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CORRESP
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May 4, 2020

David M. Plattner

Special Counsel

Office of Mergers and Acquisitions

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

     Re:
    Mack-Cali Realty Corporation

    PREC14A filed April 23, 2020

    File No. 001-13274

Dear Mr. Plattner:

On behalf of Mack-Cali
Realty Corporation (the “Company”), and in connection with the Company’s preliminary proxy statement on Schedule
PREC14A filed on April 23, 2020 (the “Preliminary Proxy Statement”), I respectfully submit this letter in
response to the comments by the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
contained in your letter dated April 30, 2020 (the “Comment Letter”). For convenience of reference, each comment
is recited in bold face type and is followed by the Company’s response thereto. Capitalized terms used herein and not defined
shall have the meaning ascribed to such terms in the Preliminary Proxy Statement.

Schedule 14A

General

 1. We note the disclosure that states, “because the Annual Meeting is a contested election
as a result of the proxy contest initiated by Bow Street, we are unable to conduct the Annual Meeting as a virtual meeting, as
would otherwise be our preference.” While holding a virtual meeting in the context of a contested election may provide logistical
challenges, we understand that it is in fact possible. Please revise the disclosure accordingly.

 Response: Our revised Preliminary Proxy Statement includes the following revised disclosure:

“We recognize the difficulty
of conducting the Annual Meeting as an in-person meeting during the current COVID-19 crisis, and we are working to identify an
independent service provider that can perform virtual meeting hosting services for a contested election so that we can conduct
the Annual Meeting as a virtual meeting. We will provide written notice to stockholders at least ten (10) days in advance
of the Annual Meeting if we are able to make arrangements to conduct the Annual Meeting as a virtual meeting.”

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General
Information, page 1

 2. We note the disclosure that states that you intend to mail the Proxy Statement “on or
about May 1, 2020.” Please note that, given that your preliminary proxy statement has a filing date of April 23,
2020, the earliest potential date for mailing your definitive proxy statement would be May 3, 2020. Please revise the disclosure
accordingly. Please see Rules 14a-6(a) and 14a-6(k) of the Exchange Act, as well as Question 126.03 under the Division
of Corporation Finance’s Proxy Rules and Schedules 14A/14C Compliance and Disclosure Interpretations.

 Response: We acknowledge the Staff’s comment and our revised Preliminary Proxy Statement reflects an
anticipated mailing date of May 8, 2020, subject to satisfactory resolution of the Staff’s comments in the Comment Letter.

Solicitation
and Voting Procedures, page 2

 3. To remove the uncertainty, please revise the statement on page 2 that members of the Board
of Directors and certain officers and employees of the Company “may be deemed” participants under applicable regulations.

 Response: Our revised Preliminary Proxy Statement has deleted the reference to “may be deemed”
and states that all such persons are participants in accordance with Instruction 3 to Item 4 of Schedule 14A.

 4. Please revise the disclosure on page 4 to explain that under the rules of the NYSE
governing brokers’ discretionary authority, to the extent that shareholders receive proxy materials from or on behalf of
both the Company and Bow Street, then brokers for such accounts will not be permitted to exercise discretionary authority regarding
any of the proposals to be voted on at the 2020 annual meeting, whether “routine” or not.

 Response: We acknowledge the Staff’s comment, but note that Proposal No. 3 is a routine, uncontested
matter with respect to which brokers may exercise discretionary authority. We believe the disclosure on page 5 under the heading
 “Voting Procedures; Quorum and Votes Required” adequately describes the restrictions on brokers under NYSE Rules, as
it states: “In contrast, the election of directors as set forth in Proposal No. 1 and the advisory vote to approve executive
compensation as set forth in Proposal No. 2 are considered non-discretionary items. This means that brokerage firms that have
not received a properly executed proxy card or voting instructions from their clients may not vote on behalf of their clients with
respect to Proposals Nos. 1 and 2.”

To address the Staff’s comment,
our revised Preliminary Proxy Statement includes additional disclosure on page 4 to add the following disclosure after the
sentence that first discusses the voting of shares held in street name:

    2

“Brokers will not be permitted
to exercise discretionary authority if they do not receive a properly executed proxy card or voting instructions. See “Voting
Procedures; Quorum and Votes Required.””

Background
of the Solicitation, page 5

 5. Please disclose whether the various offers by the Company in March and April to include
three of the four Bow Street Directors on the Company’s slate involved the inclusion of three directors specified by the
Company or three directors of Bow Street’s choosing.

 Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 13,
14 and 16 of the updated Preliminary Proxy Statement to reflect that the Company’s offers to include three of the four
Bow Street Directors on the Company’s slate involved three Bow Street Directors identified by the Company. The new disclosure
also reflects that, in discussing these offers with Bow Street’s representatives, the Company’s representatives indicated
that the fourth Bow Street Director was unacceptable to the Board of Directors due to that individual’s low vote totals at
the 2019 Annual Meeting as well as unconstructive conduct as a Board member.

 6. Please provide the basis for the claim on page 14 that the Bow Street Directors decided
 “to forego the opportunity to be re-nominated on the Company’s slate....”

 Response: In response to the Staff’s comment, the Company respectfully advises the Staff that the Company
believes that the Bow Street Directors decided to forego the opportunity to be re-nominated on the Company’s slate by agreeing
to be nominated for re-election on Bow Street’s slate.

As disclosed on page 11
of the updated Preliminary Proxy Statement, on January 28, 2020, the Nominating and Corporate Governance Committee of the
Board of Directors (the “NCG Committee”), on behalf of the Board, invited each of the Bow Street Directors to join
the Company’s slate of nominees for election to the Board at the Annual Meeting. Each of the Bow Street Directors accepted
the invitation. However, at the same time, they secretly engaged in discussions with Bow Street regarding joining its slate, and
ultimately agreed to join Bow Street’s proxy contest, all without informing the Board or the NCG Committee of their decision.
As a result, it was not until Bow Street delivered its formal notice of director nominations on March 12, 2020 that the Board
became aware of the Bow Street Directors’ decision to join Bow Street’s slate.

Upon learning about the Bow Street
Directors’ decision to join Bow Street’s slate, the Board advised the Bow Street Directors that they could not be nominated
for election on both the Company’s slate and Bow Street’s slate. At its March 23, 2020 meeting, the Board discussed
the Bow Street Directors’ decision to be nominated on Bow Street’s slate and determined that, by agreeing to join Bow
Street’s slate, they have chosen to align themselves with Bow Street and support its dissident agenda, which includes the
removal of the Company’s CEO. Bow Street’s agenda runs counter to the Company’s strategy for maximizing stockholder
value, as previously approved by the Board (with the support of the Bow Street Directors). The Board concluded that, in these circumstances,
nominating the Bow Street Directors on the Company’s slate would assist Bow Street in its efforts to gain control of the
Company and implement its dissident agenda, which the Board believes would be detrimental to all other Mack-Cali stockholders.
All of the Bow Street Directors were present at the March 23, 2020 Board meeting and were aware of the Board’s determination.

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Based on the foregoing, the Company
believes that the Bow Street Directors were fully aware of the significance and implications of their decision to join Bow Street’s
slate. Moreover, the Company believes that including the Bow Street Directors on both slates of nominees would put the Company
in the untenable position of effectively advocating for the election of nominees holding two opposite views on a number of material
issues raised by the Company and Bow Street in this proxy contest (including the issues described in more detail in the Company’s
response to the Staff’s Comment 7), in violation of the Commission’s Rule 14a-9(a).

 7. Please disclose the basis for the assertions that the Bow Street Directors “endorsed”
Bow Street’s agenda, which purportedly includes, among other things, “forcing” an “immediate” sale
of the Company at “any price” or, alternatively, “a price acceptable to Bow Street, rather than on terms that
maximize value for all stockholders.”

 Response: In response to the Staff’s comment, the Company respectfully advises the Staff that the Company
believes that by agreeing to be nominated on Bow Street’s slate, the Bow Street Directors have become participants in Bow
Street’s solicitation of proxies under applicable regulations of the Commission. As the Staff is aware, the names of the
Bow Street Directors have been included in Bow Street’s preliminary proxy statement filed with the Commission on April 17,
2020, as well as in all other soliciting materials filed by Bow Street with the Commission to date in connection with its proxy
contest.

As participants in Bow Street’s
solicitation, the Bow Street Directors are responsible for the statements, proposals, views and ideas expressed in the soliciting
materials used by Bow Street to generate stockholder support for its dissident agenda, including gaining control of the Board of
Directors, removing the Company’s CEO and forcing an immediate sale of the Company at a price that may not reflect the true
value of the Company or its assets. In the Company’s view, the Bow Street Directors’ decision to be nominated on Bow
Street’s slate, become participants in its solicitation and give their names and reputations for use in Bow Street’s
campaign indicates that the Bow Street Directors have endorsed Bow Street’s dissident agenda. In response to the Staff’s
comment, the Company has revised the disclosure on page 14 of the updated Preliminary Proxy Statement to reflect the foregoing
view.

