Registration No. 333-________


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    ---------

                                    Form S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933



                             CALI REALTY CORPORATION
 ................................................................................
             (Exact name of registrant as specified in its charter)


             Maryland                                      22-3305147
 ..........................................            ....................
     (State or other jurisdiction of                    (I.R.S. Employer
     incorporation or organization)                    Identification No.)


11 Commerce Drive, Cranford, New Jersey                      07016
          (908) 272-8000
 ..........................................           .....................
(Address, including telephone number, of                   (Zip Code)
 Principal Executive Offices)


                       THE EMPLOYEE STOCK OPTION PLAN AND
                         THE DIRECTOR STOCK OPTION PLAN
 ................................................................................
                            (Full title of the plan) 

                                   Copies to:

MR. THOMAS A. RIZK                               JONATHAN A. BERNSTEIN, ESQ.
Chief Executive Officer                          BLAKE HORNICK, ESQ.
Cali Realty Corporation                          Pryor, Cashman, Sherman & Flynn
11 Commerce Drive                                410 Park Avenue
Cranford, New Jersey                             New York, New York 10022
(908) 272-8000                                   (212) 421-4100
--------------------------------------------------------------------------------
         (Names, addresses and telephone numbers of agents for service) 
<PAGE>
<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE 

Title of                    Amount           Proposed Maximum        Proposed Maximum             Amount of
Securities to               to be           Offering Price Per           Aggregate               Registration
be Registered            Registered *            Share **             Offering Price                 Fee
-------------            ------------            --------             --------------                 ---
<S>                   <C>                         <C>                 <C>                         <C>
Common Stock          550,000 shares              $28.125             $15,468,750.00              $4,687.50
($0.01 par value)
-----------

*        All of the securities  registered  hereby are issuable under the Plans.
         This  registration  statement also includes  1,330,188 shares of Common
         Stock,  $.01 par value per share. A  registration  fee of $7,682.98 was
         paid with  respect  to these  shares  with the  filing of  Registration
         Statement No.  33-91822,  on Form S-8, with the Securities and Exchange
         Commission on May 2, 1995.

**       Estimated,  in accordance  with Rule 457(c),  solely for the purpose of
         calculating the  registration  fee. The proposed Maximum Offering Price
         per Share represents the average of the high and low prices as reported
         by the New York Stock Exchange on December 16, 1996.
</TABLE>
<PAGE>
================================================================================
                                EXPLANATORY NOTES 
================================================================================



         Pursuant  to  General  Instruction  E of Form  S-8,  this  registration
statement incorporates by reference Registration Statement No. 33-91822, on Form
S-8,  filed with the  Securities  and  Exchange  Commission  on May 2,  1995,  a
post-effective amendment to which was filed on September 29, 1995.

         Included on the immediately  following pages is a "reoffer  prospectus"
for use by certain  selling  shareholders  in  connection  with the  reoffer and
resale of restricted  securities pursuant to the Company's Employee Stock Option
Plan and Director Stock Option Plan.


<PAGE>
================================================================================
PROSPECTUS
================================================================================

                                1,880,188 Shares


                             CALI REALTY CORPORATION


                                  Common Stock
                                     ------

         All of the 1,880,188  shares of common stock,  $.01 par value per share
(the "Common  Stock"),  of Cali Realty  Corporation  and its  subsidiaries  (the
"Company")  registered hereby are registered for the account of the shareholders
described herein (the "Selling  Shareholders").  See "Selling Shareholders." The
Company will not receive any proceeds  from the sale of such Common Stock by the
Selling Shareholders. The 1,880,188 shares of Common Stock registered hereby are
referred  to herein as the  "Selling  Shareholder  Shares."  All of the  Selling
Shareholder  Shares are issuable upon the exercise of options  granted as of the
date hereof.

         Shares  of Common  Stock  may be sold from time to time by the  Selling
Shareholders,  or by  pledgees,  donees,  transferees  or  other  successors  in
interest.  Such sales may be made on the New York Stock Exchange (the "NYSE") or
other   exchanges   on  which  the  Common   Stock  is  then   traded,   in  the
over-the-counter  market, or otherwise at prices and at terms then prevailing or
at  prices  related  to  the  then  current  market  price,   or  in  negotiated
transactions.  The Selling  Shareholder Shares may be sold in one or more of the
following  transactions:  (a) a block  trade in which  the  broker  or dealer so
engaged  will  attempt to sell the Selling  Shareholder  Shares as agent but may
position  and  resell a portion  of the block as  principal  to  facilitate  the
transaction;  (b) purchases by a broker or dealer as principal and resale by the
broker or dealer for its account  pursuant to this  Prospectus;  (c) an exchange
distribution  in  accordance  with the rules of the  exchange;  and (d) ordinary
brokerage transactions and transactions in which the broker solicits purchasers.
In effecting sales,  brokers or dealers engaged by the Selling  Shareholders may
arrange for the other brokers or dealers to participate.  Brokers or dealers may
receive  commissions  or discounts  from Selling  Shareholders  in amounts to be
negotiated immediately prior to the sale. These brokers or dealers and any other
participating  brokers  or  dealers,  as  well  as  certain  pledgees,   donees,
transferees and other successors in interest, may be deemed to be "underwriters"
within the meaning of the  Securities  Act of 1933, as amended (the  "Securities
Act"), in connection with the sales. In addition, any securities covered by this
Prospectus  that qualify for sale pursuant to Rule 144 under the  Securities Act
may be sold under Rule 144 rather than pursuant to this Prospectus.

         The aggregate proceeds to the Selling Shareholders from the sale of the
Selling Shareholder Shares will be the purchase price of the Selling Shareholder
Shares sold less the aggregate agents' commissions and underwriters'  discounts,
if any. By  agreement,  the Company will pay  substantially  all of the expenses
incident to the  registration  of the  Selling  Shareholder  Shares,  except for
selling commissions  associated with the sale of the Selling Shareholder Shares,
all of which will be paid by the Selling Shareholders.

         The  Common  Stock is listed on the NYSE  under the  symbol  "CLI." The
closing  price of the Common  Stock as reported on the NYSE on December 16, 1996
was $27.875 per share.
<PAGE>
          THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
           SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
            OR COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMIS-
              SION ANY STATE SECURITIES COMMISSION PASSED UPON THE
               ACCURACY OR ADEQUACY OF THIS PROSPECTUS ANY REPRE-
                SENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.


                    THE ATTORNEY GENERAL OF THE STATE OF NEW
                     YORK HAS NOT PASSED ON OR ENDORSED THE
                            MERITS OF THIS OFFERING.
                 ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.



                The date of this Prospectus is December 19, 1996. 


<PAGE>
         No dealer,  salesperson or any other person has been authorized to give
any  information or to make any  representations  other than those  contained in
this  Prospectus in connection  with the offer made by this  Prospectus  and, if
given or made, such  information or  representations  must not be relied upon as
having  been  authorized  by the  Company  or  the  Selling  Shareholders.  This
Prospectus does not constitute an offer to sell or a solicitation of an offer to
buy, the securities  offered hereby in any  jurisdiction  in which such offer or
solicitation is not authorized,  or to any person to whom it is unlawful to make
such offer or solicitation. Neither the delivery of this Prospectus nor any sale
made hereunder shall, under any  circumstances,  create any implication that any
information  contained  therein is correct as of any time subsequent to the date
hereof.

                              AVAILABLE INFORMATION

         The  Company  has  filed a  Registration  Statement  on Form  S-8  (the
"Registration  Statement")  under the  Securities  Act with the  Securities  and
Exchange Commission (the "Commission") covering the Common Stock offered hereby.
As permitted by the rules and  regulations of the  Commission,  this  Prospectus
omits  certain   information,   exhibits  and  undertakings   contained  in  the
Registration  Statement.  For further  information  pertaining to the securities
offered hereby,  reference is made to the Registration Statement,  including the
exhibits filed as a part thereof.

         The  Company  is  subject  to  the  informational  requirements  of the
Securities Exchange Act of 1934, as amended ("Exchange Act"), and, in accordance
therewith,  files  reports,  proxy  statements  and other  information  with the
Commission. Reports, proxy statements and other information filed by the Company
can be inspected and copied at the public reference facilities maintained by the
Commission  at 450  Fifth  Street,  N.W.,  Washington,  D.C.  20549;  and at its
Regional  Offices  located at 500 West  Madison  Street,  Suite  1400,  Chicago,
Illinois  60661;  and Seven World Trade Center,  13th Floor,  New York, New York
10048. Copies of such material can be obtained from the Public Reference Section
of the Commission, 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed
rates.  The  Commission  maintains a Web site that contains  reports,  proxy and
information  statements and other  information  regarding  registrants that file
electronically with the Commission. The address of the Commission's Web site is:
http://www.sec.gov.  The  Common Stock  is listed on the NYSE and such  reports,
proxy statements and other  information  concerning the Company can be inspected
at the offices of the NYSE, 20 Broad Street, New York, New York 10005.

         All documents that are incorporated by reference in this Prospectus but
which are not  delivered  herewith  are  available  without  charge  (other than
exhibits to such documents which are not specifically  incorporated by reference
therein) upon request from Cali Realty Corporation, 11 Commerce Drive, Cranford,
New Jersey 07016 (telephone number: (908) 272-8000).


                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE 

         The  documents  listed  below have been filed by the Company  under the
Exchange Act with the Commission and are incorporated herein by reference:

         a.    The Company's  Annual Report on Form 10-K (File No.  1-13274) for
               the fiscal year ended December 31, 1995;

         b.    The Company's  Quarterly  Reports on Form 10-Q (File No. 1-13274)
               for the fiscal  quarters ended March 31, 1996,  June 30, 1996 and
               September 30, 1996;
<PAGE>
         c.    The  Company's  Current  Reports  on Form 8-K (File No. 1-13274),
               dated July 16, 1996,  August 12, 1996,  October 8, 1996,  October
               29, 1996, November 18, 1996 and November 21, 1996;

         d.    The Company's Proxy  Statement  relating to the Annual Meeting of
               Shareholders held on May 13, 1996; and

         e.    The  description  of the  Common  Stock  and the  description  of
               certain  provisions of Maryland Law and of the Company's Articles
               of  Incorporation  and Bylaws,  both  contained in the  Company's
               Registration Statement on Form 8-A, dated August 9, 1994.

         All documents filed by the Company  pursuant to Sections 13(a),  13(c),
14 and 15(d) of the Exchange Act  subsequent to the date of this  Prospectus and
prior to the  termination of this offering shall be deemed to be incorporated by
reference in this  Prospectus and to be part hereof from the date of filing such
documents (provided, however, that the information referred to in Item 402(a)(8)
of  Regulation  S-K  of  the  Commission   shall  not  be  deemed   specifically
incorporated by reference herein).

         Any statement contained herein or in a document  incorporated or deemed
to be  incorporated  by  reference  herein  shall be  deemed to be  modified  or
superseded  for  purposes  of this  Prospectus  to the extent  that a  statement
contained  herein (or in the applicable  Prospectus  Supplement) or in any other
subsequently  filed  document which also is or is deemed to be  incorporated  by
reference  herein modifies or supersedes  such statement.  Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.

                                   THE COMPANY

         The Company is a fully-integrated real estate investment trust ("REIT")
that owns and operates a portfolio comprised predominantly of Class A office and
office/flex  buildings  located  primarily in New Jersey,  as well as commercial
real estate  leasing,  management,  acquisition,  development  and  construction
businesses. As of September 30, 1996, the Company owned 100 percent of 44 office
and office/flex  properties  encompassing  approximately 4.3 million square feet
and  one  327  unit  multifamily   residential   property   (collectively,   the
"Properties").  The 44 office and  office/flex  properties  are  comprised of 27
office buildings containing an aggregate of 3.6 million square feet (the "Office
Properties")   and  17   office/flex   buildings   containing  an  aggregate  of
approximately  700,000 square feet (the "Office/Flex  Properties").  The Company
believes  that its  Properties  have  excellent  locations  and  access  and are
well-maintained  and professionally  managed.  As a result, the Company believes
that its properties  attract high quality  tenants and achieve among the highest
rent, occupancy and tenant retention rates within their markets. As of September
30, 1996, the Office Properties and Office/Flex Properties were approximately 97
percent leased to over 430 tenants. 

