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# UNITED STATESSECURITIES AND
EXCHANGE COMMISSIONWASHINGTON, 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 September 30, 2003
| | -------------------------------------------------

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 333-57103-01

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 07016-3501
(Address of principal executive office)
(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) YES X NO 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

|        |  |                       |  |                                                                                                              |  | Page 
|------- |  | --------------------- |  | ------------------------------------------------------------------------------------------------------------ |  | -----
|Part I  |  | Financial Information |  |                                                                                                             
|        |  | Item 1.               |  | Financial Statements:                                                                                        |  |      
|        |  |                       |  | Consolidated Balance Sheets as of September 30, 2003 and December 31, 2002                                   |  | 4    
|        |  |                       |  | Consolidated Statements of Operations for the three and nine month periods ended September 30, 2003 and 2002 |  | 5    
|        |  |                       |  | Consolidated Statement of Changes in Partners' Capital for the nine months ended September 30, 2003          |  | 6    
|        |  |                       |  | Consolidated Statements of Cash Flows for the nine months ended September 30, 2003 and 2002                  |  | 7    
|        |  |                       |  | Notes to Consolidated Financial Statements                                                                   |  | 8-36 
|        |  | Item 2.               |  | Management's Discussion and Analysis of Financial Condition and Results of Operations                        |  | 37-53
|        |  | Item 3.               |  | Quantitative and Qualitative Disclosures about Market Risk                                                   |  | 54   
|        |  | Item 4.               |  | Controls and Procedures                                                                                      |  | 54   
|Part II |  | Other Information     |  |                                                                                                             
|        |  | Item 1.               |  | Legal Proceedings                                                                                            |  | 55   
|        |  | Item 2.               |  | Changes in Securities and Use of Proceeds                                                                    |  | 56   
|        |  | Item 3.               |  | Defaults Upon Senior Securities                                                                              |  | 56   
|        |  | Item 4.               |  | Submission of Matters to a Vote of Security Holders                                                          |  | 56   
|        |  | Item 5.               |  | Other Information                                                                                            |  | 56   
|        |  | Item 6.               |  | Exhibits and Reports on Form 8-K                                                                             |  | 57-62
|        |  |                       |  | Signatures                                                                                                   |  | 63   
|        |  |                       |  |                                                                                                              |  |      

2

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MACK-CALI REALTY, L.P.

Part I  Financial
Information

Item I. 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, 2002.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | The results
of operations for the three and nine month periods ended September 30, 2003 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)

|                                                                    | September 30,
2003
(unaudited) | December 31,
2002
|------------------------------------------------------------------- | ------------------------------ | -----------------
|
|Rental property                                                     |                                |                  
|Land and leasehold interests                                        |                                |                  
|Buildings and improvements                                          |                                |                  
|Tenant improvements                                                 |                                |                  
|Furniture, fixtures and equipment                                   |                                |                  
|                                                                    |                                |                  
|                                                                    |                                |                  
|Less - accumulated depreciation and amortization                    |                                |                  
|                                                                    |                                |                  
|Net investment in rental property                                   |                                |                  
|Cash and cash equivalents                                           |                                |                  
|Investments in unconsolidated joint ventures, net                   |                                |                  
|Unbilled rents receivable, net                                      |                                |                  
|Deferred charges and other assets, net                              |                                |                  
|Restricted cash                                                     |                                |                  
|Accounts receivable, net of allowance for doubtful accounts         |                                |                  
|of $1,516 and $1,856                                                |                                |                  
|                                                                    |                                |                  
|Total assets                                                        |                                |                  
|                                                                    |                                |                  
|LIABILITIES AND PARTNERS' CAPITAL                                   |                                |                  
|Senior unsecured notes                                              |                                |                  
|Revolving credit facilities                                         |                                |                  
|Mortgages and loans payable                                         |                                |                  
|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 0 preferred units outstanding           |                                |                  
|Limited partners, 215,456 and 215,894 preferred units outstanding   |                                |                  
|General Partner, 58,182,631 and 57,318,478 common units outstanding |                                |                  
|Limited partners, 7,795,498 and 7,813,806 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
SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS(in thousands, except per unit
amounts) (unaudited)

|                                                         | Three Months Ended
September 30, | Nine Months Ended
September 30, |   |        
|-------------------------------------------------------- | -------------------------------- | ------------------------------- | - | -------
|
|REVENUES                                                 |                                  |                                 |   |        
|Base rents                                               |                                  |                                 | $ | 126,120
|Escalations and recoveries from tenants                  |                                  |                                 |   | 16,285 
|Parking and other                                        |                                  |                                 |   | 4,981  
|                                                         |                                  |                                 |   |        
|Total revenues                                           |                                  |                                 |   | 147,386
|                                                         |                                  |                                 |   |        
|EXPENSES                                                 |                                  |                                
|Real estate taxes                                        |                                  |                                 |   | 16,677 
|Utilities                                                |                                  |                                 |   | 11,658 
|Operating services                                       |                                  |                                 |   | 17,329 
|General and administrative                               |                                  |                                 |   | 8,661  
|Depreciation and amortization                            |                                  |                                 |   | 29,511 
|Interest expense                                         |                                  |                                 |   | 28,910 
|Interest income                                          |                                  |                                 |   | (244   
|Loss on early retirement of debt, net                    |                                  |                                 |   | --     
|                                                         |                                  |                                 |   |        
|Total expenses                                           |                                  |                                 |   | 112,502
|                                                         |                                  |                                 |   |        
|Income from continuing operations before equity in       |                                  |                                
|earnings of unconsolidated joint ventures                |                                  |                                 |   | 34,884 
|Equity in earnings of unconsolidated joint ventures, net |                                  |                                 |   | 3,575  
|Gain on sale of investment in unconsolidated             |                                  |                                
|joint venture                                            |                                  |                                 |   | 23,140 
|                                                         |                                  |                                 |   |        
|Income from continuing operations                        |                                  |                                 |   | 61,599 
|Discontinued operations                                  |                                  |                                
|(Loss) income from discontinued operations               |                                  |                                 |   | --     
|Realized gain on disposition of rental property          |                                  |                                 |   | --     
|                                                         |                                  |                                 |   |        
|Total discontinued operations, net                       |                                  |                                 |   | --     
|Realized gains (losses) and unrealized losses on         |                                  |                                
|disposition of rental property, net                      |                                  |                                 |   | --     
|                                                         |                                  |                                 |   |        
|Net income                                               |                                  |                                 |   | 61,599 
|Series B Preferred unit distributions                    |                                  |                                 |   | (3,917 
|Series C Preferred unit distributions                    |                                  |                                 |   | (500   
|                                                         |                                  |                                 |   |        
|Net income available to common unitholders               |                                  |                                 | $ | 57,182 
|                                                         |                                  |                                 |   |        
|Basic earnings per common unit:                          |                                  |                                
|Income from continuing operations                        |                                  |                                 | $ | 0.87   
|Discontinued operations                                  |                                  |                                 |   | --     
|                                                         |                                  |                                 |   |        
|Net income available to common unitholders               |                                  |                                 | $ | 0.87   
|                                                         |                                  |                                 |   |        
|Diluted earnings per common unit:                        |                                  |                                
|Income from continuing operations                        |                                  |                                 | $ | 0.84   
|Discontinued operations                                  |                                  |                                 |   | --     
|                                                         |                                  |                                 |   |        
|Net income available to common unitholders               |                                  |                                 | $ | 0.84   
|                                                         |                                  |                                 |   |        
|Dividends declared per common unit                       |                                  |                                 | $ | 0.63   
|                                                         |                                  |                                 |   |        
|Basic weighted average units outstanding                 |                                  |                                 |   | 65,668 
|                                                         |                                  |                                 |   |        
|Diluted weighted average units outstanding               |                                  |                                 |   | 72,465 
|                                                         |                                  |                                 |   |        

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 Nine Months Ended September
30, 2003(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, 2003    |                                 |                                  |                              | --                            |                                       |                                        | 216                                |                                     |      
|Net income                    |                                 |                                  |                              | --                            |                                       |                                        | --                                 |                                     |      
|Distributions                 |                                 |                                  |                              | --                            |                                       |                                        | --                                 |                                     |      
|Issuance of preferred         |                                 |                                 
|units                         |                                 |                                  |                              | 10                            |                                       |                                        | --                                 |                                     |      
|Redemption of preferred       |                                 |                                 
|units for common              |                                 |                                 
|units                         |                                 |                                  |                              | --                            |                                       |                                        | (1                                 | )                                   |      
|Redemption of limited         |                                 |                                 
|partner common units for      |                                 |                                 
|shares of common stock        |                                 |                                  |                              | --                            |                                       |                                        | --                                 |                                     |      
|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                  |                                 |                                  |                              | --                            |                                       |                                        | --                                 |                                     |      
|Repurchase of general         |                                 |                                 
|partner common units          |                                 |                                  |                              | --                            |                                       |                                        | --                                 |                                     |      
|                              |                                 |                                  |                              |                               |                                       |                                        |                                    |                                     |      
|Balance at September 30, 2003 |                                 |                                  |                              | 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)

|                                                                                     | Nine Months Ended
September 30, | 
|------------------------------------------------------------------------------------ | ------------------------------- | 
|
|
|Net income                                                                           |                                 | 
|Adjustments to reconcile net income to net cash provided by operating activities:    |                                 | 
|Depreciation and amortization                                                        |                                 | 
|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 ventures, net                             |                                 | 
|Gain on sale of investment in unconsolidated joint venture                           |                                 | 
|Realized (gains) losses and unrealized losses on disposition of rental property, net |                                 | 
|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                                                 |                                 | 
|Decrease in accounts payable and accrued expenses                                    |                                 | 
|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                                                         |                                 | 
|Proceeds from repayment of mortgage note receivable                                  |                                 | 
|Investments in unconsolidated joint ventures                                         |                                 | 
|Distributions from unconsolidated joint ventures                                     |                                 | 
|Proceeds from sale of investment in unconsolidated joint venture                     |                                 | 
|Proceeds from sales of rental property                                               |                                 | 
|(Increase) decrease in restricted cash                                               |                                 | 
|                                                                                     |                                 | 
|Net cash provided by (used in) investing activities                                  |                                 | 
|                                                                                     |                                 | 
|CASH FLOWS FROM FINANCING ACTIVITIES                                                 |                                 | 
|Proceeds from senior unsecured notes                                                 |                                 | 
|Proceeds from revolving credit facilities                                            |                                 | 
|Repayments of revolving credit facilities                                            |                                 | 
|Repayment of senior unsecured notes                                                  |                                 | 
|Repayments of mortgages and loans payable                                            |                                 | 
|Net proceeds from preferred unit 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 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 SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (dollars in thousands, except per share/unit amounts)

1.    
          ORGANIZATION AND BASIS OF PRESENTATION

Organization

Mack-Cali Realty, L.P., a Delaware
limited partnership, and 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 88.2 percent and 88.0 percent common unit interest in the
Operating Partnership as of September 30, 2003 and December 31, 2002, 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 September 30, 2003, the
Operating Partnership owned or had interests in 265 properties plus developable land
(collectively, the Properties). The Properties aggregate approximately 28.5
million square feet, which are comprised of 155 office buildings and 97 office/flex
buildings totaling approximately 28.0 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 stand-alone retail properties totaling approximately 118,040 square feet (which
include one 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 three parcels of land leased to
others. The Properties are located in eight states, primarily in the Northeast, plus the
District of Columbia.

BASIS OF PRESENTATION

The accompanying consolidated
financial statements include all accounts of the Operating Partnership, its majority-owned
and/or controlled subsidiaries, which consist principally of Mack-Cali Realty, L.P.
(Operating Partnership). See Investments in Unconsolidated Joint Ventures in
Note 2 for the Operating Partnerships treatment of unconsolidated joint venture
interests. All significant 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 $60,247 and $168,700 (including land of $46,635 and $50,481) as of
September 30, 2003 and December 31, 2002, 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. As the
statement requires implementation on a prospective basis, properties which were
identified as held for sale by the Operating Partnership prior to January 1, 2002 are
presented in the accompanying financial statements in a manner consistent with the
presentation prior to January 1, 2002. 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.

Investments in Unconsolidated Joint Ventures, Net

The Operating Partnership accounts
for its investments in unconsolidated joint ventures 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.

10

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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 Costs

Costs 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 $1,118 and $1,176 for the three months
ended September 30, 2003 and 2002, respectively, and $3,603 and $3,529 for the nine
months ended September 30, 2003 and 2002, 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 $821 and $908 for the three months ended September 30, 2003 and
2002, respectively, and $2,313 and $2,604 for the nine months ended September 30, 2003
and 2002, respectively.

