CALI REALTY CORP /NEW/
8-A12B, 1997-07-30
REAL ESTATE INVESTMENT TRUSTS
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                          SECURITIES AND EXCHANGE COMMISSION
                                           
                               Washington, D.C.  20549
                                           
                                           
                                           
                                    _____________
                                           
                                       FORM 8-A
                                           
                                           
                                           
                  FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES 
                       PURSUANT TO SECTION 12(b) or (g) OF THE
                           SECURITIES EXCHANGE ACT OF 1934
                                           
                                           
                                           
                               CALI REALTY CORPORATION  
- --------------------------------------------------------------------------------
                (Exact Name of Registrant as Specified in Its Charter)
                                           
                                           
                                           
                Maryland                                22-3305147    
- ----------------------------------------    ------------------------------------
(State of Incorporation or Organization)    (I.R.S. Employer Identification No.)


    11 Commerce Drive                                       07016       
- ----------------------------------------    ------------------------------------
(Address of Principal Executive Offices)              (Zip Code)


          Securities to be registered pursuant to Section 12(b) of the Act:

    Title of Each Class                       Name of Each Exchange on Which
    to be so Registered                       Each Class is to be Registered  
    -------------------                       ------------------------------

    Common Stock, Par Value $0.01 Per Share      Pacific Exchange, Inc.

Securities to be registered pursuant to Section 12(g) of the Act:

                                        None 
                                        -----
                                   (Title of Class) 

<PAGE>

Item 1.       Description of Securities to be Registered.

    The Registrant's authorized capital stock consists of 190,000,000 shares of
Common Stock, par value $0.01 per share, and 5,000,000 shares of Preferred
Stock, par value $0.01 per share.  The description of the securities to be
registered hereby is incorporated by reference to the description contained in
the Registrant's Registration Statement No. 33-79892 on Form S-11, as originally
filed with the Securities and Exchange Commission (the "Commission") on June 7,
1994 and amended on July 19, 1994 and August 2, 9, 11, 15, 18 and 23, 1994.

Item 2.       Exhibits

    The securities described herein are to be registered on the Pacific
Exchange, on which no other securities of the Registrant are registered. 
Accordingly, the following exhibits required in accordance with Part II to the
Instructions as to the exhibits on Form 8-A have been duly filed with the
Pacific Exchange:

    The Registrant's Annual Report on Form 10-K (File No. 1-13274) for the
    fiscal year ended December 31, 1996; 

    The Registrant's Quarterly Report on Form 10-Q (File No. 1-13274) for the
    fiscal quarter ended March 31, 1997; 

    The Registrant's Proxy Statement relating to the Annual Meeting of
    Shareholders held on May 15, 1997;

    Amended and Restated Articles of Incorporation of the Registrant and
    Articles of Amendment thereto;

    By-laws of the Registrant; and 

    A specimen certificate of the Registrant's Common Stock.

    Also in accordance with Part II to the Instructions as to the exhibits on
Form 8-A, no exhibits are filed with, or incorporated by reference in this
Registration Statement filed with the Commission. 

<PAGE>
                                      SIGNATURE
                                           
    Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.


                             CALI REALTY CORPORATION


                             By:  /s/ John J. Cali
                                  -------------------------------------
                                  John J. Cali
                                  Chairman of the Board


Dated:  July 30, 1997


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