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

# FORM 10-Q

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

For the quarterly period ended March
31, 2004

# OR

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

For the transition period
from...................................to................................................Commission file number
333-57103-01

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

|        |                                                             |      
|------- | ----------------------------------------------------------- | -----
|Part I  | Financial Information                                       | Page 
|        |                                                            
|Item 1. | Financial Statements:                                      
|        |                                                            
|        | Consolidated Balance Sheets as of March 31, 2004           
|        | and December 31, 2003                                       | 4    
|        |                                                            
|        | Consolidated Statements of Operations for the three months 
|        | ended March 31, 2004 and 2003                               | 5    
|        |                                                            
|        | Consolidated Statement of Changes in Partners' Capital     
|        | for the three months ended March 31, 2004                   | 6    
|        |                                                            
|        | Consolidated Statement of Cash Flows for the three months  
|        | ended March 31, 2004 and 2003                               | 7    
|        |                                                            
|        | Notes to Consolidated Financial Statements                  | 8-33 
|        |                                                            
|Item 2. | Management's Discussion and Analysis of Financial Condition
|        | and Results of Operations                                   | 34-48
|        |                                                            
|Item 3. | Quantitative and Qualitative Disclosures about Market Risk  | 49   
|        |                                                            
|Item 4. | Controls and Procedures                                     | 49   
|        |                                                            
|Part II | Other Information                                          
|        |                                                            
|Item 1. | Legal Proceedings                                           | 50   
|        |                                                            
|Item 2. | Changes in Securities, Use of Proceeds and                 
|        | Issuer Purchases of Equity Securities                       | 51   
|        |                                                            
|Item 3. | Defaults Upon Senior Securities                             | 51   
|        |                                                            
|Item 4. | Submission of Matters to a Vote of Security Holders         | 51   
|        |                                                            
|Item 5. | Other Information                                           | 51   
|        |                                                            
|Item 6. | Exhibits and Reports on Form 8-K                            | 52   
|        |                                                            
|        | Signatures                                                  | 53   

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, 2003.

The
results of operations for the three month periods ended March 31, 2004 are not
necessarily indicative of the results to be expected for the entire fiscal year or any
other period.

3

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

|ASSETS                                                             | March 31,
2004
(unaudited) | December 31,
2003
|------------------------------------------------------------------ | -------------------------- | -----------------
|Rental property                                                    |                            |                  
|Land and leasehold interests                                       |                            | $    553,403     
|Buildings and improvements                                         |                            | 3,176,528        
|Tenant improvements                                                |                            | 233,035          
|Furniture, fixtures and equipment                                  |                            | 7,690            
|                                                                  
|                                                                   |                            | 3,970,656        
|Less - accumulated depreciation and amortization                   |                            | (572,984         
|                                                                  
|Net investment in rental property                                  |                            | 3,397,672        
|Cash and cash equivalents                                          |                            | 10,975           
|Investments in unconsolidated joint ventures                       |                            | 60,423           
|Unbilled rents receivable, net                                     |                            | 77,645           
|Deferred charges and other assets, net                             |                            | 136,561          
|Restricted cash                                                    |                            | 7,796            
|Accounts receivable, net of allowance for doubtful accounts        |                           
|of $1,293 and $1,392                                               |                            | 3,419            
|                                                                  
|Total assets                                                       |                            | $ 3,694,491      
|                                                                  
|LIABILITIES AND PARTNERS' CAPITAL                                  |                           
|                                                                  
|Senior unsecured notes                                             |                            | $ 1,030,503      
|Revolving credit facilities                                        |                            | 30,000           
|Mortgages and loans payable                                        |                            | 499,266          
|Distributions payable                                              |                            | 47,453           
|Accounts payable, accrued expenses and other liabilities           |                            | 44,816           
|Rents received in advance and security deposits                    |                            | 42,715           
|Accrued interest payable                                           |                            | 11,328           
|                                                                  
|Total liabilities                                                  |                            | 1,706,081        
|                                                                  
|Commitments and contingencies                                      |                           
|                                                                   |                           
|Partners' capital:                                                 |                           
|General Partner, 10,000 and 10,000 preferred units outstanding     |                            | 24,836           
|Limited partners, 215,018 and 215,018 preferred units outstanding  |                            | 220,547          
|General Partner 60,401,346 and 59,420,484 common units outstanding |                            | 1,537,112        
|Limited partners, 7,789,498 and 7,795,498 common units outstanding |                            | 205,915          
|                                                                  
|Total partners' capital                                            |                            | 1,988,410        
|                                                                  
|Total liabilities and partners' capital                            |                            | $ 3,694,491      
|                                                                  

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
March 31, |             
|----------------------------------------------------------- | ---------------------------- | ------------
|
|Base rents                                                  |                              | $ 126,595   
|Escalations and recoveries from tenants                     |                              | 15,640      
|Parking and other                                           |                              | 3,660       
|                                                           
|Total revenues                                              |                              | 145,895     
|                                                           
|EXPENSES                                                    |                             
|                                                           
|Real estate taxes                                           |                              | 16,893      
|Utilities                                                   |                              | 11,500      
|Operating services                                          |                              | 18,194      
|General and administrative                                  |                              | 6,444       
|Depreciation and amortization                               |                              | 31,123      
|Interest expense                                            |                              | 29,196      
|Interest income                                             |                              | (720        
|Loss on early retirement of debt, net                       |                              | --          
|                                                           
|Total expenses                                              |                              | 112,630     
|                                                           
|Income from continuing operations before equity             |                             
|in earnings of unconsolidated joint ventures                |                              | 33,265      
|Equity in earnings of unconsolidated joint ventures, net    |                              | 177         
|Gain on sale of investment in unconsolidated joint ventures |                              | 720         
|                                                           
|Income from continuing operations                           |                              | 34,162      
|Discontinued operations:                                    |                             
|Income from discontinued operations                         |                              | --          
|Realized gain on disposition of rental property             |                              | --          
|                                                           
|Total discontinued operations, net                          |                              | --          
|                                                           
|Net income                                                  |                              | 34,162      
|Preferred unit distributions                                |                              | (4,409      
|                                                           
|Net income available to common unitholders                  |                              | $   29,753  
|                                                           
|Basic earnings per common unit:                             |                             
|Income from continuing operations                           |                              | $       0.44
|Discontinued operations                                     |                              | --          
|                                                           
|Net income available to common unitholders                  |                              | $       0.44
|                                                           
|Diluted earnings per common unit:                           |                             
|Income from continuing operations                           |                              | $       0.44
|Discontinued operations                                     |                              | --          
|                                                           
|Net income available to common unitholders                  |                              | $       0.44
|                                                           
|Distributions declared per common unit                      |                              | $       0.63
|                                                           
|Basic weighted average units outstanding                    |                              | 67,594      
|                                                           
|Diluted weighted average units outstanding                  |                              | 68,288      
|                                                           

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
Three Months Ended March 31, 2004(in thousands) (unaudited)

|                           | General
Partner
Preferred
Units | Limited
Partners
Preferred
Units | General
Partner
Common
Units | Limited
Partners
Common
Units | General
Partner
Preferred
Unitholders | Limited
Partners
Preferred
Unitholders | General
Partner
Common
Unitholders | Limited
Partners
Common
Unitholders | Total
|-------------------------- | ------------------------------- | -------------------------------- | ---------------------------- | ----------------------------- | ------------------------------------- | -------------------------------------- | ---------------------------------- | ----------------------------------- | -----
|Balance at January 1, 2004 |                                 | 10                               |                              | 215                           |                                       | 59,420                                 |                                    | 7,795                               |      
|Net income                 |                                 | --                               |                              | --                            |                                       | --                                     |                                    | --                                  |      
|Distributions              |                                 | --                               |                              | --                            |                                       | --                                     |                                    | --                                  |      
|Redemption of limited      |                                
|partner common units for   |                                
|shares of common stock     |                                 | --                               |                              | --                            |                                       | 6                                      |                                    | (6                                  | )    
|Units issued under         |                                
|Dividend Reinvestment and  |                                
|Stock Purchase Plan        |                                 | --                               |                              | --                            |                                       | 3                                      |                                    | --                                  |      
|Contributions - proceeds   |                                
|from stock                 |                                
|options exercised          |                                 | --                               |                              | --                            |                                       | 884                                    |                                    | --                                  |      
|Contributions - proceeds   |                                
|from Stock Warrants        |                                
|exercised                  |                                 | --                               |                              | --                            |                                       | 87                                     |                                    | --                                  |      
|Stock options expense      |                                 | --                               |                              | --                            |                                       | --                                     |                                    | --                                  |      
|Deferred compensation      |                                
|plan for directors         |                                 | --                               |                              | --                            |                                       | --                                     |                                    | --                                  |      
|Issuance of Restricted     |                                
|Stock Awards               |                                 | --                               |                              | --                            |                                       | 1                                      |                                    | --                                  |      
|Amortization of stock      |                                
|compensation               |                                 | --                               |                              | --                            |                                       | --                                     |                                    | --                                  |      
|                          
|Balance at March 31, 2004  |                                 | 10                               |                              | 215                           |                                       | 60,401                                 |                                    | 7,789                               |      
|                          

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 STATEMENT OF CASH FLOWS (in thousands) (unaudited)

