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

FORM 10-K

|ý                                           | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934    
|------------------------------------------- | ----------------------------------------------------------------------------------------
|For the fiscal year ended December 31, 2003
|o                                           | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 333-57103

MACK-CALI REALTY, L.P.(Exact Name of Registrant as specified in its charter)

|Delaware(State or other jurisdiction of
incorporation or organization)          |  | 22-3315804(IRS Employer Identification No.)
|------------------------------------------------------------------------------- |  | -------------------------------------------
|11 Commerce Drive, Cranford, New Jersey(Address of principal executive offices) |  | 07016-3599(Zip code)                       
|(908) 272-8000(Registrant's telephone number, including area code)             
|Securities registered pursuant to Section 12(b) of the Act: None               
|Securities registered pursuant to Section 12(g) of the Act:                    
|None                                                                           

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 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
90 days. Yes ý    No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendments
to this Form 10-K. ý

Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act
Rule 12b-2). Yes ý    No

LOCATION OF EXHIBIT INDEX:The index of exhibits is contained herein on page number 133.

DOCUMENTS INCORPORATED BY REFERENCE:Portions of Mack-Cali Realty Corporation's definitive proxy statement for
the fiscal year ended December 31, 2003 to be issued in conjunction with Mack-Cali Realty Corporation's annual meeting of shareholders expected to be held on May 20, 2004 are
incorporated by reference in Part III of this Form 10-K. The definitive proxy statement will be filed by Mack-Cali Realty Corporation with the SEC not later than
120 days from the end of the Registrant's fiscal year ended December 31, 2003.



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TABLE OF CONTENTS  FORM 10-K

|           |         |         |                                                                                                | Page No.
|---------- | ------- | ------- | ---------------------------------------------------------------------------------------------- | --------
|PART I     |         |        
|           | Item 1  |         | Business                                                                                       |         
|           | Item 2  |         | Properties                                                                                     |         
|           | Item 3  |         | Legal Proceedings                                                                              |         
|           | Item 4  |         | Submission of Matters to a Vote of Security Holders                                            |         
|PART II    |         |        
|           | Item 5  |         | Market for Registrant's Common Equity and Related Stockholder Matters                          |         
|           | Item 6  |         | Selected Financial Data                                                                        |         
|           | Item 7  |         | Management's Discussion and Analysis of Financial Condition and Results of Operations          |         
|           | Item 7A |         | Quantitative and Qualitative Disclosures About Market Risk                                     |         
|           | Item 8  |         | Financial Statements and Supplementary Data                                                    |         
|           | Item 9  |         | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure           |         
|           | Item 9A |         | Controls and Procedures                                                                        |         
|PART III   |         |        
|           | Item 10 |         | Directors and Executive Officers of the Registrant                                             |         
|           | Item 11 |         | Executive Compensation                                                                         |         
|           | Item 12 |         | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |         
|           | Item 13 |         | Certain Relationships and Related Transactions                                                 |         
|           | Item 14 |         | Principal Accountant Fees and Services                                                         |         
|PART IV    |         |        
|           | Item 15 |         | Exhibits, Financial Statement Schedules, and Reports on Form 8-K                               |         
|SIGNATURES |         | 131-132

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PART I

ITEM 1.    BUSINESS

GENERAL

Mack-Cali Realty, L.P., a Delaware limited partnership (together with its subsidiaries, the "Operating Partnership"), is a majority-owned subsidiary
of Mack-Cali Realty Corporation, a Maryland corporation (the "Corporation"). The Operating Partnership owns and operates a real estate portfolio comprised predominantly of Class A
office and office/flex properties located primarily in the Northeast. The Operating Partnership performs substantially all commercial real estate leasing, management, acquisition, development and
construction services on an in-house basis. The Operating Partnership was formed on May 31, 1994. The Operating Partnership's executive offices are located at 11 Commerce Drive,
Cranford, New Jersey 07016, and its telephone number is (908) 272-8000. The Corporation has an internet website at www.mack-cali.com.

As
of December 31, 2003, the Operating Partnership owned or had interests in 263 properties, aggregating approximately 28.3 million square feet (collectively, the
"Properties"), plus developable land. The Properties are comprised of: (a) 256 wholly-owned or Operating Partnership-controlled properties consisting of 150 office buildings and 96 office/flex
buildings aggregating approximately 26.6 million square feet, six industrial/warehouse buildings totaling approximately 387,400 square feet, two stand-alone retail properties totaling
approximately 17,300 square feet, and two land leases (collectively, the "Consolidated Properties"); and (b) four office buildings and one office/flex building aggregating 1.2 million
square feet, a 100,740 square-foot mixed use retail property and a 350-room hotel, which are owned by unconsolidated joint ventures in which the Operating Partnership has
investment interests. Unless otherwise indicated, all references to square feet represent net rentable area. As of December 31, 2003, the office, office/flex, industrial/warehouse and
stand-alone retail properties included in the Consolidated Properties were 91.5 percent leased to approximately 2,100 tenants. Percentage leased includes all leases in effect as of the period
end date, some of which have commencement dates in the future and leases that expire at the period end date. Leases that expire as of the period end date aggregate 143,059 square feet, or
0.5 percent of the net rentable square footage. The Properties are located in eight states, primarily in the Northeast, and the District of Columbia. See Item 2: Properties.

The
general partner of the Operating Partnership is the Corporation, which has elected to be treated and operated so as to qualify as a real estate investment trust ("REIT") under the
Internal Revenue Code of 1986, as amended. The common stock, par value $0.01, of the Corporation (the "Common Stock") is listed on the New York Stock Exchange and the Pacific Exchange under the symbol
"CLI." Substantially all of the Corporation's interests in the Properties are held through, and its operations are conducted through, the Operating Partnership, or through entities controlled by the
Operating Partnership. As of February 20, 2003, 60,084,282 shares of Common Stock were outstanding. Also, as of February 20, 2003, the Corporation owned an 80.9 percent general
partnership interest in the Operating Partnership, assuming conversion of all preferred limited partnership units of the Operating Partnership into common limited partnership units. Without giving
effect to the preferred limited partnership units of the Operating Partnership, the Corporation would own an 88.4 percent general partnership interest in the Operating Partnership. As used
herein, the term "Units" refers to common limited partnership interests in the Operating Partnership. Units are redeemable for an equal number of shares of Common Stock or cash.

The
Operating Partnership's strategy has been to focus its operations, acquisition and development of office properties in markets and sub-markets where it believes it is, or
can become, a significant and preferred owner and operator. The Operating Partnership will continue this strategy by expanding through acquisitions and/or development in Northeast markets where it
has, or can achieve, similar status. The Operating Partnership believes that its Properties have excellent locations and access and

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are
well-maintained and professionally managed. As a result, the Operating Partnership believes that its Properties attract high quality tenants and achieve among the highest rental,
occupancy and tenant retention rates within their markets. The Operating Partnership also believes that its extensive market knowledge provides it with a significant competitive advantage, which is
further enhanced by its strong reputation for, and emphasis on, delivering highly responsive, professional management services. See "Business Strategies".

The
Corporation's executive officers have been employed by the Corporation and/or its predecessor companies for an average of approximately 16 years.

BUSINESS STRATEGIES

Operations

Reputation:The Operating Partnership has established a reputation as a highly-regarded landlord with an emphasis on
delivering quality tenant services in buildings it owns and/or manages. The Operating Partnership believes that its continued success depends in part on enhancing its reputation as an operator of
choice, which will facilitate the retention of current tenants and the attraction of new tenants. The Operating Partnership believes it provides a superior level of service to its tenants, which
should in turn allow the Operating Partnership to outperform the market with respect to occupancy rates, as well as improve tenant retention.

Communication with tenants:The Operating Partnership emphasizes frequent communication with tenants to ensure first-class
service to the Properties. Property managers generally are located on site at the Properties to provide convenient access to management and to ensure that the Properties are
well-maintained. Property management's primary responsibility is to ensure that buildings are operated at peak efficiency in order to meet both the Operating Partnership's and tenants'
needs and expectations. Property managers additionally budget and oversee capital improvements and building system upgrades to enhance the Properties' competitive advantages in their markets and to
maintain the quality of the Operating Partnership's properties.

Additionally,
the Operating Partnership's in-house leasing representatives develop and maintain long-term relationships with the Operating Partnership's diverse
tenant base and coordinate leasing, expansion, relocation and build-to-suit opportunities within the Operating Partnership's portfolio. This approach allows the Operating
Partnership to offer office space in the appropriate size and location to current or prospective tenants in any of its sub-markets.

Growth

The Operating Partnership plans to continue to own and operate a portfolio of properties in high-barrier-to-entry markets,
with a primary focus in the Northeast. The Operating Partnership's primary objectives are to maximize operating cash flow and to
enhance the value of its portfolio through effective management, acquisition, development and property sales strategies, as follows:

Internal Growth:The Operating Partnership seeks to maximize the value of its existing portfolio through implementing
operating strategies designed to produce the highest effective rental and occupancy rates and lowest tenant installation cost within the markets that it operates. The Operating Partnership continues
to pursue internal growth through re-leasing space at higher effective rents with contractual rent increases and developing or redeveloping space for its diverse base of high credit
tenants, including Citigroup, Dow Jones, Merck and Prudential Insurance. In addition, the Operating Partnership seeks economies of scale through volume discounts to take advantage of its size and
dominance in particular sub-markets, and operating efficiencies through the use of in-house management, leasing, marketing, financing, accounting, legal, development and
construction services.

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Acquisitions:The Operating Partnership also believes that growth opportunities exist through acquiring operating properties
or properties for redevelopment with attractive returns in its core Northeast sub-markets where, based on its expertise in leasing, managing and operating properties, it believes it is, or
can become, a significant and preferred owner and operator. The Operating Partnership intends to acquire, invest in or redevelop additional properties that: (i) are expected to provide
attractive initial yields with potential for growth in cash flow from operations; (ii) are well-located, of high quality and competitive in their respective sub-markets;
(iii) are located in its existing sub-markets or in sub-markets in which the Operating Partnership can become a significant and preferred owner and operator; and
(iv) it believes have been under-managed or are otherwise capable of improved performance through intensive management, capital improvements and/or leasing that should result in increased
effective rental and occupancy rates.

Development:The Operating Partnership seeks to selectively develop additional properties where it believes such development
will result in a favorable risk-adjusted return on investment in coordination with the above operating strategies. Such development primarily will occur: (i) when leases have been
executed prior to construction; (ii) in stable core Northeast sub-markets where the demand for such space exceeds available supply; and (iii) where the Operating Partnership
is, or can become, a significant and preferred owner and operator.

Property Sales:While management's principal intention is to own and operate its properties on a long-term basis,
it periodically assesses the attributes of each of its properties, with a particular focus on the supply and demand fundamentals of the sub-markets in which they are located. Based on
these ongoing assessments, the Operating Partnership may, from time to time, decide to sell any of its properties.

Financial

The Operating Partnership currently intends to maintain a ratio of debt-to-undepreciated assets (total debt of the Operating Partnership
as a percentage of total undepreciated assets) of 50 percent or less. As of December 31, 2003, the Operating Partnership's total debt constituted approximately 37.9 percent of
total undepreciated assets of the Operating Partnership. The Corporation and Operating Partnership have three investment grade credit ratings. Standard & Poor's Rating Services ("S&P") and
Fitch, Inc. ("Fitch") have each assigned their BBB rating to existing and prospective senior unsecured debt of the Operating Partnership. S&P and Fitch have also assigned their BBB-
rating to existing and prospective preferred stock offerings of the Corporation. Moody's Investors Service ("Moody's") has assigned its Baa2 rating to existing and prospective senior unsecured debt of
the Operating Partnership and its Baa3 rating to existing and prospective preferred stock offerings of the Corporation. Although there is no limit in the Operating Partnership's organizational
documents on the amount of indebtedness that the Operating Partnership may incur or a requirement for the maintenance of investment grade credit ratings, the Operating Partnership has entered into
certain financial agreements which contain covenants that limit the Operating Partnership's ability to incur indebtedness under certain circumstances. The Operating Partnership intends to conduct its
operations so as to best be able to maintain its investment grade rated status. The Operating Partnership intends to utilize the most appropriate sources of capital for future acquisitions,
development, capital improvements and other investments, which may include funds from operating activities, proceeds from property and land sales, short-term and long-term
borrowings (including draws on the Operating Partnership's revolving credit facility), and the issuance of additional debt or equity securities.

EMPLOYEES

As of December 31, 2003, the Operating Partnership had no employees. The Corporation had approximately 335 full-time employees.

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COMPETITION

The leasing of real estate is highly competitive. The Properties compete for tenants with lessors and developers of similar properties located in their respective
markets primarily on the basis of location, rent charged, services provided, and the design and condition of the Properties. The Operating Partnership also experiences competition when attempting to
acquire or dispose of real estate, including
competition from domestic and foreign financial institutions, other REITs, life insurance companies, pension trusts, trust funds, partnerships, individual investors and others.

REGULATIONS

Many laws and governmental regulations are applicable to the Properties and changes in these laws and regulations, or their interpretation by agencies and the
courts, occur frequently.

Under
various laws and regulations relating to the protection of the environment, an owner of real estate may be held liable for the costs of removal or remediation of certain hazardous
or toxic substances located on or in the property. These laws often impose liability without regard to whether the owner was responsible for, or even knew of, the presence of such substances. The
presence of such substances may adversely affect the owner's ability to rent or sell the property or to borrow using such property as collateral and may expose it to liability resulting from any
release of, or exposure to, such substances. Persons who arrange for the disposal or treatment of hazardous or toxic substances at another location may also be liable for the costs of removal or
remediation of such substances at the disposal or treatment facility, whether or not such facility is owned or operated by such person. Certain environmental laws impose liability for the release of
asbestos-containing materials into the air, and third parties may also seek recovery from owners or operators of real properties for personal injury associated with asbestos-containing materials and
other hazardous or toxic substances.

In
connection with the ownership (direct or indirect), operation, management and development of real properties, the Operating Partnership may be considered an owner or operator of such
properties or as having arranged for the disposal or treatment of hazardous or toxic substances and, therefore, potentially liable for removal or remediation costs, as well as certain other related
costs, including governmental penalties and injuries to persons and property.

There
can be no assurance that (i) future laws, ordinances or regulations will not impose any material environmental liability, (ii) the current environmental condition of
the Properties will not be affected by tenants, by the condition of land or operations in the vicinity of the Properties (such as the presence of underground storage tanks), or by third parties
unrelated to the Operating Partnership, or (iii) the Operating Partnership's assessments reveal all environmental liabilities and that there are no material environmental liabilities of which
the Operating Partnership is aware. If compliance with the various laws and regulations, now existing or hereafter adopted, exceeds the Operating Partnership's budgets for such items, the Operating
Partnership's ability to make expected distributions to security holders could be adversely affected.

There
are no other laws or regulations which have a material effect on the Operating Partnership's operations, other than typical federal, state and local laws affecting the development
and operation of real property, such as zoning laws.

INDUSTRY SEGMENTS

The Operating Partnership operates in only one industry segmentreal estate. The Operating Partnership does not have any foreign operations and its
business is not seasonal. Please see our financial statements attached hereto and incorporated by reference herein for financial information relating to our industry segment.

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RECENT DEVELOPMENTS

As a result of the economic climate since 2001, substantially all of the real estate markets the Operating Partnership operates in materially softened. Demand for
office space declined significantly and vacancy rates increased in each of the Operating Partnership's core markets over the period. Through February 20, 2004, the Operating Partnership's core
markets continued to be weak. The percentage leased in the Operating Partnership's consolidated portfolio of stabilized operating properties decreased to 91.5 percent at December 31,
2003, as compared to 92.3 percent at December 31, 2002 and 94.6 percent at December 31, 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 (based on first rents payable) during the year ended December 31, 2003 decreased an average of
7.8 percent compared to rates that were in effect under expiring leases, as compared to a 3.0 percent increase in 2002 and a 9.5 percent increase in 2001. The Operating
Partnership believes that vacancy rates may continue to increase in most of its markets in 2004.

In
2003, the Operating Partnership:



Additionally,
in 2003, the Operating Partnership, through unconsolidated joint ventures, sold two office properties, aggregating 850,769 square feet, for aggregate net sales proceeds of
approximately $214.6 million. See Note 4 to the Financial Statements for further information regarding joint venture activity.

Property Acquisitions

The Operating Partnership acquired the following operating properties during the year ended December 31, 2003:

|Acquisition
Date                    |  | Property/Address  |  | Location                         |  | # of
Bldgs. |        | Rentable
Square Feet |  | Investment by
Operating
Partnership (a)
(in thousands)
|----------------------------------- |  | ----------------- |  | -------------------------------- |  | ----------- | ------ | -------------------- |  | ------------------------------------------------------
|Office:                             |  |                   |  |                                  |  |             |        |                      |  |                                                       
|09/12/03                            |  | 4 Sentry Parkway  |  | Blue Bell, Montgomery County, PA |  | 1           |        | 63,930               |  | $                                                     
|09/23/03                            |  | 14 Commerce Drive |  | Cranford, Union County, NJ       |  | 1           |        | 67,189               |  |                                                       
|                                    |  |                   |  |                                  |  |             |        |                      |  |                                                       
|Total Office Property Acquisitions: |  | 2                 |  | 131,119                          |  |             | 18,819
|                                    |  |                   |  |                                  |  |             |        |                      |  |                                                       
|Office/Flex:                        |  |                   |  |                                  |  |             |        |                      | 
|08/19/03                            |  | 3 Odell Plaza     |  | Yonkers, Westchester County, NY  |  | 1           |        | 71,065               |  |                                                       
|                                    |  |                   |  |                                  |  |             |        |                      |  |                                                       
|Total Property Acquisitions:        |  | 3                 |  | 202,184                          |  | $           | 24,919
|                                    |  |                   |  |                                  |  |             |        |                      |  |                                                       

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Sales

The Operating Partnership sold the following properties during the year ended December 31, 2003:

|Sale
Date                    |  | Property/Address      |  | Location                             |  | # of
Bldgs |        | Rentable
Square
Feet |   | Net Sales
Proceeds
(in thousands) |        | Net Book
Value
(in thousands) |       | Realized
Gain/(Loss)
(in thousands)
|---------------------------- |  | --------------------- |  | ------------------------------------ |  | ---------- | ------ | -------------------- | - | --------------------------------- | ------ | ----------------------------- | ----- | -----------------------------------
|Office:                      |  |                       |  |                                      |  |            |        |                      |   |                                   |        |                               |       |                                    
|03/28/03                     |  | 1770 St. James Place  |  | Houston, Harris County, TX           |  | 1          |        | 103,689              |   | $                                 | 5,469  |                               | $     | 4,145                              
|10/31/03                     |  | 111 Soledad           |  | San Antonio, Bexar County, TX        |  | 1          |        | 248,153              |   |                                   | 10,782 |                               |       | 10,538                             
|                             |  |                       |  |                                      |  |            |        |                      |   |                                   |        |                               |       |                                    
|Total Office Property Sales: |  | 2                     |  | 351,842                              |  | $          | 16,251 |                      | $ | 14,683                            |        | $                             | 1,568
|                             |  |                       |  |                                      |  |            |        |                      |   |                                   |        |                               |       |                                    
|Land:                        |  |                       |  |                                      |  |            |        |                      |   |                                   |        |                               |       |                                    
|11/19/03                     |  | Home Depot land lease |  | Hamilton Township, Mercer County, NJ |  | 1          |        | 27.7 acres           |   |                                   | 2,471  |                               |       | 498                                
|                             |  |                       |  |                                      |  |            |        |                      |   |                                   |        |                               |       |                                    
|Total Property Sales:        |  | 3                     |  | 351,842                              |  | $          | 18,722 |                      | $ | 15,181                            |        | $                             | 3,541
|                             |  |                       |  |                                      |  |            |        |                      |   |                                   |        |                               |       |                                    

On September 29, 2003, the Operating Partnership sold its interest in American Financial Exchange, L.L.C. ("AFE"), in which the Operating
Partnership held a 50 percent interest, and received approximately $162.1 million in net sales proceeds from the transaction, which the Operating Partnership used primarily to repay
outstanding borrowings under its unsecured revolving credit facility. The Operating Partnership recognized a gain on the sale of approximately $24.0 million, which is recorded in gain on sale
of investment in unconsolidated joint venture for the year ended December 31, 2003.

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

Development

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

On
December 3, 2003, the Meadowlands Venture entered into a redevelopment agreement with the New Jersey Sports and Exposition Authority ("NJSEA") (the "Redevelopment Agreement")
for the redevelopment of the area surrounding the Continental Airlines Arena in East Rutherford, New Jersey and the construction of the Meadowlands Xanadu project. The Redevelopment Agreement provides
for a 75-year ground lease, which requires the joint venture to pay the NJSEA a $160 million development rights fee at the start of construction of the entertainment phase, when all
permits and approvals are obtained, and the payment of fixed rent over the term. Fixed rent will be in the amount of $1,000 per year for the first 15 years, increasing to $7.5 million
from the 16th to the 22nd year, then to $9.2 million in the 23rd year, with additional increases over the remainder of the term, as set forth in the
ground lease. The ground lease also allows for the potential for participation rent payments by the venture, as described in the ground lease agreement.

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The
Operating Partnership and Mills own a 20 percent and 80 percent interest, respectively, in the Meadowlands Venture, subject to certain participation rights by The New
York Giants. The joint venture agreement requires the Operating Partnership to make an equity contribution up to a maximum of $32.5 million. As part of the Redevelopment Agreement, Mills is
required to contribute certain vacant land, known as the Empire Tract, to the State of New Jersey to be used as a wetlands mitigation bank, for which Mills has received subordinated capital credit in
the venture of approximately $118 million. The joint venture agreement requires Mills to contribute the balance of the capital required to complete the entertainment phase, subject to certain
limitations. The Operating Partnership will receive a nine percent preferred return on its equity investment, only after Mills receives a nine percent preferred return on its equity investment.
Residual returns, subject to participation by other parties, will be in proportion to each partners' respective percentage interest.

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

FINANCING ACTIVITY

Senior Unsecured Notes Transactions

On March 14, 2003, the Operating Partnership exchanged $25 million face amount of existing 7.18 percent senior unsecured notes due
December 31, 2003, with interest payable monthly in arrears, for $26.1 million face amount of 5.82 percent senior unsecured notes due March 15, 2013, with interest payable
semi-annually in arrears. The exchange was completed with Teachers Insurance and Annuity Association ("TIAA"). In addition, the Operating Partnership used the net proceeds from the
issuance of preferred stock, together with available cash, to repurchase $25 million face amount of notes due December 31, 2003 from TIAA for $26.1 million. See Issuance of
Preferred Stock below. The
Operating Partnership recorded $1.4 million in loss on early retirement of debt, net, for the year ended December 31, 2003 for costs incurred in connection with the notes transactions.

On
June 12, 2003, the Operating Partnership issued $100 million face amount of 4.60 percent senior unsecured notes due June 15, 2013, with interest payable
semi-annually in arrears. The total proceeds from the issuance (net of selling commissions and discount) of approximately $99.1 million was used primarily to repay
$62.8 million of mortgage debt at a discount of $1.7 million (recorded as a reduction in loss on early retirement of debt, net in 2003), and to repay outstanding borrowings under the
Operating Partnership's unsecured revolving credit facility. The Operating Partnership recorded $1.5 million in loss on early retirement of debt, net, in the year ended December 31, 2003
for the write-off of the unamortized balance of an interest rate contract in conjunction with the repayment of mortgage debt. The unsecured notes were issued at a discount of approximately
$286,000, which is being amortized over the term as an adjustment to interest expense.

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On
June 25, 2003, the Operating Partnership repurchased $45.3 million face amount of existing 7.18 percent senior unsecured notes due December 31, 2003, with
interest payable monthly in arrears, for $46.7 million from TIAA. The repurchase fully retired the 7.18 percent senior unsecured notes which were due December 31, 2003. The
Operating Partnership recorded $1.4 million in loss on early retirement of debt, net, for the year ended December 31, 2003 for costs incurred in connection with the notes repurchase.

On
February 9, 2004, the Operating Partnership issued $100 million face amount of 5.125 percent senior unsecured notes due February 15, 2014, with interest
payable semi-annually in arrears. The total proceeds from the issuance (net of selling commissions and discount) of approximately $98.5 million will be held until March 15,
2004, at which time the Operating Partnership intends to use the net proceeds from the sale, together with borrowings under its unsecured revolving credit facility and available cash, to repay the
$300 million, 7.00 percent notes due on that date.

Issuance of Preferred Stock

On March 14, 2003, in a publicly registered transaction with a single institutional buyer, the Corporation completed the sale and issuance of 10,000 shares
of eight-percent Series C cumulative redeemable perpetual preferred stock ("Series C Preferred Stock") in the form of 1,000,000 depositary shares ($25 stated value per depositary share).
Each depositary share represents 1/100th of a share of Series C Preferred Stock. The Corporation received net proceeds of approximately $24.8 million from the sale. The Corporation used
the net proceeds, together with available cash, to repurchase $25 million face
amount of notes due December 31, 2003 from TIAA for $26.1 million. See Senior Unsecured Notes Transactions above.

In
connection with the Corporation's issuance of Series C Preferred Stock, the Corporation acquired from the Operating Partnership $25.0 million of Series C
preferred units (the "Series C Preferred Units"), which have terms essentially identical to the Series C preferred stock and rank equal with the Series B Preferred Units.

RISK FACTORS

Our results from operations and ability to make distributions on our equity and debt service on our indebtedness may be affected by the risk factors set forth
below. All investors should consider the following risk factors before deciding to purchase securities of the Operating Partnership. The Operating Partnership refers to itself as "we" or "our" in the
following risk factors.

Declines in economic activities in the Northeastern office markets could adversely affect our operating results.

A majority of our revenues are derived from our properties located in the Northeast, particularly in New Jersey, New York, Pennsylvania and Connecticut. Adverse
economic developments in this region could adversely impact the operations of our properties and, therefore, our profitability. Because our portfolio consists primarily of office and office/flex
buildings (as compared to a more diversified real estate portfolio), a decline in the economy and/or a decline in the demand for office space may adversely affect our ability to make distributions or
payments to our investors.

The
continued economic downturn in the real estate market has resulted in the relocation of companies and an uncertain economic future for many businesses. We are uncertain how long the
current downturn will last. The current economic downturn may also be having a negative economic impact on many industries, including securities, insurance services, telecommunications and computer
systems and other technology, businesses in which many of our tenants are involved. Such economic impact may cause our tenants to have difficulty or be unable to meet their obligations to us.

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Our performance is subject to risks associated with the real estate industry.

General:Our ability to make distributions or payments to our investors depends on the ability of our properties to generate
funds in excess of operating expenses (including scheduled principal payments on debt and capital expenditure requirements). Events or conditions that are beyond our control may adversely affect our
operations and the value of our properties. Such events or conditions could include:



Financially distressed tenants may be unable to pay rent:If a tenant defaults, we may experience delays and incur
substantial costs in enforcing our rights as landlord and protecting our investments. If a tenant files for bankruptcy, a potential court judgment rejecting and terminating such tenant's lease could
adversely affect our ability to make distributions or payments to our investors.

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Renewing leases or re-letting space could be costly:If a tenant does not renew its lease upon
expiration or
terminates its lease early, we may not be able to re-lease the space. If a tenant does renew its lease or we re-lease the space, the terms of the renewal or new lease,
including the cost of required renovations or concessions to the tenant, may be less favorable than the current lease terms which could adversely affect our ability to make distributions or payments
to our investors.

Our insurance coverage on our properties may be inadequate:We currently carry comprehensive insurance on all of our
properties, including insurance for liability, fire and flood. We cannot guarantee that the limits of our current policies will be sufficient in the event of a catastrophe to our properties. We cannot
guarantee that we will be able to renew or duplicate our current insurance coverage in adequate amounts or at reasonable prices. In addition, while our current insurance policies insure us against
loss from terrorist acts and toxic mold, in the future insurance companies may no longer offer coverage against these types of losses, or, if offered, these types of insurance may be prohibitively
expensive. If any or all of the foregoing should occur, we may not have insurance coverage against certain types of losses and/or there may be decreases in the limits of insurance available. Should an
uninsured loss or a loss in excess of our insured limits occur, we could lose all or a portion of the capital we have invested in a property or properties, as well as the anticipated future revenue
from the property or properties. Nevertheless, we might remain obligated for any mortgage debt or other financial obligations related to the property or properties. We cannot guarantee that material
losses in excess of insurance proceeds will not occur in the future. If any of our properties were to experience a catastrophic loss, it could seriously disrupt our operations, delay revenue and
result in large expenses to repair or rebuild the property. Such events could adversely affect our ability to make distributions or payments to our investors.

Illiquidity of real estate limits our ability to act quickly:Real estate investments are relatively illiquid. Such
illiquidity may limit our ability to react quickly in response to changes in economic and other conditions. If we want to sell an investment, we might not be able to dispose of that investment in the
time period we desire, and the sales price of that investment might not recoup or exceed the amount of our investment. The prohibition in the Internal Revenue Code of 1986, as amended, and related
regulations on a real estate investment trust holding property for sale also may restrict our ability to sell property. In addition, we acquired a significant number of our properties from individuals
to whom we issued limited partnership units as part of the purchase price. In connection with the acquisition of these properties, in order to preserve such individual's tax deferral, we contractually
agreed not to sell or otherwise transfer the properties for a specified period of time, 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 individuals for the tax consequences of the recognition of such built-in-gains. As of December 31,
2003, 140 of our properties, with an aggregate net book value of approximately $1.8 billion, were subject to these restrictions, which expire periodically through 2008. The above limitations on
our ability to sell our investments could adversely affect our ability to make distributions or payments to our investors.

Americans with Disabilities Act compliance could be costly:Under the Americans with Disabilities Act of 1990 ("ADA"), all
public accommodations and commercial facilities must meet certain federal requirements related to access and use by disabled persons. Compliance with the ADA requirements could involve removal of
structural barriers from certain disabled persons' entrances. Other federal, state and local laws may require modifications to or restrict further renovations of our properties with respect to such
accesses. Although we believe that our properties are substantially in compliance with present requirements, noncompliance with the ADA or related laws or regulations could result in the United States
government imposing fines or private litigants being awarded damages against us. Such costs may adversely affect our ability to make distributions or payments to our investors.

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Environmental problems are possible and may be costly:Various federal, state and local laws and regulations subject property
owners or operators to liability for the costs of removal or remediation of certain hazardous or toxic substances located on or in the property. These laws often impose liability without regard to
whether the owner or operator was responsible for or even knew of the presence of such substances. The presence of or failure to properly remediate hazardous or toxic substances (such as toxic mold)
may adversely affect our ability to rent, sell or borrow against contaminated property. Various laws and regulations also impose liability on persons who arrange for the disposal or treatment of
hazardous or toxic substances at another location for the costs of removal or remediation of such substances at the disposal or treatment facility. These laws often impose liability whether or not the
person arranging for such disposal ever owned or operated the disposal facility. Certain other environmental laws and regulations impose liability on owners or operators of property for injuries
relating to the release of asbestos-containing materials into the air. As owners and operators of property and as potential arrangers for hazardous substance disposal, we may be liable under such laws
and regulations for removal or remediation costs, governmental penalties, property damage, personal injuries and related expenses. Payment of such costs and expenses could adversely affect our ability
to make distributions or payments to our investors.

Competition for acquisitions may result in increased prices for properties:We plan to acquire additional properties in New
Jersey, New York and Pennsylvania and in the Northeast generally. We may be competing for investment opportunities with entities that have greater financial resources. Several office building
developers and real estate companies may compete with us in seeking properties for acquisition, land for development and prospective tenants. Such competition may adversely affect our ability to make
distributions or payments to our investors by:



Development of real estate could be costly:As part of our operating strategy, we may acquire land for development or
construct on owned land, under certain conditions. Included among the risks of the real estate development business are the following, which may adversely affect our ability to make distributions or
payments to our investors:



Property ownership through joint ventures could subject us to the contrary business objectives of our
co-venturers:We, from time to time, invest in joint ventures or partnerships in which we do not hold a controlling interest. These investments involve
risks that do not exist with properties in which we own a controlling interest, including the possibility that our co-venturers or partners may, at any time, have business, economic or
other objectives that are inconsistent with our objectives. Because we lack a controlling interest, our co-venturers or partners may be in a position to take action contrary to our
instructions or requests or contrary to our policies or objectives. While we seek protective rights against such contrary actions, there can be no assurance that we will be successful in procuring any
such protective rights, or if procured, that the rights will be sufficient to fully protect us against contrary

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actions.
Our organizational documents do not limit the amount of available funds that we may invest in joint ventures or partnerships. If the objectives of our co-venturers or partners are
inconsistent with ours, it may adversely affect our ability to make distributions or payments to our investors.

Debt financing could adversely affect our economic performance.

Scheduled debt payments and refinancing could adversely affect our financial condition:We are subject to the risks normally
associated with debt financing. These risks, including the following, may adversely affect our ability to make distributions or payments to our investors:



As
of December 31, 2003, we had total outstanding indebtedness of $1.6 billion comprised of $1.1 billion of senior unsecured notes and approximately
$500.7 million of mortgage indebtedness. We may have to refinance the principal due on our current or future indebtedness at maturity, and we may not be able to do so.

If
we are unable to refinance our indebtedness on acceptable terms, or at all, events or conditions that may adversely affect our ability to make distributions or payments to our
investors include the following:



We are obligated to comply with financial covenants in our indebtedness that could restrict our range of operating
activities:The mortgages on our properties contain customary negative covenants, including limitations on our ability, without the prior consent of the lender, to
further mortgage the property, to enter into new leases outside of stipulated guidelines or to materially modify existing leases. In addition, our credit facility contains customary requirements,
including restrictions and other limitations on our ability to incur debt, debt to assets ratios, secured debt to total assets ratios, debt service coverage ratios and minimum ratios of unencumbered
assets to unsecured debt. The indentures under which our senior unsecured debt have been issued contain financial and operating covenants including coverage ratios and limitations on our ability to
incur secured and unsecured debt. These covenants
limit our flexibility in conducting our operations and create a risk of default on our indebtedness if we cannot continue to satisfy them.

Rising interest rates may adversely affect our cash flow:As of December 31, 2003, approximately $32.2 million
of our mortgage indebtedness bears interest at variable rates. We may incur additional indebtedness in the future that also bears interest at variable rates. Variable rate debt creates higher

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debt
service requirements if market interest rates increase. Higher debt service requirements could adversely affect our ability to make distributions or payments to our investors and/or cause us to
default under certain debt covenants.

Our degree of leverage could adversely affect our cash flow:We fund acquisition opportunities and development partially
through short-term borrowings (including our revolving credit facility), as well as from proceeds from property sales and undistributed cash. We expect to refinance projects purchased with
short-term debt either with long-term indebtedness or equity financing depending upon the economic conditions at the time of refinancing. The Board of Directors of
Mack-Cali Realty Corporation, our general partner, has a general policy of limiting the ratio of our indebtedness to total undepreciated assets (total debt as a percentage of total
undepreciated assets) to 50 percent or less, although there is no limit in Mack-Cali Realty Corporation's or our organizational documents on the amount of indebtedness that we may
incur. However, we have entered into certain financial agreements which contain financial and operating covenants that limit our ability under certain circumstances to incur additional secured and
unsecured indebtedness. The Board of Directors of Mack-Cali Realty Corporation could alter or eliminate its current policy on borrowing at any time at its discretion. If this policy were
changed, we could become more highly leveraged, resulting in an increase in debt service that could adversely affect our cash flow and our ability to make distributions or payments to our investors
and/or could cause an increased risk of default on our obligations.

We are dependent on external sources of capital for future growth:To qualify as a real estate investment trust,
Mack-Cali Realty Corporation must distribute to its shareholders each year at least 90 percent of our net taxable income, excluding any net capital gain. Because of this
distribution requirement, it is not likely that we will be able to fund all future capital needs, including for acquisitions and developments, from income from operations. Therefore, we will have to
rely on third-party sources of capital, which may or may not be available on favorable terms or at all. Our access to third-party sources of capital depends on a number of things, including the
market's perception of our growth potential and our current and potential future earnings. Moreover, additional equity offerings may result in substantial dilution of our shareholders' interests, and
additional debt financing may substantially increase our leverage.

Competition for skilled personnel could increase our labor costs.

We
compete with various other companies in attracting and retaining qualified and skilled personnel. We depend on our ability to attract and retain skilled management personnel who are
responsible for our day-to-day operations. Competitive pressures may require that we enhance our pay and benefits package to compete effectively for such personnel. We may not
be able to offset such added costs by increasing the rates we charge our tenants. If there is an increase in these costs or if we fail to attract and retain qualified and skilled personnel, our
business and operating results could be harmed.

We are dependent on our key personnel whose continued service is not guaranteed.

We
are dependent upon the executive officers of Mack-Cali Realty Corporation for strategic business direction and real estate experience. While we believe that we could find
replacements for these key personnel, loss of their services could adversely affect our operations. Mack-Cali Realty Corporation has entered into an employment agreement (including
non-competition provisions) which provides for a continuous four-year employment term with each of Mitchell E. Hersh, Timothy M. Jones, Barry Lefkowitz and Roger W. Thomas, and
a continuous one-year employment term with Michael A. Grossman. Mack-Cali Realty Corporation does not have key man life insurance for its executive officers.

Certain provisions of Maryland law and the charter, bylaws and stockholder rights plan of Mack-Cali Realty Corporation could hinder, delay or prevent changes in
control.

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Certain
provisions of Maryland law, the charter, bylaws and stockholder rights plan of Mack-Cali Realty Corporation have the effect of discouraging, delaying or preventing
transactions that involve an actual or threatened change in control. These provisions include the following:

Classified Board of Directors:The Board of Directors of Mack-Cali Realty Corporation is divided into three
classes with staggered terms of office of three years each. The classification and staggered terms of office of the directors make it more difficult for a third party to gain control of the board of
directors. At least two annual meetings of Mack-Cali Realty Corporation stockholders, instead of one, generally would be required to affect a change in a majority of the board of
directors.

Removal of Directors:Under Mack-Cali Realty Corporation's charter, subject to the rights of one or more classes
or series of preferred stock to elect one or more directors, a director may be removed only for cause and only by the affirmative vote of at least two-thirds of all votes entitled to be
cast by Mack-Cali Realty Corporation's stockholders generally in the election of directors.

Number of Directors, Board Vacancies, Term of Office:Mack-Cali Realty Corporation has, in its bylaws, elected to
be subject to certain provisions of Maryland law which vest in the Board of Directors the exclusive right to determine the number of directors and the exclusive right, by the affirmative vote of a
majority of the remaining directors, even if the remaining directors do not constitute a quorum, to fill vacancies on the board. These provisions of Maryland law, which are applicable even if other
provisions of Maryland law or the charter or bylaws provide to the contrary, also provide that any director elected to fill a vacancy shall hold office for the remainder of the full term of the class
of directors in which the vacancy occurred, rather than the next annual meeting of stockholders as would otherwise be the case, and until his or her successor is elected and qualifies.

Stockholder Requested Special Meetings:Mack-Cali Realty Corporation's bylaws provide that its stockholders have
the right to call a special meeting only upon the written request of the stockholders entitled to cast not less than a majority of all the votes entitled to be cast by the stockholders at such
meeting.

Advance Notice Provisions for Stockholder Nominations and Proposals:Mack-Cali Realty Corporation's bylaws
require advance written notice for stockholders to nominate persons for election as directors at, or to bring other business before, any meeting of stockholders. This bylaw provision limits the
ability of stockholders to make nominations of persons for election as directors or to introduce other proposals unless Mack-Cali Realty Corporation is notified in a timely manner prior to
the meeting.

Exclusive Authority of the Board to Amend the Bylaws:Mack-Cali Realty Corporation's bylaws provide that its
Board of Directors has the exclusive power to adopt, alter or repeal any provision of the bylaws or to make new bylaws. Thus, Mack-Cali Realty Corporation's stockholders may not effect any
changes to its bylaws.

Preferred Stock:Under Mack-Cali Realty Corporation's charter, the Board of Directors has authority to issue
preferred stock from time to time in one or more series and to establish the terms, preferences and rights of any such series of preferred stock, all without approval of Mack-Cali Realty
Corporation's stockholders.

Duties of Directors with Respect to Unsolicited Takeovers:Maryland law provides protection for Maryland corporations against
unsolicited takeovers by limiting, among other things, the duties of the directors in unsolicited takeover situations. The duties of directors of Maryland corporations do not require them to
(a) accept, recommend or respond to any proposal by a person seeking to acquire control of the corporation, (b) authorize the corporation to redeem any rights under, or modify or render
inapplicable, any stockholders rights plan, (c) make a determination under the Maryland Business Combination Act or the Maryland Control Share Acquisition Act, or (d) act or fail to act

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solely
because of the effect of the act or failure to act may have on an acquisition or potential acquisition of control of the corporation or the amount or type of consideration that may be offered
or paid to the stockholders in an acquisition. Moreover, under Maryland laws the act of directors of a Maryland corporation relating to or affecting an acquisition or potential acquisition of control
is not subject to any higher duty or greater scrutiny than is applied to any other act of a director. Maryland law also contains a statutory presumption that an act of a director of a Maryland
corporation satisfies the applicable standards of conduct for directors under Maryland law.

Ownership Limit:In order to preserve Mack-Cali Realty Corporation's status as a real estate investment trust
under the Code, Mack-Cali Realty Corporation's charter generally prohibits any single stockholder, or any group of affiliated stockholders, from beneficially owning more than
9.8 percent of its outstanding capital stock unless the Board of Directors waives or modifies this ownership limit.

Maryland Business Combination Act:The Maryland Business Combination Act provides that unless exempted, a Maryland
corporation may not engage in business combinations, including mergers, dispositions of 10 percent or more of its assets, certain issuances of shares of stock and other specified transactions,
with an "interested stockholder" or an affiliate of an interested stockholder for five years after the most recent date on which the interested stockholder became an interested stockholder, and
thereafter unless specified criteria are met. An interested stockholder is generally a person owning or controlling, directly or indirectly, 10 percent or more of the voting power of the
outstanding stock of the Maryland corporation. The Board of Directors has exempted from this statute business combinations with certain affiliated individuals and entities. However, unless the Board
of Directors adopts other exemptions, the provisions of the Maryland Business Combination Act will be applicable to business combinations with other persons.

Maryland Control Share Acquisition Act:Maryland law provides that "control shares" of a corporation acquired in a "control
share acquisition" shall have no voting rights except to the extent approved by a vote of two-thirds of the votes eligible to cast on the matter under the Maryland Control Share
Acquisition Act. "Control Shares" means shares of stock that, if aggregated with all other shares of stock previously acquired by the acquirer, would entitle the acquirer to exercise voting power in
electing directors within one of the following ranges of the voting power: one-tenth or more but less than one-third, one-third or more but less than a majority or
a majority or more of all voting power. A "control share acquisition" means the acquisition of control shares, subject to certain exceptions.

If
voting rights of control shares acquired in a control share acquisition are not approved at a stockholder's meeting, then subject to certain conditions and limitations, the issuer may
redeem any or all of the control shares for fair value. If voting rights of such control shares are approved at a stockholder's meeting and the acquirer becomes entitled to vote a majority of the
shares of stock entitled to vote, all other stockholders may exercise appraisal rights. The Mack-Cali Realty Corporation's bylaws contain a provision exempting from the Maryland Control
Share Acquisition Act any acquisitions of shares by certain affiliated individuals and entities, any directors, officers or employees of Mack-Cali Realty Corporation and any person
approved by the Board of Directors prior to the acquisition by such person of control shares. Any control shares acquired in a control share acquisition which are not exempt under the foregoing
provisions of Mack-Cali Realty Corporation's bylaws will be subject to the Maryland Control Share Acquisition Act.

Stockholder Rights Plan:Mack-Cali Realty Corporation adopted a stockholder rights plan that may discourage any
potential acquirer from acquiring more than 15 percent of Mack-Cali Realty Corporation's outstanding common stock since, upon this type of acquisition without approval of the Board
of Directors, all other common stockholders will have the right to purchase a specified amount of common stock at a substantial discount from market price.

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Consequences of failure of Mack-Cali Realty Corporation to qualify as a real estate investment trust could adversely affect our financial
condition.Failure to maintain ownership limits could cause Mack-Cali Realty Corporation to lose its qualification as a real estate investment
trust:    In order for Mack-Cali Realty Corporation to maintain its qualification as a real estate investment trust, not more than 50 percent in
value of its outstanding stock may be actually and/or constructively owned by five or fewer individuals (as defined in the Internal Revenue Code to include certain entities). Mack-Cali
Realty Corporation has limited the ownership of its outstanding shares of common stock by any single stockholder to 9.8 percent of the outstanding shares of its common stock. The Board of
Directors of Mack-Cali Realty Corporation could waive this restriction if they were satisfied, based upon the advice of tax counsel or otherwise, that such action would be in the best
interests of Mack-Cali Realty Corporation and would not affect its qualifications as a real estate investment trust. Common stock of Mack-Cali Realty Corporation acquired or
transferred in breach of the limitation may be redeemed by Mack-Cali Realty Corporation for the lesser of the price paid and the average closing price for the 10 trading days immediately
preceding redemption or sold at the direction of us. Mack-Cali Realty Corporation may elect to redeem such shares of common stock for limited partnership units, which are nontransferable
except in very limited circumstances. Any transfer of shares of common stock which, as a result of such transfer, causes Mack-Cali Realty Corporation to be in violation of any ownership
limit will be deemed void. Although Mack-Cali Realty Corporation currently intends to continue to operate in a manner which will enable it to continue to qualify as a real estate
investment trust, it is possible that future economic, market, legal, tax or other considerations may cause Mack-Cali Realty Corporation's Board of Directors to revoke the election for it
to qualify as a real estate investment trust. Under Mack-Cali Realty Corporation's organizational documents, its Board of
Directors can make such revocation without the consent of Mack-Cali Realty Corporation's stockholders.

In
addition, the consent of the holders of at least 85 percent of our partnership units is required: (i) to merge (or permit the merger of) us with another unrelated
person, pursuant to a transaction in which we are not the surviving entity; (ii) to dissolve, liquidate or wind up; or (iii) to convey or otherwise transfer all or substantially all of
our assets. Mack-Cali Realty Corporation, as general partner, owns approximately 80.9 percent of our outstanding partnership units (assuming conversion of all preferred limited
partnership units).

Tax liabilities as a consequence of failure of Mack-Cali Realty Corporation to qualify as a real estate investment trust:
Mack-Cali Realty Corporation has elected to be treated and has operated so as to qualify as a real estate investment trust for federal income tax purposes since its taxable year ended
December 31, 1994. Although Mack-Cali Realty Corporation believes it will continue to operate in such manner, it cannot guarantee that it will do so. Qualification as a real estate
investment trust involves the satisfaction of various requirements (some on an annual and some on a quarterly basis) established under highly technical and complex tax provisions of the Internal
Revenue Code. Because few judicial or administrative interpretations of such provisions exist and qualification determinations are fact sensitive, Mack-Cali Realty Corporation cannot
assure you that it will qualify as a real estate investment trust for any taxable year.

If
Mack-Cali Realty Corporation fails to qualify as a real estate investment trust in any taxable year, it will be subject to the following:



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A
loss of Mack-Cali Realty Corporation's status as a real estate investment trust could have an adverse effect on us. Failure to qualify as a real estate investment trust
also would eliminate the requirement that Mack-Cali Realty Corporation pay dividends to its stockholders.

Other tax liabilities:Even if Mack-Cali Realty Corporation qualifies as a real estate investment trust, it is
subject to certain federal, state and local taxes on its income and property and, in some circumstances, certain other state and local taxes. In addition, its taxable REIT subsidiaries will be subject
to federal, state and local income tax for income received in connection with certain non-customary services performed for tenants and/or third parties.

Risk of changes in the tax law applicable to real estate investment trusts:Since the Internal Revenue Service, the United
States Treasury Department and Congress frequently review federal income tax legislation, we cannot predict whether, when or to what extent new federal tax laws, regulations, interpretations or
rulings will be adopted. Any of such legislative action may prospectively or retroactively modify our and Mack-Cali Realty Corporation's tax treatment and, therefore, may adversely affect
taxation of us, Mack-Cali Realty Corporation, and/or our investors.

AVAILABLE INFORMATION

The Corporation's internet website is www.mack-cali.com. The Operating Partnership makes available free of charge on or through the Corporation's
website its annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or
furnished pursuant to Section 13(a) of the Securities Exchange Act of 1934, as amended, as soon as reasonably practicable after it electronically files or furnishes such materials to the
Securities and Exchange Commission. In addition, the Corporation's internet website includes other items related to the Corporation's corporate governance matters, including, among other things, the
Corporation's corporate governance guidelines, charters of various committees of the Board of Directors of the Corporation, and the Corporation's code of business conduct and ethics applicable to all
employees, officers and directors of the Corporation. Copies of these documents may be obtained, free of charge, from the Corporation's internet website. Any shareholder also may obtain copies of
these documents, free of charge, by sending a request in writing to: Mack-Cali Investor Relations Department, 11 Commerce Drive, Cranford, NJ 07016-3501.

DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

The Operating Partnership considers portions of this information to be forward-looking statements within the meaning of Section 21E of the Securities
Exchange Act of 1934. The Operating Partnership intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 21E of
the Exchange Act. Such forward-looking statements relate to, without limitation, the Operating Partnership's future economic performance, plans and objectives for future operations and projections of
revenue and other financial items. Forward-looking statements can be identified by the use of words such as "may," "will," "should," "expect," "anticipate," "estimate," "continue" or comparable
terminology. Forward-looking statements are inherently subject to risks and uncertainties, many of which the Operating Partnership cannot predict with accuracy and some of which the Operating
Partnership might not even anticipate. Although the Operating Partnership believes that the expectations reflected in such forward-looking statements are based upon reasonable assumptions at the time
made, it can give no assurance that its expectations will be achieved. Future events and actual results, financial and otherwise, may differ materially from the results discussed in the
forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements. Among the factors about which the Operating Partnership has made assumptions are
changes in the general economic climate; conditions, including those affecting industries in which the Operating Partnership's principal tenants compete; any failure of the general economy to recover
from the current economic downturn; the extent of any tenant bankruptcies; the

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Operating
Partnership's ability to lease or re-lease space at current or anticipated rents; changes in the supply of and demand for office, office/flex and industrial/warehouse properties;
changes in interest rate levels; changes in operating costs; the Operating Partnership's ability to obtain adequate insurance, including coverage for terrorist acts; the availability of financing; and
other risks associated with the development and acquisition of properties, including risks that the development may not be completed on schedule, that the tenants will not take occupancy or pay rent,
or that development or operating costs may be greater than anticipated. For further information on factors which could impact the Operating Partnership and the statements contained herein, see the
"Risk Factors" section. The Operating Partnership assumes no obligation to update and supplement forward-looking statements that become untrue because of subsequent events.

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ITEM 2. PROPERTIES

PROPERTY LIST

As
of December 31, 2003, the Operating Partnership's Consolidated Properties consisted of 252 in-service office, office/flex and industrial/warehouse properties, as well as two
stand-alone retail properties and two land leases. The Consolidated Properties are located primarily in the Northeast. The Consolidated Properties are easily accessible from major thoroughfares and
are in close proximity to numerous amenities. The Consolidated Properties contain a total of approximately 27.0 million square feet, with the individual properties ranging from 6,216 to 977,225
square feet. The Consolidated Properties, managed by on-site employees, generally have attractively landscaped sites, atriums and covered parking in addition to quality design and
construction. The Operating Partnership's tenants include many service sector employers, including a large number of professional firms and national and international businesses. The Operating
Partnership believes that all of its properties are well-maintained and do not require significant capital improvements.

