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                                                                     Exhibit 3.1

                          MACK-CALI REALTY CORPORATION

                             ARTICLES OF RESTATEMENT


         Mack-Cali Realty Corporation, a Maryland corporation (the
"Corporation"), having its principal office in the State of Maryland at c/o
CSC-Lawyers Incorporating Service Company, 11 East Chase Street, Baltimore,
Maryland 21202, hereby certifies to the State Department of Assessments and
Taxation of Maryland that:

         FIRST: The Corporation desires to and does hereby restate its charter
as currently in effect.

         SECOND: The following provisions are all the provisions of the charter
of the Corporation currently in effect, as restated herein:

                                    ARTICLE I

                                      NAME

         The name of the corporation (the "Corporation") is:

                          Mack-Cali Realty Corporation

                                   ARTICLE II

                                     PURPOSE

         The purposes for which the Corporation is formed are to engage in any
lawful act or activity (including, without limitation or obligation, engaging in
business as a real estate investment trust under the Internal Revenue Code of
1986, as amended, or any successor statute (the "Code")) for which corporations
may be organized under the general laws of the State of Maryland as now or
hereafter in force. For purposes of these Articles, "REIT" means a real estate
investment trust under Sections 856 through 860 of the Code.
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                                   ARTICLE III

                  PRINCIPAL OFFICE IN STATE AND RESIDENT AGENT

         The post office address of the principal office of the Corporation in
the State of Maryland is c/o CSC-Lawyers Incorporating Service Company, 11 East
Chase Street, Baltimore, Maryland 21202. The name of the resident agent of the
Corporation in the State of Maryland is CSC-Lawyers Incorporating Service
Company, 11 East Chase Street, Baltimore, Maryland 21202. The resident agent is
a corporation located in the State of Maryland.

                                   ARTICLE IV

                                      STOCK

         Section 1. AUTHORIZED SHARES. The total number of shares of stock which
the Corporation has authority to issue is 195,000,000 shares, of which
190,000,000 shares are shares of Common Stock, $.01 par value per share ("Common
Stock") and 5,000,000 shares are shares of Preferred Stock, $.01 par value per
share ("Preferred Stock"). The aggregate par value of all authorized shares of
stock having par value is $1,950,000.

         Section 2. VOTING RIGHTS. Subject to the provisions of Article VI
hereof, each share of Common Stock shall entitle the holder thereof to one (1)
vote. The Board of Directors of the Corporation may authorize the issuance from
time to time of shares of its Common Stock, whether now or hereafter authorized,
for such consideration as the Board of Directors may deem advisable, subject to
such restrictions or limitations, if any, as may be set forth in the Bylaws of
the Corporation.

         Section 3. ISSUANCE OF PREFERRED STOCK. The Preferred Stock may be
issued, from time to time, in one or more series as authorized by the Board of
Directors. Prior to issuance of shares of each series, the Board of Directors by
resolution shall designate that series to distinguish it from all other series
and classes of stock of the Corporation, shall specify the number of shares to
be included in the series and, subject to the provisions of Article VI hereof,
shall set the terms, preferences, conversion or other rights, voting powers,
restrictions, limitations as to dividends or other distributions, qualifications
and terms or conditions of redemption. Subject to the express terms of any other
series of Preferred Stock outstanding at the time and notwithstanding any other
provision of the charter, the Board of Directors may increase or decrease the
number of shares of, or alter the designation or classify or reclassify, any
unissued shares of any series of Preferred Stock by setting or changing, in any
one or more respects, from time to time before issuing the shares, and, subject
to the provisions of Article VI hereof, the terms, preferences, conversion or
other rights, voting powers, restrictions, limitations as to dividends or other
distributions, qualifications or terms or conditions of redemption of the shares
of any series of Preferred Stock.


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         Section 4. ARTICLES OF INCORPORATION AND BYLAWS. All persons who shall
acquire stock in the Corporation shall acquire the same subject to the
provisions of the articles of incorporation and the Bylaws of the Corporation.

         Section 5. AUTHORIZED SERIES OF PREFERRED STOCK. Pursuant to the
authority vested in the Board of Directors under Section 3 of this Article IV,
the Board of Directors has classified, and authorized for issuance, 200,000
shares of Preferred Stock as a separate series designated as "Series A Junior
Participating Preferred Stock" ("Series A Preferred Stock") and having the
terms, preferences, conversion or other rights, voting powers, restrictions,
limitations as to dividends and other distributions, qualifications and terms
and conditions of redemption set forth on Exhibit A attached hereto and
incorporated herein by reference.

                                   ARTICLE V

                        PROVISIONS FOR DEFINING, LIMITING
                      AND REGULATING CERTAIN POWERS OF THE
                CORPORATION AND OF THE STOCKHOLDERS AND DIRECTORS

         Section 1. NUMBER AND CLASSIFICATION. The number of directors of the
Corporation initially shall be four (4) until the date of the Initial Public
Offering (as defined below), which number may be increased or decreased pursuant
to the Bylaws of the Corporation; PROVIDED, HOWEVER, that (a) if there is stock
outstanding and so long as there are three (3) or more stockholders, the number
of directors shall never be less than three (3) and (b) if there is stock
outstanding and so long as there are less than three (3) stockholders, the
number of directors may be less than three but not less than the number of
stockholders. From and after the date of the Initial Public Offering, the number
of directors of the Corporation shall be nine, which number may be increased or
decreased in accordance with the Bylaws of the Corporation.

