As filed with the Securities and Exchange Commission on January 15, 1997 


                                                           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 Number)


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

                     THE CALI REALTY CORPORATION RESTRICTED
                     STOCK AWARD PLAN FOR SENIOR EXECUTIVES
                        AND OFFICERS AND THE CALI REALTY
                       CORPORATION STOCK PURCHASE PROGRAM
                       FOR SENIOR EXECUTIVES AND OFFICERS
                           (Full Titles of the Plans)

                                   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          1,000,000 shares           $30.5625             $30,562,500.00              $9,261.37 
($0.01 par value)
-------------------------------------------------------------------------------------------------------------

*        All of the securities registered hereby are issuable under the Plans.

**       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 January 10, 1997.

</TABLE>
<PAGE>
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10 (a) PROSPECTUS 

         Note: The document(s)  containing the  information  specified in Part I
will be sent or given to directors,  officers and employees, as required by Rule
428(b)(1) of the Securities Act of 1933 (the "Securities  Act").  Such documents
need not be filed with the Securities and Exchange Commission (the "Commission")
either as part of this  Registration  Statement or as prospectuses or prospectus
supplements  pursuant to Rule 424 of the Securities Act. These documents and the
documents  incorporated by reference in this Registration  Statement pursuant to
Item 3 of Part II of this form,  taken  together,  constitute a prospectus  that
meets the  requirements  of Section 10(a) of the Securities Act. See Rule 421 of
the Securities Act.

Item 1.  Plan Information.

         Not required to be filed with the Commission.

Item 2.  Registrant Information and Employee Plan Annual Information.

         Not required to be filed with the Commission.
<PAGE>
                                      II-3

                                     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 28, 1996,  October 29, 1996,  November
                         18, 1996,  November 21,  1996,  December 30, 1996,  and
                         December 31, 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.

<PAGE>
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.
<PAGE>
                  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.
<PAGE>
                  (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.
<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 15th day of January, 1997.


                                                      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>

                                                    
/s/ Thomas A. Rizk                  President, Chief Executive
------------------                  Officer and Director               January 15, 1997  
    Thomas A. Rizk                                                                                     
                                                
                                                   
                                                   
/s/ Barry Lefkowitz                 Vice President-Finance
-------------------                 and Chief Financial Officer        January 15, 1997                                  
    Barry Lefkowitz                                                  
                                                                                                
                                                    
/s/ John J. Cali                    Chairman of the Board
----------------                    and Director                       January 15, 1997     
    John J. Cali                                                                         
                                                                                             
                                    
/s/ Angelo R. Cali                  Director                           January 15, 1997
------------------ 
    Angelo R. Cali 


/s/ Edward Leshowitz                Director                           January 15, 1997
-------------------- 
    Edward Leshowitz 
<PAGE>
<CAPTION>
   Signature                             Title                             Date
   ---------                             -----                             ----
<S>                                 <C>                                <C>
/s/ Brendan T. Byrne                Director                           January 15, 1997
-------------------- 
    Brendan T. Byrne 


/s/ Kenneth A. DeGhetto             Director                           January 15, 1997
----------------------- 
    Kenneth A. DeGhetto 


/s/ James W. Hughes                 Director                           January 15, 1997
------------------- 
    James W. Hughes 


/s/ Irvin D. Reid                   Director                           January 15, 1997
-----------------  
    Irvin D. Reid 


/s/ Alan Turtletaub                 Director                           January 15, 1997
------------------- 
    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": 19616}]
{"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": "333-19831", "film-number": "97506452"}, "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"}]}
As filed with the Securities and Exchange Commission on January 15, 1997 

                                                           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 Number)

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

                     THE CALI REALTY CORPORATION RESTRICTED
                     STOCK AWARD PLAN FOR SENIOR EXECUTIVES
                        AND OFFICERS AND THE CALI REALTY
                       CORPORATION STOCK PURCHASE PROGRAM
                       FOR SENIOR EXECUTIVES AND OFFICERS
                           (Full Titles of the Plans)

                                   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          1,000,000 shares           $30.5625             $30,562,500.00              $9,261.37 
($0.01 par value)
-------------------------------------------------------------------------------------------------------------

*        All of the securities registered hereby are issuable under the Plans.

**       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 January 10, 1997.
PART I

              INFORMATION REQUIRED IN THE SECTION 10 (a) PROSPECTUS 

         Note: The document(s)  containing the  information  specified in Part I
will be sent or given to directors,  officers and employees, as required by Rule
428(b)(1) of the Securities Act of 1933 (the "Securities  Act").  Such documents
need not be filed with the Securities and Exchange Commission (the "Commission")
either as part of this  Registration  Statement or as prospectuses or prospectus
supplements  pursuant to Rule 424 of the Securities Act. These documents and the
documents  incorporated by reference in this Registration  Statement pursuant to
Item 3 of Part II of this form,  taken  together,  constitute a prospectus  that
meets the  requirements  of Section 10(a) of the Securities Act. See Rule 421 of
the Securities Act.

Item 1.  Plan Information.

         Not required to be filed with the Commission.

Item 2.  Registrant Information and Employee Plan Annual Information.

         Not required to be filed with the Commission.
II-3

                                     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 28, 1996,  October 29, 1996,  November
                         18, 1996,  November 21,  1996,  December 30, 1996,  and
                         December 31, 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 15th day of January, 1997.

                                                      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
   ---------                             -----                             ----
/s/ Thomas A. Rizk                  President, Chief Executive
------------------                  Officer and Director               January 15, 1997  
    Thomas A. Rizk                                                                                     
                                                
                                                   
                                                   
/s/ Barry Lefkowitz                 Vice President-Finance
-------------------                 and Chief Financial Officer        January 15, 1997                                  
    Barry Lefkowitz                                                  
                                                                                                
                                                    
/s/ John J. Cali                    Chairman of the Board
----------------                    and Director                       January 15, 1997     
    John J. Cali                                                                         
                                                                                             
                                    
/s/ Angelo R. Cali                  Director                           January 15, 1997
------------------ 
    Angelo R. Cali 

/s/ Edward Leshowitz                Director                           January 15, 1997
-------------------- 
    Edward Leshowitz
Signature                             Title                             Date
   ---------                             -----                             ----
/s/ Brendan T. Byrne                Director                           January 15, 1997
-------------------- 
    Brendan T. Byrne 

/s/ Kenneth A. DeGhetto             Director                           January 15, 1997
----------------------- 
    Kenneth A. DeGhetto 

/s/ James W. Hughes                 Director                           January 15, 1997
------------------- 
    James W. Hughes 

/s/ Irvin D. Reid                   Director                           January 15, 1997
-----------------  
    Irvin D. Reid 

/s/ Alan Turtletaub                 Director                           January 15, 1997
------------------- 
    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