |  | Principal Life Insurance Co. |  | 
|Various (b)                                          |  |  | Prudential Insurance Co.     |  | 
|Mack-Cali Bridgewater I                              |  |  | New York Life Ins. Co.       |  | 
|Mack-Cali Woodbridge II                              |  |  | New York Life Ins. Co.       |  | 
|Mack-Cali Short Hills                                |  |  | Prudential Insurance Co.     |  | 
|500 West Putnam Avenue                               |  |  | New York Life Ins. Co.       |  | 
|Harborside - Plaza 2 and 3                           |  |  | Northwestern/Principal       |  | 
|Mack-Cali Airport                                    |  |  | Allstate Life Insurance Co.  |  | 
|Kemble Plaza I                                       |  |  | Mitsubishi Tr & Bk Co.       |  | 
|2200 Renaissance Boulevard                           |  |  | TIAA                         |  | 
|Soundview Plaza                                      |  |  | TIAA                         |  | 
|Assumed obligations                                  |  |  | --                           |  | 
|                                                    
|Total Mortgages, loans payable and other obligations |  |  |                              |  | 
|                                                    

|(a) | Effective
interest rate for mortgages, loans payable and other obligations                reflects
effective rate of debt, including deferred financing costs, comprised                of
the cost of terminated treasury lock agreements (if any), debt initiation
               costs and other transaction costs, as applicable.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(b) | The
mortgage is secured by 11 properties.
|--- | -----------------------------------------

|(c) | The
obligations mature at various times between December 2004 and May 2009 (see
               Note 3).
|--- | -------------------------------------------------------------------------------------------------------

CASH PAID FOR INTEREST
AND INTEREST CAPITALIZEDCash paid for interest for the six
months ended June 30, 2004 and 2003 was $55,685 and $61,168, respectively. Interest
capitalized by the Operating Partnership for the six months ended June 30, 2004 and 2003
was $1,844 and $4,664, respectively.

SUMMARY OF INDEBTEDNESSAs of June 30, 2004, the
Operating Partnerships total indebtedness of $1,694,500 (weighted average interest rate of 6.41
percent) was comprised of $131,153 of variable rate mortgage debt (weighted average rate
of 1.91 percent) and fixed rate debt and other obligations of $1,563,347 (weighted average
rate of 6.79 percent).

As of December 31, 2003, the
Operating Partnerships total indebtedness of $1,628,584 (weighted average interest rate of 7.10
percent) was comprised of $32,178 of variable rate mortgage debt (weighted average rate of
1.84 percent) and fixed rate debt of $1,596,406 (weighted average rate of 7.21 percent).

10.    
          PARTNERS CAPITAL

Partners capital in the
accompanying consolidated financial statements relates to: (a) General Partners
capital, consisting of common units and Series C preferred units held by the Corporation
in the Operating Partnership, and (b) Limited Partners capital, consisting of common
units held by the limited partners and Series B preferred units.

Any transactions resulting in the
issuance of additional common and preferred stock of the Corporation result in a
corresponding issuance by the Operating Partnership of an equivalent amount of common and
preferred units to the Corporation.

27

---

GENERAL PARTNER:

PREFERRED STOCKOn March 14, 2003, in a publicly
registered transaction with a single institutional buyer, the Corporation completed the
sale and issuance of 10,000 shares of eight-percent Series C cumulative redeemable
perpetual preferred stock (Series C Preferred Stock) in the form of 1,000,000
depositary shares ($25 stated value per depositary share). Each depositary share
represents 1/100th of a share of Series C Preferred Stock. The Corporation received net
proceeds of approximately $24,836 from the sale.

The Series C Preferred Stock has
preference rights with respect to liquidation and distributions over the common stock.
Holders of the Series C Preferred Stock, except under certain limited conditions, will not
be entitled to vote on any matters. In the event of a cumulative arrearage equal to six
quarterly dividends, holders of the Series C Preferred Stock will have the right to elect
two additional members to serve on the Corporations Board of Directors until
dividends have been paid in full. At June 30, 2004, there were no dividends in arrears.
The Corporation may issue unlimited additional preferred stock ranking on a parity with
the Series C Preferred Stock but may not issue any preferred stock senior to the Series C
Preferred Stock without the consent of two-thirds of its holders. The Series C Preferred
Stock is essentially on an equivalent basis in priority with the Preferred Units.

Except under certain conditions
relating to the Corporations qualification as a REIT, the Series C Preferred Stock
is not redeemable prior to March 14, 2008. On and after such date, the Series C Preferred
Stock will be redeemable at the option of the Corporation, in whole or in part, at $25 per
depositary share, plus accrued and unpaid dividends.

REPURCHASE OF GENERAL
PARTNER UNITSOn September 13, 2000, the Board of
Directors of the Corporation authorized an increase to the Corporations repurchase
program under which the Corporation was permitted to purchase up to an additional $150,000
of the Corporations outstanding common stock (Repurchase Program). From
that date through its last purchases on January 10, 2003, the Corporation purchased and
retired, under the Repurchase Program, 3,746,400 shares of its outstanding common stock
for an aggregate cost of approximately $104,512. Concurrent with these purchases, the
Corporation sold to the Operating Partnership 3,746,400 of its outstanding common units
for an aggregate cost of approximately $104,512. The Corporation has a remaining
authorization to repurchase up to an additional $45,488 of its outstanding common stock,
which it may repurchase from time to time in open market transactions at prevailing prices
or through privately negotiated transactions.

STOCK OPTION PLANSIn May 2004, the Corporation
established the 2004 Incentive Stock Plan under which a total of 2,500,000 shares have
been reserved for issuance. No options have been granted through June 30, 2004 under this
plan. In September 2000, the Corporation established the 2000 Employee Stock Option Plan
(2000 Employee Plan) and the 2000 Director Stock Option Plan (2000
Director Plan). In May 2002, shareholders of the Corporation approved amendments to
both plans to increase the total shares reserved for issuance under both of the 2000 plans
from 2,700,000 to 4,350,000 shares of the Corporations common stock (from 2,500,000
to 4,000,000 shares under the 2000 Employee Plan and from 200,000 to 350,000 shares under
the 2000 Director Plan). In 1994, and as subsequently amended, the Corporation established
the Mack-Cali Employee Stock Option Plan (Employee Plan) and the Mack-Cali
Director Stock Option Plan (Director Plan) under which a total of 5,380,188
shares (subject to adjustment) of the Corporations common stock have been reserved
for issuance (4,980,188 shares under the Employee Plan and 400,000 shares under the
Director Plan). Stock options granted under the Employee Plan in 1994 and 1995 became
exercisable over a three-year period. Stock options granted under the 2000 Employee Plan
and those options granted subsequent to 1995 under the Employee Plan become exercisable
over a five-year period. All stock options granted under both the 2000 Director Plan and
Director Plan become exercisable in one year. All options were granted at the fair market
value at the dates of grant and have terms of ten years. As of June 30, 2004 and December
31, 2003, the stock options outstanding had a weighted average remaining contractual life
of approximately 6.9 and 6.9 years, respectively.

28

---

Information regarding the
Corporations stock option plans is summarized below:

|                                     | Shares Under Options | Weighted Average
Exercise Price
|------------------------------------ | -------------------- | -------------------------------
|Outstanding at January 1, 2004       |                      |                                
|Granted                              |                      |                                
|Exercised                            |                      |                                
|Lapsed or canceled                   |                      |                                
|                                    
|Outstanding at June 30, 2004         |                      |                                
|                                    
|Options exercisable at June 30, 2004 |                      |                                
|Available for grant at June 30, 2004 |                      |                                
|                                    

The Operating Partnership recognized
stock options expense of $285 and $50 for the three months ended June 30, 2004 and 2003,
respectively and $334 and $88 for the six months ended June 30, 2004 and 2003,
respectively. Included in stock options expense for the three and six month periods ended
June 30, 2004 was a stock option charge of $246, which resulted from the accelerated
vesting of 24,000 unvested options related to the resignation of Timothy M. Jones (see
Note 12  Management Changes.)

STOCK WARRANTSInformation regarding the
Corporations stock warrants (Stock Warrants), which enable the holders
to purchase an equal number of shares of the Corporations common stock at the
respective exercise price, is summarized below:

|                               | Shares Under Warrants | Weighted Average
Exercise Price
|------------------------------ | --------------------- | -------------------------------
|Outstanding at January 1, 2004 |                       |                                
|Exercised                      |                       |                                
|Lapsed or canceled             |                       |                                
|                              
|Outstanding at June 30, 2004   |                       |                                
|                              
|Exercisable at June 30, 2004   |                       |                                
|                              

As of June 30, 2004, there were no
Stock Warrants outstanding.

STOCK COMPENSATIONThe Corporation has granted stock
awards to officers, certain other employees, and non-employee members of the Board of
Directors of the Corporation, which allow the holders to each receive a certain amount of
shares of the Corporations common stock generally over a one to five-year vesting
period. Certain Restricted Stock Awards are contingent upon the Corporation meeting
certain performance and/or stock price appreciation objectives. All Restricted Stock
Awards provided to the officers and certain other employees were granted under the 2000
Employee Plan and the Employee Plan. Restricted Stock Awards granted to directors were
granted under the 2000 Director Plan.

Information regarding the Restricted
Stock Awards is summarized below:

|                               | Shares
|------------------------------ | ------
|Outstanding at January 1, 2004 |       
|Granted                        |       
|Vested (a)                     |       
|Canceled (a)                   |       
|                              
|Outstanding at June 30, 2004   |       
|                              

|(a) | In
conjunction with the resignation of Timothy M. Jones, 19,285 shares of
               unvested Restricted Stock Awards were vested on an accelerated basis and
19,284                shares of unvested Restricted Stock Awards were canceled in May
2004 (see Note                12  Management Changes.)
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

29

---

DEFERRED STOCK
COMPENSATION PLAN FOR DIRECTORSThe Deferred Compensation Plan for
Directors, which commenced January 1, 1999, allows non-employee directors of the
Corporation to elect to defer up to 100 percent of their annual retainer fee into deferred
stock units. The deferred stock units are convertible into an equal number of shares of
common stock upon the directors termination of service from the Board of Directors
or a change in control of the Corporation, as defined in the plan. Deferred stock units
are credited to each director quarterly using the closing price of the Corporations
common stock on the applicable dividend record date for the respective quarter. Each
participating directors account is also credited for an equivalent amount of
deferred stock units based on the dividend rate for each quarter.

During the six months ended June 30,
2004 and 2003, 3,128 and 3,345 deferred stock units were earned, respectively. As of June
30, 2004 and December 31, 2003, there were 26,107 and 23,131 director stock units
outstanding, respectively.

LIMITED PARTNERS
CAPITAL:

SERIES B PREFERRED UNITSThe Series B Preferred Units have a
stated value of $1,000 per unit and are preferred as to assets over any class of common
units or other class of preferred units of the Operating Partnership, based on
circumstances per the applicable unit certificates. The quarterly distribution on each
Series B Preferred Unit is an amount equal to the greater of (i) $16.875 (representing
6.75 percent of the Series B Preferred Unit stated value of an annualized basis) or (ii)
the quarterly distribution attributable to a Series B Preferred Unit determined as if such
unit had been converted into common units, subject to adjustment for customary
anti-dilution rights. Each of the Series B Preferred Units may be converted at any time
into common units at a conversion price of $34.65 per unit. Common units received pursuant
to such conversion may be redeemed for an equal number of shares of common stock. At any
time after June 11, 2005, the Operating Partnership may cause the mandatory conversion of
the Series B Preferred Units into common units at the conversion price of $34.65 per unit
if, for at least 20 of the prior consecutive 30 days, the closing price of the
Corporations common stock equals or exceeds $34.65. The Operating Partnership is
prohibited from taking certain actions that would adversely affect the rights of the
holders of Series B Preferred Units without the consent of at least 66 2/3 percent of the
outstanding Series B Preferred Units, including authorizing, creating or issuing any
additional preferred units ranking senior to or equal with the Series B Preferred Units;
provided, however, that such consent is not required if the Operating Partnership issues
preferred units ranking equal (but not senior) to the Series B Preferred Units in an
aggregate amount up to the greater of (a) $200,000 in stated value or (b) 10 percent of
the sum of (1) the combined market capitalization of the Corporations common stock
and the Operating Partnerships common units and Series B Preferred Units, as if
converted into common stock, and (2) the aggregate liquidation preference on any of the
Corporations non-convertible preferred stock or the Operating Partnerships
non-convertible preferred units. As of June 30, 2004, the calculation in the above clause
(b) was $311,198.

As of June 30, 2004 and December 31,
2003, the Operating Partnership had 215,018 Series B Preferred Units outstanding
(convertible into 6,205,425 and 6,205,425 common units), respectively.

COMMON UNITSCertain individuals and entities own
common units in the Operating Partnership. A common unit and a share of common stock of
the Corporation have substantially the same economic characteristics in as much as they
effectively share equally in the net income or loss of the Operating Partnership. Common
units are redeemable by the common unitholders at their option, subject to certain
restrictions, on the basis of one common unit for either one share of common stock or cash
equal to the fair market value of a share at the time of the redemption. The Corporation
has the option to deliver shares of common stock in exchange for all or any portion of the
cash requested. The common unitholders may not put the units for cash to the Corporation
or the Operating Partnership. When a unitholder redeems a common unit for common stock of
the Corporation, limited partners capital is reduced and the General Partners
capital is increased.

30

---

EARNINGS PER UNITBasic EPU excludes dilution and is
computed by dividing net income available to common unitholders by the weighted average
number of units outstanding for the period. Diluted EPU reflects the potential dilution
that could occur if securities or other contracts to issue common units were exercised or
converted into common units.

The following information presents
the Operating Partnerships results for the three months ended June 30, 2004 and 2003 in
accordance with FASB No. 128:

|                                                                  | Three Months Ended
June 30, | 
|----------------------------------------------------------------- | --------------------------- | 
|
|Income from continuing operations                                 |                             | 
|Deduct:  Preferred unit distributions                             |                             | 
|                                                                 
|Income from continuing operations available to common unitholders |                             | 
|Income from discontinued operations                               |                             | 
|                                                                 
|Net income available to common unitholders                        |                             | 
|                                                                 
|Weighted average common units                                     |                             | 
|                                                                 
|                                                                  |                             | 
|Basic EPU:                                                        |                             | 
|Income from continuing operations                                 |                             | 
|Income from discontinued operations                               |                             | 
|                                                                 
|Net income available to common unitholders                        |                             | 
|                                                                 

|                                                                               | Three Months Ended
June 30, | 
|------------------------------------------------------------------------------ | --------------------------- | 
|
|Income from continuing operations available to common unitholders              |                             | 
|Add: Income from continuing operations attributable to Operating Partnership - |                             | 
|Series B Preferred units                                                       |                             | 
|                                                                              
|Income from continuing operations for diluted earnings per unit                |                             | 
|Income from discontinued operations for diluted earnings per unit              |                             | 
|                                                                              
|Net income available to common unitholders                                     |                             | 
|                                                                              
|Weighted average common units                                                  |                             | 
|                                                                              
|                                                                               |                             | 
|Diluted EPU:                                                                   |                             | 
|Income from continuing operations                                              |                             | 
|Income from discontinued operations                                            |                             | 
|                                                                              
|Net income available to common unitholders                                     |                             | 
|                                                                              

31

---

The following information presents
the Operating Partnerships results for the six months ended June 30, 2004 and 2003
in accordance with FASB No. 128:

|                                                                  | Six Months Ended
June 30, | 
|----------------------------------------------------------------- | ------------------------- | 
|
|Income from continuing operations                                 |                           | 
|Deduct: Preferred unit distributions                              |                           | 
|                                                                 
|Income from continuing operations available to common unitholders |                           | 
|Income from discontinued operations                               |                           | 
|                                                                 
|Net income available to common unitholders                        |                           | 
|                                                                 
|Weighted average common units                                     |                           | 
|                                                                 
|                                                                  |                           | 
|Basic EPU:                                                        |                           | 
|Income from continuing operations                                 |                           | 
|Income from discontinued operations                               |                           | 
|                                                                 
|Net income available to common unitholders                        |                           | 
|                                                                 

|                                                                               | Six Months Ended
June 30, | 
|------------------------------------------------------------------------------ | ------------------------- | 
|
|Income from continuing operations available to common unitholders              |                           | 
|Add: Income from continuing operations attributable to Operating Partnership - |                           | 
|Series B Preferred units                                                       |                           | 
|                                                                              
|Income from continuing operations for diluted earnings per unit                |                           | 
|Income from discontinued operations for diluted earnings per unit              |                           | 
|                                                                              
|Net income available to common unitholders                                     |                           | 
|                                                                              
|Weighted average common units                                                  |                           | 
|                                                                              
|                                                                               |                           | 
|Diluted EPU:                                                                   |                           | 
|Income from continuing operations                                              |                           | 
|Income from discontinued operations                                            |                           | 
|                                                                              
|Net income available to common unitholders                                     |                           | 
|                                                                              

The following schedule reconciles the
shares used in the basic EPU calculation to the shares used in the diluted EPU
calculation:

|                   | Three Months Ended
June 30, | Six Months Ended
June 30, |  |       
|------------------ | --------------------------- | ------------------------- |  | ------
|
|Basic EPU units    |                             |                           |  | 68,177
|Add: Stock options |                             |                           |  | 467   
|Stock Warrants     |                             |                           |  | 1     
|                  
|Diluted EPU Units  |                             |                           |  | 68,645
|                  

Not included in the computations of
diluted EPU were 5,000 and 1,502,605 stock options; 0 and 339,976 Stock Warrants; and
6,205,425 and 6,219,316 Series B Preferred Units, as such securities were anti-dilutive
during the three months ended June 30, 2004 and 2003, respectively. Also excluded from
diluted EPU computations were 4,615 and 1,538,605 stock options; 0 and 562,976 Stock
Warrants; and 6,205,425 and 6,224,980 Series B Preferred Units, as such securities were
anti-dilutive during the six months ended June 30, 2004 and 2003, respectively. Unvested
restricted stock outstanding as of June 30, 2004 and 2003 were 187,703 and 269,869,
respectively.

