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UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

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FORM 10-Q

|(Mark One)                                        |                                                                                         
|------------------------------------------------- | ----------------------------------------------------------------------------------------
|ý                                                 | QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934       
|For the quarterly period ended September 30, 2002
|OR                                               
|o                                                 | 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

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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 or 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)    

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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 such shorter period that the Registrant was required to file such
report)Yes ý    No o and (2) has been subject to such filing requirements for
the past ninety (90) days Yes ý    No o

.

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MACK-CALI REALTY, L.P.    FORM 10-Q    INDEX

|                                                |  |                |  |                                                                                                              |  | Page 
|----------------------------------------------- |  | -------------- |  | ------------------------------------------------------------------------------------------------------------ |  | -----
|Part I        Financial Information             |  |               
|                                                |  | Item 1.        |  | Financial Statements:                                                                                        |  |      
|                                                |  |                |  | Consolidated Balance Sheets as of September 30, 2002 and December 31, 2001                                   |  | 4    
|                                                |  |                |  | Consolidated Statements of Operations for the three and nine month periods ended September 30, 2002 and 2001 |  | 5    
|                                                |  |                |  | Consolidated Statement of Changes in Partners' Capital for the nine months ended September 30, 2002          |  | 6    
|                                                |  |                |  | Consolidated Statements of Cash Flows for the nine months ended September 30, 2002 and 2001                  |  | 7    
|                                                |  |                |  | Notes to Consolidated Financial Statements                                                                   |  | 8-33 
|                                                |  | Item 2.        |  | Management's Discussion and Analysis of Financial Condition and Results of Operations                        |  | 34-47
|                                                |  | Item 3.        |  | Quantitative and Qualitative Disclosures about Market Risk                                                   |  | 48   
|                                                |  | Item 4.        |  | Controls and Procedures                                                                                      |  | 49   
|Part II        Other Information and Signatures |  |               
|                                                |  | Item 1.        |  | Legal Proceedings                                                                                            |  | 50   
|                                                |  | Item 2.        |  | Changes in Securities and Use of Proceeds                                                                    |  | 50   
|                                                |  | Item 3.        |  | Defaults Upon Senior Securities                                                                              |  | 50   
|                                                |  | Item 4.        |  | Submission of Matters to a Vote of Security Holders                                                          |  | 50   
|                                                |  | Item 5.        |  | Other Information                                                                                            |  | 50   
|                                                |  | Item 6.        |  | Exhibits and Reports on Form 8-K                                                                             |  | 51-54
|                                                |  | Signatures     |  | 55                                                                                                          
|                                                |  | Certifications |  | 56-57                                                                                                       

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, 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, 2001.

The
results of operations for the three and nine month periods ended September 30, 2002 are not necessarily indicative of the results to be expected for the entire fiscal year or
any other period.

3

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

|                                                                             |                                                                     | September 30,
2002                |           | December 31,
2001 |          
|---------------------------------------------------------------------------- | ------------------------------------------------------------------- | --------------------------------- | --------- | ----------------- | ---------
|
|ASSETS                                                                       |                                                                     |                                   |           |                  
|Rental property                                                              |                                                                     |                                   |           |                   |          
|                                                                             | Land and leasehold interests                                        |                                   | $         | 521,439           |          
|                                                                             | Buildings and improvements                                          |                                   |           | 3,040,046         |          
|                                                                             | Tenant improvements                                                 |                                   |           | 157,380           |          
|                                                                             | Furniture, fixtures and equipment                                   |                                   |           | 7,400             |          
|                                                                             |                                                                     |                                   |           |                   |          
|                                                                             |                                                                     |                                   | 3,726,265 |                   |          
|                                                                             | Lessaccumulated depreciation and amortization                      |                                   |           | (420,939          | )        
|                                                                             |                                                                     |                                   |           |                   |          
|                                                                             |                                                                     |                                   | 3,305,326 |                   |          
|                                                                             | Rental property held for sale, net                                  |                                   |           | 41,239            |          
|                                                                             |                                                                     |                                   |           |                   |          
|                                                                             |                                                                     | Net investment in rental property |           |                   | 3,346,565
|Cash and cash equivalents                                                    |                                                                     |                                   | 76,819    |                   |          
|Investments in unconsolidated joint ventures                                 |                                                                     |                                   | 188,264   |                   |          
|Unbilled rents receivable, net                                               |                                                                     |                                   | 61,609    |                   |          
|Deferred charges and other assets, net                                       |                                                                     |                                   | 126,829   |                   |          
|Restricted cash                                                              |                                                                     |                                   | 7,429     |                   |          
|Accounts receivable, net of allowance for doubtful accounts of $539 and $752 |                                                                     |                                   | 4,815     |                   |          
|                                                                             |                                                                     |                                   |           |                   |          
|Total assets                                                                 |                                                                     | $                                 | 3,812,330 |                   | $        
|                                                                             |                                                                     |                                   |           |                   |          
|LIABILITIES AND PARTNERS' CAPITAL                                            |                                                                     |                                   |           |                  
|                                                                             |                                                                     |                                   |           |                   |          
|Senior unsecured notes                                                       |                                                                     | $                                 | 1,097,209 |                   | $        
|Revolving credit facilities                                                  |                                                                     |                                   | 119,000   |                   |          
|Mortgages and loans payable                                                  |                                                                     |                                   | 541,026   |                   |          
|Distributions payable                                                        |                                                                     |                                   | 45,181    |                   |          
|Accounts payable and accrued expenses                                        |                                                                     |                                   | 62,499    |                   |          
|Rents received in advance and security deposits                              |                                                                     |                                   | 39,062    |                   |          
|Accrued interest payable                                                     |                                                                     |                                   | 8,805     |                   |          
|                                                                             |                                                                     |                                   |           |                   |          
|                                                                             |                                                                     | Total liabilities                 |           |                   | 1,912,782
|                                                                             |                                                                     |                                   |           |                   |          
|Commitments and contingencies                                                |                                                                     |                                   |           |                   |          
|Partners' Capital:                                                           |                                                                     |                                   |           |                   |          
|                                                                             | Preferred units 215,894 and 220,340 units outstanding               |                                   |           | 221,445           |          
|                                                                             | General partner, 57,669,818 and 56,712,270 common units outstanding |                                   |           | 1,463,300         |          
|                                                                             | Accumulated other comprehensive loss                                |                                   |           | (2,174            | )        
|                                                                             | Limited partners, 7,814,806 and 7,954,775 common units outstanding  |                                   |           | 208,453           |          
|                                                                             | Unit warrants, 2,000,000 and 2,000,000 outstanding                  |                                   |           | 8,524             |          
|                                                                             |                                                                     |                                   |           |                   |          
|                                                                             |                                                                     | Total partners' capital           |           | $                 | 1,899,548
|                                                                             |                                                                     |                                   |           |                   |          
|Total liabilities and partners' capital                                      |                                                                     | $                                 | 3,812,330 |                   | $        
|                                                                             |                                                                     |                                   |           |                   |          

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

4

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

|                                                                                              |                | Three Months Ended
September 30, |         | Nine Months Ended
September 30, |  
|--------------------------------------------------------------------------------------------- | -------------- | -------------------------------- | ------- | ------------------------------- | -
|
|REVENUES                                                                                      |                |                                  |         |                                 |  
|Base rents                                                                                    |                | $                                | 120,069 |                                 | $
|Escalations and recoveries from tenants                                                       |                |                                  | 15,152  |                                 |  
|Parking and other                                                                             |                |                                  | 7,445   |                                 |  
|Interest income                                                                               |                |                                  | 742     |                                 |  
|                                                                                              |                |                                  |         |                                 |  
|                                                                                              | Total revenues |                                  |         | 143,408                         |  
|                                                                                              |                |                                  |         |                                 |  
|EXPENSES                                                                                      |                |                                  |         |                                 |  
|Real estate taxes                                                                             |                |                                  | 15,161  |                                 |  
|Utilities                                                                                     |                |                                  | 10,090  |                                 |  
|Operating services                                                                            |                |                                  | 16,743  |                                 |  
|General and administrative                                                                    |                |                                  | 5,525   |                                 |  
|Depreciation and amortization                                                                 |                |                                  | 29,300  |                                 |  
|Interest expense                                                                              |                |                                  | 26,429  |                                 |  
|                                                                                              |                |                                  |         |                                 |  
|                                                                                              | Total expenses |                                  |         | 103,248                         |  
|                                                                                              |                |                                  |         |                                 |  
|Equity in earnings of unconsolidated joint ventures                                           |                |                                  | 2,205   |                                 |  
|                                                                                              |                |                                  |         |                                 |  
|Income before realized gains (losses) and unrealized losses on disposition of rental property |                |                                  | 42,365  |                                 |  
|Realized gains (losses) and unrealized losses on disposition of rental property, net          |                |                                  | 456     |                                 |  
|                                                                                              |                |                                  |         |                                 |  
|Net income                                                                                    |                |                                  | 42,821  |                                 |  
|Preferred unit distributions                                                                  |                |                                  | (3,925  | )                               |  
|                                                                                              |                |                                  |         |                                 |  
|Net income available to common unitholders                                                    |                | $                                | 38,896  |                                 | $
|                                                                                              |                |                                  |         |                                 |  
|Basic earnings per unit                                                                       |                | $                                | 0.60    |                                 | $
|Diluted earnings per unit                                                                     |                | $                                | 0.59    |                                 | $
|Distributions declared per common unit                                                        |                | $                                | 0.63    |                                 | $
|                                                                                              |                |                                  |         |                                 |  
|Basic weighted average units outstanding                                                      |                |                                  | 65,372  |                                 |  
|Diluted weighted average units outstanding                                                    |                |                                  | 65,656  |                                 |  
|                                                                                              |                |                                  |         |                                 |  

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  (in thousands)  (unaudited)

|                                                               |               | Preferred
Units |   | General
Partner
Units |   | Limited
Partner
Units |   | Preferred
Unitholders |         | General
Partner |   | Accumulated
Other
Comprehensive
Loss |          | Limited
Partners |        | Unit
Warrants |   | Total   |        
|-------------------------------------------------------------- | ------------- | --------------- | - | --------------------- | - | --------------------- | - | --------------------- | ------- | --------------- | - | ------------------------------------ | -------- | ---------------- | ------ | ------------- | - | ------- | -------
|Balance at January 1, 2002                                     |               | 220             |   | 56,712                |   | 7,955                 |   | $                     | 226,005 |                 | $ | 1,432,588                            |          |                  |       |               | $ | 211,715 |        
|                                                               | Net income    |                 |  |                       |  |                       |  |                       |         | 11,731          |   |                                      | 109,886  |                  |        |              |   |         | 15,202 
|                                                               | Distributions |                 |  |                       |  |                       |  |                       |         | (11,731         | ) |                                      | (107,563 | )                |        |              |   |         | (14,725
|Redemption of Preferred Units for limited partner units        |               | (4              | ) |                      |   | 128                   |   |                       | (4,560  | )               |   |                                     |          |                  |       |               |   | 4,560   |        
|Redemption of limited partner units for shares of common stock |               |                |   | 269                   |   | (269                  | ) |                       |        |                 |   | 8,299                                |          |                  |       |               |   | (8,299  | )      
|Contributionsproceeds from stock options exercised            |               |                |   | 641                   |   |                      |   |                       |        |                 |   | 16,866                               |          |                  |       |               |   |        |        
|Contributionsproceeds from Stock Warrants exercised           |               |                |   | 107                   |   |                      |   |                       |        |                 |   | 3,547                                |          |                  |       |               |   |        |        
|Other comprehensive loss on interest rate hedge                |               |                |   |                      |   |                      |   |                       |        |                 |   |                                     |          | $                | (2,174 | )             |   |        |        
|Deferred compensation plan for directors                       |               |                |   |                      |   |                      |   |                       |        |                 |   | 125                                  |          |                  |       |               |   |        |        
|Amortization of stock compensation                             |               |                |   |                      |   |                      |   |                       |        |                 |   | 1,376                                |          |                  |       |               |   |        |        
|Repurchase of general partner units                            |               |                |   | (59                   | ) |                      |   |                       |        |                 |   | (1,824                               | )        |                  |       |               |   |        |        
|                                                               |               |                 |   |                       |   |                       |   |                       |         |                 |   |                                      |          |                  |        |               |   |         |        
|Balance at September 30, 2002                                  |               | 216             |   | 57,670                |   | 7,814                 |   | $                     | 221,445 |                 | $ | 1,463,300                            |          | $                | (2,174 | )             | $ | 208,453 |        
|                                                               |               |                 |   |                       |   |                       |   |                       |         |                 |   |                                      |          |                  |        |               |   |         |        

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

6

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

|                                                                                  |                                                                                      | Nine Months Ended
September 30, |         
|--------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------ | ------------------------------- | --------
|
|CASH FLOWS FROM OPERATING ACTIVITIES                                              |                                                                                      |                                 |         
|Net income                                                                        |                                                                                      | $                               | 136,819 
|Adjustments to reconcile net income to net cash provided by operating activities: |                                                                                      |                                 |         
|                                                                                  | Depreciation and amortization                                                        |                                 |         
|                                                                                  | Amortization of stock compensation                                                   |                                 |         
|                                                                                  | Amortization of deferred financing costs and debt discount                           |                                 |         
|                                                                                  | Equity in earnings of unconsolidated joint ventures                                  |                                 |         
|                                                                                  | Realized (gains) losses and unrealized losses on disposition of rental property, net |                                 |         
|Changes in operating assets and liabilities:                                      |                                                                                      |                                 |         
|                                                                                  | Increase in unbilled rents receivable, net                                           |                                 |         
|                                                                                  | (Increase) decrease in deferred charges and other assets, net                        |                                 |         
|                                                                                  | Decrease in accounts receivable, net                                                 |                                 |         
|                                                                                  | (Decrease) increase in accounts payable and accrued expenses                         |                                 |         
|                                                                                  | 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                                                      |                                                                                      | $                               | (127,546
|Repayment of notes receivable                                                     |                                                                                      |                                 | 3,813   
|Investments in unconsolidated joint ventures                                      |                                                                                      |                                 | (51,587 
|Distributions from unconsolidated joint ventures                                  |                                                                                      |                                 | 20,086  
|Proceeds from sales of rental property                                            |                                                                                      |                                 | 115,460 
|Decrease (increase) in restricted cash                                            |                                                                                      |                                 | 485     
|                                                                                  |                                                                                      |                                 |         
|                                                                                  | Net cash used in investing activities                                                |                                 | $       
|                                                                                  |                                                                                      |                                 |         
|CASH FLOWS FROM FINANCING ACTIVITIES                                              |                                                                                      |                                 |         
|Proceeds from senior unsecured notes                                              |                                                                                      |                                 |        
|Proceeds from revolving credit facilities                                         |                                                                                      | $                               | 428,775 
|Repayments of revolving credit facilities                                         |                                                                                      |                                 | (369,275
|Proceeds from mortgages and loans payable                                         |                                                                                      |                                 |        
|Repayments of mortgages and loans payable                                         |                                                                                      |                                 | (2,593  
|Repurchase of general partner units                                               |                                                                                      |                                 | (1,824  
|Payment of financing costs                                                        |                                                                                      |                                 | (4,986  
|Proceeds from stock options exercised                                             |                                                                                      |                                 | 16,866  
|Proceeds from Stock Warrants exercised                                            |                                                                                      |                                 | 3,547   
|Payment of distributions                                                          |                                                                                      |                                 | (132,908
|                                                                                  |                                                                                      |                                 |         
|                                                                                  | Net cash used in financing activities                                                |                                 | $       
|                                                                                  |                                                                                      |                                 |         
|Net increase in cash and cash equivalents                                         |                                                                                      | $                               | 63,984  
|Cash and cash equivalents, beginning of period                                    |                                                                                      | $                               | 12,835  
|                                                                                  |                                                                                      |                                 |         
|Cash and cash equivalents, end of period                                          |                                                                                      | $                               | 76,819  
|                                                                                  |                                                                                      |                                 |         

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

7

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

1.    ORGANIZATION AND BASIS OF PRESENTATION

ORGANIZATION

Mack-Cali Realty, L.P., a Delaware limited partnership, together with its subsidiaries (the "Operating Partnership"), was formed on May 31,
1994 to conduct the business of leasing, management, acquisition, development, construction and tenant-related services for its sole general partner, Mack-Cali Realty Corporation and its
subsidiaries (the "Corporation" or "General Partner"). The Operating Partnership, through its operating divisions and subsidiaries, including the Mack-Cali property-owning partnerships and
limited liability companies (collectively, the "Property Partnerships"), as described below, is the entity through which all of the General Partner's operations are conducted. The Property
Partnerships, which are not legal entities, consist of partnerships and limited liability companies which are engaged in the ownership and operation of the Properties (as hereinafter defined) of the
Operating Partnership.