---

|                                                                       | Three Months Ended
March 31, | 
|---------------------------------------------------------------------- | ---------------------------- | 
|
|Net income                                                             |                              | 
|Adjustments to reconcile net income to net cash provided by            |                              | 
|operating activities:                                                  |                              | 
|Depreciation and amortization                                          |                              | 
|Depreciation and amortization on discontinued operations               |                              | 
|Stock options expense                                                  |                              | 
|Amortization of stock compensation                                     |                              | 
|Amortization of deferred financing costs and debt discount             |                              | 
|Equity in earnings of unconsolidated joint venture, net                |                              | 
|Gain on sale of investment in unconsolidated joint venture             |                              | 
|Realized gain on disposition of rental property                        |                              | 
|Changes in operating assets and liabilities:                           |                              | 
|Increase in unbilled rents receivable, net                             |                              | 
|Increase in deferred charges and other assets, net                     |                              | 
|Decrease in accounts receivable, net                                   |                              | 
|Increase in accounts payable, accrued expenses and other liabilities   |                              | 
|Increase (decrease) in rents received in advance and security deposits |                              | 
|Decrease in accrued interest payable                                   |                              | 
|                                                                      
|Net cash provided by operating activities                              |                              | 
|                                                                      
|CASH FLOWS FROM INVESTING ACTIVITIES                                   |                              | 
|                                                                      
|Additions to rental property                                           |                              | 
|Repayment of mortgage note receivable                                  |                              | 
|Investment in unconsolidated joint ventures                            |                              | 
|Distributions from unconsolidated joint ventures                       |                              | 
|Proceeds from sale of investment in unconsolidated joint ventures      |                              | 
|Funding of note receivable                                             |                              | 
|Increase (decrease) in restricted cash                                 |                              | 
|                                                                      
|Net cash used in investing activities                                  |                              | 
|                                                                      
|CASH FLOW FROM FINANCING ACTIVITIES                                    |                              | 
|                                                                      
|Proceeds from senior unsecured notes                                   |                              | 
|Proceeds from revolving credit facility                                |                              | 
|Repayment of senior unsecured notes                                    |                              | 
|Repayment of revolving credit facility                                 |                              | 
|Repayment of mortgages and loans payable                               |                              | 
|Net proceeds from preferred stock issuance                             |                              | 
|Repurchase of common stock                                             |                              | 
|Payment of financing costs                                             |                              | 
|Proceeds from stock options exercised                                  |                              | 
|Proceeds from stock warrants exercised                                 |                              | 
|Payment of distributions and distributions                             |                              | 
|                                                                      
|Net cash used in financing activities                                  |                              | 
|                                                                      
|Net (decrease) increase in cash and cash equivalents                   |                              | 
|Cash and cash equivalents, beginning of period                         |                              | 
|                                                                      
|Cash and cash equivalents, end of period                               |                              | 
|                                                                      

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

7

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

# 1.    ORGANIZATION AND
BASIS OF PRESENTATION

Mack-Cali Realty, L.P., a Delaware
limited partnership, 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 88.6 percent and 88.4 percent common unit interest in the
Operating Partnership as of March 31, 2004 and December 31, 2003, respectively.

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

As of March 31, 2003, the Operating
Partnership owned or had interests in 263 properties plus developable land (collectively,
the Properties). The Properties aggregate approximately 28.3 million square
feet, which are comprised of 154 office buildings and 97 office/flex buildings, totaling
approximately 27.8 million square feet (which include four office buildings and one
office/flex building aggregating 1.2 million square feet owned by unconsolidated joint
ventures in which the Operating Partnership has investment interests), six
industrial/warehouse buildings totaling approximately 387,400 square feet, three retail
properties totaling approximately 118,040 square feet (which includes a mixed use retail
property totaling approximately 100,740 square feet owned by an unconsolidated joint
venture in which the Operating Partnership has an investment interest), one hotel (which
is owned by an unconsolidated joint venture in which the Operating Partnership has an
investment interest) and two parcels of land leased to others. The Properties are located
in eight states, primarily in the Northeast, plus the District of Columbia.

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

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

# 2.    SIGNIFICANT
ACCOUNTING POLICIES

Rental PropertyRental
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 $88,588 and $84,105 (including land of $50,156 and $49,045) as of March
31, 2004 and December 31, 2003, respectively. Ordinary repairs and maintenance are
expensed as incurred; major replacements and betterments, which improve or extend the
life of the asset, are capitalized and depreciated over their estimated useful lives.
Fully-depreciated assets are removed from the accounts.

8

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

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

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

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

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

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

9

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

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

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

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

10

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

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

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

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

Cash and Cash EquivalentsAll
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 $1,105
and $1,251 for the three months ended March 31, 2004 and 2003, respectively.

Deferred Leasing Costs Costs
incurred in connection with leases are capitalized and amortized on a straight-line basis
over the terms of the related leases and included in depreciation and amortization.
Unamortized deferred leasing costs are charged to amortization expense upon early
termination of the lease. Certain employees of the Operating Partnership are compensated
for providing leasing services to the Properties. The portion of such compensation, which
is capitalized and amortized, approximated $1,475 and $762 for the three months ended
March 31, 2004 and 2003, respectively.

11

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

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

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.

12

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Distributions PayableThe
distributions payable at March 31, 2004 represents distributions payable to preferred
unitholders (10,000 Series C Preferred units), common unitholders (68,322,813 common
units) and preferred distributions payable to preferred unitholders (215,018 Series B
preferred units) for all such holders of record as of April 5, 2004 with respect to the
first quarter 2004. The first quarter 2004 Series C Preferred unit distributions of
$50.00 per unit, common unit distributions of $0.63 per common unit, as well as the first
quarter Series B preferred unit distributions of $18.1818 per preferred unit, were
approved by the Corporations Board of Directors on March 23, 2004. The Series C
preferred unit distributions payable were paid on April 15, 2004. The common and Series B
preferred unit distributions payable were paid on April 19, 2004.

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

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

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

In 2002, the Operating Partnership adopted the provisions of
FASB No. 123, which requires, on a prospective basis, that the estimated fair value of
restricted stock and stock options at the grant date be amortized ratably into expense
over the appropriate vesting period. For the three months ended March 31, 2004 and 2003,
the Operating Partnership recorded restricted stock and stock options expense of $771 and
$417, respectively, for restricted stock and stock options granted or modified in 2003 and 2004. FASB
No. 148, Accounting for Stock-Based Compensation  Transition and Disclosure, was
issued in December 2002 and amends FASB No. 123, Accounting for Stock Based Compensation.
FASB No. 148 provides alternative methods of transition for a voluntary change to the
fair value based method of accounting for stock based compensation. In addition, this
Statement amends the disclosure requirements of FASB No. 123 to require prominent
disclosures in both annual and interim financial statements about the method of
accounting for stock-based employee compensation and the effect of the method used on
reported results. FASB No. 148 disclosure requirements are presented as follows:

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
March 31, | 
|---------------------------------------------- | ---------------------------- | 
|
|
|Net income, as reported                        |                              | 
|Add: Stock-based compensation expense          |                              | 
|included in reported net income                |                              | 
|Deduct: Total stock-based compensation expense |                              | 
|determined under fair value based              |                              | 
|method for all awards                          |                              | 
|                                              
|Pro forma net income                           |                              | 
|Deduct: Preferred unit distributions           |                              | 
|                                              
|Pro forma net income available to common       |                              | 
|unitholders - basic                            |                              | 
|                                              
|Earnings Per Unit:                             |                              | 
|Basic - as reported                            |                              | 
|Basic - pro forma                              |                              | 
|                                               |                              | 
|Diluted - as reported                          |                              | 
|Diluted - pro forma                            |                              | 
|                                              

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

# 3.    REAL ESTATE PROPERTY
TRANSACTIONS

PROPERTY ACQUISITIONOn April 14, 2004, the Operating
Partnership acquired 5 Wood Hollow Road, located in Parsippany, New Jersey. The 317,040
square-foot class A office building was acquired for approximately $34,000.

# 4.    INVESTMENTS IN
UNCONSOLIDATED JOINT VENTURES

The debt of the Operating
Partnerships unconsolidated joint ventures aggregating $106,459 as of March 31, 2004
is non-recourse to the Operating Partnership, except for customary exceptions pertaining
to such matters as intentional misuse of funds, environmental conditions and material
misrepresentations, and except as otherwise indicated below.

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

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

14

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

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

On March 27, 2003, Hartz Mountain
Industries, Inc. (Hartz) 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 Mills and the Operating Partnership for the redevelopment of the Continental Airlines
Arena site. The case was dismissed by the trial court but Hartz 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. In January 2004, Hartz and Westfield also appealed
the NJSEAs approval and execution of the final Redevelopment Agreement. Four
citizens, Elliot Braha, Richard DeLauro, George Perry and Carol Coronato, have also filed
lawsuits challenging the NJSEA award to Mills and the Operating Partnership. All of these
cases are now pending unresolved in the Superior Court of New Jersey, Appellate Division.
The Operating Partnership believes that its proposal fully complied with applicable laws
and the request for proposals, and it plans to vigorously enforce its rights concerning
this project.

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

15

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

| | Lava
Ridge
| | ----------

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

| | Pacific
Plaza I & II
| | --------------------

| | Pacific
Plaza I & II is a two-phase development joint venture project, located in Daly City,
California between the Operating Partnership, HPMC Development Partners II, L.P. and a
third-party entity. Phase I of the project, which commenced initial operations in August
2001, consists of a nine-story office building, aggregating 364,384 square feet. Phase
II, which comprises a three-story retail and theater complex, commenced initial
operations in June 2002. The Operating Partnership performs management services for these
properties owned by the joint venture and recognized $89 and $75 in fees for such
services in the three months ended March 31, 2004 and 2003, respectively.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Stadium
Gateway
| | ---------------

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

G&G MARTCO
(Convention Plaza)The Operating Partnership holds a 50
percent interest in G&G Martco, which owns Convention Plaza, a 305,618 square-foot
office building, located in San Francisco, California. The venture has a mortgage loan
with a $41,229 balance at March 31, 2004 collateralized by its office property. The loan
also provides the venture the ability to increase the balance of the loan up to an
additional $6,720 for the funding of qualified leasing costs. The loan bears interest at a
rate of the London Inter-Bank Offered Rate (LIBOR) (1.09 percent at March 31,
2004) plus 162.5 basis points and matures in August 2006. The Operating Partnership
performs management and leasing services for the property owned by the joint venture and
recognized $36 and $61 in fees for such services in the three months ended March 31, 2004
and 2003, respectively.