         The directors shall be divided into three (3) classes designated as
Class I, Class II and Class III, as nearly equal in number as possible, with a
term of three (3) years each, and the terms of office of one class shall expire
each year. Class I directors shall hold office initially for a term expiring at
the annual meeting of stockholders in 1995, Class II directors shall hold office
initially for a term expiring at the annual meeting of stockholders in 1996 and
Class III directors shall hold office initially for a term expiring at the
annual meeting of stockholders in 1997. Beginning with the annual meeting of
stockholders in 1995 and at each succeeding annual meeting of stockholders, the
directors of the class of directors whose term expires at such meeting will be
elected to hold office for a term expiring at the third-succeeding annual
meeting. Each director will hold office for the term for which he or she is
elected and until his or her successor is duly elected and qualifies.

         Section 2. REMOVAL. A director may be removed only for cause and only
by the affirmative vote of at least two-thirds (2/3) of all the votes entitled
to be cast for the election of directors. A special meeting of the stockholders
may be called, in


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accordance with the Bylaws of the Corporation, for the purpose of removing a
director.

         Section 3. VACANCIES. Should a vacancy in the Board of Directors occur
or be created (whether arising through death, retirement, resignation or removal
of a director), such vacancy shall be filled by the affirmative vote of a
majority of the remaining directors, even though less than a quorum of the Board
of Directors, except that any vacancy which results from an increase in the
number of directors shall be filled by the affirmative vote of a majority of the
entire Board of Directors. A director so elected to fill a vacancy shall serve
for the remainder of the term of the class to which he was elected.

         Section 4. AUTHORIZATION BY BOARD OF STOCK ISSUANCE. The Board of
Directors of the Corporation may authorize the issuance from time to time of
shares of its stock of any class, whether now or hereafter authorized, or
securities convertible into shares of its stock of any class, whether now or
hereafter authorized, for such consideration as the Board of Directors may deem
advisable, subject to such restrictions or limitations, if any, as may be set
forth in the articles of incorporation or the Bylaws of the Corporation or in
the general laws of the State of Maryland.

         Section 5. PREEMPTIVE RIGHTS. Except as may be provided by the Board of
Directors in authorizing the issuance of shares of Preferred Stock pursuant to
Article IV, Section 3, no holder of shares of stock of the Corporation shall
have any preemptive right to purchase or subscribe for any additional shares of
the stock of the Corporation or any other security of the Corporation which it
may issue or sell.

         Section 6. INDEMNIFICATION. The Corporation shall have the power, to
the maximum extent permitted by Maryland law in effect from time to time, to
obligate itself to indemnify, and to pay or reimburse reasonable expenses in
advance of final disposition of a proceeding to, (i) any individual who is a
present or former director or officer of the Corporation or (ii) any individual
who, while a director of the Corporation and at the request of the Corporation,
serves or has served another corporation, partnership, joint venture, trust,
employee benefit plan or any other enterprise as a director, officer, partner or
trustee of such corporation, partnership, joint venture, trust, employee benefit
plan or other enterprise. The Corporation shall have the power, with the
approval of its Board of Directors, to provide such indemnification and
advancement of expenses to a person who served a predecessor of the Corporation
in any of the capacities described in (i) or (ii) above and to any employee or
agent of the Corporation or a predecessor of the Corporation.

         Section 7. RELATED PARTY TRANSACTIONS. Without limiting any other
procedures available by law or otherwise to the Corporation, the Board of
Directors may authorize any transaction with any person, corporation,
association, company, trust, partnership (limited or general) or other
organization, although one or more of the directors or officers of the
Corporation may be a party to any such agreement or an officer, director,
stockholder or member of such other party, and no such agreement or transaction
shall be invalidated or rendered void or voidable solely by reason of the


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existence of any such relationship if the existence is disclosed or known to the
Board of Directors, and the contract or transaction is approved by the
affirmative vote of a majority of the disinterested directors, even if they
constitute less than a quorum of the Board. Any director of the Corporation who
is also a director, officer, stockholder or member of such other entity may be
counted in determining the existence of a quorum at any meeting of the Board of
Directors considering such matter.

         Section 8. DETERMINATIONS BY BOARD. The determination as to any of the
following matters, made in good faith by or pursuant to the direction of the
Board of Directors consistent with the articles of incorporation of the
Corporation and in the absence of actual receipt of an improper benefit in
money, property or services or active and deliberate dishonesty established by a
court, shall be final and conclusive and shall be binding upon the Corporation
and every holder of shares of its stock: the amount of the net income of the
Corporation for any period and the amount of assets at any time legally
available for the payment of dividends, redemption of its stock or the payment
of other distributions on its stock; the amount of paid-in surplus, net assets,
other surplus, annual or other net profit, net assets in excess of capital,
undivided profits or excess of profits over losses on sales of assets; the
amount, purpose, time of creation, increase or decrease, alteration or
cancellation of any reserves or charges and the propriety thereof (whether or
not any obligation or liability for which such reserves or charges shall have
been created shall have been paid or discharged); the fair value, or any sale,
bid or asked price to be applied in determining the fair value, of any asset
owned or held by the Corporation; and any matters relating to the acquisition,
holding and disposition of any assets by the Corporation.

