SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                    FORM 8-K
                                 CURRENT REPORT

                         Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934

               Date of report (date of earliest event reported):

                                January 31, 1997
                                ----------------

                             CALI REALTY CORPORATION
--------------------------------------------------------------------------------
             (Exact name of Registrant as specified in its charter)


                                    Maryland
--------------------------------------------------------------------------------
                 (State or other jurisdiction of incorporation)


       1-13274                                                   22-3305147
--------------------------------------------------------------------------------
(Commission File No.)                                         (I.R.S. Employer
                                                             Identification No.)

                  11 Commerce Drive, Cranford, New Jersey 07016
--------------------------------------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)


                                 (908) 272-8000
                                 --------------
              (Registrant's telephone number, including area code)


                                 not applicable
--------------------------------------------------------------------------------
          (Former Name of Former Address, if Changed Since Last Report)


                               Page 1 of 7 Pages
<PAGE>

Item 2. Acquisition or Disposition of Assets

     On January 31, 1997, Cali Realty Corporation and subsidiaries (the
"Company") acquired 65 properties (the "RM Properties") and the related
operations of Robert Martin Company LLC and affiliates ("RM"), for a total cost
of approximately $450 million. The cost of the transaction was financed through
the assumption of a $185 million mortgage, $220 million in cash, substantially
all of which was obtained from the Company's cash reserves, and the issuance of
1,401,225 units (the "Units") in Cali Realty, L.P., the operating partnership.

     In connection with the transaction, the Company assumed a $185 million
non-recourse mortgage loan with Teachers Insurance and Annuity Association of
America ("TIAA"), with interest only payable monthly at a fixed annual rate of
7.18 percent (the "TIAA Mortgage"). The TIAA Mortgage is secured and
cross-collateralized by 43 of the RM Properties and matures on December 31,
2003. The Company, at its option, may convert the TIAA Mortgage to unsecured
public debt upon achievement by the Company of an investment credit rating of
Baa3/BBB- or better. The TIAA Mortgage is prepayable in whole or in part subject
to certain provisions, including yield maintenance.

     The RM Properties consist primarily of 58 office and office/flex properties
aggregating approximately 3.7 million square feet and six industrial/warehouse
properties aggregating approximately 400,000 square feet. The RM Properties are
located primarily in established business parks in Westchester County, New York
and Fairfield County, Connecticut. The Company has agreed not to sell certain of
the RM Properties for a period of seven years without the consent of the RM
principals, except for sales made under certain circumstances and/or conditions.

     In connection with this transaction, the Company was granted a three-year
option to acquire a 115,000 square foot office property and an 84,000 square
foot office/flex property (the "Option Properties") for an aggregate minimum
price of $19 million and has granted RM the right to put such properties to the
Company between a range of an aggregate purchase price of $11.6 to $21.3
million, under certain conditions. The purchase prices, under the agreement, are
subject to adjustment based on 


                               Page 2 of 7 Pages
<PAGE>

different formulas and are payable in cash or Units.

     The Company provided an $11.6 million non-recourse mortgage loan ("Mortgage
Receivable") to entities controlled by the RM principals, bearing interest at an
annual rate of 450 basis points over one-month LIBOR. The Mortgage Receivable,
which is secured by the Option Properties and guaranteed by certain of the RM
principals, matures on February 1, 2000. In addition, the Company received a
three percent origination fee in connection with the Mortgage Receivable.

     In connection with the RM transaction, the Company's environmental
consultant undertook environmental audits of the properties, including sampling
activities, which identified certain environmental conditions at several of the
properties (the "Designated Properties") that will likely require further
investigation and/or remedial activities. RM retained the liability and
responsibility for remediation of the environmental conditions of the Designated
Properties, and has established an escrow in the amount of $1.5 million (the
"Environmental Escrow") as a clean-up fund. Any remediation costs for the
Designated Properties exceeding the Environmental Escrow will remain the
responsibility of the principals of RM.

     Additionally, RM has made certain customary representations and warranties
to the Company, most of which survive the closing for a period of one year. RM
has agreed to maintain a minimum net worth of $25 million during such period.


                               Page 3 of 7 Pages
<PAGE>

     RM, headquartered in Elmsford, New York, is a large real estate development
company doing business in the Westchester County, New York and Fairfield County,
Connecticut region. The privately-held firm owns and manages a portfolio of over
4.1 million square feet of office, office/flex and industrial/ warehouse
properties throughout the two-county area. RM is a fully integrated firm,
offering in-house architecture, engineering, construction, leasing and
management services to approximately 600 tenants.