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

16

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

The Operating Partnership performed
management, leasing and development services for the Plaza 10 property owned by the
venture and recognized $0 and $225 in fees for such services in the three months ended
March 31, 2004 and 2003, respectively.

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

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

RAMLAND REALTY
ASSOCIATES L.L.C. (One Ramland Road)On August 20, 1998, the Operating
Partnership entered into a joint venture with S.B. New York Realty Corp. to form Ramland
Realty Associates L.L.C. The venture was formed to own, manage and operate One Ramland
Road, a 232,000 square-foot office/flex building and adjacent developable land, located in
Orangeburg, New York. In August 1999, the joint venture completed redevelopment of the
property and placed the office/flex building in service. The Operating Partnership holds a
50 percent interest in the joint venture. The venture has a mortgage loan with a $14,936
balance at March 31, 2004 secured by its office/flex property. The mortgage bears interest
at a rate of LIBOR plus 175 basis points and matures in January 2005. The venture is
currently in discussions with the current lender regarding a long-term extension of the
mortgage loan. In the event the lender does not provide an extension of the mortgage loan,
the venture intends to pursue alternative financing strategies.

17

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In 2001, the propertys then
principal tenant, Superior Bank was closed by the Office of Thrift Supervision, and the
Federal Deposit Insurance Corporation (FDIC) was named receiver. The tenant continued to
meet its rental payment obligations through June 2002. In July 2002, the tenant vacated
the premises and the FDIC notified the joint venture that it was rejecting the lease as of
July 16, 2002. As a result of the uncertainty regarding the tenants ability to meet
its obligations through the remainder of the term of its lease, the joint venture wrote
off unbilled rents receivable of $1,573 and deferred lease costs of $705, which was
included in the Operating Partnerships equity in earnings for the year ended
December 31, 2002. Subsequently, the ventures management determined it was unlikely
a prospective tenant would retain tenant improvements previously made to Superior
Banks space and, accordingly, the venture accelerated amortization of those tenant
improvements and recorded a charge of $3,586, which is included in the Operating
Partnerships equity in earnings in the three months ended March 31, 2003. The
Operating Partnership performs management, leasing and other services for the property
owned by the joint venture and recognized $3 and $6 in fees for such services in the three
months ended March 31, 2004 and 2003, respectively.

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

SOUTH PIER AT HARBORSIDE
 HOTEL DEVELOPMENTOn November 17, 1999, the Operating
Partnership entered into a joint venture with Hyatt Corporation (Hyatt) to
develop a 350-room hotel on the South Pier at Harborside Financial Center, Jersey City,
New Jersey, which was completed and commenced initial operations in July 2002. The
Operating Partnership owns a 50 percent interest in the venture. The venture had a
mortgage loan with a commercial bank with a $62,902 balance at December 31, 2003
collateralized by its hotel property. The debt bore interest at a rate of LIBOR plus 275
basis points and was scheduled to mature in December 2003, and was extended through
January 29, 2004. On that date the venture repaid the mortgage loan using the proceeds
from a new $40,000 mortgage loan, collateralized by the hotel property, as well as capital
contributions from the Operating Partnership and Hyatt of $10,750 each. The new loan
carries an interest rate of LIBOR plus 200 basis points and matures in February 2006. The
loan provides for three one-year extension options subject to certain conditions. The
final two one-year extension options require payment of a fee. 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.

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

18

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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 March 31, 2004 and December 31, 2003:

|                                                      |  |  |   | March 31, 2004 |  |   |        |  |  
|----------------------------------------------------- |  |  | - | -------------- |  | - | ------ |  | -
|
|Assets:                                               |  |  |   |                |  |   |        |  |  
|Rental property net                                   |  |  | $ | 154,026        |  | $ | --     |  | $
|Other  assets                                         |  |  |   | 174            |  |   | 13,388 |  |  
|                                                     
|Total assets                                          |  |  | $ | 154,200        |  | $ | 13,388 |  | $
|                                                     
|Liabilities and partners'/ members capital (deficit): |  | 
|                                                      |  | 
|Mortgages and loans payable                           |  |  | $ | --             |  | $ | --     |  | $
|Other liabilities                                     |  |  |   | 3,066          |  |   | 65     |  |  
|Partners'/members' capital (deficit)                  |  |  |   | 151,134        |  |   | 13,323 |  |  
|                                                     
|Total liabilities and partners'/members'              |  | 
|capital (deficit)                                     |  |  | $ | 154,200        |  | $ | 13,388 |  | $
|                                                     
|Operating Partnership's investment in                 |  | 
|unconsolidated joint ventures, net                    |  |  | $ | 3,302          |  | $ | 13,329 |  | $
|                                                     

|                                                      |  |              |  | December 31, 2003 |  |           |   |     | 
|----------------------------------------------------- |  | ------------ |  | ----------------- |  | --------- | - | --- | 
|
|Assets:                                               |  |              |  |                   |  |           |   |     | 
|Rental property net                                   |  | $143,877     |  | $       --        |  | $   7,207 |   | $-- | 
|Other  assets                                         |  | 1,534        |  | 13,598            |  | 3,091     |   | --  | 
|                                                     
|Total assets                                          |  | $145,411     |  | $13,598           |  | $ 10,298  |   | $-- | 
|                                                     
|Liabilities and partners'/ members capital (deficit): | 
|                                                      | 
|Mortgages and loans payable                           |  | $         -- |  | $       --        |  | $ 41,563  |   | $-- | 
|Other liabilities                                     |  | 1,571        |  | 44                |  | 868       |   | --  | 
|Partners'/members' capital (deficit)                  |  | 143,840      |  | 13,554            |  | (32,133   | ) | --  | 
|                                                     
|Total liabilities and partners'/members'              | 
|capital (deficit)                                     |  | $145,411     |  | $13,598           |  | $ 10,298  |   | $-- | 
|                                                     
|Operating Partnership's investment in                 | 
|unconsolidated                                        | 
|joint ventures, net                                   |  | $    1,073   |  | $12,808           |  | $   6,427 |   | $-- | 
|                                                     

19

---

# SUMMARIES OF
UNCONSOLIDATED JOINT VENTURES

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 March 31, 2004 and
2003:

|                                        |  |     |  | Three Months Ended March 31, 2004 |   |          |   |     | 
|--------------------------------------- |  | --- |  | --------------------------------- | - | -------- | - | --- | 
|
|Total revenues                          |  | $-- |  | $   75                            |   | $ 1,926  |   | $-- | 
|Operating and other expenses            |  | --  |  | (166                              | ) | (901     | ) | --  | 
|Depreciation and amortization           |  | --  |  | --                                |   | (279     | ) | --  | 
|Interest expense                        |  | --  |  | --                                |   | (287     | ) | --  | 
|                                       
|Net income                              |  | $-- |  | $(91                              | ) | $    459 |   | $-- | 
|                                       
|Operating Partnership's equity in       | 
|earnings (loss) of unconsolidated joint | 
|ventures                                |  | $-- |  | $ 521                             |   | $    229 |   | $-- | 
|                                       

|                                        |  |     |  | Three Months Ended March 31, 2003 |   |          |   |         |  
|--------------------------------------- |  | --- |  | --------------------------------- | - | -------- | - | ------- | -
|
|Total revenues                          |  | $-- |  | $ 26                              |   | $ 3,360  |   | $ 6,045 |  
|Operating and other expenses            |  | --  |  | (51                               | ) | (968     | ) | (990    | )
|Depreciation and amortization           |  | --  |  | --                                |   | (412     | ) | (857    | )
|Interest expense                        |  | --  |  | --                                |   | (451     | ) | --      |  
|                                       
|Net income                              |  | $-- |  | $(25                              | ) | $ 1,529  |   | $ 4,198 |  
|                                       
|Operating Partnership's equity in       | 
|earnings (loss) of unconsolidated joint | 
|ventures                                |  | $-- |  | $ 85                              |   | $    641 |   | $ 4,205 |  
|                                       

20

---

# 5.    DEFERRED CHARGES AND
OTHER ASSETS

|                                             | March 31,
2004 | December 31,
2003
|-------------------------------------------- | -------------- | -----------------
|Deferred leasing costs                       |                | $ 137,552        
|Deferred financing costs                     |                | 26,345           
|                                            
|                                             |                | 163,897          
|Accumulated amortization                     |                | (58,534          
|                                            
|Deferred charges, net                        |                | 105,363          
|Notes receivable                             |                | 13,369           
|Prepaid expenses and other assets, net       |                | 17,829           
|                                            
|Total deferred charges and other assets, net |                | $ 136,561        
|                                            

# 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 Operating Partnership sold 1770 St. James Place, Houston, Texas; 111
Soledad, San Antonio, Texas; and land in Hamilton Township, New Jersey during the year
ended December 31, 2003, the Operating Partnership has presented these assets as
discontinued operations in its statements of operations for the periods presented.