         On November 4, 1996,  the Company  acquired the 1.9 million square foot
Harborside  Center  office  complex in Jersey City,  New Jersey.  On November 7,
1996,  the  Company  acquired  Five  Sentry,  a  two-building   office  complex,
aggregating 131,000 square feet, in Plymouth Meeting,  Pennsylvania. On December
10, 1996, the Company acquired  Whiteweld  Centre, a three-story,  approximately
230,000 net rentable  square foot office building in Woodcliff Lake, New Jersey.
On December 16, 1996,  the Company  acquired One Bridge Plaza,  a 200,000 square
foot office building in Fort Lee, New Jersey.  On December 17, 1996, the Company
acquired  Airport  Center,  a   three-building   office  complex   comprised  of
approximately 370,000 net rentable square feet, in Lester, Pennsylvania.
<PAGE>
         The Company's  strategy has been to focus its development and ownership
of  properties in  sub-markets  where it is, or can become,  a  significant  and
preferred  owner and  operator.  The  Company  will  continue  this  strategy by
expanding, primarily through acquisitions, into sub-markets where it has, or can
achieve,  similar  status.  Management  believes  that the recent trend  towards
increasing  rental  and  occupancy  rates  in Class A  office  buildings  in the
Company's sub-markets presents significant opportunities for growth. The Company
may also develop  properties in such sub-markets.  Management  believes that its
extensive market knowledge  provides the Company with a significant  competitive
advantage which is further enhanced by its strong reputation for and emphasis on
delivering highly responsive management services, including direct and continued
access to the Company's senior  management.  The Company performs  substantially
all construction,  leasing,  management and tenant improvements on an "in-house"
basis and is self-administered and self-managed.

         Cali  Associates,  the entity whose  business the Company  succeeded in
1994,  was  founded by John J. Cali,  Angelo R. Cali and Edward  Leshowitz  (the
"Founders"),  who have been involved in the  development,  leasing,  management,
operation and disposition of commercial and  residential  properties in Northern
and  Central  New Jersey for over 40 years and have been  primarily  focusing on
office building  development for the past 17 years. In addition to the Founders,
the  Company's  executive  officers  have been  employed  by the Company and its
predecessor for an average of ten years.  The Company and its  predecessor  have
built  approximately  four million  square feet of office  space,  more than one
million square feet of industrial facilities and over 5,500 residential units.

         The Company  has  elected to be taxed as a REIT for federal  income tax
purposes  and  expects to continue to elect such  status.  Although  the Company
believes  that it was organized  and has been  operating in conformity  with the
requirements  for  qualification  under the Internal  Revenue  Code of 1986,  as
amended (the  "Code"),  no assurance can be given that the Company will continue
to qualify as a REIT. Qualification as a REIT involves the application of highly
technical and complex Code  provisions of which there are only limited  judicial
or  administrative  interpretations.  If in any taxable year the Company were to
fail to qualify as a REIT,  the  Company  would not be allowed a  deduction  for
distributions  to stockholders in computing  taxable income and would be subject
to federal  taxation at regular  corporate  rates.  As a result,  such a failure
would  adversely  affect  the  Company's  ability to make  distributions  to its
stockholders  and  could  have  an  adverse  affect  on  the  market  value  and
marketability of the Common Stock.

         To ensure that the Company  qualifies as a REIT, the transfer of shares
of Common  Stock and  Preferred  Stock (as defined  below) is subject to certain
restrictions,  and ownership of capital stock by any single person is limited to
9.8 percent of the value of such capital stock,  subject to certain  exceptions.
The Company's  Articles of Incorporation  provide that any purported transfer in
violation of the above-described ownership limitations shall be void ab initio.

         The shares of Common  Stock of the Company are listed on the NYSE under
the symbol "CLI." The Company has paid regular  quarterly  distributions  on its
Common  Stock  since it  commenced  operations  as a REIT in 1994.  The  Company
intends  to  continue  making  regular  quarterly  distributions  to its  Common
Stockholders.  Distributions  depend upon a variety of factors, and there can be
no assurance that distributions will be made.
<PAGE>
         All of the Company's  interests in the  Properties are held by, and its
operations  are  conducted  through,  Cali  Realty,  L.P.,  a  Delaware  limited
partnership  (the  "Operating  Partnership"),  or by entities  controlled by the
Operating Partnership.  The Company owned, as of November 30, 1996, 93.1 percent
of  the  Operating  Partnership's  outstanding  units  of  partnership  interest
("Units"), and is the sole general partner of the Operating Partnership.

         The  Company  was  incorporated  under the laws of  Maryland on May 24,
1994.  Its executive  offices are located at 11 Commerce  Drive,  Cranford,  New
Jersey 07016, and its telephone number is (908) 272-8000.


                                 USE OF PROCEEDS

         The shares of Common Stock offered hereby are being  registered for the
account of the Selling  Shareholders  and,  accordingly,  the  Company  will not
receive  any  proceeds  from the sale of the Selling  Shareholder  Shares by the
Selling Shareholders.


                              SELLING SHAREHOLDERS

         The  shares  of  Common  Stock  offered  by this  Prospectus  are to be
acquired  by   directors   and/or   officers  of  the  Company   (the   "Selling
Shareholders") pursuant to the Company's Director Stock Option Plan and Employee
Stock Option Plan. Each Selling Shareholder will receive all of the net proceeds
from  the  sale of his or her  respective  Selling  Shareholder  Shares  offered
hereby.  The  following  table  sets forth  certain  information  regarding  the
ownership  of the  Company's  Common  Stock by the  Selling  Shareholders  as of
December 15, 1996.  The number of shares of Common  Stock  outstanding  will not
change  as a result of the  offering,  nor will the  number  of shares  owned or
percentage  of  ownership  of any persons  other than the  Selling  Shareholders
change  as a result  thereof.  There  is no  assurance  that any of the  Selling
Shareholders  will offer for sale or sell any or all of the Common Stock offered
by them pursuant to this Prospectus.
<PAGE>
<TABLE>
<CAPTION>
                                          Number of Shares Owned       Number of Shares         Number of Shares to be
Name and Position with Company             Prior to Offering(1)        Registered Hereby        Owned After Offering(2)
------------------------------             --------------------        -----------------        -----------------------
<S>                                               <C>                       <C>                          <C>        
John J. Cali,
Chairman of the Board of Directors(3)               7,100                     7,000                        100

Thomas A. Rizk,
President, Chief Executive Officer
   and Director(3)                                325,000                   325,000                          0

John R. Cali,
Chief Administrative Officer(3)                   325,000                   325,000                          0

Brant Cali
Chief Operating Officer(3)                        325,000                   325,000                          0

James Nugent,
Vice President - Leasing(3)                        64,000                    64,000                          0

Albert Spring,
Vice President - Operations(3)                     60,000                    59,000                      1,000

Roger W. Thomas,
Vice President, General Counsel
  and Assistant Secretary                          64,370                    64,000                        370

Barry Lefkowitz,
Chief Financial Officer                            64,096                    64,000                         96

Angelo R. Cali,
Director(3)                                         7,000                     7,000                          0

Edward Leshowitz,
Director(3)                                         7,000                     7,000                          0

Brendan T. Byrne,
Director                                            7,100                     7,000                        100

Kenneth A. DeGhetto,
Director                                            9,000                     7,000                      2,000

James W. Hughes,
Director                                            7,000                     7,000                          0

Irvin D. Reid,
Director                                            7,000                     7,000                          0

Alan Turtletaub,
Director                                            8,000                     7,000                      1,000
-----------------------
</TABLE>
(1) Includes shares of Common Stock underlying options.  Does not include shares
of Common Stock issuable upon the redemption of Units, which are covered under a
separate Registration Statement, No. 33-96542, on Form S-3.
<PAGE>
(2)  Assumes  all  shares  registered   hereunder  will  be  sold.  All  Selling
shareholders will own less than one percent of the number of outstanding  shares
of Common Stock at December 15, 1996.

(3) Was a principal or officer of Cali Associates, the entity whose business the
Company succeeded in 1994.


                              PLAN OF DISTRIBUTION

         The  Selling  Shareholder  Shares  may be sold from time to time by the
Selling Shareholders, or by pledgees, donees, transferees or other successors in
interest.  Such  sales may be made on the NYSE or other  exchanges  on which the
Common Stock is traded, in the  over-the-counter  market, or otherwise at prices
and at terms then  prevailing  or at prices  related to the then current  market
price, or in negotiated transactions. The Selling Shareholder Shares may be sold
in one or more of the  following  transactions:  (a) a block  trade in which the
broker or dealer so engaged will attempt to sell the Selling  Shareholder Shares
as agent but may  position  and  resell a portion of the block as  principal  to
facilitate the transaction; (b) purchases by a broker or dealer as principal and
resale by the broker or dealer for its account pursuant to this Prospectus;  (c)
an exchange  distribution in accordance with the rules of the exchange;  and (d)
ordinary  brokerage  transactions  and transactions in which the broker solicits
purchasers.  In  effecting  sales,  brokers  or dealers  engaged by the  Selling
Shareholders may arrange for other brokers or dealers to participate. Any broker
or dealer to be  utilized  by a Selling  Shareholder  will be  selected  by such
Selling  Shareholder.  Brokers or dealers will receive  commissions or discounts
from Selling  Shareholders in amounts to be negotiated  immediately prior to the
sale. These brokers or dealers and any other  participating  brokers or dealers,
as well as  certain  pledgees,  donees,  transferees  and  other  successors  in
interest, may be deemed to be "underwriters" within the meaning of Section 2(11)
of the Securities Act in connection with the sales. In addition,  any securities
covered by this  Prospectus that qualify for sale pursuant to Rule 144 under the
Securities  Act  may be  sold  under  Rule  144  rather  than  pursuant  to this
Prospectus.

         Upon the  Company  being  notified  by a Selling  Shareholder  that any
material  arrangement has been entered into with a broker-dealer for the sale of
Selling  Shareholder  Shares through a block trade,  special offering,  exchange
distribution or secondary  distribution  or a purchase by a broker or dealer,  a
supplemental  prospectus  will be filed,  if  required,  pursuant to Rule 424(c)
under  the  Securities  Act,  disclosing:  (i) the  name of  each  such  Selling
Shareholder  and of the  participating  broker-dealer(s),  (ii)  the  number  of
Selling  Shareholder  Shares  involved,  (iii) the price at which  such  Selling
Shareholder  Shares  were  sold,  (iv)  the  commissions  paid or  discounts  or
concessions allowed to such  broker-dealer(s),  where applicable,  (v) that such
broker-dealer(s) did not conduct any investigation to verify the information set
out or  incorporated  by  reference  in this  Prospectus  and (vi)  other  facts
material to the transaction.

         The Selling Shareholders reserve the sole right to accept and, together
with any agent of the  Selling  Shareholders,  to reject in whole or in part any
proposed purchase of the Selling  Shareholder  Shares. The Selling  Shareholders
will pay any sales commissions or other seller's compensation applicable to such
transactions.
<PAGE>
         To the extent required, the amount of the Selling Shareholder Shares to
be sold,  purchase  prices,  public  offering  prices,  the names of any agents,
dealers or  underwriters,  and any  applicable  commissions  or  discounts  with
respect to a  particular  offer will be set forth by the Company in a prospectus
supplement  accompanying  this Prospectus or, if appropriate,  a  post-effective
amendment to the Registration Statement. The Selling Shareholders and agents who
execute orders on their behalf may be deemed to be  underwriters as that term is
defined in Section 2(11) of the  Securities Act and a portion of any proceeds of
sales and discounts, commissions or other seller's compensation may be deemed to
be underwriting compensation for purposes of the Securities Act.

         Offers and sales of shares of the Common Stock have not been registered
or qualified  under the laws of any country,  other than the United  States.  To
comply  with  certain  states'  securities  laws,  if  applicable,  the  Selling
Shareholder  Shares will be offered or sold in such  jurisdictions  only through
registered or licensed  brokers or dealers.  In addition,  in certain states the
Selling  Shareholder  Shares may not be offered  or sold  unless  they have been
registered  or  qualified  for  sale  in  such  states  or  an  exemption   from
registration or qualification is available and is complied with.