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 88.1 percent and 87.7 percent common unit interest in the Operating Partnership as of September 30, 2002 and
December 31, 2001, respectively.

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

As
of September 30, 2002, the Operating Partnership owned or had interests in 262 properties plus developable land (collectively, the "Properties"). The Properties aggregate
approximately 29.0 million square feet, which are comprised of 153 office buildings and 96 office/flex buildings, totaling approximately 28.5 million square feet (which include six
office buildings and one office/flex building aggregating 2.1 million square feet, owned by unconsolidated joint ventures in which the Operating Partnership has investment interests), six
industrial/warehouse buildings totaling approximately 387,400 square feet, three stand-alone retail properties totaling approximately 118,040 square feet (which includes one retail property totaling
approximately 100,740 square feet, owned by an unconsolidated joint venture in which the Operating Partnership has an investment interest), one hotel (which is owned by unconsolidated joint venture in
which the Operating Partnership has an investment interest) and three land leases. The Properties are located in nine states, primarily in the Northeast, plus the District of Columbia.

BASIS OF PRESENTATION

The accompanying consolidated financial statements include all accounts of the Operating Partnership and its controlled subsidiaries, including the Property
Partnerships. See Investments in Unconsolidated Joint Ventures in Note 2 for the Operating Partnership's treatment of unconsolidated joint venture interests. All significant intercompany
accounts and transactions have been eliminated.

The
preparation of financial statements in conformity with generally accepted accounting principles ("GAAP") requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial

8

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statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

2.    SIGNIFICANT ACCOUNTING POLICIES

Rental Property

Rental properties are stated at cost less accumulated depreciation and amortization. Costs directly related to the acquisition, development and construction of
rental properties are capitalized. Capitalized development and construction costs include pre-construction costs essential to the development of the property, development and construction
costs, interest, property taxes, insurance, salaries and other project costs incurred during the period of development. Included in total rental property is construction and development
in-progress of $189,702 and $210,463 (including land of $48,804 and $54,169) as of September 30, 2002 and December 31, 2001, 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.

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 termBuildings and improvements

5 to 40 yearsTenant improvements

The shorter of the term of the related lease or useful lifeFurniture, fixtures and equipment

5 to 10 years


On
a periodic basis, management assesses whether there are any indicators that the value of the 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 are 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. Management does not believe that the value of any of the Operating
Partnership's rental properties is impaired.

Rental Property Held for Sale

When assets are identified by management as held for sale, the Operating Partnership discontinues depreciating the assets and estimates the sales price, net of
selling costs, of such assets. If, in management's opinion, the net sales price of the assets which have been identified for sale is less than the net book value of the assets, a valuation allowance
is established. See Note 6.

9

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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. See Note 6.

Effective
January 1, 2002, the Operating Partnership adopted the provisions of Statement of Financial Accounting Standards ("SFAS") No. 144, Accounting for the Impairment
or Disposal of Long-Lived Assets, which supercedes SFAS No. 121. SFAS No. 144 requires that long-lived assets that are to be disposed of by sale be measured at
the lower of book value or fair value less cost to sell. SFAS No. 144 retains the requirements of SFAS No. 121 regarding impairment loss recognition and measurement. In addition, it
requires that one accounting model be used for long-lived assets to be disposed of by sale and broadens the presentation of discontinued operations to include more disposal transactions.
As the statement requires implementation on a prospective basis, properties which were identified as held for sale by the Operating Partnership prior to January 1, 2002 are presented in the
accompanying financial statements in a manner consistent with the prior year's presentation. As there were no additional properties identified as held for sale in the nine months ended
September 30, 2002, the Operating Partnership did not report any discontinued operations for the periods presented.

Investments in Unconsolidated Joint Ventures

The Operating Partnership accounts for its investments in unconsolidated joint ventures under the equity method of accounting as the Operating Partnership
exercises significant influence, but does not control these entities. These investments are recorded initially at cost, as Investments in Unconsolidated Joint Ventures, and subsequently adjusted for
equity in earnings and cash contributions and distributions. See Note 4.

Cash and Cash Equivalents

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

Deferred Financing 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 $1,176 and $1,180 for the three months ended September 30, 2002 and 2001, respectively,
and $3,529 and $3,462 for the nine months ended September 30, 2002 and 2001, 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 $908 and $899 for the three months ended
September 30, 2002 and 2001, respectively, and $2,604 and $2,501 for the nine months ended September 30, 2002 and 2001, respectively.

10

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Restricted Cash

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

Derivative Instruments

The Operating Partnership measures its 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 changes in fair value of the
derivative are reported in other comprehensive income ("OCI") and are subsequently reclassified into earnings when the hedged item affects earnings. Changes in fair value of derivative instruments not
designated as hedging and ineffective portions of hedges are recognized in earnings in the affected period. See Note 9Interest Rate Hedge.

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. 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.

Reimbursements
are received from tenants for certain costs as provided in the lease agreements. These costs generally include real estate taxes, utilities, insurance, common area
maintenance and other recoverable costs. See Note 12.

Income and Other Taxes

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

Earnings Per Unit

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

Distributions Payable

The distributions payable at September 30, 2002 represents distributions payable to common unitholders of record as of October 3, 2002 (65,485,024
common units) and preferred distributions payable to preferred unitholders (215,894 preferred units) for the third quarter 2002. The third quarter 2002 common unit distributions of $0.63 per common
unit, as well as the third quarter preferred unit

11

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distribution of $18.1818 per preferred unit, were approved by the Board of Directors on September 25, 2002 and paid on October 21, 2002.

The
distributions payable at December 31, 2001 represents distributions payable to common unitholders of record as of January 4, 2002 (64,720,615 common units) and
preferred distributions payable to preferred unitholders (220,340 preferred units) for the fourth quarter 2001. The fourth quarter 2001 common unit distributions of $0.62 per common unit, as well as
the fourth quarter preferred unit distribution of $17.8932 per preferred unit, were approved by the Board of Directors on December 18, 2001 and paid on January 22, 2002.

Stock Options

The Operating Partnership accounts for stock-based compensation using the intrinsic value method prescribed in Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees," and related Interpretations ("APB No. 25"). Under APB No. 25, compensation cost is measured as the excess, if any, of the quoted market price
of the Corporation's stock at the date of grant over the exercise price of the option granted. Compensation cost for stock options, if any, is recognized ratably over the vesting period. The
Corporation's policy is to grant options with an exercise price equal to the quoted closing market price of the Corporation's stock on the business day preceding the grant date. Accordingly, no
compensation cost has been recognized under the Corporation's stock option plans for the granting of stock options. See Note 10.

Reclassifications

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

3. REAL ESTATE PROPERTY TRANSACTIONS

Property Acquisitions

The Operating Partnership acquired the following properties during the nine months ended September 30, 2002:

|Acquisition Date                    |  | Property/Portfolio Name |  | Location                          |  | # of
Bldgs. |        | Rentable
Square Feet |  | Investment by
Operating
Partnership
|----------------------------------- |  | ----------------------- |  | --------------------------------- |  | ----------- | ------ | -------------------- |  | -----------------------------------
|Office:                             |  |                         |  |                                   |  |             |        |                      |  |                                    
|08/09/02                            |  | 25 Commerce Drive       |  | Cranford, Union County, NJ        |  | 1           |        | 67,749               |  | $                                  
|08/09/02                            |  | 3 Skyline Drive (a)     |  | Hawthorne, Westchester County, NY |  | 1           |        | 75,668               |  |                                    
|                                    |  |                         |  |                                   |  |             |        |                      |  |                                    
|Total Office Property Acquisitions: |  | 2                       |  | 143,417                           |  | $           | 17,127
|                                    |  |                         |  |                                   |  |             |        |                      |  |                                    

---

On November 1, 2002, the Operating Partnership acquired 1633 Littleton Road, a 57,722 square-foot office building located in
Parsippany, Morris County, New Jersey for approximately $11,350.

12

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Land Acquisitions

On June 12, 2002, the Operating Partnership acquired three land parcels located in Hawthorne and Yonkers, Westchester County, New York in one transaction
for a total cost of approximately $2,600. The land was acquired from an entity whose principals include Timothy M. Jones, Robert F. Weinberg and Martin S. Berger, each of whom are affiliated with the
Operating Partnership as the President of the Corporation, a current member of the Board of Directors and a former member of the Board of Directors of the Corporation, respectively. In connection with
the Operating Partnership's acquisition of 65 Class A properties from The Robert Martin Company ("Robert Martin") in January 1997, as subsequently modified, the Corporation granted
Robert Martin the right to designate one seat on the Corporation's Board of Directors ("RM Board Seat"). Robert Martin designated Martin S. Berger and Robert F. Weinberg to jointly share the RM Board
Seat, as follows: Mr. Weinberg served as a member of the Board of Directors of the Corporation from 1997 until December 1, 1998, at which time Mr. Weinberg resigned and
Mr. Berger was appointed to serve in such capacity. Mr. Berger served as a member of the Board of Directors of the Corporation from December 1, 1998 until March 6, 2001, at
which time Mr. Berger resigned and Mr. Weinberg was appointed to serve in such capacity until the Corporation's 2003 annual meeting of stockholders. If the Corporation elects to nominate
for re-election to its Board of Directors a designee of Robert Martin at the Corporation's 2003 annual meeting of stockholders, then Mr. Berger and Mr. Weinberg have agreed
that Mr. Berger will be so nominated and the seat will be rotated among Mr. Berger and Mr. Weinberg every 12 months commencing on the 12 month anniversary of the
2003 annual meeting of stockholders. Upon the death of Mr. Berger or Mr. Weinberg, the surviving person shall solely fill the remainder of the term of the RM Board Seat.

Properties Commencing Initial Operations

The following properties commenced their initial operations during the nine months ended September 30, 2002:

|Date                                            |  | Property Name            |  | Location                         |  | # of
Bldgs. |         | Rentable
Square Feet |  | Investment by
Operating
Partnership
(as of 9/30/02) |        
|----------------------------------------------- |  | ------------------------ |  | -------------------------------- |  | ----------- | ------- | -------------------- |  | --------------------------------------------------- | -------
|Office:                                         |  |                          |  |                                  |  |             |         |                      |  |                                                     |        
|09/03/02                                        |  | Harborside Plaza 5       |  | Jersey City, Hudson County, NJ   |  | 1           |         | 980,000              |  | $                                                   | 187,221
|Office/Flex:                                    |  |                          |  |                                  |  |             |         |                      |  |                                                    
|04/01/02                                        |  | 125 Clearbrook Road      |  | Elmsford, Westchester County, NY |  | 1           |         | 33,000               |  |                                                     | 4,978  
|Unconsolidated Joint Venture:                   |  |                          |  |                                  |  |             |         |                      |  |                                                    
|07/10/02                                        |  | Hyatt Regency South Pier |  | Jersey City, Hudson County, NJ   |  | 1           |         | 350 rooms            |  |                                                     | 15,085 
|09/17/02                                        |  | Harborside Plaza 10      |  | Jersey City, Hudson County, NJ   |  | 1           |         | 575,000              |  |                                                     | 113,685
|                                                |  |                          |  |                                  |  |             |         |                      |  |                                                     |        
|Total Properties Commencing Initial Operations: |  | 4                        |  | 1,588,000                        |  | $           | 320,969 |                     
|                                                |  |                          |  |                                  |  |             |         |                      |  |                                                     |        

---

13

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Property Sales

The Operating Partnership sold the following properties during the nine months ended September 30, 2002:

|Sale
Date             |  | Property/Portfolio Name    |  | Location                             |  | # of
Bldgs. |         | Sq. Ft.   |   | Net Sales
Proceeds |        | Net Book
Value |       | Realized
Gain
(Loss) | 
|--------------------- |  | -------------------------- |  | ------------------------------------ |  | ----------- | ------- | --------- | - | ------------------ | ------ | -------------- | ----- | -------------------- | 
|Office:               |  |                            |  |                                      |  |             |         |           |   |                    |        |                |       |                      | 
|05/13/02              |  | Dallas Portfolio (a)       |  | Metro Dallas, TX                     |  | 4           |         | 488,789   |   | $                  | 33,115 |                | $     | 34,760               | 
|05/29/02              |  | 750 South Richfield Street |  | Aurora, Arapahoe County, CO          |  | 1           |         | 108,240   |   |                    | 20,631 |                |       | 21,291               | 
|06/06/02              |  | Houston Portfolio (b)      |  | Houston, Harris County, TX           |  | 3           |         | 413,107   |   |                    | 25,482 |                |       | 24,393               | 
|07/15/02              |  | 501 Kennedy Boulevard      |  | Tampa, Hillsborough County, FL       |  | 1           |         | 297,429   |   |                    | 22,915 |                |       | 22,459               | 
|Residential:          |  |                            |  |                                      |  |             |         |           |   |                    |        |                |       |                      | 
|1/30/02               |  | 25 Martine Avenue          |  | White Plains, Westchester County, NY |  | 1           |         | 124 units |   |                    | 17,559 |                |       | 10,461               | 
|Land:                 |  |                            |  |                                      |  |             |         |           |   |                    |        |                |       |                      | 
|04/25/02              |  | Horizon Center Land        |  | Hamilton Township, Mercer County, NJ |  | n/a         |         | 0.8 acres |   |                    | 758    |                |       | 41                   | 
|                      |  |                            |  |                                      |  |             |         |           |   |                    |        |                |       |                      | 
|Total Property Sales: |  | 10                         |  | 1,307,565                            |  | $           | 120,460 |           | $ | 113,405            |        | $              | 7,055 |                     
|                      |  |                            |  |                                      |  |             |         |           |   |                    |        |                |       |                      | 

---

On October 16, 2002, the Operating Partnership sold its remaining three office properties located in Arizona, aggregating 416,967 square
feet, for approximately $43,000 in a single transaction with one buyer, Summit Commercial Properties, Inc., a division of Highridge Partners.

