SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 8-K

                                 CURRENT REPORT


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


       Date of Report (date of earliest event reported): January 27, 1997





                         CarrAmerica Realty Corporation
                       (formerly Carr Realty Corporation)
             (Exact name of registrant as specified in its charter)



        Maryland                       1-11706                   52-1796339
(State or other jurisdiction        (Commission                 (IRS Employer
      of incorporation)               File No.)              Identification No.)



             1700 Pennsylvania Avenue, N.W., Washington, D.C. 20006
                    (Address of principal executive offices)



       Registrant's telephone number, including area code: (202) 624-7500


<PAGE>



                                    FORM 8-K


ITEM 1.  CHANGES IN CONTROL OF REGISTRANT

         Not applicable

ITEM 2.  ACQUISITION OR DISPOSITION OF ASSETS.

         Not applicable.

ITEM 3.  BANKRUPTCY OR RECEIVERSHIP.

         Not applicable.

ITEM 4.  CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.

         Not applicable.

ITEM 5.  OTHER EVENTS.

 a.   New and Probable Acquisitions

         Suburban  Chicago.  As described in a Current  Report on Form 8-K filed
with the Commission on January 3, 1997, in December  1996, the Company  acquired
Unisys  Center  located in the Oak Brook  submarket  of Chicago,  for a purchase
price of approximately $51 million.  The two buildings  comprising Unisys Center
contain an  aggregate of  approximately  387,000  square feet.  As of January 1,
1997, the property was 97% leased.

         The  Company  has  entered  into an  agreement  to  acquire  two office
buildings  containing an aggregate of  approximately  298,000 square feet in the
East-West  Corridor  submarket  of  Chicago's  Oakbrook  submarket  and which is
referred to as The Crossings.  The aggregate purchase price is approximately $40
million.  As of September 30, 1996, the property was 100% leased. The closing of
this  transaction  is subject to the  Company's  due diligence and certain other
closing conditions,  and there can be no assurance that this transaction will be
consummated. Closing of this transaction is currently scheduled for late January
1997.

         Phoenix,  Arizona.  In  December  1996,  the  Company  acquired  Pointe
Corridor  Center  IV,  located  in the Squaw  Peak  submarket  of  Phoenix,  and
Camelback Lakes Corporate Center, located in the Camelback Corridor submarket of
Phoenix.  The purchase price for Point Corridor Center IV was  approximately $15
million. The building contains approximately 179,000 square feet. As of December
31, 1996, 96% of the rentable square footage of the property, excluding storage,
was  leased.  The  purchase  price for  Camelback  Lakes  Corporate  Center  was
approximately  $21  million.   The  two  buildings  comprising  Camelback  Lakes
Corporate Center contain an aggregate of 


<PAGE>

approximately  201,000 square feet. As of December 31, 1996, 87% of the rentable
square footage of Camelback  Lakes  Corporate  Center,  excluding  storage,  was
leased.

         Suburban  Dallas.  In November 1996, the Company acquired The Greyhound
Building,  located in the Far North Dallas  submarket,  for a purchase  price of
approximately  $9 million.  The building  contains  approximately  93,000 square
feet. The property is 100% leased to Greyhound Lines, Inc. through 2004.

         In December 1996,  the Company  acquired  Search Plaza,  located in the
North  Central  Expressway   submarket  of  Dallas,  for  a  purchase  price  of
approximately $15 million.  The building contains  approximately  153,000 square
feet.  As of  December  31,  1996,  99% of the  rentable  square  footage of the
property, excluding storage, was leased.

         The Company has  entered  into an  agreement  to acquire  three  office
buildings  containing an aggregate of  approximately  113,000 square feet in the
Oaklawn/Turtle  Creek  sub-market  of Dallas and which is  referred  to as Cedar
Maple Plaza. The aggregate  purchase price is approximately  $13 million.  As of
December 31, 1996, the property was 95% leased.  The closing of this transaction
is subject to the Company's due diligence and certain other closing  conditions,
and there can be no assurance that this transaction will be consummated. Closing
of this transaction is currently scheduled for late January 1997.

          The Company has also  entered  into an  agreement to acquire an office
building  containing   approximately  116,000  square  feet  in  the  LBJ/Quorum
sub-market  of Dallas and which is referred to as Quorum  North.  The  aggregate
purchase price is  approximately  $11 million.  As of January 1997, the property
was 90% leased.  The closing of this transaction is subject to the Company's due
diligence and certain other  closing  conditions,  and there can be no assurance
that this  transaction  will be  consummated.  Closing  of this  transaction  is
currently scheduled for early February 1997.