The following tables summarize income
from discontinued operations and the related realized gain on sale of rental property for
the three months ended March 31, 2004 and 2003:

|                                    | Three Months Ended
March 31, |    
|----------------------------------- | ---------------------------- | ---
|
|Total revenues                      |                              | $--
|Operating and other expenses        |                              | -- 
|Depreciation and amortization       |                              | -- 
|                                   
|Income from discontinued operations |                              | $--
|                                   

|                                         | Three Months Ended
March 31, |    
|---------------------------------------- | ---------------------------- | ---
|
|Realized gain on sale of rental property |                              | $--
|                                        

21

---

# 7.    SENIOR UNSECURED NOTES

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

|                                                     | March 31,
2004 | December 31,
2003 | Effective
Rate (1)
|---------------------------------------------------- | -------------- | ----------------- | ------------------
|7.000% Senior Unsecured Notes, due March 15, 2004    |                | --                |                   
|7.250% Senior Unsecured Notes, due March 15, 2009    |                | $   298,835       |                   
|7.835% Senior Unsecured Notes, due December 15, 2010 |                | 15,000            |                   
|7.750% Senior Unsecured Notes, due February 15, 2011 |                | 298,819           |                   
|6.150% Senior Unsecured Notes, due December 15, 2012 |                | 90,629            |                   
|5.820% Senior Unsecured Notes, due March 15, 2013    |                | 25,116            |                   
|4.600% Senior Unsecured Notes, due June 15, 2013     |                | 99,737            |                   
|5.125% Senior Unsecured Notes, due February 15, 2014 |                | 202,367           |                   
|                                                    
|Total Senior Unsecured Notes                         |                | $1,030,503        |                   
|                                                    

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

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

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

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

# 8.    UNSECURED REVOLVING
CREDIT FACILITY

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

22

---

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

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

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

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

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

SUMMARYAs of March 31, 2004 and December 31,
2003, the Operating Partnership had outstanding borrowings of $30,000 and $0,
respectively, under the unsecured facility (with an aggregate borrowing capacity of
$600,000).

23

---

# 9.    MORTGAGES AND LOANS
PAYABLE

The Operating Partnership has
mortgages and loans payable which consist of various loans 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 March 31, 2004 and December 31, 2003
is as follows:

|                                  |  | Effective                    | Principal Balance at |         |     
|--------------------------------- |  | ---------------------------- | -------------------- | ------- | ----
|
|400 Chestnut Ridge                |  | Prudential Insurance Co.     |                      | 9       | .44%
|Mack-Cali Centre VI               |  | Principal Life Insurance Co. |                      | 6       | .87%
|Various (b)                       |  | Prudential Insurance Co.     |                      | 7       | .10%
|Mack-Cali Bridgewater I           |  | New York Life Ins. Co.       |                      | 7       | .00%
|Mack-Cali Woodbridge II           |  | New York Life Ins. Co.       |                      | 7       | .50%
|Mack-Cali Short Hills             |  | Prudential Insurance Co.     |                      | 7       | .74%
|500 West Putnam Avenue            |  | New York Life Ins. Co.       |                      | 6       | .52%
|Harborside - Plaza 2 and 3        |  | Northwestern/Principal       |                      | 7       | .36%
|Mack-Cali Airport                 |  | Allstate Life Insurance Co.  |                      | 7       | .05%
|Kemble Plaza I                    |  | Mitsubishi Tr & Bk Co.       |                      | LIBOR+0 | .65%
|2200 Renaissance Boulevard        |  | TIAA                         |                      | 5       | .89%
|Soundview Plaza                   |  | TIAA                         |                      | 6       | .02%
|                                 
|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 11 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.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

CASH PAID FOR INTEREST
AND INTEREST CAPITALIZEDCash paid for interest for the three
months ended March 31, 2004 and 2003 was $40,464 and $46,418, respectively. Interest
capitalized by the Operating Partnership for the three months ended March 31, 2004 and
2003 was $914 and $2,328, respectively.

SUMMARY OF INDEBTEDNESSAs of March 31, 2004, the Operating
Partnerships total indebtedness of $1,559,769 (weighted average interest rate of
6.71 percent) was comprised of $62,178 of variable rate mortgage debt (weighted average
rate of 1.81 percent) and fixed rate debt of $1,497,591 (weighted average rate of 6.91
percent).

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

# 10.    PARTNERS
CAPITAL

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

24

---

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

The Series C Preferred Stock has
preference rights with respect to liquidation and distributions over the common stock.
Holders of the Series C Preferred Stock, except under certain limited conditions, will not
be entitled to vote on any matters. In the event of a cumulative arrearage equal to six
quarterly dividends, holders of the Series C Preferred Stock will have the right to elect
two additional members to serve on the Corporations Board of Directors until
dividends have been paid in full. At March 31, 2004, there were no dividends in arrears.
The Corporation may issue unlimited additional preferred stock ranking on a parity with
the Series C Preferred Stock but may not issue any preferred stock senior to the Series C
Preferred Stock without the consent of two-thirds of its holders. The Series C Preferred
Stock is essentially on an equivalent basis in priority with the Preferred Units.

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

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

STOCK OPTION PLANSIn 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 became exercisable over a
three-year period. Stock options granted under the 2000 Employee Plan and those options
granted subsequent to 1995 under the Employee Plan become exercisable over a five-year
period. All stock options granted under both the 2000 Director Plan and Director Plan
become exercisable in one year. All options were granted at the fair market value at the
dates of grant and have terms of ten years. As of March 31, 2004 and December 31, 2003,
the stock options outstanding had a weighted average remaining contractual life of
approximately 7.0 and 6.9 years, respectively.

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

25

---

|                                      | Shares Under Options | Weighted Average
Exercise Price
|------------------------------------- | -------------------- | -------------------------------
|Outstanding at January 1, 2004        |                      | 2,990,135                      
|Granted                               |                      | 5,000                          
|Exercised                             |                      | (883,992                       
|Lapsed or canceled                    |                      | (6,720                         
|                                     
|Outstanding at March 31, 2004         |                      | 2,104,423                      
|                                     
|Options exercisable at March 31, 2004 |                      | 864,253                        
|Available for grant at March 31, 2004 |                      | 2,354,203                      
|                                     

The Operating Partnership recognized stock
options expense of $49 and $38 for the three months ended March 31, 2004 and 2003,
respectively.

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

|                               | Shares Under Warrants | Weighted Average
Exercise Price
|------------------------------ | --------------------- | -------------------------------
|Outstanding at January 1, 2004 |                       |                                
|Exercised                      |                       |                                
|Lapsed or canceled             |                       |                                
|                              
|Outstanding at March 31, 2004  |                       |                                
|                              
|Exercisable at March 31, 2004  |                       |                                
|                              

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

Information regarding the Restricted
Stock Awards is summarized below:

|                               |  | Shares
|------------------------------ |  | ------
|Outstanding at January 1, 2004 |  |       
|Granted                        |  |       
|Vested                         |  |       
|Canceled                       |  |       
|                              
|Outstanding at March 31, 2004  |  |       
|                              

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

26

---

During the three months ended March
31, 2004 and 2003, 1,537 and 1,784 deferred stock units were earned, respectively. As of
March 31, 2004 and December 31, 2003, there were 24,570 and 23,131 director stock units
outstanding, respectively.

# LIMITED PARTNERS
CAPITAL:

SERIES B PREFERRED UNITSThe Series B Preferred Units have a
stated value of $1,000 per unit and are preferred as to assets over any class of common
units or other class of preferred units of the Operating Partnership, based on
circumstances per the applicable unit certificates. The quarterly distribution on each
Series B Preferred Unit is an amount equal to the greater of (i) $16.875 (representing
6.75 percent of the 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 March 31, 2004, the calculation in the above clause
(b) was $336,614.

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

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

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

27

---

The following information presents
the Operating Partnerships results for the three months ended March 31, 2004 and
2003 in accordance with FASB No. 128:

|                                                            | Three Months Ended
March 31, |           
|----------------------------------------------------------- | ---------------------------- | ----------
|
|Income from continuing operations                           |                              | $ 34,162  
|Deduct:   Preferred unit distributions                      |                              | (4,409    
|                                                           
|Income from continuing operations available to common units |                              | 29,753    
|Income from discontinued operations                         |                              | --        
|                                                           
|Net income available to common unitholders                  |                              | $ 29,753  
|                                                           
|Weighted average common units                               |                              | 67,594    
|                                                           
|Basic EPU:                                                  |                             
|Income from continuing operations                           |                              | $     0.44
|Income from discontinued operations                         |                              | --        
|                                                           
|Net income available to common unitholders                  |                              | $     0.44
|                                                           

|                                                                                 | Three Months Ended
March 31, |          
|-------------------------------------------------------------------------------- | ---------------------------- | ---------
|
|Income from continuing operations available to common unitholders                |                              | $29,753  
|Add:   Income from continuing operations attributable to Operating Partnership - |                             
|Series B Preferred Units                                                         |                              | --       
|                                                                                
|Income from continuing operations for diluted earnings per unit                  |                              | 29,753   
|Income from discontinued operations for diluted earnings per unit                |                              | --       
|                                                                                
|Net income available to common unitholders                                       |                              | $29,753  
|                                                                                
|Weighted average common units                                                    |                              | 68,288   
|                                                                                
|Diluted EPU:                                                                     |                             
|Income from continuing operations                                                |                              | $    0.44
|Income from discontinued operations                                              |                              | --       
|                                                                                
|Net income available to common unitholders                                       |                              | $    0.44
|                                                                                

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

|                   | Three Months Ended
March 31, | 
|------------------ | ---------------------------- | 
|
|Basic EPU Units    |                              | 
|Add: Stock options |                              | 
|Stock Warrants     |                              | 
|                  
|Diluted EPU Units  |                              | 
|                  

Not included in the computations of
diluted EPU were 0 and 2,418,353 stock options; 0 and 642,476 Stock Warrants; and
6,205,425 and 6,230,707 Series B Preferred Units, as such securities were anti-dilutive
during the three months ended March 31, 2004 and 2003, respectively. Unvested restricted
stock outstanding as of March 31, 2004 and 2003 were 226,272 and 264,369, respectively.

28

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# 11.    EMPLOYEE BENEFIT
401(k) PLAN

All employees of the Corporation who
meet certain minimum age and period of service requirements are eligible to participate in
a 401(k) defined contribution plan (the 401(k) Plan). The 401(k) Plan allows
eligible employees to defer up to 15 percent of their annual compensation, subject to
certain limitations imposed by federal law. The amounts contributed by employees are
immediately vested and non-forfeitable. The Operating Partnership, at managements
discretion, may match employee contributions and/or make discretionary contributions.
Total expense recognized by the Operating Partnership for the three months ended March 31, 2004 and 2003 was $100 and
$100, respectively.