14

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4.    INVESTMENTS IN UNCONSOLIDATED JOINT VENTURES

The debt of the Operating Partnership's unconsolidated joint ventures aggregating $529,391 as of September 30, 2002 are 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.

PRU-BETA 3 (Nine Campus Drive)

On March 27, 1998, the Operating Partnership acquired a 50 percent interest in an existing joint venture with The Prudential Insurance Company of
America ("Prudential"), known as Pru-Beta 3, which owned and operated Nine Campus Drive, a 156,495 square-foot office building, located in the Mack-Cali Business
Campus office complex in Parsippany, Morris County, New Jersey. On November 5, 2001, the Operating Partnership acquired the remaining interest in the property for approximately $15,073. The
property has been consolidated in the Operating Partnership's financial statements subsequent to the acquisition of the remaining interest. The Operating Partnership performed management and leasing
services for the property when it was owned by the joint venture and recognized $37 and $143 in fees for such services for the three and nine months ended September 30, 2001, respectively.

HPMC

On April 23, 1998, the Operating Partnership entered into a joint venture agreement with HCG Development, L.L.C. and Summit Partners I, L.L.C. to form HPMC
Development Partners, L.P. and, on July 21, 1998, entered into a second joint venture, HPMC Development Partners II, L.P. (formerly known as HPMC Lava Ridge Partners, L.P.), with these same
parties. HPMC Development Partners, L.P.'s efforts have 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. Among other things, the partnership agreements provide for a preferred
return on the Operating Partnership's invested capital in each venture, in addition to 50 percent of such venture's profit above the preferred returns, as defined in each agreement.



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



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



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

15

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Pacific Plaza I & II is a two-phase development joint venture project, located in Daly City, San Mateo County, 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 369,682 square feet. Phase II, which is currently under construction, will comprise a three-story retail and theater complex. The theater portion of Phase II commenced initial
operations in June 2002, with certain of the retail space commencing operations in August 2002. The Operating Partnership performs management services for these properties owned by the
joint venture and recognized $91, $213, $7 and $7 in fees for such services in the three and nine months ended September 30, 2002 and 2001, respectively.



Stadium Gateway is a development joint venture project located in Anaheim, Orange County, California between the Operating Partnership, HPMC Development Partners
II, L.P. and a third-party entity. The venture has constructed a six-story, 261,554 square-foot office building, which commenced initial operations in January 2002.

G&G MARTCO (Convention Plaza)

On April 30, 1998, the Operating Partnership acquired a 49.9 percent interest in an existing joint venture, G&G Martco, which owns Convention Plaza,
a 305,618 square-foot office building, located in San Francisco, San Francisco County, California. A portion of the Operating Partnership's initial investment was financed through the
issuance of common units, as well as funds drawn from the Operating Partnership's credit facilities. On June 4, 1999, the Operating Partnership acquired an additional 0.1 percent
interest in G&G Martco through the issuance of common units. The Operating Partnership performs management and leasing services for the property owned by the joint venture and recognized $61, $188,
$62 and $172 in fees for such services for the three and nine months ended September 30, 2002 and 2001, respectively.

AMERICAN FINANCIAL EXCHANGE L.L.C.

On May 20, 1998, the Operating Partnership entered into a joint venture agreement with Columbia Development Company, L.L.C. 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, Hudson County, New Jersey, adjacent to the Operating Partnership's
Harborside Financial Center office complex. The Operating Partnership holds a 50 percent interest in the joint venture. 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 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 575,000 square-foot office building, on certain of the
land owned by the venture. Plaza 10 is 100 percent pre-leased to Charles Schwab & Co. Inc. ("Schwab") for a 15-year term. The lease agreement obligates the
venture, among other things, to deliver space to the tenant by required timelines and offers expansion options, at the tenant's election. Such options may obligate 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. Should the venture be unable to or choose not to provide such
expansion space, the venture would be 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, has been guaranteed by the Operating
Partnership. The project, which commenced initial operations in September 2002, is currently projected to cost the Operating

16

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Partnership approximately $145,000, of which $113,685 has been incurred by the Operating Partnership through September 30, 2002. The venture 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, which will commence upon substantial completion of the property, as defined, is for a term of
20 years. The PILOT will be 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.

RAMLAND REALTY ASSOCIATES L.L.C. (One Ramland Road)

On August 20, 1998, the Operating Partnership entered into a joint venture agreement with S.B. New York Realty Corp. to form Ramland Realty Associates
L.L.C. The venture was formed to own, manage and operate One Ramland Road, a 232,000 square-foot office/flex building and adjacent developable land, located in Orangeburg, Rockland County,
New York. In August 1999, the joint venture completed redevelopment of the property and placed the office/flex building in service. The Operating Partnership holds a 50 percent interest
in the joint venture. In 2001, the property's 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 is included in the Operating Partnership's equity in earnings for the nine months ended September 30, 2002. The
Operating Partnership performs management, leasing and other services for the property owned by the joint venture and recognized $4, $53, $25 and $75 in fees for such services for the three and nine
months ended September 30, 2002 and 2001, 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 agreement with Prudential to form Ashford Loop Associates L.P. The venture
was formed to own, manage and operate 1001 South Dairy Ashford, a 130,000 square-foot office building acquired on September 18, 1998, and 2100 West Loop South, a 168,000
square-foot office building acquired on November 25, 1998, both located in Houston, Harris County, Texas. The Operating Partnership holds a 20 percent interest in the joint
venture. The Operating Partnership performed management and leasing services through March 2002 for the properties owned by the joint venture and recognized none, $45, $47 and $140 in fees for
such services for the three and nine months ended September 30, 2002 and 2001, respectively. Under certain circumstances, Prudential has the right to convert its interest in the venture into
common stock of the Corporation at a discount to the stock's fair market value, based on the underlying fair value of Prudential's interest in the venture at the time of conversion.

In
May 2002, the Operating Partnership sent a notice to Prudential electing to exercise its option under the buy-sell provisions of the joint venture agreement.
Subsequently, Prudential sent notice to the Operating Partnership that it was exercising its option to put its interest in the joint venture to the Operating Partnership in exchange for common stock
of the Corporation as described above. Pursuant to the provisions of the joint venture agreement, the Operating Partnership, at its option, can elect to exchange cash in lieu of stock for Prudential's
interest. The Operating Partnership believes its prior exercise of the buy-sell provisions acts to foreclose Prudential's subsequent election to exchange its interest for stock, a position
being disputed by Prudential. The partners are currently in discussions about the relevant provisions of the agreement. However, the ultimate resolution of the dispute is not yet determinable.

17

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ARCAP INVESTORS, L.L.C.

In 1999, the Operating Partnership invested $20,000 in ARCap Investors, L.L.C., a joint venture with several participants, which was formed to invest in
sub-investment grade tranches of commercial mortgage-backed securities ("CMBS"). William L. Mack, Chairman of the Board of Directors of the Corporation, is a principal of an entity that
owns approximately 28 percent of the venture and has nominated a member of its board of directors. At September 30, 2002, the venture held approximately $758,655 of assets, comprised
principally of subordinated CMBS recorded at market value. On October 2, 2002, the Operating Partnership entered into a letter of intent to sell its interest in the venture for approximately
$20,224.

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

The Operating Partnership has an agreement with SJP Properties, which provides for a cooperative effort in seeking approvals to develop up to approximately
1.8 million square feet of office development on certain vacant land owned by the Operating Partnership and SJP Properties, in Hanover and Parsippany, Morris County, New Jersey. The agreement
provides that the parties shall share equally in the costs associated with seeking such requisite approvals. Upon mutual consent, the Operating Partnership and SJP Properties may enter into one or
more joint ventures to construct on the vacant land, or seek to dispose of their respective vacant land parcels subject to the agreement. Pursuant to the agreement with SJP Properties, on
August 24, 2000, the Operating Partnership entered into a joint venture with SJP Properties to form MC-SJP Morris V Realty, LLC and MC-SJP Morris VI Realty, LLC, which
acquired developable land for approximately $16,193. The acquired land is able to accommodate approximately 650,000 square feet of office space and is located in Parsippany, Morris County, New Jersey.
The venture entered into an agreement pertaining to the acquired land and two other land parcels in Parsippany with an insurance company to provide for a guarantee on the funding of the development of
four office properties, aggregating 850,000 square feet. Such agreement provides, if the venture elects to develop, that the insurance company will be admitted to the joint venture and provide all the
equity required to fund the development, subject to certain conditions. In addition, the venture obtained a loan on the acquired land from a bank, which is guaranteed by the insurance company.

SOUTH PIER AT HARBORSIDEHOTEL DEVELOPMENT

On November 17, 1999, the Operating Partnership entered into an agreement with Hyatt Corporation ("Hyatt") to develop a 350-room hotel on the
Operating Partnership's South Pier at Harborside Financial Center, Jersey City, Hudson County, New Jersey, which commenced operations in July 2002. The total cost of the project is estimated to
be approximately $103,000. The venture has obtained a construction loan of $63,700, which each partner, including the Operating Partnership, has severally guaranteed repayment of approximately
$11,148. Additionally, the Operating Partnership has posted an $8,000 letter of credit in support of another loan to the joint venture, $4,000 of which is indemnified by Hyatt. In addition, the
Operating Partnership and Hyatt have guaranteed completion of the hotel project to the joint venture's construction lender. If the joint venture fails to complete the hotel project as required under
the construction loan documents and the construction loan proceeds remaining to be advanced together with the capital contributed by the partners through such date are insufficient to complete the
hotel project, the Operating Partnership and/or Hyatt may be required to provide additional funds sufficient to complete the hotel project.

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 September 30, 2002 and
December 31, 2001:

|                                                                        |                                                  | September 30, 2002
|----------------------------------------------------------------------- | ------------------------------------------------ | ------------------
|
|Assets:                                                                 |                                                  |                   
|                                                                        | Rental property, net                             |                   
|                                                                        | Other assets                                     |                   
|                                                                        |                                                  |                   
|                                                                        | Total assets                                     |                   
|                                                                        |                                                  |                   
|Liabilities and partners'/ members' capital:                            |                                                  |                   
|                                                                        | Mortgages and loans payable                      |                   
|                                                                        | Other liabilities                                |                   
|                                                                        | Partners'/members' capital                       |                   
|                                                                        |                                                  |                   
|                                                                        | Total liabilities and partners'/members' capital |                   
|                                                                        |                                                  |                   
|Operating Partnership's net investment in unconsolidated joint ventures |                                                  | $                 
|                                                                        |                                                  |                   

|                                                                        |                                                  | December 31, 2001
|----------------------------------------------------------------------- | ------------------------------------------------ | -----------------
|
|Assets:                                                                 |                                                  |                  
|                                                                        | Rental property, net                             |                  
|                                                                        | Other assets                                     |                  
|                                                                        |                                                  |                  
|                                                                        | Total assets                                     |                  
|                                                                        |                                                  |                  
|Liabilities and partners'/ members' capital:                            |                                                  |                  
|                                                                        | Mortgages and loans payable                      |                  
|                                                                        | Other liabilities                                |                  
|                                                                        | Partners'/members' capital                       |                  
|                                                                        |                                                  |                  
|                                                                        | Total liabilities and partners'/members' capital |                  
|                                                                        |                                                  |                  
|Operating Partnership's net investment in unconsolidated joint ventures |                                                  | $                
|                                                                        |                                                  |                  

19

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The following is a summary of the results of operations of the unconsolidated joint ventures for the period in which the Operating Partnership had investment interests during the three
months ended September 30, 2002 and 2001:

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

|                                                                                   |  | Three Months Ended September 30, 2001 |      
|---------------------------------------------------------------------------------- |  | ------------------------------------- | -----
|
|Total revenues                                                                     |  | $                                     | 1,211
|Operating and other expenses                                                       |  |                                       | (393 
|Depreciation and amortization                                                      |  |                                       | (290 
|Interest expense                                                                   |  |                                       |     
|                                                                                   |  |                                       |      
|Net income (loss)                                                                  |  | $                                     | 528  
|                                                                                   |  |                                       |      
|Operating Partnership's equity in earnings (loss) of unconsolidated joint ventures |  | $                                     | 225  
|                                                                                   |  |                                       |      

20

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The following is a summary of the results of operations of the unconsolidated joint ventures for the period in which the Operating Partnership had investment interests during the nine
months ended September 30, 2002 and 2001:

|                                                                                   |  | Nine Months Ended September 30, 2002 |   
|---------------------------------------------------------------------------------- |  | ------------------------------------ | --
|
|Total revenues                                                                     |  | $                                    | 18
|Operating and other expenses                                                       |  |                                      | (5
|Depreciation and amortization                                                      |  |                                      |  
|Interest expense                                                                   |  |                                      |  
|                                                                                   |  |                                      |   
|Net income (loss)                                                                  |  | $                                    | 13
|                                                                                   |  |                                      |   
|Operating Partnership's equity in earnings (loss) of unconsolidated joint ventures |  | $                                    |  
|                                                                                   |  |                                      |   

|                                                                                   |  | Nine Months Ended September 30, 2001 |       
|---------------------------------------------------------------------------------- |  | ------------------------------------ | ------
|
|Total revenues                                                                     |  | $                                    | 3,700 
|Operating and other expenses                                                       |  |                                      | (1,175
|Depreciation and amortization                                                      |  |                                      | (883  
|Interest expense                                                                   |  |                                      |      
|                                                                                   |  |                                      |       
|Net income                                                                         |  | $                                    | 1,642 
|                                                                                   |  |                                      |       
|Operating Partnership's equity in earnings (loss) of unconsolidated joint ventures |  | $                                    | 728   
|                                                                                   |  |                                      |       

21

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5.    DEFERRED CHARGES AND OTHER ASSETS

|                                             |  | September 30,
2002 |         | December 31,
2001 |  
|-------------------------------------------- |  | ------------------ | ------- | ----------------- | -
|Deferred leasing costs                       |  | $                  | 117,030 |                   | $
|Deferred financing costs                     |  |                    | 21,942  |                   |  
|                                             |  |                    |         |                   |  
|                                             |  |                    | 138,972 |                   |  
|Accumulated amortization                     |  |                    | (36,311 | )                 |  
|                                             |  |                    |         |                   |  
|Deferred charges, net                        |  |                    | 102,661 |                   |  
|Notes receivable                             |  |                    | 12,257  |                   |  
|Prepaid expenses and other assets            |  |                    | 11,911  |                   |  
|                                             |  |                    |         |                   |  
|Total deferred charges and other assets, net |  | $                  | 126,829 |                   | $
|                                             |  |                    |         |                   |  

6.    RENTAL PROPERTY HELD FOR SALE

PROPERTIES HELD FOR SALE

As of September 30, 2002, the Operating Partnership continued to identify three office properties, which are all located in Arizona and aggregate 416,967
square feet, as held for sale. The properties carried an aggregate book value of $41,239, net of accumulated depreciation of $3,583 and a valuation allowance of $10,555, at September 30, 2002.
On October 16, 2002, the Operating Partnership sold all three of these properties to one buyer for approximately $43,000.