32

---

11.    
          EMPLOYEE BENEFIT 401(k) PLAN

All employees of the Corporation who meet certain minimum age and period of service requirements are eligible
to participate in a 401(k) defined contribution plan (the 401(k) Plan). The
401(k) Plan allows eligible employees to defer up to 15 percent of their annual
compensation, subject to certain limitations imposed by federal law. The amounts
contributed by employees are immediately vested and non-forfeitable. The Corporation, at managements discretion, may match employee contributions and/or make
discretionary contributions. Total expense recognized by the Operating Partnership for the
three months ended June 30, 2004 and 2003 was $100 and $100, respectively, and for the six
months ended June 30, 2004 and 2003 was $200 and $200, respectively.

12.    
          COMMITMENTS AND CONTINGENCIES

Management ChangesOn May 7, 2004, the Corporation
announced the resignation of Timothy M. Jones as President and an employee of the
Corporation, effective as of May 7, 2004 (the Effective Date). Subsequent to
the Effective Date, Mr. Jones is serving as a consultant to the Corporation until December
31, 2004.

In addition, the Corporation
announced that as of the Effective Date, Mitchell E. Hersh, Chief Executive Officer, was
appointed to the additional position of President, and will continue to serve as Chief
Executive Officer and President.

In consideration of Mr. Jones
years of outstanding service to the Corporation and his service as a consultant to the
Corporation, on the Effective Date, outstanding and unvested options to acquire 24,000
shares of the Corporations Common Stock granted to Mr. Jones on December 5, 2000
pursuant to the Corporations employee stock option plans (the Plans),
which were not scheduled to vest until December 31, 2004, were declared fully vested and
exercisable in accordance with the provisions of the Plans. Also on the Effective Date,
19,285 shares of unvested restricted stock which were originally granted to Mr. Jones
pursuant to Restricted Stock Award agreements dated as of July 1, 1999 (as amended by the
First Amendment thereto dated January 2, 2003) and January 2, 2003 and were subject to
deferred vesting as described in such Restricted Stock Award agreements, were declared
fully vested in accordance with the provisions of the Restricted Stock Award agreements.
An additional 19,284 outstanding and unvested Restricted Stock Awards previously granted
to Mr. Jones pursuant to the Restricted Stock Award agreements were canceled on the
Effective Date in accordance with the provisions of the Plans.

In connection with the vesting of
19,285 Restricted Stock Awards of Mr. Jones on the Effective Date, Mr. Jones received a
tax gross-up payment from the Operating Partnership in accordance with the provisions of
the Restricted Stock Awards, which payment was calculated based on the closing price of
the Corporations Common Stock on the business day immediately preceding the
Effective Date.

In conjunction with the resignation
of Mr. Jones, the Operating Partnership incurred compensation expense of approximately
$1,254, which is included in general and administrative expense for the three and six
month periods ended June 30, 2004, on account of the accelerated vesting of stock options
and Restricted Stock Awards, and the related tax gross-up payment on the Restricted Stock
Awards

TAX ABATEMENT AGREEMENTSHarborside Financial
CenterPursuant to an agreement with the
City of Jersey City, New Jersey, the Operating Partnership is required to make payments in
lieu of property taxes (PILOT) on its Harborside Plaza 2, 3, 4-A and 5
properties. The Plaza 2 and 3 agreement, which commenced in 1990, is for a term of 15
years. Such PILOT is equal to two percent of Total Project Costs, as defined, in year one
and increases by $75 per annum through year 15. Total Project Costs, as defined, are
$145,644. The PILOT totaled $972 and $953 for the three months ended June 30, 2004 and
2003, respectively, and $1,944 and $1,906 for the six months ended June 30, 2004 and 2003,
respectively.

The Plaza 4-A agreement, which
commenced in 2000, is for a term of 20 years. The PILOT is equal to two percent of Total
Project costs, as defined, and increases by 10 percent in years 7, 10 and 13 and by 50
percent in year 16. Total Project costs, as defined, are $45,497. The PILOT totaled $227
and $227 for the three months ended June 30, 2004 and 2003, respectively, and $455 and
$455 for the six months ended June 30, 2004 and 2003, respectively.

33

---

The Plaza 5 agreement, which
commenced in 2002 upon substantial completion of the property, as defined, is for a term
of 20 years. The PILOT is equal to two percent of Total Project Costs, as defined, and
increases by 10 percent in years 7, 10 and 13, and by 50 percent in year 16. Total Project
Costs, as defined are $159,625. The PILOT totaled $798 and $961 for the three months ended
June 30, 2004 and 2003, respectively, and $1,596 and $1,623 for the six months ended June
30, 2004 and 2003, respectively.

LITIGATIONOn May 8, 2003, an adversary
proceeding arising out of the bankruptcy of Broadband Office, Inc. (BBO) was
commenced by BBO and the Official Committee of Unsecured Creditors of BBO
(Plaintiffs) in the United States Bankruptcy Court for the District of
Delaware. On August 25, 2003, the Plaintiffs filed an Amended Complaint. As amended, the
Complaint names as defendants the Operating Partnership, the chief executive officer of
the Corporation, and certain alleged affiliates of the Operating Partnership (the
Mack-Cali Defendants). Also named as defendants are seven other real estate
investment trusts or partnerships (REITs) that invested in BBO and the eight
individuals designated by the REITs to serve on the Board of Directors of BBO. Plaintiffs
assert, among other things, that the Mack-Cali Defendants breached fiduciary duties to
BBO, its minority shareholders (other than the REITs) and its creditors by approving a
spin-off of BBOs assets to a newly created entity, and approving the sale of
BBOs remaining assets to Yipes, Inc., both for allegedly inadequate consideration.
Plaintiffs seek an unspecified amount of compensatory and punitive damages in connection
with their fiduciary duty claims. In addition, Plaintiffs seek to avoid all payments and
other transfers made to the Mack-Cali Defendants within one year of BBOs bankruptcy
filing under various provisions of the Bankruptcy Code, and to obtain turnover
of certain property under Section 542(b) of the Bankruptcy Code. On July 8, 2003, the
district court withdrew the reference of this proceeding to the bankruptcy court, and the
action is now pending in the United States District Court for the District of Delaware.
The Mack-Cali Defendants have denied the claims asserted in the Amended Complaint, and
believe they have substantial defenses to the claims asserted against them. In the second
quarter of 2004, the parties reached an agreement to settle this action which is subject
to court approvals. The Operating Partnership paid approximately $175 in such settlement,
which is included in general and administrative expense for the three and six month
periods ended June 30, 2004. The Operating Partnership does not believe that the ultimate
resolution of this matter will have a material adverse effect on the Operating
Partnerships financial condition taken as a whole.

The Operating Partnership is a
defendant in other litigation arising in the normal course of its business activities.
Management does not believe that the ultimate resolution of these matters will have a
materially adverse effect upon the Operating Partnerships financial condition taken
as whole.

GROUND LEASE AGREEMENTSFuture minimum rental payments under
the terms of all non-cancelable ground leases under which the Operating Partnership is the
lessee, as of June 30, 2004, are as follows:

|Year                             | Amount
|-------------------------------- | ------
|July 1 through December 31, 2004 |       
|2005                             |       
|2006                             |       
|2007                             |       
|2008                             |       
|2009 through 2080                |       
|                                
|Total                            |       
|                                

Ground lease expense incurred by the
Operating Partnership during the three months ended June 30, 2004 and 2003 amounted to $42
and $232, respectively.

34

---

OTHERThe Operating Partnership may not
dispose of or distribute certain of its properties, currently comprising 141 properties
with an aggregate net book value of approximately $1,797,925, which were originally
contributed by members of either the Mack Group (which includes William L. Mack, Chairman
of the Corporations Board of Directors; David S. Mack, a director of the
Corporation; Earle I. Mack, a former director of the Corporation; and Mitchell E. Hersh,
president, chief executive officer and director of the Corporation), the Robert Martin
Group (which includes Martin W. Berger, a former director of the Corporation; Robert F.
Weinberg, a director of the Corporation; and Timothy M. Jones, former president of the
Corporation) or the Cali Group (which includes John R. Cali, a director of the Corporation
and John J. Cali, a former director of the Corporation) without the express written
consent of a representative of the Mack Group, the Robert Martin Group or the Cali Group,
as applicable, except in a manner which does not result in recognition of any
built-in-gain (which may result in an income tax liability) or which reimburses the
appropriate Mack Group, Robert Martin Group or Cali Group members for the tax consequences
of the recognition of such built-in-gains (collectively, the Property
Lock-Ups). The aforementioned restrictions do not apply in the event that the
Operating Partnership sells all of its properties or in connection with a sale transaction
which the Corporations Board of Directors determines is reasonably necessary to
satisfy a material monetary default on any unsecured debt, judgment or liability of the
Operating Partnership or the Corporation or to cure any material monetary default on any mortgage secured by a
property. The Property Lock-Ups expire periodically through 2008. Upon the expiration of
the Property Lock-Ups, the Operating Partnership is required to use commercially
reasonable efforts to prevent any sale, transfer or other disposition of the subject
properties from resulting in the recognition of built-in gain to the appropriate Mack
Group, Robert Martin Group or Cali Group members.

13.    
          TENANT LEASES

The Properties are leased to tenants
under operating leases with various expiration dates through 2020. Substantially all of
the leases provide for annual base rents plus recoveries and escalation charges based upon
the tenants proportionate share of and/or increases in real estate taxes and certain
operating costs, as defined, and the pass-through of charges for electrical usage.

Future minimum rentals to be received
under non-cancelable operating leases at June 30, 2004 are as follows:

|Year                             | Amount
|-------------------------------- | ------
|July 1 through December 31, 2004 |       
|2005                             |       
|2006                             |       
|2007                             |       
|2008                             |       
|2009 and thereafter              |       
|                                
|Total                            |       
|                                

14.    
          SEGMENT REPORTING

The Operating Partnership operates in
one business segment  real estate. The Operating Partnership provides leasing,
management, acquisition, development, construction and tenant-related services for its
portfolio. The Operating Partnership does not have any foreign operations. The accounting
policies of the segments are the same as those described in Note 2, excluding
straight-line rent adjustments and depreciation and amortization.

The Operating Partnership evaluates
performance based upon net operating income from the combined properties in the segment.

Selected results of operations for
the three and six months ended June 30, 2004 and 2003 and selected asset information as of
June 30, 2004 and December 31, 2003 regarding the Operating Partnerships operating
segment are as follows:

35

---

|                                     | Total Segment | Corporate & Other (e) | Total Operating
Partnership |          
|------------------------------------ | ------------- | --------------------- | --------------------------- | ---------
|Total contract revenues (a):         |               |                       |                             |          
|Three months ended:                  |               |                      
|June 30, 2004                        |               |                       | $                           | 142,794  
|June 30, 2003                        |               |                       |                             | 133,672  
|Six months ended:                    |               |                      
|June 30, 2004                        |               |                       | $                           | 282,124  
|June 30, 2003                        |               |                       |                             | 271,296  
|                                     |               |                      
|Total operating and interest (b):    |               |                      
|Three months ended:                  |               |                      
|June 30, 2004                        |               |                       | $                           | 44,990   
|June 30, 2003                        |               |                       |                             | 42,665   
|Six months ended:                    |               |                      
|June 30, 2004                        |               |                       | $                           | 90,340   
|June 30, 2003                        |               |                       |                             | 88,748   
|                                     |               |                      
|Equity in earnings of unconsolidated |               |                      
|joint ventures:                      |               |                      
|Three months ended:                  |               |                      
|June 30, 2004                        |               |                       | $                           | 1,090    
|June 30, 2003                        |               |                       |                             | 6,819    
|Six months ended:                    |               |                      
|June 30, 2004                        |               |                       | $                           | 1,267    
|June 30, 2003                        |               |                       |                             | 9,199    
|                                     |               |                      
|Net operating income (c):            |               |                      
|Three months ended:                  |               |                      
|June 30, 2004                        |               |                       | $                           | 98,894   
|June 30, 2003                        |               |                       |                             | 97,826   
|Six months ended:                    |               |                      
|June 30, 2004                        |               |                       | $                           | 193,050  
|June 30, 2003                        |               |                       |                             | 191,747  
|                                     |               |                      
|Total assets:                        |               |                      
|June 30, 2004                        |               |                       | $                           | 3,792,779
|December 31, 2003                    |               |                       |                             | 3,656,127
|                                     |               |                      
|Total long-lived assets (d):         |               |                      
|June 30, 2004                        |               |                       | $                           | 3,658,243
|December 31, 2003                    |               |                       |                             | 3,526,624
|                                    

|(a) | Total
contract revenues represent all revenues during the period (including the
               Operating Partnerships share of net income from unconsolidated joint
               ventures), excluding adjustments for straight-lining of rents and the
Operating                Partnerships share of straight-line rent adjustments from
unconsolidated                joint ventures. All interest income is excluded from
segment amounts and is                classified in Corporate & Other for all
periods.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(b) | Total
operating and interest expenses represent the sum of real estate taxes,
               utilities, operating services, general and administrative and interest
expense.                All interest expense (including for property-level mortgages) is
excluded from                segment amounts and classified in Corporate & Other for
all periods.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(c) | Net
operating income represents total contract revenues [as defined in Note (a)]
               less total operating and interest expenses [as defined in Note (b)] for
the                period.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

36

---

|(d) | Long-lived
assets are comprised of total rental property, unbilled rents                receivable
and investments in unconsolidated joint ventures.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------

|(e) | Corporate
& Other represents all corporate-level items (including interest                and
other investment income, interest expense and non-property general and
               administrative expense) as well as intercompany eliminations necessary to
               reconcile to consolidated Operating Partnership totals.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(f) | Excludes
$2,914 of adjustments for straight-lining of rents, $434 for rent
               adjustment on above/below market leases, and $146 for the Operating
               Partnerships share of straight-line rent adjustments from
unconsolidated                joint ventures.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(g) | Excludes
$3,230 of adjustments for straight-lining of rents and $949 for the
               Operating Partnerships share of straight-line rent adjustments from
               unconsolidated joint ventures.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(h) | Excludes
$5,962 of adjustments for straight-lining of rents, $447 for rent
               adjustment on above/below market leases, and $289 for the Operating
               Partnerships share of straight-line rent adjustments from
unconsolidated                joint ventures.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(i) | Excludes
$5,637 of adjustments for straight-lining of rents and $1,953 for the
               Operating Partnerships share of straight-line rent adjustments from
               unconsolidated joint ventures.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(j) | Excludes
$32,651 of depreciation and amortization.
|--- | --------------------------------------------------

|(k) | Excludes
$28,691 of depreciation and amortization.
|--- | --------------------------------------------------

|(l) | Excludes
$63,337 of depreciation and amortization.
|--- | --------------------------------------------------

|(m) | Excludes
$57,296 of depreciation and amortization.
|--- | --------------------------------------------------

15.     IMPACT
OF RECENTLY-ISSUED ACCOUNTING STANDARDS

FASB No. 150In May 2003, the FASB issued FASB No.
150, Accounting for Certain Financial Instruments with Characteristics of both Liabilities
and Equity. FASB No. 150 establishes standards for the classification and measurement of
certain financial instruments with characteristics of both liabilities and equity. It
requires that an issuer classify a financial instrument that is within its scope as a
liability (or an asset in some circumstances). In particular, it requires that mandatorily
redeemable financial instruments be classified as liabilities and reported at fair value
and that changes in their fair values be reported as interest cost. Except as explained
below, FASB No. 150 was effective for the Operating Partnership as of July 1, 2003.

On November 7, 2003, the FASB
indefinitely deferred the classification and measurement provisions of SFAS No. 150 as
they apply to certain mandatorily redeemable noncontrolling interests. This deferral is
expected to remain in effect while these provisions are further evaluated by the FASB. As
of June 30, 2004, the deferral of certain provisions of FASB No. 150 is not expected to
have a material impact on the Operating Partnerships financial statements.