Property Listing    Office Properties

|Property
Location             |  | Year
Built |  | Net
Rentable
Area
(Sq. Ft.) |  | Percentage
Leased
as of
12/31/03
(%) (a) |  | 2003
Base
Rent
($000's)
(b) (c) |  | 2003
Effective
Rent
($000's)
(c) (d) |  | Percentage
of Total 2003
Base Rent (%) |  | 2003
Average
Base Rent
Per Sq. Ft.
($) (c) (e) |  | 2003
Average
Effective
Rent
Per Sq. Ft.
($) (c) (f)
|----------------------------- |  | ---------- |  | --------------------------- |  | ---------------------------------------- |  | ------------------------------- |  | ------------------------------------ |  | -------------------------------------- |  | ---------------------------------------------- |  | ---------------------------------------------------
|ATLANTIC COUNTY, NEW JERSEY   |  |            |  |                             |  |                                          |  |                                 |  |                                      |  |                                        |  |                                                |  |                                                    
|Egg Harbor                    |  |            |  |                             |  |                                          |  |                                 |  |                                      |  |                                        |  |                                                |  |                                                    
|100 Decadon Drive             |  | 1987       |  | 40,422                      |  | 100.0                                    |  | 951                             |  | 857                                  |  | 0.19                                   |  | 23.53                                          |  | 21.20                                              
|200 Decadon Drive             |  | 1991       |  | 39,922                      |  | 100.0                                    |  | 923                             |  | 917                                  |  | 0.18                                   |  | 23.12                                          |  | 22.97                                              
|BERGEN COUNTY,
NEW JERSEY     |  |            |  |                             |  |                                          |  |                                 |  |                                      |  |                                        |  |                                                |  |                                                    
|Fair Lawn                     |  |            |  |                             |  |                                          |  |                                 |  |                                      |  |                                        |  |                                                |  |                                                    
|17-17 Route 208 North         |  | 1987       |  | 143,000                     |  | 100.0                                    |  | 3,378                           |  | 2,854                                |  | 0.67                                   |  | 23.62                                          |  | 19.96                                              
|Fort Lee                      |  |            |  |                             |  |                                          |  |                                 |  |                                      |  |                                        |  |                                                |  |                                                    
|One Bridge Plaza              |  | 1981       |  | 200,000                     |  | 93.7                                     |  | 4,599                           |  | 4,269                                |  | 0.91                                   |  | 24.54                                          |  | 22.78                                              
|2115 Linwood Avenue           |  | 1981       |  | 68,000                      |  | 71.2                                     |  | 1,460                           |  | 1,095                                |  | 0.29                                   |  | 30.16                                          |  | 22.62                                              
|Little Ferry                  |  |            |  |                             |  |                                          |  |                                 |  |                                      |  |                                        |  |                                                |  |                                                    
|200 Riser Road                |  | 1974       |  | 286,628                     |  | 100.0                                    |  | 2,255                           |  | 2,183                                |  | 0.45                                   |  | 7.87                                           |  | 7.62                                               
|Montvale                      |  |            |  |                             |  |                                          |  |                                 |  |                                      |  |                                        |  |                                                |  |                                                    
|95 Chestnut Ridge Road        |  | 1975       |  | 47,700                      |  | 100.0                                    |  | 563                             |  | 499                                  |  | 0.11                                   |  | 11.80                                          |  | 10.46                                              
|135 Chestnut Ridge Road       |  | 1981       |  | 66,150                      |  | 100.0                                    |  | 1,561                           |  | 1,262                                |  | 0.31                                   |  | 23.60                                          |  | 19.08                                              
|Paramus                       |  |            |  |                             |  |                                          |  |                                 |  |                                      |  |                                        |  |                                                |  |                                                    
|15 East Midland Avenue        |  | 1988       |  | 259,823                     |  | 100.0                                    |  | 6,715                           |  | 6,715                                |  | 1.33                                   |  | 25.84                                          |  | 25.84                                              
|461 From Road                 |  | 1988       |  | 253,554                     |  | 99.8                                     |  | 6,090                           |  | 6,072                                |  | 1.20                                   |  | 24.07                                          |  | 24.00                                              
|650 From Road                 |  | 1978       |  | 348,510                     |  | 98.3                                     |  | 7,782                           |  | 7,102                                |  | 1.54                                   |  | 22.72                                          |  | 20.73                                              
|140 Ridgewood Avenue          |  | 1981       |  | 239,680                     |  | 93.0                                     |  | 4,843                           |  | 4,503                                |  | 0.96                                   |  | 21.73                                          |  | 20.20                                              
|61 South Paramus Avenue       |  | 1985       |  | 269,191                     |  | 99.7                                     |  | 6,727                           |  | 6,062                                |  | 1.33                                   |  | 25.06                                          |  | 22.59                                              
|Rochelle Park                 |  |            |  |                             |  |                                          |  |                                 |  |                                      |  |                                        |  |                                                |  |                                                    
|120 Passaic Street            |  | 1972       |  | 52,000                      |  | 99.6                                     |  | 1,397                           |  | 1,317                                |  | 0.28                                   |  | 26.97                                          |  | 25.43                                              
|365 West Passaic Street       |  | 1976       |  | 212,578                     |  | 90.8                                     |  | 4,103                           |  | 3,656                                |  | 0.81                                   |  | 21.26                                          |  | 18.94                                              
|Upper Saddle River            |  |            |  |                             |  |                                          |  |                                 |  |                                      |  |                                        |  |                                                |  |                                                    
|1 Lake Street                 |  | 1973/94    |  | 474,801                     |  | 100.0                                    |  | 7,465                           |  | 7,465                                |  | 1.48                                   |  | 15.72                                          |  | 15.72                                              
|10 Mountainview Road          |  | 1986       |  | 192,000                     |  | 97.9                                     |  | 3,880                           |  | 3,794                                |  | 0.77                                   |  | 20.64                                          |  | 20.18                                              
|Woodcliff Lake                |  |            |  |                             |  |                                          |  |                                 |  |                                      |  |                                        |  |                                                |  |                                                    
|400 Chestnut Ridge Road       |  | 1982       |  | 89,200                      |  | 100.0                                    |  | 2,094                           |  | 2,036                                |  | 0.41                                   |  | 23.48                                          |  | 22.83                                              
|470 Chestnut Ridge Road       |  | 1987       |  | 52,500                      |  | 100.0                                    |  | 1,192                           |  | 1,192                                |  | 0.24                                   |  | 22.70                                          |  | 22.70                                              
|530 Chestnut Ridge Road       |  | 1986       |  | 57,204                      |  | 100.0                                    |  | 1,166                           |  | 1,166                                |  | 0.23                                   |  | 20.38                                          |  | 20.38                                              
|50 Tice Boulevard             |  | 1984       |  | 235,000                     |  | 100.0                                    |  | 5,883                           |  | 5,183                                |  | 1.16                                   |  | 25.03                                          |  | 22.06                                              
|300 Tice Boulevard            |  | 1991       |  | 230,000                     |  | 100.0                                    |  | 6,038                           |  | 5,423                                |  | 1.19                                   |  | 26.25                                          |  | 23.58                                              
|BURLINGTON COUNTY, NEW JERSEY |  |            |  |                             |  |                                          |  |                                 |  |                                      |  |                                        |  |                                                |  |                                                    
|Moorestown                    |  |            |  |                             |  |                                          |  |                                 |  |                                      |  |                                        |  |                                                |  |                                                    
|224 Strawbridge Drive         |  | 1984       |  | 74,000                      |  | 100.0                                    |  | 1,446                           |  | 1,088                                |  | 0.29                                   |  | 19.54                                          |  | 14.70                                              
|228 Strawbridge Drive         |  | 1984       |  | 74,000                      |  | 100.0                                    |  | 1,271                           |  | 1,047                                |  | 0.25                                   |  | 17.18                                          |  | 14.15                                              

21

---

Property Listing    Office Properties

|Property
Location                     |  | Year
Built |  | Net
Rentable
Area
(Sq. Ft.) |  | Percentage
Leased
as of
12/31/03
(%) (a) |  | 2003
Base
Rent
($000's)
(b) (c) |  | 2003
Effective
Rent
($000's)
(c) (d) |  | Percentage
of Total 2003
Base Rent (%) |  | 2003
Average
Base Rent
Per Sq. Ft.
($) (c) (e) |  | 2003
Average
Effective
Rent
Per Sq. Ft.
($) (c) (f)
|------------------------------------- |  | ---------- |  | --------------------------- |  | ---------------------------------------- |  | ------------------------------- |  | ------------------------------------ |  | -------------------------------------- |  | ---------------------------------------------- |  | ---------------------------------------------------
|ESSEX COUNTY,
NEW JERSEY              |  |            |  |                             |  |                                          |  |                                 |  |                                      |  |                                        |  |                                                |  |                                                    
|Millburn                              |  |            |  |                             |  |                                          |  |                                 |  |                                      |  |                                        |  |                                                |  |                                                    
|150 J.F. Kennedy Parkway              |  | 1980       |  | 247,476                     |  | 98.7                                     |  | 6,492                           |  | 6,003                                |  | 1.28                                   |  | 26.58                                          |  | 24.58                                              
|Roseland                              |  |            |  |                             |  |                                          |  |                                 |  |                                      |  |                                        |  |                                                |  |                                                    
|101 Eisenhower Parkway                |  | 1980       |  | 237,000                     |  | 92.4                                     |  | 4,948                           |  | 4,568                                |  | 0.98                                   |  | 22.59                                          |  | 20.86                                              
|103 Eisenhower Parkway                |  | 1985       |  | 151,545                     |  | 89.5                                     |  | 3,370                           |  | 3,032                                |  | 0.67                                   |  | 24.85                                          |  | 22.35                                              
|105 Eisenhower Parkway                |  | 2001       |  | 220,000                     |  | 62.1                                     |  | 1,580                           |  | 937                                  |  | 0.31                                   |  | 11.56                                          |  | 6.86                                               
|HUDSON COUNTY,
NEW JERSEY             |  |            |  |                             |  |                                          |  |                                 |  |                                      |  |                                        |  |                                                |  |                                                    
|Jersey City                           |  |            |  |                             |  |                                          |  |                                 |  |                                      |  |                                        |  |                                                |  |                                                    
|Harborside Financial Center Plaza 1   |  | 1983       |  | 400,000                     |  | 99.0                                     |  | 4,684                           |  | 4,423                                |  | 0.93                                   |  | 11.83                                          |  | 11.17                                              
|Harborside Financial Center Plaza 2   |  | 1990       |  | 761,200                     |  | 100.0                                    |  | 19,194                          |  | 18,085                               |  | 3.78                                   |  | 25.22                                          |  | 23.76                                              
|Harborside Financial Center Plaza 3   |  | 1990       |  | 725,600                     |  | 100.0                                    |  | 18,294                          |  | 17,236                               |  | 3.61                                   |  | 25.21                                          |  | 23.75                                              
|Harborside Financial Center Plaza 4-A |  | 2000       |  | 207,670                     |  | 96.3                                     |  | 6,975                           |  | 6,202                                |  | 1.38                                   |  | 34.88                                          |  | 31.01                                              
|Harborside Financial Center Plaza 5   |  | 2002       |  | 977,225                     |  | 60.1                                     |  | 20,922                          |  | 18,275                               |  | 4.13                                   |  | 35.62                                          |  | 31.12                                              
|MERCER COUNTY,
NEW JERSEY             |  |            |  |                             |  |                                          |  |                                 |  |                                      |  |                                        |  |                                                |  |                                                    
|Hamilton Township                     |  |            |  |                             |  |                                          |  |                                 |  |                                      |  |                                        |  |                                                |  |                                                    
|600 Horizon Drive                     |  | 2002       |  | 95,000                      |  | 100.0                                    |  | 1,373                           |  | 1,373                                |  | 0.27                                   |  | 14.45                                          |  | 14.45                                              
|Princeton                             |  |            |  |                             |  |                                          |  |                                 |  |                                      |  |                                        |  |                                                |  |                                                    
|103 Carnegie Center                   |  | 1984       |  | 96,000                      |  | 84.8                                     |  | 2,023                           |  | 1,894                                |  | 0.40                                   |  | 24.85                                          |  | 23.27                                              
|100 Overlook Center                   |  | 1988       |  | 149,600                     |  | 94.7                                     |  | 4,125                           |  | 3,718                                |  | 0.82                                   |  | 29.12                                          |  | 26.24                                              
|5 Vaughn Drive                        |  | 1987       |  | 98,500                      |  | 98.1                                     |  | 2,039                           |  | 1,883                                |  | 0.40                                   |  | 21.10                                          |  | 19.49                                              
|MIDDLESEX COUNTY, NEW JERSEY          |  |            |  |                             |  |                                          |  |                                 |  |                                      |  |                                        |  |                                                |  |                                                    
|East Brunswick                        |  |            |  |                             |  |                                          |  |                                 |  |                                      |  |                                        |  |                                                |  |                                                    
|377 Summerhill Road                   |  | 1977       |  | 40,000                      |  | 100.0                                    |  | 373                             |  | 368                                  |  | 0.07                                   |  | 9.33                                           |  | 9.20                                               
|Plainsboro                            |  |            |  |                             |  |                                          |  |                                 |  |                                      |  |                                        |  |                                                |  |                                                    
|500 College Road East                 |  | 1984       |  | 158,235                     |  | 100.0                                    |  | 3,696                           |  | 3,682                                |  | 0.73                                   |  | 23.36                                          |  | 23.27                                              
|South Brunswick                       |  |            |  |                             |  |                                          |  |                                 |  |                                      |  |                                        |  |                                                |  |                                                    
|3 Independence Way                    |  | 1983       |  | 111,300                     |  | 16.7                                     |  | 665                             |  | 558                                  |  | 0.13                                   |  | 35.78                                          |  | 30.02                                              
|Woodbridge                            |  |            |  |                             |  |                                          |  |                                 |  |                                      |  |                                        |  |                                                |  |                                                    
|581 Main Street                       |  | 1991       |  | 200,000                     |  | 100.0                                    |  | 4,899                           |  | 4,729                                |  | 0.97                                   |  | 24.50                                          |  | 23.65                                              
|MONMOUTH COUNTY, NEW JERSEY           |  |            |  |                             |  |                                          |  |                                 |  |                                      |  |                                        |  |                                                |  |                                                    
|Neptune                               |  |            |  |                             |  |                                          |  |                                 |  |                                      |  |                                        |  |                                                |  |                                                    
|3600 Route 66                         |  | 1989       |  | 180,000                     |  | 100.0                                    |  | 2,409                           |  | 2,409                                |  | 0.48                                   |  | 13.38                                          |  | 13.38                                              
|Wall Township                         |  |            |  |                             |  |                                          |  |                                 |  |                                      |  |                                        |  |                                                |  |                                                    
|1305 Campus Parkway                   |  | 1988       |  | 23,350                      |  | 92.4                                     |  | 398                             |  | 366                                  |  | 0.08                                   |  | 18.45                                          |  | 16.96                                              
|1350 Campus Parkway                   |  | 1990       |  | 79,747                      |  | 99.9                                     |  | 1,579                           |  | 1,483                                |  | 0.31                                   |  | 19.82                                          |  | 18.61                                              
|MORRIS COUNTY,
NEW JERSEY             |  |            |  |                             |  |                                          |  |                                 |  |                                      |  |                                        |  |                                                |  |                                                    
|Florham Park                          |  |            |  |                             |  |                                          |  |                                 |  |                                      |  |                                        |  |                                                |  |                                                    
|325 Columbia Turnpike                 |  | 1987       |  | 168,144                     |  | 99.0                                     |  | 4,478                           |  | 4,058                                |  | 0.89                                   |  | 26.90                                          |  | 24.38                                              
|Morris Plains                         |  |            |  |                             |  |                                          |  |                                 |  |                                      |  |                                        |  |                                                |  |                                                    
|250 Johnson Road                      |  | 1977       |  | 75,000                      |  | 100.0                                    |  | 1,594                           |  | 1,433                                |  | 0.32                                   |  | 21.25                                          |  | 19.11                                              
|201 Littleton Road                    |  | 1979       |  | 88,369                      |  | 86.3                                     |  | 1,634                           |  | 1,497                                |  | 0.32                                   |  | 21.43                                          |  | 19.63                                              
|Morris Township                       |  |            |  |                             |  |                                          |  |                                 |  |                                      |  |                                        |  |                                                |  |                                                    
|340 Mt. Kemble Avenue                 |  | 1985       |  | 387,000                     |  | 100.0                                    |  | 5,530                           |  | 5,530                                |  | 1.09                                   |  | 14.29                                          |  | 14.29                                              
|Parsippany                            |  |            |  |                             |  |                                          |  |                                 |  |                                      |  |                                        |  |                                                |  |                                                    
|4 Campus Drive                        |  | 1983       |  | 147,475                     |  | 94.8                                     |  | 3,518                           |  | 3,478                                |  | 0.70                                   |  | 25.16                                          |  | 24.88                                              
|6 Campus Drive                        |  | 1983       |  | 148,291                     |  | 46.2                                     |  | 1,327                           |  | 1,259                                |  | 0.26                                   |  | 19.37                                          |  | 18.38                                              
|7 Campus Drive                        |  | 1982       |  | 154,395                     |  | 100.0                                    |  | 2,037                           |  | 1,924                                |  | 0.40                                   |  | 13.19                                          |  | 12.46                                              
|8 Campus Drive                        |  | 1987       |  | 215,265                     |  | 100.0                                    |  | 5,309                           |  | 5,003                                |  | 1.05                                   |  | 24.66                                          |  | 23.24                                              
|9 Campus Drive                        |  | 1983       |  | 156,495                     |  | 81.0                                     |  | 4,363                           |  | 4,239                                |  | 0.86                                   |  | 34.42                                          |  | 33.44                                              
|2 Dryden Way                          |  | 1990       |  | 6,216                       |  | 100.0                                    |  | 92                              |  | 92                                   |  | 0.02                                   |  | 14.80                                          |  | 14.80                                              
|4 Gatehall Drive                      |  | 1988       |  | 248,480                     |  | 81.7                                     |  | 5,663                           |  | 5,427                                |  | 1.12                                   |  | 27.90                                          |  | 26.73                                              
|2 Hilton Court                        |  | 1991       |  | 181,592                     |  | 86.6                                     |  | 4,294                           |  | 4,055                                |  | 0.85                                   |  | 27.31                                          |  | 25.79                                              
|1633 Littleton Road                   |  | 1978       |  | 57,722                      |  | 100.0                                    |  | 1,131                           |  | 1,131                                |  | 0.22                                   |  | 19.59                                          |  | 19.59                                              
|600 Parsippany Road                   |  | 1978       |  | 96,000                      |  | 44.8                                     |  | 1,020                           |  | 883                                  |  | 0.20                                   |  | 23.72                                          |  | 20.53                                              
|1 Sylvan Way                          |  | 1989       |  | 150,557                     |  | 100.0                                    |  | 3,438                           |  | 3,036                                |  | 0.68                                   |  | 22.84                                          |  | 20.17                                              
|5 Sylvan Way                          |  | 1989       |  | 151,383                     |  | 100.0                                    |  | 3,962                           |  | 3,703                                |  | 0.78                                   |  | 26.17                                          |  | 24.46                                              
|7 Sylvan Way                          |  | 1987       |  | 145,983                     |  | 100.0                                    |  | 2,927                           |  | 2,766                                |  | 0.58                                   |  | 20.05                                          |  | 18.95                                              

22

---

Property Listing    Office Properties

|Property
Location                 |  | Year
Built |  | Net
Rentable
Area
(Sq. Ft.) |  | Percentage
Leased
as of
12/31/03
(%) (a) |  | 2003
Base
Rent
($000's)
(b) (c) |  | 2003
Effective
Rent
($000's)
(c) (d) |  | Percentage
of Total 2003
Base Rent (%) |  | 2003
Average
Base Rent
Per Sq. Ft.
($) (c) (e) |  | 2003
Average
Effective
Rent
Per Sq. Ft.
($) (c) (f)
|--------------------------------- |  | ---------- |  | --------------------------- |  | ---------------------------------------- |  | ------------------------------- |  | ------------------------------------ |  | -------------------------------------- |  | ---------------------------------------------- |  | ---------------------------------------------------
|PASSAIC COUNTY,
NEW JERSEY        |  |            |  |                             |  |                                          |  |                                 |  |                                      |  |                                        |  |                                                |  |                                                    
|Clifton                           |  |            |  |                             |  |                                          |  |                                 |  |                                      |  |                                        |  |                                                |  |                                                    
|777 Passaic Avenue                |  | 1983       |  | 75,000                      |  | 96.1                                     |  | 1,499                           |  | 1,276                                |  | 0.30                                   |  | 20.80                                          |  | 17.70                                              
|Totowa                            |  |            |  |                             |  |                                          |  |                                 |  |                                      |  |                                        |  |                                                |  |                                                    
|999 Riverview Drive               |  | 1988       |  | 56,066                      |  | 94.8                                     |  | 849                             |  | 781                                  |  | 0.17                                   |  | 15.97                                          |  | 14.69                                              
|Wayne                             |  |            |  |                             |  |                                          |  |                                 |  |                                      |  |                                        |  |                                                |  |                                                    
|201 Willowbrook Boulevard         |  | 1970       |  | 178,329                     |  | 56.2                                     |  | 1,625                           |  | 1,395                                |  | 0.32                                   |  | 16.21                                          |  | 13.92                                              
|SOMERSET COUNTY, NEW JERSEY       |  |            |  |                             |  |                                          |  |                                 |  |                                      |  |                                        |  |                                                |  |                                                    
|Basking Ridge                     |  |            |  |                             |  |                                          |  |                                 |  |                                      |  |                                        |  |                                                |  |                                                    
|222 Mt. Airy Road                 |  | 1986       |  | 49,000                      |  | 100.0                                    |  | 741                             |  | 689                                  |  | 0.15                                   |  | 15.12                                          |  | 14.06                                              
|233 Mt. Airy Road                 |  | 1987       |  | 66,000                      |  | 100.0                                    |  | 1,315                           |  | 1,103                                |  | 0.26                                   |  | 19.92                                          |  | 16.71                                              
|Bernards                          |  |            |  |                             |  |                                          |  |                                 |  |                                      |  |                                        |  |                                                |  |                                                    
|106 Allen Road                    |  | 2000       |  | 132,010                     |  | 73.1                                     |  | 2,206                           |  | 1,776                                |  | 0.44                                   |  | 22.86                                          |  | 18.40                                              
|Bridgewater                       |  |            |  |                             |  |                                          |  |                                 |  |                                      |  |                                        |  |                                                |  |                                                    
|721 Route 202/206                 |  | 1989       |  | 192,741                     |  | 100.0                                    |  | 4,767                           |  | 4,520                                |  | 0.94                                   |  | 24.73                                          |  | 23.45                                              
|UNION COUNTY,
NEW JERSEY          |  |            |  |                             |  |                                          |  |                                 |  |                                      |  |                                        |  |                                                |  |                                                    
|Clark                             |  |            |  |                             |  |                                          |  |                                 |  |                                      |  |                                        |  |                                                |  |                                                    
|100 Walnut Avenue                 |  | 1985       |  | 182,555                     |  | 86.8                                     |  | 4,822                           |  | 4,248                                |  | 0.95                                   |  | 30.43                                          |  | 26.81                                              
|Cranford                          |  |            |  |                             |  |                                          |  |                                 |  |                                      |  |                                        |  |                                                |  |                                                    
|6 Commerce Drive                  |  | 1973       |  | 56,000                      |  | 100.0                                    |  | 1,197                           |  | 1,048                                |  | 0.24                                   |  | 21.38                                          |  | 18.71                                              
|11 Commerce Drive (c)             |  | 1981       |  | 90,000                      |  | 100.0                                    |  | 1,223                           |  | 1,056                                |  | 0.24                                   |  | 13.59                                          |  | 11.73                                              
|12 Commerce Drive                 |  | 1967       |  | 72,260                      |  | 88.7                                     |  | 873                             |  | 704                                  |  | 0.17                                   |  | 13.62                                          |  | 10.98                                              
|14 Commerce Drive(g)              |  | 1971       |  | 67,189                      |  | 98.0                                     |  | 379                             |  | 379                                  |  | 0.07                                   |  | 21.01                                          |  | 21.01                                              
|20 Commerce Drive                 |  | 1990       |  | 176,600                     |  | 93.8                                     |  | 4,380                           |  | 3,873                                |  | 0.87                                   |  | 26.44                                          |  | 23.38                                              
|25 Commerce Drive                 |  | 1971       |  | 67,749                      |  | 100.0                                    |  | 1,352                           |  | 1,315                                |  | 0.27                                   |  | 19.96                                          |  | 19.41                                              
|65 Jackson Drive                  |  | 1984       |  | 82,778                      |  | 88.7                                     |  | 1,737                           |  | 1,549                                |  | 0.34                                   |  | 23.66                                          |  | 21.10                                              
|New Providence                    |  |            |  |                             |  |                                          |  |                                 |  |                                      |  |                                        |  |                                                |  |                                                    
|890 Mountain Avenue               |  | 1977       |  | 80,000                      |  | 89.6                                     |  | 1,886                           |  | 1,807                                |  | 0.37                                   |  | 26.31                                          |  | 25.21                                              
|                                  |  |            |  |                             |  |                                          |  |                                 |  |                                      |  |                                        |  |                                                |  |                                                    
|Total New Jersey Office           |  |            |  | 13,367,955                  |  | 91.3                                     |  | 276,988                         |  | 256,014                              |  | 54.75                                  |  | 22.76                                          |  | 21.05                                              
|                                  |  |            |  |                             |  |                                          |  |                                 |  |                                      |  |                                        |  |                                                |  |                                                    
|DUTCHESS COUNTY,
NEW YORK         |  |            |  |                             |  |                                          |  |                                 |  |                                      |  |                                        |  |                                                |  |                                                    
|Fishkill                          |  |            |  |                             |  |                                          |  |                                 |  |                                      |  |                                        |  |                                                |  |                                                    
|300 Westage Business Center Drive |  | 1987       |  | 118,727                     |  | 88.7                                     |  | 2,283                           |  | 2,082                                |  | 0.45                                   |  | 21.68                                          |  | 19.77                                              
|NASSAU COUNTY, NEW YORK           |  |            |  |                             |  |                                          |  |                                 |  |                                      |  |                                        |  |                                                |  |                                                    
|North Hempstead                   |  |            |  |                             |  |                                          |  |                                 |  |                                      |  |                                        |  |                                                |  |                                                    
|600 Community Drive               |  | 1983       |  | 237,274                     |  | 100.0                                    |  | 5,476                           |  | 5,476                                |  | 1.08                                   |  | 23.08                                          |  | 23.08                                              
|111 East Shore Road               |  | 1980       |  | 55,575                      |  | 100.0                                    |  | 1,518                           |  | 1,504                                |  | 0.30                                   |  | 27.31                                          |  | 27.06                                              
|ROCKLAND COUNTY, NEW YORK         |  |            |  |                             |  |                                          |  |                                 |  |                                      |  |                                        |  |                                                |  |                                                    
|Suffern                           |  |            |  |                             |  |                                          |  |                                 |  |                                      |  |                                        |  |                                                |  |                                                    
|400 Rella Boulevard               |  | 1988       |  | 180,000                     |  | 95.9                                     |  | 4,130                           |  | 3,690                                |  | 0.82                                   |  | 23.93                                          |  | 21.38                                              
|WESTCHESTER COUNTY, NEW YORK      |  |            |  |                             |  |                                          |  |                                 |  |                                      |  |                                        |  |                                                |  |                                                    
|Elmsford                          |  |            |  |                             |  |                                          |  |                                 |  |                                      |  |                                        |  |                                                |  |                                                    
|100 Clearbrook Road(c)            |  | 1975       |  | 60,000                      |  | 100.0                                    |  | 1,067                           |  | 953                                  |  | 0.21                                   |  | 17.78                                          |  | 15.88                                              
|101 Executive Boulevard           |  | 1971       |  | 50,000                      |  | 78.5                                     |  | 819                             |  | 764                                  |  | 0.16                                   |  | 20.87                                          |  | 19.46                                              
|555 Taxter Road                   |  | 1986       |  | 170,554                     |  | 63.6                                     |  | 3,439                           |  | 3,375                                |  | 0.68                                   |  | 31.70                                          |  | 31.11                                              
|565 Taxter Road                   |  | 1988       |  | 170,554                     |  | 85.6                                     |  | 3,589                           |  | 3,455                                |  | 0.71                                   |  | 24.58                                          |  | 23.67                                              
|570 Taxter Road                   |  | 1972       |  | 75,000                      |  | 91.5                                     |  | 1,645                           |  | 1,474                                |  | 0.33                                   |  | 23.97                                          |  | 21.48                                              
|Hawthorne                         |  |            |  |                             |  |                                          |  |                                 |  |                                      |  |                                        |  |                                                |  |                                                    
|1 Skyline Drive                   |  | 1980       |  | 20,400                      |  | 99.0                                     |  | 392                             |  | 368                                  |  | 0.08                                   |  | 19.41                                          |  | 18.22                                              
|2 Skyline Drive                   |  | 1987       |  | 30,000                      |  | 85.6                                     |  | 469                             |  | 424                                  |  | 0.09                                   |  | 18.26                                          |  | 16.51                                              
|3 Skyline Drive                   |  | 1981       |  | 75,668                      |  | 100.0                                    |  | 1,688                           |  | 1,688                                |  | 0.33                                   |  | 22.31                                          |  | 22.31                                              
|7 Skyline Drive                   |  | 1987       |  | 109,000                     |  | 96.6                                     |  | 1,926                           |  | 1,855                                |  | 0.38                                   |  | 18.29                                          |  | 17.62                                              
|17 Skyline Drive                  |  | 1989       |  | 85,000                      |  | 100.0                                    |  | 1,360                           |  | 1,335                                |  | 0.27                                   |  | 16.00                                          |  | 15.71                                              
|19 Skyline Drive                  |  | 1982       |  | 248,400                     |  | 100.0                                    |  | 4,484                           |  | 4,187                                |  | 0.89                                   |  | 18.05                                          |  | 16.86                                              
|Tarrytown                         |  |            |  |                             |  |                                          |  |                                 |  |                                      |  |                                        |  |                                                |  |                                                    
|200 White Plains Road             |  | 1982       |  | 89,000                      |  | 91.6                                     |  | 1,896                           |  | 1,695                                |  | 0.37                                   |  | 23.26                                          |  | 20.79                                              
|220 White Plains Road             |  | 1984       |  | 89,000                      |  | 100.0                                    |  | 2,020                           |  | 1,651                                |  | 0.40                                   |  | 22.70                                          |  | 18.55                                              

23

---

Property Listing    Office Properties

|Property
Location               |  | Year
Built |  | Net
Rentable
Area
(Sq. Ft.) |  | Percentage
Leased
as of
12/31/03
(%) (a) |  | 2003
Base
Rent
($000's)
(b) (c) |  | 2003
Effective
Rent
($000's)
(c) (d) |  | Percentage
of Total 2003
Base Rent (%) |  | 2003
Average
Base Rent
Per Sq. Ft.
($) (c) (e) |  | 2003
Average
Effective
Rent
Per Sq. Ft.
($) (c) (f)
|------------------------------- |  | ---------- |  | --------------------------- |  | ---------------------------------------- |  | ------------------------------- |  | ------------------------------------ |  | -------------------------------------- |  | ---------------------------------------------- |  | ---------------------------------------------------
|White Plains                    |  |            |  |                             |  |                                          |  |                                 |  |                                      |  |                                        |  |                                                |  |                                                    
|1 Barker Avenue                 |  | 1975       |  | 68,000                      |  | 96.6                                     |  | 1,697                           |  | 1,600                                |  | 0.34                                   |  | 25.83                                          |  | 24.36                                              
|3 Barker Avenue                 |  | 1983       |  | 65,300                      |  | 93.3                                     |  | 1,614                           |  | 1,412                                |  | 0.32                                   |  | 26.49                                          |  | 23.18                                              
|50 Main Street                  |  | 1985       |  | 309,000                     |  | 96.8                                     |  | 8,509                           |  | 7,890                                |  | 1.67                                   |  | 28.45                                          |  | 26.38                                              
|11 Martine Avenue               |  | 1987       |  | 180,000                     |  | 92.9                                     |  | 4,463                           |  | 3,987                                |  | 0.88                                   |  | 26.69                                          |  | 23.84                                              
|1 Water Street                  |  | 1979       |  | 45,700                      |  | 94.9                                     |  | 1,017                           |  | 915                                  |  | 0.20                                   |  | 23.45                                          |  | 21.10                                              
|Yonkers                         |  |            |  |                             |  |                                          |  |                                 |  |                                      |  |                                        |  |                                                |  |                                                    
|1 Executive Boulevard           |  | 1982       |  | 112,000                     |  | 100.0                                    |  | 2,822                           |  | 2,640                                |  | 0.56                                   |  | 25.20                                          |  | 23.57                                              
|3 Executive Plaza               |  | 1987       |  | 58,000                      |  | 100.0                                    |  | 1,328                           |  | 1,195                                |  | 0.26                                   |  | 22.90                                          |  | 20.60                                              
|                                |  |            |  |                             |  |                                          |  |                                 |  |                                      |  |                                        |  |                                                |  |                                                    
|Total New York Office           |  |            |  | 2,702,152                   |  | 93.6                                     |  | 59,651                          |  | 55,615                               |  | 11.78                                  |  | 23.58                                          |  | 21.98                                              
|                                |  |            |  |                             |  |                                          |  |                                 |  |                                      |  |                                        |  |                                                |  |                                                    
|CHESTER COUNTY, PENNSYLVANIA    |  |            |  |                             |  |                                          |  |                                 |  |                                      |  |                                        |  |                                                |  |                                                    
|Berwyn                          |  |            |  |                             |  |                                          |  |                                 |  |                                      |  |                                        |  |                                                |  |                                                    
|1000 Westlakes Drive            |  | 1989       |  | 60,696                      |  | 87.3                                     |  | 1,467                           |  | 1,419                                |  | 0.29                                   |  | 27.69                                          |  | 26.78                                              
|1055 Westlakes Drive            |  | 1990       |  | 118,487                     |  | 67.5                                     |  | 1,848                           |  | 1,479                                |  | 0.37                                   |  | 23.11                                          |  | 18.49                                              
|1205 Westlakes Drive            |  | 1988       |  | 130,265                     |  | 92.8                                     |  | 3,126                           |  | 2,974                                |  | 0.62                                   |  | 25.86                                          |  | 24.60                                              
|1235 Westlakes Drive            |  | 1986       |  | 134,902                     |  | 59.7                                     |  | 2,020                           |  | 1,867                                |  | 0.40                                   |  | 25.08                                          |  | 23.18                                              
|DELAWARE COUNTY, PENNSYLVANIA   |  |            |  |                             |  |                                          |  |                                 |  |                                      |  |                                        |  |                                                |  |                                                    
|Lester                          |  |            |  |                             |  |                                          |  |                                 |  |                                      |  |                                        |  |                                                |  |                                                    
|100 Stevens Drive               |  | 1986       |  | 95,000                      |  | 100.0                                    |  | 2,551                           |  | 2,350                                |  | 0.50                                   |  | 26.85                                          |  | 24.74                                              
|200 Stevens Drive               |  | 1987       |  | 208,000                     |  | 100.0                                    |  | 5,613                           |  | 5,263                                |  | 1.11                                   |  | 26.99                                          |  | 25.30                                              
|300 Stevens Drive               |  | 1992       |  | 68,000                      |  | 63.1                                     |  | 883                             |  | 740                                  |  | 0.17                                   |  | 20.58                                          |  | 17.25                                              
|Media                           |  |            |  |                             |  |                                          |  |                                 |  |                                      |  |                                        |  |                                                |  |                                                    
|1400 Providence RoadCenter I   |  | 1986       |  | 100,000                     |  | 94.0                                     |  | 2,224                           |  | 2,011                                |  | 0.44                                   |  | 23.66                                          |  | 21.39                                              
|1400 Providence RoadCenter II  |  | 1990       |  | 160,000                     |  | 89.0                                     |  | 3,240                           |  | 2,924                                |  | 0.64                                   |  | 22.75                                          |  | 20.53                                              
|MONTGOMERY COUNTY, PENNSYLVANIA |  |            |  |                             |  |                                          |  |                                 |  |                                      |  |                                        |  |                                                |  |                                                    
|Blue Bell                       |  |            |  |                             |  |                                          |  |                                 |  |                                      |  |                                        |  |                                                |  |                                                    
|4 Sentry Parkway(g)             |  | 1982       |  | 63,930                      |  | 94.1                                     |  | 417                             |  | 417                                  |  | 0.08                                   |  | 22.79                                          |  | 22.79                                              
|16 Sentry Parkway               |  | 1988       |  | 93,093                      |  | 89.0                                     |  | 2,075                           |  | 2,058                                |  | 0.41                                   |  | 24.98                                          |  | 24.77                                              
|18 Sentry Parkway               |  | 1988       |  | 95,010                      |  | 84.9                                     |  | 2,017                           |  | 2,009                                |  | 0.40                                   |  | 24.94                                          |  | 24.84                                              
|King of Prussia                 |  |            |  |                             |  |                                          |  |                                 |  |                                      |  |                                        |  |                                                |  |                                                    
|2200 Renaissance Boulevard      |  | 1985       |  | 174,124                     |  | 89.5                                     |  | 3,792                           |  | 3,778                                |  | 0.75                                   |  | 24.33                                          |  | 24.24                                              
|Lower Providence                |  |            |  |                             |  |                                          |  |                                 |  |                                      |  |                                        |  |                                                |  |                                                    
|1000 Madison Avenue             |  | 1990       |  | 100,700                     |  | 31.1                                     |  | 895                             |  | 780                                  |  | 0.18                                   |  | 28.58                                          |  | 24.91                                              
|Plymouth Meeting                |  |            |  |                             |  |                                          |  |                                 |  |                                      |  |                                        |  |                                                |  |                                                    
|1150 Plymouth Meeting Mall      |  | 1970       |  | 167,748                     |  | 94.7                                     |  | 3,464                           |  | 3,166                                |  | 0.68                                   |  | 21.81                                          |  | 19.93                                              
|Five Sentry Parkway East        |  | 1984       |  | 91,600                      |  | 100.0                                    |  | 1,917                           |  | 1,860                                |  | 0.38                                   |  | 20.93                                          |  | 20.31                                              
|Five Sentry Parkway West        |  | 1984       |  | 38,400                      |  | 100.0                                    |  | 822                             |  | 803                                  |  | 0.16                                   |  | 21.41                                          |  | 20.91                                              
|                                |  |            |  |                             |  |                                          |  |                                 |  |                                      |  |                                        |  |                                                |  |                                                    
|Total Pennsylvania Office       |  |            |  | 1,899,955                   |  | 85.1                                     |  | 38,371                          |  | 35,898                               |  | 7.58                                   |  | 24.32                                          |  | 22.79                                              
|                                |  |            |  |                             |  |                                          |  |                                 |  |                                      |  |                                        |  |                                                |  |                                                    
|FAIRFIELD COUNTY, CONNECTICUT   |  |            |  |                             |  |                                          |  |                                 |  |                                      |  |                                        |  |                                                |  |                                                    
|Greenwich                       |  |            |  |                             |  |                                          |  |                                 |  |                                      |  |                                        |  |                                                |  |                                                    
|500 West Putnam Avenue          |  | 1973       |  | 121,250                     |  | 100.0                                    |  | 3,059                           |  | 2,847                                |  | 0.60                                   |  | 25.23                                          |  | 23.48                                              
|Norwalk                         |  |            |  |                             |  |                                          |  |                                 |  |                                      |  |                                        |  |                                                |  |                                                    
|40 Richards Avenue              |  | 1985       |  | 145,487                     |  | 77.6                                     |  | 3,153                           |  | 2,855                                |  | 0.62                                   |  | 27.93                                          |  | 25.29                                              
|Shelton                         |  |            |  |                             |  |                                          |  |                                 |  |                                      |  |                                        |  |                                                |  |                                                    
|1000 Bridgeport Avenue          |  | 1986       |  | 133,000                     |  | 74.3                                     |  | 1,810                           |  | 1,609                                |  | 0.36                                   |  | 18.32                                          |  | 16.28                                              

24

---

Property Listing    Office Properties

|Property
Location                 |  | Year
Built |  | Net
Rentable
Area
(Sq. Ft.) |  | Percentage
Leased
as of
12/31/03
(%) (a) |  | 2003
Base
Rent
($000's)
(b) (c) |  | 2003
Effective
Rent
($000's)
(c) (d) |  | Percentage
of Total 2003
Base Rent (%) |  | 2003
Average
Base Rent
Per Sq. Ft.
($) (c) (e) |  | 2003
Average
Effective
Rent
Per Sq. Ft.
($) (c) (f)
|--------------------------------- |  | ---------- |  | --------------------------- |  | ---------------------------------------- |  | ------------------------------- |  | ------------------------------------ |  | -------------------------------------- |  | ---------------------------------------------- |  | ---------------------------------------------------
|Stamford                          |  |            |  |                             |  |                                          |  |                                 |  |                                      |  |                                        |  |                                                |  |                                                    
|1266 East Main Street             |  | 1984       |  | 179,260                     |  | 97.8                                     |  | 4,746                           |  | 4,735                                |  | 0.94                                   |  | 27.07                                          |  | 27.01                                              
|                                  |  |            |  |                             |  |                                          |  |                                 |  |                                      |  |                                        |  |                                                |  |                                                    
|Total Connecticut Office          |  |            |  | 578,997                     |  | 87.8                                     |  | 12,768                          |  | 12,046                               |  | 2.52                                   |  | 25.12                                          |  | 23.70                                              
|                                  |  |            |  |                             |  |                                          |  |                                 |  |                                      |  |                                        |  |                                                |  |                                                    
|WASHINGTON, D.C.                  |  |            |  |                             |  |                                          |  |                                 |  |                                      |  |                                        |  |                                                |  |                                                    
|1201 Connecticut Avenue, NW       |  | 1940       |  | 169,549                     |  | 97.6                                     |  | 5,310                           |  | 5,080                                |  | 1.05                                   |  | 32.09                                          |  | 30.70                                              
|1400 L Street, NW                 |  | 1987       |  | 159,000                     |  | 100.0                                    |  | 6,197                           |  | 5,936                                |  | 1.22                                   |  | 38.97                                          |  | 37.33                                              
|                                  |  |            |  |                             |  |                                          |  |                                 |  |                                      |  |                                        |  |                                                |  |                                                    
|Total District of Columbia Office |  |            |  | 328,549                     |  | 98.8                                     |  | 11,507                          |  | 11,016                               |  | 2.27                                   |  | 35.46                                          |  | 33.95                                              
|                                  |  |            |  |                             |  |                                          |  |                                 |  |                                      |  |                                        |  |                                                |  |                                                    
|PRINCE GEORGE'S COUNTY, MARYLAND  |  |            |  |                             |  |                                          |  |                                 |  |                                      |  |                                        |  |                                                |  |                                                    
|Lanham                            |  |            |  |                             |  |                                          |  |                                 |  |                                      |  |                                        |  |                                                |  |                                                    
|4200 Parliament Place             |  | 1989       |  | 122,000                     |  | 98.2                                     |  | 2,811                           |  | 2,648                                |  | 0.56                                   |  | 23.46                                          |  | 22.10                                              
|                                  |  |            |  |                             |  |                                          |  |                                 |  |                                      |  |                                        |  |                                                |  |                                                    
|Total Maryland Office             |  |            |  | 122,000                     |  | 98.2                                     |  | 2,811                           |  | 2,648                                |  | 0.56                                   |  | 23.46                                          |  | 22.10                                              
|                                  |  |            |  |                             |  |                                          |  |                                 |  |                                      |  |                                        |  |                                                |  |                                                    
|BEXAR COUNTY, TEXAS               |  |            |  |                             |  |                                          |  |                                 |  |                                      |  |                                        |  |                                                |  |                                                    
|San Antonio                       |  |            |  |                             |  |                                          |  |                                 |  |                                      |  |                                        |  |                                                |  |                                                    
|84 N.E. Loop 410                  |  | 1971       |  | 187,312                     |  | 78.8                                     |  | 2,611                           |  | 2,297                                |  | 0.52                                   |  | 17.69                                          |  | 15.56                                              
|DALLAS COUNTY, TEXAS              |  |            |  |                             |  |                                          |  |                                 |  |                                      |  |                                        |  |                                                |  |                                                    
|Dallas                            |  |            |  |                             |  |                                          |  |                                 |  |                                      |  |                                        |  |                                                |  |                                                    
|3030 LBJ Freeway(c)               |  | 1984       |  | 367,018                     |  | 76.6                                     |  | 5,251                           |  | 4,757                                |  | 1.04                                   |  | 18.68                                          |  | 16.92                                              
|Richardson                        |  |            |  |                             |  |                                          |  |                                 |  |                                      |  |                                        |  |                                                |  |                                                    
|1122 Alma Road                    |  | 1977       |  | 82,576                      |  | 100.0                                    |  | 607                             |  | 599                                  |  | 0.12                                   |  | 7.35                                           |  | 7.25                                               
|                                  |  |            |  |                             |  |                                          |  |                                 |  |                                      |  |                                        |  |                                                |  |                                                    
|Total Texas Office                |  |            |  | 636,906                     |  | 80.3                                     |  | 8,469                           |  | 7,653                                |  | 1.68                                   |  | 16.56                                          |  | 14.97                                              
|                                  |  |            |  |                             |  |                                          |  |                                 |  |                                      |  |                                        |  |                                                |  |                                                    
|ARAPAHOE COUNTY, COLORADO         |  |            |  |                             |  |                                          |  |                                 |  |                                      |  |                                        |  |                                                |  |                                                    
|Denver                            |  |            |  |                             |  |                                          |  |                                 |  |                                      |  |                                        |  |                                                |  |                                                    
|400 South Colorado Boulevard      |  | 1983       |  | 125,415                     |  | 77.6                                     |  | 1,801                           |  | 1,667                                |  | 0.36                                   |  | 18.51                                          |  | 17.13                                              
|Englewood                         |  |            |  |                             |  |                                          |  |                                 |  |                                      |  |                                        |  |                                                |  |                                                    
|9359 East Nichols Avenue          |  | 1997       |  | 72,610                      |  | 100.0                                    |  | 767                             |  | 767                                  |  | 0.15                                   |  | 10.56                                          |  | 10.56                                              
|5350 South Roslyn Street          |  | 1982       |  | 63,754                      |  | 91.0                                     |  | 933                             |  | 777                                  |  | 0.18                                   |  | 16.08                                          |  | 13.39                                              
|BOULDER COUNTY, COLORADO          |  |            |  |                             |  |                                          |  |                                 |  |                                      |  |                                        |  |                                                |  |                                                    
|Broomfield                        |  |            |  |                             |  |                                          |  |                                 |  |                                      |  |                                        |  |                                                |  |                                                    
|105 South Technology Court        |  | 1997       |  | 37,574                      |  | 67.0                                     |  | 186                             |  | 178                                  |  | 0.04                                   |  | 7.39                                           |  | 7.07                                               
|303 South Technology Court-A      |  | 1997       |  | 34,454                      |  | 100.0                                    |  | 157                             |  | 112                                  |  | 0.03                                   |  | 4.56                                           |  | 3.25                                               
|303 South Technology Court-B      |  | 1997       |  | 40,416                      |  | 100.0                                    |  | 185                             |  | 131                                  |  | 0.04                                   |  | 4.58                                           |  | 3.24                                               
|Louisville                        |  |            |  |                             |  |                                          |  |                                 |  |                                      |  |                                        |  |                                                |  |                                                    
|248 Centennial Parkway            |  | 1996       |  | 39,266                      |  | 100.0                                    |  | 349                             |  | 293                                  |  | 0.07                                   |  | 8.89                                           |  | 7.46                                               
|1172 Century Drive                |  | 1996       |  | 49,566                      |  | 68.3                                     |  | 440                             |  | 369                                  |  | 0.09                                   |  | 13.00                                          |  | 10.90                                              
|285 Century Place                 |  | 1997       |  | 69,145                      |  | 100.0                                    |  | 1,102                           |  | 1,098                                |  | 0.22                                   |  | 15.94                                          |  | 15.88                                              
|DENVER COUNTY, COLORADO           |  |            |  |                             |  |                                          |  |                                 |  |                                      |  |                                        |  |                                                |  |                                                    
|Denver                            |  |            |  |                             |  |                                          |  |                                 |  |                                      |  |                                        |  |                                                |  |                                                    
|3600 South Yosemite               |  | 1974       |  | 133,743                     |  | 100.0                                    |  | 1,387                           |  | 1,387                                |  | 0.27                                   |  | 10.37                                          |  | 10.37                                              
|8181 East Tufts Avenue            |  | 2001       |  | 185,254                     |  | 97.4                                     |  | 3,781                           |  | 3,292                                |  | 0.75                                   |  | 20.95                                          |  | 18.24                                              
|DOUGLAS COUNTY, COLORADO          |  |            |  |                             |  |                                          |  |                                 |  |                                      |  |                                        |  |                                                |  |                                                    
|Centennial                        |  |            |  |                             |  |                                          |  |                                 |  |                                      |  |                                        |  |                                                |  |                                                    
|5975 South Quebec Street(c)       |  | 1996       |  | 102,877                     |  | 83.1                                     |  | 993                             |  | 678                                  |  | 0.20                                   |  | 11.62                                          |  | 7.93                                               
|Englewood                         |  |            |  |                             |  |                                          |  |                                 |  |                                      |  |                                        |  |                                                |  |                                                    
|67 Inverness Drive East           |  | 1996       |  | 54,280                      |  | 60.6                                     |  | 289                             |  | 196                                  |  | 0.06                                   |  | 8.79                                           |  | 5.96                                               
|384 Inverness Parkway             |  | 1985       |  | 51,523                      |  | 85.6                                     |  | 670                             |  | 604                                  |  | 0.13                                   |  | 15.19                                          |  | 13.69                                              
|400 Inverness Parkway             |  | 1997       |  | 111,608                     |  | 93.9                                     |  | 2,025                           |  | 1,848                                |  | 0.40                                   |  | 19.32                                          |  | 17.63                                              
|Parker                            |  |            |  |                             |  |                                          |  |                                 |  |                                      |  |                                        |  |                                                |  |                                                    
|9777 Mount Pyramid Court          |  | 1995       |  | 120,281                     |  | 44.4                                     |  | 594                             |  | 582                                  |  | 0.12                                   |  | 11.12                                          |  | 10.90                                              

25

---

Property Listing    Office Properties

|Property
Location                |  | Year
Built |  | Net
Rentable
Area
(Sq. Ft.) |  | Percentage
Leased
as of
12/31/03
(%) (a) |  | 2003
Base
Rent
($000's)
(b) (c) |  | 2003
Effective
Rent
($000's)
(c) (d) |  | Percentage
of Total 2003
Base Rent (%) |  | 2003
Average
Base Rent
Per Sq. Ft.
($) (c) (e) |       | 2003
Average
Effective
Rent
Per Sq. Ft.
($) (c) (f)
|-------------------------------- |  | ---------- |  | --------------------------- |  | ---------------------------------------- |  | ------------------------------- |  | ------------------------------------ |  | -------------------------------------- |  | ---------------------------------------------- | ----- | ---------------------------------------------------
|EL PASO COUNTY, COLORADO         |  |            |  |                             |  |                                          |  |                                 |  |                                      |  |                                        |  |                                                |       |                                                    
|Colorado Springs                 |  |            |  |                             |  |                                          |  |                                 |  |                                      |  |                                        |  |                                                |       |                                                    
|8415 Explorer                    |  | 1998       |  | 47,368                      |  | 94.1                                     |  | 587                             |  | 585                                  |  | 0.12                                   |  |                                                | 13.17 |                                                    
|1975 Research Parkway            |  | 1997       |  | 115,250                     |  | 67.8                                     |  | 1,244                           |  | 1,105                                |  | 0.25                                   |  |                                                | 15.92 |                                                    
|2375 Telstar Drive               |  | 1998       |  | 47,369                      |  | 100.0                                    |  | 587                             |  | 584                                  |  | 0.12                                   |  |                                                | 12.39 |                                                    
|JEFFERSON COUNTY, COLORADO       |  |            |  |                             |  |                                          |  |                                 |  |                                      |  |                                        |  |                                                |       |                                                    
|Lakewood                         |  |            |  |                             |  |                                          |  |                                 |  |                                      |  |                                        |  |                                                |       |                                                    
|141 Union Boulevard              |  | 1985       |  | 63,600                      |  | 95.5                                     |  | 1,092                           |  | 997                                  |  | 0.22                                   |  |                                                | 17.98 |                                                    
|                                 |  |            |  |                             |  |                                          |  |                                 |  |                                      |  |                                        |  |                                                |       |                                                    
|Total Colorado Office            |  |            |  | 1,565,353                   |  | 85.4                                     |  | 19,169                          |  | 17,250                               |  | 3.82                                   |  |                                                | 14.33 |                                                    
|                                 |  |            |  |                             |  |                                          |  |                                 |  |                                      |  |                                        |  |                                                |       |                                                    
|SAN FRANCISCO COUNTY, CALIFORNIA |  |            |  |                             |  |                                          |  |                                 |  |                                      |  |                                        |  |                                                |       |                                                    
|San Francisco                    |  |            |  |                             |  |                                          |  |                                 |  |                                      |  |                                        |  |                                                |       |                                                    
|795 Folsom Street                |  | 1977       |  | 183,445                     |  | 100.0                                    |  | 7,056                           |  | 6,285                                |  | 1.39                                   |  |                                                | 38.46 |                                                    
|760 Market Street                |  | 1908       |  | 267,446                     |  | 96.0                                     |  | 8,231                           |  | 7,823                                |  | 1.62                                   |  |                                                | 32.06 |                                                    
|                                 |  |            |  |                             |  |                                          |  |                                 |  |                                      |  |                                        |  |                                                |       |                                                    
|Total California Office          |  |            |  | 450,891                     |  | 97.6                                     |  | 15,287                          |  | 14,108                               |  | 3.01                                   |  |                                                | 34.73 |                                                    
|                                 |  |            |  |                             |  |                                          |  |                                 |  |                                      |  |                                        |  |                                                |       |                                                    
|TOTAL OFFICE PROPERTIES          |  |            |  | 21,652,758                  |  | 90.5                                     |  | 445,021                         |  | 412,248                              |  | 87.97                                  |  | $                                              | 22.81 |                                                    
|                                 |  |            |  |                             |  |                                          |  |                                 |  |                                      |  |                                        |  |                                                |       |                                                    