     As part of the transaction, Brad W. Berger, President and Chief Executive
Officer of RM, and Timothy M. Jones, Chief Operating Officer of RM, joined the
Company as Executive Vice Presidents under three-year employment agreements.
Pursuant to the agreements, Messrs. Berger and Jones were each issued warrants
to purchase 170,000 shares of the Company's common stock at a stock price of $33
per share, which vest equally over a three-year period and expire on January 31,
2007.

     Robert F. Weinberg, co-founder of RM, and Mr. Berger will serve on the
Company's Board of Directors for an initial term of three years. The Company
will also appoint two additional independent Board members, thereby increasing
the size of the Board from nine to thirteen members.

     Following the transaction, the Company's portfolio consists of 123
properties, aggregating 11.4 million square of office, office/flex and
industrial/warehouse properties, located in New Jersey, New York, Pennsylvania
and Connecticut.


Item 7. Financial Statements, Pro forma Financial Information and Exhibits.

(a) Financial Statements of Business Acquired.

     It is impracticable to provide the financial information required under
Item 7(a) as of the required filing date of this Form 8-K. Such required
financial information will be filed under cover of Form 8-K/A as soon as
available and in no event later than April 21, 1997.


                               Page 4 of 7 Pages
<PAGE>

(b) Pro Forma Financial Information.

     It is impracticable to provide the pro forma financial information required
under Item 7(b) as of the required filing date of this Form 8-K. Such required
pro forma financial information will be filed under cover of Form 8-K/A as soon
as available and in no event later than April 21, 1997.

(c) Exhibits.

Exhibit
Number                    Exhibit Title
------                    -------------


10.59             Contribution and Exchange Agreement,
                  dated January 24, 1997, among
                  Robert Martin Company, LLC, Robert
                  Martin-Eastview North Company, L.P.,
                  Cali Realty, L.P. and Cali
                  Realty Corporation (including Schedule
                  28.1 - Special Environmental Matters, and certain Exhibits).

10.60             Amended and Restated Agreement of Limited
                  Partnership of Cali Realty, L.P., dated as
                  of January 16, 1997.

10.61             Third Modification and Assumption of Loans
                  Agreement among Robert Martin Company, LLC,
                  Cali CW Realty Associates L.P., Elmsford
                  Realty Associates L.P., Talleyrand Realty
                  Associates L.P., Cali Mid-West Realty
                  Associates L.P., Cali So. West Realty
                  Associates L.P., Cali WP Realty Associates
                  L.P. and Teachers Insurance and Annuity
                  Association of America, dated as of January
                  31, 1997 (including certain Exhibits).


                               Page 5 of 7 Pages
<PAGE>

                                   SIGNATURES

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

Dated:   February 18, 1997


                                            CALI REALTY CORPORATION




                                            By:      /s/ Thomas A. Rizk
                                                     ---------------------------
                                                     Thomas A. Rizk
                                                     President and Chief
                                                     Executive Officer



                                            By:      /s/ Barry Lefkowitz
                                                     ---------------------------
                                                     Barry Lefkowitz
                                                     Vice President - Finance
                                                     and Chief Financial Officer


                               Page 6 of 7 Pages
<PAGE>

                                  Exhibit Index

                                                                    Sequentially
Exhibit                                                               Numbered
Number                              Exhibit Title                       Page
------                              -------------                   ------------

10.59             Contribution and Exchange Agreement, dated
                  January 24, 1997, among Robert Martin Company,
                  LLC, Robert Martin-Eastview North Company,
                  L.P., Cali Realty, L.P. and Cali Realty
                  Corporation (including Schedule 28.1 - Special
                  Environmental Matters, and certain Exhibits).

10.60             Amended and Restated Agreement of Limited
                  Partnership of Cali Realty, L.P., dated as of
                  January 16, 1997.

10.61             Third Modification and Assumption of Loans
                  Agreement among Robert Martin Company, LLC,
                  Cali CW Realty Associates L.P., Elmsford Realty
                  Associates L.P., Talleyrand Realty Associates
                  L.P., Cali Mid-West Realty Associates L.P.,
                  Cali So. West Realty Associates L.P., Cali WP
                  Realty Associates L.P. and Teachers Insurance
                  and Annuity Association of America, dated as of
                  January 31, 1997 (including certain Exhibits).
[{"type": "8-K", "sequence": "1", "description": "FORM 8-K", "secsgml_size_bytes": 11998}]
{"company-data": {"conformed-name": "CALI REALTY CORP /NEW/", "cik": "0000924901", "assigned-sic": "6798", "irs-number": "223305147", "state-of-incorporation": "MD", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-13274", "film-number": "97537561"}, "business-address": {"street1": "11 COMMERCE DR", "street2": "1ST FLOOR", "city": "CRANFORD", "state": "NJ", "zip": "07016", "phone": "9082728000"}, "mail-address": {"street1": "11 COMMERCE DRIVE", "street2": "1ST FLOOR", "city": "CRANFORD", "state": "NJ", "zip": "07016"}, "former-company": [{"former-conformed-name": "CALI REALTY L P", "date-changed": "19941025"}, {"former-conformed-name": "CALI REALTY CORP", "date-changed": "19940608"}]}
SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K
                                 CURRENT REPORT