         Section 9. RESERVED POWERS OF BOARD. The enumeration and definition of
particular powers of the Board of Directors included in this Article V shall in
no way be limited or restricted by reference to or inference from the terms of
any other clause of this or any other provision of the articles of incorporation
of the Corporation, or construed or deemed by inference or otherwise in any
manner to exclude or limit the powers conferred upon the Board of Directors
under the general laws or the State of Maryland as now or hereafter in force.

         Section 10. REIT QUALIFICATION. The Board of Directors shall use its
reasonable best efforts to cause the Corporation and its stockholders to qualify
for U.S. Federal income tax treatment in accordance with the provisions of the
Code applicable to a REIT. In furtherance of the foregoing, the Board of
Directors shall use its reasonable efforts to take such actions as are
necessary, and may take such actions as in its sole judgment and discretion are
desirable, to preserve the status of the Corporation as a REIT, PROVIDED,
HOWEVER, that if the Board of Directors determines that it is no longer in the
best interests of the Corporation to continue to have the Corporation qualify as
a REIT, the Board of Directors may revoke or otherwise terminate the
Corporation's REIT election pursuant to Section 856(g) of the Code.


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         Section 11. SUBTITLE 8 ELECTION IN BYLAWS. Pursuant to Title 3,
Subtitle 8 of the Maryland General Corporation Law (the "MGCL"), the Board of
Directors of the Corporation, by resolution duly adopted at a duly called
meeting held on June 10, 1999, amended the Bylaws of the Corporation to provide
that the Corporation elects to be subject to the provisions of Section 3-804 of
the MGCL.

                                   ARTICLE VI

                                 REIT PROVISIONS

         Section 1. DEFINITIONS. The following terms shall have the following
meanings:

                  (a) "Acquire" shall mean the acquisition of Beneficial
Ownership of shares of capital stock of the Corporation by any means including,
without limitation, acquisition pursuant to the exercise of any option, warrant,
pledge or other security interest or similar right to acquire shares, but shall
not include the acquisition of any such rights unless, as a result, the acquiror
would be considered a Beneficial Owner, as defined below.

                  (b) "Beneficial Ownership" shall mean ownership of capital
stock of the Corporation by a Person who would be treated as an owner of such
shares of capital stock either directly or indirectly under Section 542(a)(2) of
the Code, taking into account, for this purpose, constructive ownership
determined under Section 544 of the Code, as modified by Section 856(h)(1)(B) of
the Code (except where expressly provided otherwise). The terms "Beneficial
Owner," "Beneficial Owns" and "Beneficially Owned" shall have the correlative
meanings.

                  (c) "Code" shall mean the Internal Revenue Code of 1986, as
amended.

                  (d) "Initial Public Offering" shall mean the sale of shares of
Common Stock pursuant to the Corporation's first effective registration
statement for such Common Stock filed under the Securities Act of 1933, as
amended.

                  (e) "Ownership Limit" shall mean 9.8% of the outstanding
capital stock of the Corporation.

                  (f) "Person" shall mean an individual, corporation,
partnership, estate, trust (including a trust qualified under Section 401(a) or
501(c)(17) of the Code), a portion of a trust permanently set aside for or to be
used exclusively for the purposes described in Section 642(c) of the Code,
association, private foundation within the meaning of Section 509(a) of the
Code, joint stock company or other entity and also includes a group as that term
is used for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934,
as amended; but does not include an underwriter that participates in a public
offering of the Common Stock for a period of 90 days following purchase by such
underwriter of the Common Stock.


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                  (g) "REIT" shall mean a Real Estate Investment Trust under
Section 856 of the Code.

                  (h) "Redemption Price" shall mean the lower of (i) the price
paid by the transferee from whom shares are being redeemed and (ii) the average
of the last reported sales prices on the New York Stock Exchange of the class of
capital stock to be redeemed on the ten trading days immediately preceding the
date fixed for redemption by the Board of Directors, or if such capital stock is
not then traded on the New York Stock Exchange, the average of the last reported
sales prices of such capital stock on the ten trading days immediately preceding
the relevant date as reported on any exchange or quotation system over which
such capital stock may be traded, or if such capital stock is not then traded
over any exchange or quotation system, then the price determined in good faith
by the Board of Directors of the Corporation as the fair market value of shares
of such capital stock on the relevant date. The Redemption Price may, at the
option of the Corporation, be paid in the form of Units. If the shares to be
redeemed are shares of Common Stock, the number of Units to be paid shall equal
the number of shares redeemed. If the shares to be redeemed are not shares of
Common Stock, the number of Units to be paid shall be the number determined in
good faith by the Board of Directors of the Corporation to be equal to the value
of the shares to be redeemed.