26

---



Property Listing  Office/Flex Properties

|Property
Location             |  | Year
Built |  | Net
Rentable
Area
(Sq. Ft.) |  | Percentage
Leased
as of
12/31/03
(%)(a) |  | 2003
Base
Rent
($000's)
(b)(c) |  | 2003
Effective
Rent
($000's)
(c)(d) |  | Percentage
of Total 2003
Base Rent (%) |  | 2003
Average
Base Rent
Per Sq. Ft.
($)(c)(e) |  | 2003
Average
Effective
Rent
Per Sq. Ft.
($)(c)(f)
|----------------------------- |  | ---------- |  | --------------------------- |  | --------------------------------------- |  | ------------------------------ |  | ----------------------------------- |  | -------------------------------------- |  | -------------------------------------------- |  | -------------------------------------------------
|BURLINGTON COUNTY, NEW JERSEY |  |            |  |                             |  |                                         |  |                                |  |                                     |  |                                        |  |                                              |  |                                                  
|Burlington                    |  |            |  |                             |  |                                         |  |                                |  |                                     |  |                                        |  |                                              |  |                                                  
|3 Terri Lane                  |  | 1991       |  | 64,500                      |  | 85.3                                    |  | 367                            |  | 316                                 |  | 0.07                                   |  | 6.67                                         |  | 5.74                                             
|5 Terri Lane                  |  | 1992       |  | 74,555                      |  | 100.0                                   |  | 506                            |  | 318                                 |  | 0.10                                   |  | 6.79                                         |  | 4.27                                             
|Moorestown                    |  |            |  |                             |  |                                         |  |                                |  |                                     |  |                                        |  |                                              |  |                                                  
|2 Commerce Drive              |  | 1986       |  | 49,000                      |  | 100.0                                   |  | 423                            |  | 390                                 |  | 0.08                                   |  | 8.63                                         |  | 7.96                                             
|101 Commerce Drive            |  | 1988       |  | 64,700                      |  | 100.0                                   |  | 168                            |  | 148                                 |  | 0.03                                   |  | 2.60                                         |  | 2.29                                             
|102 Commerce Drive            |  | 1987       |  | 38,400                      |  | 100.0                                   |  | 183                            |  | 164                                 |  | 0.04                                   |  | 4.77                                         |  | 4.27                                             
|201 Commerce Drive            |  | 1986       |  | 38,400                      |  | 100.0                                   |  | 139                            |  | 122                                 |  | 0.03                                   |  | 3.62                                         |  | 3.18                                             
|202 Commerce Drive            |  | 1988       |  | 51,200                      |  | 25.3                                    |  | 127                            |  | 122                                 |  | 0.03                                   |  | 9.80                                         |  | 9.42                                             
|1 Executive Drive             |  | 1989       |  | 20,570                      |  | 43.0                                    |  | 195                            |  | 188                                 |  | 0.04                                   |  | 22.05                                        |  | 21.25                                            
|2 Executive Drive             |  | 1988       |  | 60,800                      |  | 78.4                                    |  | 410                            |  | 339                                 |  | 0.08                                   |  | 8.60                                         |  | 7.11                                             
|101 Executive Drive           |  | 1990       |  | 29,355                      |  | 75.2                                    |  | 232                            |  | 189                                 |  | 0.05                                   |  | 10.51                                        |  | 8.56                                             
|102 Executive Drive           |  | 1990       |  | 64,000                      |  | 100.0                                   |  | 372                            |  | 316                                 |  | 0.07                                   |  | 5.81                                         |  | 4.94                                             
|225 Executive Drive           |  | 1990       |  | 50,600                      |  | 86.2                                    |  | 335                            |  | 267                                 |  | 0.07                                   |  | 7.68                                         |  | 6.12                                             
|97 Foster Road                |  | 1982       |  | 43,200                      |  | 100.0                                   |  | 201                            |  | 159                                 |  | 0.04                                   |  | 4.65                                         |  | 3.68                                             
|1507 Lancer Drive             |  | 1995       |  | 32,700                      |  | 100.0                                   |  | 155                            |  | 142                                 |  | 0.03                                   |  | 4.74                                         |  | 4.34                                             
|1510 Lancer Drive             |  | 1998       |  | 88,000                      |  | 100.0                                   |  | 370                            |  | 370                                 |  | 0.07                                   |  | 4.20                                         |  | 4.20                                             
|1245 North Church Street      |  | 1998       |  | 52,810                      |  | 100.0                                   |  | 385                            |  | 384                                 |  | 0.08                                   |  | 7.29                                         |  | 7.27                                             
|1247 North Church Street      |  | 1998       |  | 52,790                      |  | 100.0                                   |  | 449                            |  | 445                                 |  | 0.09                                   |  | 8.51                                         |  | 8.43                                             
|1256 North Church Street      |  | 1984       |  | 63,495                      |  | 100.0                                   |  | 371                            |  | 305                                 |  | 0.07                                   |  | 5.84                                         |  | 4.80                                             
|840 North Lenola Road         |  | 1995       |  | 38,300                      |  | 100.0                                   |  | 285                            |  | 234                                 |  | 0.06                                   |  | 7.44                                         |  | 6.11                                             
|844 North Lenola Road         |  | 1995       |  | 28,670                      |  | 100.0                                   |  | 94                             |  | 87                                  |  | 0.02                                   |  | 3.28                                         |  | 3.03                                             
|915 North Lenola Road         |  | 1998       |  | 52,488                      |  | 91.8                                    |  | 272                            |  | 218                                 |  | 0.05                                   |  | 5.65                                         |  | 4.52                                             
|2 Twosome Drive               |  | 2000       |  | 48,600                      |  | 100.0                                   |  | 391                            |  | 391                                 |  | 0.08                                   |  | 8.05                                         |  | 8.05                                             
|30 Twosome Drive              |  | 1997       |  | 39,675                      |  | 100.0                                   |  | 217                            |  | 202                                 |  | 0.04                                   |  | 5.47                                         |  | 5.09                                             
|31 Twosome Drive              |  | 1998       |  | 84,200                      |  | 100.0                                   |  | 438                            |  | 438                                 |  | 0.09                                   |  | 5.20                                         |  | 5.20                                             
|40 Twosome Drive              |  | 1996       |  | 40,265                      |  | 100.0                                   |  | 268                            |  | 258                                 |  | 0.05                                   |  | 6.66                                         |  | 6.41                                             
|41 Twosome Drive              |  | 1998       |  | 43,050                      |  | 77.7                                    |  | 292                            |  | 279                                 |  | 0.06                                   |  | 8.73                                         |  | 8.34                                             
|50 Twosome Drive              |  | 1997       |  | 34,075                      |  | 100.0                                   |  | 277                            |  | 261                                 |  | 0.05                                   |  | 8.13                                         |  | 7.66                                             
|West Deptford                 |  |            |  |                             |  |                                         |  |                                |  |                                     |  |                                        |  |                                              |  |                                                  
|1451 Metropolitan Drive       |  | 1996       |  | 21,600                      |  | 100.0                                   |  | 148                            |  | 148                                 |  | 0.03                                   |  | 6.85                                         |  | 6.85                                             
|MERCER COUNTY, NEW JERSEY     |  |            |  |                             |  |                                         |  |                                |  |                                     |  |                                        |  |                                              |  |                                                  
|Hamilton Township             |  |            |  |                             |  |                                         |  |                                |  |                                     |  |                                        |  |                                              |  |                                                  
|100 Horizon Drive             |  | 1989       |  | 13,275                      |  | 100.0                                   |  | 192                            |  | 169                                 |  | 0.04                                   |  | 14.46                                        |  | 12.73                                            
|200 Horizon Drive             |  | 1991       |  | 45,770                      |  | 100.0                                   |  | 530                            |  | 490                                 |  | 0.10                                   |  | 11.58                                        |  | 10.71                                            
|300 Horizon Drive             |  | 1989       |  | 69,780                      |  | 100.0                                   |  | 1,135                          |  | 995                                 |  | 0.22                                   |  | 16.27                                        |  | 14.26                                            
|500 Horizon Drive             |  | 1990       |  | 41,205                      |  | 100.0                                   |  | 594                            |  | 554                                 |  | 0.12                                   |  | 14.42                                        |  | 13.44                                            
|MONMOUTH COUNTY, NEW JERSEY   |  |            |  |                             |  |                                         |  |                                |  |                                     |  |                                        |  |                                              |  |                                                  
|Wall Township                 |  |            |  |                             |  |                                         |  |                                |  |                                     |  |                                        |  |                                              |  |                                                  
|1325 Campus Parkway           |  | 1988       |  | 35,000                      |  | 100.0                                   |  | 466                            |  | 309                                 |  | 0.09                                   |  | 13.31                                        |  | 8.83                                             
|1340 Campus Parkway           |  | 1992       |  | 72,502                      |  | 100.0                                   |  | 853                            |  | 747                                 |  | 0.17                                   |  | 11.77                                        |  | 10.30                                            
|1345 Campus Parkway           |  | 1995       |  | 76,300                      |  | 100.0                                   |  | 823                            |  | 698                                 |  | 0.16                                   |  | 10.79                                        |  | 9.15                                             
|1433 Highway 34               |  | 1985       |  | 69,020                      |  | 75.7                                    |  | 517                            |  | 418                                 |  | 0.10                                   |  | 9.90                                         |  | 8.00                                             
|1320 Wyckoff Avenue           |  | 1986       |  | 20,336                      |  | 100.0                                   |  | 176                            |  | 166                                 |  | 0.03                                   |  | 8.65                                         |  | 8.16                                             
|1324 Wyckoff Avenue           |  | 1987       |  | 21,168                      |  | 100.0                                   |  | 223                            |  | 192                                 |  | 0.04                                   |  | 10.53                                        |  | 9.07                                             
|PASSAIC COUNTY, NEW JERSEY    |  |            |  |                             |  |                                         |  |                                |  |                                     |  |                                        |  |                                              |  |                                                  
|Totowa                        |  |            |  |                             |  |                                         |  |                                |  |                                     |  |                                        |  |                                              |  |                                                  
|1 Center Court                |  | 1999       |  | 38,961                      |  | 100.0                                   |  | 494                            |  | 359                                 |  | 0.10                                   |  | 12.68                                        |  | 9.21                                             
|2 Center Court                |  | 1998       |  | 30,600                      |  | 85.3                                    |  | 337                            |  | 236                                 |  | 0.07                                   |  | 12.91                                        |  | 9.04                                             
|11 Commerce Way               |  | 1989       |  | 47,025                      |  | 100.0                                   |  | 549                            |  | 469                                 |  | 0.11                                   |  | 11.67                                        |  | 9.97                                             
|20 Commerce Way               |  | 1992       |  | 42,540                      |  | 100.0                                   |  | 441                            |  | 425                                 |  | 0.09                                   |  | 10.37                                        |  | 9.99                                             
|29 Commerce Way               |  | 1990       |  | 48,930                      |  | 79.6                                    |  | 755                            |  | 661                                 |  | 0.15                                   |  | 19.38                                        |  | 16.97                                            
|40 Commerce Way               |  | 1987       |  | 50,576                      |  | 100.0                                   |  | 692                            |  | 648                                 |  | 0.14                                   |  | 13.68                                        |  | 12.81                                            
|45 Commerce Way               |  | 1992       |  | 51,207                      |  | 100.0                                   |  | 514                            |  | 475                                 |  | 0.10                                   |  | 10.04                                        |  | 9.28                                             
|60 Commerce Way               |  | 1988       |  | 50,333                      |  | 93.1                                    |  | 592                            |  | 536                                 |  | 0.12                                   |  | 12.63                                        |  | 11.44                                            
|80 Commerce Way               |  | 1996       |  | 22,500                      |  | 100.0                                   |  | 321                            |  | 284                                 |  | 0.06                                   |  | 14.27                                        |  | 12.62                                            
|100 Commerce Way              |  | 1996       |  | 24,600                      |  | 100.0                                   |  | 350                            |  | 311                                 |  | 0.07                                   |  | 14.23                                        |  | 12.64                                            
|120 Commerce Way              |  | 1994       |  | 9,024                       |  | 100.0                                   |  | 109                            |  | 104                                 |  | 0.02                                   |  | 12.08                                        |  | 11.52                                            
|140 Commerce Way              |  | 1994       |  | 26,881                      |  | 99.5                                    |  | 323                            |  | 312                                 |  | 0.06                                   |  | 12.08                                        |  | 11.67                                            
|                              |  |            |  |                             |  |                                         |  |                                |  |                                     |  |                                        |  |                                              |  |                                                  
|Total New Jersey Office/Flex  |  |            |  | 2,277,531                   |  | 94.0                                    |  | 19,056                         |  | 16,758                              |  | 3.76                                   |  | 8.90                                         |  | 7.82                                             
|                              |  |            |  |                             |  |                                         |  |                                |  |                                     |  |                                        |  |                                              |  |                                                  

27

---

Property Listing  Office/Flex Properties

|Property
Location             |  | Year
Built |  | Net
Rentable
Area
(Sq. Ft.) |  | Percentage
Leased
as of
12/31/03
(%)(a) |  | 2003
Base
Rent
($000's)
(b)(c) |  | 2003
Effective
Rent
($000's)
(c)(d) |  | Percentage
of Total 2003
Base Rent (%) |  | 2003
Average
Base Rent
Per Sq. Ft.
($)(c)(e) |  | 2003
Average
Effective
Rent
Per Sq. Ft.
($)(c)(f)
|----------------------------- |  | ---------- |  | --------------------------- |  | --------------------------------------- |  | ------------------------------ |  | ----------------------------------- |  | -------------------------------------- |  | -------------------------------------------- |  | -------------------------------------------------
|WESTCHESTER COUNTY, NEW YORK  |  |            |  |                             |  |                                         |  |                                |  |                                     |  |                                        |  |                                              |  |                                                  
|Elmsford                      |  |            |  |                             |  |                                         |  |                                |  |                                     |  |                                        |  |                                              |  |                                                  
|11 Clearbrook Road            |  | 1974       |  | 31,800                      |  | 100.0                                   |  | 431                            |  | 400                                 |  | 0.09                                   |  | 13.55                                        |  | 12.58                                            
|75 Clearbrook Road            |  | 1990       |  | 32,720                      |  | 100.0                                   |  | 816                            |  | 816                                 |  | 0.16                                   |  | 24.94                                        |  | 24.94                                            
|125 Clearbrook Road           |  | 2002       |  | 33,000                      |  | 100.0                                   |  | 712                            |  | 592                                 |  | 0.14                                   |  | 21.58                                        |  | 17.94                                            
|150 Clearbrook Road           |  | 1975       |  | 74,900                      |  | 75.3                                    |  | 892                            |  | 835                                 |  | 0.18                                   |  | 15.82                                        |  | 14.81                                            
|175 Clearbrook Road           |  | 1973       |  | 98,900                      |  | 88.6                                    |  | 1,403                          |  | 1,311                               |  | 0.28                                   |  | 16.01                                        |  | 14.96                                            
|200 Clearbrook Road           |  | 1974       |  | 94,000                      |  | 99.8                                    |  | 1,219                          |  | 1,128                               |  | 0.24                                   |  | 12.99                                        |  | 12.02                                            
|250 Clearbrook Road           |  | 1973       |  | 155,000                     |  | 94.5                                    |  | 1,364                          |  | 1,258                               |  | 0.27                                   |  | 9.31                                         |  | 8.59                                             
|50 Executive Boulevard        |  | 1969       |  | 45,200                      |  | 79.4                                    |  | 377                            |  | 363                                 |  | 0.07                                   |  | 10.50                                        |  | 10.11                                            
|77 Executive Boulevard        |  | 1977       |  | 13,000                      |  | 100.0                                   |  | 220                            |  | 208                                 |  | 0.04                                   |  | 16.92                                        |  | 16.00                                            
|85 Executive Boulevard        |  | 1968       |  | 31,000                      |  | 99.4                                    |  | 473                            |  | 464                                 |  | 0.09                                   |  | 15.35                                        |  | 15.06                                            
|300 Executive Boulevard       |  | 1970       |  | 60,000                      |  | 100.0                                   |  | 571                            |  | 541                                 |  | 0.11                                   |  | 9.52                                         |  | 9.02                                             
|350 Executive Boulevard       |  | 1970       |  | 15,400                      |  | 98.8                                    |  | 296                            |  | 272                                 |  | 0.06                                   |  | 19.45                                        |  | 17.88                                            
|399 Executive Boulevard       |  | 1962       |  | 80,000                      |  | 100.0                                   |  | 1,024                          |  | 999                                 |  | 0.20                                   |  | 12.80                                        |  | 12.49                                            
|400 Executive Boulevard       |  | 1970       |  | 42,200                      |  | 100.0                                   |  | 653                            |  | 597                                 |  | 0.13                                   |  | 15.47                                        |  | 14.15                                            
|500 Executive Boulevard       |  | 1970       |  | 41,600                      |  | 100.0                                   |  | 686                            |  | 627                                 |  | 0.14                                   |  | 16.49                                        |  | 15.07                                            
|525 Executive Boulevard       |  | 1972       |  | 61,700                      |  | 83.6                                    |  | 844                            |  | 802                                 |  | 0.17                                   |  | 16.36                                        |  | 15.55                                            
|1 Westchester Plaza           |  | 1967       |  | 25,000                      |  | 100.0                                   |  | 316                            |  | 296                                 |  | 0.06                                   |  | 12.64                                        |  | 11.84                                            
|2 Westchester Plaza           |  | 1968       |  | 25,000                      |  | 100.0                                   |  | 489                            |  | 482                                 |  | 0.10                                   |  | 19.56                                        |  | 19.28                                            
|3 Westchester Plaza           |  | 1969       |  | 93,500                      |  | 94.6                                    |  | 1,371                          |  | 1,291                               |  | 0.27                                   |  | 15.50                                        |  | 14.60                                            
|4 Westchester Plaza           |  | 1969       |  | 44,700                      |  | 99.8                                    |  | 663                            |  | 644                                 |  | 0.13                                   |  | 14.86                                        |  | 14.44                                            
|5 Westchester Plaza           |  | 1969       |  | 20,000                      |  | 77.0                                    |  | 262                            |  | 224                                 |  | 0.05                                   |  | 17.01                                        |  | 14.55                                            
|6 Westchester Plaza           |  | 1968       |  | 20,000                      |  | 100.0                                   |  | 330                            |  | 306                                 |  | 0.07                                   |  | 16.50                                        |  | 15.30                                            
|7 Westchester Plaza           |  | 1972       |  | 46,200                      |  | 100.0                                   |  | 705                            |  | 698                                 |  | 0.14                                   |  | 15.26                                        |  | 15.11                                            
|8 Westchester Plaza           |  | 1971       |  | 67,200                      |  | 96.7                                    |  | 872                            |  | 769                                 |  | 0.17                                   |  | 13.42                                        |  | 11.83                                            
|Hawthorne                     |  |            |  |                             |  |                                         |  |                                |  |                                     |  |                                        |  |                                              |  |                                                  
|200 Saw Mill River Road       |  | 1965       |  | 51,100                      |  | 97.8                                    |  | 706                            |  | 668                                 |  | 0.14                                   |  | 14.13                                        |  | 13.37                                            
|4 Skyline Drive               |  | 1987       |  | 80,600                      |  | 100.0                                   |  | 1,370                          |  | 1,316                               |  | 0.27                                   |  | 17.00                                        |  | 16.33                                            
|5 Skyline Drive               |  | 1980       |  | 124,022                     |  | 100.0                                   |  | 1,619                          |  | 1,618                               |  | 0.31                                   |  | 13.05                                        |  | 13.05                                            
|6 Skyline Drive               |  | 1980       |  | 44,155                      |  | 100.0                                   |  | 718                            |  | 718                                 |  | 0.14                                   |  | 16.26                                        |  | 16.26                                            
|8 Skyline Drive               |  | 1985       |  | 50,000                      |  | 98.7                                    |  | 898                            |  | 634                                 |  | 0.18                                   |  | 18.20                                        |  | 12.85                                            
|10 Skyline Drive              |  | 1985       |  | 20,000                      |  | 62.3                                    |  | 211                            |  | 188                                 |  | 0.04                                   |  | 16.93                                        |  | 15.09                                            
|11 Skyline Drive              |  | 1989       |  | 45,000                      |  | 100.0                                   |  | 794                            |  | 733                                 |  | 0.16                                   |  | 17.64                                        |  | 16.29                                            
|12 Skyline Drive              |  | 1999       |  | 46,850                      |  | 100.0                                   |  | 797                            |  | 565                                 |  | 0.16                                   |  | 17.01                                        |  | 12.06                                            
|15 Skyline Drive              |  | 1989       |  | 55,000                      |  | 100.0                                   |  | 1,187                          |  | 976                                 |  | 0.23                                   |  | 21.58                                        |  | 17.75                                            
|Yonkers                       |  |            |  |                             |  |                                         |  |                                |  |                                     |  |                                        |  |                                              |  |                                                  
|100 Corporate Boulevard       |  | 1987       |  | 78,000                      |  | 98.2                                    |  | 1,433                          |  | 1,338                               |  | 0.28                                   |  | 18.71                                        |  | 17.47                                            
|200 Corporate Boulevard South |  | 1990       |  | 84,000                      |  | 99.8                                    |  | 1,392                          |  | 1,348                               |  | 0.28                                   |  | 16.60                                        |  | 16.08                                            
|4 Executive Plaza             |  | 1986       |  | 80,000                      |  | 99.0                                    |  | 1,227                          |  | 1,068                               |  | 0.24                                   |  | 15.49                                        |  | 13.48                                            
|6 Executive Plaza             |  | 1987       |  | 80,000                      |  | 100.0                                   |  | 1,335                          |  | 1,289                               |  | 0.26                                   |  | 16.69                                        |  | 16.11                                            
|1 Odell Plaza                 |  | 1980       |  | 106,000                     |  | 99.9                                    |  | 1,438                          |  | 1,349                               |  | 0.28                                   |  | 13.58                                        |  | 12.74                                            
|3 Odell Plaza (g)             |  | 1984       |  | 71,065                      |  | 100.0                                   |  | 200                            |  | 200                                 |  | 0.04                                   |  | 7.61                                         |  | 7.61                                             
|5 Odell Plaza                 |  | 1983       |  | 38,400                      |  | 99.6                                    |  | 632                            |  | 592                                 |  | 0.12                                   |  | 16.52                                        |  | 15.48                                            
|7 Odell Plaza                 |  | 1984       |  | 42,600                      |  | 76.0                                    |  | 592                            |  | 585                                 |  | 0.12                                   |  | 18.29                                        |  | 18.07                                            
|                              |  |            |  |                             |  |                                         |  |                                |  |                                     |  |                                        |  |                                              |  |                                                  
|Total New York Office/Flex    |  |            |  | 2,348,812                   |  | 96.1                                    |  | 33,538                         |  | 31,108                              |  | 6.61                                   |  | 15.01                                        |  | 13.94                                            
|                              |  |            |  |                             |  |                                         |  |                                |  |                                     |  |                                        |  |                                              |  |                                                  
|FAIRFIELD COUNTY, CONNECTICUT |  |            |  |                             |  |                                         |  |                                |  |                                     |  |                                        |  |                                              |  |                                                  
|Stamford                      |  |            |  |                             |  |                                         |  |                                |  |                                     |  |                                        |  |                                              |  |                                                  
|419 West Avenue               |  | 1986       |  | 88,000                      |  | 100.0                                   |  | 1,154                          |  | 1,063                               |  | 0.23                                   |  | 13.11                                        |  | 12.08                                            
|500 West Avenue               |  | 1988       |  | 25,000                      |  | 100.0                                   |  | 447                            |  | 390                                 |  | 0.09                                   |  | 17.88                                        |  | 15.60                                            
|550 West Avenue               |  | 1990       |  | 54,000                      |  | 100.0                                   |  | 884                            |  | 879                                 |  | 0.17                                   |  | 16.37                                        |  | 16.28                                            
|600 West Avenue               |  | 1999       |  | 66,000                      |  | 100.0                                   |  | 755                            |  | 712                                 |  | 0.15                                   |  | 11.44                                        |  | 10.79                                            
|650 West Avenue               |  | 1998       |  | 40,000                      |  | 100.0                                   |  | 555                            |  | 424                                 |  | 0.11                                   |  | 13.88                                        |  | 10.60                                            
|                              |  |            |  |                             |  |                                         |  |                                |  |                                     |  |                                        |  |                                              |  |                                                  
|Total Connecticut Office/Flex |  |            |  | 273,000                     |  | 100.0                                   |  | 3,795                          |  | 3,468                               |  | 0.75                                   |  | 13.90                                        |  | 12.70                                            
|                              |  |            |  |                             |  |                                         |  |                                |  |                                     |  |                                        |  |                                              |  |                                                  
|TOTAL OFFICE/FLEX PROPERTIES  |  |            |  | 4,899,343                   |  | 95.3                                    |  | 56,389                         |  | 51,334                              |  | 11.12                                  |  | 12.14                                        |  | 11.06                                            
|                              |  |            |  |                             |  |                                         |  |                                |  |                                     |  |                                        |  |                                              |  |                                                  

28

---



Property Listing    Industrial/Warehouse, Retail and Land Lease Properties

|Property
Location                     |  | Year
Built |  | Net
Rentable
Area
(Sq. Ft.) |  | Percentage
Leased
as of
12/31/03
(%) (a) |  | 2003
Base
Rent
($000's)
(b) (c) |  | 2003
Effective
Rent
($000's)
(c) (d) |  | Percentage
of Total 2003
Base Rent (%) |  | 2003
Average
Base Rent
Per Sq. Ft.
($) (c) (e) |  | 2003
Average
Effective
Rent
Per Sq. Ft.
($) (c) (f)
|------------------------------------- |  | ---------- |  | --------------------------- |  | ---------------------------------------- |  | ------------------------------- |  | ------------------------------------ |  | -------------------------------------- |  | ---------------------------------------------- |  | ---------------------------------------------------
|WESTCHESTER COUNTY, NEW YORK          |  |            |  |                             |  |                                          |  |                                 |  |                                      |  |                                        |  |                                                |  |                                                    
|Elmsford                              |  |            |  |                             |  |                                          |  |                                 |  |                                      |  |                                        |  |                                                |  |                                                    
|1 Warehouse Lane                      |  | 1957       |  | 6,600                       |  | 100.0                                    |  | 72                              |  | 72                                   |  | 0.01                                   |  | 10.91                                          |  | 10.91                                              
|2 Warehouse Lane                      |  | 1957       |  | 10,900                      |  | 96.3                                     |  | 140                             |  | 118                                  |  | 0.03                                   |  | 13.34                                          |  | 11.24                                              
|3 Warehouse Lane                      |  | 1957       |  | 77,200                      |  | 100.0                                    |  | 301                             |  | 284                                  |  | 0.06                                   |  | 3.90                                           |  | 3.68                                               
|4 Warehouse Lane                      |  | 1957       |  | 195,500                     |  | 100.0                                    |  | 1,962                           |  | 1,881                                |  | 0.39                                   |  | 10.04                                          |  | 9.62                                               
|5 Warehouse Lane                      |  | 1957       |  | 75,100                      |  | 97.1                                     |  | 910                             |  | 858                                  |  | 0.18                                   |  | 12.48                                          |  | 11.77                                              
|6 Warehouse Lane                      |  | 1982       |  | 22,100                      |  | 100.0                                    |  | 513                             |  | 511                                  |  | 0.10                                   |  | 23.21                                          |  | 23.12                                              
|                                      |  |            |  |                             |  |                                          |  |                                 |  |                                      |  |                                        |  |                                                |  |                                                    
|Total Industrial/Warehouse Properties |  |            |  | 387,400                     |  | 99.3                                     |  | 3,898                           |  | 3,724                                |  | 0.77                                   |  | 10.13                                          |  | 9.68                                               
|                                      |  |            |  |                             |  |                                          |  |                                 |  |                                      |  |                                        |  |                                                |  |                                                    
|WESTCHESTER COUNTY, NEW YORK          |  |            |  |                             |  |                                          |  |                                 |  |                                      |  |                                        |  |                                                |  |                                                    
|Tarrytown                             |  |            |  |                             |  |                                          |  |                                 |  |                                      |  |                                        |  |                                                |  |                                                    
|230 White Plains Road                 |  | 1984       |  | 9,300                       |  | 100.0                                    |  | 195                             |  | 195                                  |  | 0.04                                   |  | 20.97                                          |  | 20.97                                              
|Yonkers                               |  |            |  |                             |  |                                          |  |                                 |  |                                      |  |                                        |  |                                                |  |                                                    
|2 Executive Plaza                     |  | 1986       |  | 8,000                       |  | 100.0                                    |  | 232                             |  | 232                                  |  | 0.05                                   |  | 29.00                                          |  | 29.00                                              
|                                      |  |            |  |                             |  |                                          |  |                                 |  |                                      |  |                                        |  |                                                |  |                                                    
|Total Retail Properties               |  |            |  | 17,300                      |  | 100.0                                    |  | 427                             |  | 427                                  |  | 0.09                                   |  | 24.68                                          |  | 24.68                                              
|                                      |  |            |  |                             |  |                                          |  |                                 |  |                                      |  |                                        |  |                                                |  |                                                    
|WESTCHESTER COUNTY,
NEW YORK          |  |            |  |                             |  |                                          |  |                                 |  |                                      |  |                                        |  |                                                |  |                                                    
|Elmsford                              |  |            |  |                             |  |                                          |  |                                 |  |                                      |  |                                        |  |                                                |  |                                                    
|700 Executive Boulevard               |  |           |  |                            |  | 100.0                                    |  | 114                             |  | 114                                  |  | 0.02                                   |  |                                               |  |                                                   
|Yonkers                               |  |            |  |                             |  |                                          |  |                                 |  |                                      |  |                                        |  |                                                |  |                                                    
|1 Enterprise Boulevard                |  |           |  |                            |  | 100.0                                    |  | 136                             |  | 136                                  |  | 0.03                                   |  |                                               |  |                                                   
|                                      |  |            |  |                             |  |                                          |  |                                 |  |                                      |  |                                        |  |                                                |  |                                                    
|Total Land Leases                     |  |            |  |                            |  | 100.0                                    |  | 250                             |  | 250                                  |  | 0.05                                   |  |                                               |  |                                                   
|                                      |  |            |  |                             |  |                                          |  |                                 |  |                                      |  |                                        |  |                                                |  |                                                    
|TOTAL PROPERTIES                      |  |            |  | 26,956,801                  |  | 91.5                                     |  | 505,985                         |  | 467,983                              |  | 100.00                                 |  | 20.60                                          |  | 19.03                                              
|                                      |  |            |  |                             |  |                                          |  |                                 |  |                                      |  |                                        |  |                                                |  |                                                    

---

29

---

PERCENTAGE LEASED

The following table sets forth the year-end percentages of square feet leased in the Operating Partnership's stabilized operating Consolidated
Properties for the last five years:

Year Ended December 31,

Percentage of
Square Feet Leased (%) (a)2003

91.52002

92.32001

94.62000

96.81999

96.5


---

30

---

Significant Tenants

The following table sets forth a schedule of the Operating Partnership's 50 largest tenants for the Consolidated Properties as of December 31, 2003 based
upon annualized base rental revenue:

|                                                   |  | Number of
Properties |  | Annualized
Base Rental
Revenue ($) (a) |  | Percentage of
Operating
Partnership
Annualized Base
Rental Revenue (%) |  | Square
Feet
Leased |  | Percentage
Total
Operating
Partnership
Leased Sq. Ft. (%) |  | Year of
Lease
Expiration |    
|-------------------------------------------------- |  | -------------------- |  | -------------------------------------- |  | ---------------------------------------------------------------------- |  | ------------------ |  | --------------------------------------------------------- |  | ------------------------ | ---
|AT&T Wireless Services                             |  | 2                    |  | 9,856,447                              |  | 1.9                                                                    |  | 395,955            |  | 1.5                                                       |  | 2007                     | (b)
|Credit Suisse First Boston                         |  | 1                    |  | 8,382,273                              |  | 1.6                                                                    |  | 271,953            |  | 1.1                                                       |  | 2012                     | (c)
|Keystone Mercy Health Plan                         |  | 2                    |  | 7,578,725                              |  | 1.5                                                                    |  | 303,149            |  | 1.2                                                       |  | 2015                     |    
|AT&T Corporation                                   |  | 3                    |  | 7,396,771                              |  | 1.4                                                                    |  | 455,064            |  | 1.9                                                       |  | 2009                     | (d)
|Prentice-Hall Inc.                                 |  | 1                    |  | 6,744,495                              |  | 1.4                                                                    |  | 474,801            |  | 2.0                                                       |  | 2014                     |    
|IBM Corporation                                    |  | 3                    |  | 6,270,924                              |  | 1.3                                                                    |  | 353,617            |  | 1.5                                                       |  | 2007                     | (e)
|Toys 'R' UsNJ, Inc.                               |  | 1                    |  | 6,072,651                              |  | 1.2                                                                    |  | 242,518            |  | 1.0                                                       |  | 2012                     |    
|Nabisco Inc.                                       |  | 3                    |  | 6,066,357                              |  | 1.2                                                                    |  | 340,746            |  | 1.4                                                       |  | 2006                     | (f)
|American Institute of Certified Public Accountants |  | 1                    |  | 5,817,181                              |  | 1.2                                                                    |  | 249,768            |  | 1.0                                                       |  | 2012                     |    
|Forest Laboratories Inc.                           |  | 2                    |  | 5,733,035                              |  | 1.2                                                                    |  | 166,405            |  | 0.7                                                       |  | 2017                     | (g)
|Allstate Insurance Company                         |  | 9                    |  | 5,490,741                              |  | 1.1                                                                    |  | 238,435            |  | 1.0                                                       |  | 2009                     | (h)
|Waterhouse Securities, Inc.                        |  | 1                    |  | 5,443,760                              |  | 1.1                                                                    |  | 184,222            |  | 0.8                                                       |  | 2015                     |    
|Bankers Trust Harborside                           |  | 1                    |  | 4,950,000                              |  | 1.0                                                                    |  | 385,000            |  | 1.6                                                       |  | 2004                     |    
|Garban LLC                                         |  | 1                    |  | 4,862,772                              |  | 1.0                                                                    |  | 135,077            |  | 0.6                                                       |  | 2017                     |    
|Dean Witter Trust Company                          |  | 1                    |  | 4,856,901                              |  | 1.0                                                                    |  | 221,019            |  | 0.9                                                       |  | 2008                     |    
|CMP Media Inc.                                     |  | 1                    |  | 4,817,298                              |  | 1.0                                                                    |  | 237,274            |  | 1.0                                                       |  | 2014                     |    
|KPMG, LLP                                          |  | 3                    |  | 4,714,583                              |  | 0.9                                                                    |  | 181,025            |  | 0.7                                                       |  | 2012                     | (i)
|Winston & Strawn                                   |  | 1                    |  | 4,513,175                              |  | 0.9                                                                    |  | 108,100            |  | 0.4                                                       |  | 2005                     |    
|National Financial Services                        |  | 1                    |  | 4,346,765                              |  | 0.9                                                                    |  | 112,964            |  | 0.5                                                       |  | 2012                     |    
|Morgan Stanley Dean Witter, Inc.                   |  | 5                    |  | 4,329,709                              |  | 0.9                                                                    |  | 163,253            |  | 0.7                                                       |  | 2010                     | (j)
|Citigroup Global Marketing                         |  | 6                    |  | 4,153,737                              |  | 0.8                                                                    |  | 160,929            |  | 0.7                                                       |  | 2014                     | (k)
|Move.Com Operations Inc.                           |  | 1                    |  | 4,081,431                              |  | 0.8                                                                    |  | 94,917             |  | 0.4                                                       |  | 2006                     |    
|Cendant Operations Inc.                            |  | 1                    |  | 3,773,775                              |  | 0.8                                                                    |  | 150,951            |  | 0.6                                                       |  | 2008                     |    
|Bank of Tokyo-Mitsubishi Ltd                       |  | 1                    |  | 3,378,923                              |  | 0.7                                                                    |  | 137,076            |  | 0.6                                                       |  | 2009                     |    
|URS Greiner Woodward-Clyde                         |  | 1                    |  | 3,252,691                              |  | 0.7                                                                    |  | 120,550            |  | 0.5                                                       |  | 2011                     |    
|Montefiore Medical Center                          |  | 4                    |  | 3,129,071                              |  | 0.6                                                                    |  | 144,457            |  | 0.6                                                       |  | 2019                     | (l)
|Dow Jones & Company Inc.                           |  | 2                    |  | 2,970,142                              |  | 0.6                                                                    |  | 98,007             |  | 0.4                                                       |  | 2012                     | (m)
|SSB Realty, LLC                                    |  | 1                    |  | 2,810,985                              |  | 0.6                                                                    |  | 114,519            |  | 0.5                                                       |  | 2009                     |    
|SunAmerica Asset Management                        |  | 1                    |  | 2,680,409                              |  | 0.5                                                                    |  | 69,621             |  | 0.3                                                       |  | 2018                     |    
|United States Life Insurance Co.                   |  | 1                    |  | 2,520,000                              |  | 0.5                                                                    |  | 180,000            |  | 0.7                                                       |  | 2013                     |    
|Regus Business Centre Corp.                        |  | 3                    |  | 2,345,074                              |  | 0.5                                                                    |  | 107,608            |  | 0.4                                                       |  | 2011                     |    
|Computer Sciences Corporation                      |  | 3                    |  | 2,315,851                              |  | 0.5                                                                    |  | 131,850            |  | 0.5                                                       |  | 2006                     | (n)
|Deloitte & Touche USA LLP                          |  | 1                    |  | 2,271,766                              |  | 0.5                                                                    |  | 85,727             |  | 0.4                                                       |  | 2004                     |    
|Lonza Inc.                                         |  | 1                    |  | 2,236,200                              |  | 0.4                                                                    |  | 89,448             |  | 0.4                                                       |  | 2007                     |    
|Prudential Insurance Company                       |  | 2                    |  | 2,231,859                              |  | 0.4                                                                    |  | 87,611             |  | 0.4                                                       |  | 2013                     | (o)
|Xerox Corporation                                  |  | 5                    |  | 2,123,776                              |  | 0.4                                                                    |  | 92,889             |  | 0.4                                                       |  | 2010                     | (p)
|Merck & Company Inc.                               |  | 2                    |  | 2,110,767                              |  | 0.4                                                                    |  | 97,396             |  | 0.4                                                       |  | 2006                     |    
|Barr Laboratories Inc.                             |  | 1                    |  | 2,030,087                              |  | 0.4                                                                    |  | 89,510             |  | 0.4                                                       |  | 2015                     |    
|Avaya Inc.                                         |  | 2                    |  | 2,017,019                              |  | 0.4                                                                    |  | 115,692            |  | 0.5                                                       |  | 2011                     | (q)
|GAB Robins North America Inc.                      |  | 1                    |  | 1,913,750                              |  | 0.4                                                                    |  | 75,049             |  | 0.3                                                       |  | 2008                     |    
|Movado Group Inc.                                  |  | 1                    |  | 1,902,415                              |  | 0.4                                                                    |  | 80,417             |  | 0.3                                                       |  | 2013                     |    
|URS Corporation                                    |  | 3                    |  | 1,850,434                              |  | 0.4                                                                    |  | 92,518             |  | 0.4                                                       |  | 2011                     | (r)
|Bearingpoint Inc.                                  |  | 1                    |  | 1,831,966                              |  | 0.4                                                                    |  | 77,956             |  | 0.3                                                       |  | 2011                     |    
|Nextel of New York Inc.                            |  | 2                    |  | 1,829,524                              |  | 0.4                                                                    |  | 85,174             |  | 0.4                                                       |  | 2014                     | (s)
|Cable & Wireless Internet Services, Inc.           |  | 1                    |  | 1,799,572                              |  | 0.4                                                                    |  | 71,474             |  | 0.3                                                       |  | 2010                     |    
|Chase Manhattan Mortgage Co                        |  | 1                    |  | 1,797,040                              |  | 0.4                                                                    |  | 68,766             |  | 0.3                                                       |  | 2006                     |    
|Mellon HR Solutions LLC                            |  | 1                    |  | 1,783,374                              |  | 0.4                                                                    |  | 69,946             |  | 0.3                                                       |  | 2006                     |    
|First Investors Management                         |  | 1                    |  | 1,730,914                              |  | 0.3                                                                    |  | 75,578             |  | 0.3                                                       |  | 2006                     |    
|MCI Worldcom Communications                        |  | 1                    |  | 1,660,260                              |  | 0.3                                                                    |  | 55,342             |  | 0.2                                                       |  | 2007                     |    
|Sankyo Pharma Inc.                                 |  | 1                    |  | 1,651,136                              |  | 0.2                                                                    |  | 51,598             |  | 0.1                                                       |  | 2012                     |    
|                                                   |  |                      |  |                                        |  |                                                                        |  |                    |  |                                                           |  |                          |    
|Total Operating Partnership                        |  |                      |  | 190,428,511                            |  | 38.2                                                                   |  | 8,192,921          |  | 33.8                                                      |  |                          |    
|                                                   |  |                      |  |                                        |  |                                                                        |  |                    |  |                                                           |  |                          |    

See footnotes on subsequent page.

31

---

Significant Tenants Footnotes

|(a) |  | Annualized base rental revenue is based on actual December 2003 billings times 12. For leases whose rent commences after January 1, 2004, annualized base rental revenue is based on the first full month's billing times 12.
As annualized base rental revenue is not derived from historical GAAP results, historical results may differ from those set forth above.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(b) |  | 12,150 square feet expire in 2004; 383,805 square feet expire in 2007.                                                                                                                                                                                                                                                                                                
|(c) |  | 190,000 square feet expire in 2011; 81,953 square feet expire in 2012.                                                                                                                                                                                                                                                                                                
|(d) |  | 63,278 square feet expire in 2004; 4,786 square feet expire in 2007; 387,000 square feet expire in 2009.                                                                                                                                                                                                                                                              
|(e) |  | 105,218 square feet expire in 2005; 248,399 square feet expire in 2007.                                                                                                                                                                                                                                                                                               
|(f) |  | 300,378 square feet expire in 2005; 40,368 square feet expire in 2006.                                                                                                                                                                                                                                                                                                
|(g) |  | 22,785 square feet expire in 2010; 143,620 square feet expire in 2017.                                                                                                                                                                                                                                                                                                
|(h) |  | 4,398 square feet expire in 2004; 59,329 square feet expire in 2005; 22,444 square feet expire in 2006; 70,517 square feet expire in 2007; 59,562 square feet expire in 2008; 22,185 square feet expire in 2009.                                                                                                                                                      
|(i) |  | 57,204 square feet expire in 2007; 46,440 square feet expire in 2009; 77,381 square feet expire in 2012.                                                                                                                                                                                                                                                              
|(j) |  | 7,500 square feet expire in 2004; 18,539 square feet expire in 2005; 104,651 square feet expire in 2008; 7,000 square feet expire in 2009; 25,563 square feet expire in 2010.                                                                                                                                                                                         
|(k) |  | 40,683 square feet expire in 2004; 9,945 square feet expire in 2005; 45,678 square feet expire in 2007; 37,789 square feet expire in 2009; 26,834 square feet expire in 2014.                                                                                                                                                                                         
|(l) |  | 5,850 square feet expire in 2004; 19,000 square feet expire in 2007; 48,542 square feet expire in 2009; 71,065 square feet expire in 2019.                                                                                                                                                                                                                            
|(m) |  | 5,695 square feet expire in 2004; 92,312 square feet expire in 2012.                                                                                                                                                                                                                                                                                                  
|(n) |  | 49,000 square feet expire in 2004; 82,850 square feet expire in 2006.                                                                                                                                                                                                                                                                                                 
|(o) |  | 75,174 square feet expire in 2012; 12,437 square feet expire in 2013.                                                                                                                                                                                                                                                                                                 
|(p) |  | 8,475 square feet expire in 2004; 5,000 square feet expire in 2005; 79,414 square feet expire in 2010.                                                                                                                                                                                                                                                                
|(q) |  | 49,424 square feet expire in 2004; 66,268 square feet expire in 2011.                                                                                                                                                                                                                                                                                                 
|(r) |  | 1,456 square feet expire in 2005; 20,187 square feet expire in 2008; 70,875 square feet expire in 2011.                                                                                                                                                                                                                                                               
|(s) |  | 50,174 square feet expire in 2005; 35,000 square feet expire in 2014.                                                                                                                                                                                                                                                                                                 

32

---

SCHEDULE OF LEASE EXPIRATIONS

The following table sets forth a schedule of lease expirations for the total of the Operating Partnership's office, office/flex, industrial/warehouse and
stand-alone retail properties, included in the Consolidated Properties, beginning January 1, 2004, assuming that none of the tenants exercise renewal options:

|Year Of
Expiration      |  | Number Of
Leases
Expiring (a) |  | Net Rentable
Area Subject
To Expiring
Leases
(Sq. Ft.) |   | Percentage Of
Total Leased
Square Feet
Represented By
Expiring
Leases (%) |  | Annualized
Base Rental
Revenue Under
Expiring
Leases ($) (b) |  | Average Annual
Rent Per Net
Rentable
Square Foot
Represented
By Expiring
Leases ($) |  | Percentage Of
Annual Base
Rent Under
Expiring
Leases (%)
|----------------------- |  | ----------------------------- |  | ------------------------------------------------------ | - | ------------------------------------------------------------------------- |  | ------------------------------------------------------------ |  | ----------------------------------------------------------------------------------- |  | --------------------------------------------------------
|2004 (c)                |  | 377                           |  | 1,803,936                                              |   | 7.4                                                                       |  | 34,977,869                                                   |  | 19.39                                                                               |  | 7.0                                                     
|2005                    |  | 428                           |  | 3,131,953                                              |   | 12.8                                                                      |  | 62,304,247                                                   |  | 19.89                                                                               |  | 12.4                                                    
|2006                    |  | 376                           |  | 2,774,391                                              |   | 11.4                                                                      |  | 58,021,381                                                   |  | 20.91                                                                               |  | 11.6                                                    
|2007                    |  | 299                           |  | 2,488,024                                              |   | 10.3                                                                      |  | 53,769,144                                                   |  | 21.61                                                                               |  | 10.8                                                    
|2008                    |  | 328                           |  | 3,001,578                                              |   | 12.4                                                                      |  | 56,134,258                                                   |  | 18.70                                                                               |  | 11.3                                                    
|2009                    |  | 201                           |  | 2,185,676                                              |   | 9.0                                                                       |  | 42,334,535                                                   |  | 19.37                                                                               |  | 8.5                                                     
|2010                    |  | 131                           |  | 1,537,648                                              |   | 6.3                                                                       |  | 30,675,036                                                   |  | 19.95                                                                               |  | 6.2                                                     
|2011                    |  | 93                            |  | 1,631,506                                              |   | 6.7                                                                       |  | 38,697,070                                                   |  | 23.72                                                                               |  | 7.8                                                     
|2012                    |  | 71                            |  | 1,643,368                                              |   | 6.8                                                                       |  | 37,446,396                                                   |  | 22.79                                                                               |  | 7.5                                                     
|2013                    |  | 58                            |  | 1,105,819                                              |   | 4.6                                                                       |  | 21,617,089                                                   |  | 19.55                                                                               |  | 4.3                                                     
|2014                    |  | 21                            |  | 746,160                                                |   | 3.1                                                                       |  | 14,615,181                                                   |  | 19.59                                                                               |  | 2.9                                                     
|2015 and thereafter     |  | 43                            |  | 2,225,965                                              |   | 9.2                                                                       |  | 48,252,634                                                   |  | 21.68                                                                               |  | 9.7                                                     
|                        |  |                               |  |                                                        |   |                                                                           |  |                                                              |  |                                                                                     |  |                                                         
|Totals/Weighted Average |  | 2,426                         |  | 24,276,024 (d                                          | ) | 100.0                                                                     |  | 498,844,840                                                  |  | 20.55                                                                               |  | 100.0                                                   
|                        |  |                               |  |                                                        |   |                                                                           |  |                                                              |  |                                                                                     |  |                                                         

---

Square FeetSquare footage leased to commercial tenants

24,276,024Square footage used for corporate offices, management offices, building use, retail tenants, food services, other ancillary service tenants and occupancy adjustments

394,936Square footage unleased

2,285,841Total net rentable square footage (does not include residential, land lease, retail or not-in-service properties)

26,956,801


33

---

SCHEDULE OF LEASE EXPIRATIONS: OFFICE PROPERTIES

The following table sets forth a schedule of lease expirations for the office properties, included in the Consolidated Properties, beginning January 1,
2004, assuming that none of the tenants exercise renewal options:

|Year Of
Expiration      |  | Number Of
Leases
Expiring (a) |  | Net Rentable
Area Subject
To Expiring
Leases
(Sq. Ft.) |  | Percentage Of
Total Leased
Square Feet
Represented By
Expiring
Leases (%) |  | Annualized
Base Rental
Revenue Under
Expiring
Leases ($) (b) |  | Average Annual
Rent Per Net
Rentable
Square Foot
Represented
By Expiring
Leases ($) |  | Percentage Of
Annual Base
Rent Under
Expiring
Leases (%)
|----------------------- |  | ----------------------------- |  | ------------------------------------------------------ |  | ------------------------------------------------------------------------- |  | ------------------------------------------------------------ |  | ----------------------------------------------------------------------------------- |  | --------------------------------------------------------
|2004 (c)                |  | 320                           |  | 1,408,653                                              |  | 7.3                                                                       |  | 30,740,856                                                   |  | 21.82                                                                               |  | 7.0                                                     
|2005                    |  | 321                           |  | 2,344,159                                              |  | 12.2                                                                      |  | 53,075,372                                                   |  | 22.64                                                                               |  | 12.2                                                    
|2006                    |  | 316                           |  | 2,236,798                                              |  | 11.6                                                                      |  | 51,110,754                                                   |  | 22.85                                                                               |  | 11.6                                                    
|2007                    |  | 233                           |  | 1,851,545                                              |  | 9.6                                                                       |  | 45,506,783                                                   |  | 24.58                                                                               |  | 10.4                                                    
|2008                    |  | 258                           |  | 2,217,901                                              |  | 11.6                                                                      |  | 48,452,703                                                   |  | 21.85                                                                               |  | 11.1                                                    
|2009                    |  | 159                           |  | 1,760,989                                              |  | 9.2                                                                       |  | 37,022,218                                                   |  | 21.02                                                                               |  | 8.5                                                     
|2010                    |  | 99                            |  | 1,054,924                                              |  | 5.5                                                                       |  | 23,725,632                                                   |  | 22.49                                                                               |  | 5.4                                                     
|2011                    |  | 77                            |  | 1,407,215                                              |  | 7.3                                                                       |  | 35,550,861                                                   |  | 25.26                                                                               |  | 8.2                                                     
|2012                    |  | 52                            |  | 1,431,652                                              |  | 7.5                                                                       |  | 34,449,358                                                   |  | 24.06                                                                               |  | 7.9                                                     
|2013                    |  | 45                            |  | 973,559                                                |  | 5.1                                                                       |  | 19,889,021                                                   |  | 20.43                                                                               |  | 4.6                                                     
|2014                    |  | 19                            |  | 689,160                                                |  | 3.6                                                                       |  | 13,749,181                                                   |  | 19.95                                                                               |  | 3.2                                                     
|2015 and thereafter     |  | 26                            |  | 1,830,405                                              |  | 9.5                                                                       |  | 43,180,150                                                   |  | 23.59                                                                               |  | 9.9                                                     
|                        |  |                               |  |                                                        |  |                                                                           |  |                                                              |  |                                                                                     |  |                                                         
|Totals/Weighted Average |  | 1,925                         |  | 19,206,960                                             |  | 100.0                                                                     |  | 436,452,889                                                  |  | 22.72                                                                               |  | 100.0                                                   
|                        |  |                               |  |                                                        |  |                                                                           |  |                                                              |  |                                                                                     |  |                                                         