# 12.    COMMITMENTS AND
CONTINGENCIES

TAX ABATEMENT AGREEMENTSHarborside Financial
CenterPursuant to an agreement with the
City of Jersey City, New Jersey, the Operating Partnership is required to make payments in
lieu of property taxes (PILOT) on its Harborside Plaza 2, 3, 4-A and 5
properties. The Plaza 2 and 3 agreement, which commenced in 1990, is for a term of 15
years. Such PILOT is equal to two percent of Total Project Costs, as defined, in year one
and increases by $75 per annum through year 15. Total Project Costs, as defined, are
$145,644. The PILOT totaled $972 and $953 for the three months ended March 31, 2004 and
2003, respectively.

The Plaza 4-A agreement, which
commenced in 2000, is for a term of 20 years. The PILOT is equal to two percent of Total
Project costs, as defined, and increases by 10 percent in years 7, 10 and 13 and by 50
percent in year 16. Total Project costs, as defined, are $45,497. The PILOT totaled $227
and $227 for the three months ended March 31, 2004 and 2003, respectively.

The Plaza 5 agreement, which
commenced in 2002 upon substantial completion of the property, as defined, is for a term
of 20 years. The PILOT is equal to two percent of Total Project Costs, as defined, and
increases by 10 percent in years 7, 10 and 13, and by 50 percent in year 16. Total Project
Costs, as defined are $159,625. The PILOT totaled $798 and $661 for the three months ended
March 31, 2004 and 2003, respectively.

LITIGATIONOn May 8, 2003, an adversary
proceeding arising out of the bankruptcy of Broadband Office, Inc. (BBO) was
commenced by BBO and the Official Committee of Unsecured Creditors of BBO
(Plaintiffs) in the United States Bankruptcy Court for the District of
Delaware. On August 25, 2003, the Plaintiffs filed an Amended Complaint. As amended, the
Complaint names as defendants the Operating Partnership, the chief executive officer of
the Corporation, and certain alleged affiliates of the 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 Mack-Cali Defendants breached fiduciary duties to BBO, its
minority shareholders (other than the REITs) and its creditors by approving a spin-off of
BBOs assets to a newly created entity, and approving the sale of BBOs
remaining assets to Yipes, Inc., both for allegedly inadequate consideration. Plaintiffs
seek an unspecified amount of compensatory and punitive damages in connection with their
fiduciary duty claims. In addition, Plaintiffs seek to avoid all payments and other
transfers made to the Mack-Cali Defendants within one year of BBOs bankruptcy filing
under various provisions of the Bankruptcy Code, and to obtain turnover of
certain property under Section 542(b) of the Code. On July 8, 2003, the district court
withdrew the reference of this proceeding to the bankruptcy court, and the action is now
pending in the United States District Court for the District of Delaware. The Mack-Cali
Defendants have denied the claims asserted in the Amended Complaint, and believe they have
substantial defenses to the claims asserted against them. 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.

29

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GROUND LEASE AGREEMENTSFuture minimum rental payments under
the terms of all non-cancelable ground leases under which the Operating Partnership is the
lessee, as of March 31, 2004, are as follows:

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

Ground lease expense incurred by the
Operating Partnership during the three months ended March 31, 2004 and 2003 amounted to
$258 and $232, respectively.

OTHERThe Operating Partnership may not
dispose of or distribute certain of its properties, currently comprising 140 properties
with an aggregate net book value of approximately $1,799,345, which were originally
contributed by members of either the Mack Group (which includes William L. Mack, Chairman
of the Corporations Board of Directors; David S. Mack, a director of the
Corporation; Earle I. Mack, a former director of the Corporation; and Mitchell E. Hersh,
chief executive officer and a director of the Corporation ), the Robert Martin Group
(which includes Martin W. Berger, a director of the Corporation; Robert F. Weinberg, a
former director of the Corporation; and Timothy M. Jones, president of the Corporation) or
the Cali Group (which includes John R. Cali, a director of the Corporation and John J.
Cali, a former director of the Corporation) without the express written consent of a
representative of the Mack Group, the Robert Martin Group or the Cali Group, as
applicable, except in a manner which does not result in recognition of any built-in-gain
(which may result in an income tax liability) or which reimburses the appropriate Mack
Group, Robert Martin Group or Cali Group members for the tax consequences of the
recognition of such built-in-gains (collectively, the Property Lock-Ups). The
aforementioned restrictions do not apply in the event that the Operating Partnership sells
all of its properties or in connection with a sale transaction which the
Corporations Board of Directors determines is reasonably necessary to satisfy a
material monetary default on any unsecured debt, judgment or liability of the Operating
Partnership or to cure any material monetary default on any mortgage secured by a
property. The Property Lock-Ups expire periodically through 2008. Upon the expiration of
the Property Lock-Ups, the Operating Partnership is required to use commercially
reasonable efforts to prevent any sale, transfer or other disposition of the subject
properties from resulting in the recognition of built-in gain to the appropriate Mack
Group, Robert Martin Group or Cali Group members.

# 13.    TENANT LEASES

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

30

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Future minimum rentals to be received
under non-cancelable operating leases at March 31, 2004 are as follows:

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

# 14.    SEGMENT REPORTING

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

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

31

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Selected results of operations for
the three months ended March 31, 2004 and 2003 and selected asset information as of March
31, 2004 and December 31, 2003 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:                        |               |                      
|March 31, 2004                             |               |                       | $                           | 141,824  
|March 31, 2003                             |               |                       |                             | 140,454  
|                                           |               |                      
|Total operating and interest expenses (b): |               |                      
|Three months ended:                        |               |                      
|March 31, 2004                             |               |                       | $                           | 46,507   
|March 31, 2003                             |               |                       |                             | 46,084   
|                                           |               |                      
|Equity in earnings of unconsolidated       |               |                      
|joint ventures (net of minority interest): |               |                      
|Three months ended:                        |               |                      
|March 31, 2004                             |               |                       | $                           | 177      
|March 31, 2003                             |               |                       |                             | 2,380    
|                                           |               |                      
|Net operating income (c):                  |               |                      
|Three months ended:                        |               |                      
|March 31, 2004                             |               |                       | $                           | 95,494   
|March 31, 2003                             |               |                       |                             | 96,750   
|                                           |               |                      
|Total assets:                              |               |                      
|March 31, 2004                             |               |                       | $                           | 3,659,764
|December 31, 2003                          |               |                       |                             | 3,656,127
|                                           |               |                      
|Total long-lived assets (d):               |               |                      
|March 31, 2004                             |               |                       | $                           | 3,533,350
|December 31, 2003                          |               |                       |                             | 3,526,624
|                                          

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

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

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

|(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
$3,048 of adjustments for straight-lining of rents, $12 for rent
                    adjustment on above/below market leases, and $143 for Operating
                    Partnerships share of straight-line rent adjustments from
unconsolidated                     joint ventures.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(g) | Excludes
$2,406 of adjustments for straight-lining of rents and $1,004 for the
                    Operating Partnerships share of straight-line rent adjustments
from                     unconsolidated joint ventures.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(h) | Excludes
$31,123 of depreciation and amortization. (i) Excludes $29,045 of
                    depreciation and amortization.
|--- | -----------------------------------------------------------------------------------------------------------------------------

32

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# 15.    IMPACT OF
RECENTLY-ISSUED ACCOUNTING STANDARDS

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

On November 7, 2003, the FASB
indefinitely deferred the classification and measurement provisions of SFAS No. 150 as
they apply to certain mandatorily redeemable noncontrolling interests. This deferral is
expected to remain in effect while these provisions are further evaluated by the FASB. As
of March 31, 2004, the deferral of certain provisions of FASB No. 150 is not expected to have a material impact on the Operating
Partnerships financial statements.

33

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# ITEM 2.   MANAGEMENTS
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONAND RESULTS OF OPERATIONS

# GENERAL

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

Executive Overview

Mack-Cali Realty, L.P. (the
Operating Partnership) is one of the largest real estate investment trusts
(REITs) in the United States with a total market capitalization of $4.9 billion at March
31, 2004. The Operating Partnership has been involved in all aspects of commercial real
estate development, management and ownership for over 50 years and has been a
publicly-traded REIT since 1994. The Operating Partnership owns or has interests in 263
properties (collectively, the Properties), primarily class A office and
office/flex buildings, totaling approximately 28.3 million square feet, leased to
approximately 2,100 tenants. The properties are located primarily in suburban markets of
the Northeast, some with adjacent, Operating Partnership-controlled developable land sites
able to accommodate up to 8.3 million square feet of additional commercial space.

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

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

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

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

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

As a result of the economic climate
since 2001, substantially all of the real estate markets the Operating Partnership
operates in materially softened. Demand for office space declined significantly and
vacancy rates increased in each of the Operating Partnerships core markets over the
period. Through April 30, 2004, the Operating Partnerships core markets continued to
be weak. The percentage leased in the Operating Partnerships consolidated portfolio
of stabilized operating properties decreased to 91.1 percent at March 31, 2004, as
compared to 91.5 percent at December 31, 2003 and 92.4 percent at March 31, 2003.
Percentage leased includes all leases in effect as of the period end date, some of which
have commencement dates in the future and leases that expire at the period end date.
Leases that expired as of March 31, 2004, December, 2003, and March 31, 2003 aggregate
31,291, 143,059 and 87,315 square feet, respectively, or 0.01, 0.5 and 0.3 percentage of
the net rentable square footage, respectively. Market rental rates have declined in most
markets from peak levels in late 2000 and early 2001. Rental rates on the Operating
Partnerships space that was re-leased (based on first rents payable) during the
three months ended March 31, 2004 decreased an average of 10.2 percent compared to rates
that were in effect under expiring leases, as compared to a 7.4 percent decrease for the
same period in 2003. The Operating Partnership believes that vacancy rates may continue to
increase in most of its markets for the remainder of 2004. As a result, the Operating
Partnerships future earnings and cash flow may be negatively impacted.