Restricted Cash

Restricted cash includes tenant
security deposits and escrow and reserve funds for debt service, real estate taxes,
property insurance, capital improvements, tenant improvements, and leasing costs
established pursuant to certain mortgage financing arrangements.

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. See Note 9 Interest Rate
Contract.

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. 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.

11

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Reimbursements 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.

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 Taxes

The 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.

Distributions Payable

The distributions payable at
September 30, 2003 represents distribution payable to preferred unitholders of record as
of October 3, 2003 (10,000 Series C Preferred units), distributions payable to common
unitholders (66,057,442 common units) on that same date and preferred distributions
payable to preferred unitholders (215,456 Series B preferred units) for the third quarter
2003. The third quarter 2003 Series C preferred unit distributions of $0.50 per preferred
unit and common unit distributions of $0.63 per common unit, as well as the third quarter
preferred unit distributions of $18.1818 per preferred unit were approved by the Board of
Directors on September 17, 2003. The Series C preferred unit distributions payable were
paid on October 15, 2003. The common and Series B preferred unit distributions payable
were paid on October 20, 2003.

12

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The distributions payable at
December 31, 2002 represents distributions payable to common unitholders of record as of
January 6, 2003 (65,304,223 common units), and preferred distributions payable to
preferred unitholders (215,894 Series B preferred units) for the fourth quarter 2002. The
fourth quarter 2002 common unit distributions of $0.63 per common unit, as well as the
fourth quarter preferred unit distribution of $18.1818 per preferred unit, were approved
by the Board of Directors on December 19, 2002 and paid on January 17, 2003.

Costs Incurred for Preferred Stock Issuances

Costs incurred in
connection with the Corporations preferred stock issuances are reflected as a
reduction of General Partners capital.

Stock Options

With respect to the Corporations
stock options which were granted prior to 2002, the Operating Partnership accounted for
stock-based compensation 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 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, if any, 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. In 2002, the
Operating Partnership adopted the provisions of FASB No. 123, which requires, on a
prospective basis, that the value of stock options at the grant date be amortized ratably
into expense over the appropriate vesting period. The Corporation did not grant any stock
options in 2002. For the three and nine month periods ended September 30, 2003, the
Operating Partnership recorded stock options expense of $51 and $139, respectively, for
stock options granted in 2003. 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:

13

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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
September 30, | Nine Months Ended
September 30, |   |       
|------------------------------------------- | -------------------------------- | ------------------------------- | - | ------
|
|Net income available to common unitholders, |                                  |                                 |   |       
|as reported                                 |                                  |                                 | $ | 57,182
|Add: Stock-based employee compensation      |                                  |                                
|expense included in reported net income     |                                  |                                 |   | 51    
|Deduct: Total stock-based employee          |                                  |                                
|compensation expense determined             |                                  |                                
|under fair value based method for           |                                  |                                
|all awards                                  |                                  |                                 |   | (471  
|                                            |                                  |                                 |   |       
|Pro forma net income available              |                                  |                                
|to common unitholders - basic               |                                  |                                 | $ | 56,762
|                                            |                                  |                                 |   |       
|Earnings Per Common Unit:                   |                                  |                                
|Basic - as reported                         |                                  |                                 | $ | 0.87  
|Basic -  pro forma                          |                                  |                                 | $ | 0.86  
|                                            |                                  |                                
|Diluted - as reported                       |                                  |                                 | $ | 0.84  
|Diluted - pro forma                         |                                  |                                 | $ | 0.84  
|                                            |                                  |                                 |   |       

Reclassifications

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

3.    
          REAL ESTATE PROPERTY TRANSACTIONS

Property Acquisitions

The Operating Partnership acquired
the following operating properties during the nine months ended September 30, 2003:

|Acquisition
Date                    | Property/Address | Location | # of
Bldgs.       | Rentable
Square Feet | Investment by
Operating
Partnership (a)
|----------------------------------- | ---------------- | -------- | ----------------- | -------------------- | ---------------------------------------
|Office:                             |                  |          |                   |                      |                                        
|09/12/03                            |                  |          | 4 Sentry Parkway  |                      |                                        
|09/23/03                            |                  |          | 14 Commerce Drive |                      |                                        
|                                    |                  |          |                   |                      |                                        
|Total Office Property Acquisitions: |                  |          |                   |                      |                                        
|                                    |                  |         
|Office/Flex                         |                  |         
|08/19/03                            |                  |          | 3 Odell Plaza     |                      |                                        
|                                    |                  |          |                   |                      |                                        
|Total Property Acquisitions:        |                  |          |                   |                      |                                        
|                                    |                  |          |                   |                      |                                        

| | (a) | Transactions were funded primarily through borrowings on the Operating
                    Partnerships revolving credit facility, from net proceeds received in the
                    sale or sales of rental property, and/or from the Operating Partnerships
                    cash reserves. Amounts are as of September 30, 2003.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

14

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Property Sales

On March 28, 2003, the Operating
Partnership sold 1770 St. James Place, a 103,689 square-foot office building located in
Houston, Harris County, Texas, for net sales proceeds of approximately $5,469. The
Operating Partnership recognized a gain of $1,324 from the sale, which is presented in
discontinued operations for the nine months ended September 30, 2003. See Note 6.

On October 31, 2003, the Operating
Partnership sold 111 Soledad, a 248,153 square foot office building located in San
Antonio, Texas, for net sales proceeds of approximately $10,780.

4.    
          INVESTMENTS IN UNCONSOLIDATED JOINT VENTURES

The debt of the Operating
Partnerships unconsolidated joint ventures aggregating $148,599 as of September 30,
2003 is non-recourse to the Operating Partnership, except for customary exclusions
pertaining to such matters as intentional misuse of funds, environmental conditions and
material misrepresentations, and except as otherwise indicated below.

HPMC

On April 23, 1998, the Operating
Partnership entered into a joint venture agreement 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 six 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 II

| | Continental
Grand II is a 239,085 square-foot office building located in El Segundo, Los Angeles
County, 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
Ridge

| | Summit
Ridge is an office complex comprised of six one-story buildings, aggregating 133,841
square feet, located in San Diego, San Diego County, 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.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

15

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Lava
Ridge

| | Lava
Ridge is an office complex comprised of six two-story buildings, aggregating 183,200
square feet, located in Roseville, Placer County, 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 & II

| | Pacific
Plaza I & II is a two-phase development joint venture project, located in Daly City,
San Mateo County, California between 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
comprises a six-story retail and theater complex. The theater portion of Phase II
commenced initial operations in June 2002, with a portion of the retail space commencing
operations in August 2002. The Operating Partnership performs management services for
these properties owned by the joint venture and recognized $81 and $91 in fees for such
services for the three months ended September 30, 2003 and 2002, respectively, and $234
and $213 for the nine months ended September 30, 2003 and 2002, respectively.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Stadium
Gateway

| | Stadium
Gateway is a development joint venture project, located in Anaheim, Orange County,
California between 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)

On April 30, 1998, the Operating
Partnership acquired a 49.9 percent interest in an existing joint venture, G&G Martco,
which owns Convention Plaza, a 305,618 square-foot office building, located in San
Francisco, San Francisco County, California. A portion of the Operating Partnerships
initial investment was financed through the issuance of common units, as well as funds
drawn from the Operating Partnerships revolving credit facilities. On June 4, 1999,
the Operating Partnership acquired an additional 0.1 percent interest in G&G Martco
through the issuance of common units. The venture has a mortgage loan with a $42,559
balance at September 30, 2003 secured by its office property. The mortgage bears interest
at a rate of the London Inter-Bank Offered Rate (LIBOR) (1.12 percent at
September 30, 2003) 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 $54 and $62 in fees for such services for the three months ended
September 30, 2003 and 2002, respectively, and $177 and $188 for the nine months ended
September 30, 2003 and 2002, 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 agreement with Columbia Development Company,
L.L.C. (Columbia) to form American Financial Exchange L.L.C (AFE).
The venture was formed to acquire land for future development, located on the Hudson River
waterfront in Jersey City, Hudson County, New Jersey, adjacent to the Operating
Partnerships Harborside Financial Center office complex. Among other things, the
partnership agreement provided 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 option 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
choose 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. 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 owned by the venture and
recognized $1,892 and $19 in fees for such services for the three months ended September
30, 2003 and 2002, respectively, and $2,194 and $19 for the nine months ended September
30, 2003 and 2002, respectively.

16

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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
$23,140, which is recorded in gain on sale of investment in unconsolidated joint venture
for the three and nine months ended September 30, 2003. Following completion of the sale
of its interest, the Operating Partnership no longer has any remaining obligations to
Schwab.

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 agreement 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 agreement 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, Rockland County, 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 $14,935 balance at September 30, 2003 secured by its
office/flex property. The mortgage bears interest at a rate of LIBOR plus 175 basis points
and matures in January 2005. 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 September 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 leasing costs of $705, which is included in the
Operating Partnerships equity in earnings for the nine months ended September 30,
2002. Following Superior Banks closure in June 2002, 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 for the nine months ended
September 30, 2003. The Operating Partnership performs management, leasing and other
services for the property owned by the joint venture and recognized $2 and $4 in fees for
such services for the three months ended September 30, 2003 and 2002, respectively, and
$10 and $53 for the nine months ended September 30, 2003 and 2002, respectively.

17

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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 agreement 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, Harris County, 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
$0 and $45 in fees for such services for the three and nine month periods ended September
30, 2002, respectively. 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.

In May 2002, the Operating
Partnership sent a notice to Prudential electing to exercise its option under the buy-sell
provisions of the joint venture agreement. Subsequently, Prudential sent notice to the
Operating Partnership that it was exercising its option to put its interest in the joint
venture to the Operating Partnership in exchange for common stock of the Corporation as
described above. In November 2002, the Operating Partnership and Prudential entered into a
first amendment to their joint venture agreement pursuant to which: (i) the Operating
Partnership retracted its notice of exercise of the buy-sell provisions of the joint
venture agreement, (ii) Prudential retracted its notice of exercise of its option to put
its interest in the joint venture to the Operating Partnership in exchange for common
stock of the Corporation, as described above, (iii) the mechanics of the exercise by
either party of their respective buy-sell, sale and exchange rights (Exit
Rights) were clarified and confirmed, and (iv) each party agreed to a one-year
moratorium on the exercise of their respective Exit Rights while the parties attempt to
reposition the assets of the joint venture.

ARCAP INVESTORS, L.L.C.

In 1999, the Operating Partnership
invested $20,000 in ARCap Investors, L.L.C., a joint venture with several participants,
which was formed to invest in sub-investment grade tranches of commercial mortgage-backed
securities (CMBS). William L. Mack, Chairman of the Board of Directors of the
Corporation, is a principal of an entity that owns approximately 28 percent of the venture
and has nominated a member of its board of directors. As of December 31, 2001, the
Operating Partnership held a 20.1 percent interest in the common equity of ARCap
Investors, L.L.C. On December 12, 2002, the Operating Partnership sold its interest in the
venture for $20,225.

MC-SJP MORRIS V REALTY,
LLC AND MC-SJP MORRIS VI REALTY, LLC

The Operating Partnership had an
agreement with SJP Properties (Land Development Agreement), which provided for
a cooperative effort in seeking approvals to develop up to approximately 1.8 million
square feet of office development on certain vacant land, which is located in Hanover and
Parsippany, Morris County, New Jersey, owned by the Operating Partnership and SJP
Properties. The Land Development Agreement provided that the parties share equally in the
costs associated with seeking such requisite approvals. Upon mutual consent, the Operating
Partnership and SJP Properties were able to enter into one or more joint ventures to
construct on the vacant land, or seek to dispose of their respective vacant land parcels
subject to the agreement. Pursuant to the Land Development Agreement, on August 24, 2000,
the Operating Partnership entered into a joint venture with SJP Properties to form MC-SJP
Morris V Realty, LLC and MC-SJP Morris VI Realty, LLC (collectively the Morris V and
VI Venture), which acquired developable land for approximately $16,193. The acquired
land is able to accommodate approximately 650,000 square feet of office space and is
located in Parsippany, Morris County, New Jersey. The venture entered into an agreement
pertaining to the acquired land and two other land parcels in Parsippany with an insurance
company to provide for a guarantee on the funding of the development of four office
properties, aggregating 850,000 square feet. Such agreement provided, if the venture
elected to develop, that the insurance company would be admitted to the joint venture and
provide all the equity required to fund the development, subject to certain conditions.
The venture had a mortgage loan secured by its land and guaranteed by the insurance
company, which carried an interest rate of LIBOR plus 125 basis points and was scheduled
to mature in March 2004.