---

34

---

SCHEDULE OF LEASE EXPIRATIONS: OFFICE/FLEX PROPERTIES

The following table sets forth a schedule of lease expirations for the office/flex properties, included in the Consolidated Properties, beginning
January 1, 2004, assuming that none of the tenants exercise renewal options:

|Year Of
Expiration      |  | Number Of
Leases
Expiring (a) |  | Net Rentable
Area Subject
To Expiring
Leases
(Sq. Ft.) |  | Percentage Of
Total Leased
Square Feet
Represented By
Expiring
Leases (%) |  | Annualized
Base Rental
Revenue Under
Expiring
Leases ($) (b) |  | Average Annual
Rent Per Net
Rentable
Square Foot
Represented
By Expiring
Leases ($) |  | Percentage Of
Annual Base
Rent Under
Expiring
Leases (%)
|----------------------- |  | ----------------------------- |  | ------------------------------------------------------ |  | ------------------------------------------------------------------------- |  | ------------------------------------------------------------ |  | ----------------------------------------------------------------------------------- |  | --------------------------------------------------------
|2004 (c)                |  | 54                            |  | 374,845                                                |  | 8.1                                                                       |  | 3,922,013                                                    |  | 10.46                                                                               |  | 6.8                                                     
|2005                    |  | 104                           |  | 765,866                                                |  | 16.4                                                                      |  | 9,021,093                                                    |  | 11.78                                                                               |  | 15.5                                                    
|2006                    |  | 60                            |  | 537,593                                                |  | 11.5                                                                      |  | 6,910,627                                                    |  | 12.85                                                                               |  | 11.9                                                    
|2007                    |  | 62                            |  | 621,179                                                |  | 13.3                                                                      |  | 8,053,711                                                    |  | 12.97                                                                               |  | 13.8                                                    
|2008                    |  | 67                            |  | 692,308                                                |  | 14.8                                                                      |  | 7,211,650                                                    |  | 10.42                                                                               |  | 12.4                                                    
|2009                    |  | 39                            |  | 384,792                                                |  | 8.3                                                                       |  | 4,621,677                                                    |  | 12.01                                                                               |  | 7.9                                                     
|2010                    |  | 31                            |  | 454,724                                                |  | 9.7                                                                       |  | 6,669,404                                                    |  | 14.67                                                                               |  | 11.5                                                    
|2011                    |  | 16                            |  | 224,291                                                |  | 4.8                                                                       |  | 3,146,209                                                    |  | 14.03                                                                               |  | 5.4                                                     
|2012                    |  | 19                            |  | 211,716                                                |  | 4.5                                                                       |  | 2,997,038                                                    |  | 14.16                                                                               |  | 5.1                                                     
|2013                    |  | 6                             |  | 77,024                                                 |  | 1.7                                                                       |  | 1,074,845                                                    |  | 13.95                                                                               |  | 1.9                                                     
|2014                    |  | 2                             |  | 57,000                                                 |  | 1.2                                                                       |  | 866,000                                                      |  | 15.19                                                                               |  | 1.5                                                     
|2015 and thereafter     |  | 13                            |  | 265,278                                                |  | 5.7                                                                       |  | 3,644,664                                                    |  | 13.74                                                                               |  | 6.3                                                     
|                        |  |                               |  |                                                        |  |                                                                           |  |                                                              |  |                                                                                     |  |                                                         
|Totals/Weighted Average |  | 473                           |  | 4,666,616                                              |  | 100.0                                                                     |  | 58,138,931                                                   |  | 12.46                                                                               |  | 100.0                                                   
|                        |  |                               |  |                                                        |  |                                                                           |  |                                                              |  |                                                                                     |  |                                                         

---

35

---

SCHEDULE OF LEASE EXPIRATIONS: INDUSTRIAL/WAREHOUSE PROPERTIES

The following table sets forth a schedule of lease expirations for the industrial/warehouse properties, included in the Consolidated Properties, beginning
January 1, 2004, assuming that none of the tenants exercise renewal options:

|Year Of
Expiration      |  | Number Of
Leases
Expiring (a) |  | Net Rentable
Area Subject
To Expiring
Leases
(Sq. Ft.) |  | Percentage Of
Total Leased
Square Feet
Represented By
Expiring
Leases (%) |  | Annualized
Base Rental
Revenue Under
Expiring
Leases ($) (b) |  | Average Annual
Rent Per Net
Rentable
Square Foot
Represented
By Expiring
Leases ($) |  | Percentage Of
Annual Base
Rent Under
Expiring
Leases (%)
|----------------------- |  | ----------------------------- |  | ------------------------------------------------------ |  | ------------------------------------------------------------------------- |  | ------------------------------------------------------------ |  | ----------------------------------------------------------------------------------- |  | --------------------------------------------------------
|2004                    |  | 2                             |  | 11,138                                                 |  | 2.9                                                                       |  | 120,000                                                      |  | 10.77                                                                               |  | 3.1                                                     
|2005                    |  | 3                             |  | 21,928                                                 |  | 5.7                                                                       |  | 207,783                                                      |  | 9.48                                                                                |  | 5.4                                                     
|2007                    |  | 4                             |  | 15,300                                                 |  | 3.9                                                                       |  | 208,650                                                      |  | 13.64                                                                               |  | 5.4                                                     
|2008                    |  | 3                             |  | 91,369                                                 |  | 23.7                                                                      |  | 469,904                                                      |  | 5.14                                                                                |  | 12.2                                                    
|2009                    |  | 3                             |  | 39,895                                                 |  | 10.4                                                                      |  | 690,640                                                      |  | 17.31                                                                               |  | 17.9                                                    
|2010                    |  | 1                             |  | 28,000                                                 |  | 7.3                                                                       |  | 280,000                                                      |  | 10.00                                                                               |  | 7.3                                                     
|2013                    |  | 7                             |  | 55,236                                                 |  | 14.3                                                                      |  | 653,223                                                      |  | 11.83                                                                               |  | 17.0                                                    
|2015 & thereafter       |  | 3                             |  | 122,282                                                |  | 31.8                                                                      |  | 1,222,820                                                    |  | 10.00                                                                               |  | 31.7                                                    
|                        |  |                               |  |                                                        |  |                                                                           |  |                                                              |  |                                                                                     |  |                                                         
|Totals/Weighted Average |  | 26                            |  | 385,148                                                |  | 100.0                                                                     |  | 3,853,020                                                    |  | 10.00                                                                               |  | 100.0                                                   
|                        |  |                               |  |                                                        |  |                                                                           |  |                                                              |  |                                                                                     |  |                                                         

---

SCHEDULE OF LEASE EXPIRATIONS: STAND-ALONE RETAIL PROPERTIES

The following table sets forth a schedule of lease expirations for the stand-alone retail properties, included in the Consolidated Properties, beginning
January 1, 2004, assuming that none of the tenants exercise renewal options:

|Year Of
Expiration      |  | Number Of
Leases
Expiring (a) |  | Net Rentable
Area Subject
To Expiring
Leases
(Sq. Ft.) |  | Percentage Of
Total Leased
Square Feet
Represented By
Expiring
Leases (%) |  | Annualized
Base Rental
Revenue Under
Expiring
Leases ($)(b) |  | Average Annual
Rent Per Net
Rentable
Square Foot
Represented
By Expiring
Leases ($) |  | Percentage Of
Annual Base
Rent Under
Expiring
Leases (%)
|----------------------- |  | ----------------------------- |  | ------------------------------------------------------ |  | ------------------------------------------------------------------------- |  | ----------------------------------------------------------- |  | ----------------------------------------------------------------------------------- |  | --------------------------------------------------------
|2004                    |  | 1                             |  | 9,300                                                  |  | 53.8                                                                      |  | 195,000                                                     |  | 20.97                                                                               |  | 48.8                                                    
|2015 & thereafter       |  | 1                             |  | 8,000                                                  |  | 46.2                                                                      |  | 205,000                                                     |  | 25.62                                                                               |  | 51.2                                                    
|                        |  |                               |  |                                                        |  |                                                                           |  |                                                             |  |                                                                                     |  |                                                         
|Totals/Weighted Average |  | 2                             |  | 17,300                                                 |  | 100.0                                                                     |  | 400,000                                                     |  | 23.12                                                                               |  | 100.0                                                   
|                        |  |                               |  |                                                        |  |                                                                           |  |                                                             |  |                                                                                     |  |                                                         

---

36

---



INDUSTRY DIVERSIFICATION

The following table lists the Operating Partnership's 30 largest industry classifications based on annualized contractual base rent of the Consolidated
Properties:

|Industry Classification (a)                       |  | Annualized
Base Rental
Revenue
($) (b) (c) (d) |  | Percentage of Operating
Partnership
Annualized Base
Rental Revenue (%) |  | Square
Feet
Leased (d) |  | Percentage of
Total
Operating
Partnership
Leased
Sq. Ft. (%)
|------------------------------------------------- |  | ---------------------------------------------- |  | ---------------------------------------------------------------------- |  | ---------------------- |  | ------------------------------------------------------------
|Securities, Commodity Contracts & Other Financial |  | 74,195,913                                     |  | 14.8                                                                   |  | 2,706,810              |  | 11.1                                                        
|Manufacturing                                     |  | 49,180,527                                     |  | 9.8                                                                    |  | 2,538,664              |  | 10.5                                                        
|Insurance Carriers & Related Activities           |  | 30,801,313                                     |  | 6.1                                                                    |  | 1,457,767              |  | 5.9                                                         
|Telecommunications                                |  | 28,568,072                                     |  | 5.6                                                                    |  | 1,451,564              |  | 5.9                                                         
|Computer System Design Svcs.                      |  | 28,527,683                                     |  | 5.6                                                                    |  | 1,456,734              |  | 5.9                                                         
|Credit Intermediation & Related Activities        |  | 24,778,965                                     |  | 5.0                                                                    |  | 1,275,444              |  | 5.3                                                         
|Legal Services                                    |  | 24,725,986                                     |  | 5.0                                                                    |  | 931,454                |  | 3.8                                                         
|Health Care & Social Assistance                   |  | 21,119,425                                     |  | 4.2                                                                    |  | 1,060,728              |  | 4.4                                                         
|Scientific Research/Development                   |  | 19,799,627                                     |  | 4.0                                                                    |  | 979,041                |  | 4.0                                                         
|Wholesale Trade                                   |  | 19,376,649                                     |  | 3.9                                                                    |  | 1,310,368              |  | 5.4                                                         
|Retail Trade                                      |  | 16,265,491                                     |  | 3.3                                                                    |  | 928,488                |  | 3.8                                                         
|Accounting/Tax Prep.                              |  | 15,751,237                                     |  | 3.2                                                                    |  | 671,965                |  | 2.8                                                         
|Other Professional                                |  | 14,287,386                                     |  | 2.9                                                                    |  | 693,417                |  | 2.9                                                         
|Publishing Industries                             |  | 13,928,699                                     |  | 2.8                                                                    |  | 599,405                |  | 2.5                                                         
|Information Services                              |  | 11,239,268                                     |  | 2.3                                                                    |  | 502,686                |  | 2.1                                                         
|Architectural/Engineering                         |  | 9,684,890                                      |  | 1.9                                                                    |  | 441,169                |  | 1.8                                                         
|Advertising/Related Services                      |  | 9,254,969                                      |  | 1.9                                                                    |  | 388,884                |  | 1.6                                                         
|Arts, Entertainment & Recreation                  |  | 9,164,336                                      |  | 1.8                                                                    |  | 620,396                |  | 2.6                                                         
|Other Services (except Public Administration)     |  | 9,107,624                                      |  | 1.8                                                                    |  | 586,746                |  | 2.4                                                         
|Real Estate & Rental & Leasing                    |  | 7,531,455                                      |  | 1.5                                                                    |  | 434,240                |  | 1.8                                                         
|Transportation                                    |  | 6,386,004                                      |  | 1.3                                                                    |  | 419,171                |  | 1.7                                                         
|Management of Companies & Finance                 |  | 5,779,074                                      |  | 1.2                                                                    |  | 267,555                |  | 1.1                                                         
|Data Processing Services                          |  | 5,523,863                                      |  | 1.1                                                                    |  | 230,629                |  | 1.0                                                         
|Construction                                      |  | 5,364,961                                      |  | 1.1                                                                    |  | 283,131                |  | 1.2                                                         
|Utilities                                         |  | 5,093,182                                      |  | 1.0                                                                    |  | 266,526                |  | 1.1                                                         
|Educational Services                              |  | 4,899,823                                      |  | 1.0                                                                    |  | 261,740                |  | 1.1                                                         
|Public Administration                             |  | 4,756,755                                      |  | 1.0                                                                    |  | 216,895                |  | 0.9                                                         
|Admin. & Support, Waste Mgt. & Remediation Svc.   |  | 3,823,770                                      |  | 0.8                                                                    |  | 265,549                |  | 1.1                                                         
|Specialized Design Services                       |  | 3,353,802                                      |  | 0.7                                                                    |  | 229,230                |  | 0.9                                                         
|Management/Scientific                             |  | 3,341,893                                      |  | 0.7                                                                    |  | 163,285                |  | 0.7                                                         
|Other                                             |  | 13,232,198                                     |  | 2.7                                                                    |  | 636,343                |  | 2.7                                                         
|                                                  |  |                                                |  |                                                                        |  |                        |  |                                                             
|Totals                                            |  | 498,844,840                                    |  | 100.0                                                                  |  | 24,276,024             |  | 100.0                                                       
|                                                  |  |                                                |  |                                                                        |  |                        |  |                                                             

---

37

---

MARKET DIVERSIFICATION

The following table lists the Operating Partnership's markets (MSAs), based on annualized contractual base rent of the Consolidated Properties:

|Market (MSA)                                 |  | Annualized
Base Rental
Revenue
($) (a) (b) (c) |  | Percentage Of
Operating
Partnership
Annualized Base
Rental Revenue (%) |  | Total
Property Size
Rentable Area (b) (c) |  | Percentage Of
Rentable Area (%)
|-------------------------------------------- |  | ---------------------------------------------- |  | ---------------------------------------------------------------------- |  | ----------------------------------------- |  | -------------------------------
|New York, NY (Westchester-Rockland Counties) |  | 89,381,047                                     |  | 17.8                                                                   |  | 5,044,088                                 |  | 18.8                           
|Bergen-Passaic, NJ                           |  | 88,887,580                                     |  | 17.8                                                                   |  | 4,530,091                                 |  | 16.8                           
|Newark, NJ (Essex-Morris-Union Counties)     |  | 87,700,275                                     |  | 17.6                                                                   |  | 4,309,519                                 |  | 16.0                           
|Jersey City, NJ                              |  | 67,032,435                                     |  | 13.4                                                                   |  | 3,071,695                                 |  | 11.4                           
|Philadelphia, PA-NJ                          |  | 49,284,216                                     |  | 9.9                                                                    |  | 3,417,953                                 |  | 12.7                           
|Trenton, NJ (Mercer County)                  |  | 15,609,585                                     |  | 3.1                                                                    |  | 767,365                                   |  | 2.8                            
|Middlesex-Somerset-Hunterdon, NJ             |  | 14,602,755                                     |  | 2.9                                                                    |  | 791,051                                   |  | 2.9                            
|Denver, CO                                   |  | 14,487,488                                     |  | 2.9                                                                    |  | 1,084,945                                 |  | 4.0                            
|Stamford-Norwalk, CT                         |  | 13,833,396                                     |  | 2.8                                                                    |  | 706,510                                   |  | 2.6                            
|Washington, DC-MD-VA                         |  | 13,234,698                                     |  | 2.7                                                                    |  | 450,549                                   |  | 1.7                            
|San Francisco, CA                            |  | 11,859,353                                     |  | 2.4                                                                    |  | 450,891                                   |  | 1.7                            
|Monmouth-Ocean, NJ                           |  | 7,695,141                                      |  | 1.5                                                                    |  | 577,423                                   |  | 2.1                            
|Nassau-Suffolk, NY                           |  | 6,373,398                                      |  | 1.3                                                                    |  | 292,849                                   |  | 1.1                            
|Dallas, TX                                   |  | 5,610,874                                      |  | 1.1                                                                    |  | 449,594                                   |  | 1.7                            
|Bridgeport, CT                               |  | 2,781,539                                      |  | 0.6                                                                    |  | 145,487                                   |  | 0.5                            
|San Antonio, TX                              |  | 2,366,314                                      |  | 0.5                                                                    |  | 187,312                                   |  | 0.7                            
|Dutchess County, NY                          |  | 2,270,327                                      |  | 0.5                                                                    |  | 118,727                                   |  | 0.4                            
|Colorado Springs, CO                         |  | 2,014,838                                      |  | 0.4                                                                    |  | 209,987                                   |  | 0.8                            
|Boulder-Longmont, CO                         |  | 1,956,980                                      |  | 0.4                                                                    |  | 270,421                                   |  | 1.0                            
|Atlantic-Cape May, NJ                        |  | 1,862,601                                      |  | 0.4                                                                    |  | 80,344                                    |  | 0.3                            
|                                             |  |                                                |  |                                                                        |  |                                           |  |                                
|Totals                                       |  | 498,844,840                                    |  | 100.0                                                                  |  | 26,956,801                                |  | 100.0                          
|                                             |  |                                                |  |                                                                        |  |                                           |  |                                

---

38

---

ITEM 3.    LEGAL PROCEEDINGS

On March 27, 2003, Hartz Mountain Industries, Inc. ("Hartz") filed a lawsuit in the Superior Court of New Jersey, Law Division, for Bergen County,
seeking to enjoin the New Jersey Sports & Exposition Authority ("NJSEA") from entering into a contract with The Mills Corporation and the Corporation for the redevelopment of the Continental
Airlines Arena site. The case was dismissed by the trial court but Hartz appealed. Hartz also appealed the NJSEA's final decision which denied Hartz's bid protest on October 23, 2003. Westfield
America, Inc., has also protested the NJSEA decision, and has appealed
the NJSEA's denial of its protest. In January 2004, Hartz and Westfield also appealed the NJSEA's approval and execution of the final Redevelopment Agreement. Four citizens, Elliot Braha,
Richard DeLauro, George Perry and Carol Coronato, have also filed lawsuits challenging the NJSEA award to Mills and the Corporation. All of these cases are now pending unresolved in the Superior Court
of New Jersey, Appellate Division. The Corporation believes that its proposal fully complied with applicable laws and the request for proposals, and plans to vigorously enforce its rights concerning
this project. The Operating Partnership does not believe that the ultimate resolution of this matter will have a material adverse effect on the Operating Partnership's financial condition taken as a
whole.

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

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

ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Not applicable.

39

---

PART II

ITEM 5.    MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

The shares of the Corporation's Common Stock are traded on the New York Stock Exchange ("NYSE") and the Pacific Exchange under the symbol "CLI". The Operating
Partnership does not have any publicly traded common equity.

MARKET INFORMATION

Not applicable.

HOLDERS

On February 20, 2004, the Operating Partnership had 98 owners of limited partnership units and one owner of General Partnership units.

RECENT SALES OF UNREGISTERED SECURITIES

The Operating Partnership did not issue any unregistered securities in the years ended December 31, 2003, 2002 or 2001.

DIVIDENDS AND DISTRIBUTIONS

During the year ended December 31, 2003, the Corporation and Operating Partnership declared four quarterly common stock dividends and common unit
distributions of $0.63 per share and per unit from the first to the fourth quarter. Additionally, in 2003, the Operating Partnership declared quarterly Series C preferred unit distributions of
$67.22, $50.00 and $50.00 per preferred unit from the second to the fourth quarter, respectively. The Operating Partnership also declared four quarterly Series B preferred unit distributions of
$18.1818 per preferred unit from the first to the fourth quarter.

During
the year ended December 31, 2002, the Corporation and the Operating Partnership declared four quarterly common stock dividends and common unit distributions in the amounts
of $0.62, $0.62, $0.63 and $0.63 per share and per unit from the first to the fourth quarter, respectively.

The
declaration and payment of dividends and distributions will continue to be determined by the Board of Directors of the Corporation in light of conditions then existing, including the
Operating Partnership's earnings, financial condition, capital requirements, applicable REIT and legal restrictions and other factors.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

Information regarding securities authorized for issuance under our equity compensation plans is disclosed in Item 12 "Security Ownership of Certain Beneficial
Owners and Management and Related Stockholder Matters."

40

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ITEM 6. SELECTED FINANCIAL DATA

The following table sets forth selected financial data on a consolidated basis for the Operating Partnership. The consolidated selected operating, balance sheet
and other data of the Operating Partnership as of December 31, 2003, 2002, 2001, 2000 and 1999, and for the years then ended have been derived from the Operating Partnership's financial
statements for the respective periods.

|                                                                                             |  | Year Ended December 31,
|-------------------------------------------------------------------------------------------- |  | -----------------------
|
|
|Total revenues                                                                               |  | $                      
|Property expenses (b)                                                                        |  | $                      
|General and administrative                                                                   |  | $                      
|Interest expense                                                                             |  | $                      
|Income from continuing operations before equity in earnings of unconsolidated joint ventures |  | $                      
|Income from continuing operations                                                            |  | $                      
|Net income available to common unitholders                                                   |  | $                      
|Income from continuing operations per unitbasic                                             |  | $                      
|Income from continuing operations per unitdiluted                                           |  | $                      
|Net income per unitbasic                                                                    |  | $                      
|Net income per unitdiluted                                                                  |  | $                      
|Distributions declared per common unit                                                       |  | $                      
|Basic weighted average units outstanding                                                     |  |                        
|Diluted weighted average units outstanding                                                   |  |                        

|                                                                  |  | December 31,
|----------------------------------------------------------------- |  | ------------
|
|
|Rental property, before accumulated depreciation and amortization |  | $           
|Rental property held for sale, net                                |  | $           
|Total assets                                                      |  | $           
|Total debt (c)                                                    |  | $           
|Total liabilities                                                 |  | $           
|Partners' capital                                                 |  | $           

---

41

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ITEM 7.    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 subsidiaries 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

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

Rental Property

Rental properties are stated at cost less accumulated depreciation and amortization. Costs directly related to the acquisition, development and construction of
rental properties are capitalized. Capitalized development and construction costs include pre-construction costs essential to the development of the property, development and construction
costs, interest, property taxes, insurance, salaries and other project costs incurred during the period of development. Interest capitalized by the Operating Partnership for the years ended
December 31, 2003, 2002 and 2001 was $7.3 million, $19.7 million and $16.7 million, respectively. Ordinary repairs and maintenance are expensed
as incurred; major replacements and betterments, which improve or extend the life of the asset, are capitalized and depreciated over their estimated useful lives. Fully-depreciated assets are removed
from the accounts.

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

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


Upon
acquisition of rental property, the Operating Partnership estimates the fair value of acquired tangible assets, consisting of land, building and improvements, and identified
intangible assets and

42

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

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

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

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

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Rental Property Held for Sale and Discontinued Operations

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

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

Effective
January 1, 2002, the Operating Partnership adopted the provisions of FASB No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets,
which supercedes FASB No. 121. FASB No. 144 requires that long-lived assets that are to be disposed of by sale be measured at the lower of book value or fair value less cost
to sell. FASB No. 144 retains the requirements of FASB No. 121 regarding impairment loss recognition and measurement. In addition, it requires that one accounting model be used for
long-lived assets to be disposed of by sale and broadens the presentation of discontinued operations to include more disposal transactions. As the statement requires implementation on a
prospective basis, properties which were identified as held for sale by the Operating Partnership as of December 31, 2002 are presented in the accompanying financial statements in a manner
consistent with the presentation prior to January 1, 2002. Properties
identified as held for sale and/or sold from January 1, 2002 forward are presented in discontinued operations for all periods presented. See Note 7 to the Financial Statements.

Investments in Unconsolidated Joint Ventures, Net

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

On
a periodic basis, management assesses whether there are any indicators that the value of the Operating Partnership's investments in unconsolidated joint ventures may be impaired. An
investment is impaired only if management's estimate of the value of the investment is less than the carrying value of the investment. To the extent impairment has occurred, the loss shall be measured
as the excess of the carrying amount of the investment over the value of the investment. 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 $3.8 million,
$4.1 million, and $4.0 million for the years ended December 31, 2003, 2002 and 2001, respectively.

44

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Derivative Instruments

The Operating Partnership measures derivative instruments, including certain derivative instruments embedded in other contracts, at fair value and records them as
an asset or liability, depending on the
Operating Partnership's rights or obligations under the applicable derivative contract. For derivatives designated as fair value hedges, the changes in the fair value of both the derivative instrument
and the hedged item are recorded in earnings. For derivatives designated as cash flow hedges, the effective portions of the derivative are reported in other comprehensive income ("OCI") and are
subsequently reclassified into earnings when the hedged item affects earnings. Changes in fair value of derivative instruments not designated as hedging and ineffective portions of hedges are
recognized in earnings in the affected period. See Note 11 to the Financial StatementsInterest Rate Contract.

Revenue Recognition

Base rental revenue is recognized on a straight-line basis over the terms of the respective leases. Unbilled rents receivable represents the amount by
which straight-line rental revenue exceeds rents currently billed in accordance with the lease agreements. Above-market and below-market lease values for acquired properties are recorded
based on the present value (using a discount rate which reflects the risks associated with the leases acquired) of the difference between (i) the contractual amounts to be paid pursuant to each
in-place lease and (ii) management's estimate of fair market lease rates for each corresponding in-place lease, measured over a period equal to the remaining term of the
lease for above-market leases and the initial term plus the term of any below-market fixed rate renewal options for below-market leases. The capitalized above-market lease values are amortized as a
reduction of base rental revenue over the remaining term of the respective leases, and the capitalized below-market lease values are amortized as an increase to base rental revenue over the remaining
initial terms plus the terms of any below-market fixed rate renewal options of the respective leases. Parking and other revenue includes income from parking spaces leased to tenants, income from
tenants for additional services provided by the Operating Partnership, income from tenants for early lease terminations and income from managing and/or leasing properties for third parties.
Escalations and recoveries are received from tenants for certain costs as provided in the lease agreements. These costs generally include real estate taxes, utilities, insurance, common area
maintenance and other recoverable costs. See Note 16 to the Financial Statements.

Allowance for Doubtful Accounts

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

Results from Operations

As a result of the economic climate since 2001, substantially all of the real estate markets the Operating Partnership operates in materially softened. Demand for
office space declined significantly and vacancy rates increased in each of the Operating Partnership's core markets over the period. Through February 20, 2004, the Operating Partnership's core
markets continued to be weak. The percentage leased in the Operating Partnership's consolidated portfolio of stabilized operating properties decreased to 91.5 percent at December 31,
2003, as compared to 92.3 percent at December 31, 2002 and 94.6 percent at December 31, 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

45

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late
2000 and early 2001. Rental rates on the Operating Partnership's space that was re-leased (based on first rents payable) during the year ended December 31, 2003 decreased an
average of 7.8 percent compared to rates that were in effect under expiring leases, as compared to a 3.0 percent increase in 2002 and a 9.5 percent increase in 2001. The Operating
Partnership believes that vacancy rates may continue to increase in most of its markets in 2004. As a result, the Operating Partnership's future earnings may be negatively impacted.

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

Consistent
with its strategy, in the fourth quarter 2000, the Operating Partnership started construction of a 977,225 square-foot office property, known as Plaza 5, at its
Harborside Financial Center office complex in Jersey City, Hudson County, New Jersey. The project, which commenced initial operations in September 2002, is currently projected to cost
approximately $260 million, of which $231.9 million has been incurred by the Operating Partnership through December 31, 2003. Plaza 5 was approximately 60.1 percent leased
as of December 31, 2003. The Operating Partnership anticipates expending an additional approximately $28.1 million for tenant installation costs as the vacant space of Plaza 5 is leased,
which it expects to fund primarily through drawing on its revolving credit facility.

Additionally,
in the fourth quarter 2000, the Operating Partnership, through its joint venture with Columbia Development Company, L.L.C. ("Columbia"), known as American Financial
Exchange ("AFE"), started construction of a 577,575 square-foot office property, known as Plaza 10, which was 100 percent pre-leased to Charles Schwab &
Co. Inc. ("Schwab") for a 15-year term, on land owned by the joint venture located adjacent to the Operating Partnership's Harborside complex. Among other things, the joint venture
agreement provided for a preferred return on the Operating Partnership's invested capital in the venture in addition to the
Operating Partnership's proportionate share of the venture's profit, as defined in the agreement. The project commenced initial operations in September 2002.

On
September 29, 2003, the Operating Partnership sold its interest in AFE, in which the Operating Partnership held a 50 percent interest, and received approximately
$162.1 million in net sales proceeds from the transaction, which the Operating Partnership used primarily to repay outstanding borrowings under its revolving credit facility. The Operating
Partnership recognized a gain on the sale of approximately $24.0 million, which is recorded in gain on sale of investment in unconsolidated joint venture for the year ended December 31,
2003. Following completion of the sale of its interest, the Operating Partnership no longer has any remaining obligations to Schwab.

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

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 catch-up 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).

46

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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 $56.3 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).

The
following comparisons for the year ended December 31, 2003 ("2003"), as compared to the year ended December 31, 2002 ("2002"), and for 2002, as compared to the year
ended December 31, 2001 ("2001"), make reference to the following: (i) the effect of the "Same-Store Properties," which represents all in-service properties owned
by the Operating Partnership at December 31, 2001, excluding Dispositions as defined below (for the 2003 versus 2002 comparison) and which represents all in-service properties owned
by the Operating Partnership at December 31, 2000, excluding Dispositions as defined below (for the 2002 versus 2001 comparison); (ii) the effect of the "Acquired Properties," which
represents all properties acquired by the Operating Partnership or commencing initial operations from January 1, 2002 through December 31, 2003 (for the 2003 versus 2002 comparison) and
which represents all properties acquired by the Operating Partnership or commencing initial operations from January 1, 2001 through December 31, 2002 (for the 2002 versus 2001
comparison) and; (iii) the effect of the "Dispositions", which represents results for each period for those rental properties sold by the Operating Partnership during the respective periods.

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Year Ended December 31, 2003 Compared to Year Ended December 31, 2002

|                                                                                             |                                                 | Year Ended
December 31, |         |         |   |         |        
|-------------------------------------------------------------------------------------------- | ----------------------------------------------- | ----------------------- | ------- | ------- | - | ------- | -------
|
|
|
|Revenue from rental operations:                                                              |                                                 |                         |         |         |   |         |        
|Base rents                                                                                   |                                                 | $                       | 505,985 |         | $ | 489,149 |        
|Escalations and recoveries from tenants                                                      |                                                 |                         | 61,418  |         |   | 56,746  |        
|Parking and other                                                                            |                                                 |                         | 18,843  |         |   | 17,717  |        
|                                                                                             |                                                 |                         |         |         |   |         |        
|                                                                                             | Total revenues                                  |                         |         | 586,246 |   |         | 563,612
|                                                                                             |                                                 |                         |         |         |   |         |        
|Property expenses:                                                                           |                                                 |                         |         |         |   |         |        
|Real estate taxes                                                                            |                                                 |                         | 64,718  |         |   | 60,417  |        
|Utilities                                                                                    |                                                 |                         | 41,788  |         |   | 38,282  |        
|Operating services                                                                           |                                                 |                         | 74,956  |         |   | 67,033  |        
|                                                                                             |                                                 |                         |         |         |   |         |        
|                                                                                             | Sub-total                                       |                         |         | 181,462 |   |         | 165,732
|General and administrative                                                                   |                                                 |                         | 31,461  |         |   | 26,977  |        
|Depreciation and amortization                                                                |                                                 |                         | 119,157 |         |   | 107,949 |        
|Interest expense                                                                             |                                                 |                         | 116,311 |         |   | 107,823 |        
|Interest income                                                                              |                                                 |                         | (1,100  | )       |   | (2,301  | )      
|Loss on early retirement of debt, net                                                        |                                                 |                         | 2,372   |         |   |        |        
|                                                                                             |                                                 |                         |         |         |   |         |        
|Total expenses                                                                               |                                                 |                         | 449,663 |         |   | 406,180 |        
|                                                                                             |                                                 |                         |         |         |   |         |        
|Income from continuing operations before equity in earnings of unconsolidated joint ventures |                                                 |                         | 136,583 |         |   | 157,432 |        
|Equity in earnings of unconsolidated joint ventures, net                                     |                                                 |                         | 13,480  |         |   | 14,793  |        
|Gain on sale of investment in unconsolidated joint ventures                                  |                                                 |                         | 23,952  |         |   |        |        
|                                                                                             |                                                 |                         |         |         |   |         |        
|Income from continuing operations                                                            |                                                 |                         | 174,015 |         |   | 172,225 |        
|Discontinued operations:                                                                     |                                                 |                         |         |         |   |         |        
|                                                                                             | Income (loss) from discontinued operations      |                         |         | 271     |   |         | (337   
|                                                                                             | Realized gain on disposition of rental property |                         |         | 3,540   |   |         |       
|                                                                                             |                                                 |                         |         |         |   |         |        
|Total discontinued operations, net                                                           |                                                 |                         | 3,811   |         |   | (337    | )      
|Realized gains (losses) and unrealized losses on disposition of rental property, net         |                                                 |                         |        |         |   | 2,759   |        
|                                                                                             |                                                 |                         |         |         |   |         |        
|Net income                                                                                   |                                                 |                         | 177,826 |         |   | 174,647 |        
|Preferred unit distributions                                                                 |                                                 |                         | (17,340 | )       |   | (15,656 | )      
|                                                                                             |                                                 |                         |         |         |   |         |        
|Net income available to common unitholders                                                   |                                                 | $                       | 160,486 |         | $ | 158,991 |        
|                                                                                             |                                                 |                         |         |         |   |         |        

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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                              |  | $                           | 16,836 |                       | 3.4  | %                   | $ | (3,461       | )
|Escalations and recoveries from tenants |  |                             | 4,672  |                       | 8.2  |                     |   | 2,189        |  
|Parking and other                       |  |                             | 1,126  |                       | 6.4  |                     |   | (212         | )
|                                        |  |                             |        |                       |      |                     |   |              |  
|Total                                   |  | $                           | 22,634 |                       | 4.0  | %                   | $ | (1,484       | )
|                                        |  |                             |        |                       |      |                     |   |              |  
|Property expenses:                      |  |                             |        |                       |      |                     |   |              |  
|Real estate taxes                       |  | $                           | 4,301  |                       | 7.1  | %                   | $ | 1,622        |  
|Utilities                               |  |                             | 3,506  |                       | 9.2  |                     |   | 1,580        |  
|Operating services                      |  |                             | 7,923  |                       | 11.8 |                     |   | 4,926        |  
|                                        |  |                             |        |                       |      |                     |   |              |  
|Total                                   |  | $                           | 15,730 |                       | 9.5  | %                   | $ | 8,128        |  
|                                        |  |                             |        |                       |      |                     |   |              |  
|OTHER DATA:                             |  |                             |        |                       |      |                     |   |              |  
|Number of Consolidated Properties       |  |                             | 256    |                       |      |                     |   | 243          |  
|Square feet (in thousands)              |  |                             | 26,957 |                       |      |                     |   | 24,907       |  

Base rents for the Same-Store Properties decreased $3.5 million, or 0.7 percent, for 2003 as compared to 2002, due
primarily to decreases in space leased and rental rates at the properties in 2003. Escalations and recoveries from tenants for the Same-Store Properties increased $2.2 million, or
3.9 percent, for 2003 over 2002, due primarily to an increased amount of total property expenses in 2003. Parking and other income for the Same-Store Properties decreased
$0.2 million, or 1.2 percent, due primarily to a decrease in lease termination fees in 2003.

Real
estate taxes on the Same-Store Properties increased $1.6 million, or 2.7 percent, for 2003 as compared to 2002, due primarily to property tax rate
increases in certain municipalities in 2003, partially offset by lower assessments on certain properties in 2003. Utilities for the Same-Store Properties increased $1.6 million, or
4.1 percent, for 2003 as compared to 2002, due primarily to increased electric rates in 2003 and increased utility usage on account of the harsh 2003 winter. Operating services for the
Same-Store Properties increased $4.9 million, or 7.3 percent, due primarily to increased snow removal costs from the harsh winter in 2003.

General
and administrative increased by $4.5 million, or 16.6 percent, for 2003 as compared to 2002. This increase was due primarily to an increase in 2003 in costs for
transactions not consummated of $2.0 million, salaries and related expenses of $1.8 million, and professional fees of $1.1 million, as compared to 2002.

Depreciation
and amortization increased by $11.2 million, or 10.4 percent, for 2003 over 2002. Of this increase, $4.6 million, or 4.3 percent, is attributable
to the Same-Store Properties, primarily on account of properties previously held for sale in 2002 not being depreciated during the period held for sale, which were no longer held for sale
in 2003, and $6.6 million, or 6.1 percent, is due to the Acquired Properties.

Interest
expense increased $8.5 million, or 7.9 percent, for 2003 as compared to 2002. This increase was due primarily to lower capitalized interest in 2003 on account of
less development projects.

Interest
income decreased $1.2 million, or 52.2 percent, for 2003 as compared to 2002. This decrease was due primarily to lower notes receivable balances and lower interest
rates in 2003.

49

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

Equity
in earnings of unconsolidated joint ventures decreased $1.3 million, or 8.9 percent, for 2003 as compared to 2002. The decrease was due primarily to the sale of the
ARCap joint venture investment in late 2002 resulting in a reduction of $4.4 million in 2003 and the sale of properties owned by the HPMC joint ventures in late 2002 and 2003 resulting in a
reduction of $3.5 million in 2003, partially offset by the initial operations of a 577,575 square foot office property owned by the American Financial Exchange joint venture (in which the
Operating Partnership subsequently sold its interest) resulting in an increase in 2003 of $6.3 million.

Gain
on sale of investment in unconsolidated joint venture amounted to $24.0 million in 2003. This was due to the sale of the Operating Partnership's investment in the American
Financial Exchange joint venture.

Income
from continuing operations before equity in earnings of unconsolidated joint ventures decreased to $136.6 million in 2003 from $157.4 million in 2002. The decrease
of approximately $20.8 million is due to the factors discussed above.

Net
income available to common unitholders increased by $1.5 million, from $159.0 million in 2002 to $160.5 million in 2003. This increase was a result of a gain on
sale of investment in American Financial Exchange of $24.0 million in 2003, realized gain on disposition of rental property of $3.5 million in 2003, and an increase in income from
discontinued operations of $0.6 million. This was partially offset by a decrease in 2003 in income from continuing operations before equity in earnings of unconsolidated joint ventures of
$20.8 million, realized gain on disposition of rental property of $2.8 million in 2002, an increase in preferred unit distributions of $1.7 million in 2003, and a decrease in
equity in earnings of unconsolidated joint ventures of $1.3 million.

50

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Year Ended December 31, 2002 Compared to Year Ended December 31, 2001

|                                                                                             |                | Year Ended
December 31, |         |         |   |         |        
|-------------------------------------------------------------------------------------------- | -------------- | ----------------------- | ------- | ------- | - | ------- | -------
|
|
|
|Revenue from rental operations:                                                              |                |                         |         |         |   |         |        
|Base rents                                                                                   |                | $                       | 489,149 |         | $ | 503,076 |        
|Escalations and recoveries from tenants                                                      |                |                         | 56,746  |         |   | 55,609  |        
|Parking and other                                                                            |                |                         | 17,717  |         |   | 10,335  |        
|                                                                                             |                |                         |         |         |   |         |        
|                                                                                             | Total revenues |                         |         | 563,612 |   |         | 569,020
|                                                                                             |                |                         |         |         |   |         |        
|Property expenses:                                                                           |                |                         |         |         |   |         |        
|Real estate taxes                                                                            |                |                         | 60,417  |         |   | 61,552  |        
|Utilities                                                                                    |                |                         | 38,282  |         |   | 43,250  |        
|Operating services                                                                           |                |                         | 67,033  |         |   | 67,321  |        
|                                                                                             |                |                         |         |         |   |         |        
|                                                                                             | Sub-total      |                         |         | 165,732 |   |         | 172,123
|General and administrative                                                                   |                |                         | 26,977  |         |   | 28,431  |        
|Depreciation and amortization                                                                |                |                         | 107,949 |         |   | 91,413  |        
|Interest expense                                                                             |                |                         | 107,823 |         |   | 112,003 |        
|Interest income                                                                              |                |                         | (2,301  | )       |   | (2,186  | )      
|                                                                                             |                |                         |         |         |   |         |        
|                                                                                             | Total expenses |                         |         | 406,180 |   |         | 401,784
|                                                                                             |                |                         |         |         |   |         |        
|Income from continuing operations before equity in earnings of unconsolidated joint ventures |                |                         | 157,432 |         |   | 167,236 |        
|Equity in earnings of unconsolidated joint ventures, net                                     |                |                         | 14,793  |         |   | 9,004   |        
|                                                                                             |                |                         |         |         |   |         |        
|Income from continuing operations                                                            |                |                         | 172,225 |         |   | 176,240 |        
|(Loss) income from discontinued operations                                                   |                |                         | (337    | )       |   | 1,458   |        
|Realized gains (losses) and unrealized losses on disposition of rental property, net         |                |                         | 2,759   |         |   | (11,864 | )      
|                                                                                             |                |                         |         |         |   |         |        
|Net income                                                                                   |                |                         | 174,647 |         |   | 165,834 |        
|Preferred unit distribution                                                                  |                |                         | (15,656 | )       |   | (15,644 | )      
|                                                                                             |                |                         |         |         |   |         |        
|Net income available to common unitholders                                                   |                | $                       | 158,991 |         | $ | 150,190 |        
|                                                                                             |                |                         |         |         |   |         |        

51

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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                              |  | $                           | (13,927 | )                     | (2.8  | )%                  | $ | 3,679        |  
|Escalations and recoveries from tenants |  |                             | 1,137   |                       | 2.0   |                     |   | 2,201        |  
|Parking and other                       |  |                             | 7,382   |                       | 71.4  |                     |   | 4,294        |  
|                                        |  |                             |         |                       |       |                     |   |              |  
|Total                                   |  | $                           | (5,408  | )                     | (1.0  | )%                  | $ | 10,174       |  
|                                        |  |                             |         |                       |       |                     |   |              |  
|Property expenses:                      |  |                             |         |                       |       |                     |   |              |  
|Real estate taxes                       |  | $                           | (1,135  | )                     | (1.8  | )%                  | $ | 1,949        |  
|Utilities                               |  |                             | (4,968  | )                     | (11.5 | )                   |   | (2,147       | )
|Operating services                      |  |                             | (288    | )                     | (0.4  | )                   |   | 3,771        |  
|                                        |  |                             |         |                       |       |                     |   |              |  
|Total                                   |  | $                           | (6,391  | )                     | (3.7  | )%                  | $ | 3,573        |  
|                                        |  |                             |         |                       |       |                     |   |              |  
|OTHER DATA:                             |  |                             |         |                       |       |                     |   |              |  
|Number of Consolidated Properties       |  |                             | 256     |                       |       |                     |   | 234          |  
|Square feet (in thousands)              |  |                             | 27,109  |                       |       |                     |   | 23,920       |  

Base rents for the Same-Store Properties increased $3.7 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 $2.2 million, or 3.9 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 $4.3 million, or 41.6 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 $1.9 million, or 3.2 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 $2.1 million, or
5.0 percent, for 2002 as compared to 2001, due primarily to decreased rates in 2002. Operating services for the Same-Store Properties increased $3.8 million, or
5.6 percent, due primarily to increased insurance costs in 2002.

General
and administrative decreased by $1.5 million, or 5.1 percent, for 2002 as compared to 2001. This decrease was due primarily to a decrease in bad debt expense of
approximately $2.9 million from 2001 to 2002, partially offset by an increase in state tax expense of $1.6 million in 2002.

Depreciation
and amortization increased by $16.5 million, or 18.1 percent, for 2002 over 2001. Of this increase, $11.4 million, or 12.5 percent, was
attributable to the Same-Store Properties (including catch-up depreciation and amortization of $7.3 million in connection with the Operating Partnership's change of plan
to sell 20 of its office properties and a land parcel located in Colorado and its 5 remaining properties located in Texas), and $7.2 million, or 7.9 percent, is due to the Acquired
Properties, partially offset by a decrease of $2.1 million, or 2.3 percent, due to the Dispositions.

Interest
expense decreased $4.2 million, or 3.7 percent, for 2002 as compared to 2001. This decrease was due primarily to lower interest rates on variable rate borrowings.

52

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Interest income increased $0.1 million, or 5.3 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.

Equity
in earnings of unconsolidated joint ventures increased $5.8 million, or 64.3 percent, for 2002 as compared to 2001. This increase was due primarily to properties
developed by joint ventures commencing initial operations in 2001 and 2002, higher occupancies at certain properties and net gain on sales of certain joint venture office properties, partially offset
by a net loss of $1.8 million from the initial operations of the Harborside South Pier hotel venture in 2002. See Note 4 to the Financial Statements.

Income
from continuing operations before equity in earnings of unconsolidated joint ventures decreased to $157.4 million in 2002 from $167.2 million in 2001. The decrease
of approximately $9.8 million was due to the factors discussed above.

Net
income available to common unitholders increased by $8.8 million, from $150.2 million in 2001 to $159.0 million in 2002. This increase was a result of realized
gains (losses) and unrealized losses on disposition of rental property, net, of $11.9 million in 2001, an increase in equity in earnings of unconsolidated joint ventures of $5.8 million,
and realized gains (losses) and unrealized losses and disposition of rental property of $2.8 million in 2002. This was partially offset by a decrease in 2002 in income from continuing
operations before equity in earnings of unconsolidated joint ventures of $9.8 million and a decrease in income from discontinued operations of $1.8 million.

Liquidity and Capital Resources

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

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

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

53

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

On
December 3, 2003, the Meadowlands Venture entered into a redevelopment agreement with the New Jersey Sports and Exposition Authority ("NJSEA") (the "Redevelopment Agreement")
for the redevelopment of the area surrounding the Continental Airlines Arena in East Rutherford, New Jersey and the construction of the Meadowlands Xanadu project. The Redevelopment Agreement provides
for a 75-year ground lease, which requires the joint venture to pay the NJSEA a $160 million development rights fee at the start of construction of the entertainment phase, when all
permits and approvals are obtained, and the payment of fixed rent over the term. Fixed rent will be in the amount of $1,000 per year for the first 15 years, increasing to $7.5 million
from the 16th to the 22nd year, then to $9.2 million in the 23rd year, with additional increases over the remainder of the term, as set forth in the
ground lease. The ground lease also allows for the potential for participation rent payments by the venture, as described in the ground lease agreement.

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

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

On
March 27, 2003, Hartz Mountain Industries, Inc. ("Hartz") filed a lawsuit in the Superior Court of New Jersey, Law Division, for Bergen County, seeking to enjoin the New
Jersey Sports &

54

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Exposition
Authority ("NJSEA") from entering into a contract with The Mills Corporation and the Operating Partnership for the redevelopment of the Continental Airlines Arena site. The case was
dismissed by the trial court but Hartz appealed. Hartz also appealed the NJSEA's final decision which denied Hartz's bid protest on October 23, 2003. Westfield America, Inc., has also
protested the NJSEA decision, and has appealed the NJSEA's denial of its protest. In January 2004, Hartz and Westfield also appealed the NJSEA's approval and execution of the final
Redevelopment Agreement. Four citizens, Elliot Braha, Richard DeLauro, George Perry and Carol Coronato, have also filed lawsuits challenging the NJSEA award to Mills and the Operating Partnership. All
of these cases are now pending unresolved in the Superior Court of New Jersey, Appellate Division. The Operating Partnership believes that its proposal fully complied with applicable laws and the
request for proposals, and plans to vigorously enforce its rights concerning this project. The Operating Partnership does not believe that the ultimate resolution of this matter will have a material
adverse effect on the Operating Partnership's financial condition taken as a whole.

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

As
of December 31, 2003, the Operating Partnership's total indebtedness of $1.6 billion (weighted average interest rate of 7.10 percent) was comprised of
$32.2 million of variable rate mortgage debt (weighted average rate of 1.84 percent) and fixed rate debt of approximately $1.6 billion (weighted average rate of
7.21 percent).

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

On
September 27, 2002, the Operating Partnership obtained an unsecured revolving credit facility with a current borrowing capacity of $600.0 million from a group of 15
lenders, as described in Note 10 to the Financial Statements. As of December 31, 2003, the Operating Partnership had no outstanding borrowings under its unsecured revolving credit
facility, which resulted primarily from a paydown on

55

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the
facility in September 2003 from proceeds received in the Operating Partnership's sale of its interest in the American Financial Exchange joint venture.

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

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

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

Interest Rate
Applicable Basis Points
Above LIBOR

Facility Fee
Basis 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
facility upon exercise. The Operating Partnership believes that the unsecured facility is sufficient to meet its revolving credit facility needs.

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

The
terms of the Operating Partnership's Senior Unsecured Notes, as defined in Note 9 to the Financial Statements (which totaled approximately $1.1 billion as of
December 31, 2003), include certain restrictions and covenants which require compliance with financial ratios relating to the

56

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maximum
amount of debt leverage, the maximum amount of secured indebtedness, the minimum amount of debt service coverage and the maximum amount of unsecured debt as a percent of unsecured assets.

As
of December 31, 2003, the Operating Partnership had 233 unencumbered properties, totaling 21.1 million square feet, representing 78.2 percent of the Operating
Partnership's total portfolio on a square footage basis.

The
debt of the Operating Partnership's unconsolidated joint ventures aggregating $129.7 million is non-recourse to the Operating Partnership except for customary
exceptions pertaining to such matters as intentional misuse of funds, environmental conditions and material misrepresentations. The Operating Partnership has posted an $8.0 million letter of
credit in support of the Harborside South Pier joint venture, $4.0 million of which is indemnified by Hyatt.

The
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 December 31, 2003, the Operating Partnership's total debt had a weighted average term to maturity of approximately 4.3 years.

On
February 9, 2004, the Operating Partnership issued $100 million face amount of 5.125 percent senior unsecured notes due February 15, 2014 with interest
payable semi-annually in arrears. The total proceeds from the issuance (net of selling commissions and discount) of approximately $98.5 million will be held until March 15,
2004, at which time the Operating Partnership intends to use the net proceeds from the sale, together with borrowings under its unsecured revolving credit facility and available cash, to repay
$300 million, 7.00 percent Senior Unsecured notes due on that date.

The
Operating Partnership does not intend to reserve funds to retire the remainder of the Operating Partnership's senior unsecured notes or its mortgages and loans payable upon maturity.
Instead, the Operating Partnership will seek to refinance such debt at maturity or retire such debt through the
issuance of additional equity or debt securities on or before the applicable maturity dates. If it cannot raise such proceeds, the Operating Partnership may draw on its revolving credit facility to
retire the maturing indebtedness, which would reduce the future availability of funds under such facility. As of December 31, 2003, the Operating Partnership had no outstanding borrowings under
its $600 million unsecured revolving credit facility. The Operating Partnership is reviewing various refinancing options, including the purchase of its senior unsecured notes in
privately-negotiated transactions, the issuance of additional, or exchange of current, unsecured debt, preferred stock, and/or obtaining additional mortgage debt, some or all of which may be completed
during 2004. The Operating Partnership anticipates that its available cash and cash equivalents and cash flows from operating activities, together with cash available from borrowings and other
sources, will be adequate to meet the Operating Partnership's capital and liquidity needs both in the short and long-term. However, if these sources of funds are insufficient or
unavailable, the Operating Partnership's ability to make the expected distributions discussed below may be adversely affected.

The
Corporation has an effective shelf registration statement with the SEC for an aggregate amount of $2.0 billion in equity securities of the Corporation. The Corporation and
Operating

57

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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 $1.3 billion of senior unsecured notes and the Corporation has issued $25 million of preferred stock.

On
September 13, 2000, the Board of Directors authorized an increase to the Corporation's repurchase program under which the Corporation was permitted to purchase up to an
additional $150.0 million of the Corporation's outstanding common stock ("Repurchase Program"). From that date through February 20, 2004, the Corporation purchased and retired, under the
Repurchase Program, 3.7 million shares of its outstanding common stock for an aggregate cost of approximately $104.5 million. Concurrent with these repurchases, the Corporation sold to
the Operating Partnership 3.7 million shares of its outstanding common units for an aggregate cost of approximately $104.5 million. The Corporation has a remaining authorization to
repurchase up to an additional $45.5 million of its outstanding common stock, which it may repurchase from time to time in open market transactions at prevailing prices or through privately
negotiated transactions.