EITF 03-6 In March 2004,  the
 Emerging  Issues Task Force  reached a final  consensus  regarding  Issue 03-6,
 Participating Securities  and the  Two-Class  Method under SFAS 128,  (EITF  03-6).
 The issue  addresses a number of questions regarding the  computation of earnings per
share by companies that have issued  securities  other than common stock that
 participate in dividends and earnings of the issuing entity.  Such securities are
 contractually  entitled to receive  dividends  when and if the entity  declares
 dividends on common stock.  The issue also  provides  further guidance on applying the
two-class  method of calculating  earnings per share once it is determined that a
security its participating.  The two-class method is an earnings  allocation formula that
determines  earnings per share for each class of common  stock and  participating
 security  according  to dividends  declared  (or  accumulated)  and participation
 rights in  undistributed  earnings.  This consensus is effective for the period ending
June 30, 2004 and is applied by restating  previously  reported  earnings  per share.
Upon adoption of EITF 03-6, the Operating Partnership determined that its Series B Preferred Units are participating securities, however, their classification as participating securities had no
impact on the Operating Partnership's computation or presentation of basic or diluted EPU for all periods presented.

16.     SUBSEQUENT
EVENTS

Property Sales On August 5, 2004,
the Operating Partnership entered into a purchase and sale agreement to sell 340 Mt.
Kemble Avenue (known as Kemble Plaza I), a 387,000 square-foot office property located in
Morris Township, Morris County, New Jersey.  The sales price, pursuant to the agreement,
is $77,000.

37

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Item 2.       
   Management's Discussion and Analysis of Financial Condition and Results Of Operations

GENERAL

The following discussion should be
read in conjunction with the Consolidated Financial Statements of Mack-Cali Realty, L.P.
and the notes thereto (collectively, the Financial Statements). Certain
defined terms used herein have the meaning ascribed to them in the Financial Statements.

Executive Overview

Mack-Cali Realty Corporation is one
of the largest real estate investment trusts (REITs) in the United States, with a total
market capitalization of $4.8 billion at June 30, 2004. The Operating Partnership has been
involved in all aspects of commercial real estate development, management and ownership
for over 50 years. The Operating Partnership owns or has interests in 270 properties
(collectively, the Properties), primarily class A office and office/flex
buildings, totaling approximately 30.0 million square feet, leased to approximately 2,100
tenants. The properties are located primarily in suburban markets of the Northeast, some
with adjacent, Operating Partnership-controlled developable land sites able to accommodate
up to 9.0 million square feet of additional commercial space.

The Operating Partnerships
strategy is to be a significant real estate owner and operator in its core,
high-barriers-to-entry markets, primarily in the Northeast.

As an owner of real estate, almost
all of the Operating Partnerships earnings and cash flow is derived from rental
revenue received pursuant to leased office space at the Properties. Key factors that
affect the Operating Partnerships business and financial results include the
following:

- the general economic climate;
- the occupancy rates of the Properties;
- rental rates on new or renewed leases;
- tenant improvement and leasing costs incurred to obtain and retain tenants;
- the extent of early lease terminations;
- operating expenses;
- cost of capital; and
- the extent of acquisitions, development and sales of real estate.

Any negative effects of the above key
factors could potentially cause a deterioration in the Operating Partnerships
revenue and/or earnings. Such negative effects could include: (1) failure to renew or
execute new leases as current leases expire; (2) failure to renew or execute new leases
with rental terms at or above the terms of in-place leases; and (3) tenant defaults.

A failure to renew or execute new
leases as current leases expire or to execute new leases with rental terms at or above the
terms of in-place leases may be affected by several factors such as: (1) the local
economic climate, which may be adversely impacted by business layoffs or downsizing,
industry slowdowns, changing demographics and other factors; and (2) local real estate
conditions, such as oversupply of office and office/flex space or competition within the
market.

As a result of the economic climate
since 2001, substantially all of the real estate markets the Operating Partnership
operates in materially softened. Demand for office space declined significantly and
vacancy rates increased in each of the Operating Partnerships core markets over the
period. Through July 31, 2004, the Operating Partnerships core markets continued to
be weak. Principally on account of recent acquisitions, and occupancy gains outside of the
Operating Partnerships core markets, the percentage leased in the Operating
Partnerships consolidated portfolio of stabilized operating properties increased to
92.2 percent at June 30, 2004, as compared to 91.1 percent at March 31, 2004 and 91.5
percent at December 31, 2003. Percentage leased includes all leases in effect as of the
period end date, some of which have commencement dates in the future and leases that
expire at the period end date. Excluded from percentage leased at June 30, 2004 is a
non-strategic, non-core 318,224 square-foot property acquired through a deed in lieu of
foreclosure, which was 71.1 percent leased at June 30, 2004. Leases that expired as of
June 30, 2004, March 31, 2004 and December 31, 2003 aggregate 71,925, 31,291 and 143,059
square feet, respectively, or 0.3, 0.1 and 0.5 percentage of the net rentable square
footage, respectively. Market rental rates have declined in most markets from peak levels
in late 2000 and early 2001. Rental rates on the Operating Partnerships space that
was re-leased (based on first rents payable) during the three months ended June 30, 2004
decreased an average of 7.9 percent compared to rates that were in effect under expiring
leases, as compared to a 7.7 percent decrease for the same period in 2003. The Operating
Partnership believes that vacancy rates may continue to increase in most of its markets
for the remainder of 2004. As a result, the Operating Partnerships future earnings
and cash flow may be negatively impacted.

38

---

The remaining portion of this
Managements Discussion and Analysis of Financial Condition and Results of Operations
should help the reader understand:

- property transactions during the period;
- critical accounting policies and estimates;
- results of  operations  for the three and six month  periods  ended June 30,  2004 as compared to the same
         periods last year; and
- liquidity and capital resources.

Property Transactions
in 2004

Thus far in 2004, the Operating
Partnership acquired the following office properties:

|Acquisition
Date             | Property/Address | Location | # of
Bldgs.               | Rentable
Square Feet | Investment by
Company (a)
(in thousands)
|---------------------------- | ---------------- | -------- | ------------------------- | -------------------- | ----------------------------------------
|04/14/04                     |                  |          | 5 Wood Hollow Road (b)    |                      |                                         
|05/12/04                     |                  |          | 210 South 16th Street (c) |                      |                                         
|06/01/04                     |                  |          | 30 Knightsbridge Road (d) |                      |                                         
|06/01/04                     |                  |          | 412 Mt. Kemble Avenue (d) |                      |                                         
|                            
|Total Property Acquisitions: |                  |          |                           |                      |                                         
|                            

|(a) | Amounts
are as of June 30, 2004.
|--- | --------------------------------

|(b) | Transaction
was funded primarily through borrowing on the Operating                Partnerships
revolving credit facility.
|--- | ---------------------------------------------------------------------------------------------------------------------------

|(c) | Property
was acquired through Operating Partnerships receipt of a deed in
               lieu of foreclosure in satisfaction of the Operating Partnerships
mortgage                note receivable, which was collateralized by the acquired
property.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(d) | Properties
were acquired from AT&T Corporation (AT&T), a                tenant
of the Operating Partnership, for cash and assumed obligations.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------

39

---

Land AcquisitionsOn May 14, 2004, the Operating
Partnership acquired approximately five acres of land in Plymouth Meeting, Montgomery
County, Pennsylvania. Previously, the Operating Partnership leased this land parcel, upon
which the Operating Partnership owns a 167,748 square-foot office building. The land was
acquired for approximately $6,094.

On June 25, 2004, the Operating
Partnership acquired approximately 59.9 acres of developable land located in West Windsor,
Mercer County, New Jersey for approximately $20,572.

Critical Accounting
Policies and Estimates

The Financial Statements have been prepared
in conformity with generally accepted accounting principles. The preparation of the
Financial Statements requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the Financial Statements, and the reported amounts of revenues
and expenses during the reported period. These estimates and assumptions are based on
managements historical experience that are believed to be reasonable at the time.
However, because future events and their effects cannot be determined with certainty, the
determination of estimates requires the exercise of judgment. The Operating
Partnerships critical accounting policies are those which require assumptions to be
made about matters that are highly uncertain. Different estimates could have a material
effect on the Operating Partnerships financial results. Judgments and uncertainties
affecting the application of these policies and estimates may result in materially
different amounts being reported under different conditions and circumstances.

Rental Property:Rental properties are stated at cost
less accumulated depreciation and amortization. Costs directly related to the acquisition,
development and construction of rental properties are capitalized. Capitalized development
and construction costs include pre-construction costs essential to the development of the
property, development and construction costs, interest, property taxes, insurance,
salaries and other project costs incurred during the period of development. Interest
capitalized by the Operating Partnership for the three months ended June 30, 2004 and 2003
was $0.9 million and $2.3 million, respectively, and $1.8 million and $4.7 million for the
six months ended June 30, 2004 and 2003, respectively. Ordinary repairs and maintenance
are expensed as incurred; major replacements and betterments, which improve or extend the
life of the asset, are capitalized and depreciated over their estimated useful lives.
Fully-depreciated assets are removed from the accounts.

The Operating Partnership considers a
construction project as substantially completed and held available for occupancy upon the
completion of tenant improvements, but no later than one year from cessation of major
construction activity (as distinguished from activities such as routine maintenance and
cleanup). If portions of a rental project are substantially completed and occupied by
tenants, or held available for occupancy, and other portions have not yet reached that
stage, the substantially completed portions are accounted for as a separate project. The
Operating Partnership allocates costs incurred between the portions under construction and
the portions substantially completed and held available for occupancy and capitalizes only
those costs associated with the portion under construction.

Properties are depreciated using the
straight-line method over the estimated useful lives of the assets. The estimated useful
lives are as follows:

|                                  |                               
|--------------------------------- | ------------------------------
|
|Leasehold interests               | Remaining lease term          
|                                 
|Buildings and improvements        | 5 to 40 years                 
|                                 
|Tenant improvements               | The shorter of the term of the
|                                  | related lease or useful life  
|                                 
|Furniture, fixtures and equipment | 5 to 10 years                 
|                                 

Upon acquisition of rental property,
the Operating Partnership estimates the fair value of acquired tangible assets, consisting
of land, building and improvements, and identified intangible assets and liabilities
generally consisting of the fair value of (i) above and below market leases, (ii) in-place
leases and (iii) tenant relationships. The Operating Partnership allocates the purchase
price to the assets acquired and liabilities assumed based on their relative fair values.
In estimating the fair value of the tangible and intangible assets acquired, the Operating
Partnership considers information obtained about each property as a result of its due
diligence and marketing and leasing activities, and utilizes various valuation methods,
such as estimated cash flow projections utilizing appropriate discount and capitalization
rates, estimates of replacement costs net of depreciation, and available market
information. The fair value of the tangible assets of an acquired property considers the
value of the property as if it were vacant.

40

---

Above-market and below-market lease
values for acquired properties are recorded based on the present value (using a discount
rate which reflects the risks associated with the leases acquired) of the difference
between (i) the contractual amounts to be paid pursuant to each in-place lease and (ii)
managements estimate of fair market lease rates for each corresponding in-place
lease, measured over a period equal to the remaining term of the lease for above-market
leases and the initial term plus the term of any below-market fixed rate renewal options
for below-market leases. The capitalized above-market lease values are amortized as a
reduction of base rental revenue over the remaining term of the respective leases, and the
capitalized below-market lease values are amortized as an increase to base rental revenue
over the remaining initial terms plus the terms of any below-market fixed rate renewal
options of the respective leases.

Other intangible assets acquired
include amounts for in-place lease values and tenant relationship values which are based
on managements evaluation of the specific characteristics of each tenants
lease and the Operating Partnerships overall relationship with the respective
tenant. Factors to be considered by management in its analysis of in-place lease values
include an estimate of carrying costs during hypothetical expected lease-up periods
considering current market conditions, and costs to execute similar leases. In estimating
carrying costs, management includes real estate taxes, insurance and other operating
expenses and estimates of lost rentals at market rates during the expected lease-up
periods, depending on local market conditions. In estimating costs to execute similar
leases, management considers leasing commissions, legal and other related expenses.
Characteristics considered by management in valuing tenant relationships include the
nature and extent of the Operating Partnerships existing business relationships with
the tenant, growth prospects for developing new business with the tenant, the
tenants credit quality and expectations of lease renewals. The value of in-place
leases are amortized to expense over the remaining initial terms of the respective leases.
The value of tenant relationship intangibles will be amortized to expense over the
anticipated life of the relationships.

On a periodic basis, management
assesses whether there are any indicators that the value of the Operating
Partnerships rental properties may be impaired. A propertys value is impaired
only if managements estimate of the aggregate future cash flows (undiscounted and
without interest charges) to be generated by the property is less than the carrying value
of the property. To the extent impairment has occurred, the loss shall be measured as the
excess of the carrying amount of the property over the fair value of the property. The
Operating Partnerships estimates of aggregate future cash flows expected to be
generated by each property are based on a number of assumptions that are subject to
economic and market uncertainties including, among others, demand for space, competition
for tenants, changes in market rental rates, and costs to operate each property. As these
factors are difficult to predict and are subject to future events that may alter
managements assumptions, the future cash flows estimated by management in its
impairment analyses may not be achieved. Management does not believe that the value of any
of the Operating Partnerships rental properties is impaired.

Rental Property Held for Sale and
Discontinued Operations:When assets are identified by
management as held for sale, the Operating Partnership discontinues depreciating the
assets and estimates the sales price, net of selling costs, of such assets. If, in
managements opinion, the net sales price of the assets which have been identified as
held for sale is less than the net book value of the assets, a valuation allowance is
established.

If circumstances arise that
previously were considered unlikely and, as a result, the Operating Partnership decides
not to sell a property previously classified as held for sale, the property is
reclassified as held and used. A property that is reclassified is measured and recorded
individually at the lower of (a) its carrying amount before the property was classified as
held for sale, adjusted for any depreciation (amortization) expense that would have been
recognized had the property been continuously classified as held and used, or (b) the fair
value at the date of the subsequent decision not to sell.

41

---

Effective January 1, 2002, the
Operating Partnership adopted the provisions of FASB No. 144, Accounting for the
Impairment or Disposal of Long-Lived Assets, which supercedes FASB No. 121. FASB No. 144
requires that long-lived assets that are to be disposed of by sale be measured at the
lower of book value or fair value less cost to sell. FASB No. 144 retains the requirements
of FASB No. 121 regarding impairment loss recognition and measurement. In addition, it
requires that one accounting model be used for long-lived assets to be disposed of by sale
and broadens the presentation of discontinued operations to include more disposal
transactions. Properties identified as held for sale and/or sold from January 1, 2002
forward are presented in discontinued operations for all periods presented.

Revenue Recognition:Base rental revenue is recognized on
a straight-line basis over the terms of the respective leases. Unbilled rents receivable
represents the amount by which straight-line rental revenue exceeds rents currently billed
in accordance with the lease agreements. Above-market and below-market lease values for
acquired properties are recorded based on the present value (using a discount rate which
reflects the risks associated with the leases acquired) of the difference between (i) the
contractual amounts to be paid pursuant to each in-place lease and (ii) managements
estimate of fair market lease rates for each corresponding in-place lease, measured over a
period equal to the remaining term of the lease for above-market leases and the initial
term plus the term of any below-market fixed rate renewal options for below-market leases.
The capitalized above-market lease values are amortized as a reduction of base rental
revenue over the remaining term of the respective leases, and the capitalized below-market
lease values are amortized as an increase to base rental revenue over the remaining
initial terms plus the terms of any below-market fixed rate renewal options of the
respective leases. Parking and other revenue includes income from parking spaces leased to
tenants, income from tenants for additional services provided by the Operating
Partnership, income from tenants for early lease terminations and income from managing
and/or leasing properties for third parties. Escalations and recoveries are received from
tenants for certain costs as provided in the lease agreements. These costs generally
include real estate taxes, utilities, insurance, common area maintenance and other
recoverable costs.

Allowance for Doubtful
Accounts:Management periodically performs a
detailed review of amounts due from tenants to determine if accounts receivable balances
are impaired based on factors affecting the collectibility of those balances.
Managements estimate of the allowance for doubtful accounts requires management to
exercise significant judgment about the timing, frequency and severity of collection
losses, which affects the allowance and net income.

RESULTS OF OPERATIONS:
PERIOD-TO-PERIOD COMPARISIONS

The following comparisons for the
three and six month periods ended June 30, 2004 (2004), as compared to the
three and six month periods ended June 30, 2003 (2003), make reference to the
following: (i) the effect of the Same-Store Properties, which represent all
in-service properties owned by the Operating Partnership at March 31, 2003 (for the
three-month period comparisons), and which represent all in-service properties owned by
the Operating Partnership at December 31, 2002 (for the six-month period comparisons),
excluding Dispositions as defined below; (ii) the effect of the Acquired
Properties, which represents all properties acquired by the Operating Partnership or
commencing initial operations from April 1, 2003 through June 30, 2004 (for the
three-month period comparisons), and which represents all properties acquired by the
Operating Partnership or commencing initial operations from January 1, 2003 through June
30, 2004 (for the six-month period comparisons); and (iii) the effect of the
Dispositions, which represents results for each period for those rental
properties either held for sale as of June 30, 2004, or sold by the Operating Partnership
for the period from January 1, 2003 through June 30, 2004.

