EXHIBIT 4.1  



	NUMBER
	 	COMMON STOCK

$.01 PAR VALUE	 	SHARES

	

 	
 	

CUSIP 554489 10 4

SEE REVERSE FOR CERTAIN DEFINITIONS	
 	

 






[Graphic: Logo]

MACK-CALI

REALTY CORPORATION

INCORPORATED UNDER THE LAWS OF THE STATE OF MARYLAND 


        This
Certifies that 



Is
the owner of 




        FULLY
PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK OF 



Mack-Cali
Realty Corporation (hereinafter called the "Corporation"), transferable on the books of the Corporation by the registered holder hereof in person or by duly authorized attorney
upon surrender of this Certificate properly endorsed. This Certificate is not valid until countersigned and registered by the Transfer Agent and Registrar. 


In
Witness Whereof, the Corporation has caused the facsimile signatures of its duly authorized officers and its facsimile seal to be affixed hereto. 




        Dated:



[CORPORATE
SEAL]                                  [Graphic: Four people in front of
landscape/cityscape] 


[BANKNOTE
CORPORATION OF AMERICA] 






	

/s/  MITCHELL E. HERSH      
 Chief Executive Officer	
 	

Countersigned and Registered

EquiServe Trust Company, N.A.

Transfer Agent and Registrar
	

/s/  ROGER W. THOMAS      
 Secretary	
 	

By:	

 
	 	 	 	
 Authorized Officer









MACK-CALI
REALTY CORPORATION 


        The
Corporation will furnish to any stockholder on request and without charge a full statement of the designations and any preferences, conversion and other rights, voting powers,
restrictions, limitations as to dividends, qualifications, and terms and conditions of redemption of the stock of each class which the Corporation is authorized to issue, of the differences in the
relative rights and preferences between the shares of each series of a preferred or special class in series which the Corporation is authorized to issue, to the extent they have been set, and of the
authority of the Board of Directors to set the relative rights and preferences of subsequent series of a preferred or special class of stock. Such request may be made to the secretary of the
Corporation or to its transfer agent. 


        The
following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or
regulations: 



	TEN COM-	 	as tenants in common	 	UNIF GIFT MIN ACT-	 	 
	 	 	 	 	 	 	                   Custodian
	 	 	 	 	 	 	 
	 	 	 	 	 	 	
 (Cust)                        (Minor)
	TEN ENT-	 	as tenants by the entireties	 	 	 	under Uniform Gifts to

Minors Act
	 	 	 	 	 	 	 
	JT TEN-	 	as joint tenants with right of survivorship and not as tenants in common	 	 	 	
 (State)





        Additional
abbreviations may also be used though not in the above list. 


For
value received,
                                         
                  hereby sell, assign and transfer unto 


PLEASE
INSERT SOCIAL SECURITY NUMBER OR

OTHER IDENTIFYING NUMBER OF ASSIGNEE 



	
	 	 	 	 
	
	 	
	 	 





	
	 	 
	(Please print or typewrite name and address including postal zip code of assignee)	 	 
	

 	
 	

 
	
	 	 
	

 	
 	

 
	
	 	Shares represented by
	

the within Certificate, and do hereby irrevocably constitute and appoint	 	 
	

 	
 	

 
	
	 	Attorney to transfer the
	said stock on the books of the within-named Corporation with full power of substitution in the premises.	 	 





	Dated:	 	 	 	 	 	 
	 	 	
	 	 	 	 
	 	 	 	 	Signature(s)	 	 
	 	 	 	 	 	 	

	Signature Guaranteed By:	 	 	 	 
	 	 	 	 	 	 	 









	

 	
 	

 	
 	

 	
 	

 
	
	 	 	 	 





NOTICE:
The signature(s) to this assignment must correspond with the name as written upon the face of the Certificate, in every particular, without alteration or enlargement or any change whatever.