The
Operating Partnership may not dispose of or distribute certain of its properties, currently comprising 140 properties with an aggregate net book value of approximately
$1.8 billion, which were originally contributed by members of either the Mack Group (which includes William L. Mack, Chairman of the Corporation's Board of Directors; David S. Mack, a director
of the Corporation, Earle I. Mack, a former director of the Corporation; and Mitchell E. Hersh, chief executive officer and director of the Corporation), the Robert Martin Group (which includes Robert
F. Weinberg, a former director of the Corporation; Martin S. Berger, a director of the Corporation; and Timothy M. Jones, president of the Corporation), or the Cali Group (which includes John J. Cali,
a former director of the Corporation and John R. Cali, a director of the Corporation) without the express written consent of a representative of the Mack Group, the Robert Martin Group or the Cali
Group, as applicable, except in a manner which does not result in recognition of any built-in-gain
(which may result in an income tax liability) or which reimburses the appropriate Mack Group, Robert Martin Group or Cali Group members for the tax consequences of the recognition of such
built-in-gains (collectively, the "Property Lock-Ups"). The aforementioned restrictions do not apply in the event that the Operating Partnership sells all of its
properties or in connection with a sale transaction which the Corporation's Board of Directors determines is reasonably necessary to satisfy a material monetary default on any unsecured debt, judgment
or liability of the Operating Partnership or to cure any material monetary default on any mortgage secured by a property. The Property Lock-Ups expire periodically through 2008. Upon the
expiration of the Property Lock-Ups, the Operating Partnership is required to use commercially reasonable efforts to prevent any sale, transfer or other disposition of the subject
properties from resulting in the recognition of built-in gain to the appropriate Mack Group, Robert Martin Group or Cali Group members.

To
maintain its qualification as a REIT, the Corporation must make annual distributions to its stockholders of at least 90 percent of its REIT taxable income, determined without
regard to the dividends paid deduction and by excluding net capital gains. Moreover, the Corporation intends to continue to make regular quarterly distributions to its common stockholders which, based
upon current policy, in the aggregate would equal approximately $151.4 million on an annualized basis. However, any such distribution, whether for federal income tax purposes or otherwise,
would only be paid out of available cash, including borrowings and other sources, after meeting operating requirements, preferred stock and unit dividends and distributions, and scheduled debt service
on the Operating Partnership's debt.

Off-Balance Sheet Arrangements

The Operating Partnership's off-balance sheet arrangements are discussed in Note 4: "Investments in Unconsolidated Joint Ventures" to the
Financial Statements. Additional information about the debt

58

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of
the Operating Partnership's unconsolidated joint ventures is included in "Liquidity and Capital Resources" herein.

Inflation

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

DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

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

59

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ITEM 7A.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

Approximately
$1.6 billion of the Operating Partnership's long-term debt bears interest at fixed rates and therefore the fair value of these instruments is affected by
changes in market interest rates. The following table presents principal cash flows (in thousands) based upon maturity dates of the debt obligations and the related weighted-average interest rates by
expected maturity dates for the fixed rate debt. The interest rate on the variable rate debt as of December 31, 2003 was LIBOR plus 65 basis points.

|December 31, 2003
Debt, including current portion |  | 2004 |         | 2005 |   | 2006    |  | 2007 |         | 2008 |   | Thereafter |  | Total  |  | Fair Value
|------------------------------------------------- |  | ---- | ------- | ---- | - | ------- |  | ---- | ------- | ---- | - | ---------- |  | ------ |  | ----------
|
|Fixed Rate                                        |  | $    | 316,051 |      | $ | 259,523 |  | $    | 144,595 |      | $ | 9,199      |  | $(173) |  | $         
|Average Interest Rate                             |  |      | 7.33%   |      |   | 7.13%   |  |      | 7.36%   |      |   | 6.96%      |  | 5.96%  |  |           
|Variable Rate                                     |  |      |         |      |   |         |  |      |         |      |   |            |  |        |  | $         

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

ITEM 8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The information required by Item 8 is contained in the Consolidated Financial Statements, together with the notes to the Consolidated Financial Statements and the
report of independent accountants.

ITEM 9.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND                    FINANCIAL
DISCLOSURE

None.

ITEM 9A.    CONTROLS AND PROCEDURES

Disclosure Controls and Procedures.The Operating Partnership's management, with the participation of the Corporation's chief
executive officer and chief financial officer, has evaluated the effectiveness of the Operating Partnership's disclosure controls and procedures (as such term is defined in
Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) as of the end of the period covered by this report. Based on
such evaluation, the Corporation's chief executive officer and chief financial officer have concluded that, as of the end of such period, the Operating Partnership's disclosure controls and procedures
are effective in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by the Operating Partnership in the reports that it files or submits under
the Exchange Act.

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

60

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PART III

ITEM 10.    DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The information required by Item 10 is incorporated by reference to the Corporation's definitive proxy statement for its annual meeting of shareholders expected
to be held on May 20, 2004.

ITEM 11.    EXECUTIVE COMPENSATION

The information required by Item 11 is incorporated by reference to the Corporation's definitive proxy statement for its annual meeting of shareholders expected
to be held on May 20, 2004.

ITEM 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
                     AND RELATED STOCKHOLDER MATTERS

The information required by Item 12 is incorporated by reference to the Corporation's definitive proxy statement for its annual meeting of shareholders expected
to be held on May 20, 2004.

ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The information required by Item 13 is incorporated by reference to the Corporation's definitive proxy statement for its annual meeting of shareholders expected
to be held on May 20, 2004.

ITEM 14.    PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required by Item 14 is incorporated by reference to the Corporation's definitive proxy statement for its annual meeting of shareholders expected
to be held on May 20, 2004.

PART IV

ITEM 15.    EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a)1.     Financial Statements and Report of PricewaterhouseCoopers LLP, Independent Auditors



(a)2.     Financial Statement Schedules



61

---





(a)3.     Exhibits



(b)         Reports on Form 8-K



62

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REPORT OF INDEPENDENT AUDITORS

To
the Partners of Mack-Cali Realty, L.P.:

In
our opinion, the consolidated financial statements listed in the index appearing under Item 15(a)(1) present fairly, in all material respects, the financial position of
Mack-Cali Realty, L.P. and its subsidiaries (the "Operating Partnership") at December 31, 2003 and 2002, and the results of their operations and their cash flows for each of the
three years in the period ended December 31, 2003, in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial
statement schedule listed in the index appearing under Item 15(a)(2) presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated
financial statements. These financial statements and the financial statement schedule are the responsibility of the Operating Partnership's management; our responsibility is to express an opinion on
these financial statements and financial statement schedule based on our audits. We conducted our audits of these statements in accordance with auditing standards generally accepted in the United
States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

|/s/PRICEWATERHOUSECOOPERS LLPPricewaterhouseCoopers LLP
New York, New York
February 24, 2004 |  | 
|-------------------------------------------------------------------------------------------- |  | 
|To the Partners of Mack-Cali Realty, L.P.:                                                   |  | 

63

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MACK-CALI REALTY, L.P. AND SUBSIDIARIES        CONSOLIDATED BALANCE SHEETS

|                                                                                 |                                   | December 31,                      |          
|-------------------------------------------------------------------------------- | --------------------------------- | --------------------------------- | ---------
|
|
|ASSETS                                                                           |                                   |                                   |          
|Rental property                                                                  |                                   |                                   |          
|                                                                                 | Land and leasehold interests      |                                   | $        
|                                                                                 | Buildings and improvements        |                                   |          
|                                                                                 | Tenant improvements               |                                   |          
|                                                                                 | Furniture, fixtures and equipment |                                   |          
|                                                                                 |                                   |                                   |          
|                                                                                 |                                   |                                   | 3,954,632
|Lessaccumulated depreciation and amortization                                   |                                   |                                   | (546,007 
|                                                                                 |                                   |                                   |          
|                                                                                 |                                   | Net investment in rental property |          
|Cash and cash equivalents                                                        |                                   |                                   | 78,375   
|Investments in unconsolidated joint ventures                                     |                                   |                                   | 48,624   
|Unbilled rents receivable, net                                                   |                                   |                                   | 74,608   
|Deferred charges and other assets, net                                           |                                   |                                   | 126,791  
|Restricted cash                                                                  |                                   |                                   | 8,089    
|Accounts receivable, net of allowance for doubtful accounts of $1,392 and $1,856 |                                   |                                   | 4,458    
|                                                                                 |                                   |                                   |          
|Total assets                                                                     |                                   | $                                 | 3,749,570
|                                                                                 |                                   |                                   |          
|LIABILITIES AND PARTNERS' CAPITAL                                                |                                   |                                   |          
|Senior unsecured notes                                                           |                                   | $                                 | 1,127,859
|Revolving credit facilities                                                      |                                   |                                   |         
|Mortgages and loans payable                                                      |                                   |                                   | 500,725  
|Distributions payable                                                            |                                   |                                   | 46,873   
|Accounts payable and accrued expenses                                            |                                   |                                   | 41,423   
|Rents received in advance and security deposits                                  |                                   |                                   | 40,099   
|Accrued interest payable                                                         |                                   |                                   | 23,004   
|                                                                                 |                                   |                                   |          
|                                                                                 |                                   | Total liabilities                 |          
|                                                                                 |                                   |                                   |          
|Commitments and contingencies                                                    |                                   |                                   |          
|Partners' capital:                                                               |                                   |                                   |          
|General Partner, 10,000 and 0 preferred units outstanding                        |                                   |                                   | 24,836   
|Limited partners, 215,018 and 215,894 preferred units outstanding                |                                   |                                   | 220,547  
|General Partner, 59,420,484 and 57,318,478 common units outstanding              |                                   |                                   | 1,516,652
|Limited partners, 7,795,498 and 7,813,806 common units outstanding               |                                   |                                   | 207,552  
|                                                                                 |                                   |                                   |          
|                                                                                 |                                   | Total partners' capital           |          
|                                                                                 |                                   |                                   |          
|Total liabilities and partners' capital                                          |                                   | $                                 | 3,749,570
|                                                                                 |                                   |                                   |          

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

64

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MACK-CALI REALTY, L.P. AND SUBSIDIARIES        CONSOLIDATED STATEMENTS OF OPERATIONS

|                                                                                             |                                                 | Year Ended December 31, |        
|-------------------------------------------------------------------------------------------- | ----------------------------------------------- | ----------------------- | -------
|
|
|REVENUES                                                                                     |                                                 |                         |        
|Base rents                                                                                   |                                                 | $                       | 505,985
|Escalations and recoveries from tenants                                                      |                                                 |                         | 61,418 
|Parking and other                                                                            |                                                 |                         | 18,843 
|                                                                                             |                                                 |                         |        
|                                                                                             |                                                 | Total revenues          |        
|                                                                                             |                                                 |                         |        
|EXPENSES                                                                                     |                                                 |                         |        
|Real estate taxes                                                                            |                                                 |                         | 64,718 
|Utilities                                                                                    |                                                 |                         | 41,788 
|Operating services                                                                           |                                                 |                         | 74,956 
|General and administrative                                                                   |                                                 |                         | 31,461 
|Depreciation and amortization                                                                |                                                 |                         | 119,157
|Interest expense                                                                             |                                                 |                         | 116,311
|Interest income                                                                              |                                                 |                         | (1,100 
|Loss on early retirement of debt, net                                                        |                                                 |                         | 2,372  
|                                                                                             |                                                 |                         |        
|                                                                                             |                                                 | Total expenses          |        
|                                                                                             |                                                 |                         |        
|Income from continuing operations before equity in earnings of unconsolidated joint ventures |                                                 |                         | 136,583
|Equity in earnings of unconsolidated joint ventures, net                                     |                                                 |                         | 13,480 
|Gain on sale of investment in unconsolidated joint ventures                                  |                                                 |                         | 23,952 
|                                                                                             |                                                 |                         |        
|Income from continuing operations                                                            |                                                 |                         | 174,015
|Discontinued operations:                                                                     |                                                 |                         |        
|                                                                                             | Income (loss) from discontinued operations      |                         |        
|                                                                                             | Realized gain on disposition of rental property |                         |        
|                                                                                             |                                                 |                         |        
|Total discontinued operations, net                                                           |                                                 |                         | 3,811  
|Realized gains (losses) and unrealized losses on disposition of rental property, net         |                                                 |                         |       
|                                                                                             |                                                 |                         |        
|Net income                                                                                   |                                                 |                         | 177,826
|                                                                                             | Preferred unit distributions                    |                         |        
|                                                                                             |                                                 |                         |        
|Net income available to common unitholders                                                   |                                                 | $                       | 160,486
|                                                                                             |                                                 |                         |        
|Basic earnings per common unit:                                                              |                                                 |                         |        
|Income from continuing operations                                                            |                                                 | $                       | 2.39   
|Discontinued operations                                                                      |                                                 |                         | 0.06   
|                                                                                             |                                                 |                         |        
|Net income available to common unitholders                                                   |                                                 | $                       | 2.45   
|                                                                                             |                                                 |                         |        
|Diluted earnings per common unit:                                                            |                                                 |                         |        
|Income from continuing operations                                                            |                                                 | $                       | 2.37   
|Discontinued operations                                                                      |                                                 |                         | 0.06   
|                                                                                             |                                                 |                         |        
|Net income available to common unitholders                                                   |                                                 | $                       | 2.43   
|                                                                                             |                                                 |                         |        
|Distributions declared per common unit                                                       |                                                 | $                       | 2.52   
|                                                                                             |                                                 |                         |        
|Basic weighted average units outstanding                                                     |                                                 |                         | 65,526 
|                                                                                             |                                                 |                         |        
|Diluted weighted average units outstanding                                                   |                                                 |                         | 65,990 
|                                                                                             |                                                 |                         |        

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

65

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MACK-CALI REALTY, L.P. AND SUBSIDIARIES  CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

|                             |                                                                       | General
Partner
Preferred
Units |    | Limited
Partners
Preferred
Units |    | General
Partner
Common
Units |        | Limited
Partners
Common
Units |      | General
Partner
Preferred
Unitholders |        | Limited
Partners
Preferred
Unitholders |   | General
Partner
Common
Unitholders |         | Limited
Partners
Common
Unitholders |           | Unit
Warrants |   | Total   |        
|---------------------------- | --------------------------------------------------------------------- | ------------------------------- | -- | -------------------------------- | -- | ---------------------------- | ------ | ----------------------------- | ---- | ------------------------------------- | ------ | -------------------------------------- | - | ---------------------------------- | ------- | ----------------------------------- | --------- | ------------- | - | ------- | -------
|
|Balance at January 1, 2001   |                                                                       |                                |    | 220                              |    | 56,981                       |        | 7,964                         |      | $                                     |       |                                        | $ | 226,005                            |         | $                                   | 1,453,290 |               | $ | 212,994 |        
|                             | Net income                                                            |                                 |   |                                  |   |                              |       |                               |     |                                       |        |                                       |   |                                    | 15,644  |                                     |           | 131,659       |   |         | 18,531 
|                             | Distributions                                                         |                                 |   |                                  |   |                              |       |                               |     |                                       |        |                                       |   |                                    | (15,644 | )                                   |           | (139,416      | ) |         | (19,571
|                             | Redemption of limited partner common units for shares of common stock |                                 |   |                                  |   |                              | 9      |                               | (9   | )                                     |        |                                       |   |                                    |        |                                     |           | 239           |   |         | (239   
|                             | Contributionsproceeds from stock options exercised                   |                                 |   |                                  |   |                              | 904    |                               |     |                                       |        |                                       |   |                                    |        |                                     |           | 20,675        |   |         |       
|                             | Deferred compensation plan for directors                              |                                 |   |                                  |   |                              |       |                               |     |                                       |        |                                       |   |                                    |        |                                     |           | 156           |   |         |       
|                             | Issuance of Restricted Stock Awards                                   |                                 |   |                                  |   |                              | 95     |                               |     |                                       |        |                                       |   |                                    |        |                                     |           | 41            |   |         |       
|                             | Amortization of stock compensation                                    |                                 |   |                                  |   |                              |       |                               |     |                                       |        |                                       |   |                                    |        |                                     |           | 1,356         |   |         |       
|                             | Cancellation of Restricted Stock Awards                               |                                 |   |                                  |   |                              | (7     | )                             |     |                                       |        |                                       |   |                                    |        |                                     |           |              |   |         |       
|                             | Repurchase of general partner common units                            |                                 |   |                                  |   |                              | (1,270 | )                             |     |                                       |        |                                       |   |                                    |        |                                     |           | (35,412       | ) |         |       
|                             |                                                                       |                                 |    |                                  |    |                              |        |                               |      |                                       |        |                                        |   |                                    |         |                                     |           |               |   |         |        
|Balance at December 31, 2001 |                                                                       |                                |    | 220                              |    | 56,712                       |        | 7,955                         |      | $                                     |       |                                        | $ | 226,005                            |         | $                                   | 1,432,588 |               | $ | 211,715 |        
|                             | Net income                                                            |                                 |   |                                  |   |                              |       |                               |     |                                       |        |                                       |   |                                    | 15,656  |                                     |           | 139,722       |   |         | 19,269 
|                             | Distributions                                                         |                                 |   |                                  |   |                              |       |                               |     |                                       |        |                                        |   |                                    | (15,656 | )                                   |           | (143,782      | ) |         | (19,648
|                             | Redemption of preferred units for common units                        |                                 |   |                                  | (4 | )                            |       |                               | 128  |                                       |        |                                       |   |                                    | (4,560  | )                                   |           |              |   |         | 4,560  
|                             | Redemption of limited partner common units for shares of common stock |                                 |   |                                  |   |                              | 269    |                               | (269 | )                                     |        |                                       |   |                                    |        |                                     |           | 8,299         |   |         | (8,299 
|                             | Redemption of limited partner units for cash                          |                                 |   |                                  |   |                              |       |                               | (1   | )                                     |        |                                       |   |                                    |        |                                     |           |              |   |         | (29    
|                             | Expiration of Unit Warrants                                           |                                 |   |                                  |   |                              |       |                               |     |                                       |        |                                       |   |                                    |        |                                     |           | 7,501         |   |         | 1,023  
|                             | Contributionsproceeds from stock options exercised                   |                                 |   |                                  |   |                              | 646    |                               |     |                                       |        |                                       |   |                                    |        |                                     |           | 17,007        |   |         |       
|                             | Contributionsproceeds from Stock Warrants exercised                  |                                 |   |                                  |   |                              | 107    |                               |     |                                       |        |                                       |   |                                    |        |                                     |           | 3,547         |   |         |       
|                             | Deferred compensation plan for directors                              |                                 |   |                                  |   |                              |       |                               |     |                                       |        |                                       |   |                                    |        |                                     |           | 170           |   |         |       
|                             | Amortization of stock compensation                                    |                                 |   |                                  |   |                              |       |                               |     |                                       |        |                                       |   |                                    |        |                                     |           | 1,699         |   |         |       
|                             | Repurchase of general partner common units                            |                                 |   |                                  |   |                              | (416   | )                             |     |                                       |        |                                       |   |                                    |        |                                     |           | (12,557       | ) |         |       
|                             |                                                                       |                                 |    |                                  |    |                              |        |                               |      |                                       |        |                                        |   |                                    |         |                                     |           |               |   |         |        
|Balance at December 31, 2002 |                                                                       |                                |    | 216                              |    | 57,318                       |        | 7,813                         |      | $                                     |       |                                        | $ | 221,445                            |         | $                                   | 1,454,194 |               | $ | 208,591 |        
|                             | Net income                                                            |                                 |   |                                  |   |                              |       |                               |     |                                       |        | 1,672                                  |   |                                    | 15,668  |                                     |           | 141,381       |   |         | 19,105 
|                             | Distributions                                                         |                                 |   |                                  |   |                              |       |                               |     |                                       |        | (1,672                                 | ) |                                    | (15,668 | )                                   |           | (147,136      | ) |         | (19,657
|                             | Issuance of preferred units                                           |                                 | 10 |                                  |   |                              |       |                               |     |                                       |        | 24,836                                 |   |                                    |        |                                     |           |              |   |         |       
|                             | Redemption of preferred units for common units                        |                                 |   |                                  | (1 | )                            |       |                               | 25   |                                       |        |                                       |   |                                    | (898    | )                                   |           |              |   |         | 898    
|                             | Redemption of limited partner common units for shares of common stock |                                 |   |                                  |   |                              | 44     |                               | (44  | )                                     |        |                                       |   |                                    |        |                                     |           | 1,385         |   |         | (1,385 
|                             | Units issued under Dividend Reinvestment & Stock Repurchase Plan      |                                 |   |                                  |   |                              | 4      |                               |     |                                       |        |                                       |   |                                    |        |                                     |           | 148           |   |         |       
|                             | Contributionsproceeds from stock options exercised                   |                                 |   |                                  |   |                              | 1,421  |                               |     |                                       |        |                                       |   |                                    |        |                                     |           | 47,196        |   |         |       
|                             | Contributionsproceeds from Stock Warrants exercised                  |                                 |   |                                  |   |                              | 443    |                               |     |                                       |        |                                       |   |                                    |        |                                     |           | 16,581        |   |         |       
|                             | Stock options expense                                                 |                                 |   |                                  |   |                              |       |                               |     |                                       |        |                                       |   |                                    |        |                                     |           | 189           |   |         |       
|                             | Deferred compensation plan for directors                              |                                 |   |                                  |   |                              |       |                               |     |                                       |        |                                       |   |                                    |        |                                     |           | 227           |   |         |       
|                             | Issuance of Restricted Stock Awards                                   |                                 |   |                                  |   |                              | 225    |                               |     |                                       |        |                                       |   |                                    |        |                                     |           | 1,586         |   |         |       
|                             | Amortization of stock compensation                                    |                                 |   |                                  |   |                              |       |                               |     |                                       |        |                                       |   |                                    |        |                                     |           | 1,931         |   |         |       
|                             | Repurchase of general partner common units                            |                                 |   |                                  |   |                              | (35    | )                             |     |                                       |        |                                       |   |                                    |        |                                     |           | (1,030        | ) |         |       
|                             |                                                                       |                                 |    |                                  |    |                              |        |                               |      |                                       |        |                                        |   |                                    |         |                                     |           |               |   |         |        
|Balance at December 31, 2003 |                                                                       | 10                              |    | 215                              |    | 59,420                       |        | 7,794                         |      | $                                     | 24,836 |                                        | $ | 220,547                            |         | $                                   | 1,516,652 |               | $ | 207,552 |        
|                             |                                                                       |                                 |    |                                  |    |                              |        |                               |      |                                       |        |                                        |   |                                    |         |                                     |           |               |   |         |        

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

66

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MACK-CALI REALTY, L.P. AND SUBSIDIARIES        CONSOLIDATED STATEMENTS OF CASH FLOWS

|                                                                                  |                                                                                      | Year Ended December 31,                             |         
|--------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------ | --------------------------------------------------- | --------
|
|
|CASH FLOWS FROM OPERATING ACTIVITIES                                              |                                                                                      |                                                     |         
|Net income                                                                        |                                                                                      | $                                                   | 177,827 
|Adjustments to reconcile net income to net cash provided by operating activities: |                                                                                      |                                                     |         
|                                                                                  | Depreciation and amortization                                                        |                                                     |         
|                                                                                  | Depreciation and amortization on discontinued operations                             |                                                     |         
|                                                                                  | Stock options expense                                                                |                                                     |         
|                                                                                  | Amortization of stock compensation                                                   |                                                     |         
|                                                                                  | Amortization of deferred financing costs and debt discount                           |                                                     |         
|                                                                                  | Write-off of unamortized interest rate contract                                      |                                                     |         
|                                                                                  | Discount on early retirement of debt                                                 |                                                     |         
|                                                                                  | Equity in earnings of unconsolidated joint ventures, net                             |                                                     |         
|                                                                                  | Gain on sale of investment in unconsolidated joint venture                           |                                                     |         
|                                                                                  | Realized (gains) losses and unrealized losses on disposition of rental property, net |                                                     |         
|Changes in operating assets and liabilities:                                      |                                                                                      |                                                     |         
|                                                                                  | Increase in unbilled rents receivable, net                                           |                                                     |         
|                                                                                  | Increase in deferred charges and other assets, net                                   |                                                     |         
|                                                                                  | Decrease (increase) in accounts receivable, net                                      |                                                     |         
|                                                                                  | (Decrease) increase in accounts payable and accrued expenses                         |                                                     |         
|                                                                                  | Increase in rents received in advance and security deposits                          |                                                     |         
|                                                                                  | (Decrease) increase in accrued interest payable                                      |                                                     |         
|                                                                                  |                                                                                      |                                                     |         
|Net cash provided by operating activities                                         |                                                                                      | $                                                   | 220,777 
|                                                                                  |                                                                                      |                                                     |         
|CASH FLOWS FROM INVESTING ACTIVITIES                                              |                                                                                      |                                                     |         
|Additions to rental property                                                      |                                                                                      | $                                                   | (113,926
|Repayment of mortgage note receivable                                             |                                                                                      |                                                     | 3,542   
|Investments in unconsolidated joint ventures                                      |                                                                                      |                                                     | (13,472 
|Distributions from unconsolidated joint ventures                                  |                                                                                      |                                                     | 14,624  
|Proceeds from sale of investment in unconsolidated joint ventures                 |                                                                                      |                                                     | 164,867 
|Proceeds from sales of rental property                                            |                                                                                      |                                                     | 18,690  
|(Increase) decrease in restricted cash                                            |                                                                                      |                                                     | (312    
|                                                                                  |                                                                                      |                                                     |         
|                                                                                  |                                                                                      | Net cash provided by (used in) investing activities |         
|                                                                                  |                                                                                      |                                                     |         
|CASH FLOWS FROM FINANCING ACTIVITIES                                              |                                                                                      |                                                     |         
|Proceeds from senior unsecured notes                                              |                                                                                      | $                                                   | 124,714 
|Proceeds from revolving credit facilities                                         |                                                                                      |                                                     | 297,852 
|Repayments of revolving credit facilities                                         |                                                                                      |                                                     | (370,852
|Repayment of senior unsecured notes                                               |                                                                                      |                                                     | (95,284 
|Proceeds from mortgages and loans payable                                         |                                                                                      |                                                     |        
|Repayments of mortgages and loans payable                                         |                                                                                      |                                                     | (78,687 
|Net proceeds from preferred unit issuance                                         |                                                                                      |                                                     | 24,836  
|Repurchase of common stock                                                        |                                                                                      |                                                     | (1,030  
|Payment of financing costs                                                        |                                                                                      |                                                     | (577    
|Proceeds from stock options exercised                                             |                                                                                      |                                                     | 47,196  
|Proceeds from stock warrants exercised                                            |                                                                                      |                                                     | 16,581  
|Payment of distributions                                                          |                                                                                      |                                                     | (182,331
|                                                                                  |                                                                                      |                                                     |         
|                                                                                  | Net cash used in financing activities                                                |                                                     | $       
|                                                                                  |                                                                                      |                                                     |         
|Net increase (decrease) in cash and cash equivalents                              |                                                                                      | $                                                   | 77,208  
|Cash and cash equivalents, beginning of period                                    |                                                                                      | $                                                   | 1,167   
|                                                                                  |                                                                                      |                                                     |         
|Cash and cash equivalents, end of period                                          |                                                                                      | $                                                   | 78,375  
|                                                                                  |                                                                                      |                                                     |         

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

67

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

1.     ORGANIZATION AND BASIS OF PRESENTATION

ORGANIZATION

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

The
General Partner is a fully integrated, self-administered, self-managed real estate investment trust ("REIT"). The General Partner controls the Operating
Partnership as its sole general partner, and owned an 88.4 percent and 88.0 percent common unit interest in the Operating Partnership as of December 31, 2003 and
December 31, 2002, respectively.

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

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

BASIS OF PRESENTATION

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

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

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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
$84,105 and $168,700 (including land of $49,045 and $50,481) as of December 31, 2003 and 2002, respectively. Ordinary repairs and maintenance are expensed as incurred; major replacements and
betterments, which improve or extend the life of the asset, are capitalized and depreciated over their estimated useful lives. Fully-depreciated assets are removed from the accounts.

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

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


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

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

69

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base
rental revenue over the remaining initial terms plus the terms of any below-market fixed rate renewal options of the respective leases.

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

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

Rental Property Held for Sale and Discontinued Operations

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

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

Effective
January 1, 2002, the Operating Partnership adopted the provisions of Statement of Financial Accounting Standards ("FASB") No. 144, Accounting for the Impairment
or Disposal of Long-Lived Assets, which supercedes FASB No. 121. FASB No. 144 requires that long-lived assets that are to be disposed of by sale be measured at
the lower of book value or fair value less cost to sell. FASB No. 144 retains the requirements of FASB No. 121 regarding impairment loss recognition and

70

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measurement.
In addition, it requires that one accounting model be used for long-lived assets to be disposed of by sale and broadens the presentation of discontinued operations to include
more disposal transactions. As the statement requires implementation on a prospective basis, properties which were identified as held for sale by the Operating Partnership prior to January 1,
2002 are presented in the accompanying financial statements in a manner consistent with the presentation prior to January 1, 2002. Properties identified as held for sale and/or sold from
January 1, 2002 forward are presented in discontinued operations for all periods presented. See Note 7.

Investments in Unconsolidated Joint Ventures, Net

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

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

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 $4,713, $4,739 and $4,638 for the years ended December 31, 2003, 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 $3,783, $4,083 and $4,013 for the years ended
December 31, 2003, 2002 and 2001, respectively.

Derivative Instruments

The Operating Partnership measures derivative instruments, including certain derivative instruments embedded in other contracts, at fair value and records them as
an asset or liability, depending on the Operating Partnership's rights or obligations under the applicable derivative contract. For derivatives designated as fair value hedges, the changes in the fair
value of both the derivative instrument and the hedged item are recorded in earnings. For derivatives designated as cash flow hedges, the effective portions of the derivative are reported in other
comprehensive income ("OCI") and are subsequently reclassified into earnings when the hedged item affects earnings. Changes in fair

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value
of derivative instruments not designated as hedging and ineffective portions of hedges are recognized in earnings in the affected period. See Note 11Interest Rate Contract.

Revenue Recognition

Base rental revenue is recognized on a straight-line basis over the terms of the respective leases. Unbilled rents receivable represents the amount by
which straight-line rental revenue exceeds rents currently billed in accordance with the lease agreements. Above-market and below-market lease values for acquired properties are recorded
based on the present value (using a discount rate which reflects the risks associated with the leases acquired) of the difference between (i) the contractual amounts to be paid pursuant to each
in-place lease and (ii) management's estimate of fair market lease rates for each corresponding in-place lease, measured over a period equal to the remaining term of the
lease for above-market leases and the initial term plus the term of any below-market fixed rate renewal options for below-market leases. The capitalized above-market lease values for acquired
properties are amortized as a reduction of base rental revenue over the remaining term of the respective leases, and the capitalized below-market lease values are amortized as an increase to base
rental revenue over the remaining initial terms plus the terms of any below-market fixed rate renewal options of the respective leases. Parking and other revenue includes income from parking spaces
leased to tenants, income from tenants for additional services provided by the Operating Partnership, income from tenants for early lease terminations and income from managing and/or leasing
properties for third parties. Escalations and recoveries are received from tenants for certain costs as provided in the lease agreements. These costs generally include real estate taxes, utilities,
insurance, common area maintenance and other recoverable costs. See Note 16.

Allowance for Doubtful Accounts

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

Income and Other Taxes

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

As
of December 31, 2003, the net basis of the rental property for Federal income tax purposes was lower than the net assets as reported in the Operating Partnership's financial
statements by approximately $883,186. The Operating Partnership's taxable income for the years ended December 31,
2003, 2002 and 2001 was approximately $182,178, $184,783 and $179,067, respectively. The differences between book income and taxable income primarily result from differences in depreciation expense,
the recording of rental income, differences in the deductibility of certain expenses for tax purposes, differences in revenue recognition and the rules for tax purposes of a property exchange

Earnings Per Unit

The Operating Partnership presents both basic and diluted earnings per share ("EPS"). Basic EPS excludes dilution and is computed by dividing net income available
to common shareholders by the weighted average number of shares outstanding for the period. Diluted EPS reflects the potential

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dilution
that could occur if securities or other contracts to issue common stock were exercised or converted into common stock, where such exercise or conversion would result in a lower EPS amount.

Distributions Payable

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

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

Costs Incurred for Preferred Stock Issuances

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

Stock Options

With respect to the Corporation's stock options which were granted prior to 2002, the Operating Partnership accounted for stock-based compensation using the
intrinsic value method prescribed in Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees," and related Interpretations ("APB No. 25"). Under APB
No. 25, compensation cost is measured as the excess, if any, of the quoted market price of the Corporation's stock at the date of grant over the exercise price of the option granted.
Compensation cost for stock options, if any, is recognized ratably over the vesting period. The Corporation's policy is to grant options with an exercise price equal to the quoted closing market price
of the Corporation's stock on the business day preceding the grant date. Accordingly, no compensation cost has been recognized under the Corporation's stock option plans for the granting of stock
options made prior to 2002. In 2002, the Operating Partnership adopted the provisions of FASB No. 123, which requires, on a prospective basis, that the value of stock options at the grant date
be amortized ratably into expense over the appropriate vesting period. The Corporation did not grant any stock options in 2002. For the year ended December 31, 2003, the Operating Partnership
recorded stock options expense of $189 for stock options granted in 2003. FASB No. 148, Accounting for Stock-Based CompensationTransition and Disclosure, was issued in
December 2002 and amends FASB No. 123, Accounting for Stock Based Compensation. FASB No. 148 provides alternative methods of transition for a voluntary change to the fair value
based method of accounting for stock based compensation. In addition, this Statement amends the disclosure requirements of FASB No. 123 to require prominent disclosures in both annual and
interim financial statements about the method of accounting for stock-based employee compensation and the effect of the method used on reported results. FASB No. 148 disclosure requirements are
presented as follows:

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

|                                                                                                                |                       | Year Ended December 31, |        
|--------------------------------------------------------------------------------------------------------------- | --------------------- | ----------------------- | -------
|
|
|Net income, as reported                                                                                         |                       | $                       | 177,826
|Add: Stock-based employee compensation expense included in reported net income                                  |                       |                         | 3,435  
|Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards |                       |                         | (4,860 
|                                                                                                                |                       |                         |        
|Pro forma net income                                                                                            |                       |                         | 176,401
|Deduct: Preferred unit distributions                                                                            |                       |                         | (17,340
|                                                                                                                |                       |                         |        
|Pro forma net income available to common unitholders  basic                                                    |                       | $                       | 159,061
|                                                                                                                |                       |                         |        
|Earnings Per Unit:                                                                                              |                       |                         |        
|                                                                                                                | Basic  as reported   |                         | $      
|                                                                                                                | Basic  pro forma     |                         | $      
|                                                                                                                | Diluted  as reported |                         | $      
|                                                                                                                | Diluted  pro forma   |                         | $      
|                                                                                                                |                       |                         |        

Reclassifications

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

3.     REAL ESTATE PROPERTY TRANSACTIONS

2003 TRANSACTIONS

Property Acquisitions

The Operating Partnership acquired the following operating properties during the year ended December 31, 2003:

|Acquisition
Date                    |  | Property/Address  |  | Location                         |  | # of
Bldgs. |        | Rentable
Square Feet |        | Investment by
Operating
Partnership (a)
|----------------------------------- |  | ----------------- |  | -------------------------------- |  | ----------- | ------ | -------------------- | ------ | ---------------------------------------
|Office:                             |  |                   |  |                                  |  |             |        |                      |        |                                        
|09/12/03                            |  | 4 Sentry Parkway  |  | Blue Bell, Montgomery County, PA |  | 1           |        | 63,930               |        | $                                      
|                                    |  |                   |  |                                  |  |             |        |                      |        |                                        
|09/23/03                            |  | 14 Commerce Drive |  | Cranford, Union County, NJ       |  | 1           |        | 67,189               |        |                                        
|                                    |  |                   |  |                                  |  |             |        |                      |        |                                        
|Total Office Property Acquisitions: |  | 2                 |  | 131,119                          |  |             | 18,819
|                                    |  |                   |  |                                  |  |             |        |                      |        |                                        
|Office/Flex:                        |  |                   |  |                                  |  |             |       
|08/19/03                            |  | 3 Odell Plaza     |  | Yonkers, Westchester County, NY  |  | 1           |        | 71,065               |        |                                        
|                                    |  |                   |  |                                  |  |             |        |                      |        |                                        
|Total Property Acquisitions:        |  |                   |  | 3                                |  | 202,184     |        | $                    | 24,919
|                                    |  |                   |  |                                  |  |             |        |                      |        |                                        

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Sales

The Operating Partnership sold the following properties during the year ended December 31, 2003:

|Sale
Date                    |  | Property/Address      |  | Location                             |  | #
of
Bldgs. |  | Rentable
Square Feet |        | Net Sales
Proceeds |        | Net Book
Value |   | Realized
Gain/(Loss)
|---------------------------- |  | --------------------- |  | ------------------------------------ |  | ----------- |  | -------------------- | ------ | ------------------ | ------ | -------------- | - | --------------------
|Office:                      |  |                       |  |                                      |  |             |  |                      |        |                    |        |                |   |                     
|03/28/03                     |  | 1770 St. James Place  |  | Houston, Harris County, TX           |  | 1           |  | 103,689              |        | $                  | 5,469  |                | $ | 4,145               
|10/31/03                     |  | 111 Soledad           |  | San Antonio, Bexar County, TX        |  | 1           |  | 248,153              |        |                    | 10,782 |                |   | 10,538              
|                             |  |                       |  |                                      |  |             |  |                      |        |                    |        |                |   |                     
|Total Office Property Sales: |  |                       |  | 2                                    |  | 351,842     |  | $                    | 16,251 |                    | $      | 14,683         |   | $                   
|                             |  |                       |  |                                      |  |             |  |                      |        |                    |        |                |   |                     
|Land:                        |  |                       |  |                                      |  |             |  |                      |        |                    |        |                |   |                     
|11/19/03                     |  | Home Depot land lease |  | Hamilton Township, Mercer County, NJ |  | 1           |  | 27.7 acres           |        |                    | 2,471  |                |   | 498                 
|                             |  |                       |  |                                      |  |             |  |                      |        |                    |        |                |   |                     
|Total Sales:                 |  |                       |  | 3                                    |  | 351,842     |  | $                    | 18,722 |                    | $      | 15,181         |   | $                   
|                             |  |                       |  |                                      |  |             |  |                      |        |                    |        |                |   |                     

2002 TRANSACTIONS

Property Acquisitions

The Operating Partnership acquired the following operating properties during the year ended December 31, 2002:

|Acquisition
Date                    |  | Property/Address           |  | Location                               |  | # of
Bldgs. |  | Rentable
Square Feet |         | Investment by
Operating
Partnership (a)
|----------------------------------- |  | -------------------------- |  | -------------------------------------- |  | ----------- |  | -------------------- | ------- | ---------------------------------------
|Office:                             |  |                            |  |                                        |  |             |  |                      |         |                                        
|08/09/02                            |  | 25 Commerce Drive          |  | Cranford, Union County, NJ             |  | 1           |  | 67,749               |         | $                                      
|08/09/02                            |  | 3 Skyline Drive (b)        |  | Hawthorne, Westchester County, NY      |  | 1           |  | 75,668               |         |                                        
|11/01/02                            |  | 1633 Littleton Road (c)    |  | Parsippany, Morris County, NJ          |  | 1           |  | 57,722               |         |                                        
|11/05/02                            |  | 1266 East Main Street      |  | Stamford, Fairfield County, CT         |  | 1           |  | 179,260              |         |                                        
|12/11/02                            |  | 2200 Renaissance Boulevard |  | King of Prussia, Montgomery County, PA |  | 1           |  | 174,124              |         |                                        
|12/31/02                            |  | 16 & 18 Sentry Park West   |  | Blue Bell, Montgomery County, PA       |  | 2           |  | 188,103              |         |                                        
|                                    |  |                            |  |                                        |  |             |  |                      |         |                                        
|Total Office Property Acquisitions: |  |                            |  | 7                                      |  | 742,626     |  | $                    | 123,470
|                                    |  |                            |  |                                        |  |             |  |                      |         |                                        

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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, Martin S. Berger and Robert F. Weinberg, 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. See Note 18 for further discussion of related party
transactions.

Properties Commencing Initial Operations

The following properties commenced initial operations during the year ended December 31, 2002:

|Date                                            |  | Property/Address    |  | Location                             |  | # of
Bldgs. |  | Rentable
Square Feet |         | Investment by
Operating
Partnership (a) |        
|----------------------------------------------- |  | ------------------- |  | ------------------------------------ |  | ----------- |  | -------------------- | ------- | --------------------------------------- | -------
|Office:                                         |  |                     |  |                                      |  |             |  |                      |         |                                         |        
|09/03/02                                        |  | Harborside Plaza 5  |  | Jersey City, Hudson County, NJ       |  | 1           |  | 977,225              |         | $                                       | 196,610
|11/18/02                                        |  | 600 Horizon Drive   |  | Hamilton Township, Mercer County, NJ |  | 1           |  | 95,000               |         |                                         | 7,549  
|                                                |  |                     |  |                                      |  |             |  |                      |         |                                         |        
|Total Office Properties Commencing Operations:  |  |                     |  | 2                                    |  | 1,072,225   |  | $                    | 204,159 |                                        
|                                                |  |                     |  |                                      |  |             |  |                      |         |                                         |        
|Office/Flex:                                    |  |                     |  |                                      |  |             |  |                      |         |                                         |        
|04/01/02                                        |  | 125 Clearbrook Road |  | Elmsford, Westchester County, NY     |  | 1           |  | 33,000               |         |                                         | 4,985  
|                                                |  |                     |  |                                      |  |             |  |                      |         |                                         |        
|Total Properties Commencing Initial Operations: |  |                     |  | 3                                    |  | 1,105,225   |  | $                    | 209,144 |                                        
|                                                |  |                     |  |                                      |  |             |  |                      |         |                                         |        

---

Sales

The Operating Partnership sold the following properties during the year ended December 31, 2002:

|Sale
Date                    |  | Property/Address           |  | Location                             |  | # of
Bldg
s. |  | Rentable
Square Feet |         | 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               |      
|10/16/02                     |  | Arizona Portfolio (c)      |  | Maricopa County, AZ                  |  | 3            |  | 416,967              |         |                    | 42,764 |                |   | 42,719               |      
|                             |  |                            |  |                                      |  |              |  |                      |         |                    |        |                |   |                      |      
|Total Office Property Sales: |  |                            |  | 12                                   |  | 1,724,532    |  | $                    | 144,907 |                    | $      | 145,622        |   | $                    | (715 
|                             |  |                            |  |                                      |  |              |  |                      |         |                    |        |                |   |                      |      
|Residential:                 |  |                            |  |                                      |  |              |  |                      |         |                    |        |                |   |                     
|01/30/02                     |  | 25 Martine Avenue          |  | White Plains, Westchester County, NY |  | 1            |  | 124 units            |         |                    | 17,559 |                |   | 10,461               |      
|Other:                       |  |                            |  |                                      |  |              |  |                      |         |                    |        |                |   |                      |      
|04/25/02                     |  | Horizon Center Land        |  | Hamilton Township, Mercer County, NJ |  |             |  | 0.756 acres          |         |                    | 758    |                |   | 41                   |      
|                             |  |                            |  |                                      |  |              |  |                      |         |                    |        |                |   |                      |      
|Total Sales:                 |  |                            |  | 13                                   |  | 1,724,532    |  | $                    | 163,224 |                    | $      | 156,124        |   | $                    | 7,100
|                             |  |                            |  |                                      |  |              |  |                      |         |                    |        |                |   |                      |      

---

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4.     INVESTMENTS IN UNCONSOLIDATED JOINT VENTURES

The debt of the Operating Partnership's unconsolidated joint ventures aggregating $129,674 as of December 31, 2003 is non-recourse to the
Operating Partnership, except for customary exceptions pertaining to such matters as intentional misuse of funds, environmental conditions and material misrepresentations, and except as otherwise
indicated below.

MEADOWLANDS XANADU

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

On
December 3, 2003, the Meadowlands Venture entered into a redevelopment agreement with the New Jersey Sports and Exposition Authority ("NJSEA") (the "Redevelopment Agreement")
for the redevelopment of the area surrounding the Continental Airlines Arena in East Rutherford, New Jersey and the construction of the Meadowlands Xanadu project. The Redevelopment Agreement provides
for a 75-year ground lease, which requires the joint venture to pay the NJSEA a $160,000 development rights fee at the start of construction of the entertainment phase, when all permits
and approvals are obtained, and the payment of fixed rent over the term. Fixed rent will be in the amount of $1 per year for the first 15 years, increasing to $7,500 from the 16th
to the 22ndyear, then to $9,200 in the 23rd year, with additional increases over the remainder of the term, as set forth in the ground lease. The ground lease
also allows for the potential for participation rent payments by the venture, as described in the ground lease agreement.

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

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

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Meadowlands
Venture to sell such components to a third party, subject to a sales price limitation of 95 percent of the value that would have been the amount necessary to form such component
ventures.

On
March 27, 2003, Hartz Mountain Industries, Inc. ("Hartz") filed a lawsuit in the Superior Court of New Jersey, Law Division, for Bergen County, seeking to enjoin the
NJSEA from entering into a contract with The Mills Corporation and the Operating Partnership for the redevelopment of the Continental Airlines Arena site. The case was dismissed by the trial court but
Hartz appealed. Hartz also appealed the NJSEA's final decision which denied Hartz's bid protest on October 23, 2003. Westfield America, Inc., has also protested the NJSEA decision, and
has appealed the NJSEA's denial of its protest. In January 2004, Hartz and Westfield also appealed the NJSEA's approval and execution of the final Redevelopment Agreement. Four citizens, Elliot
Braha, Richard DeLauro, George Perry and Carol Coronato, have also filed lawsuits challenging the NJSEA award to Mills and the Operating Partnership. All of these cases are now pending unresolved in
the Superior Court of New Jersey, Appellate Division. The Operating Partnership believes that its proposal fully complied with applicable laws and the request for proposals, and it plans to vigorously
enforce its rights concerning this project.

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 $162 in fees for such services in the year ended December 31, 2001.

HPMC

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

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



Continental Grand 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.

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Summit Ridge is an office complex comprised 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 comprised 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.



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 364,384 square feet. Phase II, which comprises a three-story retail and theater complex, commenced initial operations in June 2002. The Operating Partnership performs
management services for these properties owned by the joint venture and recognized $318, $315 and $62 in fees for such services in the years ended December 31, 2003, 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, 273,194 square-foot office building, which commenced initial operations in January 2002. On
April 1, 2003, the venture sold the office property for approximately $52,500.

G&G MARTCO (Convention Plaza)

The Operating Partnership holds a 50 percent interest in G&G Martco, which owns Convention Plaza, a 305,618 square-foot office building,
located in San Francisco, San Francisco County, California. The venture has a mortgage loan with a $41,563 balance at December 31, 2003 secured by its office property. The loan bears interest
at a rate of the London Inter-Bank Offered Rate ("LIBOR") (1.12 percent at December 31, 2003) plus 162.5 basis points and matures in August 2006. The Operating
Partnership performs management and leasing services for the property owned by the joint venture and recognized $225, $254 and $235 in fees for such services in the years ended December 31,
2003, 2002 and 2001, respectively.

AMERICAN FINANCIAL EXCHANGE L.L.C./PLAZA VIII AND IX ASSOCIATES, L.L.C.

On May 20, 1998, the Operating Partnership entered into a joint venture agreement with Columbia Development Company, L.L.C. ("Columbia") to form American
Financial Exchange L.L.C. ("AFE"). The venture was formed to acquire land for future development, located on the Hudson River waterfront in Jersey City, Hudson County, New Jersey, adjacent to the
Operating Partnership's Harborside Financial Center office complex. Among other things, the partnership agreement provides for a preferred return on the Operating Partnership's invested capital in the
venture, in addition to the Operating Partnership's proportionate share of the venture's profit, as defined in the agreement. The joint venture acquired land on which it initially constructed a
parking facility, a portion of which is currently licensed to a parking operator. Such parking facility serves a ferry service between the Operating Partnership's Harborside property and Manhattan. In
the fourth quarter 2000, the joint venture started construction of Plaza 10, a 577,575 square-foot office building, which was 100 percent pre-leased to Charles
Schwab & Co. Inc. ("Schwab") for a 15-year term, on certain of the land owned by the venture. The lease agreement with Schwab 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 have obligated the venture to construct an additional building or, at the Operating Partnership's option, to make space available in any of its existing Harborside
properties. Had the venture been unable to, or chosen not to, provide such expansion space, the venture would have been liable to Schwab for its actual damages, in no event to exceed $15,000. The
amount of Schwab's actual damages, up

79

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to
$15,000, had been guaranteed by the Operating Partnership. AFE has an agreement with the City of Jersey City, New Jersey, in which it is required to make payments in lieu of property taxes
("PILOT").

The
agreement is for a term of 20 years. The PILOT is equal to two percent of Total Project Costs, as defined, with periodic increases, as defined. Total Project Costs, per the
agreement, are the greater of $78,821 or actual Total Project Costs, as defined.

The
Operating Partnership performed management, leasing and development services for the Plaza 10 property owned by the venture and recognized $2,692, $156 and $0 in fees for such
services in the years ended December 31, 2003, 2002 and 2001, respectively.

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

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

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

On August 20, 1998, the Operating Partnership entered into a joint venture agreement with S.B. New York Realty Corp. to form Ramland Realty Associates
L.L.C. The venture was formed to own, manage and operate One Ramland Road, a 232,000 square-foot office/flex building and adjacent developable land, located in Orangeburg, Rockland County,
New York. In August 1999, the joint venture completed redevelopment of the property and placed the office/flex building in service. The Operating Partnership holds a 50 percent interest
in the joint venture. The venture has a mortgage loan with a $14,936 balance at December 31, 2003 secured by its office/flex property. The mortgage bears interest at a rate of LIBOR plus 175
basis points and matures in January 2005. In 2001, the property's then principal tenant, Superior Bank was closed by the Office of Thrift Supervision, and the Federal Deposit Insurance
Corporation (FDIC) was named receiver. The tenant continued to meet its rental payment obligations through 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 year ended
December 31, 2002. Subsequently, the venture's management determined it was unlikely a prospective tenant would retain tenant improvements previously made to Superior Bank's space and,
accordingly, the venture accelerated amortization of those tenant improvements and recorded a charge of $3,586, which is included in the Operating Partnership's equity in earnings in the year ended
December 31, 2003. The Operating Partnership performs management, leasing and other services for the property owned by the joint venture and recognized $12, $56 and $102 in fees for such
services in the years ended December 31, 2003, 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 $45 and $170 in fees for such services in the years ended December 31,
2002 and 2001, respectively. Under certain circumstances, Prudential has the right to convert its interest in the venture into common stock of the Operating Partnership at a discount to the stock's
fair market value, based on the underlying fair value of Prudential's interest in the venture at the time of conversion. The Operating Partnership, at its option, can elect to exchange cash in lieu of
stock in an amount equal to the fair value of Prudential's interest.

In
May 2002, the Operating Partnership sent a notice to Prudential electing to exercise its option under the buy-sell provisions of the joint venture agreement.
Subsequently, Prudential sent notice to the Operating Partnership that it was exercising its option to put its interest in the joint venture to the Operating Partnership in exchange for common stock
of the Operating Partnership as described above. In November 2002, the Operating Partnership and Prudential entered into a first amendment to their

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joint
venture agreement pursuant to which: (i) the Operating Partnership retracted its notice of exercise of the buy-sell provisions of the joint venture agreement,
(ii) Prudential retracted its notice of exercise of its option to put its interest in the joint venture to the Operating Partnership in exchange for common stock of the Operating Partnership,
as described above, (iii) the mechanics of the exercise by either party of their respective buy-sell, sale and exchange rights ("Exit Rights") were clarified and confirmed, and
(iv) each party agreed to a one-year moratorium on the exercise of their respective Exit Rights while the parties attempt to reposition the assets of the joint venture.

ARCAP INVESTORS, L.L.C.