         Under  applicable  rules and  regulations  under the Exchange  Act, any
person  engaged  in a  distribution  of  shares  of the  Common  Stock  may  not
simultaneously engage in market-making activities with respect to such shares of
Common Stock for a period of two to nine business days prior to the commencement
of such  distribution.  In addition to and without limiting the foregoing,  each
Selling Shareholder and any other person participating in a distribution will be
subject  to  applicable  provisions  of the  Exchange  Act  and  the  rules  and
regulations  thereunder,  including without  limitation,  Rules 10b-2, 10b-6 and
10b-7,  which  provisions  may limit the timing of purchases and sales of any of
the shares of Common Stock by the Selling Shareholders or any such other person.
All of the  foregoing may affect the  marketability  of the Common Stock and the
brokers' and dealers' ability to engage in market-making activities with respect
to the Common Stock.

         The Company will pay  substantially all of the expenses incident to the
registration  of the shares of Common  Stock  offered  hereby,  estimated  to be
approximately $20,000.

                   DESCRIPTION OF SECURITIES TO BE REGISTERED 

General

         The  authorized  capital  stock of the Company  consists of  95,000,000
shares of Common  Stock,  par value  $.01 per  share,  and  5,000,000  shares of
preferred stock, par value $.01 per share (the "Preferred  Stock").  At December
15,  1996,  36,318,894  shares of Common Stock were issued and  outstanding;  no
shares of Preferred Stock are outstanding as of the date hereof.

         Each  outstanding  share of Common Stock will entitle the holder to one
vote  on all  matters  presented  to  shareholders  for a vote,  subject  to the
provisions of the Company's Articles of Incorporation regarding the ownership of
shares of Common Stock in excess of the Ownership Limit described below. Holders
of shares of Common Stock will have no preemptive  rights or  cumulative  voting
rights.  All shares of Common Stock to be  outstanding  following  this offering
will be duly authorized,  fully paid, and  nonassessable.  Distributions  may be
paid to the holders of shares of Common Stock if and when  declared by the Board
of Directors of the Company out of funds legally available therefor. The Company
has paid regular and uninterrupted quarterly dividends from the third quarter of
1994.
<PAGE>
         Under  Maryland  law,  shareholders  are  generally  not liable for the
Company's  debts or  obligations.  If the Company is liquidated,  subject to the
right of any holders of Preferred  Stock to receive  preferential  distribution,
each outstanding  share of Common Stock will be entitled to participate pro rata
in the assets  remaining after payment of, or adequate  provision for, all known
debts and liabilities of the Company,  including  debts and liabilities  arising
out of its status of general partner of the Operating Partnership.

         With  certain  exceptions,  the  Company's  Articles  of  Incorporation
provide that no person may own, or be deemed to own by virtue of the attribution
rules of the Code,  more than 9.8 percent of the value of the  Company's  issued
and  outstanding  shares of capital  stock.  See "--  Restrictions  on Transfer"
below.

         The  registrar  and transfer  agent for the  Company's  Common Stock is
ChaseMellon Shareholder Services.

         Under the  Company's  Articles of  Incorporation,  shares of  Preferred
Stock may be issued from time to time,  in one or more series,  as authorized by
the Board of  Directors.  Prior to the  issuance of shares of each  series,  the
Board of  Directors  is required by the Maryland  General  Corporation  Law (the
"MGCL") and the Company's  Articles of  Incorporation  to adopt  resolutions and
file  Articles  Supplementary  with the  State  Department  of  Assessments  and
Taxation  of  Maryland,  fixing for each such series the  designations,  powers,
preferences  and  rights of the shares of such  series  and the  qualifications,
limitations or  restrictions  thereon,  including,  but not limited to, dividend
rights,  dividend rate or rates,  conversion rights,  voting rights,  rights and
terms of redemption (including sinking fund provisions), the redemption price or
prices,  and the  liquidation  preferences  as are  permitted  by Maryland  law.
Because  the  Board of  Directors  has the  power to  establish  the  terms  and
conditions of each series of Preferred  Stock,  it may afford the holders of any
series of Preferred Stock power,  preferences  and rights,  voting or otherwise,
senior to the rights of  holders  of shares of Common  Stock.  The  issuance  of
Preferred  Stock  could have the effect of delaying  or  preventing  a change in
control of the Company.

Redemption Rights

         Beginning  on the first  anniversary  of the  initial  public  offering
("IPO"),  persons who received partnership  interests ("Units") in the Operating
Partnership in exchange for certain formation  partnership interests at the time
of the IPO (such  persons  are  hereinafter  referred to as members of the "Cali
Group"),  received rights which enable them to require the Operating Partnership
to redeem part or all of their Units for cash (based upon the fair market  value
of an  equivalent  number  of  shares  of  Common  Stock  at the  time  of  such
redemption)  or, at the  election of the  Company,  shares of Common Stock (on a
one-for-one  basis).  The  obligation  to redeem the Cali  Group's  Units may be
assumed by the Company in exchange for, at the Company's  election,  either cash
or  shares of  Common  Stock,  provided  that the  Company  may not pay for such
redemption  with shares of Common  Stock to the extent that it would result in a
member of the Cali Group beneficially or constructively  owning shares of Common
Stock in excess of the Ownership Limit. See "-- Restrictions on Transfer" below.
<PAGE>
Restrictions On Transfer

         Ownership  Limits.  The  Company's  Articles of  Incorporation  contain
certain  restrictions  on the number of shares of capital stock that  individual
shareholders may own, directly or beneficially.  For the Company to qualify as a
REIT under the Code,  no more than 50  percent  of the value of its  outstanding
shares of capital stock may be owned,  directly or indirectly,  by five or fewer
individuals (as defined in the Code to include certain entities) during the last
half of a taxable  year (other  than the first  year) or during a  proportionate
part of a shorter  taxable  year.  The capital  stock must also be  beneficially
owned by 100 or more  persons  during  at least  335 days of a  taxable  year or
during a  proportionate  part of a shorter  taxable  year.  Because  the Company
expects to continue to qualify as a REIT, the Articles of  Incorporation  of the
Company contain restrictions on the direct and beneficial acquisition of capital
stock intended to ensure compliance with these requirements.

         The Company's Articles of Incorporation, subject to certain exceptions,
provide that no holder may own, or be deemed to own by virtue of the attribution
provisions  of the Code,  more than 9.8 percent (the  "Ownership  Limit") of the
value of the  issued  and  outstanding  shares of  capital  stock.  The Board of
Directors may exempt a person from the Ownership Limit if evidence  satisfactory
to the Board of Directors or the  Company's  tax counsel is presented  that such
ownership will not then or in the future  jeopardize  the Company's  status as a
REIT.  As a condition  of such  exemption,  the  intended  transferee  must give
written  notice to the Company of the  proposed  transfer  and must furnish such
opinions of counsel, affidavits, undertakings, agreements and information as may
be  required by the Board of  Directors  no later than the 15th day prior to any
transfer which, if consummated,  would result in the intended  transferee having
the direct or beneficial  ownership of shares in excess of the Ownership  Limit.
The foregoing  restrictions on  transferability  and ownership will not apply if
the Board of Directors  determines that it is no longer in the best interests of
the Company to continue to qualify as a REIT.  Any transfer of  securities  that
would: (i) create a direct or indirect ownership of shares of stock in excess of
the  Ownership  Limit;  (ii)  result in the shares of stock being owned by fewer
than 100 persons; or (iii) result in the Company being "closely held" within the
meaning of Section 856(h) of the Code shall be null and void, and the transferor
will be deemed not to have transferred the shares.

         The  Company's  Articles of  Incorporation  exclude from the  Ownership
Limit  shareholders who exceeded the Ownership Limit  immediately  following the
IPO.

         Capital  stock  owned,  or  deemed  to be owned,  or  transferred  to a
stockholder in excess of the Ownership Limit will automatically be deemed Excess
Stock that will be deemed  transferred  to the Company as trustee of a trust for
the  exclusive  benefit  of the  transferees  to whom the  direct or  beneficial
ownership of such capital stock may be ultimately  transferred without violating
the  Ownership  Limit.  While the Excess Stock is held in trust,  it will not be
entitled to vote,  except as required by the MGCL, it will not be considered for
purposes of any stockholder vote or the determination of a quorum for such vote,
and,  except  upon  liquidation,  it will  not be  entitled  to  participate  in
dividends  or  other  distributions.  Any  dividend  or  distribution  paid to a
proposed  transferee  of Excess Stock prior to the discovery by the Company that
the direct or  beneficial  ownership of capital  stock has been  transferred  in
violation of the provisions of the Company's Articles of Incorporation  shall be
<PAGE>
repaid to the Company upon demand.  The Excess Stock is not treasury stock,  but
rather  constitutes  a  separate  class of issued and  outstanding  stock of the
Company. The original  transferee-stockholder  may, at any time the Excess Stock
is held by the Company in trust, transfer the interest in the trust representing
the Excess Stock to any individual  whose ownership of the securities  exchanged
into such Excess Stock would be permitted under the Ownership  Limit, at a price
not in excess of the price paid by the original  transferee-stockholder  for the
securities that were exchanged into Excess Stock.  Immediately upon the transfer
to the permitted  transferee,  the Excess Stock will  automatically be exchanged
for the  securities  from  which it was  converted.  If the  foregoing  transfer
restrictions  are  determined  to be void or  invalid  by  virtue  of any  legal
decision,  statute,  rule or  regulation,  then the intended  transferee  of any
Excess Stock may be deemed,  at the option of the  Company,  to have acted as an
agent on behalf of the  Company in  acquiring  the Excess  Stock and to hold the
Excess Stock on behalf of the Company.

         In addition to the foregoing  transfer  restrictions,  the Company will
have the right, for a period of 90 days during the time any Excess Stock is held
by the Company in trust, to purchase all or any portion of the Excess Stock from
the  original  transferee-stockholder  for the  lesser of the price paid for the
shares by the original transferee-stockholder or the market price (as determined
in the manner set forth in the  Articles of  Incorporation  by  reference to the
average  closing sale price of the shares as reported on the NYSE) of the shares
on the date on which the Company  exercises  its option to purchase.  The 90-day
period begins on the date on which the Company  receives  written  notice of the
transfer or other event resulting in the exchange of shares for Excess Stock.

         All certificates representing shares of Common Stock will bear a legend
referring to the restrictions described above.

         Every  owner of more than five  percent  (or such lower  percentage  as
required by the Code or regulations  thereunder)  of the issued and  outstanding
shares of capital stock must file a written  notice with the Company  containing
the information specified in the Articles of Incorporation no later than January
31 of each year. In addition, every shareholder shall upon demand be required to
disclose to the Company in writing such  information  as the Company may request
in order to  determine  the effect of such  shareholder's  direct,  indirect and
constructive ownership of such shares on the Company's status as a REIT.

         The foregoing  ownership  limitations may have the effect of precluding
acquisition  of  control  of the  Company  without  the  consent of the Board of
Directors.