         Northern California.  As reported in a Current Report on Form 8-K filed
with the Commission on January 23, 1997, in November 1996, the Company  acquired
Rio Robles Technology Center, located in the Silicon Valley for a purchase price
of  approximately  $46  million.  The seven  buildings  contain an  aggregate of
approximately  368,000  square feet.  As of December 31, 1996,  the property was
100% leased.

         Southern California. In December 1996, the Company acquired South Coast
Executive Center, located in the Greater Orange County Airport submarket,  for a
purchase  price  of  approximately  $21  million.  The  consideration  for  this
transaction   was  paid  through  a  combination  of  cash,  the  assumption  of
indebtedness,  the  issuance  of limited  partnership  interests  and options to
acquire shares of the Company's Common Stock. The two buildings comprising South
Coast  Executive  Center  contain an aggregate of  approximately  162,000 square
feet. As of December 31, 1996, the property was 95% leased.

         In  December  1996,  the Company  acquired  Del Mar  Corporate  Center,
located in the Del Mar Heights  submarket of San Diego,  for a purchase price of
approximately $16 


<PAGE>

million.  The two  buildings  comprising  Del Mar  Corporate  Center  contain an
aggregate of  approximately  123,000  square feet. As of December 31, 1996,  the
property was 100% leased to two tenants.

         The Company has entered into an agreement to acquire an office building
containing  approximately  62,000  square feet in the West San  Fernando  Valley
sub-market  in the Los  Angeles  metropolitan  area and which is  referred to as
Warner Premier.  The aggregate purchase price is approximately $9.3 million.  As
of  December  31,  1996,  the  property  was 100%  leased.  The  closing of this
transaction  is subject to the Company's due diligence and certain other closing
conditions,  and  there  can be no  assurance  that  this  transaction  will  be
consummated. Closing of this transaction is currently scheduled for late January
1997.

b.       Development  and Land Held for Development

         As of December 31, 1996,  the Company owned land and options to acquire
land in four of its target markets: suburban Seattle;  southeast Denver; Austin,
Texas; and suburban Chicago. In the aggregate, this land (including land subject
to purchase  options) will support  development of up to 3.2 million square feet
of office  space.  In addition,  as of December 31, 1996,  the Company had three
properties under construction:  128,000 square feet in suburban Atlanta;  and an
aggregate of 321,000 square feet in southeast Denver  (including  217,000 square
feet of build-to-suit development). The Company has also entered into agreements
to acquire land for three additional development projects: a 300,000 square foot
build-to-suit project in North San Jose; land which will support the development
of up to 335,000  square  feet in  suburban  Seattle;  and a 58,000  square foot
build-to-suit  project  in  suburban  Washington,  D.C.  The  closing  of  these
transactions is subject to the Company's due diligence and certain other closing
conditions,  and there  can be no  assurance  that  these  transactions  will be
consummated.



<PAGE>



c.       Markets

         The Company now owns operating properties in the following markets:

                                            Number                  Approximate
Market                               of Properties(1)(2)            Square Feet
------                                  -------------               -----------
Northern California                             37                   2,590,000
Downtown Washington, D.C.                       11                   2,588,000
Suburban Washington, D.C.                        8                   1,495,000
Suburban Atlanta                                38                   1,275,000
Southern California                             26                   1,100,000
Southeast Denver                                11                   1,025,000
Austin, Texas                                   11                     989,000
Suburban Chicago                                 4                     901,000
Suburban Seattle                                10                     400,000
Phoenix, Arizona                                 3                     379,000
Suburban Dallas                                  2                     245,000
Suburban Florida                                 1                     162,000
                                       ------------------           ----------
                           TOTALS                162                13,149,000

(1) Excludes three properties currently under construction:  128,000 square feet
in suburban  Atlanta;  and an  aggregate  of 321,000  square  feet in  Southeast
Denver.  