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

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

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

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

SOUTH PIER AT HARBORSIDEHOTEL DEVELOPMENT

On November 17, 1999, the Operating Partnership entered into an agreement with Hyatt Corporation ("Hyatt") to develop a 350-room hotel on the
South Pier at Harborside Financial Center, Jersey City, Hudson County, New Jersey, which was completed and commenced initial operations in

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July 2002.
The Operating Partnership owns a 50 percent interest in the venture. The venture had a mortgage loan with a commercial bank with a $62,902 balance at December 31, 2003
secured by its hotel property. The debt bore interest at a rate of LIBOR plus 275 basis points and was scheduled to mature in December 2003, and was extended through January 29, 2004. On
that date the venture repaid the mortgage loan using the proceeds from a new $40,000 mortgage loan, secured by the hotel property, as well as capital contributions from the Operating Partnership and
Hyatt of $10,750 each. The new loan carries an interest rate of LIBOR plus 200 basis points and matures in February 2006. The loan provides for three one-year extension options
subject to certain conditions. The final two one-year extension options require payment of a fee. Additionally, the venture has an $8,000 loan with the City of Jersey City, provided by the
U.S. Department of Housing and Urban Development. The loan currently bears interest at fixed rates ranging from 6.09 percent to 6.62 percent and matures in August 2020. The
Operating Partnership has posted an $8,000 letter of credit in support of this loan, $4,000 of which is indemnified by Hyatt.

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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
December 31, 2003 and 2002:

|                                                                        |                                                  | December 31, 2003
|----------------------------------------------------------------------- | ------------------------------------------------ | -----------------
|
|Assets:                                                                 |                                                  |                  
|Rental property, net                                                    |                                                  | $                
|Other assets                                                            |                                                  |                  
|                                                                        |                                                  |                  
|Total assets                                                            |                                                  | $                
|                                                                        |                                                  |                  
|Liabilities and partners'/members' capital (deficit):                   |                                                  |                  
|                                                                        | Mortgages and loans payable                      |                  
|                                                                        | Other liabilities                                |                  
|                                                                        | Partners'/members' capital                       |                  
|                                                                        |                                                  |                  
|                                                                        | Total liabilities and partners'/members' capital |                  
|                                                                        |                                                  |                  
|Operating Partnership's net investment in unconsolidated joint ventures |                                                  | $                
|                                                                        |                                                  |                  

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

85

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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 years
ended December 31, 2003, 2002 and 2001:

|                                                                                   |  | Year Ended December 31, 2003 |  
|---------------------------------------------------------------------------------- |  | ---------------------------- | -
|
|Total revenues                                                                     |  | $                            | 
|Operating and Other expenses                                                       |  |                              | 
|Depreciation and amortization                                                      |  |                              | 
|Interest expense                                                                   |  |                              | 
|                                                                                   |  |                              |  
|Net income (loss)                                                                  |  | $                            | 
|                                                                                   |  |                              |  
|Operating Partnership's equity in earnings (loss) of unconsolidated joint ventures |  | $                            | 
|                                                                                   |  |                              |  

---

|                                                                                   |  | Year Ended December 31, 2002 |  
|---------------------------------------------------------------------------------- |  | ---------------------------- | -
|
|Total revenues                                                                     |  | $                            | 
|Operating and Other expenses                                                       |  |                              | 
|Depreciation and amortization                                                      |  |                              | 
|Interest expense                                                                   |  |                              | 
|                                                                                   |  |                              |  
|Net income (loss)                                                                  |  | $                            | 
|                                                                                   |  |                              |  
|Operating Partnership's equity in earnings (loss) of unconsolidated joint ventures |  | $                            | 
|                                                                                   |  |                              |  

|                                                                                   |  | Year Ended December 31, 2001 |  
|---------------------------------------------------------------------------------- |  | ---------------------------- | -
|
|Total revenues                                                                     |  | $                            | 
|Operating and Other expenses                                                       |  |                              | 
|Depreciation and amortization                                                      |  |                              | 
|Interest expense                                                                   |  |                              | 
|                                                                                   |  |                              |  
|Net income (loss)                                                                  |  | $                            | 
|                                                                                   |  |                              |  
|Operating Partnership's equity in earnings (loss) of unconsolidated joint ventures |  | $                            | 
|                                                                                   |  |                              |  

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5.     DEFERRED CHARGES AND OTHER ASSETS

|                                             |  | December 31, |        
|-------------------------------------------- |  | ------------ | -------
|
|Deferred leasing costs                       |  | $            | 136,231
|Deferred financing costs                     |  |              | 24,446 
|                                             |  |              |        
|                                             |  |              | 160,677
|Accumulated amortization                     |  |              | (56,778
|                                             |  |              |        
|Deferred charges, net                        |  |              | 103,899
|Notes receivable                             |  |              | 8,750  
|Prepaid expenses and other assets            |  |              | 14,142 
|                                             |  |              |        
|Total deferred charges and other assets, net |  | $            | 126,791
|                                             |  |              |        

6.     RESTRICTED CASH

Restricted cash includes security deposits for certain of the Operating Partnership's properties, 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, and is comprised of the following:

|                               |  | December 31,
|------------------------------ |  | ------------
|
|Security deposits              |  | $           
|Escrow and other reserve funds |  |             
|                               |  |             
|Total restricted cash          |  | $           
|                               |  |             

7.     DISCONTINUED OPERATIONS

Effective January 1, 2002, the Operating Partnership adopted the provisions of FASB No. 144, Accounting for the Impairment or Disposal of
Long-Lived Assets, which supercedes FASB No. 121. FASB No. 144 requires that long-lived assets that are to be disposed of by sale be measured at the lower of book
value or fair value less cost to sell. FASB No. 144 retains the requirements of FASB No. 121 regarding impairment loss recognition and measurement. In addition, it requires that one
accounting model be used for long-lived assets to be disposed of by sale and broadens the presentation of discontinued operations to include more disposal transactions. As the statement
requires implementation on a prospective basis, properties which were identified as held for sale by the Operating Partnership prior to January 1, 2002 are presented in the accompanying
financial statements in a manner consistent with the presentation prior to January 1, 2002. As the Operating Partnership sold 1770 St. James Place, 111 Soledad, and land in Hamilton Township,
New Jersey during the year ended December 31, 2003 (see Note 3), the Operating Partnership has presented these assets as discontinued operations in its statements of operations for the
periods presented.

87

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The
following tables summarize income from discontinued operations and the related realized gain on sale of rental property for the years ended December 31, 2003, 2002 and 2001:

|                                    |  | Year Ended December 31, |       
|----------------------------------- |  | ----------------------- | ------
|
|Total revenues                      |  | $                       | 2,547 
|Operating and other expenses        |  |                         | (1,672
|Depreciation and amortization       |  |                         | (604  
|                                    |  |                         |       
|Income from discontinued operations |  | $                       | 271   
|                                    |  |                         |       

|                                         |  | Year Ended December 31,
|---------------------------------------- |  | -----------------------
|
|Realized gain on sale of rental property |  | $                      
|                                         |  |                        

8.     RENTAL PROPERTY HELD FOR SALE

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 year ended December 31, 2002, the Operating Partnership sold 13
of these properties for total net sales proceeds of approximately $162,466.

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).

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).

As
of December 31, 2003 and 2002, the Operating Partnership did not have any properties identified as held for sale.

During
the years ended December 31, 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 such property sales. The Operating Partnership recognized a valuation allowance of $4,341 and $46,793 for the years
ended December 31, 2002 and 2001, respectively.

88

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The
following table summarizes realized gains (losses) and unrealized losses on disposition of rental property, net, (other than from discontinued operations) for the years ended
December 31, 2003, 2002 and 2001:

|                                                                 |  | Year Ended December 31, |  
|---------------------------------------------------------------- |  | ----------------------- | -
|
|Realized gains (losses) on sale of rental property and land, net |  | $                       | 
|Valuation allowance on rental property held for sale             |  |                         | 
|                                                                 |  |                         |  
|Realized gains (losses) and unrealized losses, net               |  | $                       | 
|                                                                 |  |                         |  

9.     SENIOR UNSECURED NOTES

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

|                                                     |  | December 31, |           |  |  
|---------------------------------------------------- |  | ------------ | --------- |  | -
|
|
|7.180% Senior Unsecured Notes, due December 31, 2003 |  | $            |          |  | $
|7.000% Senior Unsecured Notes, due March 15, 2004    |  |              | 299,983   |  |  
|7.250% Senior Unsecured Notes, due March 15, 2009    |  |              | 298,777   |  |  
|7.835% Senior Unsecured Notes, due December 15, 2010 |  |              | 15,000    |  |  
|7.750% Senior Unsecured Notes, due February 15, 2011 |  |              | 298,775   |  |  
|6.150% Senior Unsecured Notes, due December 15, 2012 |  |              | 90,506    |  |  
|5.820% Senior Unsecured Notes, due March 15, 2013    |  |              | 25,089    |  |  
|4.600% Senior Unsecured Notes, due June 15, 2013     |  |              | 99,729    |  |  
|                                                     |  |              |           |  |  
|Total Senior Unsecured Notes                         |  | $            | 1,127,859 |  | $
|                                                     |  |              |           |  |  

---

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

On
June 12, 2003, the Operating Partnership issued $100,000 face amount of 4.60 percent senior unsecured notes due June 15, 2013 with interest payable
semi-annually in arrears. The total proceeds from the issuance (net of selling commissions and discount) of approximately $99,064 was used primarily to repay $62,800 of mortgage debt at a
discount of $1,700 (recorded as a reduction in loss on early retirement of debt, net), and to reduce outstanding borrowings under the 2002 Unsecured Facility, as defined in Note 10. The
Operating Partnership recorded $1,540 in loss on early retirement of debt, net, for the year ended December 31, 2003 for the write-off of the unamortized balance of an interest rate
contract in conjunction with the repayment of mortgage debt (see Note 11: Mortgages and Loans PayableInterest Rate Contract). The unsecured notes were issued at a discount of
approximately $286, which is being amortized over the term as an adjustment to interest expense.

89

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

On
February 9, 2004, the Operating Partnership issued $100,000 face amount of 5.125 percent senior unsecured notes due February 15, 2014 with interest payable
semi-annually in arrears. The total proceeds from the issuance (net of selling commissions and discount) of approximately $98,538 will be held until March 15, 2004, at which time
the Operating Partnership intends to use the net proceeds from the sale, together with borrowings under its $600,000 unsecured revolving credit facility (see Note 10) and available cash, to
repay the $300,000, 7.00 percent notes due on that same date.

10.   REVOLVING CREDIT FACILITIES

2002 UNSECURED FACILITY

On September 27, 2002, the Operating Partnership obtained an unsecured revolving credit facility ("2002 Unsecured Facility") with a current borrowing
capacity of $600,000 from a group of 15 lenders. The interest rate on outstanding borrowings under the credit line is currently LIBOR plus 70 basis points. The Operating Partnership may instead elect
an interest rate representing the higher of the
lender's prime rate or the Federal Funds rate plus 50 basis points. The 2002 Unsecured Facility also requires a 20 basis point facility fee on the current borrowing capacity payable quarterly in
arrears. The 2002 Unsecured Facility matures in September 2005, with an extension option of one year, which would require upon exercise a payment of 25 basis points of the then borrowing
capacity of the credit line.

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

|Operating Partnership's
Unsecured Debt Ratings:
S&P/Moody's/Fitch (a) |  | Interest Rate
Applicable Basis Points
Above LIBOR |  | Facility Fee
Basis Points
|--------------------------------------------------------------------- |  | -------------------------------------------------- |  | -------------------------
|No rating or less than BBB-/Baa3/BBB-                                 |  | 120.0                                              |  | 30.0                     
|BBB-/Baa3/BBB-                                                        |  | 95.0                                               |  | 20.0                     
|BBB/Baa2/BBB (current)                                                |  | 70.0                                               |  | 20.0                     
|BBB+/Baa1/BBB+                                                        |  | 65.0                                               |  | 15.0                     
|A-/A3/A- or higher                                                    |  | 60.0                                               |  | 15.0                     

---

The
terms of the 2002 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.

90

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The
dividend restriction referred to above provides that, except to enable the Corporation to continue to qualify as a REIT under the Code, the Corporation will not during any four consecutive fiscal
quarters make distributions with respect to common stock or other common equity interests in an aggregate amount in excess of 90 percent of funds from operations (as defined) for such period,
subject to certain other adjustments.

The
lending group for the 2002 Unsecured Facility consists of: JPMorgan Chase Bank, as administrative agent; Fleet National Bank, as syndication agent; Bank of America, N.A. and Wells
Fargo Bank, National Association, as co-documentation agents; Commerzbank AG, as co-syndication agent; The Bank of Nova Scotia, Bank One, N.A., Citicorp North
America, Inc., and Wachovia Bank, National Association, as managing agents, PNC Bank, National Association, and Sun Trust Bank, as co-agents; Bayerische Landesbank Girozentrale,
Deutsche Bank Trust Company Americas, Chevy Chase Bank, and Israel Discount Bank of New York, as syndicate members.

2000 UNSECURED FACILITY

On June 22, 2000, the Operating Partnership obtained 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 facility was LIBOR plus 80 basis points. The Operating Partnership could have instead elected 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 then
current borrowing capacity payable quarterly in arrears. The 2000 Unsecured Facility was scheduled to mature in June 2003.

In
conjunction with obtaining the 2002 Unsecured Facility, the Operating Partnership drew funds on the new facility to repay in full and terminate the 2000 Unsecured Facility on
September 27, 2002.

SUMMARY

As of December 31, 2003 and 2002, the Operating Partnership had outstanding borrowings of $0 and $73,000, respectively, under the 2002 Unsecured Facility
(with an aggregate borrowing capacity of $600,000).

11.   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.

91

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

|                                  |  |                              |  |            |   | Principal Balance at
December 31, |         | 
|--------------------------------- |  | ---------------------------- |  | ---------- | - | --------------------------------- | ------- | 
|
|
|400 Chestnut Ridge                |  | Prudential Insurance Co.     |  | 9.44       | % | $                                 | 10,374  | 
|Mack-Cali Centre VI               |  | Principal Life Insurance Co. |  | 6.87       | % |                                   | 35,000  | 
|Various (b)                       |  | 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       | % |                                   | 23,592  | 
|500 West Putnam Avenue            |  | New York Life Ins. Co.       |  | 6.52       | % |                                   | 7,495   | 
|HarborsidePlazas 2 and 3         |  | Northwestern/Principal       |  | 7.36       | % |                                   | 153,603 | 
|Mack-Cali Airport                 |  | Allstate Life Insurance Co.  |  | 7.05       | % |                                   | 10,030  | 
|Kemble Plaza I                    |  | Mitsubishi Tr & Bk Co.       |  | LIBOR+0.65 | % |                                   | 32,178  | 
|2200 Renaissance Boulevard        |  | TIAA                         |  | 5.89       | % |                                   | 18,800  | 
|Soundview Plaza                   |  | TIAA                         |  | 6.02       | % |                                   | 19,153  | 
|Mack-Cali Willowbrook             |  | CIGNA                        |  | 8.67       | % |                                   |        | 
|HarborsidePlaza 1                |  | U.S. West Pension Trust      |  | 4.36       | % |                                   |        | 
|1633 Littleton Road               |  | First Union/Maher Partners   |  | 3.87       | % |                                   |        | 
|                                  |  |                              |  |            |   |                                   |         | 
|Total Mortgages and Loans Payable |  |                              |  |            |   | $                                 | 500,725 | 
|                                  |  |                              |  |            |   |                                   |         | 

---

92

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INTEREST RATE CONTRACT

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

In
conjunction with the repayment of the HarborsidePlaza 1 mortgage on June 12, 2003, the Operating Partnership wrote off the unamortized balance of the interest rate
contract of $1,540, which was recorded in loss on early retirement of debt, net, for the year ended December 31, 2003.

SCHEDULED PRINCIPAL PAYMENTS

Scheduled principal payments and related weighted average annual interest rates for the Operating Partnership's Senior Unsecured Notes (see Note 9) and
mortgages and loans payable as of December 31, 2003 are as follows:

|Period                                                                         |  | Scheduled
Amortization |        | Principal
Maturities |   | Total     |  | Weighted Avg.
Interest Rate of
Future Repayments (a) |          
|------------------------------------------------------------------------------ |  | ---------------------- | ------ | -------------------- | - | --------- |  | ---------------------------------------------------- | ---------
|2004                                                                           |  | $                      | 7,493  |                      | $ | 309,863   |  | $                                                    | 317,356  
|2005                                                                           |  |                        | 7,507  |                      |   | 253,249   |  |                                                      | 260,756  
|2006                                                                           |  |                        | 992    |                      |   | 144,642   |  |                                                      | 145,634  
|2007                                                                           |  |                        | 874    |                      |   | 9,364     |  |                                                      | 10,238   
|2008                                                                           |  |                        | 866    |                      |   |          |  |                                                      | 866      
|Thereafter                                                                     |  |                        | 4,029  |                      |   | 898,320   |  |                                                      | 902,349  
|                                                                               |  |                        |        |                      |   |           |  |                                                      |          
|Sub-total                                                                      |  |                        | 21,761 |                      |   | 1,615,438 |  |                                                      | 1,637,199
|Adjustment for unamortized debt discount/premium, net, as of December 31, 2003 |  |                        | (8,615 | )                    |   |          |  |                                                      | (8,615   
|                                                                               |  |                        |        |                      |   |           |  |                                                      |          
|Totals/Weighted Average                                                        |  | $                      | 13,146 |                      | $ | 1,615,438 |  | $                                                    | 1,628,584
|                                                                               |  |                        |        |                      |   |           |  |                                                      |          

---

There
were no outstanding borrowings under the 2002 Unsecured Facility as of December 31, 2003.

CASH PAID FOR INTEREST AND INTEREST CAPITALIZED

Cash paid for interest for the years ended December 31, 2003, 2002 and 2001 was $120,095, $123,148 and $115,722, respectively. Interest capitalized by the
Operating Partnership for the years ended December 31, 2003, 2002 and 2001 was $7,285, $19,664 and $16,722, respectively.

SUMMARY OF INDEBTEDNESS

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

93

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

12.PARTNERS' CAPITAL

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

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

GENERAL PARTNER:

PREFERRED STOCK

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

The
Series C Preferred Stock has preference rights with respect to liquidation and distributions over the common stock. Holders of the Series C Preferred Stock, except
under certain limited conditions, will not be entitled to vote on any matters. In the event of a cumulative arrearage equal to six quarterly dividends, holders of the Series C Preferred Stock
will have the right to elect two additional members to serve on the Operating Partnership's Board of Directors until dividends have been paid in full. At December 31, 2003, there were no
dividends in arrears. The Corporation may issue unlimited additional preferred stock ranking on a parity with the Series C Preferred Stock but may not issue any preferred stock senior to the
Series C Preferred Stock without the consent of two-thirds of its
holders. The Series C Preferred Stock is essentially on an equivalent basis in priority with the Preferred Units.

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

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

REPURCHASE OF GENERAL PARTNER UNITS

The Corporation has a share repurchase program which was authorized by its Board of Directors in September 2000 to purchase up to $150,000 of the
Corporation's outstanding common stock ("Repurchase Program"). During the year ended December 31, 2003, the Corporation purchased and retired 35,000 shares of its outstanding common stock for
an aggregate cost of approximately $1,030. The Corporation purchased and retired a total of 3,746,400 shares of its outstanding common stock for

94

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an
aggregate cost of approximately $104,512 from September 2000 through December 31, 2003, with a remaining authorization under the Repurchase Program of $45,488. Concurrent with these
purchases, the Corporation sold to the Operating Partnership 3,746,400 common units for approximately $104,512.

DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN

The Corporation has a dividend reinvestment and stock purchase plan, which commenced in March 1999.

SHAREHOLDER RIGHTS PLAN

On June 10, 1999, the Board of Directors of the Corporation authorized a dividend distribution of one preferred share purchase right ("Right") for each
outstanding share of common stock which were distributed to all holders of record of the common stock on July 6, 1999. Each Right entitles the registered holder to purchase from the Corporation
one one-thousandth of a share of Series A junior participating preferred stock, par value $0.01 per share ("Preferred Shares"), at a price of $100.00 per one
one-thousandth of a Preferred Share ("Purchase Price"), subject to adjustment as provided in the rights agreement. The Rights expire on July 6, 2009, unless the expiration date is
extended or the Right is redeemed or exchanged earlier by the Corporation.

The
Rights are attached to each share of common stock. The Rights are generally exercisable only if a person or group becomes the beneficial owner of 15 percent or more of the
outstanding common stock or announces a tender offer for 15 percent or more of the outstanding common stock ("Acquiring Person"). In the event that a person or group becomes an Acquiring
Person, each holder of a Right will have the right to receive, upon exercise, common stock having a market value equal to two times the Purchase Price of the Right.

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 became exercisable over a three-year period. Stock options granted under the 2000
Employee Plan and those options granted subsequent to 1995 under the Employee Plan become exercisable over a five-year period. All stock options granted under both the 2000 Director Plan
and Director Plan become exercisable in one year. All options were granted at the fair market value at the dates of grant and have terms of ten years. As of December 31, 2003 and 2002, the
stock options outstanding had a weighted average remaining contractual life of approximately 6.9 and 6.4 years, respectively.

95

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

|                                         |  | Shares
Under
Options |   | Weighted
Average
Exercise
Price
|---------------------------------------- |  | -------------------- | - | -------------------------------
|Outstanding at January 1, 2001           |  | 4,633,319            |   | $                              
|Granted                                  |  | 1,045,300            |   | $                              
|Exercised                                |  | (904,401             | ) | $                              
|Lapsed or canceled                       |  | (262,332             | ) | $                              
|                                         |  |                      |   |                                
|Outstanding at December 31, 2001         |  | 4,511,886            |   | $                              
|Granted                                  |  |                     |   |                                
|Exercised                                |  | (646,027             | ) | $                              
|Lapsed or canceled                       |  | (279,929             | ) | $                              
|                                         |  |                      |   |                                
|Outstanding at December 31, 2002         |  | 3,585,930            |   | $                              
|Granted                                  |  | 954,800              |   | $                              
|Exercised                                |  | (1,421,455           | ) | $                              
|Lapsed or canceled                       |  | (129,140             | ) | $                              
|                                         |  |                      |   |                                
|Outstanding at December 31, 2003         |  | 2,990,135            |   | $                              
|                                         |  |                      |   |                                
|Options exercisable at December 31, 2002 |  | 2,553,710            |   | $                              
|Options exercisable at December 31, 2003 |  | 1,688,245            |   | $                              
|                                         |  |                      |   |                                
|Available for grant at December 31, 2002 |  | 3,402,853            |   |                                
|Available for grant at December 31, 2003 |  | 2,353,483            |   |                                
|                                         |  |                      |   |                                

The
weighted average fair value of options granted during 2003 and 2001 were $0.76 and $2.53 per option. The fair value of each significant option grant is estimated on the date of grant
using the Black-Scholes model. The following weighted average assumptions are included in the Corporation's fair value calculations of stock options granted in 2003 and 2001:

|                         |  | 2003  |   | 2001  |  
|------------------------ |  | ----- | - | ----- | -
|Expected life (in years) |  | 6     |   | 6     |  
|Risk-free interest rate  |  | 3.65  | % | 4.99  | %
|Volatility               |  | 14.02 | % | 17.26 | %
|Dividend yield           |  | 8.85  | % | 8.46  | %

There
were no stock options granted during 2002.

The
Corporation recognized stock options expense of $189, $0 and $0 for the years ended December 31, 2003, 2002 and 2001, respectively.

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STOCK WARRANTS

Information regarding the Corporation's stock warrants ("Stock Warrants"), which enable the holders to purchase an equal number of the Corporation's common stock
at the respective exercise price, is summarized below:

|                                 |  | Shares
Under
Warrants |   | Weighted
Average
Exercise
Price
|-------------------------------- |  | --------------------- | - | -------------------------------
|Outstanding at January 1, 2001   |  | 749,976               |   | $                              
|Exercised                        |  |                      |   |                                
|Lapsed or canceled               |  |                      |   |                                
|                                 |  |                       |   |                                
|Outstanding at December 31, 2001 |  | 749,976               |   | $                              
|Exercised                        |  | (107,500              | ) | $                              
|Lapsed or canceled               |  |                      |   |                                
|                                 |  |                       |   |                                
|Outstanding at December 31, 2002 |  | 642,476               |   | $                              
|Exercised                        |  | (443,226              | ) | $                              
|Lapsed or canceled               |  | (50,000               | ) | $                              
|                                 |  |                       |   |                                
|Outstanding at December 31, 2003 |  | 149,250               |   | $                              
|                                 |  |                       |   |                                
|Exercisable at December 31, 2003 |  | 149,250               |   | $                              
|                                 |  |                       |   |                                

STOCK COMPENSATION

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

Information
regarding the Restricted Stock Awards is summarized below:

|                                 |  | Shares  |  
|-------------------------------- |  | ------- | -
|Outstanding at January 1, 2001   |  | 136,107 |  
|Granted                          |  | 94,934  |  
|Vested                           |  | (25,354 | )
|Canceled                         |  | (7,408  | )
|                                 |  |         |  
|Outstanding at December 31, 2001 |  | 198,279 |  
|Granted                          |  |        |  
|Vested                           |  | (44,543 | )
|Canceled                         |  |        |  
|                                 |  |         |  
|Outstanding at December 31, 2002 |  | 153,736 |  
|Granted                          |  | 225,549 |  
|Vested                           |  | (97,916 | )
|Canceled                         |  | (500    | )
|                                 |  |         |  
|Outstanding at December 31, 2003 |  | 280,869 |  
|                                 |  |         |  

Included
in the 225,549 Restricted Stock Awards granted in 2003 were:

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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 years ended December 31, 2003, 2002 and 2001, 6,256, 5,324 and 5,446 deferred stock units were earned, respectively. As of December 31, 2003 and 2002, there were
23,131 and 16,852 director stock units outstanding, respectively.

LIMITED PARTNERS' CAPITAL:

SERIES B PREFERRED UNITS

The Preferred Units have a stated value of $1,000 per unit and are preferred as to assets over any class of common units or other class of preferred units of the
Operating Partnership based on circumstances per the applicable unit certificates. The quarterly distribution on each Preferred Unit is an amount equal to the greater of (i) $16.875
(representing 6.75 percent of the Preferred Unit stated value of an annualized basis) or (ii) the quarterly distribution attributable to a Preferred Unit determined as if such unit had
been converted into common units, subject to adjustment for customary anti-dilution rights. Each of the Preferred Units may be converted at any time into common units at a conversion price
of $34.65 per unit. Common units received pursuant to such conversion may be redeemed for an equal number of shares of common stock. At any time after June 11, 2005, the Operating Partnership
may cause the mandatory conversion of the Preferred Units into common units at the conversion price of $34.65 per unit if, for at least 20 of the prior consecutive 30 days, the closing price of
the Corporation's common stock equals or exceeds $34.65. The Operating Partnership is prohibited from taking certain actions that would adversely affect the rights of the holders of Preferred Units
without the consent of at least 662/3 percent of the outstanding Preferred Units, including authorizing, creating or issuing any additional preferred units ranking senior to or equal
with the Preferred Units; provided, however, that such consent is not required if the Corporation issues preferred units ranking equal (but not senior) to the Preferred Units in an aggregate amount up
to the greater of (a) $200,000 in stated value and (b) 10 percent of the sum of (1) the combined market capitalization of the Corporation's common stock and the Operating
Partnership's common and Preferred Units, as converted into common stock, and (2) the aggregate liquidation preference on any of the Corporation's non-convertible preferred stock or
the Operating Partnership's Preferred Units. As of December 31, 2003, the calculation in the above clause (b) was $308,080.

As
of December 31, 2003 and 2002, the Operating Partnership had 215,018 and 215,894 Series B Preferred Units outstanding (convertible into 6,205,425 and 6,230,707 common
units), respectively.

COMMON UNITS

Certain individuals and entities own common units in the Operating Partnership. A common unit and a share of common stock of the General Partner have
substantially the same economic characteristics in as much as they effectively share equally in the net income or loss of the Operating Partnership. Common units are redeemable by the common
unitholders at their option, subject to certain restrictions, on the basis of one common unit for either one share of common stock or cash equal to the fair market value of a share at the time of the
redemption. The General Partner has the option to deliver shares of common stock in exchange for all or any portion of the cash requested. The

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common
unitholders may not put the units for cash to the General Partner or the Operating Partnership. When a unitholder redeems a common unit for common stock of the Corporation, limited partners'
capital is reduced and the General Partners' capital is increased.

UNIT WARRANTS

The Operating Partnership had 2,000,000 Unit Warrants outstanding which enabled the holders to purchase an equal number of common units at $37.80 per unit, all of
which expired unexercised on December 11, 2002. Upon expiration, the carrying value of the Unit Warrants was allocated on a prorata basis to the general partner and limited partners.

EARNINGS PER UNIT:

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

The
following information presents the Operating Partnership's results for the years ended December 31, 2003, 2002 and 2001 in accordance with FASB No. 128:

|                                                            |                                                                                                               | Year Ended December 31, |        
|----------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------- | ----------------------- | -------
|
|
|Income from continuing operations                           |                                                                                                               | $                       | 174,015
|Deduct: Preferred unit distributions                        |                                                                                                               |                         | (17,340
|                                                            | Add: Realized gains (losses) and
          unrealized losses on disposition of
          rental property, net |                         |        
|                                                            |                                                                                                               |                         |        
|Income from continuing operations available to common units |                                                                                                               |                         | 156,675
|Income from discontinued operations                         |                                                                                                               |                         | 3,811  
|                                                            |                                                                                                               |                         |        
|Net income available to common unitholders                  |                                                                                                               | $                       | 160,486
|                                                            |                                                                                                               |                         |        
|Weighted average common units                               |                                                                                                               |                         | 65,526 
|                                                            |                                                                                                               |                         |        
|Basic EPU:                                                  |                                                                                                               |                         |        
|Income from continuing operations                           |                                                                                                               | $                       | 2.39   
|Income from discontinued operations                         |                                                                                                               |                         | 0.06   
|                                                            |                                                                                                               |                         |        
|Net income available to common shareholders                 |                                                                                                               | $                       | 2.45   
|                                                            |                                                                                                               |                         |        

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|                                                                                                      |  | Year Ended December 31,
|----------------------------------------------------------------------------------------------------- |  | -----------------------
|
|
|Income from continuing operations available to common unitholders                                     |  | $                      
|Add: Income from continuing operations attributable to Operating PartnershipSeries B Preferred Units |  |                        
|                                                                                                      |  |                        
|Income from continuing operations for diluted earnings per unit                                       |  |                        
|Income from discontinued operations for diluted earnings per unit                                     |  |                        
|                                                                                                      |  |                        
|Net income available to common unitholders                                                            |  | $                      
|                                                                                                      |  |                        
|Weighted average common units                                                                         |  |                        
|                                                                                                      |  |                        
|
|Income from continuing operations                                                                     |  | $                      
|Income from discontinued operations                                                                   |  |                        
|                                                                                                      |  |                        
|Net income available to common unitholders                                                            |  | $                      
|                                                                                                      |  |                        

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

|                                                                                       |  | Year Ended December 31,
|-------------------------------------------------------------------------------------- |  | -----------------------
|
|
|Basic EPU Units                                                                        |  | 65,526                 
|Add: Operating PartnershipSeries B Preferred Units (after conversion to common units) |  |                       
|Stock options                                                                          |  | 441                    
|Restricted Stock Awards                                                                |  | 10                     
|Stock Warrants                                                                         |  | 13                     
|                                                                                       |  |                        
|Diluted EPU Units                                                                      |  | 65,990                 
|                                                                                       |  |                        

Not
included in the computations of diluted EPU were 738,003, 1,534,775 and 2,174,241 stock options; 0, 642,476 and 749,976 Stock Warrants; 6,219,001, 6,288,008 and 6,359,019
Series B Preferred Units and 0, 0 and 2,000,000 Unit Warrants, as such securities were anti-dilutive during the years ended December 31, 2003, 2002 and 2001, respectively.
Unvested restricted stock outstanding as of December 31, 2003, 2002 and 2001 were 280,869, 153,736 and 198,279, respectively.

13.   EMPLOYEE BENEFIT PLAN

All employees of the Corporation who meet certain minimum age and period of service requirements are eligible to participate in a 401(k) defined contribution plan
(the "401(k) Plan"). The 401(k) Plan allows eligible employees to defer up to 15 percent of their annual compensation, subject to certain limitations imposed by federal law. The amounts
contributed by employees are immediately vested and non-forfeitable. The Operating Partnership, at management's discretion, may match employee contributions and/or make discretionary
contributions. Management has approved, for the year ended December 31, 2003, a discretionary profit sharing contribution, as defined in the 401(k) Plan. Total expense recognized by the
Operating Partnership for the years ended December 31, 2003, 2002 and 2001 was $336, $313 and $400, respectively.

14.   DISCLOSURE OF FAIR VALUE OF FINANCIAL INSTRUMENTS

The following disclosure of estimated fair value was determined by management using available market information and appropriate valuation methodologies. However,
considerable judgement is

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necessary
to interpret market data and develop estimated fair value. Accordingly, the estimates presented herein are not necessarily indicative of the amounts the Operating Partnership could realize
on disposition of the financial instruments at December 31, 2003 and 2002. The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated
fair value amounts.

Cash
equivalents, receivables, accounts payable, and accrued expenses and other liabilities are carried at amounts which reasonably approximate their fair values as of
December 31, 2003 and 2002.

The
fair value of the fixed-rate mortgage debt and unsecured notes as of December 31, 2003 was approximately $141.8 million higher than the book value of
approximately $1.6 billion primarily due to the general decrease in market interest rates on secured and unsecured debt. As of December 31, 2002, the fair value of fixed-rate
mortgage debt and unsecured notes was approximately $119.0 million higher than the book value of approximately $1.6 billion. The fair value of the mortgage debt and the unsecured notes
was determined by discounting the future contractual interest and principal payments by a market rate.

Disclosure
about fair value of financial instruments is based on pertinent information available to management as of December 31, 2003 and 2002. Although management is not aware
of any factors that would significantly affect the fair value amounts, such amounts have not been comprehensively revalued for purposes of these financial statements since December 31, 2003 and
current estimates of fair value may differ significantly from the amounts presented herein.

15.   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 $3,838, $3,763 and $3,688 for the years ended December 31, 2003, 2002 and 2001,
respectively.

The
Operating Partnership entered into a similar PILOT agreement with the City of Jersey City, New Jersey on its Harborside Plaza 4-A property. The agreement, which commenced
in 2000, is for a term of 20 years. The PILOT is equal to two percent of Total Project costs, as defined, and increases by 10 percent in years 7, 10 and 13 and by 50 percent in
year 16. Total Project costs, as defined, are $45,497. The PILOT totaled $910, $910 and $891 for the years ended December 31, 2003, 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 commences
upon substantial completion of the property, as defined, is for a term of 20 years. The PILOT is equal to two percent of Total Project Costs, as defined, and increases by 10 percent in
years 7, 10 and 13, and by 50 percent in year 16. Total Project Costs, as defined are $159,625. The PILOT totaled $3,329, $867 and $0 for the years ended December 31, 2003, 2002 and
2001, respectively.

On
May 8, 2003, an adversary proceeding arising out of the bankruptcy of Broadband Office, Inc. ("BBO") was commenced by BBO and the Official Committee of Unsecured
Creditors of BBO ("Plaintiffs") in the United States Bankruptcy Court for the District of Delaware. On August 25, 2003, the Plaintiffs filed an Amended Complaint. As amended, the Complaint
names as defendants the Operating Partnership, the chief executive officer of the Corporation, and certain alleged affiliates of the Corporation (the "Mack-Cali Defendants"). Also named as
defendants are seven other real estate

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investment
trusts or partnerships ("REITs") that invested in BBO and the eight individuals designated by the REITs to serve on the Board of Directors of BBO. Plaintiffs assert, among other things,
that the Defendants breached fiduciary duties to BBO, its minority shareholders (other than the REITs) and its creditors by approving a spin-off of BBO's assets to a newly created entity,
and approving the sale of BBO's remaining assets to Yipes, Inc., both for allegedly inadequate consideration. Plaintiffs seek an unspecified amount of compensatory and punitive damages in
connection with their fiduciary duty claims. In addition, Plaintiffs seek to avoid all payments and other transfers made to Defendants within one year of BBO's bankruptcy filing under various
provisions of the Bankruptcy Code, and to obtain "turnover" of certain property under Section 542(b) of the Code. On July 8, 2003, the district court withdrew the reference of this
proceeding to the bankruptcy court, and the action is now pending in the United States District Court for the District of Delaware. The Mack-Cali Defendants have denied the claims asserted
in the Amended Complaint, and believe they have substantial defenses to the claims asserted against them. The Operating Partnership does not believe that the ultimate resolution of this matter will
have a material adverse effect on the Operating Partnership's financial condition taken as a whole.

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

GROUND LEASE AGREEMENTS

Future minimum rental payments under the terms of all non-cancelable ground leases under which the Operating Partnership is the lessee, as of
December 31, 2003, are as follows:

Year

Amount2004

$
5782005


5782006


5782007


5762008


5542009 through 2080


20,793Total

$
23,657


Ground
lease expense incurred by the Operating Partnership during the years ended December 31, 2003, 2002 and 2001 amounted to $1,017, $1,346 and $769, respectively.

OTHER

The Operating Partnership may not dispose of or distribute certain of its properties, currently comprising 140 properties with an aggregate net book value of
approximately $1,809,198, which were originally contributed by members of either the Mack Group (which includes William L. Mack, Chairman of the Corporation's Board of Directors; David S. Mack, a
director of the Corporation; Earle I. Mack, a former director of the Corporation; and Mitchell E. Hersh, chief executive officer and director of the Corporation), the Robert Martin Group (which
includes Martin W. Berger, a director of the Corporation; Robert F. Weinberg, a former director of the Corporation; and Timothy M. Jones, president of the Corporation) or the Cali Group (which
includes John R. Cali, a director of the Corporation and John J. Cali, a former director of the Corporation) without the express written consent of a representative of the Mack Group, the Robert
Martin Group or the Cali Group, as applicable, except in a manner which does not result in recognition of any built-in-gain (which may result in an income tax liability) or
which reimburses the appropriate Mack Group, Robert Martin Group or Cali Group members for the tax consequences of the recognition of such built-in-gains

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(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.

16.   TENANT LEASES

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

Future
minimum rentals to be received under non-cancelable operating leases at December 31, 2003 are as follows:

Year

Amount2004

$
488,2942005


447,6182006


396,3742007


340,9972008


287,717Thereafter


982,981Total

$
2,943,981


17.   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.

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Selected
results of operations for the years ended December 31, 2003, 2002 and 2001 and selected asset information as of December 31, 2003 and 2002 regarding the Operating
Partnership's operating segment are as follows:

|                                                    |      | Total Segment |   | Corporate & Other (e) |  | Total Operating Partnership |          |  
|--------------------------------------------------- | ---- | ------------- | - | --------------------- |  | --------------------------- | -------- | -
|Total contract revenues (a)                         |      |               |   |                       |  |                             |          |  
|                                                    | 2003 |               | $ | 568,020               |  | $                           | 4,920    |  
|                                                    | 2002 |               |   | 553,057               |  |                             | 1,026    |  
|                                                    | 2001 |               |   | 556,542               |  |                             | 1,079    |  
|Total operating and interest expenses (b):          |      |               |   |                       |  |                             |          |  
|                                                    | 2003 |               | $ | 181,674               |  | $                           | 148,832  |  
|                                                    | 2002 |               |   | 167,744               |  |                             | 130,487  |  
|                                                    | 2001 |               |   | 176,588               |  |                             | 133,783  |  
|Equity in earnings of unconsolidated joint ventures |      |               |   |                       |  |                             |          |  
|                                                    | 2003 |               | $ | 13,480                |  | $                           |         |  
|                                                    | 2002 |               |   | 10,403                |  |                             | 4,390    |  
|                                                    | 2001 |               |   | 8,729                 |  |                             | 275      |  
|Net operating income (c):                           |      |               |   |                       |  |                             |          |  
|                                                    | 2003 |               | $ | 399,826               |  | $                           | (143,912 | )
|                                                    | 2002 |               |   | 395,716               |  |                             | (125,071 | )
|                                                    | 2001 |               |   | 388,683               |  |                             | (132,429 | )
|Total assets:                                       |      |               |   |                       |  |                             |          |  
|                                                    | 2003 |               | $ | 3,656,127             |  | $                           | 93,443   |  
|                                                    | 2002 |               |   | 3,761,665             |  |                             | 34,764   |  
|Total long-lived assets (d):                        |      |               |   |                       |  |                             |          |  
|                                                    | 2003 |               | $ | 3,526,624             |  | $                           | 5,234    |  
|                                                    | 2002 |               |   | 3,648,390             |  |                             | 5,254    |  
|                                                    |      |               |   |                       |  |                             |          |  

---



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18.   RELATED PARTY TRANSACTIONS

William
L. Mack, Chairman of the Board of Directors of the Corporation ("W. Mack"), is a principal in the Apollo real estate funds, which owned approximately a 7.5 percent
interest in Insignia/ESG, Inc. ("Insignia"), a publicly-traded commercial leasing and real estate services company. The interest in Insignia was subsequently disposed of in 2003. Prior to 2003,
the Operating Partnership paid Insignia commissions on numerous leasing transactions, as well as for the sale of five of its properties. The Operating Partnership paid commissions to Insignia
amounting to approximately $1,975 and $2,750 for the years ended December 31, 2002 and 2001, respectively. In addition, American Financial Exchange, an unconsolidated joint venture in which the
Operating Partnership had a 50 percent interest, paid Insignia approximately $1,305 in commissions for the year ended December 31, 2001. The Operating Partnership had engaged Insignia as
its exclusive leasing agent at Harborside Financial Center through late 2002. Additionally, an affiliate of Insignia leased 40,504 square feet at one of the Operating Partnership's office properties,
which was sold by the Operating Partnership in May 2002. The Operating Partnership recognized $386 and $836, respectively, in revenue under this lease for the years ended December 31,
2002 and 2001, and had no accounts receivable as of December 31, 2002 and 2001.

W.
Mack, David S. Mack, a director of the Corporation, and Earle I. Mack, a former director of the Corporation ("E. Mack"), are the executive officers, directors and stockholders of a
corporation that entered into a lease in 2000 at one of the Operating Partnership's office properties for approximately 7,801 square feet, which is scheduled to expire in November 2006. The
Operating Partnership has recognized $218, $220 and $217 in revenue under this lease for the years ended December 31, 2003, 2002 and 2001, respectively, and had accounts receivable of $0 and
$1, respectively, as of December 31, 2003 and 2002.

The
Operating Partnership has conducted business with certain entities ("RMC Entity" or "RMC Entities"), whose principals include Timothy M. Jones, Martin S. Berger and Robert F.
Weinberg, 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. In connection with the Operating Partnership's acquisition of 65 Class A properties from The Robert Martin Company ("Robert Martin") on January 31, 1997, as subsequently
modified, the Operating Partnership granted Robert Martin the right to designate one seat on the Corporation's Board of Directors ("RM Board Seat"), which right has since expired. 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. The Corporation elected to nominate for
re-election to its Board of Directors Mr. Berger at the Corporation's 2003 annual meeting of stockholders. Mr. Berger was elected to the Board of Directors and
Mr. Berger and Mr. Weinberg have agreed that the seat will be rotated among Mr. Berger and Mr. Weinberg annually commencing at the annual meeting of stockholders expected
to be held on May 20, 2004. 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. Such business was
as follows:



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Mr. Berger
holds a 24 percent interest, acts as chairman and chief executive officer, Mr. Weinberg also holds a 24 percent interest and is a director, and W.
Mack holds a nine percent interest and is director of City and Suburban Federal Savings Bank and/or one of its affiliates, which leases a total of 15,879 square feet of space at two of the Operating
Partnership's office properties, comprised of 3,037 square feet scheduled to expire in June 2008 and 12,842 square feet scheduled to expire in April 2013. The Operating Partnership has
recognized $429, $306 and $295 in revenue under the leases for the years ended December 31, 2003, 2002 and 2001, respectively, and had no accounts receivable as of December 31, 2003 and
2002.

Vincent
Tese, a director of the Corporation, is also currently a director of Cablevision, Inc. who, through its affiliates, leases an aggregate of 58,885 square feet of office
space, as well as has several telecom licensing agreements at the Operating Partnership's properties. The Operating Partnership recognized approximately $1,645, $1,464 and $1,101 in total revenue from
affiliates of Cablevision for the years ended December 31, 2003, 2002 and 2001, respectively, and had accounts receivable of $0 and $7, respectively, as of December 31, 2003 and 2002.

W.
Mack and Vincent Tese are both currently members of the Board of Directors of Bear, Stearns & Co. Inc. Roy Zuckerberg, a director of the Corporation, is also currently
on the Board of

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Directors
of Goldman Sachs & Co. Bear Stearns and Goldman Sachs have both acted as underwriters on several of the Operating Partnership's previously-completed public debt offerings.

The
son of Mr. Berger, a former officer of the Corporation, served as an officer and continues to have a financial interest in a company which provides cleaning and other related
services to certain of the Operating Partnership's properties. The Operating Partnership has incurred costs from this company of approximately $6,177, $5,648 and $4,674 for the years ended
December 31, 2003, 2002 and 2001, respectively. As of December 31, 2003 and 2002, respectively, the Operating Partnership had accounts payable of approximately $1 and $0 to this company.

Pursuant
to an agreement between the Operating Partnership and certain members and associates of the Cali family executed June 27, 2000, John J. Cali was to serve as the Chairman
Emeritus and a Board member of the Corporation and as a consultant to the Operating Partnership and was paid an annual salary of $150 from June 27, 2000 through June 27, 2003.
Additionally, the Operating Partnership provides office space and administrative support to John J. Cali, Angelo Cali, his brother, and Ed Leshowitz, his business partner. Such services are in effect
from June 27, 2000 through June 27, 2004.

19.   IMPACT OF RECENTLY-ISSUED ACCOUNTING STANDARDS

FASB No. 145

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

FASB Interpretation No. 45

In November 2002, the FASB issued Interpretation No. 45, Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness of Others ("FIN 45"), which changes the accounting for, and disclosure of certain guarantees. Beginning with transactions entered into after December 31, 2002,
certain guarantees are to be recorded at fair value, which is different from prior practice, under which a liability was recorded only when a loss was probable and reasonably estimable. In general,
the change applies to contracts or indemnification agreements that contingently require the Operating Partnership to make payments to a guaranteed third-party based on changes in an underlying asset,
liability, or an equity security of the guaranteed party. The adoption of FIN 45 on January 1, 2003 did not have a material effect on the Operating Partnership's financial statements.

FASB Interpretation No. 46

On January 17, 2003, the FASB issued Interpretation No. 46, Consolidation of Variable Interest Entities ("FIN 46"), the primary objective of which
is to provide guidance on the identification of entities for which control is achieved through means other than voting rights ("variable interest entities" or "VIEs") and to determine when and which
business enterprise should consolidate the VIE (the "primary beneficiary"). In December 2003, the FASB issued a revised FIN 46 which modifies and clarifies various aspects of the original
Interpretation. FIN 46 applies when either (1) the equity investors (if any) lack one or more of the essential characteristics of a controlling financial interest,

107

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(2) the
equity investment at risk is insufficient to finance that entity's activities without additional subordinated financial support or (3) the equity investors have voting rights
that are not proportionate to their economic interests, and the activities of the entity involve or are conducted on behalf of an investor with a disproportionately small voting interest. In addition,
FIN 46 requires additional disclosures.

FIN
46 is effective immediately for VIEs created after January 31, 2003, and to VIEs in which an enterprise obtains an interest after that date. Subsequent to January 31,
2003, the Operating Partnership has not created or obtained an interest in a VIE. For variable interests in a VIE created or obtained prior to February 1, 2003, FIN 46 is effective for periods
ending after March 15, 2004. The Operating Partnership is still evaluating the potential impact of the adoption of FIN 46 on the Operating Partnership's financial statements for its investments
in unconsolidated joint ventures created or obtained prior to February 1, 2003.

FASB No. 150

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

This
statement was affective for financial statements entered into or modified after May 31, 2003, and otherwise was effective for the Operating Partnership as of July 1,
2003. On November 7, 2003, the FASB indefinitely deferred the classification and measurement provisions of SFAS No. 150 as they apply to certain mandatorily redeemable noncontrolling
interests. This deferral is expected to remain in effect while these provisions are further evaluated by the FASB. Based on the FASB's deferral of this provision, the adoption of SFAS No. 150
did not have an impact on the Operating Partnership's financial statements.