                  (i) "Restriction Termination Date" shall mean the first day
after the date of the Initial Public Offering on which the Board of Directors of
the Corporation determine that it is no longer in the best interests of the
Corporation to attempt to, or continue to, qualify as a REIT.

                  (j) "Transfer" shall mean any sale, transfer, gift,
assignment, devise or other disposition of capital stock or the right to vote or
receive dividends on capital stock (including (i) the granting of any option or
entering into any agreement for the sale, transfer or other disposition of
capital stock or (ii) the sale, transfer, assignment or other disposition or
grant of any securities or rights convertible into or exchangeable for capital
stock, or the right to vote or receive dividends on capital stock), whether
voluntary or involuntary, whether of record or beneficially and whether by
operation of law or otherwise.

                  (k) "Units" shall mean limited partnership interests in
Mack-Cali Realty, L.P., a Delaware limited partnership.

         Section 2. RESTRICTIONS.

                  (a) Except as provided in Section 8 of this Article VI, during
the period commencing on the date of the Initial Public Offering and prior to
the Restriction Termination Date: (i) no Person shall Acquire any shares of
capital stock if, as a result of such acquisition, such Person shall
Beneficially Own shares of capital stock in excess of the Ownership Limit; (ii)
no Person shall Acquire any shares of capital stock if, as a result of such
acquisition, the capital stock would be directly or indirectly owned by less
than 100 Persons (determined without reference to the rules


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of attribution under Section 544 of the Code); and (iii) no Person shall Acquire
any shares if, as a result of such acquisition, the Corporation would be
"closely held" within the meaning of Section 856(h) of the Code.

                  (b) Any Transfer that would result in a violation of the
restrictions in Section 2(a) of this Article VI shall be void AB INITIO as to
the Transfer of such shares of capital stock that would cause the violation of
the applicable restriction in Section 2(a) of this Article VI, and the purported
transferee shall acquire no rights in such shares of capital stock.

         Section 3. REMEDIES FOR BREACH.

                  (a) If the Board of Directors or a committee thereof shall at
any time determine in good faith that a Transfer has taken place that falls
within the scope of Section 2(b) of this Article VI or that a Person intends to
Acquire Beneficial Ownership of any shares of the Corporation that will result
in violation of Sections 2(a) or 2(b) of this Article VI (whether or not such
violation is intended), the Board of Directors or a committee thereof shall take
such action as it or they deem advisable to refuse to give effect to or to
prevent such Transfer, including, but not limited to, refusing to give effect to
such Transfer on the books of the Corporation or instituting proceedings to
enjoin such Transfer.

                  (b) Without limitation to Sections 2(b) and 3(a) of this
Article VI, any purported transferee of shares acquired in violation of Section
2 of this Article VI shall, if it shall be deemed to have received any shares,
be deemed to have acted as agent on behalf of the Corporation in acquiring such
of the Shares as result in a violation of Section 2 of this Article VI and shall
be deemed to hold such Shares in trust on behalf and for the benefit of the
Corporation. The purported transferee shall have no right to receive dividends
or other distributions with respect to such shares, and shall have no right to
vote such shares. The Corporation shall pay dividends declared but not paid,
(because the Transfer to the purported transferee violated the ownership
restrictions as set forth in Section 2 (a) of this Article VI), to the permitted
transferee in the event that the purported transferee resells such shares to a
permitted transferee (as described below). Such purported transferee shall have
no claim, cause of action, or any other recourse whatsoever against a transferor
of shares acquired in violation of Section 2 of this Article VI. The purported
transferee's only rights with respect to such shares shall be to (i) resell such
shares to a permitted transferee in a transfer that is not violative of any
provision of the ownership restrictions as set forth in Section 2(a) of this
Article VI, or (ii) absent such sale, to receive the Redemption Price pursuant
to Section 3(c) of this Article VI.

                  (c) The Board of Directors shall, within six months after
receiving notice of a Transfer that violates Section 2(a) of this Article VI,
redeem all shares held in trust for the Corporation pursuant to Section 3 (b) of
this Article VI for the Redemption Price within such six-month period on such
date as the Board of Directors may determine if such purported transferee has
not resold the shares to a permitted transferee in a Transfer which is not
violative of any provision of the


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ownership restrictions as set forth in Section 2(a) of this Article VI. If the
Board of Directors directs the purported transferee to sell the shares, the
purported transferee shall receive such proceeds as trustee for the Corporation
and pay the Corporation out of the proceeds of such sale all expenses incurred
by the Corporation in connection with such sale plus any remaining amount of
such proceeds that exceeds the amount paid by the purported transferee for the
shares, and the purported transferee shall be entitled to retain only any
proceeds in excess of such amounts required to be paid to the Corporation.

         Section 4. NOTICE OF RESTRICTED TRANSFER. Any Person who acquires or
attempts or intends to acquire shares in violation of Section 2 of this Article
VI shall immediately give written notice to the Corporation of such event and
shall provide to the Corporation such other information as the Corporation may
request in order to determine the effect, if any, of such Transfer or attempted
or intended Transfer on the Corporation's status as a REIT.