(2) Excludes  five   properties   in  downtown   Washington,   D.C.   containing
approximately  1,300,000  square feet of office  space in which the Company owns
less  than a 50%  interest  and  which  are not  consolidated  in the  Company's
financial   statements.   Includes  two  properties  in  the  Washington,   D.C.
metropolitan  area containing an aggregate of approximately  407,000 square feet
of  office  space in which the  Company  owns a 50%  interest  but which are not
consolidated in the Company's financial statements.

d.       Historical Financial Statements

         Attached  hereto as Exhibit 99.1 are historical  summaries of operating
revenue and expenses for the nine months ended  September  30, 1996  (unaudited)
and  for  the  year  ended  December  31,  1995,  with  accompanying  notes  and
Independent Auditors' Report for The Crossings.  In accordance with Rule 3-14 of
Regulation  S-X,  financial  statements  with respect to The Crossings are being
filed because the Company has deemed the acquisition to be probable and the book
value of The Crossings, relative to the Company's acquisitions, in the aggregate
is significant.

e.       Financing Activity

         The  Company  intends to enter  into a secured  credit  agreement  with
Morgan  Guaranty  Trust of New York (the  "Bank")  pursuant to which the Company
would be  permitted  to borrow up to a maximum  of $150  million  (the  "Secured
Facility").  The Secured Facility would bear interest on the amount  outstanding
at an annual interest rate of either the prime lending rate plus 50 basis points
or 162.5 basis points over LIBOR.  The Secured  Facility has a term of 6 months,
with an option for two 6 month extensions.  The Company intends,  initially,  to
grant the Bank a first  priority  security  interest  in Rio  Robles  Technology
Center  located in 


<PAGE>

the Silicon Valley and in Unisys Center located in Lombard,  Illinois,  a suburb
of Chicago and, accordingly, expects to be able to borrow up to $63 million. The
Company intends,  from time to time, to grant additional first priority security
interests  in other of its  suburban  office  properties  to increase the amount
available to it under the Secured Facility.  The closing of the Secured Facility
is subject to certain closing conditions,  and there can be no assurance that it
will be consummated.  Closing of the Secured Facility is currently scheduled for
late January 1997.

         In  July  1996,  the  Company  consummated  a  public  offering  and  a
concurrent  private  placement to a wholly-owned  subsidiary of Security Capital
U.S. Realty (together with Security Capital U.S. Realty,  "US Realty") of common
stock that raised net proceeds of approximately  $216 million.  In October 1996,
the  Company  consummated  an  offering  of  Series  A  Cumulative   Convertible
Redeemable  Preferred  Stock  that  raised net  proceeds  of  approximately  $43
million.  In  November  and  December  1996,  the Company  consummated  a public
offering  and  concurrent  offering to US Realty of common stock that raised net
proceeds  of  approximately  $206  million.  The net  proceeds  of all of  these
offerings were used to pay down indebtedness under the Company's  unsecured line
of credit and to acquire properties.

f.       Pro Forma Financial Information

         Attached hereto as Exhibit 99.2 are a pro forma condensed  consolidated
balance  sheet  (unaudited)  at  September  30,  1996  and pro  forma  condensed
consolidated  statements  of  operations  (unaudited)  for the nine months ended
September 30, 1996 and for the year ended December 31, 1995.

ITEM 6.  RESIGNATIONS OF REGISTRANT'S DIRECTORS.

         Not applicable.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

         (a)      Financial Statements.

         None.

         (b)      Pro Forma Financial Information .

         None.



<PAGE>



         (c)      Exhibits.

                  99.1  Historical  summaries of Operating  Revenue and Expenses
                  for The Crossings for the nine months ended September 30, 1996
                  (unaudited)  and for the year ended  December 31,  1995,  with
                  accompanying notes and Independent Auditors' Report.

                  99.2  Pro   forma   condensed   consolidated   balance   sheet
                  (unaudited)  at  September  30,  1996 and pro forma  condensed
                  consolidated statements of operations (unaudited) for the nine
                  months  ended  September  30,  1996  and  for the  year  ended
                  December 31, 1995.


ITEM 8.           Change in Fiscal Year.

                  Not applicable.


<PAGE>



                                   SIGNATURES


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


Date:  January 27, 1997



                                            CARRAMERICA REALTY CORPORATION



                                            By:      /s/ Brian K. Fields
                                                -------------------------------
                                                     Brian K. Fields
                                                     Chief Financial Officer



<PAGE>



                                  EXHIBIT INDEX



Exhibit
Number

99.1      Historical  summaries  of  Operating  Revenue  and  Expenses  for  The
          Crossings for the nine months ended September 30, 1996 (unaudited) and
          for the year ended  December 31,  1995,  with  accompanying  notes and
          Independent Auditors' Report.