108

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20.   CONDENSED QUARTERLY FINANCIAL INFORMATION (unaudited)

The following summarizes the condensed quarterly financial information for the Operating Partnership:

|Quarter Ended 2003:                                                                          |                                                  | December 31 |         | September 30 |   | June 30 |         | March 31 |        
|-------------------------------------------------------------------------------------------- | ------------------------------------------------ | ----------- | ------- | ------------ | - | ------- | ------- | -------- | -------
|Total revenues                                                                               |                                                  | $           | 147,603 |              | $ | 146,671 |         | $        | 144,659
|                                                                                             |                                                  |             |         |              |   |         |         |          |        
|Operating and other expenses                                                                 |                                                  |             | 46,326  |              |   | 45,173  |         |          | 43,247 
|General and administrative                                                                   |                                                  |             | 9,149   |              |   | 8,651   |         |          | 6,908  
|Depreciation and amortization                                                                |                                                  |             | 31,581  |              |   | 29,348  |         |          | 29,183 
|Interest expense                                                                             |                                                  |             | 29,167  |              |   | 28,911  |         |          | 28,722 
|Interest income                                                                              |                                                  |             | (264    | )            |   | (244    | )       |          | (265   
|Loss on early retirement of debt, net                                                        |                                                  |             |        |              |   |        |         |          | 970    
|                                                                                             |                                                  |             |         |              |   |         |         |          |        
|                                                                                             | Total expenses                                   |             |         | 115,959      |   |         | 111,839 |          |        
|                                                                                             |                                                  |             |         |              |   |         |         |          |        
|Income from continuing operations before equity in earnings in unconsolidated joint ventures |                                                  |             | 31,644  |              |   | 34,832  |         |          | 35,894 
|Equity in earnings of unconsolidated joint ventures, net                                     |                                                  |             | 706     |              |   | 3,575   |         |          | 6,819  
|Gain on sale of investment in unconsolidated joint ventures                                  |                                                  |             | 812     |              |   | 23,140  |         |          |       
|                                                                                             |                                                  |             |         |              |   |         |         |          |        
|Income before continuing operation                                                           |                                                  |             | 33,162  |              |   | 61,547  |         |          | 42,713 
|Discontinued operations:                                                                     |                                                  |             |         |              |   |         |         |          |        
|                                                                                             | Income (loss) from discontinued operations       |             |         | 119          |   |         | 52      |          |        
|                                                                                             | Realized gains on disposition of rental property |             |         | 2,216        |   |         |        |          |        
|                                                                                             |                                                  |             |         |              |   |         |         |          |        
|Total discontinued operations, net                                                           |                                                  |             | 2,335   |              |   | 52      |         |          | 18     
|Realized gains (losses) and unrealized losses on disposition of rental property, net         |                                                  |             |        |              |   |        |         |          |       
|                                                                                             |                                                  |             |         |              |   |         |         |          |        
|Net income                                                                                   |                                                  |             | 35,497  |              |   | 61,599  |         |          | 42,731 
|Preferred unit distributions                                                                 |                                                  |             | (4,409  | )            |   | (4,417  | )       |          | (4,589 
|                                                                                             |                                                  |             |         |              |   |         |         |          |        
|Net income available to common unitholders                                                   |                                                  | $           | 31,088  |              | $ | 57,182  |         | $        | 38,142 
|                                                                                             |                                                  |             |         |              |   |         |         |          |        
|Basic earning per unit:                                                                      |                                                  |             |         |              |   |         |         |          |        
|Income from continuing operations                                                            |                                                  | $           | 0.43    |              | $ | 0.87    |         | $        | 0.58   
|Discontinued operations                                                                      |                                                  |             | 0.04    |              |   |        |         |          |       
|                                                                                             |                                                  |             |         |              |   |         |         |          |        
|Net income available to common unitholders                                                   |                                                  | $           | 0.47    |              | $ | 0.87    |         | $        | 0.58   
|                                                                                             |                                                  |             |         |              |   |         |         |          |        
|Diluted earnings per unit:                                                                   |                                                  |             |         |              |   |         |         |          |        
|Income from continuing operations                                                            |                                                  | $           | 0.43    |              | $ | 0.84    |         | $        | 0.58   
|Discontinued operations                                                                      |                                                  |             | 0.04    |              |   |        |         |          |       
|                                                                                             |                                                  |             |         |              |   |         |         |          |        
|Net income available to common unitholders                                                   |                                                  | $           | 0.47    |              | $ | 0.84    |         | $        | 0.58   
|                                                                                             |                                                  |             |         |              |   |         |         |          |        
|Distributions declared per common unit                                                       |                                                  | $           | 0.63    |              | $ | 0.63    |         | $        | 0.63   
|                                                                                             |                                                  |             |         |              |   |         |         |          |        

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|Quarter Ended 2002:                                                                                                |                                            | December 31 |         | September 30 |   | June 30 |        | March 31 |        
|------------------------------------------------------------------------------------------------------------------ | ------------------------------------------ | ----------- | ------- | ------------ | - | ------- | ------ | -------- | -------
|Total revenues                                                                                                     |                                            | $           | 139,880 |              | $ | 141,669 |        | $        | 140,108
|                                                                                                                   |                                            |             |         |              |   |         |        |          |        
|Operating and other expenses                                                                                       |                                            |             | 42,705  |              |   | 41,356  |        |          | 40,591 
|General and administrative                                                                                         |                                            |             | 6,885   |              |   | 5,509   |        |          | 7,885  
|Depreciation and amortization                                                                                      |                                            |             | 28,910  |              |   | 27,592  |        |          | 27,507 
|Interest expense                                                                                                   |                                            |             | 29,439  |              |   | 26,429  |        |          | 25,596 
|Interest income                                                                                                    |                                            |             | (775    | )            |   | (741    | )      |          | (446   
|                                                                                                                   |                                            |             |         |              |   |         |        |          |        
|Total expenses                                                                                                     |                                            |             | 107,164 |              |   | 100,145 |        |          | 101,133
|                                                                                                                   |                                            |             |         |              |   |         |        |          |        
|Income from continuing operations before minority interest and equity in earnings in unconsolidated joint ventures |                                            |             | 32,716  |              |   | 41,524  |        |          | 38,975 
|Equity in earnings of unconsolidated joint ventures                                                                |                                            |             |         |              |   |         |        |          |        
|Equity in earnings of unconsolidated joint ventures, net                                                           |                                            |             | 4,520   |              |   | 2,204   |        |          | 9,374  
|                                                                                                                   |                                            |             |         |              |   |         |        |          |        
|Income before continuing operation                                                                                 |                                            |             | 37,236  |              |   | 43,728  |        |          | 48,349 
|Discontinued operations:                                                                                           |                                            |             |         |              |   |         |        |          |        
|                                                                                                                   | Income (loss) from discontinued operations |             |         | 547          |   |         | (1,365 | )        |        
|                                                                                                                   |                                            |             |         |              |   |         |        |          |        
|Total discontinued operations, net                                                                                 |                                            |             | 547     |              |   | (1,365  | )      |          | 246    
|Realized gains (losses) and unrealized losses on disposition of rental property, net                               |                                            |             | 45      |              |   | 456     |        |          | (4,840 
|                                                                                                                   |                                            |             |         |              |   |         |        |          |        
|Net income                                                                                                         |                                            |             | 37,828  |              |   | 42,819  |        |          | 43,755 
|Preferred unit distributions                                                                                       |                                            |             | (3,925  | )            |   | (3,925  | )      |          | (3,863 
|Net income available to common unitholders                                                                         |                                            | $           | 33,903  |              | $ | 38,894  |        | $        | 39,892 
|                                                                                                                   |                                            |             |         |              |   |         |        |          |        
|Basic earning per unit:                                                                                            |                                            |             |         |              |   |         |        |          |        
|Income from continuing operations                                                                                  |                                            | $           | 0.51    |              | $ | 0.62    |        | $        | 0.61   
|Discontinued operations                                                                                            |                                            |             | 0.01    |              |   | (0.02   | )      |          |       
|                                                                                                                   |                                            |             |         |              |   |         |        |          |        
|Net income available to common unitholders                                                                         |                                            | $           | 0.52    |              | $ | 0.60    |        | $        | 0.61   
|                                                                                                                   |                                            |             |         |              |   |         |        |          |        
|Diluted earnings per unit:                                                                                         |                                            |             |         |              |   |         |        |          |        
|Income from continuing operations                                                                                  |                                            | $           | 0.51    |              | $ | 0.61    |        | $        | 0.61   
|Discontinued operations                                                                                            |                                            |             | 0.01    |              |   | (0.02   | )      |          |       
|                                                                                                                   |                                            |             |         |              |   |         |        |          |        
|Net income available to common unitholders                                                                         |                                            | $           | 0.52    |              | $ | 0.59    |        | $        | 0.61   
|                                                                                                                   |                                            |             |         |              |   |         |        |          |        
|Distributions declared per common unit                                                                             |                                            | $           | 0.63    |              | $ | 0.63    |        | $        | 0.62   
|                                                                                                                   |                                            |             |         |              |   |         |        |          |        

110

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SCHEDULE III

MACK-CALI REALTY, L.P.        REAL ESTATE INVESTMENTS AND ACCUMULATED DEPRECIATION        December 31, 2003  (dollars in thousands)

|                              |  |      |  |      |  |  |        |  |  |        |  |  |        | Gross Amount at Which Carried at
Close of Period (a) |  |       
|----------------------------- |  | ---- |  | ---- |  |  | ------ |  |  | ------ |  |  | ------ | ---------------------------------------------------- |  | ------
|
|
|ATLANTIC COUNTY, NEW JERSEY   |  |      | 
|Egg Harbor                    |  |      |  |      |  |  |        |  |  |        |  |  |        |                                                      |  |       
|100 Decadon Drive (O)         |  | 1987 |  | 1995 |  |  |       |  |  | 300    |  |  | 3,282  |                                                      |  | 392   
|200 Decadon Drive (O)         |  | 1991 |  | 1995 |  |  |       |  |  | 369    |  |  | 3,241  |                                                      |  | 459   
|BERGEN COUNTY, NEW JERSEY     |  |      | 
|Fair Lawn                     |  |      |  |      |  |  |        |  |  |        |  |  |        |                                                      |  |       
|17-17 Rte 208 North (O)       |  | 1987 |  | 1995 |  |  |       |  |  | 3,067  |  |  | 19,415 |                                                      |  | 2,352 
|Fort Lee                      |  |      |  |      |  |  |        |  |  |        |  |  |        |                                                      |  |       
|One Bridge Plaza (O)          |  | 1981 |  | 1996 |  |  |       |  |  | 2,439  |  |  | 24,462 |                                                      |  | 2,803 
|2115 Linwood Avenue (O)       |  | 1981 |  | 1998 |  |  |       |  |  | 474    |  |  | 4,419  |                                                      |  | 4,992 
|Little Ferry                  |  |      |  |      |  |  |        |  |  |        |  |  |        |                                                      |  |       
|200 Riser Road (O)            |  | 1974 |  | 1997 |  |  | 10,030 |  |  | 3,888  |  |  | 15,551 |                                                      |  | 246   
|Montvale                      |  |      |  |      |  |  |        |  |  |        |  |  |        |                                                      |  |       
|95 Chestnut Ridge Road (O)    |  | 1975 |  | 1997 |  |  | 2,135  |  |  | 1,227  |  |  | 4,907  |                                                      |  | 718   
|135 Chestnut Ridge Road (O)   |  | 1981 |  | 1997 |  |  |       |  |  | 2,587  |  |  | 10,350 |                                                      |  | 2,311 
|Paramus                       |  |      |  |      |  |  |        |  |  |        |  |  |        |                                                      |  |       
|15 East Midland Avenue (O)    |  | 1988 |  | 1997 |  |  | 24,790 |  |  | 10,375 |  |  | 41,497 |                                                      |  | 71    
|461 From Road (O)             |  | 1988 |  | 1997 |  |  | 35,000 |  |  | 13,194 |  |  | 52,778 |                                                      |  | 243   
|650 From Road (O)             |  | 1978 |  | 1997 |  |  | 23,316 |  |  | 10,487 |  |  | 41,949 |                                                      |  | 4,447 
|140 Ridgewood Avenue (O)      |  | 1981 |  | 1997 |  |  | 15,392 |  |  | 7,932  |  |  | 31,463 |                                                      |  | 1,716 
|61 South Paramus Avenue (O)   |  | 1985 |  | 1997 |  |  | 15,776 |  |  | 9,005  |  |  | 36,018 |                                                      |  | 5,162 
|Rochelle Park                 |  |      |  |      |  |  |        |  |  |        |  |  |        |                                                      |  |       
|120 Passaic Street (O)        |  | 1972 |  | 1997 |  |  |       |  |  | 1,354  |  |  | 5,415  |                                                      |  | 102   
|365 West Passaic Street (O)   |  | 1976 |  | 1997 |  |  | 7,468  |  |  | 4,148  |  |  | 16,592 |                                                      |  | 2,536 
|Upper Saddle River           |  |      |  |      |  |  |        |  |  |        |  |  |        |                                                      |  |       
|1 Lake Street (O)             |  | 1994 |  | 1997 |  |  | 35,789 |  |  | 13,952 |  |  | 55,812 |                                                      |  | 6     
|10 Mountainview Road (O)      |  | 1986 |  | 1998 |  |  |       |  |  | 4,240  |  |  | 20,485 |                                                      |  | 374   
|Woodcliff Lake                |  |      |  |      |  |  |        |  |  |        |  |  |        |                                                      |  |       
|400 Chestnut Ridge Road (O)   |  | 1982 |  | 1997 |  |  | 10,374 |  |  | 4,201  |  |  | 16,802 |                                                      |  | 4,364 
|470 Chestnut Ridge Road (O)   |  | 1987 |  | 1997 |  |  | 4,087  |  |  | 2,346  |  |  | 9,385  |                                                      |  | 2     
|530 Chestnut Ridge Road (O)   |  | 1986 |  | 1997 |  |  | 4,032  |  |  | 1,860  |  |  | 7,441  |                                                      |  | 3     
|300 Tice Boulevard (O)        |  | 1991 |  | 1996 |  |  |       |  |  | 5,424  |  |  | 29,688 |                                                      |  | 2,945 
|50 Tice Boulevard (O)         |  | 1984 |  | 1994 |  |  | 13,829 |  |  | 4,500  |  |  |       |                                                      |  | 27,027
|BURLINGTON COUNTY, NEW JERSEY |  |      | 
|Burlington                    |  |      |  |      |  |  |        |  |  |        |  |  |        |                                                      |  |       
|3 Terri Lane (F)              |  | 1991 |  | 1998 |  |  |       |  |  | 652    |  |  | 3,433  |                                                      |  | 1,101 
|5 Terri Lane (F)              |  | 1992 |  | 1998 |  |  |       |  |  | 564    |  |  | 3,792  |                                                      |  | 1,823 
|Moorestown                    |  |      |  |      |  |  |        |  |  |        |  |  |        |                                                      |  |       
|2 Commerce Drive (F)          |  | 1986 |  | 1999 |  |  |       |  |  | 723    |  |  | 2,893  |                                                      |  | 59    
|101 Commerce Drive (F)        |  | 1988 |  | 1998 |  |  |       |  |  | 422    |  |  | 3,528  |                                                      |  | 298   
|102 Commerce Drive (F)        |  | 1987 |  | 1999 |  |  |       |  |  | 389    |  |  | 1,554  |                                                      |  | 59    
|201 Commerce Drive (F)        |  | 1986 |  | 1998 |  |  |       |  |  | 254    |  |  | 1,694  |                                                      |  | 232   
|202 Commerce Drive (F)        |  | 1988 |  | 1999 |  |  |       |  |  | 490    |  |  | 1,963  |                                                      |  | 52    
|1 Executive Drive (F)         |  | 1989 |  | 1998 |  |  |       |  |  | 226    |  |  | 1,453  |                                                      |  | 216   
|2 Executive Drive (F)         |  | 1988 |  | 2000 |  |  |       |  |  | 801    |  |  | 3,206  |                                                      |  | 250   
|101 Executive Drive (F)       |  | 1990 |  | 1998 |  |  |       |  |  | 241    |  |  | 2,262  |                                                      |  | 311   
|102 Executive Drive (F)       |  | 1990 |  | 1998 |  |  |       |  |  | 353    |  |  | 3,607  |                                                      |  | 323   
|225 Executive Drive (F)       |  | 1990 |  | 1998 |  |  |       |  |  | 323    |  |  | 2,477  |                                                      |  | 226   
|97 Foster Road (F)            |  | 1982 |  | 1998 |  |  |       |  |  | 208    |  |  | 1,382  |                                                      |  | 145   
|1507 Lancer Drive (F)         |  | 1995 |  | 1998 |  |  |       |  |  | 119    |  |  | 1,106  |                                                      |  | 44    
|1510 Lancer Drive (F)         |  | 1998 |  | 1998 |  |  |       |  |  | 732    |  |  | 2,928  |                                                      |  | 41    
|840 North Lenola Road (F)     |  | 1995 |  | 1998 |  |  |       |  |  | 329    |  |  | 2,366  |                                                      |  | 202   

111

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|                                         |  |      |  |      |  |  |        |  |  |        |  |  |         | Gross Amount at Which Carried at
Close of Period (a) |  |       
|---------------------------------------- |  | ---- |  | ---- |  |  | ------ |  |  | ------ |  |  | ------- | ---------------------------------------------------- |  | ------
|
|
|844 North Lenola Road (F)                |  | 1995 |  | 1998 |  |  |       |  |  | 239    |  |  | 1,714   |                                                      |  | 112   
|915 North Lenola Road (F)                |  | 1998 |  | 2000 |  |  |       |  |  | 508    |  |  | 2,034   |                                                      |  | 226   
|1245 North Church Street (F)             |  | 1998 |  | 2001 |  |  |       |  |  | 691    |  |  | 2,810   |                                                      |  | 17    
|1247 North Church Street (F)             |  | 1998 |  | 2001 |  |  |       |  |  | 805    |  |  | 3,269   |                                                      |  | 17    
|1256 North Church (F)                    |  | 1984 |  | 1998 |  |  |       |  |  | 354    |  |  | 3,098   |                                                      |  | 368   
|224 Strawbridge Drive (O)                |  | 1984 |  | 1997 |  |  |       |  |  | 766    |  |  | 4,335   |                                                      |  | 3,286 
|228 Strawbridge Drive (O)                |  | 1984 |  | 1997 |  |  |       |  |  | 766    |  |  | 4,334   |                                                      |  | 3,007 
|2 Twosome Drive (F)                      |  | 2000 |  | 2001 |  |  |       |  |  | 701    |  |  | 2,807   |                                                      |  | 18    
|30 Twosome Drive (F)                     |  | 1997 |  | 1998 |  |  |       |  |  | 234    |  |  | 1,954   |                                                      |  | 66    
|31 Twosome Drive (F)                     |  | 1998 |  | 2001 |  |  |       |  |  | 815    |  |  | 3,276   |                                                      |  | 102   
|40 Twosome Drive (F)                     |  | 1996 |  | 1998 |  |  |       |  |  | 297    |  |  | 2,393   |                                                      |  | 87    
|41 Twosome Drive (F)                     |  | 1998 |  | 2001 |  |  |       |  |  | 605    |  |  | 2,459   |                                                      |  | 12    
|50 Twosome Drive (F)                     |  | 1997 |  | 1998 |  |  |       |  |  | 301    |  |  | 2,330   |                                                      |  | 89    
|West Deptford                            |  |      |  |      |  |  |        |  |  |        |  |  |         |                                                      |  |       
|1451 Metropolitan Drive (F)              |  | 1996 |  | 1998 |  |  |       |  |  | 203    |  |  | 1,189   |                                                      |  | 30    
|ESSEX COUNTY, NEW JERSEY                 |  |      | 
|Millburn                                 |  |      |  |      |  |  |        |  |  |        |  |  |         |                                                      |  |       
|150 J.F. Kennedy Parkway (O)             |  | 1980 |  | 1997 |  |  | 23,592 |  |  | 12,606 |  |  | 50,425  |                                                      |  | 6,772 
|Roseland                                 |  |      |  |      |  |  |        |  |  |        |  |  |         |                                                      |  |       
|101 Eisenhower Parkway (O)               |  | 1980 |  | 1994 |  |  |       |  |  | 228    |  |  |        |                                                      |  | 15,170
|103 Eisenhower Parkway (O)               |  | 1985 |  | 1994 |  |  |       |  |  |       |  |  |        |                                                      |  | 13,816
|105 Eisenhower Parkway (O)               |  | 2001 |  | 2001 |  |  |       |  |  | 4,430  |  |  | 42,898  |                                                      |  | 1,836 
|HUDSON COUNTY, NEW JERSEY                |  |      | 
|Jersey City                              |  |      |  |      |  |  |        |  |  |        |  |  |         |                                                      |  |       
|Harborside Financial Center Plaza 1 (O)  |  | 1983 |  | 1996 |  |  |       |  |  | 3,923  |  |  | 51,013  |                                                      |  |      
|Harborside Financial Center Plaza 2 (O)  |  | 1990 |  | 1996 |  |  | 76,801 |  |  | 17,655 |  |  | 101,546 |                                                      |  | 10,205
|Harborside Financial Center Plaza 3 (O)  |  | 1990 |  | 1996 |  |  | 76,802 |  |  | 17,655 |  |  | 101,878 |                                                      |  | 9,874 
|Harborside Financial Center Plaza 4A (O) |  | 2000 |  | 2000 |  |  |       |  |  | 1,244  |  |  | 56,144  |                                                      |  | 7,745 
|Harborside Financial Center Plaza 5 (O)  |  | 2002 |  | 2002 |  |  |       |  |  | 6,218  |  |  | 170,682 |                                                      |  | 35,496
|MERCER COUNTY, NEW JERSEY                |  |      | 
|Hamilton Township                        |  |      |  |      |  |  |        |  |  |        |  |  |         |                                                      |  |       
|100 Horizon Drive (F)                    |  | 1989 |  | 1995 |  |  |       |  |  | 205    |  |  | 1,676   |                                                      |  | 618   
|200 Horizon Drive (F)                    |  | 1991 |  | 1995 |  |  |       |  |  | 205    |  |  | 3,027   |                                                      |  | 807   
|300 Horizon Drive (F)                    |  | 1989 |  | 1995 |  |  |       |  |  | 379    |  |  | 4,355   |                                                      |  | 1,323 
|500 Horizon Drive (F)                    |  | 1990 |  | 1995 |  |  |       |  |  | 379    |  |  | 3,395   |                                                      |  | 1,316 
|600 Horizon Drive (F)                    |  | 2002 |  | 2002 |  |  |       |  |  |       |  |  | 7,549   |                                                      |  | 248   
|Princeton                                |  |      |  |      |  |  |        |  |  |        |  |  |         |                                                      |  |       
|103 Carnegie Center (O)                  |  | 1984 |  | 1996 |  |  |       |  |  | 2,566  |  |  | 7,868   |                                                      |  | 1,001 
|100 Overlook Center (O)                  |  | 1988 |  | 1997 |  |  |       |  |  | 2,378  |  |  | 21,754  |                                                      |  | 1,736 
|5 Vaughn Drive (O)                       |  | 1987 |  | 1995 |  |  |       |  |  | 657    |  |  | 9,800   |                                                      |  | 1,266 
|MIDDLESEX COUNTY, NEW JERSEY             |  |      | 
|East Brunswick                           |  |      |  |      |  |  |        |  |  |        |  |  |         |                                                      |  |       
|377 Summerhill Road (O)                  |  | 1977 |  | 1997 |  |  |       |  |  | 649    |  |  | 2,594   |                                                      |  | 252   
|Plainsboro                               |  |      |  |      |  |  |        |  |  |        |  |  |         |                                                      |  |       
|500 College Road East (O)                |  | 1984 |  | 1998 |  |  |       |  |  | 614    |  |  | 20,626  |                                                      |  | 399   
|South Brunswick                          |  |      |  |      |  |  |        |  |  |        |  |  |         |                                                      |  |       
|3 Independence Way (O)                   |  | 1983 |  | 1997 |  |  |       |  |  | 1,997  |  |  | 11,391  |                                                      |  | 434   
|Woodbridge                               |  |      |  |      |  |  |        |  |  |        |  |  |         |                                                      |  |       
|581 Main Street (O)                      |  | 1991 |  | 1997 |  |  | 17,500 |  |  | 3,237  |  |  | 12,949  |                                                      |  | 19,810

112

---

|                              |  |      |  |      |  |  |        |  |  |        |  |  |        | Gross Amount at Which Carried at
Close of Period (a) |  |       
|----------------------------- |  | ---- |  | ---- |  |  | ------ |  |  | ------ |  |  | ------ | ---------------------------------------------------- |  | ------
|
|
|MONMOUTH COUNTY, NEW JERSEY   |  |      | 
|Neptune                       |  |      |  |      |  |  |        |  |  |        |  |  |        |                                                      |  |       
|3600 Route 66 (O)             |  | 1989 |  | 1995 |  |  |       |  |  | 1,098  |  |  | 18,146 |                                                      |  | 1,255 
|Wall Township                 |  |      |  |      |  |  |        |  |  |        |  |  |        |                                                      |  |       
|1305 Campus Parkway (O)       |  | 1988 |  | 1995 |  |  |       |  |  | 335    |  |  | 2,560  |                                                      |  | 123   
|1325 Campus Parkway (F)       |  | 1988 |  | 1995 |  |  |       |  |  | 270    |  |  | 2,928  |                                                      |  | 567   
|1340 Campus Parkway (F)       |  | 1992 |  | 1995 |  |  |       |  |  | 489    |  |  | 4,621  |                                                      |  | 652   
|1345 Campus Parkway (F)       |  | 1995 |  | 1997 |  |  |       |  |  | 1,023  |  |  | 5,703  |                                                      |  | 864   
|1350 Campus Parkway (O)       |  | 1990 |  | 1995 |  |  |       |  |  | 454    |  |  | 7,134  |                                                      |  | 1,227 
|1433 Highway 34 (F)           |  | 1985 |  | 1995 |  |  |       |  |  | 889    |  |  | 4,321  |                                                      |  | 1,154 
|1320 Wyckoff Avenue (F)       |  | 1986 |  | 1995 |  |  |       |  |  | 255    |  |  | 1,285  |                                                      |  | 61    
|1324 Wyckoff Avenue (F)       |  | 1987 |  | 1995 |  |  |       |  |  | 230    |  |  | 1,439  |                                                      |  | 126   
|MORRIS COUNTY, NEW JERSEY     |  |      | 
|Florham Park                  |  |      |  |      |  |  |        |  |  |        |  |  |        |                                                      |  |       
|325 Columbia Parkway (O)      |  | 1987 |  | 1994 |  |  |       |  |  | 1,564  |  |  |       |                                                      |  | 15,554
|Morris Plains                 |  |      |  |      |  |  |        |  |  |        |  |  |        |                                                      |  |       
|250 Johnson Road (O)          |  | 1977 |  | 1997 |  |  |       |  |  | 2,004  |  |  | 8,016  |                                                      |  | 574   
|201 Littleton Road (O)        |  | 1979 |  | 1997 |  |  |       |  |  | 2,407  |  |  | 9,627  |                                                      |  | 751   
|Morris Township               |  |      |  |      |  |  |        |  |  |        |  |  |        |                                                      |  |       
|340 Mt. Kemble Avenue (O)     |  | 1985 |  | 1997 |  |  | 32,178 |  |  | 13,624 |  |  | 54,496 |                                                      |  | 40    
|Parsippany                    |  |      |  |      |  |  |        |  |  |        |  |  |        |                                                      |  |       
|4 Campus Drive (O)            |  | 1983 |  | 2001 |  |  |       |  |  | 5,213  |  |  | 20,984 |                                                      |  | 466   
|6 Campus Drive (O)            |  | 1983 |  | 2001 |  |  |       |  |  | 4,411  |  |  | 17,796 |                                                      |  | 539   
|7 Campus Drive (O)            |  | 1982 |  | 1998 |  |  |       |  |  | 1,932  |  |  | 27,788 |                                                      |  | 107   
|8 Campus Drive (O)            |  | 1987 |  | 1998 |  |  |       |  |  | 1,865  |  |  | 35,456 |                                                      |  | 1,606 
|9 Campus Drive (O)            |  | 1983 |  | 2001 |  |  |       |  |  | 3,277  |  |  | 11,796 |                                                      |  | 16,508
|2 Dryden Way (O)              |  | 1990 |  | 1998 |  |  |       |  |  | 778    |  |  | 420    |                                                      |  | 13    
|4 Gatehall Drive (O)          |  | 1988 |  | 2000 |  |  |       |  |  | 8,452  |  |  | 33,929 |                                                      |  | 586   
|2 Hilton Court (O)            |  | 1991 |  | 1998 |  |  |       |  |  | 1,971  |  |  | 32,007 |                                                      |  | 1,479 
|1633 Littleton Road (O)       |  | 1978 |  | 2002 |  |  |       |  |  | 2,283  |  |  | 9,550  |                                                      |  | 163   
|600 Parsippany Road (O)       |  | 1978 |  | 1994 |  |  |       |  |  | 1,257  |  |  | 5,594  |                                                      |  | 1,276 
|1 Sylvan Way (O)              |  | 1989 |  | 1998 |  |  |       |  |  | 1,689  |  |  | 24,699 |                                                      |  | 394   
|5 Sylvan Way (O)              |  | 1989 |  | 1998 |  |  |       |  |  | 1,160  |  |  | 25,214 |                                                      |  | 1,181 
|7 Sylvan Way (O)              |  | 1987 |  | 1998 |  |  |       |  |  | 2,084  |  |  | 26,083 |                                                      |  | 2,092 
|PASSAIC COUNTY, NEW JERSEY    |  |      | 
|Clifton                       |  |      |  |      |  |  |        |  |  |        |  |  |        |                                                      |  |       
|777 Passaic Avenue (O)        |  | 1983 |  | 1994 |  |  |       |  |  |       |  |  |       |                                                      |  | 7,289 
|Totowa                        |  |      |  |      |  |  |        |  |  |        |  |  |        |                                                      |  |       
|1 Center Court (F)            |  | 1999 |  | 1999 |  |  |       |  |  | 270    |  |  | 1,824  |                                                      |  | 713   
|2 Center Court (F)            |  | 1998 |  | 1998 |  |  |       |  |  | 191    |  |  |       |                                                      |  | 2,603 
|11 Commerce Way (F)           |  | 1989 |  | 1995 |  |  |       |  |  | 586    |  |  | 2,986  |                                                      |  | 272   
|20 Commerce Way (F)           |  | 1992 |  | 1995 |  |  |       |  |  | 516    |  |  | 3,108  |                                                      |  | (56   
|29 Commerce Way (F)           |  | 1990 |  | 1995 |  |  |       |  |  | 586    |  |  | 3,092  |                                                      |  | 1,055 
|40 Commerce Way (F)           |  | 1987 |  | 1995 |  |  |       |  |  | 516    |  |  | 3,260  |                                                      |  | 438   
|45 Commerce Way (F)           |  | 1992 |  | 1995 |  |  |       |  |  | 536    |  |  | 3,379  |                                                      |  | 197   
|60 Commerce Way (F)           |  | 1988 |  | 1995 |  |  |       |  |  | 526    |  |  | 3,257  |                                                      |  | 368   
|80 Commerce Way (F)           |  | 1996 |  | 1996 |  |  |       |  |  | 227    |  |  |       |                                                      |  | 1,675 
|100 Commerce Way (F)          |  | 1996 |  | 1996 |  |  |       |  |  | 226    |  |  |       |                                                      |  | 1,674 
|120 Commerce Way (F)          |  | 1994 |  | 1995 |  |  |       |  |  | 228    |  |  |       |                                                      |  | 1,211 
|140 Commerce Way (F)          |  | 1994 |  | 1995 |  |  |       |  |  | 229    |  |  |       |                                                      |  | 1,212 
|999 Riverview Drive (O)       |  | 1988 |  | 1995 |  |  |       |  |  | 476    |  |  | 6,024  |                                                      |  | 671   
|Wayne                         |  |      |  |      |  |  |        |  |  |        |  |  |        |                                                      |  |       
|201 Willowbrook Boulevard (O) |  | 1970 |  | 1997 |  |  |       |  |  | 3,103  |  |  | 12,410 |                                                      |  | 5,183 
|SOMERSET COUNTY, NEW JERSEY   |  |      | 
|Basking Ridge                 |  |      |  |      |  |  |        |  |  |        |  |  |        |                                                      |  |       

113

---

|                             |  |      |  |      |  |  |        |  |  |        |  |  |        | Gross Amount at Which Carried at
Close of Period (a) |  |       
|---------------------------- |  | ---- |  | ---- |  |  | ------ |  |  | ------ |  |  | ------ | ---------------------------------------------------- |  | ------
|
|
|106 Allen Road (O)           |  | 2000 |  | 2000 |  |  |       |  |  | 3,853  |  |  | 14,465 |                                                      |  | 2,329 
|222 Mt. Airy Road (O)        |  | 1986 |  | 1996 |  |  | 3,386  |  |  | 775    |  |  | 3,636  |                                                      |  | 17    
|233 Mt. Airy Road (O)        |  | 1987 |  | 1996 |  |  |       |  |  | 1,034  |  |  | 5,033  |                                                      |  | 1,646 
|Bridgewater                  |  |      |  |      |  |  |        |  |  |        |  |  |        |                                                      |  |       
|721 Route 202/206 (O)        |  | 1989 |  | 1997 |  |  | 23,000 |  |  | 6,730  |  |  | 26,919 |                                                      |  | 634   
|UNION COUNTY, NEW JERSEY     |  |      | 
|Clark                        |  |      |  |      |  |  |        |  |  |        |  |  |        |                                                      |  |       
|100 Walnut Avenue (O)        |  | 1985 |  | 1994 |  |  |       |  |  |       |  |  |       |                                                      |  | 18,812
|Cranford                     |  |      |  |      |  |  |        |  |  |        |  |  |        |                                                      |  |       
|6 Commerce Drive (O)         |  | 1973 |  | 1994 |  |  |       |  |  | 250    |  |  |       |                                                      |  | 2,898 
|11 Commerce Drive (O)        |  | 1981 |  | 1994 |  |  |       |  |  | 470    |  |  |       |                                                      |  | 6,159 
|12 Commerce Drive (O)        |  | 1967 |  | 1997 |  |  |       |  |  | 887    |  |  | 3,549  |                                                      |  | 1,452 
|14 Commerce Drive (O)        |  | 1971 |  | 2003 |  |  |       |  |  | 1,283  |  |  | 6,344  |                                                      |  | 5     
|20 Commerce Drive (O)        |  | 1990 |  | 1994 |  |  |       |  |  | 2,346  |  |  |       |                                                      |  | 22,307
|25 Commerce Drive (O)        |  | 1971 |  | 2002 |  |  |       |  |  | 1,520  |  |  | 6,186  |                                                      |  | 61    
|65 Jackson Drive (O)         |  | 1984 |  | 1994 |  |  |       |  |  | 541    |  |  |       |                                                      |  | 7,127 
|New Providence               |  |      |  |      |  |  |        |  |  |        |  |  |        |                                                      |  |       
|890 Mountain Road (O)        |  | 1977 |  | 1997 |  |  |       |  |  | 2,796  |  |  | 11,185 |                                                      |  | 4,573 
|DUTCHESS COUNTY, NEW YORK    |  |      | 
|Fishkill                     |  |      |  |      |  |  |        |  |  |        |  |  |        |                                                      |  |       
|300 South Lake Drive (O)     |  | 1987 |  | 1997 |  |  |       |  |  | 2,258  |  |  | 9,031  |                                                      |  | 983   
|NASSAU COUNTY, NEW YORK      |  |      | 
|North Hempstead              |  |      |  |      |  |  |        |  |  |        |  |  |        |                                                      |  |       
|600 Community Drive (O)      |  | 1983 |  | 1997 |  |  |       |  |  | 11,018 |  |  | 44,070 |                                                      |  | 540   
|111 East Shore Road (O)      |  | 1980 |  | 1997 |  |  |       |  |  | 2,093  |  |  | 8,370  |                                                      |  | 365   
|ROCKLAND COUNTY, NEW YORK    |  |      | 
|Suffern                      |  |      |  |      |  |  |        |  |  |        |  |  |        |                                                      |  |       
|400 Rella Boulevard (O)      |  | 1988 |  | 1995 |  |  |       |  |  | 1,090  |  |  | 13,412 |                                                      |  | 3,037 
|WESTCHESTER COUNTY, NEW YORK |  |      | 
|Elmsford                     |  |      |  |      |  |  |        |  |  |        |  |  |        |                                                      |  |       
|11 Clearbrook Road (F)       |  | 1974 |  | 1997 |  |  |       |  |  | 149    |  |  | 2,159  |                                                      |  | 237   
|75 Clearbrook Road (F)       |  | 1990 |  | 1997 |  |  |       |  |  | 2,314  |  |  | 4,716  |                                                      |  | 5     
|100 Clearbrook Road (O)      |  | 1975 |  | 1997 |  |  |       |  |  | 220    |  |  | 5,366  |                                                      |  | 868   
|125 Clearbrook Road (F)      |  | 2002 |  | 2002 |  |  |       |  |  | 1,055  |  |  | 3,676  |                                                      |  | (51   
|150 Clearbrook Road (F)      |  | 1975 |  | 1997 |  |  |       |  |  | 497    |  |  | 7,030  |                                                      |  | 566   
|175 Clearbrook Road (F)      |  | 1973 |  | 1997 |  |  |       |  |  | 655    |  |  | 7,473  |                                                      |  | 777   
|200 Clearbrook Road (F)      |  | 1974 |  | 1997 |  |  |       |  |  | 579    |  |  | 6,620  |                                                      |  | 678   
|250 Clearbrook Road (F)      |  | 1973 |  | 1997 |  |  |       |  |  | 867    |  |  | 8,647  |                                                      |  | 792   
|50 Executive Boulevard (F)   |  | 1969 |  | 1997 |  |  |       |  |  | 237    |  |  | 2,617  |                                                      |  | 97    
|77 Executive Boulevard (F)   |  | 1977 |  | 1997 |  |  |       |  |  | 34     |  |  | 1,104  |                                                      |  | 107   
|85 Executive Boulevard (F)   |  | 1968 |  | 1997 |  |  |       |  |  | 155    |  |  | 2,507  |                                                      |  | 110   
|101 Executive Boulevard (O)  |  | 1971 |  | 1997 |  |  |       |  |  | 267    |  |  | 5,838  |                                                      |  | 686   
|300 Executive Boulevard (F)  |  | 1970 |  | 1997 |  |  |       |  |  | 460    |  |  | 3,609  |                                                      |  | 147   
|350 Executive Boulevard (F)  |  | 1970 |  | 1997 |  |  |       |  |  | 100    |  |  | 1,793  |                                                      |  | 144   
|399 Executive Boulevard (F)  |  | 1962 |  | 1997 |  |  |       |  |  | 531    |  |  | 7,191  |                                                      |  | 167   
|400 Executive Boulevard (F)  |  | 1970 |  | 1997 |  |  |       |  |  | 2,202  |  |  | 1,846  |                                                      |  | 462   
|500 Executive Boulevard (F)  |  | 1970 |  | 1997 |  |  |       |  |  | 258    |  |  | 4,183  |                                                      |  | 577   
|525 Executive Boulevard (F)  |  | 1972 |  | 1997 |  |  |       |  |  | 345    |  |  | 5,499  |                                                      |  | 485   
|700 Executive Boulevard (L)  |  | N/A  |  | 1997 |  |  |       |  |  | 970    |  |  |       |                                                      |  |      
|3 Odell Plaza (O)            |  | 1984 |  | 2003 |  |  |       |  |  | 1,322  |  |  | 4,777  |                                                      |  | 14    
|5 Skyline Drive (F)          |  | 1980 |  | 2001 |  |  |       |  |  | 2,219  |  |  | 8,916  |                                                      |  | 4     
|6 Skyline Drive (F)          |  | 1980 |  | 2001 |  |  |       |  |  | 740    |  |  | 2,971  |                                                      |  | 6     
|555 Taxter Road (O)          |  | 1986 |  | 2000 |  |  |       |  |  | 4,285  |  |  | 17,205 |                                                      |  | 1,320 
|565 Taxter Road (O)          |  | 1988 |  | 2000 |  |  |       |  |  | 4,285  |  |  | 17,205 |                                                      |  | 876   

114

---

|                                  |  |      |  |      |  |  |   |  |  |       |  |  |        | Gross Amount at Which Carried at
Close of Period (a) |  |      
|--------------------------------- |  | ---- |  | ---- |  |  | - |  |  | ----- |  |  | ------ | ---------------------------------------------------- |  | -----
|
|
|570 Taxter Road (O)               |  | 1972 |  | 1997 |  |  |  |  |  | 438   |  |  | 6,078  |                                                      |  | 867  
|1 Warehouse Lane (I)              |  | 1957 |  | 1997 |  |  |  |  |  | 3     |  |  | 268    |                                                      |  | 208  
|2 Warehouse Lane (I)              |  | 1957 |  | 1997 |  |  |  |  |  | 4     |  |  | 672    |                                                      |  | 206  
|3 Warehouse Lane (I)              |  | 1957 |  | 1997 |  |  |  |  |  | 21    |  |  | 1,948  |                                                      |  | 479  
|4 Warehouse Lane (I)              |  | 1957 |  | 1997 |  |  |  |  |  | 84    |  |  | 13,393 |                                                      |  | 1,063
|5 Warehouse Lane (I)              |  | 1957 |  | 1997 |  |  |  |  |  | 19    |  |  | 4,804  |                                                      |  | 857  
|6 Warehouse Lane (I)              |  | 1982 |  | 1997 |  |  |  |  |  | 10    |  |  | 4,419  |                                                      |  | 252  
|1 Westchester Plaza (F)           |  | 1967 |  | 1997 |  |  |  |  |  | 199   |  |  | 2,023  |                                                      |  | 124  
|2 Westchester Plaza (F)           |  | 1968 |  | 1997 |  |  |  |  |  | 234   |  |  | 2,726  |                                                      |  | 79   
|3 Westchester Plaza (F)           |  | 1969 |  | 1997 |  |  |  |  |  | 655   |  |  | 7,936  |                                                      |  | 404  
|4 Westchester Plaza (F)           |  | 1969 |  | 1997 |  |  |  |  |  | 320   |  |  | 3,729  |                                                      |  | 125  
|5 Westchester Plaza (F)           |  | 1969 |  | 1997 |  |  |  |  |  | 118   |  |  | 1,949  |                                                      |  | 189  
|6 Westchester Plaza (F)           |  | 1968 |  | 1997 |  |  |  |  |  | 164   |  |  | 1,998  |                                                      |  | 171  
|7 Westchester Plaza (F)           |  | 1972 |  | 1997 |  |  |  |  |  | 286   |  |  | 4,321  |                                                      |  | 97   
|8 Westchester Plaza (F)           |  | 1971 |  | 1997 |  |  |  |  |  | 447   |  |  | 5,262  |                                                      |  | 792  
|Hawthorne                         |  |      |  |      |  |  |   |  |  |       |  |  |        |                                                      |  |      
|200 Saw Mill River Road (F)       |  | 1965 |  | 1997 |  |  |  |  |  | 353   |  |  | 3,353  |                                                      |  | 333  
|1 Skyline Drive (O)               |  | 1980 |  | 1997 |  |  |  |  |  | 66    |  |  | 1,711  |                                                      |  | 206  
|2 Skyline Drive (O)               |  | 1987 |  | 1997 |  |  |  |  |  | 109   |  |  | 3,128  |                                                      |  | 401  
|3 Skyline Drive (O)               |  | 1981 |  | 2002 |  |  |  |  |  | 1,882 |  |  | 7,578  |                                                      |  | 63   
|4 Skyline Drive (F)               |  | 1987 |  | 1997 |  |  |  |  |  | 363   |  |  | 7,513  |                                                      |  | 1,071
|7 Skyline Drive (O)               |  | 1987 |  | 1998 |  |  |  |  |  | 330   |  |  | 13,013 |                                                      |  | 920  
|8 Skyline Drive (F)               |  | 1985 |  | 1997 |  |  |  |  |  | 212   |  |  | 4,410  |                                                      |  | 1,403
|10 Skyline Drive (F)              |  | 1985 |  | 1997 |  |  |  |  |  | 134   |  |  | 2,799  |                                                      |  | 95   
|11 Skyline Drive (F)              |  | 1989 |  | 1997 |  |  |  |  |  |      |  |  | 4,788  |                                                      |  | 435  
|12 Skyline Drive (F)              |  | 1999 |  | 1999 |  |  |  |  |  | 1,562 |  |  | 3,254  |                                                      |  | 1,499
|14 Skyline Drive (L)              |  | N/A  |  | 2002 |  |  |  |  |  | 964   |  |  |       |                                                      |  | 15   
|15 Skyline Drive (F)              |  | 1989 |  | 1997 |  |  |  |  |  |      |  |  | 7,449  |                                                      |  | 732  
|16 Skyline Drive (L)              |  | N/A  |  | 2002 |  |  |  |  |  | 850   |  |  |       |                                                      |  | 31   
|17 Skyline Drive (O)              |  | 1989 |  | 1997 |  |  |  |  |  |      |  |  | 7,269  |                                                      |  | 168  
|19 Skyline Drive (O)              |  | 1982 |  | 1997 |  |  |  |  |  | 2,355 |  |  | 34,254 |                                                      |  | 4,310
|Tarrytown                         |  |      |  |      |  |  |   |  |  |       |  |  |        |                                                      |  |      
|200 White Plains Road (O)         |  | 1982 |  | 1997 |  |  |  |  |  | 378   |  |  | 8,367  |                                                      |  | 935  
|220 White Plains Road (O)         |  | 1984 |  | 1997 |  |  |  |  |  | 367   |  |  | 8,112  |                                                      |  | 1,110
|230 White Plains Road (R)         |  | 1984 |  | 1997 |  |  |  |  |  | 124   |  |  | 1,845  |                                                      |  |     
|White Plains                      |  |      |  |      |  |  |   |  |  |       |  |  |        |                                                      |  |      
|1 Barker Avenue (O)               |  | 1975 |  | 1997 |  |  |  |  |  | 208   |  |  | 9,629  |                                                      |  | 805  
|3 Barker Avenue (O)               |  | 1983 |  | 1997 |  |  |  |  |  | 122   |  |  | 7,864  |                                                      |  | 1,836
|50 Main Street (O)                |  | 1985 |  | 1997 |  |  |  |  |  | 564   |  |  | 48,105 |                                                      |  | 4,950
|11 Martine Avenue (O)             |  | 1987 |  | 1997 |  |  |  |  |  | 127   |  |  | 26,833 |                                                      |  | 4,526
|1 Water Street (O)                |  | 1979 |  | 1997 |  |  |  |  |  | 211   |  |  | 5,382  |                                                      |  | 767  
|Yonkers                           |  |      |  |      |  |  |   |  |  |       |  |  |        |                                                      |  |      
|100 Corporate Boulevard (F)       |  | 1987 |  | 1997 |  |  |  |  |  | 602   |  |  | 9,910  |                                                      |  | 742  
|200 Corporate Boulevard South (F) |  | 1990 |  | 1997 |  |  |  |  |  | 502   |  |  | 7,575  |                                                      |  | 308  
|250 Corporate Boulevard South (L) |  | N/A  |  | 2002 |  |  |  |  |  | 1,028 |  |  |       |                                                      |  | 31   
|1 Enterprise Boulevard (L)        |  | N/A  |  | 1997 |  |  |  |  |  | 1,379 |  |  |       |                                                      |  | 1    
|1 Executive Boulevard (O)         |  | 1982 |  | 1997 |  |  |  |  |  | 1,104 |  |  | 11,904 |                                                      |  | 1,297
|2 Executive Plaza (R)             |  | 1986 |  | 1997 |  |  |  |  |  | 89    |  |  | 2,439  |                                                      |  | 3    
|3 Executive Plaza (O)             |  | 1987 |  | 1997 |  |  |  |  |  | 385   |  |  | 6,256  |                                                      |  | 1,559
|4 Executive Plaza (F)             |  | 1986 |  | 1997 |  |  |  |  |  | 584   |  |  | 6,134  |                                                      |  | 1,269
|6 Executive Plaza (F)             |  | 1987 |  | 1997 |  |  |  |  |  | 546   |  |  | 7,246  |                                                      |  | 104  
|1 Odell Plaza (F)                 |  | 1980 |  | 1997 |  |  |  |  |  | 1,206 |  |  | 6,815  |                                                      |  | 641  
|5 Odell Plaza (F)                 |  | 1983 |  | 1997 |  |  |  |  |  | 331   |  |  | 2,988  |                                                      |  | 226  
|7 Odell Plaza (F)                 |  | 1984 |  | 1997 |  |  |  |  |  | 419   |  |  | 4,418  |                                                      |  | 284  
|CHESTER COUNTY, PENNSYLVANIA      |  |      | 

115

---

|                                 |  |      |  |      |  |  |        |  |  |        |  |  |        | Gross Amount at Which Carried at
Close of Period (a) |  |       
|-------------------------------- |  | ---- |  | ---- |  |  | ------ |  |  | ------ |  |  | ------ | ---------------------------------------------------- |  | ------
|
|
|Berwyn                           |  |      |  |      |  |  |        |  |  |        |  |  |        |                                                      |  |       
|1000 Westlakes Drive (O)         |  | 1989 |  | 1997 |  |  |       |  |  | 619    |  |  | 9,016  |                                                      |  | 475   
|1055 Westlakes Drive (O)         |  | 1990 |  | 1997 |  |  |       |  |  | 1,951  |  |  | 19,046 |                                                      |  | 2,326 
|1205 Westlakes Drive (O)         |  | 1988 |  | 1997 |  |  |       |  |  | 1,323  |  |  | 20,098 |                                                      |  | 1,040 
|1235 Westlakes Drive (O)         |  | 1986 |  | 1997 |  |  |       |  |  | 1,417  |  |  | 21,215 |                                                      |  | 1,195 
|DELAWARE COUNTY, PENNSYLVANIA    |  |      | 
|Lester                           |  |      |  |      |  |  |        |  |  |        |  |  |        |                                                      |  |       
|100 Stevens Drive (O)            |  | 1986 |  | 1996 |  |  |       |  |  | 1,349  |  |  | 10,018 |                                                      |  | 2,800 
|200 Stevens Drive (O)            |  | 1987 |  | 1996 |  |  |       |  |  | 1,644  |  |  | 20,186 |                                                      |  | 4,572 
|300 Stevens Drive (O)            |  | 1992 |  | 1996 |  |  |       |  |  | 491    |  |  | 9,490  |                                                      |  | 795   
|Media                            |  |      |  |      |  |  |        |  |  |        |  |  |        |                                                      |  |       
|1400 Providence RdCenter I (O)  |  | 1986 |  | 1996 |  |  |       |  |  | 1,042  |  |  | 9,054  |                                                      |  | 1,605 
|1400 Providence Rd.Center II(O) |  | 1990 |  | 1996 |  |  |       |  |  | 1,543  |  |  | 16,464 |                                                      |  | 1,952 
|MONTGOMERY COUNTY, PENNSYLVANIA  |  |      | 
|Blue Bell                        |  |      |  |      |  |  |        |  |  |        |  |  |        |                                                      |  |       
|4 Sentry Parkway                 |  | 1982 |  | 2003 |  |  |       |  |  | 1,749  |  |  | 7,721  |                                                      |  |      
|16 Sentry Parkway                |  | 1988 |  | 2002 |  |  |       |  |  | 3,377  |  |  | 13,511 |                                                      |  | 268   
|18 Sentry Parkway                |  | 1988 |  | 2002 |  |  |       |  |  | 3,515  |  |  | 14,062 |                                                      |  | 72    
|King of Prussia                  |  |      |  |      |  |  |        |  |  |        |  |  |        |                                                      |  |       
|2200 Renaissance Blvd (O)        |  | 1985 |  | 2002 |  |  | 18,800 |  |  | 5,347  |  |  | 21,453 |                                                      |  | 786   
|Lower Providence                 |  |      |  |      |  |  |        |  |  |        |  |  |        |                                                      |  |       
|1000 Madison Avenue (O)          |  | 1990 |  | 1997 |  |  |       |  |  | 1,713  |  |  | 12,559 |                                                      |  | 784   
|Plymouth Meeting                 |  |      |  |      |  |  |        |  |  |        |  |  |        |                                                      |  |       
|1150 Plymouth Meeting Mall (O)   |  | 1970 |  | 1997 |  |  |       |  |  | 125    |  |  | 499    |                                                      |  | 21,502
|Five Sentry Parkway East (O)     |  | 1984 |  | 1996 |  |  |       |  |  | 642    |  |  | 7,992  |                                                      |  | 511   
|Five Sentry Parkway West (O)     |  | 1984 |  | 1996 |  |  |       |  |  | 268    |  |  | 3,334  |                                                      |  | 74    
|FAIRFIELD COUNTY, CONNECTICUT    |  |      | 
|Greenwich                        |  |      |  |      |  |  |        |  |  |        |  |  |        |                                                      |  |       
|500 West Putnam Avenue (O)       |  | 1973 |  | 1998 |  |  | 7,495  |  |  | 3,300  |  |  | 16,734 |                                                      |  | 1,426 
|Norwalk                          |  |      |  |      |  |  |        |  |  |        |  |  |        |                                                      |  |       
|40 Richards Avenue (O)           |  | 1985 |  | 1998 |  |  |       |  |  | 1,087  |  |  | 18,399 |                                                      |  | 2,016 
|Shelton                          |  |      |  |      |  |  |        |  |  |        |  |  |        |                                                      |  |       
|1000 Bridgeport Avenue (O)       |  | 1986 |  | 1997 |  |  |       |  |  | 773    |  |  | 14,934 |                                                      |  | 327   
|Stamford                         |  |      |  |      |  |  |        |  |  |        |  |  |        |                                                      |  |       
|1266 East Main Street (O)        |  | 1984 |  | 2002 |  |  | 19,153 |  |  | 6,638  |  |  | 26,567 |                                                      |  | 520   
|419 West Avenue (F)              |  | 1986 |  | 1997 |  |  |       |  |  | 4,538  |  |  | 9,246  |                                                      |  | 908   
|500 West Avenue (F)              |  | 1988 |  | 1997 |  |  |       |  |  | 415    |  |  | 1,679  |                                                      |  | 261   
|550 West Avenue (F)              |  | 1990 |  | 1997 |  |  |       |  |  | 1,975  |  |  | 3,856  |                                                      |  | 16    
|600 West Avenue (F)              |  | 1999 |  | 1999 |  |  |       |  |  | 2,305  |  |  | 2,863  |                                                      |  | 833   
|650 West Avenue (F)              |  | 1998 |  | 1998 |  |  |       |  |  | 1,328  |  |  |       |                                                      |  | 3,913 
|WASHINGTON, D.C.                 |  |      | 
|1201 Connecticut Avenue, NW (O)  |  | 1940 |  | 1999 |  |  |       |  |  | 14,228 |  |  | 18,571 |                                                      |  | 1,441 
|1400 L Street, NW (O)            |  | 1987 |  | 1998 |  |  |       |  |  | 13,054 |  |  | 27,423 |                                                      |  | 949   
|PRINCE GEORGE'S COUNTY, MARYLAND |  |      | 
|Lanham                           |  |      |  |      |  |  |        |  |  |        |  |  |        |                                                      |  |       
|4200 Parliament Place (O)        |  | 1989 |  | 1998 |  |  |       |  |  | 2,114  |  |  | 13,546 |                                                      |  | 701   
|BEXAR COUNTY, TEXAS              |  |      | 
|San Antonio                      |  |      |  |      |  |  |        |  |  |        |  |  |        |                                                      |  |       
|84 N.E. Loop 410 (O)             |  | 1971 |  | 1997 |  |  |       |  |  | 2,295  |  |  | 10,382 |                                                      |  | (1,183
|DALLAS COUNTY, TEXAS             |  |      | 
|Dallas                           |  |      |  |      |  |  |        |  |  |        |  |  |        |                                                      |  |       
|3030 LBJ Freeway (O)             |  | 1984 |  | 1997 |  |  |       |  |  | 6,098  |  |  | 24,366 |                                                      |  | 2,655 