                         Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934

               Date of report (date of earliest event reported):

                                January 31, 1997
                                ----------------

                             CALI REALTY CORPORATION
--------------------------------------------------------------------------------
             (Exact name of Registrant as specified in its charter)

                                    Maryland
--------------------------------------------------------------------------------
                 (State or other jurisdiction of incorporation)

       1-13274                                                   22-3305147
--------------------------------------------------------------------------------
(Commission File No.)                                         (I.R.S. Employer
                                                             Identification No.)

                  11 Commerce Drive, Cranford, New Jersey 07016
--------------------------------------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)

                                 (908) 272-8000
                                 --------------
              (Registrant's telephone number, including area code)

                                 not applicable
--------------------------------------------------------------------------------
          (Former Name of Former Address, if Changed Since Last Report)

                               Page 1 of 7 Pages
Item 2. Acquisition or Disposition of Assets

     On January 31, 1997, Cali Realty Corporation and subsidiaries (the
"Company") acquired 65 properties (the "RM Properties") and the related
operations of Robert Martin Company LLC and affiliates ("RM"), for a total cost
of approximately $450 million. The cost of the transaction was financed through
the assumption of a $185 million mortgage, $220 million in cash, substantially
all of which was obtained from the Company's cash reserves, and the issuance of
1,401,225 units (the "Units") in Cali Realty, L.P., the operating partnership.

     In connection with the transaction, the Company assumed a $185 million
non-recourse mortgage loan with Teachers Insurance and Annuity Association of
America ("TIAA"), with interest only payable monthly at a fixed annual rate of
7.18 percent (the "TIAA Mortgage"). The TIAA Mortgage is secured and
cross-collateralized by 43 of the RM Properties and matures on December 31,
2003. The Company, at its option, may convert the TIAA Mortgage to unsecured
public debt upon achievement by the Company of an investment credit rating of
Baa3/BBB- or better. The TIAA Mortgage is prepayable in whole or in part subject
to certain provisions, including yield maintenance.

     The RM Properties consist primarily of 58 office and office/flex properties
aggregating approximately 3.7 million square feet and six industrial/warehouse
properties aggregating approximately 400,000 square feet. The RM Properties are
located primarily in established business parks in Westchester County, New York
and Fairfield County, Connecticut. The Company has agreed not to sell certain of
the RM Properties for a period of seven years without the consent of the RM
principals, except for sales made under certain circumstances and/or conditions.

     In connection with this transaction, the Company was granted a three-year
option to acquire a 115,000 square foot office property and an 84,000 square
foot office/flex property (the "Option Properties") for an aggregate minimum
price of $19 million and has granted RM the right to put such properties to the
Company between a range of an aggregate purchase price of $11.6 to $21.3
million, under certain conditions. The purchase prices, under the agreement, are
subject to adjustment based on 

                               Page 2 of 7 Pages
different formulas and are payable in cash or Units.

     The Company provided an $11.6 million non-recourse mortgage loan ("Mortgage
Receivable") to entities controlled by the RM principals, bearing interest at an
annual rate of 450 basis points over one-month LIBOR. The Mortgage Receivable,
which is secured by the Option Properties and guaranteed by certain of the RM
principals, matures on February 1, 2000. In addition, the Company received a
three percent origination fee in connection with the Mortgage Receivable.

     In connection with the RM transaction, the Company's environmental
consultant undertook environmental audits of the properties, including sampling
activities, which identified certain environmental conditions at several of the
properties (the "Designated Properties") that will likely require further
investigation and/or remedial activities. RM retained the liability and
responsibility for remediation of the environmental conditions of the Designated
Properties, and has established an escrow in the amount of $1.5 million (the
"Environmental Escrow") as a clean-up fund. Any remediation costs for the
Designated Properties exceeding the Environmental Escrow will remain the
responsibility of the principals of RM.

     Additionally, RM has made certain customary representations and warranties
to the Company, most of which survive the closing for a period of one year. RM
has agreed to maintain a minimum net worth of $25 million during such period.