34

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

- property transactions during the period;
- critical accounting policies and estimates;
- results of operations for the current quarter as compared to the same period last year; and
- liquidity and capital resources.

Property Transactions
in 2004

Thus far in 2004, the Operating
Partnership completed the following property transaction:

On April 14, 2004, the Operating
Partnership acquired 5 Wood Hollow Road, located in Parsippany, New Jersey. The 317,040
square-foot class A office building was acquired for approximately $34.0 million.

Critical Accounting
Policies and Estimates

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

Rental Property:Rental properties are stated at cost
less accumulated depreciation and amortization. Costs directly related to the acquisition,
development and construction of rental properties are capitalized. Capitalized development
and construction costs include pre-construction costs essential to the development of the
property, development and construction costs, interest, property taxes, insurance,
salaries and other project costs incurred during the period of development. Interest
capitalized by the Operating Partnership for the three months ended March 31, 2004 and
2003 was $0.9 million and $2.3 million, 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.

35

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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 will be amortized to expense over the
anticipated life of the relationships.

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

36

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

37

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

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

38

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# RESULTS OF OPERATIONS:
PERIOD-TO-PERIOD COMPARISIONS

The following comparisons for the
three months ended March 31, 2004 (2004), as compared to the three months
ended March 31, 2003 (2003), 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 December 31, 2002, excluding Dispositions as defined
below; (ii) the effect of the Acquired Properties, which represents all
properties acquired by the Operating Partnership or commencing initial operations from
January 1, 2003 through March 31, 2004 and; (iii) the effect of the
Dispositions, which represents results for each period for those rental
properties sold by the Operating Partnership for the period from January 1, 2003 through
March 31, 2004.

# Three Months Ended
March 31, 2004 Compared to Three Months Ended March 31, 2003

|                                                         | Three Months Ended
March 31, |  |   |        
|-------------------------------------------------------- | ---------------------------- |  | - | -------
|
|Revenue from rental operations:                          |                              |  |   |        
|Base rents                                               |                              |  | $ | 126,595
|Escalations and recoveries from tenants                  |                              |  |   | 15,640 
|Parking and other                                        |                              |  |   | 3,660  
|                                                        
|Total revenues                                           |                              |  |   | 145,895
|                                                        
|Property expenses:                                       |                              | 
|Real estate taxes                                        |                              |  |   | 16,893 
|Utilities                                                |                              |  |   | 11,500 
|Operating services                                       |                              |  |   | 18,194 
|                                                        
|Sub-total                                                |                              |  |   | 46,587 
|                                                         |                              | 
|General and administrative                               |                              |  |   | 6,444  
|Depreciation and amortization                            |                              |  |   | 31,123 
|Interest expense                                         |                              |  |   | 29,196 
|Interest income                                          |                              |  |   | (720   
|Loss on early retirement of debt, net                    |                              |  |   | --     
|                                                        
|Total expenses                                           |                              |  |   | 112,630
|                                                        
|Income from continuing operations before                 |                              | 
|equity in earnings of unconsolidated joint ventures      |                              |  |   | 33,265 
|Equity in earnings of unconsolidated joint ventures, net |                              |  |   | 177    
|Gain on sale of investment in unconsolidated joint       |                              | 
|ventures                                                 |                              |  |   | 720    
|                                                        
|Income from continuing operations                        |                              |  |   | 34,162 
|Discontinued operations:                                 |                              | 
|Income from discontinued operations                      |                              |  |   | --     
|Realized gain on disposition of rental property          |                              |  |   | --     
|                                                        
|Total discontinued operations, net                       |                              |  |   | --     
|                                                        
|Net income                                               |                              |  |   | 34,162 
|Preferred unit distributions                             |                              |  |   | (4,409 
|                                                        
|Net income available to common unitholders               |                              |  | $ | 29,753 
|                                                        

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                         |                             |                       | $                   | 944          |   |  | 0   | .8% 
|Escalations and recoveries         |                             |                      
|from tenants                       |                             |                       |                     | (185         | ) |  | (1  | .2) 
|Parking and other                  |                             |                       |                     | (2,177       | ) |  | (37 | .3) 
|                                  
|Total                              |                             |                       | $                   | (1,418       | ) |  | (1  | .0)%
|                                  
|Property expenses:                 |                             |                      
|Real estate taxes                  |                             |                       | $                   | 1,045        |   |  | 6   | .6% 
|Utilities                          |                             |                       |                     | 701          |   |  | 6   | .5  
|Operating services                 |                             |                       |                     | (1,875       | ) |  | (9  | .3) 
|                                  
|Total                              |                             |                       | $                   | (129         | ) |  | (0  | .3)%
|                                  
|OTHER DATA:                        |                             |                      
|Number of Consolidated Properties: |                             |                       |                     | 256          |   |  |     |     
|Square feet (in thousands)         |                             |                       |                     | 26,957       |   |  |     |     

Base rents for the Same-Store
Properties increased $0.3 million, or 0.2 percent, for 2004 as compared to 2003, due
primarily to increased rents of $0.7 million at Harborside Plaza 5, which was placed in
service late in 2002, which was partially offset by decreases in space leased and rental
rates at the properties in 2004 from 2003. Escalations and recoveries from tenants for the
Same-Store Properties decreased $0.2 million, or 1.4 percent, for 2004 over 2003, due
primarily to a decreased amount of total property expenses in 2004. Parking and other
income for the Same-Store Properties decreased $2.2 million, or 37.3 percent, due
primarily to a decrease in lease termination fees in 2004.

Real estate taxes on the Same-Store
Properties increased $0.9 million, or 5.7 percent, for 2004 as compared to 2003, due
primarily to property tax rate increases in certain municipalities in 2004, partially
offset by lower assessments on certain properties in 2004. Utilities for the Same-Store
Properties increased $0.6 million, or 5.5 percent, for 2004 as compared to 2003, due
primarily to increased electric rates in 2004. Operating services for the Same-Store
Properties decreased $2.1 million, or 10.2 percent, due primarily to decreased snow
removal costs in 2004 from 2003.

General and administrative decreased
by $0.3 million, or 4.6 percent, for 2004 as compared to 2003. This decrease was due
primarily to a decrease in professional fees and state taxes of $0.9 million, partially
offset by an increase in salaries and related expenses of $0.5 million in 2004 from 2003.

Depreciation and amortization
increased by $2.1 million, or 7.2 percent, for 2004 over 2003. Of this increase, $1.9
million, or 6.4 percent, is attributable to the Same-Store Properties, and $0.2 million,
or 0.8 percent, is due to the Acquired Properties.

Interest expense decreased $0.3
million, or 1.1 percent, for 2004 as compared to 2003. This decrease was due primarily to
lower average debt balances and interest rates in 2004 over 2003.

Interest income increased $0.4
million, or 120.2 percent, for 2004 as compared to 2003. This increase was due primarily
to higher average cash balances in 2004.

40

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Loss on early retirement of debt,
net, amounted to $1.4 million in 2003, which was due to costs incurred with the exchange
in 2003 of $25.0 million face amount of 7.18 percent senior unsecured notes due December
31, 2003 for $26.1 million face amount of 5.82 percent senior unsecured notes due March
15, 2013, with interest payable semi-annually in arrears.

Equity in earnings of unconsolidated
joint ventures decreased $2.2 million, or 92.6 percent, for 2004 as compared to 2003. The
decrease was due primarily to the sale of the Operating Partnerships interest in the
American Financial Exchange in late 2003 resulting in a reduction of $4.2 million in 2004,
partially offset by an increase from operations of the Hyatt hotel at Harborside South
Pier of $1.1 million for 2004, as compared to 2003 and an increase in 2004 from Ramland
Realty due to the write-off of a tenant receivable of $1.6 million in 2003.

Income from continuing operations
before equity in earnings of unconsolidated joint ventures decreased to $33.3 million in
2004 from $34.2 million in 2003. The decrease of approximately $0.9 million is due to the
factors discussed above.

Net income available to common
unitholders decreased by $4.3 million, from $34.1 million in 2003 to $29.8 million in
2004. This decrease was the result of a decrease in equity in earnings of unconsolidated
joint ventures of $2.2 million, a decrease in income from continuing operations before
equity in earnings of unconsolidated joint ventures of approximately $0.9 million, an
increase in preferred unit distributions of $0.5 million in 2004, a decrease in realized
gain on disposition of rental property of $1.3 million, and income from discontinued
operations of $0.1 million in 2003. These were partially offset by a gain on sale of
investment in unconsolidated joint ventures of $0.7 million (resulting from the receipt of
additional contingent purchase consideration from the Harborside North Pier sale).

# LIQUIDITY AND CAPITAL
RESOURCES

Liquidity

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

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

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

41

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REIT Restrictions:To maintain its qualification as a
REIT, the Corporation must make annual distributions to its stockholders of at least 90
percent of its REIT taxable income, determined without regard to the dividends paid
deduction and by excluding net capital gains. Moreover, the Corporation intends to
continue to make regular quarterly distributions to its common stockholders which, based
upon current policy, in the aggregate would equal approximately $152.6 million on an
annualized basis. However, any such distribution, whether for federal income tax purposes
or otherwise, would only be paid out of available cash, including borrowings and other
sources, after meeting operating requirements, preferred stock and unit dividends and
distributions, and scheduled debt service on the Operating Partnerships debt.

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

Unencumbered Properties:As of March 31, 2004, the Operating
Partnership had 233 unencumbered properties, totaling 21.1 million square feet,
representing 78.2 percent of the Operating Partnerships total portfolio on a square
footage basis.