42

---

Three Months Ended June 30, 2004
Compared to Three Months Ended June 30, 2003

|                                                            | Three Months Ended
June 30, |  |   |        
|----------------------------------------------------------- | --------------------------- |  | - | -------
|
|Revenue from rental operations:                             |                             |  |   |        
|Base rents                                                  |                             |  | $ | 128,197
|Escalations and recoveries from tenants                     |                             |  |   | 16,036 
|Parking and other                                           |                             |  |   | 2,492  
|                                                           
|Total revenues                                              |                             |  |   | 146,725
|                                                           
|Property expenses:                                          |                             | 
|Real estate taxes                                           |                             |  |   | 16,839 
|Utilities                                                   |                             |  |   | 9,775  
|Operating services                                          |                             |  |   | 19,504 
|                                                           
|Sub-total                                                   |                             |  |   | 46,118 
|                                                            |                             | 
|General and administrative                                  |                             |  |   | 8,689  
|Depreciation and amortization                               |                             |  |   | 32,651 
|Interest expense                                            |                             |  |   | 26,671 
|Interest income                                             |                             |  |   | (220   
|Loss on early retirement of debt, net                       |                             |  |   | --     
|                                                           
|Total expenses                                              |                             |  |   | 113,909
|                                                           
|Income from continuing operations before equity in          |                             | 
|earnings of unconsolidated joint ventures                   |                             |  |   | 32,816 
|Equity in earnings of unconsolidated joint ventures, net    |                             |  |   | 1,090  
|Gain on sale of investment in unconsolidated joint ventures |                             |  |   | --     
|                                                           
|Income from continuing operations                           |                             |  |   | 33,906 
|Discontinued operations:                                    |                             | 
|Income (loss) from discontinued operations                  |                             |  |   | 143    
|Realized gains (unrealized losses) on disposition of        |                             | 
|rental property, net                                        |                             |  |   | (11,856
|                                                           
|Total discontinued operations, net                          |                             |  |   | (11,713
|                                                           
|Net income                                                  |                             |  |   | 22,193 
|Preferred unit distributions                                |                             |  |   | (4,409 
|                                                           
|Net income available to common unitholders                  |                             |  | $ | 17,784 
|                                                           

43

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The following is a summary of the
changes in revenue from rental operations and property expenses divided into Same-Store
Properties, Acquired Properties and Dispositions (dollars in thousands):

|                                      | Total
Operating
Partnership | Same-Store
Properties | Acquired
Properties | Dispositions |   |  |     |    
|------------------------------------- | --------------------------- | --------------------- | ------------------- | ------------ | - |  | --- | ---
|
|Revenue from rental operations:       |                             |                       |                     |              |   |  |     |    
|Base rents                            |                             |                       | $                   | 2,996        |   |  | 2   | .4%
|Escalations and recoveries            |                             |                      
|from tenants                          |                             |                       |                     | 2,121        |   |  | 15  | .2 
|Parking and other                     |                             |                       |                     | (755         | ) |  | (23 | .3)
|                                     
|Total                                 |                             |                       | $                   | 4,362        |   |  | 3   | .1%
|                                     
|Property expenses:                    |                             |                      
|Real estate taxes                     |                             |                       | $                   | 1,187        |   |  | 7   | .6%
|Utilities                             |                             |                       |                     | 642          |   |  | 7   | .0 
|Operating services                    |                             |                       |                     | 2,402        |   |  | 14  | .0 
|                                     
|Total                                 |                             |                       | $                   | 4,231        |   |  | 10  | .1%
|                                     
|OTHER DATA:                           |                             |                      
|Number of Consolidated Properties     |                             |                      
|(excluding properties held for sale): |                             |                       |                     | 260          |   |  |     |    
|Square feet (in thousands)            |                             |                       |                     | 28,111       |   |  |     |    

Base rents for the Same-Store
Properties decreased $0.8 million, or 0.6 percent, for 2004 as compared to 2003, due
primarily to decreases in rental rates at the properties in 2004 from 2003. Escalations
and recoveries from tenants for the Same-Store Properties increased $1.8 million, or 13.3
percent, for 2004 over 2003, due primarily to an increased amount of total property
expenses in 2004. Parking and other income for the Same-Store Properties decreased $0.8
million, or 23.6 percent, due primarily to a decrease in lease termination fees in 2004.

Real estate taxes on the Same-Store
Properties increased $0.8 million, or 5.3 percent, for 2004 as compared to 2003, due
primarily to property tax rate increases in certain municipalities in 2004, partially
offset by lower assessments on certain properties in 2004. Utilities for the Same-Store
Properties increased $0.5 million, or 5.1 percent, for 2004 as compared to 2003, due
primarily to increased electric rates in 2004. Operating services for the Same-Store
Properties increased $2.1 million, or 12.1 percent, due primarily to increased property
management salaries and related expenses of $1.3 million and repairs and maintenance
expenses of $0.7 million in 2004 as compared to 2003.

General and administrative increased
by $1.8 million, or 26.4 percent, for 2004 as compared to 2003. This increase was due
primarily to compensation costs incurred in connection with the 2004 resignation of the
Corporations president of $1.3 million and an increase in salaries and related
expenses of $0.3 million in 2004 as compared to 2003.

Depreciation and amortization
increased by $4.0 million, or 13.8 percent, for 2004 over 2003. Of this increase, $2.7
million, or 9.5 percent, is attributable to the Same-Store Properties, and $1.3 million,
or 4.3 percent, is due to the Acquired Properties.

Interest expense decreased $2.1
million, or 7.1 percent, for 2004 as compared to 2003. This decrease was due primarily to
lower debt balances in 2004, as well as lower interest rates in 2004 over 2003, partially
on account of lower interest rate unsecured notes issued in 2004, and repayment of higher
interest rate notes.

Interest income decreased $45,000, or
17.0 percent, for 2004 as compared to 2003. This decrease was due primarily to lower
average cash balances in 2004.

Loss on early retirement of debt,
net, amounted to $1.0 million in 2003, which was due to costs incurred with the exchange
in 2003 of $25.0 million face amount of 7.18 percent senior unsecured notes due December
31, 2003 for $26.1 million face amount of 5.82 percent senior unsecured notes due March
15, 2013, with interest payable semi-annually in arrears.

44

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Equity in earnings of unconsolidated
joint ventures decreased $5.7 million, or 84.0 percent, for 2004 as compared to 2003. The
decrease was due primarily to the sale of the Operating Partnerships interest in the
American Financial Exchange in late 2003 resulting in a reduction of $4.0 million in 2004
and a reduction of $1.8 million as a result of the sale in 2003 of a property in Anaheim,
California, partially offset by an increase from operations of the Hyatt hotel at
Harborside South Pier of $0.7 million for 2004, as compared to 2003.

Income from continuing operations
before equity in earnings of unconsolidated joint ventures decreased to $32.8 million in
2004 from $35.5 million in 2003. The decrease of approximately $2.7 million is due to the
factors discussed above.

Net income available to common
unitholders decreased by $20.3 million, from $38.1 million in 2003 to $17.8 million in
2004. This decrease was the result of unrealized loss on disposition of rental property of
$11.9 million in 2004 related to three Texas properties held for sale at June 30, 2004, a
decrease in equity in earnings of unconsolidated joint ventures of $5.7 million, a
decrease in income from continuing operations before equity in earnings of unconsolidated
joint ventures of approximately $2.7 million and a decrease in income from discontinued
operations of approximately $0.2 million. These were partially offset by a decrease in
preferred unit distributions paid of $0.2 million.

Six Months Ended June 30, 2004
Compared to Six Months Ended June 30, 2003

|                                                            | Six Months Ended
June 30, |  |   |        
|----------------------------------------------------------- | ------------------------- |  | - | -------
|
|Revenue from rental operations:                             |                           |  |   |        
|Base rents                                                  |                           |  | $ | 253,152
|Escalations and recoveries from tenants                     |                           |  |   | 31,571 
|Parking and other                                           |                           |  |   | 5,965  
|                                                           
|Total revenues                                              |                           |  |   | 290,688
|                                                           
|Property expenses:                                          |                           | 
|Real estate taxes                                           |                           |  |   | 33,433 
|Utilities                                                   |                           |  |   | 20,954 
|Operating services                                          |                           |  |   | 37,131 
|                                                           
|Sub-total                                                   |                           |  |   | 91,518 
|                                                            |                           | 
|General and administrative                                  |                           |  |   | 15,096 
|Depreciation and amortization                               |                           |  |   | 63,337 
|Interest expense                                            |                           |  |   | 55,867 
|Interest income                                             |                           |  |   | (940   
|Loss on early retirement of debt, net                       |                           |  |   | --     
|                                                           
|Total expenses                                              |                           |  |   | 224,878
|                                                           
|Income from continuing operations before equity in          |                           | 
|earnings of unconsolidated joint ventures                   |                           |  |   | 65,810 
|Equity in earnings of unconsolidated joint ventures, net    |                           |  |   | 1,267  
|Gain on sale of investment in unconsolidated joint ventures |                           |  |   | 720    
|                                                           
|Income from continuing operations                           |                           |  |   | 67,797 
|Discontinued operations:                                    |                           | 
|Income (loss) from discontinued operations                  |                           |  |   | 414    
|Realized gains (unrealized losses) on disposition of        |                           | 
|rental property, net                                        |                           |  |   | (11,856
|                                                           
|Total discontinued operations, net                          |                           |  |   | (11,442
|                                                           
|Net income                                                  |                           |  |   | 56,355 
|Preferred unit distributions                                |                           |  |   | (8,818 
|                                                           
|Net income available to common unitholders                  |                           |  | $ | 47,537 
|                                                           

45

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The following is a summary of the
changes in revenue from rental operations and property expenses divided into Same-Store
Properties, Acquired Properties and Dispositions (dollars in thousands):

|                                      | Total
Operating
Partnership | Same-Store
Properties | Acquired
Properties | Dispositions |   |  |     |    
|------------------------------------- | --------------------------- | --------------------- | ------------------- | ------------ | - |  | --- | ---
|
|Revenue from rental operations:       |                             |                       |                     |              |   |  |     |    
|Base rents                            |                             |                       | $                   | 4,757        |   |  | 1   | .9%
|Escalations and recoveries            |                             |                      
|from tenants                          |                             |                       |                     | 2,189        |   |  | 7   | .5 
|Parking and other                     |                             |                       |                     | (3,105       | ) |  | (34 | .2)
|                                     
|Total                                 |                             |                       | $                   | 3,841        |   |  | 1   | .3%
|                                     
|Property expenses:                    |                             |                      
|Real estate taxes                     |                             |                       | $                   | 2,339        |   |  | 7   | .5%
|Utilities                             |                             |                       |                     | 1,336        |   |  | 6   | .8 
|Operating services                    |                             |                       |                     | 558          |   |  | 1   | .5 
|                                     
|Total                                 |                             |                       | $                   | 4,233        |   |  | 4   | .8%
|                                     
|OTHER DATA:                           |                             |                      
|Number of Consolidated Properties     |                             |                      
|(excluding properties held for sale): |                             |                       |                     | 260          |   |  |     |    
|Square feet (in thousands)            |                             |                       |                     | 28,111       |   |  |     |    

Base rents for the Same-Store
Properties increased $0.3 million, or 0.1 percent, for 2004 as compared to 2003, due
primarily to increases in occupancies at the properties in 2004 from 2003. Escalations and
recoveries from tenants for the Same-Store Properties increased $1.9 million, or 6.4
percent, for 2004 over 2003, due primarily to an increased amount of total property
expenses in 2004. Parking and other income for the Same-Store Properties decreased $3.1
million, or 34.3 percent, due primarily to a decrease in lease termination fees in 2004.

Real estate taxes on the Same-Store
Properties increased $1.8 million, or 5.9 percent, for 2004 as compared to 2003, due
primarily to property tax rate increases in certain municipalities in 2004, partially
offset by lower assessments on certain properties in 2004. Utilities for the Same-Store
Properties increased $1.1 million, or 5.4 percent, for 2004 as compared to 2003, due
primarily to increased electric rates in 2004. Operating services for the Same-Store
Properties increased $45,000, or 0.1 percent, due primarily to higher insurance costs in
2004 as compared to 2003.

General and administrative increased
by $1.5 million, or 11.0 percent, for 2004 as compared to 2003. This increase was due
primarily to compensation costs incurred in connection with the 2004 resignation of the
Corporations president of $1.3 million and an increase in salaries and related
expenses of $0.6 million in 2004, partially offset by a decrease in professional fees of
$0.3 million in 2004 as compared to 2003.

Depreciation and amortization
increased by $6.0 million, or 10.5 percent, for 2004 over 2003. Of this increase, $4.5
million, or 7.9 percent, is attributable to the Same-Store Properties, and $1.5 million,
or 2.6 percent, is due to the Acquired Properties.

Interest expense decreased $2.4
million, or 4.1 percent, for 2004 as compared to 2003. This decrease was due primarily to
lower debt balances in 2004, as well as lower interest rates in 2004 over 2003, partially
on account of lower interest rate unsecured notes issued in and repayment of higher
interest rate notes in 2004.

Interest income increased $0.4
million, or 59.1 percent, for 2004 as compared to 2003. This increase was due primarily to
higher average cash balances in 2004.

46

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Loss on early retirement of debt,
net, amounted to $2.4 million in 2003, which was due to costs incurred with the exchange
in 2003 of $25.0 million face amount of 7.18 percent senior unsecured notes due December
31, 2003 for $26.1 million face amount of 5.82 percent senior unsecured notes due March
15, 2013, with interest payable semi-annually in arrears.

Equity in earnings of unconsolidated
joint ventures decreased $7.9 million, or 86.2 percent, for 2004 as compared to 2003. The
decrease was due primarily to the sale of the Operating Partnerships interest in the
American Financial Exchange in late 2003 resulting in a reduction of $8.2 million in 2004
and a reduction of $1.0 million as a result of the sale in 2003 of a property in Anaheim,
California, partially offset by an increase from operations of the Hyatt hotel at
Harborside South Pier of $1.7 million for 2004, as compared to 2003 and an increase in
2004 from Ramland Realty due to the write-off of a tenant receivable of $1.0 million in
2003.

Income from continuing operations
before equity in earnings of unconsolidated joint ventures decreased to $65.8 million in
2004 from $68.6 million in 2003. The decrease of approximately $2.8 million is due to the
factors discussed above.

Net income available to common
unitholders decreased by $24.7 million, from $72.2 million in 2003 to $47.5 million in
2004. This decrease was the result of unrealized loss on disposition of rental property of
$11.9 million in 2004 related to three Texas properties held for sale at June 30, 2004, a
decrease in equity in earnings of unconsolidated joint ventures of $7.9 million, a
decrease in income from continuing operations before equity in earnings of unconsolidated
joint ventures of approximately $2.8 million, an increase in unit distributions of $0.3
million in 2004, a realized gain on disposition of rental property of $1.3 million in
2003, and a decrease in income from discontinued operations of $1.2 million. These were
partially offset by a gain on sale of investment in unconsolidated joint ventures of $0.7
million (resulting from the receipt of additional contingent purchase consideration from
the Harborside North Pier sale).

LIQUIDITY AND CAPITAL RESOURCES

Liquidity

Overview:Historically, rental revenue has been
the principal source of funds to pay operating expenses, debt service, capital
expenditures and dividends, excluding non-recurring capital expenditures. To the extent
that the Operating Partnerships cash flow from operating activities is insufficient
to finance its non-recurring capital expenditures such as property acquisitions,
development and construction costs and other capital expenditures, the Operating
Partnership has and expects to continue to finance such activities through borrowings
under its revolving credit facility and other debt and equity financings.

The Operating Partnership believes
that with the general downturn in the economy in recent years, and the softening of the
Operating Partnerships markets specifically, it is reasonably likely that vacancy
rates may continue to increase, effective rental rates on new and renewed leases may
continue to decrease and tenant installation costs, including concessions, may continue to
increase in most or all of its markets in 2004. As a result of the potential negative
effects on the Operating Partnerships revenue from the overall reduced demand for
office space, the Operating Partnerships cash flow could be insufficient to cover
increased tenant installation costs over the short-term. If this situation were to occur,
the Operating Partnership expects that it would finance any shortfalls through borrowings
under its revolving credit facility and other debt and equity financings.

The Operating Partnership expects to
meet its short-term liquidity requirements generally through its working capital, net cash
provided by operating activities and from its revolving credit facility. The Operating
Partnership frequently examines potential property acquisitions and development projects
and, at any given time, one or more of such acquisitions or development projects may be
under consideration. Accordingly, the ability to fund property acquisitions and
development projects is a major part of the Operating Partnerships financing
requirements. The Operating Partnership expects to meet its financing requirements through
funds generated from operating activities, proceeds from property sales, long-term and
short-term borrowings (including draws on the Operating Partnerships revolving
credit facility) and the issuance of additional debt and/or equity securities.

47

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REIT Restrictions:To maintain its qualification as a
REIT, the Corporation must make annual distributions to its stockholders of at least 90
percent of its REIT taxable income, determined without regard to the dividends paid
deduction and by excluding net capital gains. Moreover, the Corporation intends to
continue to make regular quarterly distributions to its common stockholders which, based
upon current policy, in the aggregate would equal approximately $152.8 million on an
annualized basis. However, any such distribution, whether for federal income tax purposes
or otherwise, would only be paid out of available cash, including borrowings and other
sources, after meeting operating requirements, preferred stock and unit dividends and
distributions, and scheduled debt service on the Operating Partnerships debt.