         Section 5. OWNERS REQUIRED TO PROVIDE INFORMATION. From the date of the
Initial Public Offering and prior to the Restriction Termination Date:

                  (a) every stockholder of record of more than 5% (or such lower
percentage as required by the Code or regulations promulgated thereunder) of the
outstanding capital stock of the Corporation shall, within 30 days after
December 31 of each year, give written notice to the Corporation stating the
name and address of such record stockholder, the number of shares Beneficially
Owned by it, and a description of how such shares are held; PROVIDED THAT a
shareholder of record who holds outstanding capital stock of the Corporation as
nominee for another person, which other person is required to include in gross
income the dividends received on such capital stock (an "Actual Owner"), shall
give written notice to the Corporation stating the name and address of such
Actual Owner and the number of shares of such Actual Owner with respect to which
the stockholder of record is nominee.

                  (b) every Actual Owner of more than 5% (or such lower
percentage as required by the Code or regulations promulgated thereunder) of the
outstanding capital stock of the Corporation who is not a stockholder of record
of the Corporation, shall within 30 days after December 31 of each year, give
written notice to the Corporation stating the name and address of such Actual
Owner, the number of shares Beneficially Owned, and a description of how such
shares are held.

                  (c) each Person who is a Beneficial Owner of capital stock and
each Person (including a stockholder of record) who is holding capital stock for
a Beneficial Owner shall provide to the Corporation such information as the
Corporation may request, in good faith, in order to determine the Corporation's
status as a REIT.

         Section 6. REMEDIES NOT LIMITED. Subject to Section 11 of this Article
VI, nothing contained in this Article VI shall limit the authority of the Board
of Directors


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to take such other action as it deems necessary or advisable to protect the
Corporation and the interests of its stockholders in preserving the
Corporation's status as a REIT.

         Section 7. AMBIGUITY. In the case of an ambiguity in the application of
any of the provisions of this Article VI, including any definition contained in
Section 1 of this Article VI, the Board of Directors shall have the power to
determine the application of the provisions of this Article VI with respect to
any situation based on the facts known to it.

         Section 8. EXCEPTION. The Board of Directors may, upon receipt of
either a certified copy of a ruling from the Internal Revenue Service or an
opinion of counsel satisfactory to the Board of Directors, but shall in no case
be required to, exempt a Person (the "Exempted Holder") from the Ownership Limit
if the ruling or opinion concludes that no Person who is an individual as
defined in Section 542(a)(2) of the Code will, as the result of the ownership of
shares by the Exempted Holder, be considered to have Beneficial Ownership of an
amount of capital stock that will violate the Ownership Limit.

         Section 9. LEGEND. Each certificate for capital stock of the
Corporation shall bear the following legend:

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

         Section 10. SEVERABILITY. If any provision of this Article VI or any
application of any such provision is determined to be invalid by any Federal or
state court having jurisdiction over the issues, the validity of the remaining
provisions shall be affected, and other applications of such provisions shall be
affected, only to the extent necessary to comply with the determination of such
court.


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         Section 11. NYSE SETTLEMENT. Notwithstanding any provision contained
herein to the contrary, nothing in these Articles of Restatement shall preclude
settlement of any transaction concerning the Corporation's capital stock entered
into through the facilities of the New York Stock Exchange.

                                   ARTICLE VII

                   AMENDMENTS AND OTHER EXTRAORDINARY ACTIONS

         Section 1. GENERAL POWER TO AMEND CHARTER. The Corporation reserves the
right from time to time to make any amendment to its charter, now or hereafter
authorized by law, including any amendment altering the terms or contract
rights, as expressly set forth in this charter, of any shares of outstanding
stock. All rights and powers conferred by the charter of the Corporation on
stockholders, directors and officers are granted subject to this reservation.

         Section 2. VOTE REQUIRED. Except as specifically required in Article V,
Section 2 of the charter of the Corporation, notwithstanding any provision of
law requiring a greater proportion of the votes entitled to be cast by the
stockholders in order to take or approve any action, such action shall be valid
and effective if taken or approved by the affirmative vote of at least a
majority of all votes entitled to be cast by the stockholders on the matter.

                                  ARTICLE VIII

                             LIMITATION OF LIABILITY

         To the maximum extent that Maryland law in effect from time to time
permits limitation of the liability of directors and officers, no director or
officer of the Corporation shall be liable to the Corporation or its
stockholders for money damages. Neither the amendment nor repeal of this Article
VIII, nor the adoption or amendment of any other provision of the articles of
incorporation or Bylaws of the Corporation inconsistent with this Article VIII,
shall apply to or affect in any respect the applicability of the preceding
sentence with respect to any act or failure to act which occurred prior to such
amendment, repeal or adoption.

         THIRD: These Articles of Restatement do not amend the charter of the
Corporation.

         FOURTH: The foregoing restatement of the charter of the Corporation has
been approved by a majority of the entire Board of Directors.

         FIFTH: The current address of the principal office of the Corporation
is as set forth in Article III of the foregoing restatement of the charter.


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         SIXTH: The name and address of the Corporation's current resident agent
is as set forth in Article III of the foregoing restatement of the charter.