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

Cash Flows

Cash and cash equivalents decreased
by $67.4 million to $11.0 million at March 31, 2004, compared to $78.4 million at December
31, 2003. This decrease was the net result of $50.5 million provided by operating
activities, which was offset by: (1) $31.3 million used in investing activities
(consisting primarily of $16.0 million used for additions to rental property, $13.3
million for investments in unconsolidated joint ventures, and $4.6 million for the funding
of a note receivable); and (2) approximately $86.7 million used for financing activities
(consisting primarily of $300.0 million used for the repayment of senior unsecured notes,
$124.0 million for the repayment of borrowings under the Operating Partnerships
unsecured credit facility, and $46.9 million for the payment of dividends and
distributions, partially offset by $202.4 million in proceeds from the sale of senior
unsecured notes, $154.0 million from borrowings under the unsecured credit facility, and
$31.1 million in proceeds received from stock options and warrants exercised.)

42

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Debt Financing

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

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

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

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

|                             | Balance
($000's) | % of Total | Weight Average
Interest Rate (a) | Weighted Average Maturity
in Years
|---------------------------- | ---------------- | ---------- | -------------------------------- | ----------------------------------
|Fixed Rate Unsecured Debt    |                  |            | $                                | 1,030,503                         
|Fixed Rate Secured Debt      |                  |            |                                  | 467,088                           
|Variable Rate Unsecured Debt |                  |            |                                  | 30,000                            
|Variable Rate Secured Debt   |                  |            |                                  | 32,178                            
|                            
|Totals/Weighted Average:     |                  |            | $                                | 1,559,769                         
|                            

Debt Maturities:Scheduled principal payments and
related weighted average annual interest rates for the Operating Partnerships debt
as of March 31, 2004 are as follows:

|Period                          | Scheduled
Amortization
($000's) | Principal
Maturities
($000's) | Total
($000's) | Weighted Avg.
Interest Rate of
Future Repayments (a)
|------------------------------- | ------------------------------- | ----------------------------- | -------------- | ----------------------------------------------------
|2004                            |                                 |                               | $              | 6,491                                               
|2005                            |                                 |                               |                | 7,747                                               
|2006                            |                                 |                               |                | 1,231                                               
|2007                            |                                 |                               |                | 1,114                                               
|2008                            |                                 |                               |                | 1,105                                               
|Thereafter                      |                                 |                               |                | 5,258                                               
|                               
|Sub-total                       |                                 |                               |                | 22,946                                              
|Adjustment for unamortized debt |                                 |                              
|discount/premium, net, as of    |                                 |                              
|March 31, 2004                  |                                 |                               |                | (8,615                                              
|                               
|Totals/Weighted Average         |                                 |                               | $              | 14,331                                              
|                               

|(a) | Actual
weighted average LIBOR contract rates relating to the Operating
                    Partnerships outstanding debt as of March 31, 2004 of 1.14
percent was                     used in calculating revolving credit facility and other
variable rate debt                     interest rates.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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Senior Unsecured Notes:The terms of the Operating
Partnerships senior unsecured notes (which totaled approximately $1.0 billion as of
March 31, 2004), include certain restrictions and covenants which require compliance with
financial ratios relating to the maximum amount of debt leverage, the maximum amount of
secured indebtedness, the minimum amount of debt service coverage and the maximum amount
of unsecured debt as a percent of unsecured assets.

Unsecured Revolving
Credit Facility:On September 27, 2002, the Operating Partnership
obtained an unsecured revolving credit facility with a current borrowing capacity of
$600.0 million from a group of 15 lenders. As of March 31, 2004, the Operating Partnership
had $30.0 million of outstanding borrowings under its unsecured revolving credit facility.

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

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

|Operating Partnership's
Unsecured Debt Ratings:
S&P Moody's/Fitch (a) | Interest Rate -
Applicable Basis Points
Above LIBOR | Facility Fee
Basis Points
|--------------------------------------------------------------------- | --------------------------------------------------- | -------------------------
|No ratings or less than BBB-/Baa3/BBB-                                |                                                     | 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 unsecured facility matures in
September 2005, with an extension option of one year, which would require a payment of 25
basis points of the then borrowing capacity of the facility upon exercise. The Operating
Partnership believes that the unsecured facility is sufficient to meet its revolving
credit facility needs.

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

44

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Mortgages and Loans
Payable:The Operating Partnership has
mortgages and loans payable which consist of various loans 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.

Debt Strategy: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 raise sufficient proceeds to retire the maturing debt, the Operating Partnership
may draw on its revolving credit facility to retire the maturing indebtedness, which would
reduce the future availability of funds under such facility. As of March 31, 2004, the
Operating Partnership had $30 million of outstanding borrowings under its $600 million
unsecured revolving credit facility. The Operating Partnership is reviewing various
refinancing options, including the purchase of its senior unsecured notes in
privately-negotiated transactions, the issuance of additional, or exchange of current,
unsecured debt, preferred stock of the Corporation, and/or obtaining additional mortgage debt, some or all of
which may be completed during 2004. The Operating Partnership anticipates that its
available cash and cash equivalents and cash flows from operating activities, together
with cash available from borrowings and other sources, will be adequate to meet the
Operating Partnerships capital and liquidity needs both in the short and long-term.
However, if these sources of funds are insufficient or unavailable, the Operating
Partnerships ability to make the expected distributions discussed below may be
adversely affected.

Equity Financing and
Registration Statements

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

|                                               | Common
Stock | Common
Units | Preferred Units,
as Converted (a) | Total     
|---------------------------------------------- | ------------ | ------------ | --------------------------------- | ----------
|Outstanding at December 31, 2003               |              |              |                                   | 59,420,484
|Stock options exercised                        |              |              |                                   | 883,992   
|Stock warrants exercised                       |              |              |                                   | 86,768    
|Common units redeemed for Common Stock         |              |              |                                   | 6,000     
|Shares issued under Dividend Reinvestment      |              |             
|and Stock Purchase Plan                        |              |              |                                   | 3,102     
|Restricted shares issued, net of cancellations |              |              |                                   | 1,000     
|                                              
|Outstanding at March 31, 2004                  |              |              |                                   | 60,401,346
|                                              

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

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

Shelf Registration
Statements: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, under which no securities have been issued. 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 Corporation has issued
$25 million of preferred stock and the Operating Partnership has issued an aggregate of
$1.4 billion of senior unsecured notes.

45

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Off-Balance Sheet
Arrangements

Unconsolidated Joint
Venture Debt:The debt of the Operating
Partnerships unconsolidated joint ventures aggregating $106.5 million is
non-recourse to the Operating Partnership except for customary exceptions pertaining to
such matters as intentional misuse of funds, environmental conditions and material
misrepresentations. The Operating Partnership has posted an $8.0 million letter of credit
in support of the Harborside South Pier joint venture, $4.0 million of which is
indemnified by Hyatt.

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

Contractual Obligations

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

|                                  |  | Payments Due by Period |   |           |  |  
|--------------------------------- |  | ---------------------- | - | --------- |  | -
|
|Senior unsecured notes            |  |                        | $ | 1,030,503 |  |  
|Revolving credit facility         |  |                        |   | 30,000    |  |  
|Mortgages and loans payable       |  |                        |   | 499,266   |  | $
|Payments in lieu of taxes (PILOT) |  |                        |   | 99,137    |  |  
|Ground lease payments             |  |                        |   | 23,513    |  |  

Other Commitments and
Contingencies

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

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

46

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

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

Legal Proceedings:On March 27, 2003, Hartz Mountain
Industries, Inc. (Hartz) filed a lawsuit in the Superior Court of New Jersey,
Law Division, for Bergen County, seeking to enjoin the New Jersey Sports & Exposition
Authority (NJSEA) from entering into a contract with The Mills Corporation and
the Operating Partnership for the redevelopment of the Continental Airlines Arena site.
The case was dismissed by the trial court but Hartz 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. In January 2004, Hartz and Westfield also appealed the
NJSEAs approval and execution of the final Redevelopment Agreement. Four citizens,
Elliot Braha, Richard DeLauro, George Perry and Carol Coronato, have also filed lawsuits
challenging the NJSEA award to Mills and the Operating Partnership. All of these cases are
now pending and unresolved in the Superior Court of New Jersey, Appellate Division. The
Operating Partnership believes that its proposal fully complied with applicable laws and
the request for proposals, and plans to vigorously enforce its rights concerning this
project. The Operating Partnership does not believe that the ultimate resolution of this
matter will have a material adverse effect on the Operating Partnerships financial
condition taken as a whole.

On May 8, 2003, an adversary
proceeding arising out of the bankruptcy of Broadband Office, Inc. (BBO) was
commenced by BBO and the Official Committee of Unsecured Creditors of BBO
(Plaintiffs) in the United States Bankruptcy Court for the District of
Delaware. On August 25, 2003, the Plaintiffs filed an Amended Complaint. As amended, the
Complaint names as defendants the Operating Partnership, the chief executive officer of
the Corporation, and certain alleged affiliates of the 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 Mack-Cali Defendants breached fiduciary duties to BBO, its minority
shareholders (other than the REITs) and its creditors by approving a spin-off of
BBOs assets to a newly created entity, and approving the sale of BBOs
remaining assets to Yipes, Inc., both for allegedly inadequate consideration. Plaintiffs
seek an unspecified amount of compensatory and punitive damages in connection with their
fiduciary duty claims. In addition, Plaintiffs seek to avoid all payments and other
transfers made to the Mack-Cali Defendants within one year of BBOs bankruptcy filing under various
provisions of the Bankruptcy Code, and to obtain turnover of certain property
under Section 542(b) of the Code. On July 8, 2003, the district court withdrew the
reference of this proceeding to the bankruptcy court, and the action is now pending in the
United States District Court for the District of Delaware. The Mack-Cali Defendants have
denied the claims asserted in the Amended Complaint, and believe they have substantial
defenses to the claims asserted against them. 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.

47

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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

The Operating Partnership considers
portions of the information presented herein to be forward-looking statements within the
meaning of Section 21E of the Securities Exchange Act of 1934. 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. The Operating Partnership
assumes no obligation to update and supplement forward-looking statements that become
untrue because of subsequent events.