18

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In October 2003, the Operating
Partnership and SJP Properties mutually agreed to terminate the Land Development Agreement
and the related Morris V and VI Venture, including the agreement with the insurance
company. In conjunction with the termination of the Land Development Agreement, the
Operating Partnership reimbursed SJP $1,812 for its development costs incurred on the
parcels of land owned by the Operating Partnership. Additionally, the Operating
Partnership sold its interest to SJP in the Morris V and VI Venture for $350, an amount
equivalent to the costs contributed to such venture.

SOUTH PIER AT HARBORSIDE
 HOTEL DEVELOPMENT

On November 17, 1999, the Operating
Partnership entered into an agreement with Hyatt Corporation (Hyatt) to
develop a 350-room hotel on the South Pier at Harborside Financial Center, Jersey City,
Hudson County, 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 has
a mortgage loan with a commercial bank with a $62,868 balance at September 30, 2003
secured by its hotel property, which each partner, including the Operating Partnership,
has severally guaranteed repayment of approximately $11,148. The debt bears interest at a
rate of LIBOR plus 275 basis points and matures in December 2003. The loan provides for
two one-year extension options upon payment of a fee and subject to certain conditions. As
the venture currently does not expect to meet the conditions allowing it to exercise an
extension option under the current loan, the venture is pursuing a new mortgage loan with
other potential lenders, although no assurance can be given that such financing will be
obtained. 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

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SUMMARIES OF UNCONSOLIDATED JOINT
VENTURES

The following is a summary of the
financial position of the unconsolidated joint ventures in which the Operating Partnership
had investment interests as of September 30, 2003 and December 31, 2002:

|                                 | September 30, 2003 | 
|-------------------------------- | ------------------ | 
|
|Assets:                          |                    | 
|Rental property, net             |                    | 
|Other assets                     |                    | 
|                                 |                    | 
|Total assets                     |                    | 
|                                 |                    | 
|Liabilities and partners'/       |                    | 
|members' capital (deficit):      |                    | 
|Mortgages and loans payable      |                    | 
|Other liabilities                |                    | 
|Partners'/members capital        |                    | 
|(deficit)                        |                    | 
|                                 |                    | 
|Total liabilities and partners'/ |                    | 
|members' capital (deficit)       |                    | 
|                                 |                    | 
|Operating Partnership's          |                    | 
|investment in unconsolidated     |                    | 
|joint ventures, net              |                    | 
|                                 |                    | 

|                                 | December 31, 2002 | 
|-------------------------------- | ----------------- | 
|
|Assets:                          |                   | 
|Rental property, net             |                   | 
|Other assets                     |                   | 
|                                 |                   | 
|Total assets                     |                   | 
|                                 |                   | 
|Liabilities and partners'/       |                   | 
|members' capital (deficit):      |                   | 
|Mortgages and loans payable      |                   | 
|Other liabilities                |                   | 
|Partners'/members' capital       |                   | 
|(deficit)                        |                   | 
|                                 |                   | 
|Total liabilities and partners'/ |                   | 
|members' capital (deficit)       |                   | 
|                                 |                   | 
|Operating Partnership's          |                   | 
|investment in unconsolidated     |                   | 
|joint ventures, net              |                   | 
|                                 |                   | 

20

---

The 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 September 30,
2003 and 2002:

|                     | Three Months Ended September 30, 2003 | 
|-------------------- | ------------------------------------- | 
|
|Total revenues       |                                       | 
|Operating and        |                                       | 
|other expenses       |                                       | 
|Depreciation         |                                       | 
|and amortization     |                                       | 
|Interest expense     |                                       | 
|                     |                                       | 
|Net income (loss)    |                                       | 
|                     |                                       | 
|Operating            |                                       | 
|Partnership's equity |                                       | 
|in earnings (loss)   |                                       | 
|of unconsolidated    |                                       | 
|joint ventures       |                                       | 
|                     |                                       | 

|                     | Three Months Ended September 30, 2002 | 
|-------------------- | ------------------------------------- | 
|
|Total revenues       |                                       | 
|Operating and        |                                       | 
|other expenses       |                                       | 
|Depreciation         |                                       | 
|and amortization     |                                       | 
|Interest expense     |                                       | 
|                     |                                       | 
|Net income (loss)    |                                       | 
|                     |                                       | 
|Operating            |                                       | 
|Partnership's equity |                                       | 
|in earnings (loss)   |                                       | 
|of unconsolidated    |                                       | 
|joint ventures       |                                       | 
|                     |                                       | 

21

---

The 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 nine months ended September 30,
2003 and 2002:

|                     | Nine Months Ended September 30, 2003 | 
|-------------------- | ------------------------------------ | 
|
|Total revenues       |                                      | 
|Operating and        |                                      | 
|other expenses       |                                      | 
|Depreciation         |                                      | 
|and amortization     |                                      | 
|Interest expense     |                                      | 
|                     |                                      | 
|Net income (loss)    |                                      | 
|                     |                                      | 
|Operating            |                                      | 
|Partnership's equity |                                      | 
|in earnings (loss)   |                                      | 
|of unconsolidated    |                                      | 
|joint ventures       |                                      | 
|                     |                                      | 

|                        | Nine Months Ended September 30, 2002 | 
|----------------------- | ------------------------------------ | 
|
|Total revenues          |                                      | 
|Operating and           |                                      | 
|other expenses          |                                      | 
|Depreciation            |                                      | 
|and amortization        |                                      | 
|Interest expense        |                                      | 
|                        |                                      | 
|Net income (loss)       |                                      | 
|                        |                                      | 
|Operating Partnership's |                                      | 
|equity                  |                                      | 
|in earnings (loss)      |                                      | 
|of unconsolidated       |                                      | 
|joint ventures          |                                      | 
|                        |                                      | 

22

---

5.    
          DEFERRED CHARGES AND OTHER ASSETS

|                                             | September 30,
2003 | December 31,
2002
|-------------------------------------------- | ------------------ | -----------------
|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. As the statement requires implementation on a prospective basis, properties
which were identified as held for sale by the Operating Partnership prior to January 1,
2002 are presented in the accompanying financial statements in a manner consistent with
the presentation prior to January 1, 2002. As the Operating Partnership sold 1770 St.
James Place (see Note 3) during the nine months ended September 30, 2003, the Operating
Partnership has presented this property as discontinued operations in its statements of
operations for the three and nine months ended September 30, 2003 and 2002.

The following tables summarize income
from discontinued operations and the related realized gain on sale of rental property for
the three and nine months ended September 30, 2003 and 2002:

|                                    | Three Months Ended
September 30, | Nine Months Ended
September 30, |  |   
|----------------------------------- | -------------------------------- | ------------------------------- |  | --
|
|Total revenues                      |                                  |                                 |  | --
|Operating and other expenses        |                                  |                                 |  | --
|Depreciation and amortization       |                                  |                                 |  | --
|                                    |                                  |                                 |  |   
|Income from discontinued operations |                                  |                                 |  | --
|                                    |                                  |                                 |  |   

23

---

|                                         | Three Months Ended
September 30, | Nine Months Ended
September 30, |  |   
|---------------------------------------- | -------------------------------- | ------------------------------- |  | --
|
|Realized gain on sale of rental property |                                  |                                 |  | --
|                                         |                                  |                                 |  |   

7.    
          SENIOR UNSECURED NOTES

A summary of the Operating
Partnerships senior unsecured notes as of September 30, 2003 and December 31, 2002
is as follows:

|                                                          | September 30,
2003 | December 31,
2002 | Effective
Rate (a)
|--------------------------------------------------------- | ------------------ | ----------------- | ------------------
|7.180%, $95,283 Face Amount Notes, due December 31, 2003  |                    |                   |                   
|7.000%, $300,000 Face Amount Notes, due March 15, 2004    |                    |                   | $                 
|7.250%, $300,000 Face Amount Notes, due March 15, 2009    |                    |                   |                   
|7.835%, $15,000 Face Amount Notes, due December 15, 2010  |                    |                   |                   
|7.750%, $300,000 Face Amount Notes, due February 15, 2011 |                    |                   |                   
|6.150%, $94,914 Face Amount Notes, due December 15, 2012  |                    |                   |                   
|5.820%, $26,105 Face Amount Notes, due March 15, 2013     |                    |                   |                   
|4.600%, $100,000 Face Amount Notes, due June 15, 2013     |                    |                   |                   
|                                                          |                    |                   |                   
|Total Senior Unsecured Notes                              |                    |                   | $                 
|                                                          |                    |                   |                   

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

On March 14, 2003, the Operating
Partnership exchanged $25,000 face amount of existing 7.18 percent senior unsecured notes
due December 31, 2003, with interest payable monthly in arrears, for $26,105 face amount
of 5.82 percent senior unsecured notes due March 15, 2013, with interest payable
semi-annually in arrears. The exchange was completed with Teachers Insurance and Annuity
Association (TIAA). In addition, the Operating Partnership also repurchased
$25,000 face amount of notes due December 31, 2003 from TIAA for $26,105. The Operating
Partnership recorded $1,402 in loss on early retirement of debt, net, for the nine months
ended September 30, 2003 for costs incurred in connection with the notes transactions.

On June 12, 2003, the Operating
Partnership issued $100,000 face amount of 4.60 percent senior unsecured notes due June
15, 2013 with interest payable semi-annually in arrears. The total proceeds from the
issuance (net of selling commissions and discount) of approximately $99,064 was used
primarily to repay $62,800 of mortgage debt at a discount of $1,700 (recorded as a
reduction in loss on early retirement of debt, net), and to reduce outstanding borrowings
under the 2002 Unsecured Facility, as defined in Note 8. The Operating Partnership
recorded $1,540 in loss on early retirement of debt, net, in the nine months ended
September 30, 2003 for the write-off of the unamortized balance of an interest rate
contract in conjunction with the repayment of mortgage debt (see Note 9: Mortgages and
Loans Payable  Interest Rate Contract). The unsecured notes were issued at a
discount of approximately $286, which is being amortized over the term as an adjustment to
interest expense.

On June 25, 2003, the Operating
Partnership repurchased $45,283 face amount of existing 7.18 percent senior unsecured
notes due December 31, 2003, with interest payable monthly in arrears, for $46,707 from
TIAA. The repurchase fully retired the 7.18 percent senior unsecured notes which were due
December 31, 2003. The Operating Partnership recorded $1,437 in loss on early retirement
of debt, net, for the nine months ended September 30, 2003 for costs incurred in
connection with the notes repurchase.

24

---

8.    
          REVOLVING CREDIT FACILITIES

2002 UNSECURED FACILITY

On September 27, 2002, the Operating
Partnership obtained an unsecured revolving credit facility (2002 Unsecured
Facility) with a current borrowing capacity of $600,000 from a group of 14 lenders.
The interest rate on outstanding borrowings under the credit line 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 2002 Unsecured Facility also requires a 20 basis point facility fee on the current
borrowing capacity payable quarterly in arrears. The 2002 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.

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 rating 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 Operating Partnership previously
had an unsecured revolving credit facility (2000 Unsecured Facility) with a
borrowing capacity of $800,000 from a group of 24 lenders. The interest rate on
outstanding borrowings under the credit line was LIBOR plus 80 basis points. The Operating
Partnership had the option to elect an interest rate representing the higher of the
lenders prime rate or the Federal Funds rate plus 50 basis points. The 2000
Unsecured Facility also required a 20 basis point facility fee on the current borrowing
capacity payable quarterly in arrears. In conjunction with obtaining the 2002 Unsecured
Facility, the Operating Partnership repaid in full and terminated the 2000 Unsecured
Facility on September 27, 2002.

SUMMARY

As of September 30, 2003 and December
31, 2002, the Operating Partnership had outstanding borrowings of $0 and $73,000,
respectively, under the 2002 Unsecured Facility.

25

---

9.    
          MORTGAGES AND LOANS PAYABLE

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

A summary of the Operating
Partnerships mortgages and loans payable as of September 30, 2003 and December 31,
2002 is as follows:

|                                  |  |  | Principal Balance at         |  | 
|--------------------------------- |  |  | ---------------------------- |  | 
|
|Harborside  Plaza 1              |  |  | U.S. West Pension Trust      |  | 
|Mack-Cali Willowbrook             |  |  | CIGNA                        |  | 
|1633 Littleton Road               |  |  | First Union/Maher Partners   |  | 
|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  Plazas 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                         |  | 
|                                  |  |  |                              |  | 
|Total Mortgages and Loans Payable |  |  |                              |  | 
|                                  |  |  |                              |  | 

| | (a) | Effective interest rate for mortgages and loans payable 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 Operating Partnership has the option to convert the mortgage loan, which is
               secured by 10 properties, to unsecured debt, subject to, amongst other things,
               the Operating Partnership having investment grade ratings from two rating
               agencies (at least one of which must be from S&P or Moodys) at the
               time of conversion.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

INTEREST RATE CONTRACT

On July 18, 2002, the Operating
Partnership entered into a forward treasury rate lock agreement with a commercial bank.
The agreement was used to fix the index rate on $61,525 of the Harborside-Plaza 1 mortgage
at 3.285 percent per annum, for which the interest rate was re-set to the three-year U.S.
Treasury Note plus 130 basis points for the three years beginning November 4, 2002. On
November 4, 2002, the Operating Partnership paid $1,888 in settlement of the forward
treasury rate lock agreement entered into in July 2002, which was being amortized to
interest expense over a three-year period.