On
September 30, 2002, the Operating Partnership determined that its five remaining properties located in Texas were no longer being held for sale. The Operating Partnership
decided that it would continue to own and operate these properties until market conditions in Texas improve and certain leasing uncertainties at the properties are resolved. The reclassified
properties had an aggregate book value of $56,342, net of accumulated depreciation of $7,089 and a valuation allowance of $1,998, at the date of the subsequent decision not to sell (including
catch-up depreciation and amortization expense of $3,413 for certain properties reflecting expense for the period from the date the properties were originally held for sale through the
date they were no longer held for sale, which was recorded at that date).

On
June 6, 2002, the Operating Partnership determined that 20 of its office properties and a land parcel, which are located in Colorado, aggregating 1.6 million square
feet, were no longer being held for sale. The Operating Partnership decided that it would continue to own and operate these properties until market conditions in Colorado improve. The reclassified
properties had an aggregate book value of $175,550, net of accumulated depreciation of $15,178 and a valuation allowance of $27,049 at the date of the subsequent decision not to sell (including an
unrealized loss of $3,000, and catch-up depreciation and amortization expense of $3,900 for certain properties reflecting expense for the period from the date the properties were
originally held for sale through the date they were no longer held for sale, which was recorded at that date).

As
of December 31, 2001, the Operating Partnership had identified 37 office properties, aggregating approximately 4.3 million square feet, a multi-family residential
property and a land parcel as held for sale. These properties were located in Texas, Colorado, Arizona, Florida and New York. The properties carried an aggregate book value of $384,626, net of
accumulated depreciation of $28,379 and a valuation allowance of $40,464 at December 31, 2001. During the nine months ended September 30, 2002, the Operating Partnership sold ten of
these properties for total net sales proceeds of approximately $119,701.

22

---

The
following is a summary of the condensed results of operations of the rental properties held for sale at September 30, 2002 for the nine months ended September 30, 2002
and 2001:

|                              |  | Nine Months Ended
September 30, |       
|----------------------------- |  | ------------------------------- | ------
|
|Total revenues                |  | $                               | 4,272 
|Operating and other expenses  |  |                                 | (1,462
|Depreciation and amortization |  |                                 |      
|                              |  |                                 |       
|Net income                    |  | $                               | 2,810 
|                              |  |                                 |       

During
the nine months ended September 30, 2002 and 2001, the Operating Partnership determined that the carrying amounts of certain properties identified as held for sale during
those periods were not expected to be recovered from estimated net sale proceeds from these property sales. The Operating Partnership recognized a valuation allowance of none and $26,231 for the three
months ended September 30, 2002 and 2001, respectively, and $4,341 and $46,794 for the nine months ended September 30, 2002, and 2001, respectively.

REALIZED GAINS (LOSSES) AND UNREALIZED LOSSES, NET

The following table summarizes realized gains (losses) and unrealized losses on disposition of rental property, net, for the three and nine month periods ended
September 30, 2002 and 2001:

|                                                        |  | Three Months Ended
September 30, |     | Nine Months Ended
September 30, |  
|------------------------------------------------------- |  | -------------------------------- | --- | ------------------------------- | -
|
|Realized gains (losses) on sale of rental property, net |  | $                                | 456 |                                 | $
|Valuation allowance on rental property held for sale    |  |                                  |    |                                 |  
|                                                        |  |                                  |     |                                 |  
|Realized gains (losses) and unrealized losses, net      |  | $                                | 456 |                                 | $
|                                                        |  |                                  |     |                                 |  

7.    SENIOR UNSECURED NOTES

A summary of the Operating Partnership's senior unsecured notes as of September 30, 2002 and December 31, 2001 is as follows:

|                                                     |  | September 30,
2002 |           | December 31,
2001 |   | Effective
Rate (1) | 
|---------------------------------------------------- |  | ------------------ | --------- | ----------------- | - | ------------------ | 
|7.180% Senior Unsecured Notes, due December 31, 2003 |  | $                  | 185,283   |                   | $ | 185,283            | 
|7.000% Senior Unsecured Notes, due March 15, 2004    |  |                    | 299,884   |                   |   | 299,824            | 
|7.250% Senior Unsecured Notes, due March 15, 2009    |  |                    | 298,483   |                   |   | 298,307            | 
|7.835% Senior Unsecured Notes, due December 15, 2010 |  |                    | 15,000    |                   |   | 15,000             | 
|7.750% Senior Unsecured Notes, due February 15, 2011 |  |                    | 298,559   |                   |   | 298,429            | 
|                                                     |  |                    |           |                   |   |                    | 
|Total Senior Unsecured Notes                         |  | $                  | 1,097,209 |                   | $ | 1,096,843          | 
|                                                     |  |                    |           |                   |   |                    | 

---

23

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8.    REVOLVING CREDIT FACILITY

On September 27, 2002, the Operating Partnership obtained an unsecured revolving credit facility ("2002 Unsecured Facility") with a current borrowing
capacity of $600,000 from a group of 14 lenders. The interest rate on outstanding borrowings under the credit line is currently the London Inter-Bank Offered Rate ("LIBOR")
(1.81 percent at September 30, 2002) plus 70 basis points. The Operating Partnership may instead elect an interest rate representing the higher of the lender's prime rate or the Federal
Funds rate plus 50 basis points. The 2002 Unsecured Facility also requires a 20 basis point facility fee on the current borrowing capacity payable quarterly in arrears. The 2002 Unsecured Facility
matures in September 2005, with an extension option of one year, which would require a payment of 25 basis points of the then borrowing capacity of the credit line upon exercise.

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 PointsNo rating or less than BBB-/Baa3/BBB-

120.0

30.0BBB-/Baa3/BBB-

95.0

20.0BBB/Baa2/BBB (current)

70.0

20.0BBB+/Baa1/BBB+

65.0

15.0A-/A3/A- or higher

60.0

15.0


---

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

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.

24

---

A
summary of the Operating Partnership's mortgages and loans payable as of September 30, 2002 and December 31, 2001 is as follows:

|                          |  |                              |  |            |   | Principal Balance at |         | 
|------------------------- |  | ---------------------------- |  | ---------- | - | -------------------- | ------- | 
|
|Mack-Cali Willowbrook     |  | CIGNA                        |  | 8.67       | % | $                    | 7,900   | 
|400 Chestnut Ridge        |  | Prudential Insurance Co.     |  | 9.44       | % |                      | 11,879  | 
|Mack-Cali Centre VI       |  | Principal Life Insurance Co. |  | 6.87       | % |                      | 35,000  | 
|Various (a)               |  | Prudential Insurance Co.     |  | 7.10       | % |                      | 150,000 | 
|Mack-Cali Bridgewater I   |  | New York Life Ins. Co.       |  | 7.00       | % |                      | 23,000  | 
|Mack-Cali Woodbridge II   |  | New York Life Ins. Co.       |  | 7.50       | % |                      | 17,500  | 
|Mack-Cali Short Hills     |  | Prudential Insurance Co.     |  | 7.74       | % |                      | 24,663  | 
|500 West Putnam Avenue    |  | New York Life Ins. Co.       |  | 6.52       | % |                      | 8,637   | 
|HarborsidePlaza 1        |  | U.S. West Pension Trust      |  | 5.61       | % |                      | 60,863  | 
|HarborsidePlazas 2 and 3 |  | Northwestern/Principal       |  | 7.36       | % |                      | 159,137 | 
|Mack-Cali Airport         |  | Allstate Life Insurance Co.  |  | 7.05       | % |                      | 10,269  | 
|Kemble Plaza I            |  | Mitsubishi Tr & Bk Co.       |  | LIBOR+0.65 | % |                      | 32,178  | 
|                          |  |                              |  |            |   |                      |         | 
|Total Property Mortgages  |  |                              |  |            |   | $                    | 541,026 | 
|                          |  |                              |  |            |   |                      |         | 

---

INTEREST RATE HEDGE

On July 18, 2002, the Operating Partnership entered into a forward treasury rate lock agreement with a commercial bank. The agreement locked an interest
rate of 3.285 percent per annum for the three-year U.S. Treasury Note effective November 4, 2002, on a notional amount of $61,525. The agreement will be used to fix the index
rate on $61,525 of the Harborside-Plaza 1 mortgage, for which the interest rate will be re-set to the three-year U.S. Treasury Note plus 130 basis points for the three years
beginning November 4, 2002 (see "Property Mortgages: Harborside-Plaza 1" above). The Operating Partnership recorded other comprehensive loss in partners' capital of $2,174 reflecting the
approximate fair value of the derivative security as of September 30, 2002.

CASH PAID FOR INTEREST AND INTEREST CAPITALIZED

Cash paid for interest for the nine months ended September 30, 2002 and 2001 was $108,630 and $100,892, respectively. Interest capitalized by the Operating
Partnership for the nine months ended September 30, 2002 and 2001 was $17,171 and $11,994, respectively.

SUMMARY OF INDEBTEDNESS

As of September 30, 2002, the Operating Partnership's total indebtedness of $1,757,235 (weighted average interest rate of 6.96 percent) was
comprised of $151,178 of revolving credit facility borrowings
and other variable rate mortgage debt (weighted average rate of 2.55 percent) and fixed rate debt of $1,606,057 (weighted average rate of 7.38 percent).

25

---

As
of December 31, 2001, the Operating Partnership's total indebtedness of $1,700,150 (weighted average interest rate of 7.17 percent) was comprised of $91,678 of revolving
credit facility borrowings and other variable rate mortgage debt (weighted average rate of 3.38 percent) and fixed rate debt of $1,608,472 (weighted average rate of 7.38 percent).

10.  PARTNERS' CAPITAL

Partners' capital in the accompanying consolidated financial statements relates to common units held by the Corporation and common units held by the limited
partners, preferred units held by the preferred unitholders ("Preferred Units") of the Operating Partnership, and warrants to purchase common units ("Unit Warrants") in the Operating Partnership.

REPURCHASES OF GENERAL PARTNER UNITS

On August 6, 1998, the Board of Directors of the Corporation authorized a share repurchase program ("Repurchase Program") under which the Corporation was
permitted to purchase up to $100,000 of the Corporation's outstanding common stock. Purchases could be made from time to time in open market transactions at prevailing prices or through privately
negotiated transactions. Under the Repurchase Program, the Corporation purchased for constructive retirement 1,869,200 shares of its outstanding common stock for an aggregate cost of approximately
$52,562 from August 1998 through December 1999. Concurrent with these purchases, the Corporation sold to the Operating Partnership 1,869,200 common units for approximately $52,562.

On
September 13, 2000, the Board of Directors authorized an increase to the Repurchase Program under which the Corporation is permitted to purchase up to an additional $150,000 of
the Corporation's outstanding common stock above the $52,562 that had previously been purchased. The Corporation purchased for constructive retirement 3,354,800 shares of its outstanding common stock
for an aggregate cost of approximately $92,749 from September 13, 2000 through September 30, 2002. Concurrent with these purchases, the Corporation sold to the Operating Partnership
3,354,800 common units for approximately $92,749. From October 1, 2002 through November 4, 2002, the Corporation purchased an additional 127,700 shares of its common stock for an
aggregate cost of approximately $3,933. Concurrent with these Purchases, the Corporation sold to the Operating Partnership 127,700 common units for approximately $3,933.

STOCK OPTION PLANS

In September 2000, the Corporation established the 2000 Employee Stock Option Plan ("2000 Employee Plan") and the 2000 Director Stock Option Plan ("2000
Director Plan"). In May 2002, shareholders of the Corporation approved amendments to both plans to increase the total shares reserved for issuance under both plans from 2,700,000 to 4,350,000
shares (subject to adjustment) of the Corporation's common stock (from 2,500,000 to 4,000,000 shares under the 2000 Employee Plan and from 200,000 to 350,000 shares under the 2000 Director Plan). In
1994, and as subsequently amended, the Corporation established the Mack-Cali Employee Stock Option Plan ("Employee Plan") and the Mack-Cali Director Stock Option Plan
("Director Plan") under which a total of 5,380,188 shares (subject to adjustment) of the Corporation's common stock have been reserved for issuance (4,980,188 shares under the Employee Plan and
400,000 shares under the Director Plan). Stock options granted under the Employee Plan in 1994 and 1995 have become exercisable over a three-year period and those options granted under
both the 2000 Employee Plan and Employee Plan subsequent to 1995 become exercisable over a five-year period. All stock options granted under both the 2000 Director Plan and Director Plan
become exercisable in one year. All options were granted at the fair market value at the dates of grant and have terms of ten years. As of September 30, 2002, the stock options outstanding had
a weighted average remaining contractual life of approximately 6.6 years.

26

---

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

|                                          |  | Shares
Under
Options |   | Weighted
Average
Exercise
Price
|----------------------------------------- |  | -------------------- | - | -------------------------------
|Outstanding at January 1, 2002            |  | 4,511,886            |   | $                              
|Exercised                                 |  | (640,767             | ) | $                              
|Lapsed or canceled                        |  | (189,225             | ) | $                              
|                                          |  |                      |   |                                
|Outstanding at September 30, 2002         |  | 3,681,894            |   | $                              
|                                          |  |                      |   |                                
|Options exercisable at September 30, 2002 |  | 2,038,719            |   | $                              
|Available for grant at September 30, 2002 |  | 3,313,488            |   |                                
|                                          |  |                      |   |                                

STOCK WARRANTS

The Corporation has 252,500 warrants outstanding which enable the holders to purchase an equal number of shares of its common stock ("Stock Warrants") at $33 per
share (the market price at date of issuance). Such warrants are all currently exercisable and expire on January 31, 2007.

The
Corporation also has 389,976 Stock Warrants outstanding which enable the holders to purchase an equal number of its shares of common stock at $38.75 per share (the market price at
date of issuance). Such warrants are all currently exercisable and expire on December 12, 2007.

Information
regarding the Operating Partnership's Stock Warrants is summarized below:

|                                           |  | Warrants |  
|------------------------------------------ |  | -------- | -
|Outstanding at January 1, 2002             |  | 749,976  |  
|Exercised                                  |  | (107,500 | )
|Lapsed or canceled                         |  |         |  
|                                           |  |          |  
|Outstanding at September 30, 2002          |  | 642,476  |  
|                                           |  |          |  
|Warrants exercisable at September 30, 2002 |  | 642,476  |  
|                                           |  |          |  

STOCK COMPENSATION

The Corporation has granted stock awards to officers and certain other employees of the Corporation (collectively, "Restricted Stock Awards"), which allow the
employees to each receive a certain amount of shares of the Corporation's common stock generally over a five-year vesting period. Certain Restricted Stock Awards are contingent upon the
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.