99.2      Pro  forma  condensed   consolidated   balance  sheet  (unaudited)  at
          September 30, 1996 and pro forma condensed consolidated  statements of
          operations  (unaudited)  for the nine months ended  September 30, 1996
          and for the year ended December 31, 1995.
[{"type": "8-K", "sequence": "1", "description": "FORM 8-K", "secsgml_size_bytes": 16227}]
{"company-data": {"conformed-name": "CARRAMERICA REALTY CORP", "cik": "0000893577", "assigned-sic": "6798", "irs-number": "521796339", "state-of-incorporation": "MD", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-11706", "film-number": "97511423"}, "business-address": {"street1": "1700 PENNSYLVANIA AVE N W", "city": "WASHINGTON", "state": "DC", "zip": "20006", "phone": "2026247500"}, "mail-address": {"street1": "1700 PENNSYLVANIA AVENUE", "street2": "SUITE 700", "city": "WASHINGTON", "state": "DC", "zip": "20006"}, "former-company": {"former-conformed-name": "CARR REALTY CORP", "date-changed": "19940218"}}
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

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

       Date of Report (date of earliest event reported): January 27, 1997

                         CarrAmerica Realty Corporation
                       (formerly Carr Realty Corporation)
             (Exact name of registrant as specified in its charter)

        Maryland                       1-11706                   52-1796339
(State or other jurisdiction        (Commission                 (IRS Employer
      of incorporation)               File No.)              Identification No.)

             1700 Pennsylvania Avenue, N.W., Washington, D.C. 20006
                    (Address of principal executive offices)

       Registrant's telephone number, including area code: (202) 624-7500
FORM 8-K

ITEM 1.  CHANGES IN CONTROL OF REGISTRANT

         Not applicable

ITEM 2.  ACQUISITION OR DISPOSITION OF ASSETS.

         Not applicable.

ITEM 3.  BANKRUPTCY OR RECEIVERSHIP.

         Not applicable.

ITEM 4.  CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.

         Not applicable.

ITEM 5.  OTHER EVENTS.

 a.   New and Probable Acquisitions

         Suburban  Chicago.  As described in a Current  Report on Form 8-K filed
with the Commission on January 3, 1997, in December  1996, the Company  acquired
Unisys  Center  located in the Oak Brook  submarket  of Chicago,  for a purchase
price of approximately $51 million.  The two buildings  comprising Unisys Center
contain an  aggregate of  approximately  387,000  square feet.  As of January 1,
1997, the property was 97% leased.

         The  Company  has  entered  into an  agreement  to  acquire  two office
buildings  containing an aggregate of  approximately  298,000 square feet in the
East-West  Corridor  submarket  of  Chicago's  Oakbrook  submarket  and which is
referred to as The Crossings.  The aggregate purchase price is approximately $40
million.  As of September 30, 1996, the property was 100% leased. The closing of
this  transaction  is subject to the  Company's  due diligence and certain other
closing conditions,  and there can be no assurance that this transaction will be
consummated. Closing of this transaction is currently scheduled for late January
1997.

         Phoenix,  Arizona.  In  December  1996,  the  Company  acquired  Pointe
Corridor  Center  IV,  located  in the Squaw  Peak  submarket  of  Phoenix,  and
Camelback Lakes Corporate Center, located in the Camelback Corridor submarket of
Phoenix.  The purchase price for Point Corridor Center IV was  approximately $15
million. The building contains approximately 179,000 square feet. As of December
31, 1996, 96% of the rentable square footage of the property, excluding storage,
was  leased.  The  purchase  price for  Camelback  Lakes  Corporate  Center  was
approximately  $21  million.   The  two  buildings  comprising  Camelback  Lakes
Corporate Center contain an aggregate of
approximately  201,000 square feet. As of December 31, 1996, 87% of the rentable
square footage of Camelback  Lakes  Corporate  Center,  excluding  storage,  was
leased.

         Suburban  Dallas.  In November 1996, the Company acquired The Greyhound
Building,  located in the Far North Dallas  submarket,  for a purchase  price of
approximately  $9 million.  The building  contains  approximately  93,000 square
feet. The property is 100% leased to Greyhound Lines, Inc. through 2004.

         In December 1996,  the Company  acquired  Search Plaza,  located in the
North  Central  Expressway   submarket  of  Dallas,  for  a  purchase  price  of
approximately $15 million.  The building contains  approximately  153,000 square
feet.  As of  December  31,  1996,  99% of the  rentable  square  footage of the
property, excluding storage, was leased.