In conjunction with the repayment of
the Harborside  Plaza 1 mortgage on June 12, 2003, the Operating Partnership wrote
off the unamortized balance of the interest rate contract of $1,540, which was recorded in
loss on early retirement of debt, net, for the nine months ended September 30, 2003.

CASH PAID FOR INTEREST AND INTEREST
CAPITALIZED

Cash paid for interest for the nine
months ended September 30, 2003 and 2002 was $103,593 and $108,630 respectively. Interest
capitalized by the Operating Partnership for the nine months ended September 30, 2003 and
2002 was $6,380 and $17,171, respectively.

26

---

SUMMARY OF INDEBTEDNESS

As of September 30, 2003, the
Operating Partnerships total indebtedness of $1,630,930 (weighted average interest
rate of 7.10 percent) was comprised of $32,178 of revolving credit facility borrowings and
other variable rate mortgage debt (weighted average rate of 2.01 percent) and fixed rate
debt of $1,598,752 (weighted average rate of 7.21 percent).

As of December 31, 2002, the
Operating Partnerships total indebtedness of $1,752,372 (weighted average interest
rate of 7.03 percent) was comprised of $105,178 of revolving credit facility borrowings
and other variable rate mortgage debt (weighted average rate of 2.41 percent) and fixed
rate debt of $1,647,194 (weighted average rate of 7.33 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.

GENERAL PARTNER:

PREFERRED STOCK

On 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 September 30, 2003, 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 Series B
Preferred Units, as hereinafter defined.

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.

In connection with the
Corporations issuance of Series C Preferred Stock, the Corporation acquired from the
Operating Partnership $25,000 of Series C preferred units (the Series C Preferred
Units), which have terms essentially identical to the Series C preferred stock and
rank equal with the Series B Preferred Units.

REPURCHASE OF GENERAL PARTNER UNITS

The Corporation has a share
repurchase program which was authorized by its Board of Directors in September 2000 to
purchase up to $150,000 of the Corporations outstanding common stock
(Repurchase Program). During the nine months ended September 30, 2003, the
Corporation purchased and retired 35,000 shares of its outstanding common stock for an
aggregate cost of approximately $1,030. The Corporation purchased and retired a total of
3,746,400 shares of its outstanding common stock for an aggregate cost of approximately
$104,512 from September 2000 through September 30, 2003, with a remaining authorization
under the Repurchase Program of $45,488. Concurrent with these purchases, the Corporation
sold to the Operating Partnership 3,746,400 common units for approximately $104,512.

27

---

STOCK OPTION PLANS

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 plans from 2,700,000 to 4,350,000 shares (subject
to adjustment) 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 have become exercisable
over a three-year period and those options granted under both the 2000 Employee Plan and
Employee Plan subsequent to 1995 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 September 30, 2003 and December 31, 2002, the stock options
outstanding had a weighted average remaining contractual life of approximately 6.4 and 6.4
years, respectively.

Information regarding the
Corporations stock options activity for the nine months ended September 30, 2003 is
summarized below:

|                                          | Shares
Under
Options | Weighted
Average
Exercise
Price
|----------------------------------------- | -------------------- | -------------------------------
|Outstanding at January 1, 2003            |                      |                                
|Granted                                   |                      |                                
|Exercised                                 |                      |                                
|Lapsed or canceled                        |                      |                                
|                                          |                      |                                
|Outstanding at September 30, 2003         |                      |                                
|                                          |                      |                                
|Options Exercisable at September 30, 2003 |                      |                                
|Available for grant at September 30, 2003 |                      |                                
|                                          |                      |                                

The Operating Partnership recognized
stock options expense of $51 and none for the three month periods ended September 30, 2003
and 2002, respectively, and $139 and none for the nine month periods ended September 30,
2003 and 2002, respectively.

STOCK WARRANTS

The Corporation has 185,000 warrants
outstanding which enable the holders to purchase an equal number of shares of its common
stock (Stock Warrants) at $33 per share (the market price at date of
issuance). Such warrants are all currently exercisable and expire on January 31, 2007.

The Corporation also has 339,976
Stock Warrants outstanding which enable the holders to purchase an equal number of its
shares of common stock at $38.75 per share (the market price at date of issuance). Such
warrants are all currently exercisable and expire on December 12, 2007.

Information regarding the
Corporations Stock Warrants activity for the nine months ended September 30, 2003 is
summarized below:

|                                  | Warrants
|--------------------------------- | --------
|Outstanding at January 1, 2003    | 642,476 
|Exercised                         | (67,500)
|Lapsed or canceled                | (50,000)
|                                  |         
|Outstanding at September 30, 2003 | 524,976 
|                                  |         
|Exercisable at September 30, 2003 | 524,976 
|                                  |         

28

---

STOCK COMPENSATION

The Corporation has granted stock
awards to officers, directors, and certain other employees of the Corporation
(collectively, Restricted Stock Awards), which allow each person to receive a
certain amount of shares of the Corporations common stock generally over a five-year
vesting period. Certain Restricted Stock Awards are contingent upon the Operating
Partnership meeting certain performance objectives.

On January 2, 2003, the Corporation
issued 168,000 shares of Restricted Stock Awards to its five executive officers (Mitchell
E. Hersh, Timothy M. Jones, Barry Lefkowitz, Roger W. Thomas and Michael Grossman) and
entered into certain other agreements in connection therewith, as well as certain
agreements amending the terms of the restricted share award agreements with such executive
officers originally entered into in 1999 and 2001.

On June 27, 2003, the Corporation
issued 5,500 shares of Restricted Stock Awards to its non-employee directors, which are
scheduled to vest on January 1, 2004.

All Restricted Stock Awards provided
to the officers, directors, and certain other employees were granted under the Employee
Plan, the 2000 Employee Plan and the 2000 Director Plan.

Information regarding the Restricted
Stock Awards activity for the nine months ended September 30, 2003 is summarized below:

|                                  | Shares  
|--------------------------------- | --------
|Outstanding at January 1, 2003    | 153,736 
|Granted                           | 174,839 
|Vested                            | (58,206)
|Canceled                          | (500)   
|                                  |         
|Outstanding at September 30, 2003 | 269,869 
|                                  |         

DEFERRED STOCK COMPENSATION
PLAN FOR DIRECTORS

The 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 nine months ended
September 30, 2003 and 2002, 4,816 and 3,861 deferred stock units were earned,
respectively. As of September 30, 2003 and 2002, there were 21,659 and 15,453 director
stock units outstanding, respectively.

LIMITED PARTNERS CAPITAL:

Series B Preferred Units

The Operating Partnership has Series
B preferred units outstanding (Series B Preferred Units), which 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
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
September 30, 2003, the calculation in the above clause (b) was $285,509.

Common Units

Certain 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 Partners
capital is increased.

29

---

EARNINGS PER UNIT:

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.

The following information presents
the Operating Partnerships results for the three months ended September 30, 2003 and
2002 in accordance with FASB No. 128:

|                                                                                          | Three Months Ended
September 30, | 
|----------------------------------------------------------------------------------------- | -------------------------------- | 
|
|Computation of Basic EPU                                                                  |                                  | 
|Income from continuing operations                                                         |                                  | 
|Deduct: Series B Preferred unit distributions                                             |                                  | 
|Series C Preferred unit distributions                                                     |                                  | 
|Add: Realized gains (losses) and unrealized losses on disposition of rental property, net |                                  | 
|                                                                                          |                                  | 
|Income from continuing operations available to common units                               |                                  | 
|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
September 30, | 
|------------------------------------------------------------------------------------------------------- | -------------------------------- | 
|
|Computation of Diluted EPU                                                                              |                                  | 
|Income from continuing operations available to common units                                             |                                  | 
|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 units                                                                                  |                                  | 
|                                                                                                        |                                  | 
|Diluted EPU:                                                                                            |                                  | 
|Income from continuing operations                                                                       |                                  | 
|Income from discontinued operations                                                                     |                                  | 
|                                                                                                        |                                  | 
|Net income available to common unitholders                                                              |                                  | 
|                                                                                                        |                                  | 

30

---

The following information presents
the Operating Partnerships results for the nine months ended September 30, 2003 and
2002 in accordance with FASB No. 128:

|                                                                                          | Nine Months Ended
September 30, | 
|----------------------------------------------------------------------------------------- | ------------------------------- | 
|
|Computation of Basic EPU                                                                  |                                 | 
|Income from continuing operations                                                         |                                 | 
|Deduct: Series B Preferred unit distributions                                             |                                 | 
|Series C Preferred unit distributions                                                     |                                 | 
|Add: Realized gains (losses) and unrealized losses on disposition of rental property, net |                                 | 
|                                                                                          |                                 | 
|Income from continuing operations available to common units                               |                                 | 
|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                                                |                                 | 
|                                                                                          |                                 | 

|                                                                                                        | Nine Months Ended
September 30, | 
|------------------------------------------------------------------------------------------------------- | ------------------------------- | 
|
|Computation of Diluted EPU                                                                              |                                 | 
|Income from continuing operations available to common units                                             |                                 | 
|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 units                                                                                  |                                 | 
|                                                                                                        |                                 | 
|Diluted EPU:                                                                                            |                                 | 
|Income from continuing operations                                                                       |                                 | 
|Income from discontinued operations                                                                     |                                 | 
|                                                                                                        |                                 | 
|Net income available to common unitholders                                                              |                                 | 
|                                                                                                        |                                 | 

31

---

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

|                                                      | Three Months Ended
September 30, | Nine Months Ended
September 30, |  |       
|----------------------------------------------------- | -------------------------------- | ------------------------------- |  | ------
|
|Basic EPU Units                                       |                                  | 65,668                          |  | 65,372
|Add: Operating Partnership - Series B Preferred Units |                                 
|(after conversion to common units)                    |                                  | 6,218                           |  | --    
|Stock options                                         |                                  | 559                             |  | 284   
|Stock Warrants                                        |                                  | 20                              |  | --    
|                                                      |                                  |                                 |  |       
|Diluted EPU Units                                     |                                  | 72,465                          |  | 65,656
|                                                      |                                  |                                 |  |       

Not included in the computations of
diluted EPU were 3,250,203 and 3,397,229 stock options, 505,206 and 642,476 Stock
Warrants, 0 and 6,230,707 as-if converted Series B Preferred Units, and 0 and 2,000,000 Unit Warrants, as
such securities were anti-dilutive during the three months ended September 30, 2003 and
2002, respectively. Also excluded from diluted EPU computations were 3,445,331 and
3,327,061 stock options, 517,494 and 639,423 Stock Warrants and 0 and 2,000,000 Unit
Warrants, as such securities were anti-dilutive during the nine months ended September 30,
2003 and 2002, respectively. Unvested restricted stock outstanding as of September 30,
2003 and September 30, 2002 were 269,869 and 153,736, respectively.

Through September 30, 2003, under the
Repurchase Program, the Corporation purchased and retired a total of 5,615,600 shares of
its outstanding common stock for an aggregate cost of approximately $157,074. Concurrent
with these purchases, the Corporation sold an equal number of common units to the
Operating Partnership for approximately $157,074.

32

---

11.    
          EMPLOYEE BENEFIT 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. Under the 401(k) Plan, the Corporation, at
managements discretion, may match employee contributions and/or make discretionary
contributions. Total expense incurred by the Operating Partnership for the three months
ended September 30, 2003 and 2002 was $100 and $100, respectively, and for the nine months
ended September 30, 2003 and 2002 was $300 and $300, respectively.

12.    
          COMMITMENTS AND CONTINGENCIES

TAX ABATEMENT AGREEMENTS

Harborside Financial Center

Pursuant 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 and 3 properties. The
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 $959 and
$945 for the three months ended September 30, 2003 and 2002, respectively, and $2,866 and
$2,814 for the nine months ended September 30, 2003 and 2002, respectively.

The Operating Partnership entered
into a similar PILOT agreement with the City of Jersey City, New Jersey on its Harborside
Plaza 4-A property. The 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 $252 for the three months ended September
30, 2003 and 2002, respectively, and $682 and $749 for the nine months ended September 30,
2003 and 2002, respectively.