                                  LEGAL MATTERS

         Certain legal matters in connection  with this offering,  including the
validity of the issuance of the shares of Common Stock offered  hereby,  will be
passed upon for the Company by Pryor,  Cashman,  Sherman & Flynn,  New York, New
York.
<PAGE>
                                     EXPERTS

         The financial  statements  incorporated in this Prospectus by reference
to the Annual Report on Form 10-K of the Company for the year ended December 31,
1995 have been so  incorporated  in reliance  on the report of Price  Waterhouse
LLP, independent accountants,  given on the authority of said firm as experts in
auditing  and  accounting.   The  financial  statements   incorporated  in  this
Prospectus by reference to the Current Reports on Form 8-K of the Company, dated
July 16, 1996, October 8, 1996, and October 29, 1996 (two reports), have been so
incorporated  in reliance on the report of  Schonbraun  Safris  Sternlieb & Co.,
L.L.C., independent accountants,  given on the authority of said firm as experts
in auditing and  accounting.  The  Statements of Revenues and Certain  Operating
Expenses of the property  known as Harborside  Financial  Center for each of the
three years in the period ended December 31, 1995,  incorporated by reference in
this Prospectus to the Current Report on Form 8-K of the Company,  dated October
29, 1996, have been  incorporated  herein in reliance on the report of Coopers &
Lybrand  L.L.P.,  independent  auditors,  given on the authority of said firm as
experts in  auditing  and  accounting.  The  combined  statement  of revenue and
certain expenses of the  International  Court at Airport Business Center for the
year ended  December 31, 1995 included in the Company's  Current  Report on Form
8-K,  dated October 29, 1996 has been audited by Ernst & Young LLP,  independent
auditors,  as set forth in their report theron included therein and incorporated
herein  by  reference.  Such  financial  statement  is  incorporated  herein  by
reference  in reliance on such report  given upon the  authority of such firm as
experts in accounting and auditing.
<PAGE>
================================================================================
   No dealer,  salesperson  or any other person has been  authorized to give any
information or to make any  representations  other than those  contained in this
Prospectus in connection with the offer made by this Prospectus and, if given or
made, such information or representations must not be relied upon as having been
authorized by the Company or the Selling Shareholders.  This Prospectus does not
constitute an offer to sell or a solicitation of an offer to buy, the securities
offered hereby in any  jurisdiction  in which such offer or  solicitation is not
authorized,  or to any  person  to whom it is  unlawful  to make  such  offer or
solicitation.  Neither  the  delivery  of  this  Prospectus  nor any  sale  made
hereunder  shall,  under any  circumstances,  create  any  implication  that any
information  contained  therein is correct as of any time subsequent to the date
hereof.


                           --------------------------


                                TABLE OF CONTENTS

                                              

          Available Information.........................
          Incorporation of Certain Documents
            by Reference................................
          The Company...................................
          Use of Proceeds...............................
          Selling Shareholders..........................
          Plan of Distribution..........................
          Description of Securities to be
            Registered..................................
          Legal Matters.................................
          Experts ......................................










================================================================================
<PAGE>
================================================================================



                                1,880,188 Shares











                             CALI REALTY CORPORATION



                                  Common Stock




                               -------------------

                                   PROSPECTUS
                               -------------------










                                December 19, 1996 









================================================================================
<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3. Incorporation of Documents by Reference.

         The following  documents are hereby  incorporated  by reference in this
registration statement:

         a.    The Company's  Annual Report on Form 10-K (File No.  1-13274) for
               the fiscal year ended December 31, 1995;

         b.    The Company's  Quarterly  Reports on Form 10-Q (File No. 1-13274)
               for the fiscal  quarters ended March 31, 1996, June 30, 1996, and
               September 30, 1996;

         c.    The  Company's  Current  Reports on Form 8-K (File No.  1-13274),
               dated July 16, 1996,  August 12, 1996;  October 8, 1996,  October
               29, 1996, November 18, 1996 and November 21, 1996;

         d.    The Company's Proxy  Statement  relating to the Annual Meeting of
               Shareholders held on May 13, 1996; and

         e.    The  description  of the  Common  Stock  and the  description  of
               certain  provisions of Maryland Law and of the Company's Articles
               of  Incorporation  and Bylaws,  both  contained in the  Company's
               Registration Statement on Form 8-A, dated August 9, 1994.

         All  documents  subsequently  filed by the Company with the  Commission
pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
1934,  as  amended,  prior to the  filing of a  post-effective  amendment  which
indicates that all securities  offered have been sold or which  deregisters  all
securities then remaining unsold.


Item 4. Description of Securities.

        Not applicable.


Item 5. Interests of Named Experts and Counsel.

        Not applicable.


Item 6. Indemnification of Directors and Officers.

         The Company's  officers and directors are and will be indemnified under
Maryland law, the Articles of  Incorporation  of the Company and the Amended and
Restated  Agreement of Limited  Partnership  of the Operating  Partnership  (the
"Partnership   Agreement  of  the  Operating   Partnership")   against   certain
liabilities.  The Articles of Incorporation require the Company to indemnify its
directors and officers to the fullest extent  permitted from time to time by the
laws of the State of Maryland. The Bylaws contain provisions which implement the
indemnification provisions of the Articles of Incorporation.
<PAGE>
         The Maryland General  Corporation Law ("MGCL") permits a corporation to
indemnify  its  directors  and  officers,   among  others,   against  judgments,
penalties,  fines, settlements and reasonable expenses actually incurred by them
in connection with any proceeding to which they may be made a party by reason of
their service in those or other capacities unless it is established that the act
or omission of the director or officer was material to the matter giving rise to
the  proceeding  and was  committed in bad faith or was the result of active and
deliberate dishonesty,  or the director or officer actually received an improper
personal benefit in money,  property or services, or in the case of any criminal
proceeding, the director or officer had reasonable cause to believe that the act
or omission was unlawful.  No amendment of the Articles of  Incorporation of the
Company  shall limit or eliminate  the right to  indemnification  provided  with
respect  to acts or  omissions  occurring  prior to such  amendment  or  repeal.
Maryland law permits the Company to provide indemnification to an officer to the
same extent as a director,  although additional  indemnification may be provided
if such officer is not also a director.

         The  MGCL  permits  the  articles  of   incorporation   of  a  Maryland
corporation  to include a provision  limiting the liability of its directors and
officers to the corporation and its shareholders  for money damages,  subject to
specified  restrictions.  The MGCL does not,  however,  permit the  liability of
directors and officers to the  corporation or its  shareholders to be limited to
the extent that (1) it is proved that the person  actually  received an improper
benefit or profit in money,  property or services (to the extent such benefit or
profit was  received) or (2) a judgment or other final  adjudication  adverse to
such  person is entered in a  proceeding  based on a finding  that the  person's
action,  or failure to act, was the result of active and  deliberate  dishonesty
and was  material  to the cause of action  adjudicated  in the  proceeding.  The
Articles of Incorporation of the Company contain a provision consistent with the
MGCL. No amendment of the Articles of Incorporation shall limit or eliminate the
limitation  of liability  with respect to acts or omissions  occurring  prior to
such amendment or repeal.

         The Partnership  Agreement of the Operating  Partnership  also provides
for  indemnification  of the Company and its officers and  directors to the same
extent  indemnification  is provided to officers and directors of the Company in
its Articles of  Incorporation,  and limits the liability of the Company and its
officers and directors to the Operating Partnership and its partners to the same
extent liability of officers and directors of the Company to the Company and its
stockholders is limited under the Company's Articles of Incorporation.

         The Company has entered into  indemnification  agreements  with each of
its directors and officers. The indemnification  agreements require, among other
things,  that the Company  indemnify  its  directors and officers to the fullest
extent  permitted by law, and advance to the  directors and officers all related
expenses,  subject  to  reimbursement  if it  is  subsequently  determined  that
indemnification  is not  permitted.  The Company also must indemnify and advance
all expenses  incurred by directors and officers seeking to enforce their rights
under the indemnification agreements, and cover directors and officers under the
Company's  directors' and officers'  liability  insurance.  Although the form of
indemnification  agreement  offers  substantially  the same  scope  of  coverage
afforded  by  provisions  of the  Articles of  Incorporation  and the Bylaws and
Partnership  Agreement  of  the  Operating  Partnership,   it  provides  greater
assurance to directors  and officers  that  indemnification  will be  available,
because, as a contract,  it cannot be modified unilaterally in the future by the
Board of Directors or by the stockholders to eliminate the rights it provides.
<PAGE>
Item 7. Exemption from Registration Claimed.

        Not applicable  


Item 8. Exhibits.

        5 - Opinion of Pryor, Cashman, Sherman & Flynn

        23.1 -Consent of Price Waterhouse LLP

        23.2 -Consent of Pryor, Cashman, Sherman & Flynn (included in Exhibit 5)

        23.3 -Consent of Schonbraun Safris Sternlieb & Co., L.L.C.

        23.4 -Consent of Coopers & Lybrand L.L.P.

        23.5 -Consent of Ernst & Young LLP

Item 9. Undertakings.

        (a)   The undersigned registrant hereby undertakes:

               (1) To file, during any period in which offers or sales are being
         made, a post-effective  amendment to this  registration  statement;  to
         include  any  material   information   with  respect  to  the  plan  of
         distribution not previously disclosed in the registration  statement or
         any material change to such information in the registration statement.

               (2) That, for the purpose of determining  any liability under the
         Securities Act of 1933,  each such  post-effective  amendment  shall be
         deemed to be a new  registration  statement  relating to the securities
         offered therein, and the offering of such securities at that time shall
         be deemed to be the initial bona fide offering thereof.

               (3) To  remove  from  registration  by means of a  post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering.

         (b) The undersigned  registrant hereby undertakes that, for purposes of
         determining any liability under the Securities Act of 1933, each filing
         of the registrant's annual report pursuant to Section 13(a) or 15(d) of
         the Securities  Exchange Act of 1934 that is  incorporated by reference
         in the registration  statement shall be deemed to be a new registration
         statement relating to the securities offered therein,  and the offering
         of such  securities at that time shall be deemed to be the initial bona
         fide offering thereof.
<PAGE>
         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
         Securities  Act of 1933 may be  permitted  to  directors,  officers and
         controlling  persons  of the  registrant  pursuant  to  the  provisions
         discussed in Item 6 of this Registration Statement,  or otherwise,  the
         registrant  has been advised that in the opinion of the  Securities and
         Exchange  Commission such  indemnification  is against public policy as
         expressed  in the Act and is,  therefore,  unenforceable.  In the event
         that a claim for  indemnification  against such liabilities (other than
         the  payment  by the  registrant  of  expenses  incurred  or  paid by a
         director,  officer  or  controlling  person  of the  registrant  in the
         successful  defense of any action,  suit or  proceeding) is asserted by
         such  director,  officer or controlling  person in connection  with the
         securities being registered, the registrant will, unless in the opinion
         of its counsel the matter has been  settled by  controlling  precedent,
         submit to a court of appropriate jurisdiction the question whether such
         indemnification  by it is against public policy as expressed in the Act
         and will be governed by the final adjudication of such issue.
<PAGE>

                                   SIGNATURES


          Pursuant  to the  requirements  of the  Securities  Act of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in Cranford, New Jersey on this day of December, 1996.


                                             CALI REALTY CORPORATION


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




          Pursuant  to the  requirements  of the  Securities  Act of 1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
    Signature                         Title                           Date
    ---------                         -----                           ----
<S>                             <C>                              <C>

                                President, Chief Executive
/s/ Thomas A. Rizk              Officer and Director             December 19, 1996
------------------ 
    Thomas A. Rizk 

                                Vice President-Finance
                                and Chief Financial
/s/ Barry Lefkowitz             Officer                          December 19, 1996
------------------- 
    Barry Lefkowitz 

                                Chairman of the Board
/s/ John J. Cali                and Director                     December 19, 1996
---------------- 
    John J. Cali 


/s/ Angelo R. Cali              Director                         December 19, 1996
------------------ 
    Angelo R. Cali 


/s/ Edward Leshowitz            Director                         December 19, 1996
-------------------- 
    Edward Leshowitz 

<PAGE>
<CAPTION>
    Signature                         Title                           Date
    ---------                         -----                           ----
<S>                             <C>                              <C>
/s/ Brendan T. Byrne            Director                         December 19, 1996
-------------------- 
    Brendan T. Byrne 


/s/ Kenneth A. DeGhetto         Director                         December 19, 1996
-----------------------
    Kenneth A. DeGhetto 


/s/ James W. Hughes             Director                         December 19, 1996
-------------------
    James W. Hughes 


/s/ Irvin D. Reid               Director                         December 19, 1996
-----------------
    Irvin D. Reid 


/s/ Alan Turtletaub             Director                         December 19, 1996
-------------------
    Alan Turtletaub 
</TABLE>
<PAGE>


                                INDEX TO EXHIBITS




Exhibit No.      Description of Exhibit


  5              Opinion of Pryor, Cashman, Sherman & Flynn


  23.1           Consent of Price Waterhouse LLP


  23.2           Consent of Pryor, Cashman, Sherman & Flynn (included in
                 Exhibit 5)

  23.3           Consent of Schonbraun Safris Sternlieb & Co., L.L.C.


  23.4           Consent of Coopers & Lybrand L.L.P.


  23.5           Consent of Ernst & Young LLP
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 61656}]
{"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": "S-8", "act": "33", "file-number": "333-18275", "film-number": "96683404"}, "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"}]}
Registration No. 333-________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    ---------

                                    Form S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

                             CALI REALTY CORPORATION
 ................................................................................
             (Exact name of registrant as specified in its charter)

             Maryland                                      22-3305147
 ..........................................            ....................
     (State or other jurisdiction of                    (I.R.S. Employer
     incorporation or organization)                    Identification No.)