         The Company has  entered  into an  agreement  to acquire  three  office
buildings  containing an aggregate of  approximately  113,000 square feet in the
Oaklawn/Turtle  Creek  sub-market  of Dallas and which is  referred  to as Cedar
Maple Plaza. The aggregate  purchase price is approximately  $13 million.  As of
December 31, 1996, the property was 95% leased.  The closing of this transaction
is subject to the Company's due diligence and certain other closing  conditions,
and there can be no assurance that this transaction will be consummated. Closing
of this transaction is currently scheduled for late January 1997.

          The Company has also  entered  into an  agreement to acquire an office
building  containing   approximately  116,000  square  feet  in  the  LBJ/Quorum
sub-market  of Dallas and which is referred to as Quorum  North.  The  aggregate
purchase price is  approximately  $11 million.  As of January 1997, the property
was 90% leased.  The closing of this transaction is subject to the Company's due
diligence and certain other  closing  conditions,  and there can be no assurance
that this  transaction  will be  consummated.  Closing  of this  transaction  is
currently scheduled for early February 1997.

         Northern California.  As reported in a Current Report on Form 8-K filed
with the Commission on January 23, 1997, in November 1996, the Company  acquired
Rio Robles Technology Center, located in the Silicon Valley for a purchase price
of  approximately  $46  million.  The seven  buildings  contain an  aggregate of
approximately  368,000  square feet.  As of December 31, 1996,  the property was
100% leased.

         Southern California. In December 1996, the Company acquired South Coast
Executive Center, located in the Greater Orange County Airport submarket,  for a
purchase  price  of  approximately  $21  million.  The  consideration  for  this
transaction   was  paid  through  a  combination  of  cash,  the  assumption  of
indebtedness,  the  issuance  of limited  partnership  interests  and options to
acquire shares of the Company's Common Stock. The two buildings comprising South
Coast  Executive  Center  contain an aggregate of  approximately  162,000 square
feet. As of December 31, 1996, the property was 95% leased.

         In  December  1996,  the Company  acquired  Del Mar  Corporate  Center,
located in the Del Mar Heights  submarket of San Diego,  for a purchase price of
approximately $16
million.  The two  buildings  comprising  Del Mar  Corporate  Center  contain an
aggregate of  approximately  123,000  square feet. As of December 31, 1996,  the
property was 100% leased to two tenants.

         The Company has entered into an agreement to acquire an office building
containing  approximately  62,000  square feet in the West San  Fernando  Valley
sub-market  in the Los  Angeles  metropolitan  area and which is  referred to as
Warner Premier.  The aggregate purchase price is approximately $9.3 million.  As
of  December  31,  1996,  the  property  was 100%  leased.  The  closing of this
transaction  is subject to the Company's due diligence and certain other closing
conditions,  and  there  can be no  assurance  that  this  transaction  will  be
consummated. Closing of this transaction is currently scheduled for late January
1997.

b.       Development  and Land Held for Development

         As of December 31, 1996,  the Company owned land and options to acquire
land in four of its target markets: suburban Seattle;  southeast Denver; Austin,
Texas; and suburban Chicago. In the aggregate, this land (including land subject
to purchase  options) will support  development of up to 3.2 million square feet
of office  space.  In addition,  as of December 31, 1996,  the Company had three
properties under construction:  128,000 square feet in suburban Atlanta;  and an
aggregate of 321,000 square feet in southeast Denver  (including  217,000 square
feet of build-to-suit development). The Company has also entered into agreements
to acquire land for three additional development projects: a 300,000 square foot
build-to-suit project in North San Jose; land which will support the development
of up to 335,000  square  feet in  suburban  Seattle;  and a 58,000  square foot
build-to-suit  project  in  suburban  Washington,  D.C.  The  closing  of  these
transactions is subject to the Company's due diligence and certain other closing
conditions,  and there  can be no  assurance  that  these  transactions  will be
consummated.
c.       Markets

         The Company now owns operating properties in the following markets:

                                            Number                  Approximate
Market                               of Properties(1)(2)            Square Feet
------                                  -------------               -----------
Northern California                             37                   2,590,000
Downtown Washington, D.C.                       11                   2,588,000
Suburban Washington, D.C.                        8                   1,495,000
Suburban Atlanta                                38                   1,275,000
Southern California                             26                   1,100,000
Southeast Denver                                11                   1,025,000
Austin, Texas                                   11                     989,000
Suburban Chicago                                 4                     901,000
Suburban Seattle                                10                     400,000
Phoenix, Arizona                                 3                     379,000
Suburban Dallas                                  2                     245,000
Suburban Florida                                 1                     162,000
                                       ------------------           ----------
                           TOTALS                162                13,149,000

(1) Excludes three properties currently under construction:  128,000 square feet
in suburban  Atlanta;  and an  aggregate  of 321,000  square  feet in  Southeast
Denver.  