Additionally, the Operating
Partnership entered into a similar PILOT agreement with the City of Jersey City, New
Jersey on its Harborside Plaza 5 property. The agreement, which commenced in 2002, 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, per the agreement, are the greater of $132,294 or actual Total Project
Costs, as defined. The PILOT totaled $774 and $206 for the three months ended September
30, 2003 and 2002, respectively, and $2,397 and $206 for the nine months ended September
30, 2003 and 2002, respectively.

On February 12, 2003, the Meadowlands
Xanadu proposal, presented by a joint venture to be formed between The Mills Corporation
and the Corporation, was selected by the New Jersey Sports and Exposition Authority
(NJSEA), providing them with the exclusive right to negotiate a developers agreement
for the development of a $1.5 billion family entertainment and recreation complex with an
office and hotel component at the Continental Airlines Arena site in East Rutherford, New
Jersey. Meadowlands Xanadus 4.76-million-square-foot complex is expected to feature
a family entertainment destination comprising three themed zones: sports/recreation,
kids activities and fashion. The project is expected to also include office and
hotel space totaling 2.2 million square feet, consisting of four 14-story, 440,000
square-foot office buildings and a 520-room hotel with conference and exhibition
facilities. No definitive documentation has been entered into between The Mills
Corporation and the Corporation with respect to the Xanadu Project. However, it is the
current understanding between Mills and the Corporation that the retail component will be
shared 80 percent to Mills and 20 percent to the Corporation and the office and hotel
components will be shared 80 percent to the Corporation and 20 percent to Mills. There can
be no assurance that these will be the final economic arrangements.

On March 27, 2003, Hartz Mountain
Industries, Inc. filed a lawsuit in the Superior Court of New Jersey, Law Division, for
Bergen County, seeking to enjoin the NJSEA from entering into a contract with The Mills
Corporation and the Corporation for the redevelopment of the Continental Arena site. The
case was dismissed by the trial court but appealed. Hartz also appealed the NJSEAs
final decision which denied Hartzs bid protest on October 23, 2003. Westfield
America, Inc., has also protested the NJSEA decision, and has appealed the NJSEAs
denial of its protest. Four citizens, Elliot Braha, Richard Delauro, George Perry and
Carol Coronato, have also filed lawsuits challenging the NJSEA award to Mills and the
Corporation. All of these cases are now pending unresolved in the Superior Court of New
Jersey, Appellate Division. We believe that our proposal fully complied with applicable
laws and the request for proposals, and we plan to vigorously enforce our rights
concerning this project.

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 Mack-Cali Realty, L.P., the chief executive officer of the
Corporation, and certain alleged affiliates of the Corporation (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 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 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. 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 business activities.
Management does not believe that the ultimate resolution of these matters will have a
materially adverse effect upon the Operating Partnership.

13.    
          TENANT LEASES

The Properties are leased to tenants
under operating leases with various expiration dates through 2019. 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.

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, depreciation and amortization and non-recurring charges.

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

33

---

Selected results of operations for
the three and nine months ended September 30, 2003 and 2002 and selected asset information
as of September 30, 2003 and December 31, 2002 regarding the Operating Partnerships
operating segment are as follows:

|                                           | Total Segment | Corporate & Other (e) | Total Operating
Partnership
|------------------------------------------ | ------------- | --------------------- | ---------------------------
|Total contract revenues (a):               |               |                       |                            
|Three months ended:                        |               |                      
|September 30, 2003                         |               |                       | $                          
|September 30, 2002                         |               |                       |                            
|Nine months ended:                         |               |                      
|September 30, 2003                         |               |                       | $                          
|September 30, 2002                         |               |                       |                            
|                                           |               |                      
|Total operating and interest expenses (b): |               |                      
|Three months ended:                        |               |                      
|September 30, 2003                         |               |                       | $                          
|September 30, 2002                         |               |                       |                            
|Nine months ended:                         |               |                      
|September 30, 2003                         |               |                       | $                          
|September 30, 2002                         |               |                       |                            
|                                           |               |                      
|Equity in earnings:                        |               |                      
|Three months ended:                        |               |                      
|September 30, 2003                         |               |                       | $                          
|September 30, 2002                         |               |                       |                            
|Nine months ended:                         |               |                      
|September 30, 2003                         |               |                       | $                          
|September 30, 2002                         |               |                       |                            
|                                           |               |                      
|Gain on sale of investment:                |               |                      
|Three months ended:                        |               |                      
|September 30, 2003                         |               |                       | $                          
|September 30, 2002                         |               |                       |                            
|Nine months ended:                         |               |                      
|September 30, 2003                         |               |                       | $                          
|September 30, 2002                         |               |                       |                            
|                                           |               |                      
|Net  operating income (c):                 |               |                      
|Three months ended:                        |               |                      
|September 30, 2003                         |               |                       | $                          
|September 30, 2002                         |               |                       |                            
|Nine months ended:                         |               |                      
|September 30, 2003                         |               |                       | $                          
|September 30, 2002                         |               |                       |                            
|                                           |               |                      
|Total assets:                              |               |                      
|September 30, 2003                         |               |                       | $                          
|December 31, 2002                          |               |                       |                            
|                                           |               |                      
|Total long-lived assets (d):               |               |                      
|September 30, 2003                         |               |                       | $                          
|December 31, 2002                          |               |                       |                            
|                                           |               |                       |                            

---

See footnotes to the above schedule
on page 35.

---

34

---

| | (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.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b) | Total operating and interest expenses represent the sum of real estate taxes,
               utilities, operating services, general and administrative, interest expense and
               loss on early retirement of debt, net. All interest income and expense and loss
               on early retirement of debt, net, (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)], equity in earnings and gain on sale of investment, less total operating
               and interest expenses [as defined in Note (b)] for the period.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (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 $342 of adjustments for straight-lining of rents and $951 for the
               Operating Partnerships share of straight-line rent adjustments from
               unconsolidated joint ventures.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (g) | Excludes $1,988 of adjustments for straight-lining of rents and $124 for the
               Operating Partnerships share of straight-line rent adjustments from
               unconsolidated joint ventures.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (h) | Excludes $5,979 of adjustments for straight-lining of rents and $2,903 for the
               Operating Partnerships share of straight-line rent adjustments from
               unconsolidated joint ventures.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (i) | Excludes $5,864 of adjustments for straight-lining of rents and ($829) for the
               Operating Partnerships share of straight-line rent adjustments from
               unconsolidated joint ventures.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (j) | Excludes $29,511 of depreciation and amortization.
| | --- | --------------------------------------------------

| | (k) | Excludes
$28,902 of depreciation and amortization.
| | --- | --------------------------------------------------

| | (l) | Excludes
$88,066 of depreciation and amortization.
| | --- | --------------------------------------------------

| | (m) | Excludes
$80,374 of depreciation and amortization.
| | --- | --------------------------------------------------

15.    IMPACT OF
RECENTLY-ISSUED ACCOUNTING STANDARDS

FASB No. 145

In April 2002, the FASB issued FASB
No. 145, Rescission of FASB No. 4, 44, and 64, Amendment of FASB No. 13 and Technical
Corrections. This statement eliminates the requirement to report gains and losses from
extinguishment of debt as extraordinary unless they meet the criteria of APB Opinion 30.
Debt extinguishments that were classified as extraordinary in prior periods presented that
do not meet the criteria of APB Opinion 30 shall be reclassified. FASB No. 145 is
effective for fiscal years beginning after May 15, 2002. As of January 1, 2003, the
Operating Partnership adopted FASB No. 145, and recorded costs associated with the early
retirement of debt in continuing operations as loss on early retirement of debt,
net in 2003.

FASB Interpretation No. 45

In November 2002, the FASB issued
Interpretation No. 45 (FIN 45), Guarantors Accounting and Disclosure
Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others,
which changes the accounting for, and disclosure of certain guarantees. Beginning with
transactions entered into after December 31, 2002, certain guarantees are to be recorded
at fair value, which is different from prior practice, under which a liability was
recorded only when a loss was probable and reasonably estimable. In general, the change
applies to contracts or indemnification agreements that contingently require the Operating
Partnership to make payments to a guaranteed third-party based on changes in an underlying
asset, liability, or an equity security of the guaranteed party.

The accounting provisions apply for
new or modified guarantees entered into after December 31, 2002. The Operating Partnership
has adopted the new disclosure requirements effective in the financial statements for the
year ended December 31, 2002. The adoption of FIN 45 did not have a material adverse
impact on the Operating Partnerships financial position or results of operations.

FASB Interpretation No. 46

On January 17, 2003, the FASB issued
Interpretation No. 46 (FIN 46), Consolidation of Variable Interest Entities,
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). This new
model applies when either (1) the equity investors (if any) do not have a controlling
financial interest or (2) the equity investment at risk is insufficient to finance that
entitys activities without additional financial support. In addition, FIN 46
requires additional disclosures.

35

---

FIN 46 applies immediately to VIEs
created after January 31, 2003, and to VIEs in which an enterprise obtains an interest
after that date. Subsequent to January 31, 2003, the Operating Partnership has not created
or obtained an interest in a VIE. For variable interests in a VIE created before February
1, 2003, the FASB recently delayed the implementation date to the first interim or annual
period ending after December 15, 2003. The Operating Partnership is evaluating the
potential impact of FIN 46 on the Operating Partnerships financial position and
results of operations for those interests held in VIEs created before February 1, 2003.

FASB No. 150

In May 2003, the FASB issued FASB No.
150, Accounting for Certain Financial Instruments with Characteristics of both Liabilities
and Equity. This statement establishes standards for how an issuer classifies and measures
in its balance sheet 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) because that financial
instrument embodies an obligation of the issuer. Many of those instruments were previously
classified as equity.

This Statement is effective for
financial instruments entered into or modified after May 31, 2003, and otherwise is
effective at the beginning of the first interim period beginning after June 15, 2003. For
financial instruments created before the issuance date of this Statement and still
existing at the beginning of the interim period of adoption, transition shall be achieved
by reporting the cumulative effect of a change in an accounting principle by initially
measuring the financial instruments at fair value or other measurement attribute required
by this Statement. Restatement is not permitted. The adoption of FASB No. 150 did not have
a material adverse impact on the Operating Partnerships financial position and
results of operations. On November 7, 2003, the FASB delayed the classification and measurement provisions of FASB No. 150 which
apply to certain mandatorily redeemable non-controlling interests. The deferral of these
provisions are expected to remain in effect while these interests are further evaluated by
the FASB.

The Operating Partnership owns an
interest in a joint venture which owns a property located in Bernards Township, Somerset,
New Jersey. The Operating Partnership consolidates the joint venture and the associated
minority interest, which is considered under FASB No. 150 as a mandatorily redeemable
non-controlling interest subject to the deferral provisions mentioned earlier.  The
carrying value of this minority interest is none at September 30, 2003, which also
approximates management's estimate of fair value at that date.

36

---

ITEM 2.    
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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.

Critical 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. Interest
capitalized by the Operating Partnership for the three months ended September 30, 2003 and
2002 was $1.7 million and $5.5 million, respectively, and $6.4 million and $17.2 million
for the nine months ended September 30, 2003 and 2002, 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.

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 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.

Rental Property Held for Sale

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 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. SFAS 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. As the statement requires implementation on a prospective basis, properties
which were identified as held for sale by the Operating Partnership prior to January 1,
2002 are presented in the accompanying financial statements in a manner consistent with
the prior years presentation. 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 to the Financial Statements.

Investments in Unconsolidated
Joint Ventures

The Operating Partnership accounts
for its investments in unconsolidated joint ventures 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. See Note 4 to the Financial Statements.

37

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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 provide leasing services to the Properties and
receive compensation based on space leased. The portion of such compensation, which is
capitalized and amortized, approximated $0.8 million and $0.9 million for the three months
ended September 30, 2003 and 2002, respectively, and $2.3 million and $2.6 million for the
nine months ended September 30, 2003 and 2002, respectively.

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. See Note 9 to the Financial Statements  Interest
Rate Contract.

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
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 to the Financial Statements.

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 from Operations

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 markets over the
period. Through October 31, 2003, the Operating Partnerships markets continued to be
weak. The percentage leased in the Operating Partnerships consolidated portfolio of
stabilized operating properties at September 30, 2003 decreased to 90.7 percent from 92.3
percent at December 31, 2002, and from 93.0 percent at September 30, 2002. 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. 1.3
percent of the 1.6 percent decrease in the Operating Partnerships percentage leased
as of September 30, 2003 from December 31, 2002 was attributable to the addition of
Harborside  Plaza 5 to the Operating Partnerships consolidated portfolio of
stabilized operating properties during the three months ended September 30, 2003. 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 nine months ended September 30, 2003 decreased an average of 8.6
percent compared to rates that were in effect under expiring leases, as compared to a 2.4
percent increase for the same period in 2002. The Operating Partnership believes that
vacancy rates may continue to increase in most of its markets for the remainder of 2003
and into 2004. As a result, the Operating Partnerships future earnings may be
negatively impacted.