         SEVENTH: The number of directors of the Corporation currently is 13 and
the names and classes of those currently in office are as follows:

                    Robert F. Weinberg                     Class III
                    Brendan T. Byrne                       Class I
                    John R. Cali                           Class III
                    John J. Cali                           Class III
                    Nathan Gantcher                        Class II
                    Martin D. Gruss                        Class I
                    Mitchell E. Hersh                      Class III
                    Earle I. Mack                          Class II
                    William L. Mack                        Class II
                    Alan G. Philibosian                    Class II
                    Irvin D. Reid                          Class III
                    Vincent Tese                           Class I
                    Roy J. Zuckerberg                      Class I

         EIGHTH: The undersigned Chief Executive Officer acknowledges these
Articles of Restatement to be the corporate act of the Corporation and, as to
all matters or facts required to be verified under oath, the undersigned Chief
Executive Officer acknowledges that, to the best of his knowledge, information
and belief, these matters and facts are true in all material respects and that
this statement is made under the penalties for perjury.


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         IN WITNESS WHEREOF, the Corporation has caused these Articles of
Restatement to be signed in its name and on its behalf by its Chief Executive
Officer and attested to by its Secretary on this 11th day of June, 2001.

                                        MACK-CALI REALTY CORPORATION


                                        By: /s/ Mitchell E. Hersh         (SEAL)
                                           -------------------------------
                                           Name:  Mitchell E. Hersh
                                           Title: Chief Executive Officer


Attest:


/s/ Roger W. Thomas
------------------------------------
Name:  Roger W. Thomas
Title: Executive Vice President,
       General Counsel and Secretary


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                                    EXHIBIT A

                          MACK-CALI REALTY CORPORATION

                  SERIES A JUNIOR PARTICIPATING PREFERRED STOCK

         The number of shares, terms, preferences, conversion or other rights,
voting powers, restrictions, limitations as to dividends and other
distributions, qualifications and terms or conditions of redemption of the
separate series of Preferred Stock of Mack-Cali Realty Corporation (the
"Company") designated as Series A Junior Participating Preferred Stock are as
follows:

         Section 1. DESIGNATION AND AMOUNT. This series of Preferred Stock shall
be designated the "Series A Junior Participating Preferred Stock" (the "Series A
Preferred Stock") and the number of shares which shall constitute the Series A
Preferred Stock shall be 200,000 shares. Such number of shares may be increased
or decreased by resolution of the Board of Directors; provided, that no decrease
shall reduce the number of shares of Series A Preferred Stock to a number less
than the number of shares then outstanding plus the number of shares reserved
for issuance upon the exercise of outstanding options, rights or warrants or
upon the conversion of any outstanding securities issued by the Company
convertible into Series A Preferred Stock.

         Section 2. DIVIDEND RIGHTS. (a) Subject to the rights of holders of any
shares of any series of Preferred Stock (or any similar stock) ranking prior and
superior to the Series A Preferred Stock with respect to dividends, the holders
of shares of Series A Preferred Stock, in preference to the holders of common
stock, par value $0.01 per share (the "Common Stock"), of the Company and of any
other junior stock, shall be entitled to receive, when, as and if authorized by
the Board of Directors out of assets legally available for the purpose,
quarterly dividends payable in cash on the first business day of April, July,
October and January in each year (each such date being referred to herein as a
"Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend
Payment Date after the first issuance of a share or fraction of a share of
Series A Preferred Stock, in an amount per share (rounded to the nearest cent)
equal to the greater of (i) $1.00 or (ii) subject to the provision for
adjustment hereinafter set forth, 1,000 times the aggregate per share amount of
all cash dividends, and 1,000 times the aggregate per share amount (payable in
kind) of all non-cash dividends or other distributions (other than a dividend
payable in shares of Common Stock) or a subdivision of the outstanding shares of
Common Stock (by reclassification or otherwise) authorized on the Common Stock
since the immediately preceding Quarterly Dividend Payment Date or, with respect
to the first Quarterly Dividend Payment Date, since the first issuance of any
share or fraction of a share of Series A Preferred Stock. In the event the Board
of Directors of the Company shall at any time (A) authorize, declare or pay any
dividend on the Common Stock payable in shares of Common Stock, or (ii) effect a
subdivision or combination or consolidation of the outstanding shares of Common
Stock into a greater or lesser number of shares of Common Stock, then in each
such case the amount to which holders of Series A Preferred Stock were entitled
immediately prior to such event under clause (ii) of the preceding sentence
shall be adjusted by multiplying such amount by a fraction, the numerator of
which is the number of shares of Common Stock


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outstanding immediately after such event and the denominator of which is the
number of shares of Common Stock that were outstanding immediately prior to such
event.

                  (b) The Company shall declare a dividend or distribution on
the Series A Preferred Stock as provided in paragraph (a) of this Section 1
immediately after it declares a dividend or distribution on the Common Stock
(other than a dividend payable in shares of Common Stock); provided that, in the
event no dividend or distribution shall have been declared on the Common Stock
during the period between any Quarterly Dividend Payment Date and the next
subsequent Quarterly Dividend Payment Date, a dividend of $1.00 per share on the
Series A Preferred Shares shall nevertheless be payable on such subsequent
Quarterly Dividend Payment Date.