Property Lock-Ups:The Operating Partnership may not
dispose of or distribute certain of its properties, currently comprising 141 properties
with an aggregate net book value of approximately $1.8 billion, which were originally
contributed by members of either the Mack Group (which includes William L. Mack, Chairman
of the Corporations Board of Directors; David S. Mack, a director of the
Corporation, Earle I. Mack, a former director of the Corporation; and Mitchell E. Hersh,
president, chief executive officer and director of the Corporation), the Robert Martin
Group (which includes Robert F. Weinberg, a director of the Corporation; Martin S. Berger,
a former director of the Corporation; and Timothy M. Jones, former president of the
Corporation), or the Cali Group (which includes John J. Cali, a former director of the
Corporation and John R. Cali, a director of the Corporation) without the express written
consent of a representative of the Mack Group, the Robert Martin Group or the Cali Group,
as applicable, except in a manner which does not result in recognition of any
built-in-gain (which may result in an income tax liability) or which reimburses the
appropriate Mack Group, Robert Martin Group or Cali Group members for the tax consequences
of the recognition of such built-in-gains (collectively, the Property
Lock-Ups). The aforementioned restrictions do not apply in the event that the
Operating Partnership sells all of its properties or in connection with a sale transaction
which the Corporations Board of Directors determines is reasonably necessary to
satisfy a material monetary default on any unsecured debt, judgment or liability of the
Operating Partnership or the Corporation or to cure any material monetary default on any mortgage secured by
a property. The Property Lock-Ups expire periodically through 2008. Upon the expiration of
the Property Lock-Ups, the Operating Partnership is required to use commercially
reasonable efforts to prevent any sale, transfer or other disposition of the subject
properties from resulting in the recognition of built-in gain to the appropriate Mack
Group, Robert Martin Group or Cali Group members.

Unencumbered Properties:As of June 30, 2004, the Operating
Partnership had 241 unencumbered properties, totaling 23.0 million square feet,
representing 79.9 percent of the Operating Partnerships total portfolio on a square
footage basis.

Credit Ratings:The Operating Partnership has three
investment grade credit ratings. Standard & Poors Rating Services
(S&P) and Fitch, Inc. (Fitch) have each assigned their BBB
rating to existing and prospective senior unsecured debt of the Operating Partnership.
S&P and Fitch have also assigned their BBB- rating to existing and prospective
preferred stock offerings of the Corporation. Moodys Investors Service
(Moodys) has assigned its Baa2 rating to existing and prospective senior
unsecured debt of the Operating Partnership and its Baa3 rating to its existing and
prospective preferred stock offerings of the Corporation.

Cash Flows

Cash and cash equivalents decreased
by $70.4 million to $7.9 million at June 30, 2004, compared to $78.3 million at December
31, 2003. This decrease was the net result of $107.7 million provided by operating
activities, which was offset by: (1) $107.2 million used in investing activities
(consisting primarily of $95.9 million used for additions to rental property, $15.8
million for investments in unconsolidated joint ventures, and $9.7 million for the funding
of a note receivable); and (2) approximately $70.9 million used for financing activities
(consisting primarily of $300.0 million used for the repayment of senior unsecured notes,
$211.5 million for the repayment of borrowings under the Operating Partnerships
unsecured credit facility, and $94.3 million for the payment of dividends and
distributions, partially offset by $202.3 million in proceeds from the sale of senior
unsecured notes, $310.5 million from borrowings under the unsecured credit facility, and
$38.2 million in proceeds received from stock options and warrants exercised.)

48

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Debt Financing

Recent Debt Activity:On February 9, 2004, the Operating
Partnership issued $100.0 million face amount of 5.125 percent senior unsecured notes due
February 15, 2014 with interest payable semi-annually in arrears. The total proceeds from
the issuance (net of selling commissions and discount) of approximately $98.5 million were
held until March 15, 2004, when the Operating Partnership used the net proceeds from the
sale, together with borrowings under the unsecured facility and available cash, to repay
the $300 million 7.00 percent notes due March 15, 2004.

On March 15, 2004, the Operating
Partnership retired $300.0 million face amount of 7.00 percent senior unsecured notes due
on that date. Funds used for the retirement were obtained from the proceeds from the
February 2004 $100.0 million senior unsecured notes offering (described below), borrowings
under the unsecured facility and available cash.

On March 22, 2004, the Operating
Partnership issued $100.0 million face amount of 5.125 percent senior unsecured notes due
February 15, 2014 with interest payable semi-annually in arrears. The total proceeds from
the issuance (including premium and net of selling commissions) of approximately $103.1
million was used primarily to reduce outstanding borrowings under the unsecured facility.

Summary of Debt:The following is a breakdown of the
Operating Partnerships debt between fixed and floating-rate financing:

|                             | Balance
($000s) | % of Total | Weighted Average
Interest Rate
(a) | Weighted Average Maturity
in Years
|---------------------------- | ---------------- | ---------- | ---------------------------------- | ----------------------------------
|Fixed Rate Unsecured Debt    |                  |            | $                                  | 1,030,702                         
|Fixed Rate Secured Debt and  |                  |           
|other obligations            |                  |            |                                    | 532,645                           
|Variable Rate Unsecured Debt |                  |            |                                    | 98,975                            
|Variable Rate Secured Debt   |                  |            |                                    | 32,178                            
|                            
|Totals/Weighted Average:     |                  |            | $                                  | 1,694,500                         
|                            

Debt Maturities:Scheduled principal payments and
related weighted average annual interest rates for the Operating Partnerships debt
as of June 30, 2004 are as follows:

|Period                          | Scheduled
Amortization
($000's) | Principal
Maturities
($000's) | Total
($000's) | Weighted Avg.
Interest Rate of
Future Repayments (a)
|------------------------------- | ------------------------------- | ----------------------------- | -------------- | ----------------------------------------------------
|2004                            |                                 |                               | $              | 14,131                                              
|2005                            |                                 |                               |                | 23,897                                              
|2006                            |                                 |                               |                | 17,940                                              
|2007                            |                                 |                               |                | 17,231                                              
|2008                            |                                 |                               |                | 16,544                                              
|Thereafter                      |                                 |                               |                | 8,822                                               
|                               
|Sub-total                       |                                 |                               |                | 98,565                                              
|Adjustment for unamortized debt |                                 |                              
|discount/premium, net, as of    |                                 |                              
|June 30, 2004                   |                                 |                               |                | (8,615                                              
|                               
|Totals/Weighted Average         |                                 |                               | $              | 89,950                                              
|                               

|(a) | Actual
weighted average LIBOR contract rates relating to the Operating                Partnerships
outstanding debt as of June 30, 2004 of 1.22 percent was used                in
calculating revolving credit facility and other variable rate debt interest
               rates.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

49

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Senior Unsecured Notes:The terms of the Operating
Partnerships senior unsecured notes (which totaled approximately $1.0 billion as of
June 30, 2004), include certain restrictions and covenants which require compliance with
financial ratios relating to the maximum amount of debt leverage, the maximum amount of
secured indebtedness, the minimum amount of debt service coverage and the maximum amount
of unsecured debt as a percent of unsecured assets.

Unsecured Revolving
Credit Facility:On September 27, 2002, the Operating
Partnership obtained an unsecured revolving credit facility with a current borrowing
capacity of $600.0 million from a group of 15 lenders. As of June 30, 2004, the Operating
Partnership had $99.0 million of outstanding borrowings under its unsecured revolving
credit facility.

The interest rate on any outstanding
borrowings under the unsecured facility is currently LIBOR plus 70 basis points. The
Operating Partnership may instead elect an interest rate representing the higher of the
lenders prime rate or the Federal Funds rate plus 50 basis points. The unsecured
facility also currently requires a 20 basis point facility fee on the current borrowing
capacity payable quarterly in arrears.

In the event of a change in the
Operating Partnerships unsecured debt rating, the interest and facility fee rates
will be adjusted in accordance with the following table:

|Operating Partnership's
Unsecured Debt Ratings:
S&P Moody's/Fitch (a) | Interest Rate -
Applicable Basis Points
Above LIBOR | Facility Fee
Basis Points
|--------------------------------------------------------------------- | --------------------------------------------------- | -------------------------
|No ratings or less than BBB-/Baa3/BBB-                                |                                                     |                          
|BBB-/Baa3/BBB-                                                        |                                                     |                          
|BBB/Baa2/BBB (current)                                                |                                                     |                          
|BBB+/Baa1/BBB+                                                        |                                                     |                          
|A-/A3/A- or higher                                                    |                                                     |                          

|(a) | If
the Operating Partnership has debt ratings from two rating agencies, one of
               which is Standard & Poors Rating Services (S&P)
or                Moodys Investors Service (Moodys), the rates
per the                above table shall be based on the lower of such ratings. If the
Operating                Partnership has debt ratings from three rating agencies, one of
which is S&P                or Moodys, the rates per the above table shall be
based on the lower of                the two highest ratings. If the Operating
Partnership has debt ratings from only                one agency, it will be considered
to have no rating or less than BBB-/Baa3/BBB-                per the above table.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The unsecured facility matures in
September 2005, with an extension option of one year, which would require a payment of 25
basis points of the then borrowing capacity of the facility upon exercise. The Operating
Partnership believes that the unsecured facility is sufficient to meet its revolving
credit facility needs.

The terms of the unsecured facility
include certain restrictions and covenants which limit, among other things, the payment of
dividends (as discussed below), the incurrence of additional indebtedness, the incurrence
of liens and the disposition of real estate properties (to the extent that: (i) such
property dispositions cause the Operating Partnership to default on any of the financial
ratios of the facility described below, or (ii) the property dispositions are completed
while the Operating Partnership is under an event of default under the facility, unless,
under certain circumstances, such disposition is being carried out to cure such default),
and which require compliance with financial ratios relating to the maximum leverage ratio,
the maximum amount of secured indebtedness, the minimum amount of tangible net worth, the
minimum amount of debt service coverage, the minimum amount of fixed charge coverage, the
maximum amount of unsecured indebtedness, the minimum amount of unencumbered property debt
service coverage and certain investment limitations. The dividend restriction referred to
above provides that, except to enable the Operating Partnership to continue to qualify as
a REIT under the Code, the Corporation will not during any four consecutive fiscal
quarters make distributions with respect to common stock or other common equity interests
in an aggregate amount in excess of 90 percent of funds from operations (as defined in the
facility agreement) for such period, subject to certain other adjustments.

50

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Mortgages, Loans Payable
and Other Obligations:The Operating Partnership has mortgages,
loans payable and other obligations which consist of various loans collateralized by
certain of the Operating Partnerships rental properties. Payments on mortgages,
loans payable and other obligations are generally due in monthly installments of principal
and interest, or interest only.

Debt Strategy:The Operating Partnership does not
intend to reserve funds to retire the Operating Partnerships senior unsecured notes
or its mortgages, loans payable and other obligations upon maturity. Instead, the
Operating Partnership will seek to refinance such debt at maturity or retire such debt
through the issuance of additional debt securities or equity securities of the Corporation on or before the applicable
maturity dates. If it cannot raise sufficient proceeds to retire the maturing debt, the
Operating Partnership may draw on its revolving credit facility to retire the maturing
indebtedness, which would reduce the future availability of funds under such facility. As
of June 30, 2004, the Operating Partnership had $99 million of outstanding borrowings
under its $600 million unsecured revolving credit facility. The Operating Partnership is
reviewing various refinancing options, including the purchase of its senior unsecured
notes in privately-negotiated transactions, the issuance of additional, or exchange of
current, unsecured debt, preferred stock of the Corporation, and/or obtaining additional mortgage debt, some
or all of which may be completed during 2004. The Operating Partnership anticipates that
its available cash and cash equivalents and cash flows from operating activities, together
with cash available from borrowings and other sources, will be adequate to meet the
Operating Partnerships capital and liquidity needs both in the short and long-term.
However, if these sources of funds are insufficient or unavailable, the Operating
Partnerships ability to make the expected distributions discussed below may be
adversely affected.

Equity Financing and
Registration Statements

Equity Activity:The following table presents the
changes in the Corporations issued and outstanding shares of Common Stock and the
Operating Partnerships common units and preferred units (as converted) since
December 31, 2003:

|                                             | Common
Stock | Common
Units | Preferred Units,
as Converted (a) | Total     
|-------------------------------------------- | ------------ | ------------ | --------------------------------- | ----------
|Outstanding at December 31, 2003             |              |              |                                   | 59,420,484
|Stock options exercised                      |              |              |                                   | 1,040,654 
|Stock warrants exercised                     |              |              |                                   | 149,250   
|Common units redeemed for Common Stock       |              |              |                                   | 6,750     
|Shares issued under Dividend Reinvestment    |              |             
|and Stock Purchase Plan                      |              |              |                                   | 6,689     
|Restricted shares canceled, net of issuances |              |              |                                   | (17,284   
|                                            
|Outstanding at June 30, 2004                 |              |              |                                   | 60,606,543
|                                            

|(a) | Assumes
the conversion of 215,018 Series B preferred units into 6,205,425 common           units.
|--- | -------------------------------------------------------------------------------------------------

Share Repurchase Program:On September 13, 2000, the Board of
Directors authorized an increase to the Corporations repurchase program under which
the Corporation was permitted to purchase up to an additional $150.0 million of the
Corporations outstanding common stock (Repurchase Program). From that
date through its last purchases on January 10, 2003, the Corporation purchased and
retired, under the Repurchase Program, 3.7 million shares of its outstanding common stock
for an aggregate cost of approximately $104.5 million. Concurrent with these purchases,
the Corporation sold to the Operating Partnership 3.7 million shares of its outstanding
common units for an aggregate cost of approximately $104.5 million. The Corporation has a
remaining authorization to repurchase up to an additional $45.5 million of its outstanding
common stock, which it may repurchase from time to time in open market transactions at
prevailing prices or through privately negotiated transactions.

51

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Shelf Registration
Statements:The Corporation has an
effective shelf registration statement on Form S-3 with the SEC for an aggregate amount of
$2.0 billion in common stock, preferred stock and warrants of the Corporation, under which
no securities have been issued. On June 30, 2004 the Corporation filed
post-effective amendment no. 1 to this shelf registration statement adding depositary
shares and otherwise updating the disclosures contained therein. Such post-effective
amendment was declared effective by the SEC on July 12, 2004.

The Corporation and the Operating
Partnership also have an effective shelf registration statement on Form S-3 (the
Original Joint Shelf) with the SEC for an aggregate amount of $2.0 billion in
common stock, preferred stock, depositary shares and guarantees of the Corporation and
debt securities of the Operating Partnership, under which $1,425,283,478 of securities
have been issued. As of June 30, 2004, there was $574,716,522 of remaining availability
under the Original Joint Shelf. On June 30, 2004, the Corporation and the Operating
Partnership filed a new shelf registration statement on Form S-3 (the New Joint
Shelf) with the SEC for an aggregate amount of $2.5 billion in common stock,
preferred stock, depositary shares and guarantees of the Corporation and debt securities
of the Operating Partnership. Pursuant to Rule 429 under the Securities Act, the New Joint
Shelf is a combined registration statement which constitutes post-effective amendment no.
1 to the Original Joint Shelf, and the $2.5 billion available for issuance under the New
Joint Shelf includes the $574,716,522 of remaining availability under the Original Joint
Shelf. The New Joint Shelf was declared effective by the SEC on July 22, 2004.

Off-Balance Sheet
Arrangements

Unconsolidated Joint
Venture Debt:The debt of the Operating Partnerships
unconsolidated joint ventures aggregating $128.3 million is non-recourse to the Operating
Partnership except for customary exceptions pertaining to such matters as intentional
misuse of funds, environmental conditions and material misrepresentations. The Operating
Partnership has severally guaranteed repayment of approximately $10,000 on a mortgage at
the Harborside South Pier joint venture. The Operating Partnership has also posted an $8.0
million letter of credit in support of the Harborside South Pier joint venture, $4.0
million of which is indemnified by Hyatt.

The Operating Partnerships
off-balance sheet arrangements are further discussed in Note 4: Investments in
Unconsolidated Joint Ventures to the Financial Statements.

Contractual Obligations

The following table outlines the
timing of payment requirements related to the Operating Partnerships debt, PILOT
agreements, and ground lease agreements (dollars in thousands):

|                                  |  |  | Payments Due by Period |           |  |  
|--------------------------------- |  |  | ---------------------- | --------- |  | -
|
|Senior unsecured notes            |  |  | $                      | 1,030,702 |  |  
|Revolving credit facility         |  |  |                        | 98,975    |  |  
|Mortgages, loans payable          |  | 
|and other obligations             |  |  |                        | 564,823   |  | $
|Payments in lieu of taxes (PILOT) |  |  |                        | 97,119    |  |  
|Ground lease payments             |  |  |                        | 23,020    |  |  

Other Commitments and
Contingencies

Development Activity:On November 25, 2003, the Operating
Partnership and affiliates of The Mills Corporation (Mills) entered into a
joint venture to form Meadowlands Mills/Mack-Cali Limited Partnership (Meadowlands
Venture) for the purpose of developing a $1.3 billion family entertainment and
recreation complex with an office and hotel component to be built at the Meadowlands
sports complex in East Rutherford, New Jersey (Meadowlands Xanadu).
Meadowlands Xanadus approximately 4.76 million-square-foot complex is expected to
feature a family entertainment destination comprising three themed zones:
sports/recreation, childrens activities and fashion, in addition to four office
buildings, aggregating approximately 1.8 million square feet, and a 520-room hotel.