11 Commerce Drive, Cranford, New Jersey                      07016
          (908) 272-8000
 ..........................................           .....................
(Address, including telephone number, of                   (Zip Code)
 Principal Executive Offices)

                       THE EMPLOYEE STOCK OPTION PLAN AND
                         THE DIRECTOR STOCK OPTION PLAN
 ................................................................................
                            (Full title of the plan) 

                                   Copies to:

MR. THOMAS A. RIZK                               JONATHAN A. BERNSTEIN, ESQ.
Chief Executive Officer                          BLAKE HORNICK, ESQ.
Cali Realty Corporation                          Pryor, Cashman, Sherman & Flynn
11 Commerce Drive                                410 Park Avenue
Cranford, New Jersey                             New York, New York 10022
(908) 272-8000                                   (212) 421-4100
--------------------------------------------------------------------------------
         (Names, addresses and telephone numbers of agents for service)
CALCULATION OF REGISTRATION FEE 

Title of                    Amount           Proposed Maximum        Proposed Maximum             Amount of
Securities to               to be           Offering Price Per           Aggregate               Registration
be Registered            Registered *            Share **             Offering Price                 Fee
-------------            ------------            --------             --------------                 ---
Common Stock          550,000 shares              $28.125             $15,468,750.00              $4,687.50
($0.01 par value)
-----------

*        All of the securities  registered  hereby are issuable under the Plans.
         This  registration  statement also includes  1,330,188 shares of Common
         Stock,  $.01 par value per share. A  registration  fee of $7,682.98 was
         paid with  respect  to these  shares  with the  filing of  Registration
         Statement No.  33-91822,  on Form S-8, with the Securities and Exchange
         Commission on May 2, 1995.

**       Estimated,  in accordance  with Rule 457(c),  solely for the purpose of
         calculating the  registration  fee. The proposed Maximum Offering Price
         per Share represents the average of the high and low prices as reported
         by the New York Stock Exchange on December 16, 1996.
================================================================================
                                EXPLANATORY NOTES 
================================================================================

         Pursuant  to  General  Instruction  E of Form  S-8,  this  registration
statement incorporates by reference Registration Statement No. 33-91822, on Form
S-8,  filed with the  Securities  and  Exchange  Commission  on May 2,  1995,  a
post-effective amendment to which was filed on September 29, 1995.

         Included on the immediately  following pages is a "reoffer  prospectus"
for use by certain  selling  shareholders  in  connection  with the  reoffer and
resale of restricted  securities pursuant to the Company's Employee Stock Option
Plan and Director Stock Option Plan.
================================================================================
PROSPECTUS
================================================================================

                                1,880,188 Shares

                             CALI REALTY CORPORATION

                                  Common Stock
                                     ------

         All of the 1,880,188  shares of common stock,  $.01 par value per share
(the "Common  Stock"),  of Cali Realty  Corporation  and its  subsidiaries  (the
"Company")  registered hereby are registered for the account of the shareholders
described herein (the "Selling  Shareholders").  See "Selling Shareholders." The
Company will not receive any proceeds  from the sale of such Common Stock by the
Selling Shareholders. The 1,880,188 shares of Common Stock registered hereby are
referred  to herein as the  "Selling  Shareholder  Shares."  All of the  Selling
Shareholder  Shares are issuable upon the exercise of options  granted as of the
date hereof.

         Shares  of Common  Stock  may be sold from time to time by the  Selling
Shareholders,  or by  pledgees,  donees,  transferees  or  other  successors  in
interest.  Such sales may be made on the New York Stock Exchange (the "NYSE") or
other   exchanges   on  which  the  Common   Stock  is  then   traded,   in  the
over-the-counter  market, or otherwise at prices and at terms then prevailing or
at  prices  related  to  the  then  current  market  price,   or  in  negotiated
transactions.  The Selling  Shareholder Shares may be sold in one or more of the
following  transactions:  (a) a block  trade in which  the  broker  or dealer so
engaged  will  attempt to sell the Selling  Shareholder  Shares as agent but may
position  and  resell a portion  of the block as  principal  to  facilitate  the
transaction;  (b) purchases by a broker or dealer as principal and resale by the
broker or dealer for its account  pursuant to this  Prospectus;  (c) an exchange
distribution  in  accordance  with the rules of the  exchange;  and (d) ordinary
brokerage transactions and transactions in which the broker solicits purchasers.
In effecting sales,  brokers or dealers engaged by the Selling  Shareholders may
arrange for the other brokers or dealers to participate.  Brokers or dealers may
receive  commissions  or discounts  from Selling  Shareholders  in amounts to be
negotiated immediately prior to the sale. These brokers or dealers and any other
participating  brokers  or  dealers,  as  well  as  certain  pledgees,   donees,
transferees and other successors in interest, may be deemed to be "underwriters"
within the meaning of the  Securities  Act of 1933, as amended (the  "Securities
Act"), in connection with the sales. In addition, any securities covered by this
Prospectus  that qualify for sale pursuant to Rule 144 under the  Securities Act
may be sold under Rule 144 rather than pursuant to this Prospectus.

         The aggregate proceeds to the Selling Shareholders from the sale of the
Selling Shareholder Shares will be the purchase price of the Selling Shareholder
Shares sold less the aggregate agents' commissions and underwriters'  discounts,
if any. By  agreement,  the Company will pay  substantially  all of the expenses
incident to the  registration  of the  Selling  Shareholder  Shares,  except for
selling commissions  associated with the sale of the Selling Shareholder Shares,
all of which will be paid by the Selling Shareholders.

         The  Common  Stock is listed on the NYSE  under the  symbol  "CLI." The
closing  price of the Common  Stock as reported on the NYSE on December 16, 1996
was $27.875 per share.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
           SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
            OR COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMIS-
              SION ANY STATE SECURITIES COMMISSION PASSED UPON THE
               ACCURACY OR ADEQUACY OF THIS PROSPECTUS ANY REPRE-
                SENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

                    THE ATTORNEY GENERAL OF THE STATE OF NEW
                     YORK HAS NOT PASSED ON OR ENDORSED THE
                            MERITS OF THIS OFFERING.
                 ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

                The date of this Prospectus is December 19, 1996.
No dealer,  salesperson or any other person has been authorized to give
any  information or to make any  representations  other than those  contained in
this  Prospectus in connection  with the offer made by this  Prospectus  and, if
given or made, such  information or  representations  must not be relied upon as
having  been  authorized  by the  Company  or  the  Selling  Shareholders.  This
Prospectus does not constitute an offer to sell or a solicitation of an offer to
buy, the securities  offered hereby in any  jurisdiction  in which such offer or
solicitation is not authorized,  or to any person to whom it is unlawful to make
such offer or solicitation. Neither the delivery of this Prospectus nor any sale
made hereunder shall, under any  circumstances,  create any implication that any
information  contained  therein is correct as of any time subsequent to the date
hereof.

                              AVAILABLE INFORMATION

         The  Company  has  filed a  Registration  Statement  on Form  S-8  (the
"Registration  Statement")  under the  Securities  Act with the  Securities  and
Exchange Commission (the "Commission") covering the Common Stock offered hereby.
As permitted by the rules and  regulations of the  Commission,  this  Prospectus
omits  certain   information,   exhibits  and  undertakings   contained  in  the
Registration  Statement.  For further  information  pertaining to the securities
offered hereby,  reference is made to the Registration Statement,  including the
exhibits filed as a part thereof.

         The  Company  is  subject  to  the  informational  requirements  of the
Securities Exchange Act of 1934, as amended ("Exchange Act"), and, in accordance
therewith,  files  reports,  proxy  statements  and other  information  with the
Commission. Reports, proxy statements and other information filed by the Company
can be inspected and copied at the public reference facilities maintained by the
Commission  at 450  Fifth  Street,  N.W.,  Washington,  D.C.  20549;  and at its
Regional  Offices  located at 500 West  Madison  Street,  Suite  1400,  Chicago,
Illinois  60661;  and Seven World Trade Center,  13th Floor,  New York, New York
10048. Copies of such material can be obtained from the Public Reference Section
of the Commission, 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed
rates.  The  Commission  maintains a Web site that contains  reports,  proxy and
information  statements and other  information  regarding  registrants that file
electronically with the Commission. The address of the Commission's Web site is:
http://www.sec.gov.  The  Common Stock  is listed on the NYSE and such  reports,
proxy statements and other  information  concerning the Company can be inspected
at the offices of the NYSE, 20 Broad Street, New York, New York 10005.

         All documents that are incorporated by reference in this Prospectus but
which are not  delivered  herewith  are  available  without  charge  (other than
exhibits to such documents which are not specifically  incorporated by reference
therein) upon request from Cali Realty Corporation, 11 Commerce Drive, Cranford,
New Jersey 07016 (telephone number: (908) 272-8000).

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE 

         The  documents  listed  below have been filed by the Company  under the
Exchange Act with the Commission and are incorporated herein by reference:

         a.    The Company's  Annual Report on Form 10-K (File No.  1-13274) for
               the fiscal year ended December 31, 1995;

         b.    The Company's  Quarterly  Reports on Form 10-Q (File No. 1-13274)
               for the fiscal  quarters ended March 31, 1996,  June 30, 1996 and
               September 30, 1996;
c.    The  Company's  Current  Reports  on Form 8-K (File No. 1-13274),
               dated July 16, 1996,  August 12, 1996,  October 8, 1996,  October
               29, 1996, November 18, 1996 and November 21, 1996;

         d.    The Company's Proxy  Statement  relating to the Annual Meeting of
               Shareholders held on May 13, 1996; and

         e.    The  description  of the  Common  Stock  and the  description  of
               certain  provisions of Maryland Law and of the Company's Articles
               of  Incorporation  and Bylaws,  both  contained in the  Company's
               Registration Statement on Form 8-A, dated August 9, 1994.

         All documents filed by the Company  pursuant to Sections 13(a),  13(c),
14 and 15(d) of the Exchange Act  subsequent to the date of this  Prospectus and
prior to the  termination of this offering shall be deemed to be incorporated by
reference in this  Prospectus and to be part hereof from the date of filing such
documents (provided, however, that the information referred to in Item 402(a)(8)
of  Regulation  S-K  of  the  Commission   shall  not  be  deemed   specifically
incorporated by reference herein).

         Any statement contained herein or in a document  incorporated or deemed
to be  incorporated  by  reference  herein  shall be  deemed to be  modified  or
superseded  for  purposes  of this  Prospectus  to the extent  that a  statement
contained  herein (or in the applicable  Prospectus  Supplement) or in any other
subsequently  filed  document which also is or is deemed to be  incorporated  by
reference  herein modifies or supersedes  such statement.  Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.

                                   THE COMPANY

         The Company is a fully-integrated real estate investment trust ("REIT")
that owns and operates a portfolio comprised predominantly of Class A office and
office/flex  buildings  located  primarily in New Jersey,  as well as commercial
real estate  leasing,  management,  acquisition,  development  and  construction
businesses. As of September 30, 1996, the Company owned 100 percent of 44 office
and office/flex  properties  encompassing  approximately 4.3 million square feet
and  one  327  unit  multifamily   residential   property   (collectively,   the
"Properties").  The 44 office and  office/flex  properties  are  comprised of 27
office buildings containing an aggregate of 3.6 million square feet (the "Office
Properties")   and  17   office/flex   buildings   containing  an  aggregate  of
approximately  700,000 square feet (the "Office/Flex  Properties").  The Company
believes  that its  Properties  have  excellent  locations  and  access  and are
well-maintained  and professionally  managed.  As a result, the Company believes
that its properties  attract high quality  tenants and achieve among the highest
rent, occupancy and tenant retention rates within their markets. As of September
30, 1996, the Office Properties and Office/Flex Properties were approximately 97
percent leased to over 430 tenants. 