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Further, the Company believes that
Bow Street’s agenda includes, among other things, forcing an immediate sale of the Company at a price acceptable to Bow Street,
rather than on terms that would maximize value for all Mack-Cali stockholders. The Company’s view is based on numerous statements
made by Bow Street over the past year and a half in its private communications with the Company as well as in the various press
releases, open letters to Mack-Cali stockholders and other soliciting materials publicly filed by Bow Street in connection with
its current proxy contest or the 2019 proxy contest, as detailed below.

In February 2019, Bow Street
submitted to the Company an unsolicited proposal to acquire the Company’s suburban and waterfront office assets in a complex
transaction, in which the Company’s office assets would be acquired by Bow Street and its partners for cash, at a significant
discount to their fair market value, and the Company’s residential assets would be spun off to the Company’s stockholders
as a newly formed, publicly traded micro-cap residential REIT with a highly leveraged balance sheet. After careful evaluation of
Bow Street’s proposal, the Mack-Cali Board unanimously determined that it (1) substantially undervalued the Company’s
core office portfolio and (2) was based on unrealistic assumptions regarding the potential trading multiples of the new residential
REIT. As a result, the Board concluded that the proposal as a whole materially undervalued the Company and its assets. The Board
also determined that Bow Street’s proposal was unworkable and, if consummated, would likely result in materially adverse
tax consequences to the Company and its stockholders and would leave the Company and its stockholders without the wherewithal to
capitalize on its residential assets and with shares of a small, undercapitalized company unlikely to achieve an attractive valuation
in the public market. Accordingly, the Board determined that the proposal was inadequate and not in the best interests of the Company’s
stockholders.1

After the Board rejected Bow Street’s
proposal, Bow Street launched a proxy contest to elect four directors. In its definitive proxy statement and other soliciting materials
filed by Bow Street with the Commission in connection with its 2019 proxy contest, Bow Street repeatedly stated that it believes
that the value of Mack-Cali’s assets would never be fully realized in its current structure and that the only way to maximize
stockholder value was to conduct a strategic process to sell the Company or its assets.2

 1 See Company Definitive Proxy
Statement, dated April 29, 2019, pages 7-8.

 2 See, e.g., Bow Street Definitive
Proxy Statement, dated April 16, 2019, pages 1, 3; Bow Street Press Release issued on April 16, 2019. It should be noted that
although Bow Street claimed in its 2019 soliciting materials (and continues to do so in its current proxy contest) that its objective
was to maximize value for all Mack-Cali stockholders, in March 2019, Bow Street proposed to end its proxy contest if the Company
agreed to sell to Bow Street and its partners certain of the Company’s office properties at a “wholesale” price
(i.e., below their fair market value). Bow Street’s proposal (which Bow Street never publicly disclosed) was rejected by
the Company. See Company Definitive Proxy Statement, dated April 29, 2019, page 8.

    5

Following the 2019 Annual Meeting,
Bow Street continued its attempts to put pressure on the Mack-Cali Board to launch a sale process for the Company or its assets.
As disclosed in the preliminary proxy statement, during the period from August 2019 to October 2019, Bow Street sent
several emails and letters to the Board, in which it reiterated its continued interest in the sale of the Company or its assets
and expressed frustration at the fact that the Company had not launched a sale process.3

Perhaps frustrated at its inability
to compel a quick sale, on March 12, 2020, Bow Street nominated a majority slate of eight candidates, including the current
Bow Street Directors and four new nominees, and launched a new proxy contest to obtain control of the Board. In its preliminary
proxy statement filed with the Commission on April 17, 2020, as well as in its open letters to Mack-Cali stockholders, press
releases and other soliciting materials publicly filed by Bow Street in connection with its current proxy contest, Bow Street has
made it clear that it seeks to obtain control of the Board to ensure that the Company initiates a strategic process to sell itself
or its assets.4

Moreover, as part of its efforts
to put pressure on the Mack-Cali Board to launch a sale process, Bow Street has repeatedly made false and misleading claims regarding
 “multiple” acquisition proposals allegedly received and rejected by the Board.5
As disclosed in the Preliminary Proxy Statement, the Bow Street Directors have been involved in every decision made by the Board
since their election at the 2019 Annual Meeting. In