52

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On December 3, 2003, the Meadowlands
Venture entered into a redevelopment agreement (the Redevelopment Agreement)
with the New Jersey Sports and Exposition Authority (NJSEA) for the
redevelopment of the area surrounding the Continental Airlines Arena in East Rutherford,
New Jersey and the construction of the Meadowlands Xanadu project. The Redevelopment
Agreement provides for a 75-year ground lease, which requires the joint venture to pay the
NJSEA a $160.0 million development rights fee at the start of construction of the
entertainment phase, when all permits and approvals are obtained, and the payment of fixed
rent over the term. Fixed rent will be in the amount of $1,000 per year for the first 15
years, increasing to $7.5 million from the 16th to the 18th year, increasing to $8.4
million in the 19th year, increasing to $8.7 million in the 20th year, increasing to $9.0
million in the 21st year, then to $9.2 million in the 23rd to 26th year, with additional
increases over the remainder of the term, as set forth in the ground lease. The ground
lease also allows for the potential for participation rent payments by the venture, as
described in the ground lease agreement.

The Operating Partnership and Mills
own a 20 percent and 80 percent interest, respectively, in the Meadowlands Venture. These
interests were subject to certain participation rights by The New York Giants, which were
subsequently terminated in April 2004. The joint venture agreement requires the Operating
Partnership to make an equity contribution up to a maximum of $32.5 million. As part of
the Redevelopment Agreement, Mills is required to contribute certain vacant land, known as
the Empire Tract, to the State of New Jersey to be used as a wetlands mitigation bank, for
which Mills has received subordinated capital credit in the venture of approximately
$118.0 million. The joint venture agreement requires Mills to contribute the balance of
the capital required to complete the entertainment phase, subject to certain limitations.
The Operating Partnership will receive a nine percent preferred return on its equity
investment, only after Mills receives a nine percent preferred return on its equity
investment. Residual returns, subject to participation by other parties, will be in
proportion to each partners respective percentage interest.

Mills will develop, lease and operate
the entertainment phase of the Meadowlands Xanadu project. The joint venture agreement
provides the Operating Partnership an option to cause the Meadowlands Venture to form
component ventures for the future development of the office and hotel phases, for which
the Operating Partnership will develop, lease and operate such phases. The Operating
Partnership will own an 80 percent interest and Mills will own a 20 percent interest in
such component ventures. The agreement provides for the first office or hotel component
ventures to be formed no later than four years after the grand opening of the
entertainment phase, and requires that all component ventures for the office and hotel
phases be formed no later than 10 years from such date, but does not require that any or
all components be developed. However, under the Meadowlands Venture agreement, Mills has
the ability to accelerate such formation schedule, subject to certain conditions. Should
the Operating Partnership fail to meet the time schedule described above for the formation
of the component ventures, the Operating Partnership will forfeit its rights to cause the
Meadowlands Venture to form additional component ventures. If this occurs, Mills will have
the ability to develop the additional phases, subject to the Operating Partnerships
right to participate, or to cause the Meadowlands Venture to sell such components to a
third party, subject to a sales price limitation of 95 percent of the value that would
have been the amount necessary to form such component ventures.

Legal Proceedings:On February 12, 2003, the New Jersey
Sports and Exposition Authority (NJSEA) selected The Mills Corporation
(Mills) and the Operating Partnership to redevelop the Continental Airlines
Arena site (Arena Site) for mixed uses, including retail. Hartz Mountain
Industries, Inc. (Hartz) has challenged the NJSEAs selection. The NJSEA
denied its protest. Westfield America, Inc. (Westfield) also protested the
NJSEAs selection of Mills and the Operating Partnership. Westfields protest
was also denied by the NJSEA. Hartz and Westfield have appealed the denial of their
protest. Hartz and Westfield also have appealed the NJSEAs execution of the Final
Redevelopment Agreement for the Arena Site. Four citizens, Elliot Braha, Richard DeLauro,
George Perry and Carol Coronato, have also filed lawsuits challenging the NJSEA award to
Mills and the Operating Partnership. On May 14, 2004, the Superior Court of New Jersey,
Appellate Division, which has jurisdiction of all of the cases, issued an order deciding
certain of the issues presented by the cases. The Appellate Division determined that the
NJSEA had the statutory authority to develop the Arena Site for mixed uses, including
retail, that the NJSEA, in selecting Mills and the Operating Partnership, did not have to
utilize a traditional low bid procurement process, and that the NJSEA complied with the
Open Public Meetings Act (OPMA) in considering and making its selection. The
Appellate Division remanded Hartzs claims for relief under the Open Public Records
Act (OPRA). Hartz thereafter petitioned the Supreme Court of New Jersey for
certification of the Appellate Divisions decision. That petition remains pending
undecided as of this date. Also, still pending in the Appellate Division are five other
appeals  two by Hartz, two by Westfield and one by Braha, challenging the
NJSEAs selection of redevelopment proposal of Mills and the Operating Partnership.
The Operating Partnership believes that its proposal fully complied with applicable laws
and the request for proposals, and plans to vigorously enforce its rights concerning this
project. The Operating Partnership does not believe that the ultimate resolution of this
matter will have a material adverse effect on the Operating Partnerships financial
condition taken as a whole.

On August 2, 2004, Hartz filed an
application with the Superior Court of New Jersey, Law Division - Bergen County seeking
to halt certain utility relocation work at the Arena Site.  The Court has asked all
parties to brief the issues referenced in the application.  The Operating Partnership is
confident that the work being performed at the Arena Site is properly authorized.

53

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On May 8, 2003, an adversary
proceeding arising out of the bankruptcy of Broadband Office, Inc. (BBO) was
commenced by BBO and the Official Committee of Unsecured Creditors of BBO
(Plaintiffs) in the United States Bankruptcy Court for the District of
Delaware. On August 25, 2003, the Plaintiffs filed an Amended Complaint. As amended, the
Complaint names as defendants the Operating Partnership, the chief executive officer of
the Corporation, and certain alleged affiliates of the Operating Partnership (the
Mack-Cali Defendants). Also named as defendants are seven other real estate
investment trusts or partnerships (REITs) that invested in BBO and the eight
individuals designated by the REITs to serve on the Board of Directors of BBO. Plaintiffs
assert, among other things, that the Mack-Cali Defendants breached fiduciary duties to
BBO, its minority shareholders (other than the REITs) and its creditors by approving a
spin-off of BBOs assets to a newly created entity, and approving the sale of
BBOs remaining assets to Yipes, Inc., both for allegedly inadequate consideration.
Plaintiffs seek an unspecified amount of compensatory and punitive damages in connection
with their fiduciary duty claims. In addition, Plaintiffs seek to avoid all payments and
other transfers made to the Mack-Cali Defendants within one year of BBOs bankruptcy
filing under various provisions of the Bankruptcy Code, and to obtain turnover
of certain property under Section 542(b) of the Code. On July 8, 2003, the district court
withdrew the reference of this proceeding to the bankruptcy court, and the action is now
pending in the United States District Court for the District of Delaware. The Mack-Cali
Defendants have denied the claims asserted in the Amended Complaint, and believe they have
substantial defenses to the claims asserted against them. In the second quarter of 2004,
the parties reached an agreement to settle this action which is subject to court
approvals. The Operating Partnership paid approximately $175,000 in such settlement, which
is included in general and administrative expense for the three and six month periods
ended June 30, 2004. The Operating Partnership does not believe that the ultimate
resolution of this matter will have a material adverse effect on the Operating
Partnerships financial condition taken as a whole.

Inflation

The Operating Partnerships
leases with the majority of its tenants provide for recoveries and escalation charges
based upon the tenants proportionate share of, and/or increases in, real estate
taxes and certain operating costs, which reduce the Operating Partnerships exposure
to increases in operating costs resulting from inflation.

Disclosure Regarding
Forward-Looking Statements

The Operating Partnership considers
portions of the information presented herein to be forward-looking statements within the
meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the
Exchange Act). The Operating Partnership intends such forward-looking
statements to be covered by the safe harbor provisions for forward-looking statements
contained in Section 21E of the Exchange Act. Such forward-looking statements relate to,
without limitation, the Operating Partnerships future economic performance, plans
and objectives for future operations and projections of revenue and other financial items.
Forward-looking statements can be identified by the use of words such as may,
will, should, expect, anticipate,
estimate, continue, or comparable terminology. Although the
Operating Partnership believes that the expectations reflected in such forward-looking
statements are based upon reasonable assumptions at the time made, it can give no
assurance that its expectations will be achieved. Forward-looking statements are
inherently subject to certain risks, trends and uncertainties, many of which the Operating
Partnership cannot predict with accuracy and some of which the Operating Partnership might
not even anticipate. Future events and actual results, financial and otherwise, may differ
materially from the results discussed in the forward-looking statements. Readers are
cautioned not to place undue reliance on these forward-looking statements. Among the
risks, trends and uncertainties are changes in the general economic conditions,

54

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including
those affecting industries in which the Operating Partnerships principal tenants
compete; any failure of the general economy to recover timely from the current economic
downturn; the extent of any tenant bankruptcies; the Operating Partnerships ability
to lease or re-lease space at current or anticipated rents; changes in the supply of and
demand for office, office/flex and industrial/warehouse properties; changes in interest
rate levels; changes in operating costs; the Operating Partnerships ability to
obtain adequate insurance, including coverage for terrorist acts; the availability of
financing; and other risks associated with the development and acquisition of properties,
including risks that the development may not be completed on schedule, that the tenants
will not take occupancy or pay rent, or that development or operating costs may be greater
than anticipated. For further information on factors which could impact the Operating
Partnership and the statements contained herein, see the Risk Factors section
of the Operating Partnerships Annual Report on Form 10-K for the fiscal year ended
December 31, 2003. The Operating Partnership assumes no obligation to update and
supplement forward-looking statements that become untrue because of subsequent events, new
information or otherwise.

55

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Item 3.           Quantitative
and Qualitative Disclosures About Market Risk

Market risk is the exposure to loss
resulting from changes in interest rates, foreign currency exchange rates, commodity
prices and equity prices. In pursuing its business plan, the primary market risk to which
the Operating Partnership is exposed is interest rate risk. Changes in the general level
of interest rates prevailing in the financial markets may affect the spread between the
Operating Partnerships yield on invested assets and cost of funds and, in turn, its
ability to make distributions or payments to its investors.

Approximately $1.6 billion of the
Operating Partnerships long-term debt and other obligations bears interest at fixed
rates and therefore the fair value of these instruments is affected by changes in market
interest rates. The following table presents principal cash flows (in thousands) based
upon maturity dates of the debt obligations and the related weighted-average interest
rates by expected maturity dates for the fixed rate debt. The interest rates on the
variable rate debt as of June 30, 2004 was LIBOR plus 65 to 70 basis points.

|June 30, 2004         | Maturity Date |  |   |        |  |   |         | 
|--------------------- | ------------- |  | - | ------ |  | - | ------- | 
|
|Fixed Rate            |               |  | $ | 12,827 |  | $ | 275,913 | 
|Average Interest Rate |               |  |   | 5.58%  |  |   | 6.99%   | 
|                      |               | 
|Variable Rate         |               |  |   |        |  | $ | 98,975  | 

While the Operating Partnership has
not experienced any significant credit losses, in the event of a significant rising
interest rate environment and/or economic downturn, defaults could increase and result in
losses to the Operating Partnership which could adversely affect its operating results and
liquidity.

Item 4.        Controls and
Procedures

Disclosure
Controls and Procedures. The Operating Partnerships management, with the
participation of the Corporations president and chief executive officer and chief
financial officer, has evaluated the effectiveness of the Operating Partnerships
disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and
15d-15(e) under the Exchange Act) as of the end of the period covered by this report.
Based on such evaluation, the Corporations president and chief executive officer and
chief financial officer have concluded that, as of the end of such period, the Operating
Partnerships disclosure controls and procedures are effective in recording,
processing, summarizing and reporting, on a timely basis, information required to be
disclosed by the Operating Partnership in the reports that it files or submits under the
Exchange Act.

Internal
Control Over Financial Reporting. There have not been any changes in the Operating
Partnerships internal control over financial reporting (as such term is defined in
Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter to which
this report relates that have materially affected, or are reasonably likely to materially
affect, the Operating Partnerships internal control over financial reporting.

56

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MACK-CALI REALTY, L.P.

Part II  Other
Information

Item 1.        Legal Proceedings

On February 12, 2003, the New Jersey
Sports and Exposition Authority (NJSEA) selected The Mills Corporation
(Mills) and the Operating Partnership to redevelop the Continental Airlines
Arena site (Arena Site) for mixed uses, including retail. Hartz Mountain
Industries, Inc. (Hartz) has challenged the NJSEAs selection. The NJSEA
denied its protest. Westfield America, Inc. (Westfield) also protested the
NJSEAs selection of Mills and the Operating Partnership. Westfields protest
was also denied by the NJSEA. Hartz and Westfield have appealed the denial of their
protest. Hartz and Westfield also have appealed the NJSEAs execution of the Final
Redevelopment Agreement for the Arena Site. Four citizens, Elliot Braha, Richard DeLauro,
George Perry and Carol Coronato, have also filed lawsuits challenging the NJSEA award to
Mills and the Operating Partnership. On May 14, 2004, the Superior Court of New Jersey,
Appellate Division, which has jurisdiction of all of the cases, issued an order deciding
certain of the issues presented by the cases. The Appellate Division determined that the
NJSEA had the statutory authority to develop the Arena Site for mixed uses, including
retail, that the NJSEA, in selecting Mills and the Operating Partnership, did not have to
utilize a traditional low bid procurement process, and that the NJSEA complied with the
Open Public Meetings Act (OPMA) in considering and making its selection. The
Appellate Division remanded Hartzs claims for relief under the Open Public Records
Act (OPRA). Hartz thereafter petitioned the Supreme Court of New Jersey for
certification of the Appellate Divisions decision. That petition remains pending
undecided as of this date. Also, still pending in the Appellate Division are five other
appeals  two by Hartz, two by Westfield and one by Braha, challenging the
NJSEAs selection of redevelopment proposal of Mills and the Operating Partnership.
The Operating Partnership believes that its proposal fully complied with applicable laws
and the request for proposals, and plans to vigorously enforce its rights concerning this
project. The Operating Partnership does not believe that the ultimate resolution of this
matter will have a material adverse effect on the Operating Partnerships financial
condition taken as a whole.

On August 2, 2004, Hartz filed an
application with the Superior Court of New Jersey, Law Division - Bergen County seeking
to halt certain utility relocation work at the Arena Site.  The Court has asked all
parties to brief the issues referenced in the application.  The Operating Partnership is
confident that the work being performed at the Arena Site is properly authorized.

On May 8, 2003, an adversary
proceeding arising out of the bankruptcy of Broadband Office, Inc. (BBO) was
commenced by BBO and the Official Committee of Unsecured Creditors of BBO
(Plaintiffs) in the United States Bankruptcy Court for the District of
Delaware. On August 25, 2003, the Plaintiffs filed an Amended Complaint. As amended, the
Complaint names as defendants the Operating Partnership, the chief executive officer of
the Corporation, and certain alleged affiliates of the Operating Partnership (the
Mack-Cali Defendants). Also named as defendants are seven other real estate
investment trusts or partnerships (REITs) that invested in BBO and the eight
individuals designated by the REITs to serve on the Board of Directors of BBO. Plaintiffs
assert, among other things, that the Mack-Cali Defendants breached fiduciary duties to
BBO, its minority shareholders (other than the REITs) and its creditors by approving a
spin-off of BBOs assets to a newly created entity, and approving the sale of
BBOs remaining assets to Yipes, Inc., both for allegedly inadequate consideration.
Plaintiffs seek an unspecified amount of compensatory and punitive damages in connection
with their fiduciary duty claims. In addition, Plaintiffs seek to avoid all payments and
other transfers made to the Mack-Cali Defendants within one year of BBOs bankruptcy
filing under various provisions of the Bankruptcy Code, and to obtain turnover
of certain property under Section 542(b) of the Bankruptcy Code. On July 8, 2003, the
district court withdrew the reference of this proceeding to the bankruptcy court, and the
action is now pending in the United States District Court for the District of Delaware.
The Mack-Cali Defendants have denied the claims asserted in the Amended Complaint, and
believe they have substantial defenses to the claims asserted against them. In the second
quarter of 2004, the parties reached an agreement to settle this action which is subject
to court approvals. The Operating Partnership paid approximately $175,000 in such
settlement, which is included in general and administrative expense for the three and six
month periods ended June 30, 2004. The Operating Partnership does not believe that the
ultimate resolution of this matter will have a material adverse effect on the Operating
Partnerships financial condition taken as a whole

There are no other material pending
legal proceedings, other than ordinary routine litigation incidental to its business, to
which the Operating Partnership is a party or to which any of the Properties is subject.

57

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MACK-CALI REALTY, L.P.

Part II  Other
Information (continued)

Item 2.        Changes in
Securities, Use of Proceeds and Issuer Purchases of Equity Securities

(a)               
          Not Applicable.

(b)               
          Not Applicable.

(c)               
          COMMON UNITS

| | During
the three months ended June 30, 2004, the Corporation issued 750 shares of common stock
to a holder of common units in the Operating Partnership upon the redemption of such
common units in a private offering pursuant to Section 4(2) of the Securities Act. The
holder of the common units was a limited partner of the Operating Partnership and an
accredited investor under Rule 501 of the Securities Act. The common units were converted
into an equal number of shares of common stock. The Corporation has registered the resale
of such shares under the Securities Act.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(d)               
          Not Applicable.