Information
regarding the Restricted Stock Awards is summarized below:

|                                  |  | Shares  |  
|--------------------------------- |  | ------- | -
|Outstanding at January 1, 2002    |  | 198,279 |  
|Granted                           |  |        |  
|Vested                            |  | (44,545 | )
|Canceled                          |  |        |  
|                                  |  |         |  
|Outstanding at September 30, 2002 |  | 153,734 |  
|                                  |  |         |  

27

---

DEFERRED STOCK COMPENSATION PLAN FOR DIRECTORS

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

During
the nine months ended September 30, 2002 and 2001, 3,861 and 4,120 deferred stock units were earned, respectively.

EARNINGS PER UNIT

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

The
following information presents the Operating Partnership's EPU results for the three and nine months ended September 30, 2002 and 2001:

|                                                                      |  | Three Months Ended September 30,
|--------------------------------------------------------------------- |  | --------------------------------
|
|
|Net income available to common unitholders                            |  | $                               
|Add: Net income attributable to Operating PartnershipPreferred Units |  |                                 
|                                                                      |  |                                 
|Adjusted net income                                                   |  | $                               
|                                                                      |  |                                 
|Weighted average units                                                |  |                                 
|                                                                      |  |                                 
|Per Unit                                                              |  | $                               
|                                                                      |  |                                 

|                                                                      |  | Nine Months Ended September 30,
|--------------------------------------------------------------------- |  | -------------------------------
|
|
|Net income available to common unitholders                            |  | $                              
|Add: Net income attributable to Operating PartnershipPreferred Units |  |                                
|                                                                      |  |                                
|Adjusted net income                                                   |  | $                              
|                                                                      |  |                                
|Weighted average units                                                |  |                                
|                                                                      |  |                                
|Per Unit                                                              |  | $                              
|                                                                      |  |                                

28

---

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

|                                                                                |                | Three Months Ended
September 30, |     | Nine Months Ended
September 30,
|------------------------------------------------------------------------------- | -------------- | -------------------------------- | --- | -------------------------------
|
|Basic EPU Units                                                                 |                | 65,372                           |     | 64,084                         
|Add: Operating Partnership  Preferred Units (after conversion to common units) |                |                                 |     |                               
|                                                                                | Stock options  |                                  | 284 |                                
|                                                                                | Stock Warrants |                                  |    |                                
|                                                                                |                |                                  |     |                                
|Diluted EPU Units                                                               |                | 65,656                           |     | 64,403                         
|                                                                                |                |                                  |     |                                

Preferred
Units outstanding during the three months ended September 30, 2002 and 2001 and the nine months ended September 30, 2001 were not included in the three months
ended September 30, 2002 and 2001 and the nine months ended September 30, 2001 computation of diluted EPU as such units were anti-dilutive during the periods.

29

---



Through September 30, 2002, under the Repurchase Program, the Corporation purchased for constructive retirement, a total of 5,224,000 shares of its outstanding common stock for an
aggregate cost of approximately $145,311. Concurrent with these purchases, the Corporation sold to the Operating Partnership 5,224,000 common units for approximately $145,311.

11. COMMITMENTS AND CONTINGENCIES

TAX ABATEMENT AGREEMENTS

Harborside Financial Center

Pursuant to an agreement with the City of Jersey City, New Jersey, the Operating Partnership is required to make payments in lieu of property taxes ("PILOT") on
its Harborside Plaza 2 and 3 properties. The agreement, which commenced in 1990, is for a term of 15 years. Such PILOT is equal to two percent of Total Project Costs, as defined, in year one
and increases by $75 per annum through year 15. Total Project Costs, as defined, are $145,644. The PILOT totaled $945 and $941 for the three months ended September 30, 2002 and 2001,
respectively, and $2,814 and $2,760 for the nine months ended September 30, 2002 and 2001, respectively. The PILOT on these two properties has been challenged as part of a larger effort by
several neighboring towns to question past practices of the City of Jersey City in attracting large development. If this challenge is successful, the properties will be placed back on the regular tax
roles for tax years beginning with 1998. While the Operating Partnership cannot at this time determine the likely outcome of this challenge, the effect, if successful, of the challenge on the tax
assessments against the properties, or the amount of the increase, if any, in taxes assessed resulting from a successful challenge, the Operating Partnership does not believe that the outcome will
result in a material adverse impact to the Operating Partnership as there is the potential that the majority of any increase in the expense at the properties may be passed along to the properties'
tenants.

The
Operating Partnership entered into a similar PILOT agreement with the City of Jersey City, New Jersey on its Harborside Plaza 4-A property. The agreement, which commenced
in 2000, is for a term of 20 years. The PILOT is equal to two percent of Total Project costs, as defined, and increases by 10 percent in years 7, 10 and 13 and by 50 percent in
year 16. Total Project costs, as defined, are $45,497. The PILOT totaled $252 and $202 for the three months ended September 30, 2002 and 2001, respectively, and $715 and $639 for the nine
months ended September 30, 2002 and 2001, respectively.

Additionally,
the Operating Partnership entered into a similar PILOT agreement with the City of Jersey City, New Jersey on its Harborside Plaza 5 property. The agreement, which will
commence 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, per the agreement, are the greater of $132,294 or actual Total Project Costs, as defined. The PILOT
totaled $206 and none for the three months ended September 30, 2002 and 2001, respectively, and $206 and none for the nine months ended September 30, 2002 and 2001, respectively.

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.

12. TENANT LEASES

The Properties are leased to tenants under operating leases with various expiration dates through 2018. 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

---

13.  SEGMENT REPORTING

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

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

Selected
results of operations for the three and nine months ended September 30, 2002 and 2001 and selected asset information as of September 30, 2002 and
December 31, 2001 regarding the Operating Partnership's operating segment are as follows:

|                                           |                    | Total Segment |   | Corporate & Other (e) |   | Total Operating
Partnership |        
|------------------------------------------ | ------------------ | ------------- | - | --------------------- | - | --------------------------- | -------
|Total contract revenues(a)                 |                    |               |   |                       |   |                             |        
|Three months ended:                        |                    |               |   |                       |   |                             |        
|                                           | September 30, 2002 |               | $ | 140,151               |   | $                           | 1,145  
|                                           | September 30, 2001 |               |   | 141,183               |   |                             | 1,016  
|Nine months ended:                         |                    |               |   |                       |   |                             |        
|                                           | September 30, 2002 |               | $ | 421,763               |   | $                           | 1,197  
|                                           | September 30, 2001 |               |   | 421,318               |   |                             | 2,495  
|Total operating and interest expenses (b): |                    |               |   |                       |   |                             |        
|Three months ended:                        |                    |               |   |                       |   |                             |        
|                                           | September 30, 2002 |               | $ | 42,386                |   | $                           | 31,562 
|                                           | September 30, 2001 |               |   | 46,484                |   |                             | 33,920 
|Nine months ended:                         |                    |               |   |                       |   |                             |        
|                                           | September 30, 2002 |               | $ | 164,559               |   | $                           | 58,830 
|                                           | September 30, 2001 |               |   | 135,377               |   |                             | 103,830
|Equity in earnings:                        |                    |               |   |                       |   |                             |        
|Three months ended:                        |                    |               |   |                       |   |                             |        
|                                           | September 30, 2002 |               | $ | (465                  | ) | $                           | 2,670  
|                                           | September 30, 2001 |               |   | 1,359                 |   |                             | 525    
|Nine months ended:                         |                    |               |   |                       |   |                             |        
|                                           | September 30, 2002 |               | $ | 6,318                 |   | $                           | 3,956  
|                                           | September 30, 2001 |               |   | 5,780                 |   |                             | 1,550  
|Net operating income (c):                  |                    |               |   |                       |   |                             |        
|Three months ended:                        |                    |               |   |                       |   |                             |        
|                                           | September 30, 2002 |               | $ | 97,300                |   | $                           | (27,747
|                                           | September 30, 2001 |               |   | 96,058                |   |                             | (32,379
|Nine months ended:                         |                    |               |   |                       |   |                             |        
|                                           | September 30, 2002 |               | $ | 263,522               |   | $                           | (53,677
|                                           | September 30, 2001 |               |   | 291,721               |   |                             | (99,785
|Total assets:                              |                    |               |   |                       |   |                             |        
|                                           | September 30, 2002 |               | $ | 3,749,698             |   | $                           | 62,632 
|                                           | December 31, 2001  |               |   | 3,710,411             |   |                             | 36,359 
|Total long-lived assets (d):               |                    |               |   |                       |   |                             |        
|                                           | September 30, 2002 |               | $ | 3,569,539             |   | $                           | 26,899 
|                                           | December 31, 2001  |               |   | 3,595,012             |   |                             | 24,349 
|                                           |                    |               |   |                       |   |                             |        

See footnotes to the above schedule on page 32.

31

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Footnotes to table on page 31.

---

14. IMPACT OF RECENTLY-ISSUED ACCOUNTING STANDARDS

SFAS No. 145

In April 2002, the FASB issued SFAS No. 145, Rescission of FASB No. 4, 44, and 64, Amendment of FASB No. 13 and Technical Corrections.
This statement eliminates the requirement to report gains and losses from extinguishment of debt as extraordinary unless they meet the criteria of APB Opinion 30. Debt extinguishments that were
classified as extraordinary in prior periods presented that do not meet the criteria of APB Opinion 30 shall be reclassified. FASB No. 145 is effective for fiscal years beginning after
May 15, 2002. The impact of the adoption of FASB No. 145 is not expected to have a material impact on the Operating Partnership's financial position or results of operations.

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SFAS No. 146

SFAS No. 146, Accounting for Costs Associated with Exit or Disposal Activities, was recently issued in July 2002 and nullifies EITF
94-3, Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring).

The
principal difference between SFAS No. 146 and EITF 94-3 relates to its requirements for recognition of a liability for a cost associated with an exit or disposal
activity. FAS 146 requires that a liability for a cost associated with an exit or disposal activity be recognized when the liability is incurred. Under EITF 94-3, a liability for an
exit cost as defined in EITF 94-3 was recognized at the date of an entity's commitment to an exit plan. A fundamental conclusion reached by the Board in FAS 146 is that an entity's
commitment to a plan, by itself, does not create a present obligation to others that meets the definition of a liability. Therefore, FAS 146 eliminates the definition and requirements for
recognition of exit costs in EITF 94-3 and also establishes that fair value is the objective for initial measurement of the liability.

The
provisions of SFAS No. 146 shall be effective for exit or disposal activities initiated after December 31, 2002. Previously issued financial statements shall not be
restated. For purposes of SFAS No. 146, an exit or disposal activity is initiated when management, having the authority to approve the action, commits to an exit or disposal plan or otherwise
disposes of a long-lived asset (disposal group) and, if the activity involves the termination of employees, the criteria for a plan of termination in SFAS No. 146. The impact of the
adoption of FASB No. 146 is not expected to have a material impact on the Operating Partnership's financial position or results of operations.

33

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

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

Critical Accounting Policies

Rental Property

Costs directly related to the development of rental properties are capitalized. Capitalized development and construction costs include
pre-construction costs essential to the development of the property, development and construction costs, interest, property taxes, insurance, salaries and other project costs incurred
during the period of development. Interest capitalized by the Operating Partnership for the three months ended September 30, 2002 and 2001 was $5.5 million and $4.7 million,
respectively, and $17.2 million and $12.0 million for the nine months ended September 30, 2002 and 2001, respectively.

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.

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 are 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. Except for certain assets classified as held
for sale, as discussed below, management does not believe that the value of any of the Operating Partnership's rental properties is impaired.

Rental Property Held for Sale

When assets are identified by management as held for sale, the Operating Partnership discontinues depreciating the assets and estimates the sales price, net of
selling costs, of such assets. If, in management's opinion, the net sales price of the assets which have been identified 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. See Note 6 to the Financial Statements.

34

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Investments in Unconsolidated Joint Ventures

The Operating Partnership accounts for its investments in unconsolidated joint ventures under the equity method of accounting as the Operating Partnership
exercises significant influence, but does not control these entities. These investments are recorded initially at cost, as Investments in Unconsolidated Joint Ventures, and subsequently adjusted for
equity in earnings and cash contributions and distributions. See Note 4 to the Financial Statements.

Deferred Leasing Costs

Costs incurred in connection with leases are capitalized and amortized on a straight-line basis over the terms of the related leases and included in
depreciation and amortization. Unamortized deferred leasing costs are charged to amortization expense upon early termination of the lease. Certain employees of the Operating Partnership provide
leasing services to the Properties and receive compensation based on space leased. The portion of such compensation, which is capitalized and amortized, approximated $0.9 million and
$0.9 million for the three months ended September 30, 2002 and 2001, respectively, and $2.6 million and $2.5 million for the nine months ended September 30, 2002 and
2001, respectively.

Derivative Instruments

The Operating Partnership measures its 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 changes in fair value of the
derivative are reported in other comprehensive income ("OCI") and are subsequently reclassified into earnings when the hedged item affects earnings. Changes in fair value of derivative instruments not
designated as hedging and ineffective portions of hedges are recognized in earnings in the affected period. See Note 9 to the Financial StatementsInterest Rate Hedge.

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. Parking and other revenue includes income from parking spaces leased to tenants,
income from tenants for additional services provided by the Operating Partnership, income from tenants for early lease terminations and income from managing properties for third parties. Escalations
and recoveries are received from tenants for certain costs as provided in the lease agreements. These costs generally include real estate taxes, utilities, insurance, common area maintenance and other
recoverable costs. See Note 12 to the Financial Statements.

Results from Operations

As a result of the economic climate thus far in 2002, substantially all of the real estate markets the Operating Partnership operates in have materially softened.
Demand for office space has declined significantly and vacancy rates have increased in each of the Operating Partnership's core markets since the first quarter of 2001. During the third quarter of
2002, the Operating Partnership's core markets continued to be weak. The percentage leased in the Operating Partnership's wholly-owned portfolio of stabilized operating properties decreased to
93.0 percent at September 30, 2002, as compared to

35

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93.9 percent at June 30, 2002 and 95.1 percent at September 30, 2001. 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. 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 during the nine months ended September 30, 2002 increased an average of 2.4 percent compared to rates that were in effect
under expiring leases, as compared to an 11.7 percent increase for the same period in 2001. The Operating Partnership believes that vacancy rates may continue to increase in most of its markets
going into 2003.