         On November 4, 1996,  the Company  acquired the 1.9 million square foot
Harborside  Center  office  complex in Jersey City,  New Jersey.  On November 7,
1996,  the  Company  acquired  Five  Sentry,  a  two-building   office  complex,
aggregating 131,000 square feet, in Plymouth Meeting,  Pennsylvania. On December
10, 1996, the Company acquired  Whiteweld  Centre, a three-story,  approximately
230,000 net rentable  square foot office building in Woodcliff Lake, New Jersey.
On December 16, 1996,  the Company  acquired One Bridge Plaza,  a 200,000 square
foot office building in Fort Lee, New Jersey.  On December 17, 1996, the Company
acquired  Airport  Center,  a   three-building   office  complex   comprised  of
approximately 370,000 net rentable square feet, in Lester, Pennsylvania.
The Company's  strategy has been to focus its development and ownership
of  properties in  sub-markets  where it is, or can become,  a  significant  and
preferred  owner and  operator.  The  Company  will  continue  this  strategy by
expanding, primarily through acquisitions, into sub-markets where it has, or can
achieve,  similar  status.  Management  believes  that the recent trend  towards
increasing  rental  and  occupancy  rates  in Class A  office  buildings  in the
Company's sub-markets presents significant opportunities for growth. The Company
may also develop  properties in such sub-markets.  Management  believes that its
extensive market knowledge  provides the Company with a significant  competitive
advantage which is further enhanced by its strong reputation for and emphasis on
delivering highly responsive management services, including direct and continued
access to the Company's senior  management.  The Company performs  substantially
all construction,  leasing,  management and tenant improvements on an "in-house"
basis and is self-administered and self-managed.

         Cali  Associates,  the entity whose  business the Company  succeeded in
1994,  was  founded by John J. Cali,  Angelo R. Cali and Edward  Leshowitz  (the
"Founders"),  who have been involved in the  development,  leasing,  management,
operation and disposition of commercial and  residential  properties in Northern
and  Central  New Jersey for over 40 years and have been  primarily  focusing on
office building  development for the past 17 years. In addition to the Founders,
the  Company's  executive  officers  have been  employed  by the Company and its
predecessor for an average of ten years.  The Company and its  predecessor  have
built  approximately  four million  square feet of office  space,  more than one
million square feet of industrial facilities and over 5,500 residential units.

         The Company  has  elected to be taxed as a REIT for federal  income tax
purposes  and  expects to continue to elect such  status.  Although  the Company
believes  that it was organized  and has been  operating in conformity  with the
requirements  for  qualification  under the Internal  Revenue  Code of 1986,  as
amended (the  "Code"),  no assurance can be given that the Company will continue
to qualify as a REIT. Qualification as a REIT involves the application of highly
technical and complex Code  provisions of which there are only limited  judicial
or  administrative  interpretations.  If in any taxable year the Company were to
fail to qualify as a REIT,  the  Company  would not be allowed a  deduction  for
distributions  to stockholders in computing  taxable income and would be subject
to federal  taxation at regular  corporate  rates.  As a result,  such a failure
would  adversely  affect  the  Company's  ability to make  distributions  to its
stockholders  and  could  have  an  adverse  affect  on  the  market  value  and
marketability of the Common Stock.

         To ensure that the Company  qualifies as a REIT, the transfer of shares
of Common  Stock and  Preferred  Stock (as defined  below) is subject to certain
restrictions,  and ownership of capital stock by any single person is limited to
9.8 percent of the value of such capital stock,  subject to certain  exceptions.
The Company's  Articles of Incorporation  provide that any purported transfer in
violation of the above-described ownership limitations shall be void ab initio.

         The shares of Common  Stock of the Company are listed on the NYSE under
the symbol "CLI." The Company has paid regular  quarterly  distributions  on its
Common  Stock  since it  commenced  operations  as a REIT in 1994.  The  Company
intends  to  continue  making  regular  quarterly  distributions  to its  Common
Stockholders.  Distributions  depend upon a variety of factors, and there can be
no assurance that distributions will be made.
All of the Company's  interests in the  Properties are held by, and its
operations  are  conducted  through,  Cali  Realty,  L.P.,  a  Delaware  limited
partnership  (the  "Operating  Partnership"),  or by entities  controlled by the
Operating Partnership.  The Company owned, as of November 30, 1996, 93.1 percent
of  the  Operating  Partnership's  outstanding  units  of  partnership  interest
("Units"), and is the sole general partner of the Operating Partnership.

         The  Company  was  incorporated  under the laws of  Maryland on May 24,
1994.  Its executive  offices are located at 11 Commerce  Drive,  Cranford,  New
Jersey 07016, and its telephone number is (908) 272-8000.

                                 USE OF PROCEEDS

         The shares of Common Stock offered hereby are being  registered for the
account of the Selling  Shareholders  and,  accordingly,  the  Company  will not
receive  any  proceeds  from the sale of the Selling  Shareholder  Shares by the
Selling Shareholders.

                              SELLING SHAREHOLDERS

         The  shares  of  Common  Stock  offered  by this  Prospectus  are to be
acquired  by   directors   and/or   officers  of  the  Company   (the   "Selling
Shareholders") pursuant to the Company's Director Stock Option Plan and Employee
Stock Option Plan. Each Selling Shareholder will receive all of the net proceeds
from  the  sale of his or her  respective  Selling  Shareholder  Shares  offered
hereby.  The  following  table  sets forth  certain  information  regarding  the
ownership  of the  Company's  Common  Stock by the  Selling  Shareholders  as of
December 15, 1996.  The number of shares of Common  Stock  outstanding  will not
change  as a result of the  offering,  nor will the  number  of shares  owned or
percentage  of  ownership  of any persons  other than the  Selling  Shareholders
change  as a result  thereof.  There  is no  assurance  that any of the  Selling
Shareholders  will offer for sale or sell any or all of the Common Stock offered
by them pursuant to this Prospectus.
Number of Shares Owned       Number of Shares         Number of Shares to be
Name and Position with Company             Prior to Offering(1)        Registered Hereby        Owned After Offering(2)
------------------------------             --------------------        -----------------        -----------------------
John J. Cali,
Chairman of the Board of Directors(3)               7,100                     7,000                        100

Thomas A. Rizk,
President, Chief Executive Officer
   and Director(3)                                325,000                   325,000                          0

John R. Cali,
Chief Administrative Officer(3)                   325,000                   325,000                          0

Brant Cali
Chief Operating Officer(3)                        325,000                   325,000                          0

James Nugent,
Vice President - Leasing(3)                        64,000                    64,000                          0

Albert Spring,
Vice President - Operations(3)                     60,000                    59,000                      1,000

Roger W. Thomas,
Vice President, General Counsel
  and Assistant Secretary                          64,370                    64,000                        370

Barry Lefkowitz,
Chief Financial Officer                            64,096                    64,000                         96

Angelo R. Cali,
Director(3)                                         7,000                     7,000                          0

Edward Leshowitz,
Director(3)                                         7,000                     7,000                          0

Brendan T. Byrne,
Director                                            7,100                     7,000                        100

Kenneth A. DeGhetto,
Director                                            9,000                     7,000                      2,000

James W. Hughes,
Director                                            7,000                     7,000                          0

Irvin D. Reid,
Director                                            7,000                     7,000                          0

Alan Turtletaub,
Director                                            8,000                     7,000                      1,000
-----------------------
(1) Includes shares of Common Stock underlying options.  Does not include shares
of Common Stock issuable upon the redemption of Units, which are covered under a
separate Registration Statement, No. 33-96542, on Form S-3.
(2)  Assumes  all  shares  registered   hereunder  will  be  sold.  All  Selling
shareholders will own less than one percent of the number of outstanding  shares
of Common Stock at December 15, 1996.

(3) Was a principal or officer of Cali Associates, the entity whose business the
Company succeeded in 1994.

                              PLAN OF DISTRIBUTION

         The  Selling  Shareholder  Shares  may be sold from time to time by the
Selling Shareholders, or by pledgees, donees, transferees or other successors in
interest.  Such  sales may be made on the NYSE or other  exchanges  on which the
Common Stock is traded, in the  over-the-counter  market, or otherwise at prices
and at terms then  prevailing  or at prices  related to the then current  market
price, or in negotiated transactions. The Selling Shareholder Shares may be sold
in one or more of the  following  transactions:  (a) a block  trade in which the
broker or dealer so engaged will attempt to sell the Selling  Shareholder Shares
as agent but may  position  and  resell a portion of the block as  principal  to
facilitate the transaction; (b) purchases by a broker or dealer as principal and
resale by the broker or dealer for its account pursuant to this Prospectus;  (c)
an exchange  distribution in accordance with the rules of the exchange;  and (d)
ordinary  brokerage  transactions  and transactions in which the broker solicits
purchasers.  In  effecting  sales,  brokers  or dealers  engaged by the  Selling
Shareholders may arrange for other brokers or dealers to participate. Any broker
or dealer to be  utilized  by a Selling  Shareholder  will be  selected  by such
Selling  Shareholder.  Brokers or dealers will receive  commissions or discounts
from Selling  Shareholders in amounts to be negotiated  immediately prior to the
sale. These brokers or dealers and any other  participating  brokers or dealers,
as well as  certain  pledgees,  donees,  transferees  and  other  successors  in
interest, may be deemed to be "underwriters" within the meaning of Section 2(11)
of the Securities Act in connection with the sales. In addition,  any securities
covered by this  Prospectus that qualify for sale pursuant to Rule 144 under the
Securities  Act  may be  sold  under  Rule  144  rather  than  pursuant  to this
Prospectus.

         Upon the  Company  being  notified  by a Selling  Shareholder  that any
material  arrangement has been entered into with a broker-dealer for the sale of
Selling  Shareholder  Shares through a block trade,  special offering,  exchange
distribution or secondary  distribution  or a purchase by a broker or dealer,  a
supplemental  prospectus  will be filed,  if  required,  pursuant to Rule 424(c)
under  the  Securities  Act,  disclosing:  (i) the  name of  each  such  Selling
Shareholder  and of the  participating  broker-dealer(s),  (ii)  the  number  of
Selling  Shareholder  Shares  involved,  (iii) the price at which  such  Selling
Shareholder  Shares  were  sold,  (iv)  the  commissions  paid or  discounts  or
concessions allowed to such  broker-dealer(s),  where applicable,  (v) that such
broker-dealer(s) did not conduct any investigation to verify the information set
out or  incorporated  by  reference  in this  Prospectus  and (vi)  other  facts
material to the transaction.

         The Selling Shareholders reserve the sole right to accept and, together
with any agent of the  Selling  Shareholders,  to reject in whole or in part any
proposed purchase of the Selling  Shareholder  Shares. The Selling  Shareholders
will pay any sales commissions or other seller's compensation applicable to such
transactions.
To the extent required, the amount of the Selling Shareholder Shares to
be sold,  purchase  prices,  public  offering  prices,  the names of any agents,
dealers or  underwriters,  and any  applicable  commissions  or  discounts  with
respect to a  particular  offer will be set forth by the Company in a prospectus
supplement  accompanying  this Prospectus or, if appropriate,  a  post-effective
amendment to the Registration Statement. The Selling Shareholders and agents who
execute orders on their behalf may be deemed to be  underwriters as that term is
defined in Section 2(11) of the  Securities Act and a portion of any proceeds of
sales and discounts, commissions or other seller's compensation may be deemed to
be underwriting compensation for purposes of the Securities Act.