(e)               
          None.

Item 3.        Defaults Upon
Senior Securities

Not
Applicable.

Item 4.        Submission of
Matters to a Vote of Security Holders

| | On
May 20, 2004, the Corporation held its Annual Meeting of Stockholders to elect four
directors to the Board of Directors of the Corporation, among other things. At the Annual
Meeting, the Corporations stockholders elected the following Class I directors
to serve until the Annual Meeting of Stockholders to be held in 2007: Alan S. Bernikow
(Number of shares for: 54,103,930, Number of shares against: 1,305,090), Martin D. Gruss
(Number of shares for: 50,821,873, Number of shares against: 4,587,147), Vincent Tese
(Number of shares for: 51,933,191, Number of shares against: 3,475,829) and Roy J.
Zuckerberg (Number of shares for: 50,569,908, Number of shares against: 4,839,112).
Pursuant to an agreement between Martin S. Berger and Robert F. Weinberg and effective
immediately following the Annual Meeting, Mr. Berger resigned from the Board of Directors
of the Corporation and Mr. Weinberg assumed Mr. Bergers seat on the Board of
Directors, having been qualified and appointed by the Board of Directors. The Board of
Directors also appointed Mr. Bernikow to serve as chairman of the Audit Committee.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | At
the Annual Meeting, the Corporations stockholders also voted upon and approved the
ratification of the appointment of PricewaterhouseCoopers LLP, independent auditors, as
the Corporations independent auditors for the ensuing year (Number of
shares for: 54,467,440, Number of shares against: 861,595, Number of shares abstained:
79,985, Number of broker non-votes: 0). In addition, at the Annual Meeting the Corporations
stockholders voted upon and adopted the Mack-Cali Realty Corporation 2004 Incentive Stock
Plan to provide for the issuance of stock options, stock appreciation rights, restricted
stock and phantom stock units to key employees, consultants, advisors and non-employee
members of the Board of Directors or Advisory Board of the Corporation (Number of shares
for: 40,578,892, Number of shares against: 6,460,329, Number of shares abstained:
224,805, Number of broker non-votes: 0). At the Annual Meeting, the Corporations
stockholders also voted against a shareholder proposal requiring the Corporation to adopt
certain corporate governance policies and procedures in connection with related party
transactions (Number of shares for: 2,540,072, Number of shares against: 44,289,966,
Number of shares abstained: 433,988, Number of broker non-votes: 0).
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Item 5.        Other Information

Not
Applicable.

58

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MACK-CALI REALTY, L.P.

Part II  Other
Information (continued)

Item 6.         Exhibits and
Reports on Form 8-K

(a)                Exhibits

| | The
exhibits required by this item are set forth on the Exhibit Index attached hereto.
| | --------------------------------------------------------------------------------------

(b)               
          Reports on Form 8-K

| | During
the second quarter of 2004, the Operating Partnership filed a report on Form 8-K dated June 1, 2004 filing under Items 5 and 7 certain
               documents relating to, and in connection with, a strategic transaction
with                AT&T Corporation.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

59

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MACK-CALI REALTY, L.P.

Signatures

Pursuant to the requirements of the
Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.

|Date:   August 6, 2004 |  | Mack-Cali Realty, L.P.(Registrant)By:   Mack-Cali Realty Corporation            its General PartnerBy:   /s/ Mitchell E. Hersh
Mitchell E. HershPresident and   Chief Executive Officer
|---------------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|Date:   August 6, 2004 |  | By:   /s/ Barry Lefkowitz
Barry LefkowitzExecutive Vice President and   Chief Financial Officer
|---------------------- |  | -------------------------------------------------------------------------------------------------------------

60

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# Exhibit Index

|Exhibit Number3.1 |  | Exhibit TitleRestated
 Charter of  Mack-Cali  Realty  Corporation  dated  June 11,  2001  (filed as Exhibit
 3.1 to the                            Operating  Partnership's  Form  10-Q  dated  June
30,  2001 and  incorporated  herein by                            reference).
|----------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|3.2 |  | Amended
and Restated Bylaws of Mack-Cali Realty  Corporation  dated June 10, 1999 (filed as
Exhibit 3.2 to                            the Corporation's Form 8-K dated June 10, 1999
and incorporated herein by reference).
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|3.3 |  | Amendment
No. 1 to the Amended and Restated Bylaws of Mack-Cali  Realty  Corporation  dated March
4, 2003,                            (filed as Exhibit  3.3 to the  Operating
 Partnership's  Form 10-Q dated  March 31, 2003                            and
incorporated herein by reference).
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|3.4 |  | Second
 Amended and Restated  Agreement of Limited  Partnership of Mack-Cali  Realty,  L.P.
dated December                            11, 1997  (filed as Exhibit  10.110 to the
 Corporation's  Form 8-K dated  December  11,                            1997 and
incorporated herein by reference).
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|3.5 |  | Amendment
No. 1 to the Second Amended and Restated  Agreement of Limited  Partnership of Mack-Cali
Realty,                            L.P.  dated  August  21,  1998  (filed  as  Exhibit
 3.1 to the  Corporation's  and  the                            Operating   Partnership's
  Registration   Statement  on  Form  S-3,   Registration  No.
                           333-57103, and incorporated herein by reference).
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|3.6 |  | Second
 Amendment  to the Second  Amended and  Restated  Agreement  of Limited  Partnership  of
 Mack-Cali                            Realty,  L.P.  dated July 6, 1999 (filed as Exhibit
10.1 to the Operating  Partnership's                            Form 8-K dated July 6,
1999 and incorporated herein by reference).
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|3.7 |  | Third
Amendment to the Second Amended and Restated  Agreement of Limited  Partnership of
                           Mack-Cali  Realty,  L.P. dated September 30, 2003 (filed as
Exhibit 3.7 to the Operating                            Partnership's Form 10-Q dated
September 30, 2003 and incorporated herein by reference).
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|3.8 |  | Certificate
 of  Designation  of Series B Preferred  Operating  Partnership  Units of Limited
 Partnership                            Interest of Mack-Cali Realty,  L.P. (filed as
Exhibit 10.101 to the  Corporation's  Form                            8-K dated December
11, 1997 and incorporated herein by reference).
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|3.9 |  | Articles
 Supplementary for the 8% Series C Cumulative  Redeemable  Perpetual  Preferred Stock
dated March                            11, 2003 (filed as Exhibit  3.1 to the
 Corporation's  Form 8-K dated March 14, 2003 and                            incorporated
herein by reference).
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|3.10 |  | Certificate
 of  Designation  for the 8% Series C  Cumulative  Redeemable  Perpetual  Preferred
 Operating                            Partnership  Units  dated  March  14,  2003  (filed
 as  Exhibit  3.2 to  the  Operating                            Partnership's Form 8-K
dated March 14, 2003 and incorporated herein by reference).
|---- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4.1 |  | Amended
and Restated  Shareholder  Rights Agreement,  dated as of March 7, 2000,  between
Mack-Cali Realty                            Corporation  and EquiServe  Trust  Company,
 N.A., as Rights Agent (filed as Exhibit 4.1                            to the Operating
 Partnership's Form 8-K dated March 7, 2000 and incorporated  herein by
                           reference).
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

61

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|Exhibit Number4.2 |  | Exhibit TitleAmendment
No. 1 to the Amended and Restated  Shareholder  Rights Agreement,  dated as of June 27,
2000, by                            and among  Mack-Cali  Realty  Corporation  and
EquiServe  Trust Company,  N.A. (filed as                            Exhibit  4.1  to
 the  Operating   Partnership's  Form  8-K  dated  June  27,  2000  and
                           incorporated herein by reference).
|----------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4.3 |  | Indenture
dated as of March 16, 1999, by and among Mack-Cali  Realty,  L.P., as issuer,  Mack-Cali
 Realty                            Corporation,  as guarantor,  and Wilmington Trust
Company,  as trustee (filed as Exhibit                            4.1 to the  Operating
 Partnership's  Form 8-K  dated  March 16,  1999 and  incorporated
                           herein by reference).
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4.4 |  | Supplemental
 Indenture No. 1 dated as of March 16, 1999, by and among Mack-Cali Realty,  L.P., as
issuer,                            and  Wilmington  Trust  Company,  as  trustee  (filed
as  Exhibit  4.2 to the  Operating                            Partnership's Form 8-K
dated March 16, 1999 and incorporated herein by reference).
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4.5 |  | Supplemental
 Indenture No. 2 dated as of August 2, 1999, by and among Mack-Cali Realty,  L.P., as
issuer,                            and  Wilmington  Trust  Company,  as  trustee  (filed
as  Exhibit  4.4 to the  Operating                            Partnership's Form 10-Q
dated June 30, 1999 and incorporated herein by reference).
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4.6 |  | Supplemental
 Indenture  No. 3 dated as of December 21, 2000,  by and among  Mack-Cali  Realty,  L.P.,
 as                            issuer,  and  Wilmington  Trust  Company,  as  trustee
 (filed  as  Exhibit  4.2  to the                            Operating  Partnership's
 Form 8-K dated  December 21, 2000 and  incorporated  herein by
                           reference).
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4.7 |  | Supplemental
 Indenture  No. 4 dated as of January 29,  2001,  by and among  Mack-Cali  Realty,  L.P.,
 as                            issuer,  and  Wilmington  Trust  Company,  as  trustee
 (filed  as  Exhibit  4.2  to the                            Operating  Partnership's
 Form 8-K dated  January  29, 2001 and  incorporated  herein by
                           reference).
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4.8 |  | Supplemental
 Indenture No. 5 dated as of December 20, 2002,  by and between  Mack-Cali  Realty,
 L.P., as                            issuer,  and  Wilmington  Trust  Company,  as
 trustee  (filed  as  Exhibit  4.2  to the                            Operating
 Partnership's  Form 8-K dated  December 20, 2002 and  incorporated  herein by
                           reference).
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4.9 |  | Supplemental
 Indenture  No. 6 dated as of March 14,  2003,  by and between  Mack-Cali  Realty,  L.P.,
 as                            issuer,  and  Wilmington  Trust  Company,  as  trustee
 (filed  as  Exhibit  4.2  to the                            Operating  Partnership's
 Form 8-K  dated  March  14,  2003 and  incorporated  herein by
                           reference).
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4.10 |  | Supplemental
 Indenture  No. 7 dated as of June 12,  2003,  by and  between  Mack-Cali  Realty,  L.P.,
 as                            issuer,  and  Wilmington  Trust  Company,  as  trustee
 (filed  as  Exhibit  4.2  to the                            Operating  Partnership's
 Form 8-K  dated  June  12,  2003 and  incorporated  herein  by
                           reference).
|---- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4.11 |  | Supplemental
 Indenture  No. 8 dated as of February 9, 2004,  by and between  Mack-Cali  Realty,
 L.P., as                            issuer,  and  Wilmington  Trust  Company,  as
 trustee  (filed  as  Exhibit  4.2  to the                            Operating
 Partnership's  Form 8-K dated  February  9, 2004 and  incorporated  herein by
                           reference).
|---- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

62

---

|Exhibit Number4.12 |  | Exhibit TitleSupplemental
 Indenture  No. 9 dated as of March 22,  2004,  by and between  Mack-Cali  Realty,  L.P.,
 as                            issuer,  and  Wilmington  Trust  Company,  as  trustee
 (filed  as  Exhibit  4.2  to the                            Operating  Partnership's
 Form 8-K  dated  March  22,  2004 and  incorporated  herein by
                           reference).
|------------------ |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4.13 |  | Deposit
 Agreement  dated  March 14,  2003 by and among  Mack-Cali  Realty  Corporation,
 EquiServe  Trust                            Company,  N.A., and the holders from time to
time of the Depositary  Receipts  described                            therein  (filed as
Exhibit  4.1 to the  Corporation's  Form 8-K dated March 14, 2003 and
                           incorporated herein by reference).
|---- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.1 |  | Amended
and Restated  Employment  Agreement dated as of July 1, 1999 between Mitchell E.
                           Hersh  and  Mack-Cali  Realty  Corporation  (filed  as
 Exhibit  10.2  to the  Operating                            Partnership's Form 10-Q
dated June 30, 1999 and incorporated herein by reference).
|---- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.2 |  | Second
Amended and Restated  Employment  Agreement  dated as of July 1, 1999 between  Timothy M.
Jones and                            Mack-Cali  Realty  Corporation  (filed as Exhibit
 10.3 to the  Operating  Partnership's                            Form 10-Q dated June
30, 1999 and incorporated herein by reference).
|---- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.3 |  | Second
 Amended  and  Restated  Employment  Agreement  dated as of July 1, 1999  between
                           Barry  Lefkowitz  and  Mack-Cali  Realty  Corporation  (filed
 as  Exhibit  10.6  to the                            Operating  Partnership's  Form
 10-Q  dated  June 30,  1999 and  incorporated  herein by
                           reference).
|---- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.4 |  | Second
 Amended and Restated  Employment  Agreement  dated as of July 1, 1999 between  Roger W.
Thomas and                            Mack-Cali  Realty  Corporation  (filed as Exhibit
 10.7 to the  Operating  Partnership's                            Form 10-Q dated June
30, 1999 and incorporated herein by reference).
|---- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.5 |  | Employment
 Agreement  dated as of  December  5,  2000  between  Michael  Grossman  and  Mack-Cali
 Realty                            Corporation  (filed as Exhibit  10.5 to the  Operating
 Partnership's  Form 10-K for the                            year ended December 31, 2000
and incorporated herein by reference).
|---- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.6 |  | Restricted
 Share Award Agreement dated as of July 1, 1999 between  Mitchell E. Hersh and Mack-Cali
Realty                            Corporation  (filed as Exhibit 10.8 to the Operating
 Partnership's Form 10-Q dated June                            30, 1999 and incorporated
herein by reference).
|---- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.7 |  | Restricted
 Share Award Agreement  dated as of July 1, 1999 between Timothy M. Jones and Mack-Cali
 Realty                            Corporation  (filed as Exhibit 10.9 to the Operating
 Partnership's Form 10-Q dated June                            30, 1999 and incorporated
herein by reference).
|---- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.8 |  | Restricted
 Share Award Agreement  dated as of July 1, 1999 between Barry  Lefkowitz and Mack-Cali
 Realty                            Corporation  (filed as  Exhibit  10.12 to the
 Operating  Partnership's  Form 10-Q dated                            June 30, 1999 and
incorporated herein by reference).
|---- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.9 |  | Restricted
 Share Award  Agreement  dated as of July 1, 1999 between Roger W. Thomas and Mack-Cali
 Realty                            Corporation  (filed as  Exhibit  10.13 to the
 Operating  Partnership's  Form 10-Q dated                            June 30, 1999 and
incorporated herein by reference).
|---- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

63

---

|Exhibit Number10.10 |  | Exhibit TitleRestricted
 Share Award Agreement dated as of March 12, 2001 between Roger W. Thomas and Mack-Cali
 Realty                            Corporation  (filed as  Exhibit  10.10 to the
 Operating  Partnership's  Form 10-Q dated                            March 31, 2001 and
incorporated herein by reference).
|------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.11 |  | Restricted
 Share Award  Agreement  dated as of March 12, 2001  between  Michael  Grossman  and
 Mack-Cali                            Realty  Corporation  (filed as Exhibit  10.11 to
the Operating  Partnership's  Form 10-Q                            dated March 31, 2001
and incorporated herein by reference).
|----- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.12 |  | Restricted
 Share  Award  Agreement  effective  as of  January  2,  2003 by and  between
                           Mack-Cali  Realty  Corporation  and  Mitchell  E. Hersh
 (filed as  Exhibit  10.1 to the                            Corporation's
 Form 8-K  dated  January  2, 2003 and  incorporated  herein by
                           reference).
|----- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.13 |  | Tax
Gross Up Agreement  effective as of January 2, 2003 by and between  Mack-Cali Realty
                           Corporation and Mitchell E. Hersh (filed as Exhibit 10.2 to
the  Corporation's  Form 8-K                            dated January 2, 2003 and
incorporated herein by reference).
|----- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.14 |  | First
 Amendment  effective  as of  January  2,  2003  to  the  Restricted  Share  Award
                           Agreement  dated July 1, 1999  between  Mack-Cali  Realty
 Corporation  and  Mitchell E.                            Hersh (filed as Exhibit  10.3
to the  Corporation's  Form 8-K dated  January 2, 2003 and
                           incorporated herein by reference).
|----- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.15 |  | Restricted
 Share  Award  Agreement  effective  as of  January  2,  2003 by and  between
                           Mack-Cali  Realty  Corporation  and  Timothy  M.  Jones
 (filed as  Exhibit  10.4 to the                            Corporation's Form 8-K dated
January 2, 2003 and incorporated herein by reference).
|----- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.16 |  | Tax
Gross Up Agreement  effective as of January 2, 2003 by and between  Mack-Cali Realty
                           Corporation  and Timothy M. Jones (filed as Exhibit 10.5 to
the  Corporation's  Form 8-K                            dated January 2, 2003 and
incorporated herein by reference).
|----- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.17 |  | First
 Amendment  effective as of January 2, 2003 to the Restricted  Share Award  Agreement
 dated July 1,                            1999 between  Mack-Cali  Realty  Corporation
and Timothy M. Jones (filed as Exhibit 10.6                            to the
 Corporation's  Form 8-K  dated  January  2,  2003  and  incorporated  herein  by
                           reference).
|----- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.18 |  | Restricted
 Share  Award  Agreement  effective  as of  January  2,  2003 by and  between
                           Mack-Cali  Realty  Corporation  and  Barry  Lefkowitz  (filed
 as  Exhibit  10.7  to the                            Corporation's Form 8-K dated
January 2, 2003 and incorporated herein by reference).
|----- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.19 |  | Tax
Gross Up Agreement  effective as of January 2, 2003 by and between  Mack-Cali Realty
                           Corporation and Barry  Lefkowitz  (filed as Exhibit 10.8 to
the  Corporation's  Form 8-K                            dated January 2, 2003 and
incorporated herein by reference).
|----- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.20 |  | First
 Amendment  effective  as of  January  2,  2003  to  the  Restricted  Share  Award
                           Agreement dated July 1, 1999 between  Mack-Cali  Realty
 Corporation and Barry Lefkowitz                            (filed  as  Exhibit  10.9 to
the  Corporation's  Form  8-K  dated  January  2,  2003 and
                           incorporated herein by reference).
|----- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.21 |  | Restricted
 Share  Award  Agreement  effective  as of  January  2, 2003 by and  between  Mack-Cali
 Realty                            Corporation  and Roger W. Thomas (filed as Exhibit
10.10 to the  Corporation's  Form 8-K                            dated January 2, 2003
and incorporated herein by reference).
|----- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