                  (c) Dividends shall begin to accrue and be cumulative on
outstanding Series A Preferred Stock from the Quarterly Dividend Payment Date
next preceding the date of issue of such shares, unless the date of issue of
such shares is prior to the record date for the first Quarterly Dividend Payment
Date, in which case dividends on such shares shall begin to accrue from the date
of issue of such shares, or unless the date of issue is a Quarterly Dividend
Payment Date or is a date after the record date for the determination of holders
of shares of Series A Preferred Stock entitled to receive a quarterly dividend
and before such Quarterly Dividend Payment Date, in either of which events such
dividends shall begin to accrue and be cumulative from such Quarterly Dividend
Payment Date. Accrued but unpaid dividends shall not bear interest. Dividends
paid on the shares of Series A Preferred Stock in an amount less than the total
amount of such dividends at the time accrued and payable on such shares shall be
allocated pro rata on a share-by-share basis among all such shares at the time
outstanding. The Board of Directors may fix a record date for the determination
of holders of shares of Series A Preferred Stock entitled to receive payment of
a dividend or distribution declared thereon, which record date shall be no more
than 60 days prior to the date fixed for the payment thereof.

         Section 3. VOTING RIGHTS. The holders of shares of Series A Preferred
Stock shall have the following voting rights:

                  (a) Subject to the provision for adjustment hereinafter set
forth, each share of Series A Preferred Stock shall entitle the holder thereof
to 1,000 votes on all matters submitted to a vote of the stockholders of the
Company. In the event the Company shall at any time (i) declare or pay any
dividend on the Common Stock payable in shares of Common Stock, or (ii) effect a
subdivision or combination or consolidation of the outstanding shares of Common
Stock into a greater or lesser number of shares of Common Stock, then in each
such case the number of votes per share to which holders of Series A Preferred
Stock were entitled immediately prior to such event shall be adjusted by
multiplying such number by a fraction, the numerator of which is the number of
shares of Common Stock outstanding immediately after such event and the
denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.

                  (b) Except as otherwise provided herein, in any other articles
supplementary creating a series of Preferred Stock or any similar stock, or by
law, the holders of shares of Series A Preferred Stock and the holders of shares
of Common Stock and any other stock of the Company having general voting rights
shall vote together as one class on all matters submitted to


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a vote of stockholders of the Company.

                  (c) Except as set forth herein, holders of shares of Series A
Preferred Stock shall have no special voting rights and their consent shall not
be required (except to the extent they are entitled to vote with holders of
Common Stock as set forth herein) for taking any corporate action.

         Section 4. CERTAIN RESTRICTIONS.

                  (a) Whenever quarterly dividends or other dividends or
distributions payable on the Series A Preferred Stock as provided in Section 2
are in arrears, thereafter and until all accrued and unpaid dividends and
distributions, whether or not authorized or declared, on shares of Series A
Preferred Stock outstanding shall have been paid in full, the Company shall not:

                           (i) authorize, declare or pay dividends, or make any
other distributions, on any shares of stock ranking junior (either as to
dividends or upon liquidation, dissolution or winding up) to the Series A
Preferred Stock;

                           (ii) authorize, declare or pay dividends, or make any
other distributions, on any shares of stock ranking on a parity (either as to
dividends or upon liquidation, dissolution or winding up) with the Series A
Preferred Stock, except dividends paid ratably on the Series A Preferred Stock
and all such parity stock on which dividends are payable or in arrears in
proportion to the total amounts to which the holders of all such shares are then
entitled;

                           (iii) redeem or purchase or otherwise acquire for
consideration shares of any stock ranking junior (either as to dividends or upon
liquidation, dissolution or winding up) with the Series A Preferred Stock,
provided that the Company may at any time redeem, purchase or otherwise acquire
shares of any such junior stock in exchange for shares of any stock of the
Company ranking junior (either as to dividends or upon dissolution, liquidation
or winding up) to the Series A Preferred Stock; or

                           (iv) redeem or purchase or otherwise acquire for
consideration any shares of Series A Preferred Stock or any shares of stock
ranking on a parity with the Series A Preferred Stock, except in accordance with
a purchase offer made in writing or by publication (as determined by the Board
of Directors) to all holders of such shares upon such terms as the Board of
Directors, after consideration of the respective annual dividend rates and other
relative rights and preferences of the respective series and classes, shall
determine in good faith will result in fair and equitable treatment among the
respective series or classes.

                  (b) The Company shall not permit any subsidiary of the Company
to purchase or otherwise acquire for consideration any shares of stock of the
Company unless the Company could, under paragraph (a) of this Section 4,
purchase or otherwise acquire such shares at such time and in such manner.