The Operating Partnership has a
focused strategy geared to attractive opportunities in high-barrier-to-entry markets,
primarily predicated on the Operating Partnerships strong presence in the Northeast
region.

Consistent with its strategy, in the
fourth quarter 2000, the Operating Partnership started construction of a 977,225
square-foot office property, known as Plaza 5, at its Harborside Financial Center office
complex in Jersey City, Hudson County, New Jersey. The project, which commenced initial
operations in September 2002, is currently projected to cost approximately $260 million,
of which $225.0 million has been incurred by the Operating Partnership through September
30, 2003. Plaza 5 was approximately 56.2 percent leased as of September 30, 2003. The
Operating Partnership anticipates expending an additional approximately $35.0 million for
the completion of Plaza 5, which it expects to fund primarily through drawing on its
revolving credit facility.

Additionally, in the fourth quarter
2000, the Operating Partnership, through its joint venture with Columbia Development
(Columbia) known as American Financial Exchange (AFE), started
construction of a 577,575 square-foot office property, known as Plaza 10, which was 100
percent pre-leased to Charles Schwab & Co. Inc. (Schwab) for a 15-year
term, on land owned by the joint venture located adjacent to the Operating
Partnerships Harborside complex. Among other things, the joint venture agreement
provided 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.

On September 29, 2003, the Operating
Partnership sold its interest in AFE, in which the Operating Partnership held a 50 percent
interest, and received approximately $162.1 million 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 $23.1 million, which is recorded in gain on sale of
investment in unconsolidated joint venture for the three and nine months ended September
30, 2003. Following completion of the sale of its interest, the Operating Partnership no
longer has any remaining obligations to Schwab.

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 agreement 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.

The following comparisons for the
three and nine month periods ended September 30, 2003 (2003), as compared to
the three and nine month periods ended September 30, 2002 (2002), make
reference to the following: (i) the effect of the Same-Store Properties, which
represents all in-service properties owned by the Operating Partnership at June 30, 2002
(for the three-month period comparisons), and which represents all in-service properties
owned by the Operating Partnership at December 31, 2001 (for the nine-month period
comparisons), excluding Dispositions as defined below; (ii) the effect of the
Acquired Properties, which represent all properties acquired by the Operating
Partnership or commencing initial operations from July 1, 2002 through September 30, 2003
(for the three-month period comparisons), and which represent all properties acquired by
the Operating Partnership or commencing initial operations from January 1, 2002 through
September 30, 2003 (for the nine-month period comparisons),and; (iii) the effect of the
Dispositions, which represent results for each period for those rental
properties sold by the Operating Partnership during the respective periods.

38

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Three Months Ended September 30,
2003 Compared to Three Months Ended September 30, 2002

|                                                | Three Months Ended
September 30, |  |   |        
|----------------------------------------------- | -------------------------------- |  | - | -------
|
|
|Revenue from rental operations:                 |                                  |  |   |        
|Base rents                                      |                                  |  | $ | 126,120
|Escalations and recoveries from tenants         |                                  |  |   | 16,285 
|Parking and other                               |                                  |  |   | 4,981  
|                                                |                                  |  |   |        
|Total revenues                                  |                                  |  |   | 147,386
|                                                |                                  |  |   |        
|Property expenses:                              |                                  | 
|Real estate taxes                               |                                  |  |   | 16,677 
|Utilities                                       |                                  |  |   | 11,658 
|Operating services                              |                                  |  |   | 17,329 
|                                                |                                  |  |   |        
|Sub-total                                       |                                  |  |   | 45,664 
|                                                |                                  | 
|General and administrative                      |                                  |  |   | 8,661  
|Depreciation and amortization                   |                                  |  |   | 29,511 
|Interest expense                                |                                  |  |   | 28,910 
|Interest income                                 |                                  |  |   | (244   
|Loss on early retirement of debt, net           |                                  |  |   | --     
|                                                |                                  |  |   |        
|Total expenses                                  |                                  |  |   | 112,502
|                                                |                                  |  |   |        
|Income from continuing operations before equity |                                  | 
|in earnings of unconsolidated joint ventures    |                                  |  |   | 34,884 
|Equity in earnings of unconsolidated joint      |                                  | 
|ventures, net                                   |                                  |  |   | 3,575  
|Gain on sale of investment in unconsolidated    |                                  | 
|joint venture                                   |                                  |  |   | 23,140 
|                                                |                                  |  |   |        
|Income from continuing operations               |                                  |  |   | 61,599 
|Discontinued operations:                        |                                  | 
|Income from discontinued operations             |                                  |  |   | --     
|Realized gain on disposition of rental property |                                  |  |   | --     
|                                                |                                  |  |   |        
|Total discontinued operations, net              |                                  |  |   | --     
|Realized gains (losses) and unrealized losses   |                                  | 
|on disposition of rental property, net          |                                  |  |   | --     
|                                                |                                  |  |   |        
|Net income                                      |                                  |  | $ | 61,599 
|Series B Preferred unit distributions           |                                  |  |   | (3,917 
|Series C Preferred unit distributions           |                                  |  |   | (500   
|                                                |                                  |  |   |        
|Net income available to common unitholders      |                                  |  | $ | 57,182 
|                                                |                                  |  |   |        

39

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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                              |                             |                       | $                   | 6,341        |  
|Escalations and recoveries from tenants |                             |                       |                     | 1,197        |  
|Parking and other                       |                             |                       |                     | (2,460       | )
|                                        |                             |                       |                     |              |  
|Total                                   |                             |                       | $                   | 5,078        |  
|                                        |                             |                       |                     |              |  
|Property expenses:                      |                             |                      
|Real estate taxes                       |                             |                       | $                   | 1,565        |  
|Utilities                               |                             |                       |                     | 1,642        |  
|Operating services                      |                             |                       |                     | 669          |  
|                                        |                             |                       |                     |              |  
|Total                                   |                             |                       | $                   | 3,876        |  
|                                        |                             |                       |                     |              |  
|OTHER DATA:                             |                             |                      
|Number of Consolidated Properties       |                             |                       |                     | 258          |  
|Square feet (in thousands)              |                             |                       |                     | 27,208       |  

Base rents for the Same-Store
Properties decreased $1.3 million, or 1.1 percent, for 2003 as compared to 2002, due
primarily to the effect of increased reserves for unbilled rents receivable for certain
tenants in 2003. Escalations and recoveries from tenants for the Same-Store Properties
decreased $0.6 million, or 3.8 percent, for 2003 over 2002, due primarily to a reduction
in the recovery of property expenses in 2003. Parking and other income for the Same-Store
Properties decreased $2.2 million, or 29.0 percent, due primarily to a decrease in lease
termination fees in 2003.

Real estate taxes on the Same-Store
Properties increased $0.9 million, or 5.8 percent, for 2003 as compared to 2002 due
primarily to increased rates in certain municipalities. Utilities for the Same-Store
Properties increased $1.0 million, or 9.9 percent, for 2003 as compared to 2002, due
primarily to increased electric rates in 2003. Operating services for the Same-Store
Properties decreased $0.4 million, or 2.3 percent, due primarily to decreased repair and
maintenance expenses in 2003.

Interest income decreased $0.5
million, or 67.1 percent, for 2003 as compared to 2002. This decrease was due primarily to
lower notes receivable balances in 2003.

General and administrative increased
by $3.1 million, or 57.1 percent, for 2003 as compared to 2002. This increase was due
primarily to an increase in costs for transactions not consummated of $1.7 million and
salaries and related expenses of $1.0 million for 2003 as compared to 2002.

Depreciation and amortization
increased by $0.6 million, or 2.1 percent, for 2003 over 2002. Of this increase, $0.9
million, or 3.3 percent, is due to the Acquired Properties, which is partially offset by a
decrease of $0.3 million or 1.2 percent, attributable to the Same-Store Properties.

Interest expense increased $2.5
million, or 9.4 percent, for 2003 as compared to 2002. This increase is due primarily to
lower capitalized interest in 2003 on account of less development projects. See Note 7 to
the Financial Statements.

Equity in earnings of unconsolidated
joint ventures increased $1.4 million, or 62.1 percent, for 2003 as compared to 2002. The
increase was due primarily to initial operations of a 577,575 square foot office property
owned by the American Financial Exchange joint venture (in which the Operating Partnership
subsequently sold its interest) resulting in an increase in 2003 of $2.5 million, as well
as loss in 2002 for the initial operating of the Harborside  South Pier hotel of
$1.5 million, partially offset by the sale of the ARCap joint venture investment in late
2002 resulting in a reduction of $2.7 million in 2003. See Note 4 to the Financial
Statements.

Gain on sale of investment in
unconsolidated joint venture amounted to $23.1 million in 2003. This was due to the sale
of the Operating Partnerships investment in the American Financial Exchange joint
venture. See Note 4 to the Financial Statements.

Income from continuing operations
before equity in earnings of unconsolidated joint ventures decreased to $34.9 million in
2003 from $40.4 million in 2002. The decrease of approximately $5.5 million is due to the
factors discussed above.

Net income available to common
unitholders increased by $18.3 million, from $38.9 million in 2002 to $57.2 million in
2003. This increase was a result of a gain on sale of investment in unconsolidated joint
venture of $23.1 million, an increase in equity in earnings of unconsolidated joint
ventures, net, of $1.4 million, and an increase in income from discontinued operations of
$0.3 million. This was partially offset by a decrease in income from continuing operations
before equity in earnings of unconsolidated joint ventures of $5.5 million, Series C
preferred unit distributions of $0.5 million in 2003, and a realized gain on disposition
of rental property of $0.5 million in 2002.

40

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Nine Months Ended September 30, 2003
Compared to Nine Months Ended September 30, 2002

|                                                                                             | Nine Months Ended
September 30, |  |   |        
|-------------------------------------------------------------------------------------------- | ------------------------------- |  | - | -------
|
|
|Revenue from rental operations:                                                              |                                 |  |   |        
|Base rents                                                                                   |                                 |  | $ | 380,209
|Escalations and recoveries from tenants                                                      |                                 |  |   | 46,309 
|Parking and other                                                                            |                                 |  |   | 14,135 
|                                                                                             |                                 |  |   |        
|Total revenues                                                                               |                                 |  |   | 440,653
|                                                                                             |                                 |  |   |        
|Property expenses:                                                                           |                                 | 
|Real estate taxes                                                                            |                                 |  |   | 48,723 
|Utilities                                                                                    |                                 |  |   | 32,095 
|Operating services                                                                           |                                 |  |   | 55,694 
|                                                                                             |                                 |  |   |        
|Sub-total                                                                                    |                                 |  |   | 136,512
|                                                                                             |                                 | 
|General and administrative                                                                   |                                 |  |   | 22,333 
|Depreciation and amortization                                                                |                                 |  |   | 88,066 
|Interest expense                                                                             |                                 |  |   | 87,143 
|Interest income                                                                              |                                 |  |   | (835   
|Loss on early retirement of debt, net                                                        |                                 |  |   | 2,372  
|                                                                                             |                                 |  |   |        
|Total expenses                                                                               |                                 |  |   | 335,591
|                                                                                             |                                 |  |   |        
|Income from continuing operations before equity in earnings of unconsolidated joint ventures |                                 |  |   | 105,062
|Equity in earnings of unconsolidated joint ventures, net                                     |                                 |  |   | 12,774 
|Gain on sale of investment in unconsolidated joint venture                                   |                                 |  |   | 23,140 
|                                                                                             |                                 |  |   |        
|Income from continuing operations                                                            |                                 |  |   | 140,976
|Discontinued operations:                                                                     |                                 | 
|Income from discontinued operations                                                          |                                 |  |   | 30     
|Realized gain on disposition of rental property                                              |                                 |  |   | 1,324  
|                                                                                             |                                 |  |   |        
|Total discontinued operations, net                                                           |                                 |  |   | 1,354  
|Realized gains (losses) and unrealized losses                                                |                                 | 
|on disposition of rental property, net                                                       |                                 |  |   | --     
|                                                                                             |                                 |  |   |        
|Net income                                                                                   |                                 |  | $ | 142,330
|Series B Preferred unit distributions                                                        |                                 |  |   | (11,759
|Series C Preferred unit distributions                                                        |                                 |  |   | (1,172 
|                                                                                             |                                 |  |   |        
|Net income available to common unitholders                                                   |                                 |  | $ | 129,399
|                                                                                             |                                 |  |   |        

41

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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                              |                             |                       | $                   | 12,510       |  
|Escalations and recoveries from tenants |                             |                       |                     | 3,635        |  
|Parking and other                       |                             |                       |                     | (898         | )
|                                        |                             |                       |                     |              |  
|Total                                   |                             |                       | $                   | 15,247       |  
|                                        |                             |                       |                     |              |  
|Property expenses:                      |                             |                      
|Real estate taxes                       |                             |                       | $                   | 3,008        |  
|Utilities                               |                             |                       |                     | 2,745        |  
|Operating services                      |                             |                       |                     | 6,497        |  
|                                        |                             |                       |                     |              |  
|Total                                   |                             |                       | $                   | 12,250       |  
|                                        |                             |                       |                     |              |  
|OTHER DATA:                             |                             |                      
|Number of Consolidated Properties       |                             |                       |                     | 258          |  
|Square feet (in thousands)              |                             |                       |                     | 27,208       |  

Base rents for the Same-Store
Properties decreased $3.1 million, or 0.9 percent, for 2003 as compared to 2002, due
primarily to decreases in space leased and rental rates at the properties in 2003.
Escalations and recoveries from tenants for the Same-Store Properties increased $1.8
million, or 4.2 percent, for 2003 over 2002, due primarily to the increased amount of
total property expenses in 2003. Parking and other income for the Same-Store Properties
decreased $2.1 million, or 13.7 percent due primarily to a decrease in lease termination
fees in 2003.