                               Page 3 of 7 Pages
RM, headquartered in Elmsford, New York, is a large real estate development
company doing business in the Westchester County, New York and Fairfield County,
Connecticut region. The privately-held firm owns and manages a portfolio of over
4.1 million square feet of office, office/flex and industrial/ warehouse
properties throughout the two-county area. RM is a fully integrated firm,
offering in-house architecture, engineering, construction, leasing and
management services to approximately 600 tenants.

     As part of the transaction, Brad W. Berger, President and Chief Executive
Officer of RM, and Timothy M. Jones, Chief Operating Officer of RM, joined the
Company as Executive Vice Presidents under three-year employment agreements.
Pursuant to the agreements, Messrs. Berger and Jones were each issued warrants
to purchase 170,000 shares of the Company's common stock at a stock price of $33
per share, which vest equally over a three-year period and expire on January 31,
2007.

     Robert F. Weinberg, co-founder of RM, and Mr. Berger will serve on the
Company's Board of Directors for an initial term of three years. The Company
will also appoint two additional independent Board members, thereby increasing
the size of the Board from nine to thirteen members.

     Following the transaction, the Company's portfolio consists of 123
properties, aggregating 11.4 million square of office, office/flex and
industrial/warehouse properties, located in New Jersey, New York, Pennsylvania
and Connecticut.

Item 7. Financial Statements, Pro forma Financial Information and Exhibits.

(a) Financial Statements of Business Acquired.

     It is impracticable to provide the financial information required under
Item 7(a) as of the required filing date of this Form 8-K. Such required
financial information will be filed under cover of Form 8-K/A as soon as
available and in no event later than April 21, 1997.

                               Page 4 of 7 Pages
(b) Pro Forma Financial Information.

     It is impracticable to provide the pro forma financial information required
under Item 7(b) as of the required filing date of this Form 8-K. Such required
pro forma financial information will be filed under cover of Form 8-K/A as soon
as available and in no event later than April 21, 1997.

(c) Exhibits.

Exhibit
Number                    Exhibit Title
------                    -------------

10.59             Contribution and Exchange Agreement,
                  dated January 24, 1997, among
                  Robert Martin Company, LLC, Robert
                  Martin-Eastview North Company, L.P.,
                  Cali Realty, L.P. and Cali
                  Realty Corporation (including Schedule
                  28.1 - Special Environmental Matters, and certain Exhibits).

10.60             Amended and Restated Agreement of Limited
                  Partnership of Cali Realty, L.P., dated as
                  of January 16, 1997.

10.61             Third Modification and Assumption of Loans
                  Agreement among Robert Martin Company, LLC,
                  Cali CW Realty Associates L.P., Elmsford
                  Realty Associates L.P., Talleyrand Realty
                  Associates L.P., Cali Mid-West Realty
                  Associates L.P., Cali So. West Realty
                  Associates L.P., Cali WP Realty Associates
                  L.P. and Teachers Insurance and Annuity
                  Association of America, dated as of January
                  31, 1997 (including certain Exhibits).

                               Page 5 of 7 Pages
SIGNATURES

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

Dated:   February 18, 1997

                                            CALI REALTY CORPORATION

                                            By:      /s/ Thomas A. Rizk
                                                     ---------------------------
                                                     Thomas A. Rizk
                                                     President and Chief
                                                     Executive Officer

                                            By:      /s/ Barry Lefkowitz
                                                     ---------------------------
                                                     Barry Lefkowitz
                                                     Vice President - Finance
                                                     and Chief Financial Officer

                               Page 6 of 7 Pages
Exhibit Index

                                                                    Sequentially
Exhibit                                                               Numbered
Number                              Exhibit Title                       Page
------                              -------------                   ------------

10.59             Contribution and Exchange Agreement, dated
                  January 24, 1997, among Robert Martin Company,
                  LLC, Robert Martin-Eastview North Company,
                  L.P., Cali Realty, L.P. and Cali Realty
                  Corporation (including Schedule 28.1 - Special
                  Environmental Matters, and certain Exhibits).

10.60             Amended and Restated Agreement of Limited
                  Partnership of Cali Realty, L.P., dated as of
                  January 16, 1997.

10.61             Third Modification and Assumption of Loans
                  Agreement among Robert Martin Company, LLC,
                  Cali CW Realty Associates L.P., Elmsford Realty
                  Associates L.P., Talleyrand Realty Associates
                  L.P., Cali Mid-West Realty Associates L.P.,
                  Cali So. West Realty Associates L.P., Cali WP
                  Realty Associates L.P. and Teachers Insurance
                  and Annuity Association of America, dated as of
                  January 31, 1997 (including certain Exhibits).