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

Consistent
with its strategy, in the fourth quarter 2000, the Operating Partnership started construction of a 980,000 square-foot office property, known as Plaza 5, at its
Harborside Financial Center office complex in Jersey City, Hudson County, New Jersey. The project, which commenced initial operations in September 2002, is currently projected to cost
approximately $260 million, of which $187.2 million has been incurred by the Operating Partnership through September 30, 2002. Plaza 5 was approximately 58 percent leased
as of September 30, 2002 (which includes a lease with a tenant for 68,000 square feet, or seven percent of the property, for which the tenant has informed the Operating Partnership that it is
experiencing financial difficulties and has failed to meet certain monetary obligations under the lease, including the payment of rent.). Additionally, in the fourth quarter 2000, the Operating
Partnership,
through a joint venture, started construction of a 575,000 square-foot office property, known as Plaza 10, on land owned by the joint venture located adjacent to the Operating
Partnership's Harborside complex. The Operating Partnership holds a 50 percent interest in the joint venture. Among other things, the joint venture 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. Plaza 10 is currently
projected to cost the Operating Partnership approximately $145 million, of which $113.7 million has been incurred by the Operating Partnership through September 30, 2002. The
project, which is 100 percent leased to Charles Schwab & Co. Inc. ("Schwab") for a 15-year term, commenced initial operations in September 2002. The lease
agreement with Schwab obligates the venture, among other things, to deliver space to the tenant by required timelines and offers expansion options at the tenant's election. Such options may obligate
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. Should the venture be unable to, or
choose not to, provide such expansion space, the venture would be liable to Schwab for its actual damages, in no event to exceed $15 million. The amount of Schwab's actual damages, up to
$15 million, has been guaranteed by the Operating Partnership. The Operating Partnership anticipates expending an additional approximately $104.1 million for the completion of Plaza 5,
Plaza 10 and other projects. The Operating Partnership expects to finance its funding requirements primarily through drawing on its revolving credit facility.

As
of September 30, 2002, the Operating Partnership continued to identify three office properties, which are all located in Arizona and aggregate 416,967 square feet, as held for
sale. The properties carried an aggregate book value of $41.2 million, net of accumulated depreciation of $3.6 million and a valuation allowance of $10.6 million, at
September 30, 2002. On October 16, 2002, the Operating Partnership sold all three of these properties to one buyer for approximately $43.0 million.

On
September 30, 2002, the Operating Partnership determined that its five remaining properties located in Texas were no longer being held for sale. The Operating Partnership
decided that it would

36

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continue to own and operate these properties until market conditions in Texas improve and certain leasing uncertainties at the properties are resolved. The reclassified properties had an aggregate
book value of $56.3 million, net of accumulated depreciation of $7.1 million and a valuation allowance of $2.0 million, at the date of the subsequent decision not to sell
(including catch-up depreciation and amortization expense of $3.4 million for certain properties reflecting expense for the period from the date the properties were originally held
for sale through the date they were no longer held for sale, which was recorded at that date).

On
June 6, 2002, the Operating Partnership determined that 20 of its office properties and a land parcel, which are located in Colorado, aggregating 1.6 million square
feet, were no longer being held for sale. The Operating Partnership decided that it would continue to own and operate these properties until market conditions in Colorado improve. The reclassified
properties carried an aggregate book value of $175.6 million, net of accumulated depreciation of $15.8 million and a valuation allowance of $27.0 million at the date of the
subsequent decision not to sell (including an unrealized loss of $3.0 million and accelerated depreciation and amortization expense of $3.9 million for certain properties reflecting
expense for the period from the date the properties were originally held for sale through the date they were no longer held for sale, which was recorded at that date).

The
following comparisons for the three and nine months ended September 30, 2002 ("2002"), as compared to the three and nine months ended September 30, 2001 ("2001"), make
reference to the following: (i) the effect of the "Same-Store Properties," which represent all in-service properties owned by the Operating Partnership at
June 30, 2001 (for the three-month period comparisons), and which represent all in-service properties owned by the Operating Partnership at December 31, 2000 (for the
nine-month period comparisons), excluding Dispositions as defined below, (ii) the effect of the "Acquired Properties," which represent all properties acquired or placed in service
by the Operating Partnership from July 1, 2001 through September 30, 2002 (for the three-month period comparisons), and which represent all properties acquired or placed in service from
January 1, 2001 through September 30, 2002 (for the nine-month period comparisons) and (iii) the effect of the "Dispositions," which represent results for each period
for those rental properties sold by the Operating Partnership during the respective periods.

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Three Months Ended September 30, 2002 Compared to Three Months Ended September 30, 2001

|                                |                                                                                               | Three Months Ended
September 30, |   |         |         |   |        
|------------------------------- | --------------------------------------------------------------------------------------------- | -------------------------------- | - | ------- | ------- | - | -------
|
|
|Revenue from rental operations: |                                                                                               |                                  |   |         |         |   |        
|                                | Base rents                                                                                    |                                  | $ | 120,069 |         | $ | 126,789
|                                | Escalations and recoveries from tenants                                                       |                                  |   | 15,152  |         |   | 13,944 
|                                | Parking and other                                                                             |                                  |   | 7,445   |         |   | 2,610  
|                                |                                                                                               |                                  |   |         |         |   |        
|                                |                                                                                               | Sub-total                        |   |         | 142,666 |   |        
|                                | Interest income                                                                               |                                  |   | 742     |         |   | 685    
|                                |                                                                                               |                                  |   |         |         |   |        
|                                |                                                                                               | Total revenues                   |   |         | 143,408 |   |        
|                                |                                                                                               |                                  |   |         |         |   |        
|Property expenses:              |                                                                                               |                                  |   |         |         |   |        
|                                | Real estate taxes                                                                             |                                  |   | 15,161  |         |   | 16,012 
|                                | Utilities                                                                                     |                                  |   | 10,090  |         |   | 11,517 
|                                | Operating services                                                                            |                                  |   | 16,743  |         |   | 16,336 
|                                |                                                                                               |                                  |   |         |         |   |        
|                                |                                                                                               | Sub-total                        |   |         | 41,994  |   |        
|                                | General and administrative                                                                    |                                  |   | 5,525   |         |   | 8,767  
|                                | Depreciation and amortization                                                                 |                                  |   | 29,300  |         |   | 22,529 
|                                | Interest expense                                                                              |                                  |   | 26,429  |         |   | 27,772 
|                                |                                                                                               |                                  |   |         |         |   |        
|                                |                                                                                               | Total expenses                   |   |         | 103,248 |   |        
|                                |                                                                                               |                                  |   |         |         |   |        
|                                | Equity in earnings of unconsolidated joint ventures                                           |                                  |   | 2,205   |         |   | 1,884  
|                                |                                                                                               |                                  |   |         |         |   |        
|                                | Income before realized gains (losses) and unrealized losses on disposition of rental property |                                  |   | 42,365  |         |   | 42,979 
|                                | Realized gains (losses) and unrealized losses on disposition of rental property, net          |                                  |   | 456     |         |   | (11,624
|                                |                                                                                               |                                  |   |         |         |   |        
|                                | Net income                                                                                    |                                  |   | 42,821  |         |   | 31,355 
|                                | Preferred unit distributions                                                                  |                                  |   | (3,925  | )       |   | (3,943 
|                                |                                                                                               |                                  |   |         |         |   |        
|                                | Net income available to common unitholders                                                    |                                  | $ | 38,896  |         | $ | 27,412 
|                                |                                                                                               |                                  |   |         |         |   |        

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

|                                |                                         | Total
Operating Partnership |   | Same-Store Properties |        | Acquired Properties |      | Dispositions |       
|------------------------------- | --------------------------------------- | --------------------------- | - | --------------------- | ------ | ------------------- | ---- | ------------ | ------
|
|Revenue from rental operations: |                                         |                             |   |                       |        |                     |      |              |       
|                                | Base rents                              |                             | $ | (6,720                | )      | (5.3                | )%   | $            | (256  
|                                | Escalations and recoveries from tenants |                             |   | 1,208                 |        | 8.7                 |      |              | 1,693 
|                                | Parking and other                       |                             |   | 4,835                 |        | 185.2               |      |              | 5,011 
|                                |                                         |                             |   |                       |        |                     |      |              |       
|                                |                                         | Total                       |   | $                     | (677   | )                   | (0.5 | )%           | $     
|                                |                                         |                             |   |                       |        |                     |      |              |       
|Property expenses:              |                                         |                             |   |                       |        |                     |      |              |       
|                                | Real estate taxes                       |                             | $ | (851                  | )      | (5.3                | )%   | $            | 222   
|                                | Utilities                               |                             |   | (1,427                | )      | (12.4               | )    |              | (523  
|                                | Operating services                      |                             |   | 407                   |        | 2.5                 |      |              | 1,974 
|                                |                                         |                             |   |                       |        |                     |      |              |       
|                                |                                         | Total                       |   | $                     | (1,871 | )                   | (4.3 | )%           | $     
|                                |                                         |                             |   |                       |        |                     |      |              |       
|OTHER DATA:                     |                                         |                             |   |                       |        |                     |      |              |       
|                                | Number of Consolidated Properties       |                             |   | 253                   |        |                     |      |              | 246   
|                                | Square feet (in thousands)              |                             |   | 26,832                |        |                     |      |              | 25,351

Base rents for the Same-Store Properties decreased $0.3 million, or 0.2 percent, for 2002 as compared to 2001 due
primarily to decreases in space leased at the properties. Escalations and recoveries from tenants for the Same-Store Properties increased $1.7 million, or 12.2 percent, for
2002 over 2001, due primarily to the recovery of an increased amount of total property expenses in 2002. Parking and other income for the Same-Store Properties increased
$5.0 million, or 192.0 percent, due primarily to increased lease termination fees in 2002, primarily as a result of the Operating Partnership receiving $2.9 million in
August 2002 from a lease termination agreement with Arthur Andersen LLP.

Real
estate taxes on the Same-Store Properties increased $0.2 million, or 1.4 percent, for 2002 as compared to 2001, due primarily to property tax rate
increases in certain municipalities in 2002, partially offset by lower assessments on certain properties in 2002. Utilities for the Same-Store Properties decreased $0.5 million, or
4.5 percent, for 2002 as compared to 2001, due primarily to decreased rates, partially offset by increased usage. Operating services for the Same-Store Properties increased
$2.0 million, or 12.1 percent, due primarily to increased insurance and maintenance costs in 2002.

Equity
in earnings of unconsolidated joint ventures increased $0.3 million, or 17.0 percent, for 2002 as compared to 2001. This increase is due primarily to increased
income from the Operating Partnership's investment in ARCap of $2.2 million in 2002 over 2001, partially offset by a net loss of $1.5 million from the initial operations of the
Harborside South Pier hotel venture in 2002. See Note 4 to the Financial Statements.

Interest
income increased $0.1, or 8.3 percent, for 2002 as compared to 2001. This increase was due primarily to the effect of net proceeds from property sales being invested in
cash and cash equivalents for the period of time prior to which such proceeds were reinvested, partially offset by lower interest rates in 2002.

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General
and administrative decreased by $3.2 million, or 37.0 percent, for 2002 as compared to 2001. This decrease is due primarily to a decrease in bad debt expense of
$2.6 million from 2001 to 2002, and decreases in 2002 of $0.5 million in payroll and related expenses and $0.4 million in professional fees, partially offset by an increase in
state tax expense in 2002 of $0.4 million.

Depreciation
and amortization increased by $6.8 million, or 30.1 percent, for 2002 over 2001. Of this increase $6.7 million, or 30.0 percent, is due to the
Same-Store Properties, primarily due to catch-up depreciation and amortization on certain of the properties that are no longer held for sale (see Note 6 to the Financial
Statements), and $0.5 million, or 2.0 percent, is due to the Acquired Properties, partially offset by a decrease of $0.4 million, or 1.9 percent, due to the Dispositions.

Interest
expense decreased $1.3 million, or 4.8 percent, for 2002 as compared to 2001. This decrease is due primarily to lower interest rates on variable rate borrowings
and a greater amount of capitalized interest as a result of increased development and construction costs in 2002.

Income
before realized gains (losses) and unrealized losses on disposition of rental property decreased to $42.4 million in 2002 from $43.0 million in 2001. The decrease of
$0.6 million is due to the factors discussed above.

Net
income available to common unitholders increased by $11.5 million, from $27.4 million in 2001 to $38.9 million in 2002. The increase was a result of unrealized
loss on disposition of rental property of $11.6 million in 2001 and realized gains on disposition of $0.5 million in 2002. These were partially offset by a decrease in income before
realized gains (losses) and unrealized losses on disposition of rental property of $0.6 million.

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Nine Months Ended September 30, 2002 Compared to Nine Months Ended September 30, 2001

|                                |                                                                                               | Nine Months Ended
September 30, |   |         |         |   |        
|------------------------------- | --------------------------------------------------------------------------------------------- | ------------------------------- | - | ------- | ------- | - | -------
|
|
|Revenue from rental operations: |                                                                                               |                                 |   |         |         |   |        
|                                | Base rents                                                                                    |                                 | $ | 368,575 |         | $ | 381,584
|                                | Escalations and recoveries from tenants                                                       |                                 |   | 42,849  |         |   | 42,136 
|                                | Parking and other                                                                             |                                 |   | 15,045  |         |   | 8,016  
|                                |                                                                                               |                                 |   |         |         |   |        
|                                |                                                                                               | Sub-total                       |   |         | 426,469 |   |        
|                                | Interest income                                                                               |                                 |   | 1,526   |         |   | 1,770  
|                                |                                                                                               |                                 |   |         |         |   |        
|                                |                                                                                               | Total revenues                  |   |         | 427,995 |   |        
|                                |                                                                                               |                                 |   |         |         |   |        
|Property expenses:              |                                                                                               |                                 |   |         |         |   |        
|                                | Real estate taxes                                                                             |                                 |   | 45,863  |         |   | 46,809 
|                                | Utilities                                                                                     |                                 |   | 29,527  |         |   | 34,172 
|                                | Operating services                                                                            |                                 |   | 49,482  |         |   | 51,901 
|                                |                                                                                               |                                 |   |         |         |   |        
|                                |                                                                                               | Sub-total                       |   |         | 124,872 |   |        
|                                | General and administrative                                                                    |                                 |   | 20,133  |         |   | 21,633 
|                                | Depreciation and amortization                                                                 |                                 |   | 80,775  |         |   | 67,964 
|                                | Interest expense                                                                              |                                 |   | 78,384  |         |   | 84,692 
|                                |                                                                                               |                                 |   |         |         |   |        
|                                |                                                                                               | Total expenses                  |   |         | 304,164 |   |        
|                                |                                                                                               |                                 |   |         |         |   |        
|                                | Equity in earnings of unconsolidated joint ventures                                           |                                 |   | 10,274  |         |   | 7,330  
|                                |                                                                                               |                                 |   |         |         |   |        
|                                | Income before realized gains (losses) and unrealized losses on disposition of rental property |                                 |   | 134,105 |         |   | 133,665
|                                | Realized gains (losses) and unrealized losses on disposition of rental property, net          |                                 |   | 2,714   |         |   | (9,677 
|                                |                                                                                               |                                 |   |         |         |   |        
|                                | Net income                                                                                    |                                 |   | 136,819 |         |   | 123,988
|                                | Preferred unit distributions                                                                  |                                 |   | (11,731 | )       |   | (11,701
|                                |                                                                                               |                                 |   |         |         |   |        
|                                | Net income available to common unitholders                                                    |                                 | $ | 125,088 |         | $ | 112,287
|                                |                                                                                               |                                 |   |         |         |   |        

41

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

|                                |                                         | Total
Operating Partnership |   | Same-Store Properties |   | Acquired Properties |   | Dispositions |       
|------------------------------- | --------------------------------------- | --------------------------- | - | --------------------- | - | ------------------- | - | ------------ | ------
|
|Revenue from rental operations: |                                         |                             |   |                       |   |                     |   |              |       
|                                | Base rents                              |                             | $ | (13,009               | ) | (3.4)               | % | $            | 2,657 
|                                | Escalations and recoveries from tenants |                             |   | 713                   |   | 1.7                 |   |              | 1,285 
|                                | Parking and other                       |                             |   | 7,029                 |   | 87.7                |   |              | 4,048 
|                                |                                         |                             |   |                       |   |                     |   |              |       
|                                | Total                                   |                             | $ | (5,267                | ) | (1.2)               | % | $            | 7,990 
|                                |                                         |                             |   |                       |   |                     |   |              |       
|Property expenses:              |                                         |                             |   |                       |   |                     |   |              |       
|                                | Real estate taxes                       |                             | $ | (946                  | ) | (2.0)               | % | $            | 1,300 
|                                | Utilities                               |                             |   | (4,645                | ) | (13.6               | ) |              | (2,227
|                                | Operating services                      |                             |   | (2,419                | ) | (4.7                | ) |              | 1,197 
|                                |                                         |                             |   |                       |   |                     |   |              |       
|                                | Total                                   |                             | $ | (8,010                | ) | (6.0)               | % | $            | 270   
|                                |                                         |                             |   |                       |   |                     |   |              |       
|OTHER DATA:                     |                                         |                             |   |                       |   |                     |   |              |       
|                                | Number of Consolidated Properties       |                             |   | 253                   |   |                     |   |              | 237   
|                                | Square feet (in thousands)              |                             |   | 26,832                |   |                     |   |              | 24,337

Base rents for the Same-Store Properties increased $2.7 million, or 0.7 percent, for 2002 as compared to 2001 due
primarily to rental rate increases in 2002, partially offset by decreases in space leased at the properties in 2002. Escalations and recoveries from tenants for the Same-Store Properties
increased $1.3 million, or 3.1 percent, for 2002 over 2001, due primarily to the recovery of an increased amount of total property expenses in 2002. Parking and other income for the
Same-Store Properties increased $4.0 million, or 50.5 percent, due primarily to increased lease termination fees in 2002, primarily as a result of the Operating Partnership
receiving $2.9 million in August 2002 from a lease termination agreement with Arthur Andersen LLP.