42

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Real estate taxes on the Same-Store
Properties decreased $1.4 million, or 3.1 percent, for 2003 as compared to 2002, due
primarily to lower assessments on certain properties, partially offset by increased rates
in certain municipalities in 2003. Utilities for the Same-Store Properties increased $1.2
million, or 4.3 percent, for 2003 as compared to 2002, due primarily to increased usage in
2003 on account of the harsh winter. Operating services for the Same-Store Properties
increased $4.8 million, or 9.6 percent, due primarily to increased snow removal costs from
the harsh winter in 2003.

Interest income decreased $0.7
million, or 45.3 percent, for 2003 as compared to 2002. This decrease was due primarily to
lower notes receivable balances in 2003.

General and administrative increased
by $2.2 million, or 11.1 percent, for 2003 as compared to 2002. This increase was due
primarily to increases in costs for transactions not consummated of $1.7 million and in
professional fees of approximately $400,000 for 2003 as compared to 2002.

Depreciation and amortization
increased by $7.7 million, or 9.6 percent, for 2003 over 2002. Of this increase, $0.7
million, or 0.9 percent, was attributable to the Same-Store Properties, primarily on
account of properties previously held for sale in 2002 not being depreciated during the
period held for sale, which were no longer being held for sale in 2003, and $7.0 million,
or 8.7 percent, was due to the Acquired Properties.

Interest expense increased $8.8
million, or 11.2 percent, for 2003 as compared to 2002. This increase was due primarily to
lower capitalized interest in 2003 on account of less development projects.

Loss on early retirement of debt,
net, amounted to $2.4 million in 2003, which consisted primarily of (a) $1.4 million in
costs in connection with the exchange and repurchase of $50.0 million in 7.18 percent
senior unsecured notes due December 31, 2003, (b) a write-off of the unamortized balance
of $1.5 million of an interest rate contract in conjunction with the repayment of mortgage
debt, and (c) $1.4 million of costs incurred in connection with the repurchase of $45.3
million of 7.18 percent senior unsecured notes due December 31, 2003, partially offset by
a discount of $1.7 million taken in conjunction with the early retirement of the same
mortgage debt referred to above. See Note 7 to the Financial Statements.

Equity in earnings of unconsolidated
joint ventures increased $2.5 million, or 24.3 percent, for 2003 as compared to 2002. The
increase was due primarily to initial operations of a 577,575 square foot office property
owned by the American Financial Exchange joint venture (in which the Operating Partnership
subsequently sold its interest) resulting in an increase in 2003 of $10.5 million,
partially offset by the sale of the ARCap joint venture investment in late 2002 resulting
in a reduction of $4.0 million in 2003 and the sale of properties owned by the HPMC joint
ventures in late 2002 and 2003 resulting in a reduction of $3.7 million in 2003. See Note
4 to the Financial Statements.

Gain on sale of investment in
unconsolidated joint venture amounted to $23.1 million in 2003. This was due to the sale
of the Operating Partnerships investment in the American Financial Exchange joint
venture. See Note 4 to the Financial Statements.

Income from continuing operations
before equity in earnings of unconsolidated joint ventures decreased to $105.1 million in
2003 from $123.8 million in 2002. The decrease of approximately $18.7 million is due to
the factors discussed above.

Net income available to common
unitholders increased by $4.3 million, from $125.1 million in 2002 to $129.4 million in
2003. This increase was a result of a gain on sale of investment in unconsolidated joint
venture of $23.1 million, an increase in equity in earnings of unconsolidated joint
ventures, net, of $2.5 million, and a realized gain on disposition of rental property of
$1.3 million in 2003. This was partially offset by a decrease in income from continuing
operations of $18.7 million, a realized gain on disposition of rental property of $2.7
million in 2002, and Series C preferred unit distributions of $1.2 million in 2003.

Liquidity and Capital
Resources

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 acquisition and
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 current downturn in the economy in general, 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 during the remainder of 2003 and into 2004. As a
result of the potential negative effects on the Operating Partnerships rental
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.

On February 12, 2003, the Meadowlands
Xanadu proposal, presented by a joint venture to be formed between The Mills Corporation
and the Corporation, was selected by the New Jersey Sports and Exposition Authority
(NJSEA), providing them with the exclusive right to negotiate a developers agreement
for the development of a $1.5 billion family entertainment and recreation complex with an
office and hotel component at the Continental Airlines Arena site in East Rutherford, New
Jersey. Meadowlands Xanadus 4.76-million-square-foot complex is expected to feature
a family entertainment destination comprising three themed zones: sports/recreation,
kids activities and fashion. The project is expected to also include office and
hotel space totaling 2.2 million square feet, consisting of four 14-story, 440,000
square-foot office buildings and a 520-room hotel with conference and exhibition
facilities. No definitive documentation has been entered into between The Mills
Corporation and the Corporation with respect to the Xanadu Project. However, it is the
current understanding between Mills and the Corporation that the retail component will be
shared 80 percent to Mills and 20 percent to the Corporation and the office and hotel
components will be shared 80 percent to the Corporation and 20 percent to Mills. There can
be no assurance that these will be the final economic arrangements.

On March 27, 2003, Hartz Mountain
Industries, Inc. filed a lawsuit in the Superior Court of New Jersey, Law Division, for
Bergen County, seeking to enjoin the NJSEA from entering into a contract with The Mills
Corporation and the Corporation for the redevelopment of the Continental Arena site. The
case was dismissed by the trial court but appealed. Hartz also appealed the NJSEAs
final decision which denied Hartzs bid protest on October 23, 2003. Westfield
America, Inc., has also protested the NJSEA decision , and has appealed the NJSEAs
denial of its protest. Four citizns, Elliot Braha, Richard Delauro, George Perry and Carol
Coronato, have also filed lawsuits challenging the NJSEA award to Mills and the
Corporation. All of these cases are now pending unresolved in the Superior Court of New
Jersey, Appellate Divison. We believe that our proposal fully complied with applicable
laws and the request for proposals, and we plan to vigorously enforce our rights
concerning this project.

43

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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 Mack-Cali Realty, L.P., the chief executive officer of the
Corporation, and certain alleged affiliates of the Corporation (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 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 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. 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.

As of September 30, 2003, the
Operating Partnerships total indebtedness of $1.6 billion (weighted average interest
rate of 7.10 percent) was comprised of $32.2 million of variable rate mortgage debt
(weighted average rate of 2.01 percent) and fixed rate debt of $1.6 billion (weighted
average rate of 7.21 percent).

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.

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 14 lenders, as described in Note 8 to the
Financial Statements. As of September 30, 2003, the Operating Partnership had no
outstanding borrowings under its unsecured revolving credit facility, which resulted
primarily from a paydown on the facility at period end from proceeds received in the
Operating Partnerships sale of its interest in the American Financial Center joint
venture.

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 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 rating 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.

44

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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 credit line 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 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 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.

The terms of the Operating
Partnerships Senior Unsecured Notes, as defined in Note 7 to the Financial
Statements (which totaled approximately $1.1 billion as of September 30, 2003), 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.

As of September 30, 2003, the
Operating Partnership had 236 unencumbered properties, totaling 21.6 million square feet,
representing 79.3 percent of the Operating Partnerships total portfolio on a square
footage basis.

The debt of the Operating
Partnerships unconsolidated joint ventures aggregating $148.6 million are
non-recourse to the Operating Partnership except for (i) customary exceptions pertaining
to such matters as intentional misuse of funds, environmental conditions and material
misrepresentations and (ii) approximately $11.1 million of debt on the Harborside South
Pier joint venture with Hyatt Corporation (Hyatt). Additionally, the Operating
Partnership has posted an $8.0 million letter of credit in support of another loan to that
joint venture, $4.0 million of which is indemnified by Hyatt.

45

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

|                                  | Payments Due by Period | 
|--------------------------------- | ---------------------- | 
|
|Senior unsecured notes            |                        | 
|Revolving credit facility         |                        | 
|Mortgages and loans payable       |                        | 
|Payments in lieu of taxes (PILOT) |                        | 
|Ground lease payments             |                        | 

As of September 30, 2003, the
Operating Partnerships total debt had a weighted average term to maturity of
approximately 4.6 years. The Operating Partnership has a total of $300.0 million of senior
unsecured notes scheduled to mature in March 2004. The Operating Partnership does not
intend to reserve funds to retire the Operating Partnerships senior unsecured notes
or its mortgages and loans payable upon maturity. Instead, the Operating Partnership will
seek to refinance such debt at maturity or retire such debt through the issuance of
additional equity or debt securities on or before the applicable maturity dates. If it
cannot timely raise such proceeds, 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 September 30, 2003, the Operating
Partnership had no 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,
and/or obtaining additional mortgage debt, some or all of which may be completed during
the remainder of 2003. 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.

The Corporation has an effective
shelf registration statement with the SEC for an aggregate amount of $2.0 billion in
equity securities of the Corporation. The Corporation and Operating Partnership also have
an effective shelf registration statement with the SEC for an aggregate of $2.0 billion in
debt securities, preferred stock and preferred stock represented by depositary shares,
under which the Operating Partnership has issued an aggregate of $1.2 billion of senior
unsecured notes and the Corporation has issued $25 million of preferred stock.

On 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 $150.0
million of the Corporations outstanding common stock (Repurchase
Program). From that date through October 31, 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 common units for
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.

The Operating Partnership may not
dispose of or distribute certain of its properties, currently comprising 140 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; Earle I. Mack, director; and Mitchell E.
Hersh, chief executive officer and director), the Robert Martin Group (which includes
Robert F. Weinberg, a former director; Martin S. Berger, director; and Timothy M. Jones,
president), or the Cali Group (which includes John J. Cali, a former director and John R.
Cali, director) 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 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.

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 $146.9 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 after meeting operating
requirements, preferred unit and stock distributions, and scheduled debt service on the
Operating Partnerships debt.

46

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Off-Balance Sheet
Arrangements

The Operating Partnerships off-balance
sheet arrangements are discussed in Note 4: Investments in Unconsolidated Joint
Ventures to the Financial Statements. Additional information about the debt of the
Operating Partnerships unconsolidated joint ventures is included in Liquidity
and Capital Resources herein.

47

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Funds from Operations

Funds from operations
(FFO) is defined as net income (loss) before minority interest of unitholders,
computed in accordance with generally accepted accounting principles (GAAP),
excluding gains (or losses) from extraordinary items and sales of depreciable rental
property, plus real estate-related depreciation and amortization. The Operating
Partnership believes that FFO is helpful to investors as one of several measures of the
performance of an equity REIT. The Operating Partnership further believes that by
excluding the effect of depreciation and gains (or losses) from sales of properties (all
of which are based on historical costs which may be of limited relevance in evaluating
current performance), FFO can facilitate comparison of operating performance between
equity REITs. FFO should not be considered as an alternative to net income as an
indication of the Operating Partnerships performance or to cash flows as a measure
of liquidity. FFO presented herein is not necessarily comparable to FFO presented by other
real estate companies due to the fact that not all real estate companies use the same
definition. However, the Operating Partnerships FFO is comparable to the FFO of real
estate companies that use the current definition of the National Association of Real
Estate Investment Trusts (NAREIT).

Effective with the filing of the
Operating Partnerships second quarter 2003 Form 10-Q, in order to best report FFO in
accordance with the Securities and Exchange Commissions recent guidance in respect
of Regulation G concerning non-GAAP financial measures and to disclose FFO on a comparable
basis with the vast majority of other companies in the industry, the Operating Partnership
revised its definition of FFO to adhere to NAREITs definition of FFO by including
the effect of income arising from the straight-lining of rents in the periods presented.
Income from the straight-lining of rents (including the Operating Partnerships share
from unconsolidated joint ventures) amounted to $1,293 for the three months ended
September 30, 2003, and $8,882 for the nine months ended September 30, 2003. Such amounts
are included in the reported FFO below.