48

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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 $1.5 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 rates on the variable rate debt as of March
31, 2004 was LIBOR plus 65 to 70 basis points.

|March 31, 2004
Debt
including current portion | 4/1/04 -
12/31/04 | 2005 | 2006 | 2007   | 2008 | Thereafter | Total   | Fair Value
|--------------------------------------------- | ----------------- | ---- | ---- | ------ | ---- | ---------- | ------- | ----------
|Fixed Rate                                    |                   |      | $    | 15,049 |      | $          | 259,763 |           
|Average Interest Rate                         |                   |      |      | 8.52%  |      |            | 7.13%   |           
|                                              |                   |     
|Variable Rate                                 |                   |      |      |        |      | $          | 30,000  |           

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.

49

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# MACK-CALI REALTY, L.P.

# Part II  Other
Information

# Item 1.    Legal Proceedings

On March 27, 2003, Hartz Mountain
Industries, Inc. (Hartz) filed a lawsuit in the Superior Court of New Jersey,
Law Division, for Bergen County, seeking to enjoin the New Jersey Sports & Exposition
Authority (NJSEA) from entering into a contract with The Mills Corporation
(Mills) and the Operating Partnership for the redevelopment of the Continental
Airlines Arena site. The case was dismissed by the trial court but Hartz 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. In January 2004, Hartz and Westfield also
appealed the NJSEAs approval and execution of the final Redevelopment Agreement.
Four citizens, Elliot Braha, Richard DeLauro, George Perry and Carol Coronato, have also
filed lawsuits challenging the NJSEA award to Mills and the Operating Partnership. All of
these cases are now pending and unresolved in the Superior Court of New Jersey, Appellate
Division. The Operating Partnership believes that its proposal fully complied with
applicable laws and the request for proposals, and plans to vigorously enforce its rights
concerning this project. The Operating Partnership does not believe that the ultimate
resolution of this matter will have a material adverse effect on the Operating
Partnerships financial condition taken as a whole.

On May 8, 2003, an adversary
proceeding arising out of the bankruptcy of Broadband Office, Inc. (BBO) was
commenced by BBO and the Official Committee of Unsecured Creditors of BBO
(Plaintiffs) in the United States Bankruptcy Court for the District of
Delaware. On August 25, 2003, the Plaintiffs filed an Amended Complaint. As amended, the
Complaint names as defendants the Operating Partnership, the chief executive officer of
the Corporation, and certain alleged affiliates of the 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 Mack-Cali Defendants breached fiduciary duties to BBO, its minority
shareholders (other than the REITs) and its creditors by approving a spin-off of
BBOs assets to a newly created entity, and approving the sale of BBOs
remaining assets to Yipes, Inc., both for allegedly inadequate consideration. Plaintiffs
seek an unspecified amount of compensatory and punitive damages in connection with their
fiduciary duty claims. In addition, Plaintiffs seek to avoid all payments and other
transfers made to the Mack-Cali Defendants within one year of BBOs bankruptcy filing under various
provisions of the Bankruptcy Code, and to obtain turnover of certain property
under Section 542(b) of the Code. On July 8, 2003, the district court withdrew the
reference of this proceeding to the bankruptcy court, and the action is now pending in the
United States District Court for the District of Delaware. The Mack-Cali Defendants have
denied the claims asserted in the Amended Complaint, and believe they have substantial
defenses to the claims asserted against them. 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.

50

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# MACK-CALI REALTY, L.P.

# Part II  Other
Information (continued)

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

(a)              
          Not Applicable.

(b)              
          Not Applicable.

(c)              
          WARRANTS

| | During
the three months ended March 31, 2004, the Corporation issued an aggregate of 149,250
shares of common stock to the holders of stock warrants (the Warrants) upon
the exercise of such Warrants in private offerings pursuant to Section 4(2) of the
Securities Act of 1933, as amended (the Securities Act), which amount
includes 62,482 shares of common stock issued in connection with the exercise of Warrants
during the quarter which did not settle until after the close of the quarter. Each of the
holders of the Warrants was an executive officer of the Corporation and an accredited
investor under Rule 501 of the Securities Act. The shares that were acquired upon
exercise of the Warrants were immediately publicly resold by the holders of the Warrants.
The Corporation has registered the resale of such shares under the Securities Act. The
Warrants were exercisable for an equal number of shares of common stock at an exercise
price of $33.00 per share. The exercise of 149,250 Warrants during the three months ended
March 31, 2004, together with the prior exercise of 443,226 Warrants (also issued to
executive officers in similar private offerings pursuant to Section 4(2) of the
Securities Act) and the lapse of 50,000 Warrants during the year ended December 31, 2003,
constitute all of the Corporations Warrants issued and remaining outstanding during
such periods, and as of March 31, 2004, none of the Corporations Warrants remained
outstanding.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | COMMON
UNITS
| | ------------

| | During
the three months ended March 31, 2004, the Corporation issued 6,000 shares of common
stock to holders of common units in the Operating Partnership upon the redemption of such
common units in private offerings pursuant to Section 4(2) of the Securities Act. Each of
the holders of the common units was a limited partner of the Operating Partnership and an
accredited investor under Rule 501 of the Securities Act. The common units were converted
into an equal number of shares of common stock. The Corporation has registered the resale
of such shares under the Securities Act. During the year ended December 31, 2003, the
Corporation issued 43,590 shares of common stock to common unitholders of the Operating
Partnership under similar circumstances.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(d)              
          Not Applicable.

(e)              
          None.

# 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.

51

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# MACK-CALI REALTY, L.P.

# Part II  Other
Information (continued)

# Item 6.       Exhibits and
Reports on Form 8-K

(a)               Exhibits

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

(b)              
          Reports on Form 8-K

During
the first quarter of 2004, the Operating Partnership filed or furnished the following
reports on Form 8-K:

| | (1) | Report
on Form 8-K dated February 9, 2004 filing under Items 5 and 7 certain
               information relating to the issuance of $100,000,000 of the Operating Partnership's 5.125% Notes Due 2014; and
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (2) | Report
on Form 8-K dated March 22, 2004 filing under Items 5 and 7 certain
               information relating to the issuance of an additional $100,000,000 of
the Operating Partnership's 5.125% Notes Due 2014.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

52

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# MACK-CALI REALTY, L.P.

# Signatures

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

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

|Date:    May 6, 2004 |  | By:   /s/ Mitchell E. Hersh
Mitchell E. HershChief Executive Officer
|-------------------- |  | ----------------------------------------------------------------------------------

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

53

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# Exhibit Index

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

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

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

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

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

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

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

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

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

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

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

54

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

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

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

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

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

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

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

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

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

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

|4.12 |  | Supplemental
 Indenture  No. 9 dated as of March 22,  2004,  by and between  Mack-Cali  Realty,  L.P.,
 as                            issuer,  and  Wilmington  Trust  Company,  as  trustee
 (filed  as  Exhibit  4.2  to the      Operating Partnership's Form 8-K dated
March 22, 2004 and incorporated herein by reference).
|---- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

55

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|Exhibit Number4.13 |  | Exhibit TitleDeposit
 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).
|----- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

56

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

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

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

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

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

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

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

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

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

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

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

57

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

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

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

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

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

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

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

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

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

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

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

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

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

58

---

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

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

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

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

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

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

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

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

|10.45 |  | 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  Corporation's  Form 10-Q  dated  June
30,  2002 and  incorporated                            herein by reference).
|----- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

59

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|Exhibit Number         10.47 |  | Exhibit TitleDeferred
 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).
|---------------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.48 |  | Form
of  Indemnification  Agreement  dated  October 22,  2002 by and  between  Mack-Cali
                           Realty  Corporation and each of William L. Mack, John J. Cali,
 Mitchell E. Hersh, Earle                            I. Mack,  John R. Cali,  Brendan T.
Byrne,  Martin D. Gruss,  Nathan  Gantcher,  Vincent                            Tese,
 Roy J.  Zuckerberg,  Alan G.  Philibosian,  Irvin D.  Reid,  Robert F.  Weinberg,
                           Timothy M. Jones, Barry Lefkowitz,  Roger W. Thomas, Michael
A. Grossman,  James Clabby,                            Anthony Krug,  Dean  Cingolani,
 Anthony  DeCaro Jr., Mark Durno,  William  Fitzpatrick,                            John
Kropke,  Nicholas Mitarotonda,  Jr., Michael Nevins,  Virginia Sobol, Albert Spring
                           and Daniel  Wagner  (filed as Exhibit  10.28 to the  Operating
 Partnership's  Form 10-Q                            dated September 30, 2002 and
incorporated herein by reference).
|----- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.49 |  | Indemnification
 Agreement  dated  October  22,  2002 by and  between  Mack-Cali  Realty
                           Corporation  and John Crandall  (filed as Exhibit  10.29 to
the Operating  Partnership's                            Form 10-Q dated September 30,
2002 and incorporated herein by reference).
|----- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.50 |  | 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.)
|----- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.51 |  | Limited
 Partnership  Agreement of Meadowlands  Mills/Mack-Cali  Limited  Partnership by
                           and between Meadowlands Mills Limited Partnership,  Mack-Cali
Meadowlands  Entertainment                            L.L.C.  and  Mack-Cali  Meadowlands
 Special  L.L.C.  dated  November 25, 2003 (filed as                            Exhibit
 10.1 to the  Corporation's  Form 8-K dated  December  3, 2003 and  incorporated
                           herein by reference).
|----- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.52 |  | Redevelopment
 Agreement by and between the New Jersey Sports and  Exposition  Authority
                           and Meadowlands  Mills/Mack-Cali  Limited  Partnership  dated
December 3, 2003 (filed as                            Exhibit  10.2 to the  Corporation's
 Form 8-K dated  December  3, 2003 and  incorporated                            herein by
reference).
|----- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|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.
|----- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

*filed herewith

60

---