Real
estate taxes on the Same-Store Properties increased $1.3 million, or 2.8 percent, for 2002 as compared to 2001, due primarily to property tax rate
increases in certain municipalities in 2002, partially offset by lower assessments on certain properties in 2002. Utilities for the Same-Store Properties decreased $2.2 million, or
6.5 percent, for 2002 as compared to 2001, due primarily to decreased rates in 2002. Operating services for the Same-Store Properties increased $1.2 million, or
2.2 percent, due primarily to increased insurance costs in 2002.

Equity
in earnings of unconsolidated joint ventures increased $2.9 million, or 40.2 percent, for 2002 as compared to 2001. This is due primarily to properties developed by
joint ventures commencing initial operations in 2001 and 2002, higher occupancy at certain properties and increased income from the Operating Partnership's investment in ARCap in 2002, partially
offset by a net loss of $1.5 million from the initial operations of the Harborside South Pier hotel venture in 2002 and the sale of certain joint venture properties. See Note 4 to the
Financial Statements.

Interest
income decreased $0.2 million, or 13.8 percent, for 2002 as compared to 2001. This decrease was due primarily to lower interest rates in 2002.

General
and administrative decreased by $1.5 million, or 6.9 percent, for 2002 as compared to 2001. This decrease is due primarily to a decrease in bad debt expense of
$2.7 million from 2001 to 2002, and a decrease in 2002 of $0.7 million in payroll and related expense, partially offset by an

42

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increase in state tax expense in 2002 of $1.1 million and smaller increases in several other general and administrative categories.

Depreciation
and amortization increased by $12.8 million, or 18.8 percent, for 2002 over 2001. Of this increase, $10.5 million, or 15.4 percent, is due to the
Same-Store Properties, primarily due to catch-up depreciation and amortization on certain properties that are no longer being held for sale (see Note 6 to the Financial
Statements), and $4.1 million, or 6.0 percent, is due to the Acquired Properties, partially offset by a decrease of $1.8 million, or 2.6 percent, due to the Dispositions.

Interest
expense decreased $6.3 million, or 7.4 percent, for 2002 as compared to 2001. This decrease is due primarily to lower interest rates on variable rate borrowings
and a greater amount of capitalized interest as a result of increased development and construction costs in 2002.

Income
before realized gains (losses) and unrealized losses on disposition of rental property increased to $134.1 million in 2002 from $133.7 million in 2001. The increase
of approximately $0.4 million is due to the factors discussed above.

Net
income available to common uniholders increased by $12.8 million, from $112.3 million in 2001 to $125.1 million in 2002. The increase was a result of realized
gains (losses) and unrealized losses on disposition of $9.7 million in 2001, realized gains on disposition of rental property of $2.7 million in 2002 and an increase in income before
realized gains (losses) and unrealized losses on disposition of rental property of $0.4 million.

Liquidity and Capital Resources

Historically, rental revenue has been the principal source of funds to pay operating expenses, debt service and capital expenditures, excluding
non-recurring capital expenditures. To the extent that the Operating Partnership's cash flow from operating activities is insufficient to finance its non-recurring capital
expenditures such as property acquisition and development and construction costs and other capital expenditures, the Operating Partnership expects to finance such activities 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.

As
of September 30, 2002, the Operating Partnership's total indebtedness of $1.8 billion (weighted average interest rate of 6.96 percent) was comprised of
$151.2 million of revolving credit facility borrowings and other variable rate mortgage debt (weighted average rate of 2.55 percent) and fixed rate debt of $1.6 billion (weighted
average rate of 7.38 percent).

The
Operating Partnership has three investment grade credit ratings. Standard & Poor's Rating Services ("S&P") and Fitch, Inc. ("Fitch") have each assigned their BBB rating
to existing and prospective senior unsecured debt of the Operating Partnership. S&P and Fitch have also assigned their BBB-rating to prospective preferred stock offerings of the Operating
Partnership. Moody's Investors Service ("Moody's") has assigned its Baa3 rating to the existing and prospective senior unsecured debt of the Operating Partnership and its Ba1 rating to prospective
preferred stock offerings of the Corporation.

43

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On
September 27, 2002, the Operating Partnership obtained an unsecured revolving credit facility with a current borrowing capacity of $600.0 million from a group of 14
lenders as described in Note 8 to the Financial Statements. As of September 30, 2002, the Operating Partnership had outstanding borrowings of $119.0 million under its unsecured
revolving credit facility.

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

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

Operating Partnership's
Unsecured Debt Ratings:
S&P/Moody's/Fitch (a)

Interest Rate
Applicable Basis Points
Above LIBOR

Facility Fee
Basis PointsNo rating or less than BBB-/Baa3/BBB-

120.0

30.0BBB-/Baa3/BBB-

95.0

20.0BBB/Baa2/BBB (current)

70.0

20.0BBB+/Baa1/BBB+

65.0

15.0A-/A3/A- or higher

60.0

15.0


---

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

The
terms of the unsecured facility include certain restrictions and covenants which limit, among other things, the payment of dividends (as discussed below), the incurrence of
additional indebtedness, the incurrence of liens and the disposition of 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 Operating Partnership
to continue to qualify as a REIT under the Code, the Operating Partnership will not during any four consecutive fiscal quarters make distributions with respect to common stock or other equity
interests in an aggregate amount in excess of 90 percent of funds from operations (as defined) for such period, subject to certain other adjustments.

The
terms of the Operating Partnership's Senior Unsecured Notes, as defined in Note 7 to the Financial Statements (which totaled approximately $1.1 billion as of
September 30, 2002), 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

44

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amount of debt service coverage and the maximum amount of unsecured debt as a percent of unsecured assets.

As
of September 30, 2002, the Operating Partnership had 230 unencumbered properties, totaling 20.0 million square feet, representing 77.4 percent of the Operating
Partnership's total portfolio on a square footage basis.

The
debt of the Operating Partnership's unconsolidated joint ventures aggregating $529.4 million are non-recourse to the Operating Partnership except for
(i) customary exceptions pertaining to such matters as intentional misuse of funds, environmental conditions and material misrepresentations and (ii) approximately $11.1 million
of debt on the Harborside South Pier joint venture with Hyatt Corporation ("Hyatt"). Additionally, the Operating Partnership has posted an $8.0 million letter of credit in support of another
loan to that joint venture, $4.0 million of which is indemnified by Hyatt. In addition, the Operating Partnership and Hyatt have guaranteed completion of the hotel project to the joint
venture's construction lender. If the joint venture fails to complete the hotel project as required under the construction loan documents and the construction loan proceeds remaining to be advanced
together with the capital contributed by the partners to such date are insufficient to complete the hotel project, the Operating Partnership and/or Hyatt may be required to provide additional funds
sufficient to complete the hotel project.

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

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

As of September 30, 2002, the Operating Partnership's total debt had a weighted average term to maturity of approximately 4.1 years.
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. The Operating Partnership is reviewing various refinancing
options, including the issuance of additional unsecured debt, preferred stock, and/or obtaining additional mortgage debt, some or all of which may be completed during the remainder of 2002 or during
2003. The Operating Partnership anticipates that its available cash and cash equivalents and cash flows from operating activities, together with cash available from borrowings and other sources, will
be adequate to meet the Operating Partnership's capital and liquidity needs both in the short and long-term. However, if these sources of funds are insufficient or unavailable, the
Operating Partnership's ability to make the expected distributions discussed below may be adversely affected.

The
Operating Partnership has an effective shelf registration statement with the SEC for an aggregate amount of $2.0 billion in equity securities of the Operating Partnership. The
Corporation and Operating Partnership also have an effective shelf registration statement with the SEC for an aggregate of $2.0 billion in debt securities, preferred stock and preferred stock
represented by depositary shares, under which the Operating Partnership has issued an aggregate of $1.1 billion of senior unsecured notes.

On
September 13, 2000, the Board of Directors authorized an increase to the Operating Partnership's repurchase program under which the Corporation is permitted to purchase up to
an

45

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additional $150.0 million of the Corporation's outstanding common stock ("Repurchase Program"). From that date through November 4, 2002, the Corporation purchased for constructive
retirement under the Repurchase Program 3.5 million shares of its outstanding common stock for an aggregate cost of approximately $96.7 million. As a result, the Corporation has a
remaining authorization to repurchase up to an additional $53.3 million of its outstanding common stock, which it may repurchase from time to time in open market transactions at prevailing
prices or through privately negotiated transactions.

The
Operating Partnership may not dispose of or distribute certain of its properties, currently comprising 138 properties with an aggregate net book value of approximately
$1.8 billion, which were originally contributed by members of either the Mack Group (which includes William L. Mack, Chairman of the Corporation's Board of Directors; Earle I. Mack, director;
and Mitchell E. Hersh, chief executive officer and director), the Robert Martin Group (which includes Robert F. Weinberg, director; Martin S. Berger, a former director; and Timothy M. Jones,
president), or the Cali Group (which includes John J. Cali, director and John R. Cali, director) without the express written consent of a representative of the Mack Group, the Robert Martin Group or
the Cali Group, as applicable, except in a manner which does not result in recognition of any built-in-gain (which may result in an income tax liability) or which reimburses
the appropriate Mack Group, Robert Martin Group or Cali Group members for the tax consequences of the recognition of such built-in-gains (collectively, the "Property
Lock-Ups"). The aforementioned restrictions do not apply in the event that the Operating Partnership sells all of its properties or in connection with a sale transaction which the
Corporation's Board of Directors determines is reasonably necessary to satisfy a material monetary default on any unsecured debt, judgment or liability of the Operating Partnership or to cure any
material monetary default on any mortgage secured by a property. The Property Lock-Ups expire periodically through 2008. Upon the expiration of the Property Lock-Ups, the
Operating Partnership is required to use commercially reasonable efforts to prevent any sale, transfer or other disposition of the subject properties from resulting in the recognition of
built-in gain to the appropriate Mack Group, Robert Martin Group or Cali Group members.

To
maintain its qualification as a REIT, the Corporation must make annual distributions to its stockholders of at least 90 percent of its REIT taxable income, determined without
regard to the dividends paid deduction and by excluding net capital gains. The Corporation currently relies on the distributions it receives from the Operating Partnership to make distributions to its
stockholders. Moreover, the Operating Partnership intends to continue to make regular quarterly distributions to its unitholders which, based upon current policy, in the aggregate would equal
approximately $164.7 million on an annualized basis. However, any such distribution, whether for federal income tax purposes or otherwise, would only be paid out of available cash after meeting
both operating requirements and scheduled debt service on the Operating Partnership's debt.

Funds from Operations

The Operating Partnership considers funds from operations ("FFO"), after adjustment for straight-lining of rents, one measure of REIT performance. FFO is defined
as net income (loss) before minority interest of unitholders, computed in accordance with generally accepted accounting principles ("GAAP"), excluding gains (or losses) from debt restructuring, other
extraordinary items, and sales of depreciable rental property, plus real estate-related depreciation and amortization. FFO should not be considered as an alternative to net income as an indication of
the Operating Partnership's performance or to cash flows as a measure of liquidity. FFO presented herein is not necessarily comparable to FFO presented by other real estate companies due to the fact
that not all real estate companies use the same definition. However, the Operating Partnership's FFO is comparable to the FFO of real estate companies that use the current definition of the National
Association of Real Estate Investment Trusts ("NAREIT"), after the adjustment for straight-lining of rents.