         Offers and sales of shares of the Common Stock have not been registered
or qualified  under the laws of any country,  other than the United  States.  To
comply  with  certain  states'  securities  laws,  if  applicable,  the  Selling
Shareholder  Shares will be offered or sold in such  jurisdictions  only through
registered or licensed  brokers or dealers.  In addition,  in certain states the
Selling  Shareholder  Shares may not be offered  or sold  unless  they have been
registered  or  qualified  for  sale  in  such  states  or  an  exemption   from
registration or qualification is available and is complied with.

         Under  applicable  rules and  regulations  under the Exchange  Act, any
person  engaged  in a  distribution  of  shares  of the  Common  Stock  may  not
simultaneously engage in market-making activities with respect to such shares of
Common Stock for a period of two to nine business days prior to the commencement
of such  distribution.  In addition to and without limiting the foregoing,  each
Selling Shareholder and any other person participating in a distribution will be
subject  to  applicable  provisions  of the  Exchange  Act  and  the  rules  and
regulations  thereunder,  including without  limitation,  Rules 10b-2, 10b-6 and
10b-7,  which  provisions  may limit the timing of purchases and sales of any of
the shares of Common Stock by the Selling Shareholders or any such other person.
All of the  foregoing may affect the  marketability  of the Common Stock and the
brokers' and dealers' ability to engage in market-making activities with respect
to the Common Stock.

         The Company will pay  substantially all of the expenses incident to the
registration  of the shares of Common  Stock  offered  hereby,  estimated  to be
approximately $20,000.

                   DESCRIPTION OF SECURITIES TO BE REGISTERED 

General

         The  authorized  capital  stock of the Company  consists of  95,000,000
shares of Common  Stock,  par value  $.01 per  share,  and  5,000,000  shares of
preferred stock, par value $.01 per share (the "Preferred  Stock").  At December
15,  1996,  36,318,894  shares of Common Stock were issued and  outstanding;  no
shares of Preferred Stock are outstanding as of the date hereof.

         Each  outstanding  share of Common Stock will entitle the holder to one
vote  on all  matters  presented  to  shareholders  for a vote,  subject  to the
provisions of the Company's Articles of Incorporation regarding the ownership of
shares of Common Stock in excess of the Ownership Limit described below. Holders
of shares of Common Stock will have no preemptive  rights or  cumulative  voting
rights.  All shares of Common Stock to be  outstanding  following  this offering
will be duly authorized,  fully paid, and  nonassessable.  Distributions  may be
paid to the holders of shares of Common Stock if and when  declared by the Board
of Directors of the Company out of funds legally available therefor. The Company
has paid regular and uninterrupted quarterly dividends from the third quarter of
1994.
Under  Maryland  law,  shareholders  are  generally  not liable for the
Company's  debts or  obligations.  If the Company is liquidated,  subject to the
right of any holders of Preferred  Stock to receive  preferential  distribution,
each outstanding  share of Common Stock will be entitled to participate pro rata
in the assets  remaining after payment of, or adequate  provision for, all known
debts and liabilities of the Company,  including  debts and liabilities  arising
out of its status of general partner of the Operating Partnership.

         With  certain  exceptions,  the  Company's  Articles  of  Incorporation
provide that no person may own, or be deemed to own by virtue of the attribution
rules of the Code,  more than 9.8 percent of the value of the  Company's  issued
and  outstanding  shares of capital  stock.  See "--  Restrictions  on Transfer"
below.

         The  registrar  and transfer  agent for the  Company's  Common Stock is
ChaseMellon Shareholder Services.

         Under the  Company's  Articles of  Incorporation,  shares of  Preferred
Stock may be issued from time to time,  in one or more series,  as authorized by
the Board of  Directors.  Prior to the  issuance of shares of each  series,  the
Board of  Directors  is required by the Maryland  General  Corporation  Law (the
"MGCL") and the Company's  Articles of  Incorporation  to adopt  resolutions and
file  Articles  Supplementary  with the  State  Department  of  Assessments  and
Taxation  of  Maryland,  fixing for each such series the  designations,  powers,
preferences  and  rights of the shares of such  series  and the  qualifications,
limitations or  restrictions  thereon,  including,  but not limited to, dividend
rights,  dividend rate or rates,  conversion rights,  voting rights,  rights and
terms of redemption (including sinking fund provisions), the redemption price or
prices,  and the  liquidation  preferences  as are  permitted  by Maryland  law.
Because  the  Board of  Directors  has the  power to  establish  the  terms  and
conditions of each series of Preferred  Stock,  it may afford the holders of any
series of Preferred Stock power,  preferences  and rights,  voting or otherwise,
senior to the rights of  holders  of shares of Common  Stock.  The  issuance  of
Preferred  Stock  could have the effect of delaying  or  preventing  a change in
control of the Company.

Redemption Rights

         Beginning  on the first  anniversary  of the  initial  public  offering
("IPO"),  persons who received partnership  interests ("Units") in the Operating
Partnership in exchange for certain formation  partnership interests at the time
of the IPO (such  persons  are  hereinafter  referred to as members of the "Cali
Group"),  received rights which enable them to require the Operating Partnership
to redeem part or all of their Units for cash (based upon the fair market  value
of an  equivalent  number  of  shares  of  Common  Stock  at the  time  of  such
redemption)  or, at the  election of the  Company,  shares of Common Stock (on a
one-for-one  basis).  The  obligation  to redeem the Cali  Group's  Units may be
assumed by the Company in exchange for, at the Company's  election,  either cash
or  shares of  Common  Stock,  provided  that the  Company  may not pay for such
redemption  with shares of Common  Stock to the extent that it would result in a
member of the Cali Group beneficially or constructively  owning shares of Common
Stock in excess of the Ownership Limit. See "-- Restrictions on Transfer" below.
Restrictions On Transfer

         Ownership  Limits.  The  Company's  Articles of  Incorporation  contain
certain  restrictions  on the number of shares of capital stock that  individual
shareholders may own, directly or beneficially.  For the Company to qualify as a
REIT under the Code,  no more than 50  percent  of the value of its  outstanding
shares of capital stock may be owned,  directly or indirectly,  by five or fewer
individuals (as defined in the Code to include certain entities) during the last
half of a taxable  year (other  than the first  year) or during a  proportionate
part of a shorter  taxable  year.  The capital  stock must also be  beneficially
owned by 100 or more  persons  during  at least  335 days of a  taxable  year or
during a  proportionate  part of a shorter  taxable  year.  Because  the Company
expects to continue to qualify as a REIT, the Articles of  Incorporation  of the
Company contain restrictions on the direct and beneficial acquisition of capital
stock intended to ensure compliance with these requirements.

         The Company's Articles of Incorporation, subject to certain exceptions,
provide that no holder may own, or be deemed to own by virtue of the attribution
provisions  of the Code,  more than 9.8 percent (the  "Ownership  Limit") of the
value of the  issued  and  outstanding  shares of  capital  stock.  The Board of
Directors may exempt a person from the Ownership Limit if evidence  satisfactory
to the Board of Directors or the  Company's  tax counsel is presented  that such
ownership will not then or in the future  jeopardize  the Company's  status as a
REIT.  As a condition  of such  exemption,  the  intended  transferee  must give
written  notice to the Company of the  proposed  transfer  and must furnish such
opinions of counsel, affidavits, undertakings, agreements and information as may
be  required by the Board of  Directors  no later than the 15th day prior to any
transfer which, if consummated,  would result in the intended  transferee having
the direct or beneficial  ownership of shares in excess of the Ownership  Limit.
The foregoing  restrictions on  transferability  and ownership will not apply if
the Board of Directors  determines that it is no longer in the best interests of
the Company to continue to qualify as a REIT.  Any transfer of  securities  that
would: (i) create a direct or indirect ownership of shares of stock in excess of
the  Ownership  Limit;  (ii)  result in the shares of stock being owned by fewer
than 100 persons; or (iii) result in the Company being "closely held" within the
meaning of Section 856(h) of the Code shall be null and void, and the transferor
will be deemed not to have transferred the shares.

         The  Company's  Articles of  Incorporation  exclude from the  Ownership
Limit  shareholders who exceeded the Ownership Limit  immediately  following the
IPO.

         Capital  stock  owned,  or  deemed  to be owned,  or  transferred  to a
stockholder in excess of the Ownership Limit will automatically be deemed Excess
Stock that will be deemed  transferred  to the Company as trustee of a trust for
the  exclusive  benefit  of the  transferees  to whom the  direct or  beneficial
ownership of such capital stock may be ultimately  transferred without violating
the  Ownership  Limit.  While the Excess Stock is held in trust,  it will not be
entitled to vote,  except as required by the MGCL, it will not be considered for
purposes of any stockholder vote or the determination of a quorum for such vote,
and,  except  upon  liquidation,  it will  not be  entitled  to  participate  in
dividends  or  other  distributions.  Any  dividend  or  distribution  paid to a
proposed  transferee  of Excess Stock prior to the discovery by the Company that
the direct or  beneficial  ownership of capital  stock has been  transferred  in
violation of the provisions of the Company's Articles of Incorporation  shall be
repaid to the Company upon demand.  The Excess Stock is not treasury stock,  but
rather  constitutes  a  separate  class of issued and  outstanding  stock of the
Company. The original  transferee-stockholder  may, at any time the Excess Stock
is held by the Company in trust, transfer the interest in the trust representing
the Excess Stock to any individual  whose ownership of the securities  exchanged
into such Excess Stock would be permitted under the Ownership  Limit, at a price
not in excess of the price paid by the original  transferee-stockholder  for the
securities that were exchanged into Excess Stock.  Immediately upon the transfer
to the permitted  transferee,  the Excess Stock will  automatically be exchanged
for the  securities  from  which it was  converted.  If the  foregoing  transfer
restrictions  are  determined  to be void or  invalid  by  virtue  of any  legal
decision,  statute,  rule or  regulation,  then the intended  transferee  of any
Excess Stock may be deemed,  at the option of the  Company,  to have acted as an
agent on behalf of the  Company in  acquiring  the Excess  Stock and to hold the
Excess Stock on behalf of the Company.

         In addition to the foregoing  transfer  restrictions,  the Company will
have the right, for a period of 90 days during the time any Excess Stock is held
by the Company in trust, to purchase all or any portion of the Excess Stock from
the  original  transferee-stockholder  for the  lesser of the price paid for the
shares by the original transferee-stockholder or the market price (as determined
in the manner set forth in the  Articles of  Incorporation  by  reference to the
average  closing sale price of the shares as reported on the NYSE) of the shares
on the date on which the Company  exercises  its option to purchase.  The 90-day
period begins on the date on which the Company  receives  written  notice of the
transfer or other event resulting in the exchange of shares for Excess Stock.

         All certificates representing shares of Common Stock will bear a legend
referring to the restrictions described above.

         Every  owner of more than five  percent  (or such lower  percentage  as
required by the Code or regulations  thereunder)  of the issued and  outstanding
shares of capital stock must file a written  notice with the Company  containing
the information specified in the Articles of Incorporation no later than January
31 of each year. In addition, every shareholder shall upon demand be required to
disclose to the Company in writing such  information  as the Company may request
in order to  determine  the effect of such  shareholder's  direct,  indirect and
constructive ownership of such shares on the Company's status as a REIT.

         The foregoing  ownership  limitations may have the effect of precluding
acquisition  of  control  of the  Company  without  the  consent of the Board of
Directors.