48

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FFO available to common unitholders
for the three and nine months ended September 30, 2003, as calculated in accordance with
NAREITs definition as published in October 1999, are summarized in the following
table (in thousands):

|                                                                                   | Three Months Ended
September 30,
2003 | Nine Months Ended
September 30,
2003
|---------------------------------------------------------------------------------- | ------------------------------------- | ------------------------------------
|Net income available to common unitholders                                         |                                       |                                     
|Add: Real estate-related depreciation and amortization on continuing operations(1) |                                       |                                     
|Real estate-related depreciation and amortization on discontinued operations       |                                       |                                     
|(Deduct)/Add:                                                                      |                                       |                                     
|Gain on sale of investment in unconsolidated joint venture                         |                                       |                                     
|Discontinued Operations - realized(gains) losses and unrealized losses net         |                                       |                                     
|Equity in earnings from gain on sale                                               |                                       |                                     
|                                                                                   |                                       |                                     
|Funds from operations available to common unitholders - basic                      |                                       |                                     
|Add: Distributions to Series B preferred unitholders                               |                                       |                                     
|                                                                                   |                                       |                                     
|Funds from operations available to common unitholders - diluted                    |                                       |                                     
|                                                                                   |                                       |                                     
|Basic weighted average units outstanding(2)                                        |                                       |                                     
|Diluted weighted average units outstanding(2)                                      |                                       |                                     

49

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| | (1) | Includes the Operating Partnerships share from unconsolidated joint
               ventures of $2,272 for the three months ended September 30, 2003 and $7,344 for
               the nine months ended September 30, 2003.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (2) | See calculations for the amounts presented in the following reconciliation.
| | --- | ---------------------------------------------------------------------------

50

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The following schedule reconciles the
Operating Partnerships basic weighted average units outstanding to the basic and
diluted weighted average units outstanding presented above (in thousands):

|                                                                                  | Three Months Ended
September 30,
2003 | Nine Months Ended
September 30,
2003
|--------------------------------------------------------------------------------- | ------------------------------------- | ------------------------------------
|Basic weighted average units outstanding:                                         |                                       | 65,668                              
|Add: Weighted average Series B preferred units (after conversion to common units) |                                       | 6,218                               
|Stock options                                                                     |                                       | 559                                 
|Stock warrants                                                                    |                                       | 20                                  
|                                                                                  |                                       |                                     
|Diluted weighted average units outstanding:                                       |                                       | 72,465                              
|                                                                                  |                                       |                                     

51

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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

52

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The Operating Partnership considers portions
of this information to be forward-looking statements within the meaning of Section 21E of
the Securities Exchange Act of 1934. 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. Forward-looking statements are inherently subject to risks and uncertainties,
many of which the Operating Partnership cannot predict with accuracy and some of which the
Operating Partnership might not even anticipate. 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. 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
factors about which the Operating Partnership has made assumptions are changes in the
general economic climate; conditions, including those affecting industries in which the
Operating Partnerships principal tenants compete; any failure of the general economy
to recover 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 contained in the Annual Report
on Form 10-K for the year ended December 31, 2002.

The Operating Partnership assumes no
obligation to update and supplement forward-looking statements that become untrue because
of subsequent events.

53

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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 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 rate on the variable rate debt as of September
30, 2003 was LIBOR plus 65 basis points.

|September 30, 2003
Debt,
including current portion | 10/1/03 -
12/31/03 | 2004 | 2005 | 2006  | 2007 | Thereafter | Total   | Fair Value
|-------------------------------------------------- | ------------------ | ---- | ---- | ----- | ---- | ---------- | ------- | ----------
|Fixed Rate                                         |                    |      | $    | 1,743 |      | $          | 316,654 |           
|Average Interest Rate                              |                    |      |      | 7.35% |      |            | 7.33%   |           
|Variable Rate                                      |                    |      |      |       |      |            |         |           

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 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 Securities Exchange Act of 1934, as amended (the Exchange Act)) as of the
end of the period covered by this report. Based on such evaluation, the Corporations
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.

54

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MACK-CALI REALTY, L.P.

Part II  Other
Information

Item 1.     Legal Proceedings

On February 12, 2003, the Meadowlands
Xanadu proposal, presented by a joint venture to be formed between The Mills Corporation
and the Corporation, was selected by the New Jersey Sports and Exposition Authority
(NJSEA), providing them with the exclusive right to negotiate a developers agreement
for the development of a $1.5 billion family entertainment and recreation complex with an
office and hotel component at the Continental Airlines Arena site in East Rutherford, New
Jersey. Meadowlands Xanadus 4.76-million-square-foot complex is expected to feature
a family entertainment destination comprising three themed zones: sports/recreation,
kids activities and fashion. The project is expected to also include office and
hotel space totaling 2.2 million square feet, consisting of four 14-story, 440,000
square-foot office buildings and a 520-room hotel with conference and exhibition
facilities. No definitive documentation has been entered into between The Mills
Corporation and the Corporation with respect to the Xanadu Project. However, it is the
current understanding between Mills and the Corporation that the retail component will be
shared 80 percent to Mills and 20 percent to the Corporation and the office and hotel
components will be shared 80 percent to the Corporation and 20 percent to Mills. There can
be no assurance that these will be the final economic arrangements.

On March 27, 2003, Hartz Mountain
Industries, Inc. filed a lawsuit in the Superior Court of New Jersey, Law Division, for
Bergen County, seeking to enjoin the NJSEA from entering into a contract with The Mills
Corporation and the Corporation for the redevelopment of the Continental Arena site. The
case was dismissed by the trial court but appealed. Hartz also appealed the NJSEAs
final decision which denied Hartzs bid protest on October 23, 2003. Westfield
America, Inc., has also protested the NJSEA decision, and has appealed the NJSEAs
denial of its protest. Four citizens, Elliot Braha, Richard Delauro, George Perry and
Carol Coronato, have also filed lawsuits challenging the NJSEA award to Mills and the
Corporation. All of these cases are now pending unresolved in the Superior Court of New
Jersey, Appellate Division. We believe that our proposal fully complied with applicable
laws and the request for proposals, and we plan to vigorously enforce our rights
concerning this project.

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 Mack-Cali Realty, L.P., the chief executive officer of the
Corporation, and certain alleged affiliates of the Corporation (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 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 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. 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.

55

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MACK-CALI REALTY, L.P.

Part II  Other
Information (continued)

Item 2.     Changes
in Securities and Use of Proceeds

Not Applicable.

Item 3.     Defaults
Upon Senior Securities

Not Applicable.

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

Not Applicable.

Item 5.     Other Information

Not Applicable.

Item 6.      Exhibits and Reports on
Form 8-K

56

---

(a) Exhibits

The
following exhibits are filed herewith or are incorporated by reference to exhibits
previously filed:

|              |  |              
|------------- |  | -------------
|ExhibitNumber |  | Exhibit Title

|3.1 |  | Restated
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).
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

57

---

|3.7* |  | Third
 Amendment to the Second Amended and Restated  Agreement of Limited  Partnership of
Mack-Cali  Realty,                            L.P. dated September 30, 2003.
|---- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------

|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).
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4.2 |  | Amendment
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).
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

58

---

|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 |  | 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).
|---- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

59

---

|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).
|---- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.10 |  | Restricted
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).
|----- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

60

---

|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).
|----- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.22 |  | Tax
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 |  | 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).
|----- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | 
| |  | 

|10.31 |  | 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).
|----- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.32 |  | First
Amendment to Contribution and Exchange Agreement, dated as of December 11, 1997, by and
among 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).
|----- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.33 |  | 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).
|----- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.34 |  | 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).
|----- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.35 |  | 2000
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 Operating Partnerships Form 10-Q dated June 30, 2002 and
incorporated herein by reference).
|----- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.36 |  | 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).
|----- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.37 |  | 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).
|----- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.38 |  | Warrant
Agreement, dated December 12, 1997, executed in favor Mitchell E. Hersh to purchase
shares of common stock, par value $.01 per share, of the Corporation (filed as Exhibit
10.106 to the Corporations Form 8-K dated December 11, 1997 and incorporated herein
by reference).
|----- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.39 |  | Warrant
issued by Cali Realty Corporation to Brad W. Berger, dated January 31, 1997 (filed as
Exhibit 10.84 to the Corporations Form 10-K dated December 31, 1996 and
incorporated herein by reference).
|----- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.40 |  | Warrant
issued by Cali Realty Corporation to Timothy M. Jones, dated January 31, 1997 (filed as
Exhibit 10.86 to the Corporations Form 10-K dated December 31, 1996 and
incorporated herein by reference).
|----- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.41 |  | Warrant
issued by Cali Realty Corporation to Michael Grossman, dated January 31, 1997 (filed as
Exhibit 10.89 to the Corporations Form 10-K dated December 31, 1996 and
incorporated herein by reference).
|----- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

61

---

|10.42 |  | 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.)
|----- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.43* |  | Agreement
 of Sale and Purchase  between and among M-C Harsimus  Partners  L.L.C.  and Columbia
 Development                            Company, L.L.C., together as Seller, and iStar
Harborside LLC, as Purchaser, dated August 12, 2003.
|------ |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|31.1* |  | Certification
of the Corporation's  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  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.
|----- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(b)    
          Reports on Form 8-K

During
the third quarter of 2003, the Operating Partnership filed the following
report on Form 8-K:

| | (1) | Report on Form 8-K dated September 11, 2003 filing under Item 5 certain
               information relating to the Operating Partnerships revised definition and
               presentation of Funds From Operations for the fiscal years ended 2002, 2001,
               2000, 1999 and 1998.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

*filed herewith

62

---

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.

| |  | Mack-Cali Realty, L.P.(Registrant)
By: Mack-Cali Realty Corporation,        its General Partner
| |  | -----------------------------------------------------------------------------------------------

|Date:  November 13, 2003 |  | By: /s/ MITCHELL E. HERSH
Mitchell E. HershChief Executive Officer
|------------------------ |  | --------------------------------------------------------------------------------

|Date:  November 13, 2003 |  | By: /s/ BARRY LEFKOWITZ
Barry LefkowitzExecutive Vice President andChief Financial Officer
|------------------------ |  | --------------------------------------------------------------------------------------------------------

63

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EXHIBIT INDEX

|              |  |              
|------------- |  | -------------
|ExhibitNumber |  | Exhibit Title

|3.1 |  | Restated
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.
|---- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------

|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).
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4.2 |  | Amendment
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).
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

64

---

|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 |  | 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).
|---- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.10 |  | Restricted
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).
|----- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 
| | 

65

---

|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).
|----- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.22 |  | Tax
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).
|----- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

66

---

|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 |  | 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).
|----- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.31 |  | 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).
|----- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.32 |  | First
Amendment to Contribution and Exchange Agreement, dated as of December 11, 1997, by and
among 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).
|----- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.33 |  | 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).
|----- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.34 |  | 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).
|----- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

67

---

|10.35 |  | 2000
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 Operating Partnerships Form 10-Q dated June 30, 2002 and
incorporated herein by reference).
|----- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.36 |  | 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).
|----- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.37 |  | 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).
|----- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.38 |  | Warrant
Agreement, dated December 12, 1997, executed in favor Mitchell E. Hersh to purchase
shares of common stock, par value $.01 per share, of the Corporation (filed as Exhibit
10.106 to the Corporations Form 8-K dated December 11, 1997 and incorporated herein
by reference).
|----- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.39 |  | Warrant
issued by Cali Realty Corporation to Brad W. Berger, dated January 31, 1997 (filed as
Exhibit 10.84 to the Corporations Form 10-K dated December 31, 1996 and
incorporated herein by reference).
|----- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.40 |  | Warrant
issued by Cali Realty Corporation to Timothy M. Jones, dated January 31, 1997 (filed as
Exhibit 10.86 to the Corporations Form 10-K dated December 31, 1996 and
incorporated herein by reference).
|----- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.41 |  | Warrant
issued by Cali Realty Corporation to Michael Grossman, dated January 31, 1997 (filed as
Exhibit 10.89 to the Corporations Form 10-K dated December 31, 1996 and
incorporated herein by reference).
|----- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.42 |  | 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.)
|----- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.43* |  | Agreement
 of Sale and Purchase  between and among M-C Harsimus  Partners  L.L.C.  and Columbia
 Development                            Company, L.L.C., together as Seller, and iStar
Harborside LLC, as Purchaser, dated August 12, 2003.
|------ |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|31.1* |  | Certification
of the Corporation's  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  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.
|----- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

68

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