46

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FFO
for the three and nine months ended September 30, 2002 and 2001, as calculated in accordance with NAREIT's definition, after adjustment for straight-lining of rents, is
summarized in the following table (in thousands):

|                                                                                                                   |                                                         | Three Months Ended
September 30, |        | Nine Months Ended
September 30, |  
|------------------------------------------------------------------------------------------------------------------ | ------------------------------------------------------- | -------------------------------- | ------ | ------------------------------- | -
|
|Net income                                                                                                         |                                                         | $                                | 42,821 |                                 | $
|(Deduct)/Add: Realized (gains) losses and unrealized losses on disposition of rental property, net                 |                                                         |                                  | (456   | )                               |  
|Add: Real estate-related depreciation and amortization (1)                                                         |                                                         |                                  | 30,216 |                                 |  
|                                                                                                                   | Gain on sale of land                                    |                                  |        |                                |  
|Deduct: Rental income adjustment for straight-lining of rents (2)                                                  |                                                         |                                  | (2,112 | )                               |  
|                                                                                                                   | Equity in earnings from gain on sale of rental property |                                  |        |                                |  
|                                                                                                                   |                                                         |                                  |        |                                 |  
|Funds from operations, after adjustment for straight-lining of rents                                               |                                                         | $                                | 70,469 |                                 | $
|Deduct: Distributions to preferred unitholders                                                                     |                                                         |                                  | (3,925 | )                               |  
|                                                                                                                   |                                                         |                                  |        |                                 |  
|Funds from operations, after adjustment for straight-lining of rents, after distributions to preferred unitholders |                                                         | $                                | 66,544 |                                 | $
|                                                                                                                   |                                                         |                                  |        |                                 |  
|Cash flows provided by operating activities                                                                        |                                                         |                                  | n/a    |                                 |  
|Cash flows used in investing activities                                                                            |                                                         |                                  | n/a    |                                 |  
|Cash flows used in financing activities                                                                            |                                                         |                                  | n/a    |                                 |  
|                                                                                                                   |                                                         |                                  |        |                                 |  
|Basic weighted averages units outstanding (3)                                                                      |                                                         |                                  | 65,372 |                                 |  
|                                                                                                                   |                                                         |                                  |        |                                 |  
|Diluted weighted average units outstanding (3)                                                                     |                                                         |                                  | 71,887 |                                 |  
|                                                                                                                   |                                                         |                                  |        |                                 |  

---

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

|                                            |                                    | Three Months Ended
September 30, |       | Nine Months Ended
September 30,
|------------------------------------------- | ---------------------------------- | -------------------------------- | ----- | -------------------------------
|
|Basic weighted average units:               |                                    | 65,372                           |       | 64,084                         
|Add: Weighted average Preferred Units       |                                    |                                  |       |                                
|                                            | (after conversion to common units) |                                  | 6,231 |                                
|                                            | Stock options                      |                                  | 284   |                                
|                                            | Stock Warrants                     |                                  |      |                                
|                                            |                                    |                                  |       |                                
|Diluted weighted average units outstanding: |                                    | 71,887                           |       | 70,762                         
|                                            |                                    |                                  |       |                                

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

Certain information discussed in this literature may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of
1995 and the federal securities laws, including 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 the Private Securities Litigation Reform Act of 1995 and Section 21E of the Securities Exchange Act of 1934. Such forward-looking
statements relate to, without limitation, the Operating Partnership's future economic performance, plans and objectives for future operations and projections of revenue and other financial items.
Forward-looking statements can be identified by the use of words such as "may," "will," "should," "expect," "anticipate," "estimate," "continue" or comparable terminology. Although the Operating
Partnership believes that the expectations reflected in such forward-looking statements are based upon reasonable assumptions at the time made, it can give no assurance that its expectations will be
achieved. Forward-looking statements are inherently subject to certain risks, trends and uncertainties, many of which the Operating Partnership cannot predict with accuracy and some of which the
Operating Partnership might not even anticipate. Future events and actual results, financial and otherwise, may differ materially from the results discussed in the forward-looking statements. Readers
are cautioned not to place undue reliance on these forward-looking statements. Among the risks, trends and uncertainties are changes in the general economic conditions, including those affecting
industries in which the Operating Partnership's principal tenants compete; any failure of the general economy to recover timely from the current economic downturn; the extent of any tenant
bankruptcies; the Operating Partnership's ability to lease or re-lease space at current or anticipated rents; changes in the supply of and demand for office, office/flex and
industrial/warehouse properties; changes in interest rate levels; changes in operating costs; the Operating Partnership's ability to obtain adequate insurance, including coverage for terrorist acts;
the availability of financing; and other risks associated with the development and acquisition of properties, including risks that the development may not be completed on schedule, that the tenants
will not take occupancy or pay rent, or that development or operating costs may be greater than anticipated. For further information on factors which could impact the Operating Partnership and the
statements contained herein, reference should be made to the Operating Partnership's filings with the Securities and Exchange Commission including Quarterly Reports on Form 10-Q,
Current Reports on Form 8-K and Annual Reports on Form 10-K. The Operating Partnership assumes no obligation to update or supplement forward-looking statements
that become untrue because of subsequent events.

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, our ability to make distributions or payments to our investors.

Approximately
$1.6 billion of the Operating Partnership's long-term debt bears interest at fixed rates and therefore the fair value of these instruments is affected by
changes in market interest rates. The following table presents principal cash flows (in thousands) based upon maturity dates of the debt

48

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obligations and the related weighted-average interest rates by expected maturity dates for the fixed rate debt. The interest rate on the variable rate debt as of September 30, 2002 ranged from
LIBOR plus 65 basis points to LIBOR plus 70 basis points.

September 30, 2002 (in thousands)

|Debt,
including current portion |  | 10/1/02 -
12/31/02 |      | 2003 |   | 2004    |   | 2005 |         | 2006 |   | Thereafter |   | Total |         | Fair Value
|------------------------------- |  | ------------------ | ---- | ---- | - | ------- | - | ---- | ------- | ---- | - | ---------- | - | ----- | ------- | ----------
|Fixed Rate                      |  | $                  | 844  |      | $ | 195,501 |   | $    | 312,110 |      | $ | 254,598    |   | $     | 219,814 |           
|Average Interest Rate           |  |                    | 7.72 | %    |   | 7.30    | % |      | 7.34    | %    |   | 7.13       | % |       | 7.06    | %         
|Variable Rate                   |  |                    |      |      |   |         |   |      |         |      | $ | 119,000    |   |       |         |           

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 adversely affect its operating results and liquidity.

Item 4. Controls and Procedures

49

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MACK-CALI REALTY, L.P.    Part IIOther Information

Item 1. Legal Proceedings

Pursuant to an agreement with the City of Jersey City, New Jersey, the Operating Partnership is required to make payments in lieu of property taxes ("PILOT") on
its Harborside Plaza 2 and 3 properties. The agreement, which commenced in 1990, is for a term of 15 years. Such PILOT is equal to two percent of Total Project Costs, as defined, in year one
and increases by $75,000 per annum through year 15. Total Project Costs, as defined, are $145.6 million. The PILOT totaled $945,000 and $941,000 for the three months ended September 30,
2002 and 2001, respectively, and $2.8 million and $2.8 million for the nine months ended September 30, 2002 and 2001, respectively. The PILOT on these two properties has been
challenged as part of a larger effort by several neighboring towns to question past practices of the City of Jersey City in attracting large development. If this challenge is successful, the
properties will be placed back on the regular tax roles for tax years beginning with 1998. While the Operating Partnership cannot at this time determine the likely outcome of this challenge, the
effect, if successful, of the challenge on the tax assessments against the properties, or the amount of the increase, if any, in taxes assessed resulting from a successful challenge, the Operating
Partnership does not believe that the outcome will result in a material adverse impact to the Operating Partnership as there is the potential that the majority of any increase in the expense at the
properties may be passed along to the properties' tenants.

Item 2. Changes in Securities and Use of Proceeds

Not Applicable.

Item 3. Defaults Upon Senior Securities

Not Applicable.

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

Not Applicable.

Item 5. Other Information

Not Applicable.

50

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MACK-CALI REALTY, L.P.    Part IIOther Information (continued)

Item 6. Exhibits and Reports on Form 8-K

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

|Exhibit
Number |  | Exhibit Title                                                                                                                                                                                                                                                                                                        
|-------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1            |  | Restated Charter of Mack-Cali Realty Corporation dated June 11, 2001 (filed as Exhibit 3.1 to the Operating Partnership's Form 10-Q dated June 30, 2001 and incorporated herein by
reference).                                                                                                                       
|3.2            |  | Amended and Restated Bylaws of Mack-Cali Realty Corporation dated June 10, 1999 (filed as Exhibit 3.2 to the Corporation's Form 8-K dated June 10, 1999 and incorporated herein by reference).                                                                                                                       
|3.3            |  | 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).                                                                                 
|3.4            |  | 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).
|3.5            |  | 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).                                                           
|4.1            |  | Amended and Restated Shareholder Rights Agreement, dated as of March 7, 2000, between Mack-Cali Realty Corporation and EquiServe Trust Company, N.A., as Rights Agent (filed as Exhibit 4.1 to the Operating Partnership's Form 8-K dated
March 7, 2000 and incorporated herein by reference).                       
|4.2            |  | Amendment No. 1 to the Amended and Restated Shareholder Rights Agreement, dated as of June 27, 2000, by and among Mack-Cali Realty Corporation and EquiServe Trust Company, N.A. (filed as Exhibit 4.1 to the Operating Partnership's
Form 8-K dated June 27, 2000 and incorporated herein by reference).            
|4.3            |  | Indenture dated as of March 16, 1999, by and among Mack-Cali Realty, L.P., as issuer, Mack-Cali Realty Corporation, as guarantor, and Wilmington Trust Company, as trustee (filed as Exhibit 4.1 to the Operating Partnership's Form 8-K
dated March 16, 1999 and incorporated herein by reference).                 
|4.4            |  | Supplemental Indenture No. 1 dated as of March 16, 1999, by and among Mack-Cali Realty, L.P., as issuer, and Wilmington Trust Company, as trustee (filed as Exhibit 4.2 to the Operating Partnership's Form 8-K dated March 16,
1999 and incorporated herein by reference).                                          
|4.5            |  | Supplemental Indenture No. 2 dated as of August 2, 1999, by and among Mack-Cali Realty, L.P., as issuer, and Wilmington Trust Company, as trustee (filed as Exhibit 4.4 to the Operating Partnership's Form 10-Q dated June 30,
1999 and incorporated herein by reference).                                          
|               |  |                                                                                                                                                                                                                                                                                                                      

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|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).  
|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).                               
|      |  |                                                                                                                                                                                                                                                                                  

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|10.12  |  | 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).
|------ |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.13  |  | 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).                                                                                                                                                                                                                                                                                                                       
|10.14  |  | First Amendment to Contribution and Exchange Agreement, dated as of December 11, 1997, by and among the Cali Realty 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).                                                                                                                                                                                                                                                                                                                                                                                                                            
|10.15  |  | 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).                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|10.16  |  | 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).                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|10.17  |  | 2000 Employee Stock Option Plan (filed as Exhibit 10.1 to the Corporation's Registration Statement on Form S-8, Registration No. 333-52478, and incorporated herein by reference), as amended by the First Amendment to the 2000 Employee
Stock Option Plan (filed as Exhibit 10.17 to the Operating Partnership's Form 10-Q dated June 30, 2002 and incorporated herein by reference).                                                                                                                                                                                                                                                                                                            
|10.18  |  | 2000 Director Stock Option Plan (filed as Exhibit 10.2 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 Director
Stock Option Plan (filed as Exhibit 10.18 to the Operating Partnership's Form 10-Q dated June 30, 2002 and incorporated herein by reference).                                                                                                                                                                                                                                                                                                            
|10.19* |  | Agreement of Sale and Purchase dated as of July 2, 2002 by and between Mack-Cali Beardsley Limited Partnership, an Arizona limited partnership, and Summit Commercial Properties, Inc., a California corporation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|10.20* |  | First Amendment dated as of August 15, 2002 to Agreement of Sale and Purchase dated as of July 2, 2002 by and between Mack-Cali Beardsley Limited Partnership, an Arizona limited partnership, and Summit Commercial Properties, Inc., a
California corporation.                                                                                                                                                                                                                                                                                                                                                                                                                                   
|10.21* |  | Second Amendment dated as of September __, 2002 to Agreement of Sale and Purchase dated as of July 2, 2002 by and between Mack-Cali Beardsley Limited Partnership, an Arizona limited partnership, and Summit Commercial Properties, Inc., a
California corporation.                                                                                                                                                                                                                                                                                                                                                                                                                               
|10.22* |  | Agreement of Sale and Purchase dated as of July 2, 2002 by and between Mack-Cali Realty 9060, L.L.C., an Arizona limited liability company, and Summit Commercial Properties, Inc., a California corporation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

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|10.23* |  | First Amendment dated as of August 15, 2002 to Agreement of Sale and Purchase dated as of July 2, 2002 by and between Mack-Cali Realty 9060, L.L.C., an Arizona limited liability company, and Summit Commercial Properties, Inc., a
California corporation.                                                                                                                                                                                                                                                                                                                                                                   
|------ |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.24* |  | Second Amendment dated as of September __, 2002 to Agreement of Sale and Purchase dated as of July 2, 2002 by and between Mack-Cali Realty 9060, L.L.C., an Arizona limited liability company, and Summit Commercial Properties, Inc., a
California corporation.                                                                                                                                                                                                                                                                                                                                                               
|10.25* |  | Agreement of Sale and Purchase dated as of July 2, 2002 by and between Mack-Cali Glendale Limited Partnership, an Arizona limited partnership, and Summit Commercial Properties, Inc., a California corporation.                                                                                                                                                                                                                                                                                                                                                                                                               
|10.26* |  | First Amendment dated as of August 15, 2002 to Agreement of Sale and Purchase dated as of July 2, 2002 by and between Mack-Cali Glendale Limited Partnership, an Arizona limited partnership, and Summit Commercial Properties, Inc., a
California corporation.                                                                                                                                                                                                                                                                                                                                                                
|10.27* |  | Second Amendment dated as of September __, 2002 to Agreement of Sale and Purchase dated as of July 2, 2002 by and between Mack-Cali Glendale Limited Partnership, an Arizona limited partnership, and Summit Commercial Properties, Inc., a
California corporation.                                                                                                                                                                                                                                                                                                                                                            
|10.28* |  | 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.
|10.29* |  | Indemnification Agreement dated October 22, 2002 by and between Mack-Cali Realty Corporation and John Crandall.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

During
the third quarter of 2002, the Operating Partnership filed a report on Form 8-K dated August 14, 2002 furnishing under Items 7 and 9 the transmittal
letter and certifications of the Corporation's Chief Executive Officer, Mitchell E. Hersh, and Chief Financial Officer, Barry Lefkowitz, pursuant to Section 906 of the Sarbanes-Oxley Act of
2002, to be codified at 18 U.S.C. Section 1350, that accompanied the Operating Partnership's Quarterly Report on Form 10-Q dated June 30, 2002.

The
Operating Partnership also filed a report on Form 8-K dated September 27, 2002 filing under Items 5 and 7 the Amended and Restated Revolving Credit
Agreement among Mack-Cali Realty, L.P. and JPMorgan Chase Bank, Fleet National Bank, and other lenders that may become party to the Amended and Restated Revolving Credit Agreement, dated
September 27, 2002, together with the related press release.

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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:                               
|Date: November 12, 2002 |  | By:                               
|Date: November 12, 2002 |  | By:                               

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MACK-CALI REALTY, L.P.    Certification

I,
Mitchell E. Hersh, Chief Executive Officer of Mack-Cali Realty Corporation, the general partner of Mack-Cali Realty, L.P., certify that:





|Date: November 12, 2002 |  | By: | /s/MITCHELL E. HERSHMitchell E. Hersh
Chief Executive Officer of Mack-Cali Realty
Corporation, the general partner of Mack-Cali
Realty, L.P.
|----------------------- |  | --- | --------------------------------------------------------------------------------------------------------------------------------------------

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MACK-CALI REALTY, L.P.  Certification

I,
Barry Lefkowitz, Chief Financial Officer of Mack-Cali Realty Corporation, the general partner of Mack-Cali Realty, L.P., certify that:





|Date: November 12, 2002 |  | By: | /s/BARRY LEFKOWITZBarry Lefkowitz
Executive Vice President &
Chief Financial Officer of Mack-Cali Realty
Corporation, the general partner of Mack-Cali
Realty, L.P.
|----------------------- |  | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------

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