64

---

|Exhibit Number         10.22 |  | Exhibit TitleTax
Gross Up Agreement  effective as of January 2, 2003 by and between  Mack-Cali Realty
                           Corporation  and Roger W. Thomas (filed as Exhibit 10.11 to
the  Corporation's  Form 8-K                            dated January 2, 2003 and
incorporated herein by reference).
|---------------------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.23 |  | First
 Amendment  effective  as of  January  2,  2003  to  the  Restricted  Share  Award
                           Agreement dated July 1, 1999 between  Mack-Cali  Realty
 Corporation and Roger W. Thomas                            (filed  as  Exhibit  10.12 to
the  Corporation's  Form 8-K  dated  January  2,  2003 and
                           incorporated herein by reference).
|----- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.24 |  | First
 Amendment  effective  as of  January  2,  2003  to  the  Restricted  Share  Award
                           Agreement  dated  March 12,  2001  between  Mack-Cali  Realty
 Corporation  and Roger W.                            Thomas (filed as Exhibit 10.13 to
the  Corporation's  Form 8-K dated January 2, 2003 and
                           incorporated herein by reference).
|----- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.25 |  | Restricted
 Share  Award  Agreement  effective  as of  January  2,  2003 by and  between
                           Mack-Cali  Realty  Corporation  and Michael A.  Grossman
 (filed as Exhibit 10.14 to the                            Corporation's Form 8-K dated
January 2, 2003 and incorporated herein by reference).
|----- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.26 |  | Tax
Gross Up Agreement  effective as of January 2, 2003 by and between  Mack-Cali Realty
                           Corporation  and Michael A. Grossman (filed as Exhibit 10.15
to the  Corporation's  Form                            8-K dated January 2, 2003 and
incorporated herein by reference).
|----- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.27 |  | Restricted
 Share  Award  Agreement  dated  December  6, 1999 by and  between  Mack-Cali
                           Realty   Corporation   and  Michael  A.   Grossman   (filed
 as  Exhibit  10.16  to  the                            Corporation's Form 8-K dated
January 2, 2003 and incorporated herein by reference).
|----- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.28 |  | First
 Amendment  effective  as of  January  2,  2003  to  the  Restricted  Share  Award
                           Agreement  dated December 6, 1999 between  Mack-Cali  Realty
 Corporation and Michael A.                            Grossman  (filed as Exhibit  10.17
to the  Corporation's  Form 8-K dated January 2, 2003                            and
incorporated herein by reference).
|----- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.29 |  | First
 Amendment  effective  as of  January  2,  2003  to  the  Restricted  Share  Award
                           Agreement  dated March 12, 2001  between  Mack-Cali  Realty
 Corporation  and Michael A.                            Grossman  (filed as Exhibit
 10.18 to the  Corporation's  Form 8-K dated January 2, 2003
                           and incorporated herein by reference).
|----- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.30 |  | Restricted
 Share  Award  Agreement  effective  as of  December  2, 2003 by and  between
                           Mack-Cali  Realty  Corporation  and  Mitchell  E. Hersh
 (filed as  Exhibit  10.1 to the                            Corporation's Form 8-K dated
December 2, 2003 and incorporated herein by reference).
|----- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.31 |  | Tax
 Gross Up  Agreement  effective  as of  December  2, 2003 by and  between  Mack-Cali
                           Realty  Corporation  and Mitchell E. Hersh  (filed as Exhibit
10.2 to the  Corporation's                            Form 8-K dated December 2, 2003 and
incorporated herein by reference).
|----- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.32 |  | Restricted
 Share  Award  Agreement  effective  as of  December  2, 2003 by and  between
                           Mack-Cali  Realty  Corporation  and  Timothy  M.  Jones
 (filed as  Exhibit  10.3 to the                            Corporation's Form 8-K dated
December 2, 2003 and incorporated herein by reference).
|----- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.33 |  | Tax
 Gross Up  Agreement  effective  as of  December  2, 2003 by and  between  Mack-Cali
                           Realty  Corporation  and Timothy M. Jones  (filed as Exhibit
 10.4 to the  Corporation's                            Form 8-K dated December 2, 2003
and incorporated herein by reference).
|----- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

65

---

|Exhibit Number      10.34 |  | Exhibit TitleRestricted
 Share  Award  Agreement  effective  as of  December  2, 2003 by and  between
                           Mack-Cali  Realty  Corporation  and  Barry  Lefkowitz  (filed
 as  Exhibit  10.5  to the                            Corporation's Form 8-K dated
December 2, 2003 and incorporated herein by reference).
|------------------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.35 |  | Tax
 Gross Up  Agreement  effective  as of  December  2, 2003 by and  between  Mack-Cali
                           Realty  Corporation  and Barry  Lefkowitz  (filed as Exhibit
 10.6 to the  Corporation's                            Form 8-K dated December 2, 2003
and incorporated herein by reference).
|----- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.36 |  | Restricted
 Share  Award  Agreement  effective  as of  December  2, 2003 by and  between
                           Mack-Cali  Realty  Corporation  and  Roger  W.  Thomas  (filed
 as  Exhibit  10.7 to the                            Corporation's Form 8-K dated
December 2, 2003 and incorporated herein by reference).
|----- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.37 |  | Tax
 Gross Up  Agreement  effective  as of  December  2, 2003 by and  between  Mack-Cali
                           Realty  Corporation  and Roger W.  Thomas  (filed as Exhibit
 10.8 to the  Corporation's                            Form 8-K dated December 2, 2003
and incorporated herein by reference).
|----- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.38 |  | Restricted
 Share  Award  Agreement  effective  as of  December  2, 2003 by and  between
                           Mack-Cali  Realty  Corporation  and  Michael  Grossman  (filed
 as  Exhibit  10.9 to the                            Corporation's Form 8-K dated
December 2, 2003 and incorporated herein by reference).
|----- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.39 |  | Tax
 Gross Up  Agreement  effective  as of  December  2, 2003 by and  between  Mack-Cali
                           Realty  Corporation and Michael  Grossman  (filed as Exhibit
10.10 to the  Corporation's                            Form 8-K dated December 2, 2003
and incorporated herein by reference).
|----- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.40 |  | Amended
and Restated  Revolving  Credit  Agreement dated as of September 27, 2002, among
                           Mack-Cali  Realty,  L.P. and JPMorgan Chase Bank,  Fleet
National Bank and Other Lenders                            Which May Become  Parties
 Thereto with JPMorgan  Chase Bank, as  administrative  agent,
                           swing lender and fronting  bank,  Fleet National Bank and
 Commerzbank  AG, New York and                            Grand  Cayman  branches as
 syndication  agents,  Bank of America,  N.A. and Wells Fargo
                           Bank,  National  Association,  as documentation  agents, and
J.P. Morgan Securities Inc.                            and Fleet  Securities,  Inc,  as
 arrangers  (filed  as  Exhibit  10.1 to the  Operating
                           Partnership's Form 8-K dated September 27, 2002 and
incorporated herein by reference).
|----- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.41 |  | Contribution
 and  Exchange   Agreement  among  The  MK  Contributors,   The  MK  Entities,   The
 Patriot                            Contributors,  The Patriot  Entities,  Patriot
 American  Management  and Leasing Corp.,                            Cali  Realty,  L.P.
 and Cali Realty  Corporation,  dated  September  18, 1997 (filed as
                           Exhibit 10.98 to the  Corporation's  Form 8-K dated September
19, 1997 and  incorporated                            herein by reference).
|----- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.42 |  | First
Amendment to Contribution  and Exchange  Agreement,  dated as of December 11, 1997, by
and among the                            Operating  Partnership,  the  Corporation  and
the Mack Group (filed as Exhibit 10.99 to                            the  Corporation's
 Form  8-K  dated  December  11,  1997  and  incorporated  herein  by
                           reference).
|----- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.43 |  | Employee
Stock Option Plan of Mack-Cali  Realty  Corporation  (filed as Exhibit 10.1 to the
 Corporation's                            Post-Effective   Amendment  No.  1  to  Form
 S-8,   Registration  No.  333-44443,   and                            incorporated
herein by reference).
|----- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.44 |  | Director
Stock Option Plan of Mack-Cali  Realty  Corporation  (filed as Exhibit 10.2 to the
 Corporation's                            Post-Effective   Amendment  No.  1  to  Form
 S-8,   Registration  No.  333-44443,   and                            incorporated
herein by reference).
|----- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

66

---

|Exhibit Number10.45 |  | Exhibit Title2000
 Employee  Stock Option Plan (filed as Exhibit 10.1 to the  Corporation's  Registration
 Statement on                            Form  S-8,  Registration  No.  333-52478,  and
 incorporated  herein by  reference),  as                            amended  by the
 First  Amendment  to the 2000  Employee  Stock  Option  Plan  (filed as
                           Exhibit  10.17 to the  Corporation's  Form 10-Q  dated  June
30,  2002 and  incorporated                            herein by reference).
|------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.46 |  | Amended
 and  Restated  2000  Director  Stock  Option  Plan  (filed as Exhibit  10.2 to the
 Corporation's                            Post-Effective  Amendment No. 1 to Registration
 Statement on Form S-8, Registration No.                            333-100244, and
incorporated herein by reference).
|----- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.47 |  | Mack-Cali
 Realty  Corporation  2004 Incentive  Stock Plan (filed as Exhibit 10.1 to the
                           Corporation's  Registration  Statement on Form S-8,
 Registration  No.  333-116437,  and                            incorporated herein by
reference).
|----- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.48 |  | Deferred
 Compensation  Plan for Directors  (filed as Exhibit 10.1 to the  Corporation's
                           Registration  Statement  on Form  S-8,  Registration  No.
 333-80081,  and  incorporated                            herein by reference).
|----- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.49 |  | Form
of  Indemnification  Agreement by and between Mack-Cali Realty Corporation and each
                           of William L. Mack, John J. Cali,  Mitchell E. Hersh,  Earle
I. Mack, John R. Cali, Alan                            S. Bernikow,  Brendan T. Byrne,
Martin D. Gruss,  Nathan Gantcher,  Vincent Tese, Roy J.
                           Zuckerberg,  Alan G. Philibosian,  Irvin D. Reid, Robert F.
Weinberg,  Timothy M. Jones,                            Barry  Lefkowitz,  Roger W.
Thomas,  Michael A.  Grossman,  James Clabby,  Anthony Krug,
                           Dean  Cingolani,  Anthony  DeCaro Jr.,  Mark Durno,  William
 Fitzpatrick,  John Kropke,                            Nicholas  Mitarotonda,  Jr.,
 Michael Nevins,  Virginia Sobol,  Albert Spring and Daniel
                           Wagner  (filed  as  Exhibit  10.28  to  the  Operating
 Partnership's  Form  10-Q  dated                            September 30, 2002 and
incorporated herein by reference).
|----- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.50 |  | Indemnification
 Agreement  dated  October  22,  2002 by and  between  Mack-Cali  Realty
                           Corporation  and John Crandall  (filed as Exhibit  10.29 to
the Operating  Partnership's                            Form 10-Q dated September 30,
2002 and incorporated herein by reference).
|----- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.51 |  | Second
 Amendment to  Contribution  and Exchange  Agreement,  dated as of June 27, 2000,
                           between RMC Development  Company,  LLC f/k/a Robert Martin
 Company,  LLC, Robert Martin                            Eastview North Company,  L.P.,
the Corporation and the Operating  Partnership  (filed as
                           Exhibit  10.44 to the  Operating  Partnership's  Form 10-K
dated  December  31, 2002 and                            incorporated herein by
reference.)
|----- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.52 |  | Limited
 Partnership  Agreement of Meadowlands  Mills/Mack-Cali  Limited  Partnership by
                           and between Meadowlands Mills Limited Partnership,  Mack-Cali
Meadowlands  Entertainment                            L.L.C.  and  Mack-Cali  Meadowlands
 Special  L.L.C.  dated  November 25, 2003 (filed as                            Exhibit
 10.1 to the  Corporation's  Form 8-K dated  December  3, 2003 and  incorporated
                           herein by reference).
|----- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.53 |  | Redevelopment
 Agreement by and between the New Jersey Sports and  Exposition  Authority
                           and Meadowlands  Mills/Mack-Cali  Limited  Partnership  dated
December 3, 2003 (filed as                            Exhibit  10.2 to the  Corporation's
 Form 8-K dated  December  3, 2003 and  incorporated                            herein by
reference).
|----- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

67

---

|Exhibit Number        10.54 |  | Exhibit TitleAgreement
of Sale and Purchase [30  Knightsbridge  Road,  Piscataway,  New Jersey] by and
                           between  Mack-Cali Realty  Corporation and AT&T Corp. dated as
of April 2, 2004 (filed as                            Exhibit 10.1 to the Operating
 Partnership's Form 8-K dated June 1, 2004 and incorporated
                           herein by reference).
|--------------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.55 |  | First
 Amendment to Agreement of Sale and Purchase [30  Knightsbridge  Road,  Piscataway,
                           New Jersey] by and between  Knightsbridge  Realty L.L.C.  and
AT&T Corp. dated as of June                            1, 2004  (filed as Exhibit  10.2
to the  Operating  Partnership's  Form 8-K dated June 1,                            2004
and incorporated herein by reference).
|----- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.56 |  | Agreement
 of Sale  and  Purchase  [Kemble  Plaza  II - 412  Mt.  Kemble  Avenue,  Morris
                           Township,  NJ] by and between  Mack-Cali  Realty  Corporation
and AT&T Corp.  dated as of                            April 2, 2004 (filed as Exhibit
10.3 to the Operating  Partnership's  Form 8-K dated June                            1,
2004 and incorporated herein by reference).
|----- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.57 |  | First
 Amendment  to Agreement of Sale and  Purchase  [Kemble  Plaza II - 412 Mt.  Kemble
                           Avenue, Morris Township,  NJ] by and between Kemble Plaza II
Realty L.L.C. and AT&T Corp.                            dated as of June 1, 2004 (filed
as Exhibit 10.4 to the Operating  Partnership's  Form 8-K
                           dated June 1, 2004 and incorporated herein by reference).
|----- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.58 |  | Master
Assignment and Assumption Agreement by and between AT&T Corp. and Mack-Cali
                           Realty Corporation dated as of April 2, 2004 (filed as Exhibit
10.5 to the Operating                            Partnership's Form 8-K dated June 1,
2004 and incorporated herein by reference).
|----- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.59 |  | First
Amendment to Master  Assignment and Assumption  Agreement by and between AT&T Corp.
                           and Mack-Cali Realty  Corporation  dated as of June 1, 2004
(filed as Exhibit 10.6 to the                            Operating  Partnership's  Form
 8-K  dated  June  1,  2004  and  incorporated  herein  by
                           reference).
|----- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.60 |  | Nominee
Agreement between Mack-Cali Realty  Corporation and Mack-Cali Realty,  L.P. dated
                           as of April 2, 2004 (filed as Exhibit  10.7 to the
 Operating Partnership's  Form 8-K dated June 1,                            2004 and incorporated
herein by reference).
|----- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|31.1* |  | Certification
of the Corporation's  President and Chief Executive  Officer,  Mitchell E.
                           Hersh, pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
|----- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|31.2* |  | Certification
of the Corporation's  Chief Financial Officer,  Barry Lefkowitz,  pursuant
                           to Section 302 of the Sarbanes-Oxley Act of 2002.
|----- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------

|32.1* |  | Certification
of the Corporation's  President and Chief Executive  Officer,  Mitchell E.
                           Hersh, and the  Corporation's  Chief Financial  Officer,
 Barry  Lefkowitz,  pursuant to                            Section 906 of the
Sarbanes-Oxley Act of 2002.
|----- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

*filed herewith

68

---