                                  LEGAL MATTERS

         Certain legal matters in connection  with this offering,  including the
validity of the issuance of the shares of Common Stock offered  hereby,  will be
passed upon for the Company by Pryor,  Cashman,  Sherman & Flynn,  New York, New
York.
EXPERTS

         The financial  statements  incorporated in this Prospectus by reference
to the Annual Report on Form 10-K of the Company for the year ended December 31,
1995 have been so  incorporated  in reliance  on the report of Price  Waterhouse
LLP, independent accountants,  given on the authority of said firm as experts in
auditing  and  accounting.   The  financial  statements   incorporated  in  this
Prospectus by reference to the Current Reports on Form 8-K of the Company, dated
July 16, 1996, October 8, 1996, and October 29, 1996 (two reports), have been so
incorporated  in reliance on the report of  Schonbraun  Safris  Sternlieb & Co.,
L.L.C., independent accountants,  given on the authority of said firm as experts
in auditing and  accounting.  The  Statements of Revenues and Certain  Operating
Expenses of the property  known as Harborside  Financial  Center for each of the
three years in the period ended December 31, 1995,  incorporated by reference in
this Prospectus to the Current Report on Form 8-K of the Company,  dated October
29, 1996, have been  incorporated  herein in reliance on the report of Coopers &
Lybrand  L.L.P.,  independent  auditors,  given on the authority of said firm as
experts in  auditing  and  accounting.  The  combined  statement  of revenue and
certain expenses of the  International  Court at Airport Business Center for the
year ended  December 31, 1995 included in the Company's  Current  Report on Form
8-K,  dated October 29, 1996 has been audited by Ernst & Young LLP,  independent
auditors,  as set forth in their report theron included therein and incorporated
herein  by  reference.  Such  financial  statement  is  incorporated  herein  by
reference  in reliance on such report  given upon the  authority of such firm as
experts in accounting and auditing.
================================================================================
   No dealer,  salesperson  or any other person has been  authorized to give any
information or to make any  representations  other than those  contained in this
Prospectus in connection with the offer made by this Prospectus and, if given or
made, such information or representations must not be relied upon as having been
authorized by the Company or the Selling Shareholders.  This Prospectus does not
constitute an offer to sell or a solicitation of an offer to buy, the securities
offered hereby in any  jurisdiction  in which such offer or  solicitation is not
authorized,  or to any  person  to whom it is  unlawful  to make  such  offer or
solicitation.  Neither  the  delivery  of  this  Prospectus  nor any  sale  made
hereunder  shall,  under any  circumstances,  create  any  implication  that any
information  contained  therein is correct as of any time subsequent to the date
hereof.

                           --------------------------

                                TABLE OF CONTENTS

                                              

          Available Information.........................
          Incorporation of Certain Documents
            by Reference................................
          The Company...................................
          Use of Proceeds...............................
          Selling Shareholders..........................
          Plan of Distribution..........................
          Description of Securities to be
            Registered..................................
          Legal Matters.................................
          Experts ......................................

================================================================================
================================================================================

                                1,880,188 Shares

                             CALI REALTY CORPORATION

                                  Common Stock

                               -------------------

                                   PROSPECTUS
                               -------------------

                                December 19, 1996 

================================================================================
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

         The following  documents are hereby  incorporated  by reference in this
registration statement:

         a.    The Company's  Annual Report on Form 10-K (File No.  1-13274) for
               the fiscal year ended December 31, 1995;

         b.    The Company's  Quarterly  Reports on Form 10-Q (File No. 1-13274)
               for the fiscal  quarters ended March 31, 1996, June 30, 1996, and
               September 30, 1996;

         c.    The  Company's  Current  Reports on Form 8-K (File No.  1-13274),
               dated July 16, 1996,  August 12, 1996;  October 8, 1996,  October
               29, 1996, November 18, 1996 and November 21, 1996;

         d.    The Company's Proxy  Statement  relating to the Annual Meeting of
               Shareholders held on May 13, 1996; and

         e.    The  description  of the  Common  Stock  and the  description  of
               certain  provisions of Maryland Law and of the Company's Articles
               of  Incorporation  and Bylaws,  both  contained in the  Company's
               Registration Statement on Form 8-A, dated August 9, 1994.

         All  documents  subsequently  filed by the Company with the  Commission
pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
1934,  as  amended,  prior to the  filing of a  post-effective  amendment  which
indicates that all securities  offered have been sold or which  deregisters  all
securities then remaining unsold.

Item 4. Description of Securities.

        Not applicable.

Item 5. Interests of Named Experts and Counsel.

        Not applicable.

Item 6. Indemnification of Directors and Officers.

         The Company's  officers and directors are and will be indemnified under
Maryland law, the Articles of  Incorporation  of the Company and the Amended and
Restated  Agreement of Limited  Partnership  of the Operating  Partnership  (the
"Partnership   Agreement  of  the  Operating   Partnership")   against   certain
liabilities.  The Articles of Incorporation require the Company to indemnify its
directors and officers to the fullest extent  permitted from time to time by the
laws of the State of Maryland. The Bylaws contain provisions which implement the
indemnification provisions of the Articles of Incorporation.
The Maryland General  Corporation Law ("MGCL") permits a corporation to
indemnify  its  directors  and  officers,   among  others,   against  judgments,
penalties,  fines, settlements and reasonable expenses actually incurred by them
in connection with any proceeding to which they may be made a party by reason of
their service in those or other capacities unless it is established that the act
or omission of the director or officer was material to the matter giving rise to
the  proceeding  and was  committed in bad faith or was the result of active and
deliberate dishonesty,  or the director or officer actually received an improper
personal benefit in money,  property or services, or in the case of any criminal
proceeding, the director or officer had reasonable cause to believe that the act
or omission was unlawful.  No amendment of the Articles of  Incorporation of the
Company  shall limit or eliminate  the right to  indemnification  provided  with
respect  to acts or  omissions  occurring  prior to such  amendment  or  repeal.
Maryland law permits the Company to provide indemnification to an officer to the
same extent as a director,  although additional  indemnification may be provided
if such officer is not also a director.

         The  MGCL  permits  the  articles  of   incorporation   of  a  Maryland
corporation  to include a provision  limiting the liability of its directors and
officers to the corporation and its shareholders  for money damages,  subject to
specified  restrictions.  The MGCL does not,  however,  permit the  liability of
directors and officers to the  corporation or its  shareholders to be limited to
the extent that (1) it is proved that the person  actually  received an improper
benefit or profit in money,  property or services (to the extent such benefit or
profit was  received) or (2) a judgment or other final  adjudication  adverse to
such  person is entered in a  proceeding  based on a finding  that the  person's
action,  or failure to act, was the result of active and  deliberate  dishonesty
and was  material  to the cause of action  adjudicated  in the  proceeding.  The
Articles of Incorporation of the Company contain a provision consistent with the
MGCL. No amendment of the Articles of Incorporation shall limit or eliminate the
limitation  of liability  with respect to acts or omissions  occurring  prior to
such amendment or repeal.

         The Partnership  Agreement of the Operating  Partnership  also provides
for  indemnification  of the Company and its officers and  directors to the same
extent  indemnification  is provided to officers and directors of the Company in
its Articles of  Incorporation,  and limits the liability of the Company and its
officers and directors to the Operating Partnership and its partners to the same
extent liability of officers and directors of the Company to the Company and its
stockholders is limited under the Company's Articles of Incorporation.

         The Company has entered into  indemnification  agreements  with each of
its directors and officers. The indemnification  agreements require, among other
things,  that the Company  indemnify  its  directors and officers to the fullest
extent  permitted by law, and advance to the  directors and officers all related
expenses,  subject  to  reimbursement  if it  is  subsequently  determined  that
indemnification  is not  permitted.  The Company also must indemnify and advance
all expenses  incurred by directors and officers seeking to enforce their rights
under the indemnification agreements, and cover directors and officers under the
Company's  directors' and officers'  liability  insurance.  Although the form of
indemnification  agreement  offers  substantially  the same  scope  of  coverage
afforded  by  provisions  of the  Articles of  Incorporation  and the Bylaws and
Partnership  Agreement  of  the  Operating  Partnership,   it  provides  greater
assurance to directors  and officers  that  indemnification  will be  available,
because, as a contract,  it cannot be modified unilaterally in the future by the
Board of Directors or by the stockholders to eliminate the rights it provides.
Item 7. Exemption from Registration Claimed.

        Not applicable  

Item 8. Exhibits.

        5 - Opinion of Pryor, Cashman, Sherman & Flynn

        23.1 -Consent of Price Waterhouse LLP

        23.2 -Consent of Pryor, Cashman, Sherman & Flynn (included in Exhibit 5)

        23.3 -Consent of Schonbraun Safris Sternlieb & Co., L.L.C.

        23.4 -Consent of Coopers & Lybrand L.L.P.

        23.5 -Consent of Ernst & Young LLP

Item 9. Undertakings.

        (a)   The undersigned registrant hereby undertakes:

               (1) To file, during any period in which offers or sales are being
         made, a post-effective  amendment to this  registration  statement;  to
         include  any  material   information   with  respect  to  the  plan  of
         distribution not previously disclosed in the registration  statement or
         any material change to such information in the registration statement.

               (2) That, for the purpose of determining  any liability under the
         Securities Act of 1933,  each such  post-effective  amendment  shall be
         deemed to be a new  registration  statement  relating to the securities
         offered therein, and the offering of such securities at that time shall
         be deemed to be the initial bona fide offering thereof.

               (3) To  remove  from  registration  by means of a  post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering.

         (b) The undersigned  registrant hereby undertakes that, for purposes of
         determining any liability under the Securities Act of 1933, each filing
         of the registrant's annual report pursuant to Section 13(a) or 15(d) of
         the Securities  Exchange Act of 1934 that is  incorporated by reference
         in the registration  statement shall be deemed to be a new registration
         statement relating to the securities offered therein,  and the offering
         of such  securities at that time shall be deemed to be the initial bona
         fide offering thereof.
(c)  Insofar  as  indemnification  for  liabilities  arising  under the
         Securities  Act of 1933 may be  permitted  to  directors,  officers and
         controlling  persons  of the  registrant  pursuant  to  the  provisions
         discussed in Item 6 of this Registration Statement,  or otherwise,  the
         registrant  has been advised that in the opinion of the  Securities and
         Exchange  Commission such  indemnification  is against public policy as
         expressed  in the Act and is,  therefore,  unenforceable.  In the event
         that a claim for  indemnification  against such liabilities (other than
         the  payment  by the  registrant  of  expenses  incurred  or  paid by a
         director,  officer  or  controlling  person  of the  registrant  in the
         successful  defense of any action,  suit or  proceeding) is asserted by
         such  director,  officer or controlling  person in connection  with the
         securities being registered, the registrant will, unless in the opinion
         of its counsel the matter has been  settled by  controlling  precedent,
         submit to a court of appropriate jurisdiction the question whether such
         indemnification  by it is against public policy as expressed in the Act
         and will be governed by the final adjudication of such issue.
SIGNATURES

          Pursuant  to the  requirements  of the  Securities  Act of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in Cranford, New Jersey on this day of December, 1996.

                                             CALI REALTY CORPORATION

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

          Pursuant  to the  requirements  of the  Securities  Act of 1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.
Signature                         Title                           Date
    ---------                         -----                           ----
President, Chief Executive
/s/ Thomas A. Rizk              Officer and Director             December 19, 1996
------------------ 
    Thomas A. Rizk 

                                Vice President-Finance
                                and Chief Financial
/s/ Barry Lefkowitz             Officer                          December 19, 1996
------------------- 
    Barry Lefkowitz 

                                Chairman of the Board
/s/ John J. Cali                and Director                     December 19, 1996
---------------- 
    John J. Cali 

/s/ Angelo R. Cali              Director                         December 19, 1996
------------------ 
    Angelo R. Cali 

/s/ Edward Leshowitz            Director                         December 19, 1996
-------------------- 
    Edward Leshowitz
Signature                         Title                           Date
    ---------                         -----                           ----
/s/ Brendan T. Byrne            Director                         December 19, 1996
-------------------- 
    Brendan T. Byrne 

/s/ Kenneth A. DeGhetto         Director                         December 19, 1996
-----------------------
    Kenneth A. DeGhetto 

/s/ James W. Hughes             Director                         December 19, 1996
-------------------
    James W. Hughes 

/s/ Irvin D. Reid               Director                         December 19, 1996
-----------------
    Irvin D. Reid 

/s/ Alan Turtletaub             Director                         December 19, 1996
-------------------
    Alan Turtletaub
INDEX TO EXHIBITS

Exhibit No.      Description of Exhibit

  5              Opinion of Pryor, Cashman, Sherman & Flynn

  23.1           Consent of Price Waterhouse LLP

  23.2           Consent of Pryor, Cashman, Sherman & Flynn (included in
                 Exhibit 5)

  23.3           Consent of Schonbraun Safris Sternlieb & Co., L.L.C.

  23.4           Consent of Coopers & Lybrand L.L.P.

  23.5           Consent of Ernst & Young LLP