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         Section 5. REACQUIRED SHARES. Any shares of Series A Preferred Stock
purchased or otherwise acquired by the Company in any manner whatsoever shall be
retired and canceled promptly after the acquisition thereof. All such shares
shall upon their cancellation become authorized but unissued shares of Preferred
Stock and may be reissued as part of a new series of Preferred Stock, subject to
the conditions and restrictions on issuance set forth herein, in the Charter or
in any other articles supplementary creating a series of Preferred Stock or as
otherwise required by law.

         Section 6. LIQUIDATION, DISSOLUTION OR WINDING UP. Upon any
liquidation, dissolution or winding up of the Company, no distribution shall be
made (a) to the holders of shares of stock ranking junior (either as to
dividends or upon liquidation, dissolution or winding up) to the Series A
Preferred Stock unless, prior thereto, the holders of shares of Series A
Preferred Stock shall have received $100 per share, plus an amount equal to
accrued and unpaid dividends and distributions thereon, whether or not
authorized or declared, to the date of such payment, provided that the holders
of shares of Series A Preferred Stock shall be entitled to receive an aggregate
amount per share, subject to the provision for adjustment as hereinafter set
forth, equal to 1,000 times the aggregate amount to be distributed per share to
holders of shares of Common Stock, or (b) to the holders of shares of stock
ranking on a parity (either as to dividends or upon liquidation, dissolution or
winding up) with the Series A Preferred Stock, except distributions made ratably
on the Series A Preferred Stock and all such parity stock in proportion to the
total amounts to which the holders of all such shares are entitled upon such
liquidation, dissolution or winding up. In the event the Board of Directors of
the Company shall at any time authorize, declare or pay any dividend on the
combination or consolidation of the outstanding shares of Common Stock payable
in shares of Common Stock, or effect a subdivision or combination or
consolidation of the outstanding shares of Common Stock (by reclassification or
otherwise than by payment of a dividend in shares of Common Stock) into a
greater or lesser number of shares of Common Stock, then in each such case the
aggregate amount to which holders of shares of Series A Preferred Stock were
entitled immediately prior to such event under the proviso in clause (a) of the
preceding sentence shall be adjusted by multiplying such amount by a fraction,
the numerator of which is the number of shares of Common Stock outstanding
immediately after such event and the denominator of which is the number of
shares of Common Stock that were outstanding immediately prior to such event.

         Section 7. MERGER, CONSOLIDATION, ETC. In case the Company shall enter
into any merger, consolidation, combination or other transaction in which the
shares of Common Stock are exchanged for or changed into other stock or
securities, cash and/or any other property, then in any such case each share of
Series A Preferred Stock shall at the same time be similarly exchanged or
changed into an amount per share (subject to the provision for adjustment
hereinafter set forth) equal to 1,000 times the aggregate amount of stock,
securities, cash and/or any other property (payable in kind), as the case may
be, into which or for which each share of Common Stock is changed or exchanged.
In the event the Board of Directors of the Company shall at any time (a)
authorize, declare or pay any dividend on the Common Stock payable in shares of
Common Stock or (b) effect a subdivision or combination or consolidation of the
outstanding shares of Common Stock (by reclassification or otherwise than by
payment of a dividend in shares of Common Stock) into a greater or lesser number
of shares of Common Stock, then in each such case the amount set forth in the
preceding sentence with respect to the exchange or change of shares of Series A
Preferred Stock shall be adjusted by multiplying such


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amount by a fraction, the numerator of which is the number of shares of Common
Stock outstanding immediately after such event and the denominator of which is
the number of shares of Common Stock that were outstanding immediately prior to
such event.

         Section 8. NO REDEMPTION. The shares of Series A Preferred Stock shall
not be redeemable.

         Section 9. RANKING. The Series A Preferred Stock shall rank, with
respect to the payment of dividends and the distribution of assets upon
liquidation, dissolution, winding up or otherwise, junior to all series of the
Company's Preferred Stock, unless the terms of any such series shall provide
otherwise.

         Section 10. AMENDMENT. The charter, including the provisions
establishing the rights and preferences of the Series A Preferred Stock, shall
not be amended in any manner which would materially alter or change the
preferences, voting powers or other rights or restrictions of the Series A
Preferred Stock, as set forth herein, so as to affect them adversely without the
affirmative vote of the holders of a majority of the outstanding shares of
Series A Preferred Stock, voting together as a single class.

         Section 11. RESTRICTIONS AND LIMITATIONS. Shares of Series A Preferred
Stock shall be subject to the restrictions and limitations set forth in Article
VI of the Charter.

         Section 12. FRACTIONAL SHARES. Series A Preferred Stock may be issued
in fractions of a share that shall entitle the holder, in proportion to such
holder's fractional shares, to exercise voting rights, receive dividends,
participate in distributions and to have the benefit of all other rights of
holders of Series A Preferred Stock.

         Section 13. NO CONVERSION RIGHTS. The holders of the Series A Preferred
Stock shall not have any rights to convert such shares into shares of any other
class or series of stock of the Company or into any other securities of, or
interest in, the Company.

         Section 14. NO PREEMPTIVE RIGHTS. No holder of shares of Series A
Preferred Stock shall have any preemptive or preferential right to subscribe
for, or to purchase, any additional shares of stock of the Company of any class
or series, or any other security of the Company which the Company may issue or
sell.


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