116

---

|                                              |  |      |  |      |  |  |   |  |  |        |  |  |        | Gross Amount at Which Carried at
Close of Period (a) |  |       
|--------------------------------------------- |  | ---- |  | ---- |  |  | - |  |  | ------ |  |  | ------ | ---------------------------------------------------- |  | ------
|
|
|Richardson                                    |  |      |  |      |  |  |   |  |  |        |  |  |        |                                                      |  |       
|1122 Alma Road (O)                            |  | 1977 |  | 1997 |  |  |  |  |  | 754    |  |  | 3,015  |                                                      |  | 347   
|ARAPAHOE COUNTY, COLORADO                     |  |      | 
|Denver                                        |  |      |  |      |  |  |   |  |  |        |  |  |        |                                                      |  |       
|400 South Colorado Boulevard (O)              |  | 1983 |  | 1998 |  |  |  |  |  | 1,461  |  |  | 10,620 |                                                      |  | 1,057 
|Englewood                                     |  |      |  |      |  |  |   |  |  |        |  |  |        |                                                      |  |       
|9359 East Nichols Avenue (O)                  |  | 1997 |  | 1998 |  |  |  |  |  | 1,155  |  |  | 8,171  |                                                      |  | 428   
|5350 South Roslyn Street (O)                  |  | 1982 |  | 1998 |  |  |  |  |  | 862    |  |  | 6,831  |                                                      |  | (2,232
|BOULDER COUNTY, COLORADO                      |  |      | 
|Broomfield                                    |  |      |  |      |  |  |   |  |  |        |  |  |        |                                                      |  |       
|105 South Technology Court (O)                |  | 1997 |  | 1998 |  |  |  |  |  | 653    |  |  | 4,936  |                                                      |  | (2,564
|303 South Technology Court-A (O)              |  | 1997 |  | 1998 |  |  |  |  |  | 623    |  |  | 3,892  |                                                      |  | (1,399
|303 South Technology Court-B (O)              |  | 1997 |  | 1998 |  |  |  |  |  | 623    |  |  | 3,892  |                                                      |  | (1,399
|Louisville                                    |  |      |  |      |  |  |   |  |  |        |  |  |        |                                                      |  |       
|1172 Century Drive (O)                        |  | 1996 |  | 1998 |  |  |  |  |  | 707    |  |  | 4,647  |                                                      |  | (58   
|248 Centennial Parkway (O)                    |  | 1996 |  | 1998 |  |  |  |  |  | 708    |  |  | 4,647  |                                                      |  | (58   
|285 Century Place (O)                         |  | 1997 |  | 1998 |  |  |  |  |  | 889    |  |  | 10,133 |                                                      |  | (4,109
|DENVER COUNTY, COLORADO                       |  |      | 
|Denver                                        |  |      |  |      |  |  |   |  |  |        |  |  |        |                                                      |  |       
|8181 East Tufts Avenue (O)                    |  | 2001 |  | 2001 |  |  |  |  |  | 2,342  |  |  | 32,029 |                                                      |  | 1,274 
|3600 South Yosemite (O)                       |  | 1974 |  | 1998 |  |  |  |  |  | 556    |  |  | 12,980 |                                                      |  | 28    
|DOUGLAS COUNTY, COLORADO                      |  |      | 
|Englewood                                     |  |      |  |      |  |  |   |  |  |        |  |  |        |                                                      |  |       
|67 Inverness Drive East (O)                   |  | 1996 |  | 1998 |  |  |  |  |  | 1,034  |  |  | 5,516  |                                                      |  | (2,858
|384 Inverness Drive South (O)                 |  | 1985 |  | 1998 |  |  |  |  |  | 703    |  |  | 5,653  |                                                      |  | (2,436
|400 Inverness Drive (O)                       |  | 1997 |  | 1998 |  |  |  |  |  | 1,584  |  |  | 19,878 |                                                      |  | (4,795
|5975 South Quebec Street (O)                  |  | 1996 |  | 1998 |  |  |  |  |  | 855    |  |  | 11,551 |                                                      |  | 1,829 
|Parker                                        |  |      |  |      |  |  |   |  |  |        |  |  |        |                                                      |  |       
|9777 Pyramid Court (O)                        |  | 1995 |  | 1998 |  |  |  |  |  | 1,304  |  |  | 13,189 |                                                      |  | 339   
|EL PASO COUNTY, COLORADO                      |  |      | 
|Colorado Springs                              |  |      |  |      |  |  |   |  |  |        |  |  |        |                                                      |  |       
|8415 Explorer (O)                             |  | 1998 |  | 1999 |  |  |  |  |  | 347    |  |  | 2,507  |                                                      |  | 2,497 
|1975 Research Parkway (O)                     |  | 1997 |  | 1998 |  |  |  |  |  | 1,397  |  |  | 13,221 |                                                      |  | (1,285
|2375 Telstar Drive (O)                        |  | 1998 |  | 1999 |  |  |  |  |  | 348    |  |  | 2,507  |                                                      |  | 2,498 
|JEFFERSON COUNTY, COLORADO                    |  |      | 
|Lakewood                                      |  |      |  |      |  |  |   |  |  |        |  |  |        |                                                      |  |       
|141 Union Boulevard (O)                       |  | 1985 |  | 1998 |  |  |  |  |  | 774    |  |  | 6,891  |                                                      |  | (1,109
|SAN FRANCISCO COUNTY, CALIFORNIA              |  |      | 
|San Francisco                                 |  |      |  |      |  |  |   |  |  |        |  |  |        |                                                      |  |       
|795 Folsom Street (O)                         |  | 1977 |  | 1999 |  |  |  |  |  | 9,348  |  |  | 24,934 |                                                      |  | 6,842 
|760 Market Street (O)                         |  | 1908 |  | 1997 |  |  |  |  |  | 5,588  |  |  | 22,352 |                                                      |  | 40,230
|Projects Under Development & Developable Land |  |      |  |      |  |  |  |  |  | 61,570 |  |  |       |                                                      |  | 10,402
|Furniture, Fixtures & Equipment               |  |      |  |      |  |  |  |  |  |       |  |  |       |                                                      |  | 7,616 

117

---

|       |  |  |  |  |  |   |         |  |   |         |  |   |           | Gross Amount at Which Carried at
Close of Period (a) |   |        
|------ |  |  |  |  |  | - | ------- |  | - | ------- |  | - | --------- | ---------------------------------------------------- | - | -------
|
|
|TOTALS |  |  |  |  |  | $ | 500,725 |  | $ | 538,531 |  | $ | 2,908,391 |                                                      | $ | 507,710

|(a | ) | The aggregate cost for federal income tax purposes at December 31, 2003 was approximately $3.1 billion. |  |                                
|-- | - | ------------------------------------------------------------------------------------------------------- |  | -------------------------------
|(b | ) | Legend of Property Codes:                                                                               |  |                                
|   |   | (O)=Office Property                                                                                     |  | (R)=Stand-alone Retail Property
|   |   | (F)=Office/Flex Property                                                                                |  | (L)=Land Lease                 
|   |   | (I)=Industrial/Warehouse Property                                                                       |  |                                

118

---



MACK-CALI REALTY, L.P.  NOTE TO SCHEDULE III

Changes in rental properties and accumulated depreciation for the periods ended December 31, 2003, 2002 and 2001 are as follows(in
thousands):

|                             |                                                                 | 2003 |           | 2002    |   | 2001      |         
|---------------------------- | --------------------------------------------------------------- | ---- | --------- | ------- | - | --------- | --------
|Rental Properties            |                                                                 |      |           |         |   |           |         
|Balance at beginning of year |                                                                 | $    | 3,857,657 |         | $ | 3,378,071 |         
|                             | Additions                                                       |      |           | 115,882 |   |           | 202,082 
|                             | Rental property held for sale  before accumulated depreciation |      |           |        |   |           | 453,469 
|                             | Properties sold                                                 |      |           | (16,951 | ) |           | (168,245
|                             | Retirements/disposals                                           |      |           | (1,956  | ) |           | (7,720  
|                             |                                                                 |      |           |         |   |           |         
|Balance at end of year       |                                                                 | $    | 3,954,632 |         | $ | 3,857,657 |         
|                             |                                                                 |      |           |         |   |           |         
|Accumulated Depreciation     |                                                                 |      |           |         |   |           |         
|Balance at beginning of year |                                                                 | $    | 445,569   |         | $ | 350,705   |         
|                             | Depreciation expense                                            |      |           | 103,483 |   |           | 98,050  
|                             | Rental property held for sale                                   |      |           |        |   |           | 16,455  
|                             | Properties sold                                                 |      |           | (2,462  | ) |           | (12,121 
|                             | Retirements/disposals                                           |      |           | (583    | ) |           | (7,520  
|                             |                                                                 |      |           |         |   |           |         
|Balance at end of year       |                                                                 | $    | 546,007   |         | $ | 445,569   |         
|                             |                                                                 |      |           |         |   |           |         

119

---



American Financial
Exchange L.L.C. and
Subsidiaries

Consolidated Financial Statements
For the period from January 1, 2003
to September 28, 2003 and for the
years ended December 31, 2002 and 2001

120

---



Report of Independent Auditors

To
the Members of
American Financial Exchange L.L.C.
    and Subsidiaries:

In
our opinion, the accompanying consolidated balances sheets and the related consolidated statements of operations, of changes in members' capital and of cash flows present fairly, in
all material respects, the financial position of American Financial Exchange L.L.C. and Subsidiaries (collectively, the "Company") at September 28, 2003 and December 31, 2002 and the
results of their operations and their cash flows for the period from January 1, 2003 to September 28, 2003 and for the years ended December 31, 2002 and 2001, in conformity with
accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Company's management; our responsibility is to express an opinion on
these financial statements based on our audits. We conducted our audits of these statements in accordance with auditing standards generally accepted in the United States of America, which require that
we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement
presentation. We believe that our audits provides a reasonable basis for our opinion.

|/s/PRICEWATERHOUSECOOPERS LLPPricewaterhouseCoopers LLP
New York, New York
February 24, 2004 |  | 
|-------------------------------------------------------------------------------------------- |  | 

121

---



AMERICAN FINANCIAL EXCHANGE L.L.C. AND SUBSIDIARIES        CONSOLIDATED BALANCE SHEETS

|                                                         |                                        | September 28,
2003    |             | December 31,
2002 |            
|-------------------------------------------------------- | -------------------------------------- | --------------------- | ----------- | ----------------- | -----------
|ASSETS                                                   |                                        |                       |             |                   |            
|Rental property                                          |                                        |                       |             |                   |            
|                                                         | Land and improvements                  |                       | $           | 2,434,832         |            
|                                                         | Building                               |                       |             | 87,698,835        |            
|                                                         | Tenant improvements                    |                       |             | 19,616,272        |            
|                                                         |                                        |                       |             |                   |            
|                                                         |                                        |                       | 109,749,939 |                   |            
|                                                         | Lessaccumulated depreciation          |                       |             | (2,360,008        | )          
|                                                         |                                        |                       |             |                   |            
|                                                         |                                        | Total rental property |             |                   | 107,389,931
|Cash and cash equivalents                                |                                        |                       | 167         |                   |            
|Accounts receivable, net of allowance of $187,000 and $0 |                                        |                       | 280,846     |                   |            
|Unbilled rents receivable                                |                                        |                       | 3,818,521   |                   |            
|Deferred charges and other assets, net of                |                                        |                       |             |                   |            
|accumulated amortization of $1,551,764 and $429,470      |                                        |                       | 23,752,937  |                   |            
|                                                         |                                        |                       |             |                   |            
|Total assets                                             |                                        | $                     | 135,242,402 |                   | $          
|                                                         |                                        |                       |             |                   |            
|LIABILITIES AND MEMBERS' CAPITAL                         |                                        |                       |             |                   |            
|Accounts payable and accrued expenses                    |                                        | $                     | 2,102,612   |                   | $          
|                                                         |                                        |                       |             |                   |            
|                                                         | Total liabilities                      |                       |             | 2,102,612         |            
|                                                         |                                        |                       |             |                   |            
|                                                         | Members' capital                       |                       |             | 133,139,790       |            
|                                                         |                                        |                       |             |                   |            
|                                                         | Total liabilities and members' capital |                       | $           | 135,242,402       |            
|                                                         |                                        |                       |             |                   |            

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

122

---

AMERICAN FINANCIAL EXCHANGE L.L.C. AND SUBSIDIARIES        CONSOLIDATED STATEMENTS OF OPERATIONS

|                                        |                | For the Period from
January 1, 2003 to
September 28, |            | For the Year Ended
December 31,
|--------------------------------------- | -------------- | ---------------------------------------------------- | ---------- | -------------------------------
|
|REVENUES                                |                |                                                      |            |                                
|Base rents                              |                | $                                                    | 16,440,509 |                                
|Escalations and recoveries from tenants |                |                                                      | 454,738    |                                
|Parking and other income                |                |                                                      | 502,815    |                                
|                                        |                |                                                      |            |                                
|                                        | Total revenues |                                                      |            | 17,398,062                     
|                                        |                |                                                      |            |                                
|EXPENSES                                |                |                                                      |            |                                
|Payments in lieu of taxes               |                |                                                      | 419,789    |                                
|Utilities                               |                |                                                      | 780,202    |                                
|Operating services                      |                |                                                      | 1,672,467  |                                
|General and administrative              |                |                                                      | 167,466    |                                
|Depreciation and amortization           |                |                                                      | 2,911,867  |                                
|                                        |                |                                                      |            |                                
|                                        | Total expenses |                                                      |            | 5,951,791                      
|                                        |                |                                                      |            |                                
|Net income                              |                | $                                                    | 11,446,271 |                                
|                                        |                |                                                      |            |                                

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

123

---



AMERICAN FINANCIAL EXCHANGE L.L.C. AND SUBSIDIARIES        CONSOLIDATED STATEMENT OF CHANGES IN MEMBERS' CAPITAL

|Balance at January 1, 2001    |  | $ | 14,996,542  |  
|----------------------------- |  | - | ----------- | -
|Contributions                 |  |   | 59,379,764  |  
|Distributions                 |  |   | (3,293,385  | )
|Net income                    |  |   | 477,966     |  
|                              |  |   |            
|Balance at December 31, 2001  |  |   | 71,560,887  |  
|Contributions                 |  |   | 50,218,129  |  
|Distributions                 |  |   | (1,200,000  | )
|Net income                    |  |   | 4,895,784   |  
|                              |  |   |            
|Balance at December 31, 2002  |  |   | 125,474,800 |  
|Contributions                 |  |   | 19,122,851  |  
|Distributions                 |  |   | (22,904,132 | )
|Net income                    |  |   | 11,446,271  |  
|                              |  |   |            
|Balance at September 28, 2003 |  | $ | 133,139,790 |  
|                              |  |   |            

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

124

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AMERICAN FINANCIAL EXCHANGE L.L.C. AND SUBSIDIARIES        CONSOLIDATED STATEMENTS OF CASH FLOWS

|                                                                                  |                                                      | For the Period from
January 1, 2003 to
September 28, |             | For the Year Ended
December 31, |  
|--------------------------------------------------------------------------------- | ---------------------------------------------------- | ---------------------------------------------------- | ----------- | ------------------------------- | -
|
|CASH FLOW FROM OPERATING ACTIVITIES                                               |                                                      |                                                      |             |                                 |  
|Net income                                                                        |                                                      | $                                                    | 11,446,271  |                                 | $
|Adjustments to reconcile net income to net cash provided by operating activities: |                                                      |                                                      |             |                                 |  
|Depreciation and amortization                                                     |                                                      |                                                      | 2,911,867   |                                 |  
|Changes in operating assets and liabilities:                                      |                                                      |                                                      |             |                                 |  
|Decrease (increase) in accounts receivable, net                                   |                                                      |                                                      | 604,839     |                                 |  
|Increase in deferred charges and other assets                                     |                                                      |                                                      | (1,452,013  | )                               |  
|Increase in unbilled rents receivable                                             |                                                      |                                                      | (2,741,293  | )                               |  
|(Decrease) increase in accounts payable and accrued expenses                      |                                                      |                                                      | (4,140,703  | )                               |  
|                                                                                  |                                                      |                                                      |             |                                 |  
|Net cash provided by (used in) operating activities                               |                                                      |                                                      | 6,628,968   |                                 |  
|                                                                                  |                                                      |                                                      |             |                                 |  
|CASH FLOW FROM INVESTING ACTIVITIES                                               |                                                      |                                                      |             |                                 |  
|Additions to rental property                                                      |                                                      |                                                      | (17,168,794 | )                               |  
|                                                                                  |                                                      |                                                      |             |                                 |  
|                                                                                  | Net cash used in investing activities                |                                                      |             | (17,168,794                     | )
|                                                                                  |                                                      |                                                      |             |                                 |  
|CASH FLOW FROM FINANCING ACTIVITIES                                               |                                                      |                                                      |             |                                 |  
|Contributions                                                                     |                                                      |                                                      | 19,122,851  |                                 |  
|Distributions                                                                     |                                                      |                                                      | (9,488,002  | )                               |  
|                                                                                  |                                                      |                                                      |             |                                 |  
|                                                                                  | Net cash provided by financing activities            |                                                      |             | 9,634,849                       |  
|                                                                                  |                                                      |                                                      |             |                                 |  
|                                                                                  | Net (decrease) increase in cash and cash equivalents |                                                      |             | (904,977                        | )
|CASH AND CASH EQUIVALENTS                                                         |                                                      |                                                      |             |                                 |  
|Beginning of period                                                               |                                                      |                                                      | 905,144     |                                 |  
|                                                                                  |                                                      |                                                      |             |                                 |  
|End of period                                                                     |                                                      | $                                                    | 167         |                                 | $
|                                                                                  |                                                      |                                                      |             |                                 |  

Supplemental Non-Cash Information

Included in accounts payable and accrued expenses are $2,077,420, and $6,173,929 as of September 28, 2003 and December 31, 2002, respectively, of additions to
rental property and deferred charges.

In
2003, the Company distributed to its then partners, MCHP and Columbia, its interests in Plaza VIII and IX Associates, L.L.C., an entity into which the Company transferred its
undeveloped land amounting to $13,416,132 in net book value, and related parking operations.

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

125

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AMERICAN FINANCIAL EXCHANGE L.L.C. AND SUBSIDIARIES        NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.    DESCRIPTION OF BUSINESS

American Financial Exchange L.L.C., a New Jersey limited liability company (the "Company"), was formed on May 20, 1998 as a joint venture between
M-C Harsimus Partners, LLC ("MCHP"), as managing member, and Columbia Development Company, L.L.C. ("Columbia"). The Company was formed for the purpose of investing in, holding,
rehabilitating, developing, managing, maintaining, and operating real estate investments. The members executed an agreement ("Operating Agreement") setting forth management, operating and distribution
provisions of the Company.

The
Company acquired land located on the Hudson River waterfront in Jersey City, Hudson County, New Jersey, on which it has constructed a parking facility, a portion of which has been
licensed to a parking operator. The parking facility serves a ferry service between Harborside Financial Center and Manhattan.

During
2000, the Company terminated the parking agreement on certain areas of the land and commenced construction of a 575,000 square-foot office building ("Plaza 10").
Construction of the building was substantially completed in September 2002. The building is 100 percent leased to Charles Schwab & Co., Inc. ("Schwab") for a
15-year term. The lease agreement obligated the Company, among other things, to deliver space to the tenant by required deadlines and offered expansion options, at the tenant's election,
to additional space at any of the existing adjacent Harborside Financial Center projects, which are owned by an affiliate of MCHP. Such options could have obligated the Company to construct an
additional building at Harborside Financial Center if vacant space was not available in any of the existing Harborside Financial Center projects. Should the Company have been unable to or choose not
to provide such expansion space, the Company could have been 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, had been guaranteed by Mack-Cali Realty Corporation, an affiliate to MCHP.

Profits
of the Company are allocated to the members based upon the priority of distributions specified in the Operating Agreement and a related Letter Agreement, described hereinafter.
Generally, distributions of Net Cash Flow, as defined, are allocated to the members in the following order:



Distributions
of Net Proceeds, as defined, that may result from the disposition of property, insurance damage recoveries or financing activities of the property shall be allocated to the
members in the following order:



126

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At
September 28, 2003, the Unpaid Preferred Return due to MCHP was $6,201,287.

On
October 20, 2000, MCHP and Columbia entered into a letter agreement ("Letter Agreement") in connection with the Company's decision to commence construction of Plaza 10. The
Letter Agreement acknowledges that MCHP, or one of its affiliates, is entitled to the following:



The
Letter Agreement also states that from the date of the Letter Agreement, MCHP is to earn a cumulative preferred return on its Unrecovered Capital Contributions, including amounts
contributed prior to the execution of the Letter Agreement, at a rate of the 30-day London Inter-Bank Offered Rate (LIBOR) plus 350 basis points. In addition, the Letter
Agreement states that MCHP has the right to place on behalf of the Company any required financing for the Company's projects, including Plaza 10, provided that the financing is
non-recourse to Columbia and is at market terms. The Letter Agreement provided for the Company's members to enter into definitive documentation to more fully set forth and confirm the
terms of the Letter Agreement.

In
September 2003, in advance of the transaction described below, the Company distributed to its then partners, MCHP and Columbia, its interests in Plaza VIII and IX Associates,
L.L.C., an entity into which the Company transferred its undeveloped land and related parking operations.

On
September 29, 2003, MCHP sold its full interest and Columbia sold substantially all of its interests in the Company. In conjunction with the sale, the Company's lease agreement
with Schwab was amended to provide for, among other things, the release of all expansion obligations by the Company and released MCHP and its affiliates from any remaining obligations and guarantees.
Additionally, with the sale, MCHP and its affiliates were paid the Developer's Fee and the Leasing Fee.

127

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2.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

|Basis of Accounting       |  | The books and records of the Company are maintained on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America. The consolidated
financial statements have been derived from accounting records maintained by Mack-Cali Realty Corporation, an affiliate of MCHP, which include the consolidated financial statements of American Financial Exchange L.L.C. that also includes Plaza X
Realty L.L.C., Plaza X Urban Renewal Associates L.L.C. and Plaza X Leasing Associates L.L.C.
|------------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Cash and Cash Equivalents |  | All highly liquid investments with a maturity of three months or less when purchased are considered to be cash equivalents.                                                                                                                                                                                                                                                                                                                                                                                                                            
|Rental property           |  | Rental property is stated at cost less accumulated depreciation and amortization. Costs directly related to the acquisition and development of rental property are capitalized. Capitalized development costs include property taxes, insurance and other
project costs incurred during the period of construction. 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.                   
|                          |  | Rental property is depreciated using the straight-line method over the estimated useful lives of the assets. The estimated useful lives are as follows:                                                                                                                                                                                                                                                                                                                                                                                                

| |  |                           |  |                                                            
| |  | ------------------------- |  | -----------------------------------------------------------
| |  | Building and improvements |  | 5 to 40 years                                              
| |  |                          
| |  | Tenant improvements       |  | The shorter of the term of the related lease or useful life

| |  | On a periodic basis, management assesses whether there are any indicators that the value of the Company's rental property 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 an 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 the Company's rental property is impaired.
| |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

128

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|Deferred Leasing Costs |  | Costs incurred in connection with leases are capitalized and amortized on a straight-line basis over the terms of the related lease and included in depreciation and amortization. Unamortized deferred leasing costs are charged to amortization expense
upon early termination of the lease. Amortization of such leasing costs was $1,122,294, $429,470 and $0 for the period from January 1, 2003 to September 28, 2003 and for the years ended December 31, 2002 and 2001, respectively, and was
included under Depreciation and Amortization on the Consolidated Statement of Operations.                                                                     
|---------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|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 and percentage rents based upon the level of sales achieved by the leasee. 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.
|Income Taxes           |  | A limited liability company is not liable for federal or state income taxes and, therefore, no provision for income taxes is made in the accompanying consolidated financial statements. Rather, a proportionate share of the member's income, deductions,
credits and tax preference items are reported to the individual members for inclusion on their tax returns.                                                                                                                                                                                                                                                                                              
|Use of Estimates       |  | The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.                                                                                                                                                                                   

3.    TAX EXEMPTION AGREEMENT

The Company has obtained approval from the City of Jersey City, New Jersey, for a tax exemption of all improvements to be constructed and maintained in accordance
with the terms of a Financial Agreement, which shall remain in effect for the earlier of twenty-five years from the date of the Financial Agreement or twenty years from the date of
Substantial Completion, as defined, of the project. Pursuant to the Financial Agreement, the Company has agreed to make the following annual payments in lieu of property taxes ("PILOT"):



129

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Payments
under the tax exemption totaled $59,569, $1,710,039 and $0 for the period ended September 28, 2003, and the years ended December 31, 2002 and 2001, respectively.
During 2002, the Company made a PILOT prepayment in the amount of $1,576,419 which is to be applied as a credit on a pro-rata basis against PILOT due for the years ended 2003 through 2006.

4.    RELATED PARTY TRANSACTIONS

An affiliate of MCHP (the "Affiliate") provides property management services to the Company. As part of the arrangement, the Affiliate is to receive a property
management fee based upon three percent of gross rents collected. For the period from January 1, 2003 to September 28, 2003 and for the years ended December 31, 2002 and 2001,
respectively, the Company was charged $459,447, $156,304 and $0 by the Affiliate for such services.

Prior
to 2003, in connection with the construction project, the Affiliate earned a development fee equal to $3.465 million and a fee of $1.0 million for leasing services.

Amounts
accrued and payable to the Affiliate for all services noted above aggregated approximately none and $4.465 million as of September 28, 2003 and December 31,
2002, respectively.

5.    TENANT LEASES

The Company leases space to tenants under operating leases with various expiration dates through 2017. Substantially all of the leases provide for annual base
rent 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
electrical charges.

Future
minimum rentals to be received under those operating leases at September 28, 2003 are as follows:

|Year                              |  | Amount      
|--------------------------------- |  | ------------
|September 29 to December 31, 2003 |  | $4,813,509  
|2004                              |  | 19,667,767  
|2005                              |  | 20,749,558  
|2006                              |  | 20,980,588  
|2007                              |  | 21,211,617  
|Thereafter                        |  | 218,891,327 
|                                  |  |             
|Total                             |  | $306,314,366
|                                  |  |             

130

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MACK-CALI REALTY, L.P.    Signatures

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

|                    |  |     |                                                                                            | MACK-CALI REALTY, L.P.
(REGISTRANT)
|------------------- |  | --- | ------------------------------------------------------------------------------------------ | -----------------------------------
|                    |  | By: | Mack-Cali Realty Corporation
    its General Partner                                      
|Date: March 9, 2004 |  | By: | /s/BARRY LEFKOWITZBarry Lefkowitz
Executive Vice President and
    Chief Financial Officer

Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on
the dates indicated:

|Name                                  |  | Title                                                |  | Date         
|------------------------------------- |  | ---------------------------------------------------- |  | -------------
|                                      |  |                                                      |  |              
|/s/WILLIAM L. MACKWilliam L. Mack     |  | Chairman of the Board                                |  | March 9, 2004
|/s/MITCHELL E. HERSHMitchell E. Hersh |  | Chief Executive Officer and Director                 |  | March 9, 2004
|/s/BARRY LEFKOWITZBarry Lefkowitz     |  | Executive Vice President and Chief Financial Officer |  | March 9, 2004
|/s/MARTIN S. BERGERMartin S. Berger   |  | Director                                             |  | March 9, 2004
|/s/BRENDAN T. BYRNEBrendan T. Byrne   |  | Director                                             |  | March 9, 2004
|/s/JOHN R. CALIJohn R. Cali           |  | Director                                             |  | March 9, 2004
|/s/NATHAN GANTCHERNathan Gantcher     |  | Director                                             |  | March 9, 2004
|/s/MARTIN D. GRUSSMartin D. Gruss     |  | Director                                             |  | March 9, 2004
|/s/DAVID S. MACKDavid S. Mack         |  | Director                                             |  | March 9, 2004
|                                      |  |                                                      |  |              

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|/s/ALAN G. PHILIBOSIANAlan G. Philibosian |  | Director |  | March 9, 2004
|----------------------------------------- |  | -------- |  | -------------
|/s/IRVIN D. REIDIrvin D. Reid             |  | Director |  | March 9, 2004
|/s/VINCENT TESEVincent Tese               |  | Director |  | March 9, 2004
|/s/ROY J. ZUCKERBERGRoy J. Zuckerberg     |  | Director |  | March 9, 2004

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MACK-CALI REALTY, L.P.    EXHIBIT INDEX

|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            |  | Amendment No. 1 to the Amended and Restated Bylaws of Mack-Cali Realty Corporation dated March 4, 2003 (filed as Exhibit 3.3 to the Operating Partnership's Form 10-Q dated March 31, 2003 and incorporated herein by
reference).                                                                                    
|3.4            |  | Second Amended and Restated Agreement of Limited Partnership of Mack-Cali Realty, L.P. dated December 11, 1997 (filed as Exhibit 10.110 to the Corporation's Form 8-K dated December 11, 1997 and incorporated herein by
reference).                                                                                 
|3.5            |  | Amendment No. 1 to the Second Amended and Restated Agreement of Limited Partnership of Mack-Cali Realty, L.P. dated August 21, 1998 (filed as Exhibit 3.1 to the Corporation's and the Operating Partnership's Registration Statement on
Form S-3, Registration No. 333-57103, and incorporated herein by reference).
|3.6            |  | Second Amendment to the Second Amended and Restated Agreement of Limited Partnership of Mack-Cali Realty, L.P. dated July 6, 1999 (filed as Exhibit 10.1 to the Operating Partnership's Form 8-K dated July 6, 1999 and incorporated
herein by reference).                                                           
|3.7            |  | Third Amendment to the Second Amended and Restated Agreement of Limited Partnership of Mack-Cali Realty, L.P. dated September 30, 2003 (filed as Exhibit 3.7 to the Operating Partnership's Form 10-Q dated September 30, 2003 and
incorporated herein by reference).                                                
|3.8            |  | Certificate of Designation of Series B Preferred Operating Partnership Units of Limited Partnership Interest of Mack-Cali Realty, L.P. (filed as Exhibit 10.101 to the Corporation's Form 8-K dated December 11, 1997 and incorporated herein by
reference).                                                         
|3.9            |  | Articles Supplementary for the 8% Series C Cumulative Redeemable Perpetual Preferred Stock dated March 11, 2003 (filed as Exhibit 3.1 to the Corporation's Form 8-K dated March 14, 2003 and incorporated herein by
reference).                                                                                      
|3.10           |  | Certificate of Designation for the 8% Series C Cumulative Redeemable Perpetual Preferred Operating Partnership Units dated March 14, 2003 (filed as Exhibit 3.2 to the Operating Partnership's Form 8-K dated March 14, 2003 and
incorporated herein by reference).                                                  
|4.1            |  | Amended and Restated Shareholder Rights Agreement, dated as of March 7, 2000, between Mack-Cali Realty Corporation and EquiServe Trust Company, N.A., as Rights Agent (filed as Exhibit 4.1 to the Operating Partnership's Form 8-K dated
March 7, 2000 and incorporated herein by reference).                       
|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).            
|               |  |                                                                                                                                                                                                                                                                                                                      

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|4.3  |  | Indenture dated as of March 16, 1999, by and among Mack-Cali Realty, L.P., as issuer, Mack-Cali Realty Corporation, as guarantor, and Wilmington Trust Company, as trustee (filed as Exhibit 4.1 to the Operating Partnership's Form 8-K
dated March 16, 1999 and incorporated herein by reference).           
|---- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|4.4  |  | Supplemental Indenture No. 1 dated as of March 16, 1999, by and among Mack-Cali Realty, L.P., as issuer, and Wilmington Trust Company, as trustee (filed as Exhibit 4.2 to the Operating Partnership's Form 8-K dated March 16,
1999 and incorporated herein by reference).                                    
|4.5  |  | Supplemental Indenture No. 2 dated as of August 2, 1999, by and among Mack-Cali Realty, L.P., as issuer, and Wilmington Trust Company, as trustee (filed as Exhibit 4.4 to the Operating Partnership's Form 10-Q dated June 30,
1999 and incorporated herein by reference).                                    
|4.6  |  | Supplemental Indenture No. 3 dated as of December 21, 2000, by and among Mack-Cali Realty, L.P., as issuer, and Wilmington Trust Company, as trustee (filed as Exhibit 4.2 to the Operating Partnership's Form 8-K dated
December 21, 2000 and incorporated herein by reference).                              
|4.7  |  | Supplemental Indenture No. 4 dated as of January 29, 2001, by and among Mack-Cali Realty, L.P., as issuer, and Wilmington Trust Company, as trustee (filed as Exhibit 4.2 to the Operating Partnership's Form 8-K dated
January 29, 2001 and incorporated herein by reference).                                
|4.8  |  | Supplemental Indenture No. 5 dated as of December 20, 2002, by and between Mack-Cali Realty, L.P., as issuer, and Wilmington Trust Company, as trustee (filed as Exhibit 4.2 to the Operating Partnership's Form 8-K dated
December 20, 2002 and incorporated herein by reference).                            
|4.9  |  | Supplemental Indenture No. 6 dated as of March 14, 2003, by and between Mack-Cali Realty, L.P., as issuer, and Wilmington Trust Company, as trustee (filed as Exhibit 4.2 to the Operating Partnership's Form 8-K dated March 14,
2003 and incorporated herein by reference).                                  
|4.10 |  | Supplemental Indenture No. 7 dated as of June 12, 2003, by and between Mack-Cali Realty, L.P., as issuer, and Wilmington Trust Company, as trustee (filed as Exhibit 4.2 to the Operating Partnership's Form 8-K dated June 12,
2003 and incorporated herein by reference).                                    
|4.11 |  | Supplemental Indenture No. 8 dated as of February 9, 2004, by and between Mack-Cali Realty, L.P., as issuer, and Wilmington Trust Company, as trustee (filed as Exhibit 4.2 to the Operating Partnership's Form 8-K dated
February 9, 2004 and incorporated herein by reference).                              
|4.12 |  | Deposit Agreement dated March 14, 2003 by and among Mack-Cali Realty Corporation, EquiServe Trust Company, N.A., and the holders from time to time of the Depositary Receipts described therein (filed as Exhibit 4.1 to the Corporation's
Form 8-K dated March 14, 2003 and incorporated herein by reference).
|10.1 |  | Amended and Restated Employment Agreement dated as of July 1, 1999 between Mitchell E. Hersh and Mack-Cali Realty Corporation (filed as Exhibit 10.2 to the Operating Partnership's Form 10-Q dated June 30, 1999 and incorporated
herein by reference).                                                       
|     |  |                                                                                                                                                                                                                                                                                                                

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|10.2  |  | Second Amended and Restated Employment Agreement dated as of July 1, 1999 between Timothy M. Jones and Mack-Cali Realty Corporation (filed as Exhibit 10.3 to the Operating Partnership's Form 10-Q dated June 30, 1999 and incorporated
herein by reference).                         
|----- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.3  |  | Second Amended and Restated Employment Agreement dated as of July 1, 1999 between Barry Lefkowitz and Mack-Cali Realty Corporation (filed as Exhibit 10.6 to the Operating Partnership's Form 10-Q dated June 30, 1999 and incorporated
herein by reference).                          
|10.4  |  | Second Amended and Restated Employment Agreement dated as of July 1, 1999 between Roger W. Thomas and Mack-Cali Realty Corporation (filed as Exhibit 10.7 to the Operating Partnership's Form 10-Q dated June 30, 1999 and incorporated
herein by reference).                          
|10.5  |  | Employment Agreement dated as of December 5, 2000 between Michael Grossman and Mack-Cali Realty Corporation (filed as Exhibit 10.5 to the Operating Partnership's Form 10-K for the year ended December 31, 2000 and incorporated
herein by reference).                                
|10.6  |  | Restricted Share Award Agreement dated as of July 1, 1999 between Mitchell E. Hersh and Mack-Cali Realty Corporation (filed as Exhibit 10.8 to the Operating Partnership's Form 10-Q dated June 30, 1999 and incorporated herein by
reference).                                        
|10.7  |  | Restricted Share Award Agreement dated as of July 1, 1999 between Timothy M. Jones and Mack-Cali Realty Corporation (filed as Exhibit 10.9 to the Operating Partnership's Form 10-Q dated June 30, 1999 and incorporated herein by
reference).                                         
|10.8  |  | Restricted Share Award Agreement dated as of July 1, 1999 between Barry Lefkowitz and Mack-Cali Realty Corporation (filed as Exhibit 10.12 to the Operating Partnership's Form 10-Q dated June 30, 1999 and incorporated herein by
reference).                                         
|10.9  |  | Restricted Share Award Agreement dated as of July 1, 1999 between Roger W. Thomas and Mack-Cali Realty Corporation (filed as Exhibit 10.13 to the Operating Partnership's Form 10-Q dated June 30, 1999 and incorporated herein by
reference).                                         
|10.10 |  | Restricted Share Award Agreement dated as of March 12, 2001 between Roger W. Thomas and Mack-Cali Realty Corporation (filed as Exhibit 10.10 to the Operating Partnership's Form 10-Q dated March 31, 2001 and incorporated herein by
reference).                                      
|10.11 |  | Restricted Share Award Agreement dated as of March 12, 2001 between Michael Grossman and Mack-Cali Realty Corporation (filed as Exhibit 10.11 to the Operating Partnership's Form 10-Q dated March 31, 2001 and incorporated herein by
reference).                                     
|10.12 |  | Restricted Share Award Agreement effective as of January 2, 2003 by and between Mack-Cali Realty Corporation and Mitchell E. Hersh (filed as Exhibit 10.1 to the Corporation's Form 8-K dated January 2, 2003 and incorporated herein by
reference).                                   
|10.13 |  | Tax Gross Up Agreement effective as of January 2, 2003 by and between Mack-Cali Realty Corporation and Mitchell E. Hersh (filed as Exhibit 10.2 to the Corporation's Form 8-K dated January 2, 2003 and incorporated herein by
reference).                                             
|10.14 |  | First Amendment effective as of January 2, 2003 to the Restricted Share Award Agreement dated July 1, 1999 between Mack-Cali Realty Corporation and Mitchell E. Hersh (filed as Exhibit 10.3 to the Corporation's Form 8-K dated
January 2, 2003 and incorporated herein by reference).
|10.15 |  | Restricted Share Award Agreement effective as of January 2, 2003 by and between Mack-Cali Realty Corporation and Timothy M. Jones (filed as Exhibit 10.4 to the Corporation's Form 8-K dated January 2, 2003 and incorporated herein by
reference).                                    
|      |  |                                                                                                                                                                                                                                                                                        

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|10.16 |  | Tax Gross Up Agreement effective as of January 2, 2003 by and between Mack-Cali Realty Corporation and Timothy M. Jones (filed as Exhibit 10.5 to the Corporation's Form 8-K dated January 2, 2003 and incorporated herein by
reference).                                               
|----- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.17 |  | First Amendment effective as of January 2, 2003 to the Restricted Share Award Agreement dated July 1, 1999 between Mack-Cali Realty Corporation and Timothy M. Jones (filed as Exhibit 10.6 to the Corporation's Form 8-K dated
January 2, 2003 and incorporated herein by reference).  
|10.18 |  | Restricted Share Award Agreement effective as of January 2, 2003 by and between Mack-Cali Realty Corporation and Barry Lefkowitz (filed as Exhibit 10.7 to the Corporation's Form 8-K dated January 2, 2003 and incorporated herein by
reference).                                      
|10.19 |  | Tax Gross Up Agreement effective as of January 2, 2003 by and between Mack-Cali Realty Corporation and Barry Lefkowitz (filed as Exhibit 10.8 to the Corporation's Form 8-K dated January 2, 2003 and incorporated herein by
reference).                                                
|10.20 |  | First Amendment effective as of January 2, 2003 to the Restricted Share Award Agreement dated July 1, 1999 between Mack-Cali Realty Corporation and Barry Lefkowitz (filed as Exhibit 10.9 to the Corporation's Form 8-K dated
January 2, 2003 and incorporated herein by reference).   
|10.21 |  | Restricted Share Award Agreement effective as of January 2, 2003 by and between Mack-Cali Realty Corporation and Roger W. Thomas (filed as Exhibit 10.10 to the Corporation's Form 8-K dated January 2, 2003 and incorporated herein by
reference).                                     
|10.22 |  | Tax Gross Up Agreement effective as of January 2, 2003 by and between Mack-Cali Realty Corporation and Roger W. Thomas (filed as Exhibit 10.11 to the Corporation's Form 8-K dated January 2, 2003 and incorporated herein by
reference).                                               
|10.23 |  | First Amendment effective as of January 2, 2003 to the Restricted Share Award Agreement dated July 1, 1999 between Mack-Cali Realty Corporation and Roger W. Thomas (filed as Exhibit 10.12 to the Corporation's Form 8-K dated
January 2, 2003 and incorporated herein by reference).  
|10.24 |  | First Amendment effective as of January 2, 2003 to the Restricted Share Award Agreement dated March 12, 2001 between Mack-Cali Realty Corporation and Roger W. Thomas (filed as Exhibit 10.13 to the Corporation's Form 8-K dated
January 2, 2003 and incorporated herein by reference).
|10.25 |  | Restricted Share Award Agreement effective as of January 2, 2003 by and between Mack-Cali Realty Corporation and Michael A. Grossman (filed as Exhibit 10.14 to the Corporation's Form 8-K dated January 2, 2003 and incorporated herein by
reference).                                 
|10.26 |  | Tax Gross Up Agreement effective as of January 2, 2003 by and between Mack-Cali Realty Corporation and Michael A. Grossman (filed as Exhibit 10.15 to the Corporation's Form 8-K dated January 2, 2003 and incorporated herein by
reference).                                           
|10.27 |  | Restricted Share Award Agreement dated December 6, 1999 by and between Mack-Cali Realty Corporation and Michael A. Grossman (filed as Exhibit 10.16 to the Corporation's Form 8-K dated January 2, 2003 and incorporated herein by
reference).                                          
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|10.28 |  | First Amendment effective as of January 2, 2003 to the Restricted Share Award Agreement dated December 6, 1999 between Mack-Cali Realty Corporation and Michael A. Grossman (filed as Exhibit 10.17 to the Corporation's Form 8-K
dated January 2, 2003 and incorporated herein by reference).
|----- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.29 |  | First Amendment effective as of January 2, 2003 to the Restricted Share Award Agreement dated March 12, 2001 between Mack-Cali Realty Corporation and Michael A. Grossman (filed as Exhibit 10.18 to the Corporation's Form 8-K dated
January 2, 2003 and incorporated herein by reference).  
|10.30 |  | Restricted Share Award Agreement effective as of December 2, 2003 by and between Mack-Cali Realty Corporation and Mitchell E. Hersh (filed as Exhibit 10.1 to the Corporation's Form 8-K dated December 2, 2003 and incorporated herein by
reference).                                        
|10.31 |  | Tax Gross Up Agreement effective as of December 2, 2003 by and between Mack-Cali Realty Corporation and Mitchell E. Hersh (filed as Exhibit 10.2 to the Corporation's Form 8-K dated December 2, 2003 and incorporated herein by
reference).                                                  
|10.32 |  | Restricted Share Award Agreement effective as of December 2, 2003 by and between Mack-Cali Realty Corporation and Timothy M. Jones (filed as Exhibit 10.3 to the Corporation's Form 8-K dated December 2, 2003 and incorporated herein by
reference).                                         
|10.33 |  | Tax Gross Up Agreement effective as of December 2, 2003 by and between Mack-Cali Realty Corporation and Timothy M. Jones (filed as Exhibit 10.4 to the Corporation's Form 8-K dated December 2, 2003 and incorporated herein by
reference).                                                   
|10.34 |  | Restricted Share Award Agreement effective as of December 2, 2003 by and between Mack-Cali Realty Corporation and Barry Lefkowitz (filed as Exhibit 10.5 to the Corporation's Form 8-K dated December 2, 2003 and incorporated herein by
reference).                                          
|10.35 |  | Tax Gross Up Agreement effective as of December 2, 2003 by and between Mack-Cali Realty Corporation and Barry Lefkowitz (filed as Exhibit 10.6 to the Corporation's Form 8-K dated December 2, 2003 and incorporated herein by
reference).                                                    
|10.36 |  | Restricted Share Award Agreement effective as of December 2, 2003 by and between Mack-Cali Realty Corporation and Roger W. Thomas (filed as Exhibit 10.7 to the Corporation's Form 8-K dated December 2, 2003 and incorporated herein by
reference).                                          
|10.37 |  | Tax Gross Up Agreement effective as of December 2, 2003 by and between Mack-Cali Realty Corporation and Roger W. Thomas (filed as Exhibit 10.8 to the Corporation's Form 8-K dated December 2, 2003 and incorporated herein by
reference).                                                    
|10.38 |  | Restricted Share Award Agreement effective as of December 2, 2003 by and between Mack-Cali Realty Corporation and Michael Grossman (filed as Exhibit 10.9 to the Corporation's Form 8-K dated December 2, 2003 and incorporated herein by
reference).                                         
|10.39 |  | Tax Gross Up Agreement effective as of December 2, 2003 by and between Mack-Cali Realty Corporation and Michael Grossman (filed as Exhibit 10.10 to the Corporation's Form 8-K dated December 2, 2003 and incorporated herein by
reference).                                                  
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|10.40 |  | Amended and Restated Revolving Credit Agreement dated as of September 27, 2002, among Mack-Cali Realty, L.P. and JPMorgan Chase Bank, Fleet National Bank and Other Lenders Which May Become Parties Thereto with JPMorgan Chase Bank, as
administrative agent, swing lender and fronting bank, Fleet National Bank and Commerzbank AG, New York and Grand Cayman branches as syndication agents, Bank of America, N.A. and Wells Fargo Bank, National Association, as documentation agents, and
J.P. Morgan Securities Inc. and Fleet Securities, Inc, as arrangers (filed as Exhibit 10.1 to the Operating Partnership's Form 8-K dated September 27, 2002 and incorporated herein by reference).                                                            
|----- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.41 |  | Contribution and Exchange Agreement among The MK Contributors, The MK Entities, The Patriot Contributors, The Patriot Entities, Patriot American Management and Leasing Corp., Cali Realty, L.P. and Cali Realty Corporation, dated September 18,
1997 (filed as Exhibit 10.98 to the Corporation's Form 8-K dated September 19, 1997 and incorporated herein by reference).                                                                                                                                                                                                                                                                                                                                                                                   
|10.42 |  | First Amendment to Contribution and Exchange Agreement, dated as of December 11, 1997, by and among the Operating Partnership, the Corporation and the Mack Group (filed as Exhibit 10.99 to the Corporation's Form 8-K dated
December 11, 1997 and incorporated herein by reference).                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|10.43 |  | Employee Stock Option Plan of Mack-Cali Realty Corporation (filed as Exhibit 10.1 to the Corporation's Post-Effective Amendment No. 1 to Form S-8, Registration No. 333-44443, and incorporated herein by reference).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|10.44 |  | Director Stock Option Plan of Mack-Cali Realty Corporation (filed as Exhibit 10.2 to the Corporation's Post-Effective Amendment No. 1 to Form S-8, Registration No. 333-44443, and incorporated herein by reference).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|10.45 |  | 2000 Employee Stock Option Plan (filed as Exhibit 10.1 to the Corporation's Registration Statement on Form S-8, Registration No. 333-52478, and incorporated herein by reference), as amended by the First Amendment to the 2000 Employee
Stock Option Plan (filed as Exhibit 10.17 to the Corporation's Form 10-Q dated June 30, 2002 and incorporated herein by reference).                                                                                                                                                                                                                                                                                                                                                                                  
|10.46 |  | Amended and Restated 2000 Director Stock Option Plan (filed as Exhibit 10.2 to the Corporation's Post-Effective Amendment No. 1 to Registration Statement on Form S-8, Registration No. 333-100244, and incorporated herein by
reference).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|10.47 |  | Deferred Compensation Plan for Directors (filed as Exhibit 10.1 to the Corporation's Registration Statement on Form S-8, Registration No. 333-80081, and incorporated herein by reference).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|10.48 |  | Form of Indemnification Agreement dated October 22, 2002 by and between Mack-Cali Realty Corporation and each of William L. Mack, John J. Cali, Mitchell E. Hersh, Earle I. Mack, John R. Cali, Brendan T. Byrne, Martin D. Gruss, Nathan
Gantcher, Vincent Tese, Roy J. Zuckerberg, Alan G. Philibosian, Irvin D. Reid, Robert F. Weinberg, Timothy M. Jones, Barry Lefkowitz, Roger W. Thomas, Michael A. Grossman, James Clabby, Anthony Krug, Dean Cingolani, Anthony DeCaro Jr., Mark Durno,
William Fitzpatrick, John Kropke, Nicholas Mitarotonda, Jr., Michael Nevins, Virginia Sobol, Albert Spring and Daniel Wagner (filed as Exhibit 10.28 to the Operating Partnership's Form 10-Q dated September 30, 2002 and incorporated herein
by reference).
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|10.49 |  | Indemnification Agreement dated October 22, 2002 by and between Mack-Cali Realty Corporation and John Crandall (filed as Exhibit 10.29 to the Operating Partnership's Form 10-Q dated September 30, 2002 and incorporated herein by
reference).                                                                                                                                     
|----- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.50 |  | Warrant issued by Cali Realty Corporation to Timothy M. Jones, dated January 31, 1997 (filed as Exhibit 10.86 to the Corporation's Form 10-K dated December 31, 1996 and incorporated herein by reference).                                                                                                                                                                         
|10.51 |  | Warrant issued by Cali Realty Corporation to Michael Grossman, dated January 31, 1997 (filed as Exhibit 10.89 to the Corporation's Form 10-K dated December 31, 1996 and incorporated herein by reference).                                                                                                                                                                         
|10.52 |  | Second Amendment to Contribution and Exchange Agreement, dated as of June 27, 2000, between RMC Development Company, LLC f/k/a Robert Martin Company, LLC, Robert Martin Eastview North Company, L.P., the Corporation and the Operating Partnership
(filed as Exhibit 10.44 to the Operating Partnership's Form 10-K dated December 31, 2002 and incorporated herein by reference).
|10.53 |  | Agreement of Sale and Purchase between and among M-C Harsimus Partners L.L.C. and Columbia Development Company, L.L.C., together as Seller, and iStar Harborside LLC, as Purchaser, dated August 12, 2003 (filed as Exhibit 10.43 to the
Operating Partnership's Form 10-Q dated September 30, 2003 and incorporated herein by reference).                                          
|10.54 |  | Limited Partnership Agreement of Meadowlands Mills/Mack-Cali Limited Partnership by and between Meadowlands Mills Limited Partnership, Mack-Cali Meadowlands Entertainment L.L.C. and Mack-Cali Meadowlands Special L.L.C. dated November 25, 2003
(filed as Exhibit 10.1 to the Corporation's Form 8-K dated December 3, 2003 and incorporated herein by reference).               
|10.55 |  | Redevelopment Agreement by and between the New Jersey Sports and Exposition Authority and Meadowlands Mills/Mack-Cali Limited Partnership dated December 3, 2003 (filed as Exhibit 10.2 to the Corporation's Form 8-K dated December 3,
 2003 and incorporated herein by reference).                                                                                                
|14.1  |  | Mack-Cali Realty Corporation Code of Business Conduct and Ethics (filed as Exhibit 99.3 to the Corporation's Form 8-K dated December 2, 2003 and incorporated herein by reference).                                                                                                                                                                                                 
|*21.1 |  | Subsidiaries of the Operating Partnership.                                                                                                                                                                                                                                                                                                                                          
|*23.1 |  | Consent of PricewaterhouseCoopers LLP, independent accountants.                                                                                                                                                                                                                                                                                                                     
|*23.2 |  | Consent of PricewaterhouseCoopers LLP, independent accountants to American Financial Exchange L.L.C.                                                                                                                                                                                                                                                                                
|*31.1 |  | Certification of the Corporation's Chief Executive Officer, Mitchell E. Hersh, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                           
|*31.2 |  | Certification of the Corporation's Chief Financial Officer, Barry Lefkowitz, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                             
|*32.1 |  | Certification of the Corporation's Chief Executive Officer, Mitchell E. Hersh, and the Corporation's Chief Financial Officer, Barry Lefkowitz, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                           
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|99.1 |  | Mack-Cali Realty Corporation Amended and Restated Audit Committee Charter (filed as Annex A to the Corporation's proxy statement for its Annual Meeting of Stockholders held on May 13, 2003 and incorporated herein by reference).
|---- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|99.2 |  | Mack-Cali Realty Corporation Executive Compensation and Option Committee Charter (filed as Exhibit 99.1 to the Corporation's Form 8-K dated December 2, 2003 and incorporated herein by reference).                                
|99.3 |  | Mack-Cali Realty Corporation Nominating and Corporate Governance Committee Charter (filed as Exhibit 99.2 to the Corporation's Form 8-K dated December 2, 2003 and incorporated herein by reference).                              
|99.4 |  | Mack-Cali Realty Corporation Corporate Governance Principles (filed as Exhibit 99.4 to the Corporation's Form 8-K dated December 2, 2003 and incorporated herein by reference).                                                    

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