(2) Excludes  five   properties   in  downtown   Washington,   D.C.   containing
approximately  1,300,000  square feet of office  space in which the Company owns
less  than a 50%  interest  and  which  are not  consolidated  in the  Company's
financial   statements.   Includes  two  properties  in  the  Washington,   D.C.
metropolitan  area containing an aggregate of approximately  407,000 square feet
of  office  space in which the  Company  owns a 50%  interest  but which are not
consolidated in the Company's financial statements.

d.       Historical Financial Statements

         Attached  hereto as Exhibit 99.1 are historical  summaries of operating
revenue and expenses for the nine months ended  September  30, 1996  (unaudited)
and  for  the  year  ended  December  31,  1995,  with  accompanying  notes  and
Independent Auditors' Report for The Crossings.  In accordance with Rule 3-14 of
Regulation  S-X,  financial  statements  with respect to The Crossings are being
filed because the Company has deemed the acquisition to be probable and the book
value of The Crossings, relative to the Company's acquisitions, in the aggregate
is significant.

e.       Financing Activity

         The  Company  intends to enter  into a secured  credit  agreement  with
Morgan  Guaranty  Trust of New York (the  "Bank")  pursuant to which the Company
would be  permitted  to borrow up to a maximum  of $150  million  (the  "Secured
Facility").  The Secured Facility would bear interest on the amount  outstanding
at an annual interest rate of either the prime lending rate plus 50 basis points
or 162.5 basis points over LIBOR.  The Secured  Facility has a term of 6 months,
with an option for two 6 month extensions.  The Company intends,  initially,  to
grant the Bank a first  priority  security  interest  in Rio  Robles  Technology
Center  located in
the Silicon Valley and in Unisys Center located in Lombard,  Illinois,  a suburb
of Chicago and, accordingly, expects to be able to borrow up to $63 million. The
Company intends,  from time to time, to grant additional first priority security
interests  in other of its  suburban  office  properties  to increase the amount
available to it under the Secured Facility.  The closing of the Secured Facility
is subject to certain closing conditions,  and there can be no assurance that it
will be consummated.  Closing of the Secured Facility is currently scheduled for
late January 1997.

         In  July  1996,  the  Company  consummated  a  public  offering  and  a
concurrent  private  placement to a wholly-owned  subsidiary of Security Capital
U.S. Realty (together with Security Capital U.S. Realty,  "US Realty") of common
stock that raised net proceeds of approximately  $216 million.  In October 1996,
the  Company  consummated  an  offering  of  Series  A  Cumulative   Convertible
Redeemable  Preferred  Stock  that  raised net  proceeds  of  approximately  $43
million.  In  November  and  December  1996,  the Company  consummated  a public
offering  and  concurrent  offering to US Realty of common stock that raised net
proceeds  of  approximately  $206  million.  The net  proceeds  of all of  these
offerings were used to pay down indebtedness under the Company's  unsecured line
of credit and to acquire properties.

f.       Pro Forma Financial Information

         Attached hereto as Exhibit 99.2 are a pro forma condensed  consolidated
balance  sheet  (unaudited)  at  September  30,  1996  and pro  forma  condensed
consolidated  statements  of  operations  (unaudited)  for the nine months ended
September 30, 1996 and for the year ended December 31, 1995.

ITEM 6.  RESIGNATIONS OF REGISTRANT'S DIRECTORS.

         Not applicable.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

         (a)      Financial Statements.

         None.

         (b)      Pro Forma Financial Information .

         None.
(c)      Exhibits.

                  99.1  Historical  summaries of Operating  Revenue and Expenses
                  for The Crossings for the nine months ended September 30, 1996
                  (unaudited)  and for the year ended  December 31,  1995,  with
                  accompanying notes and Independent Auditors' Report.

                  99.2  Pro   forma   condensed   consolidated   balance   sheet
                  (unaudited)  at  September  30,  1996 and pro forma  condensed
                  consolidated statements of operations (unaudited) for the nine
                  months  ended  September  30,  1996  and  for the  year  ended
                  December 31, 1995.

ITEM 8.           Change in Fiscal Year.

                  Not applicable.
SIGNATURES

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

Date:  January 27, 1997

                                            CARRAMERICA REALTY CORPORATION

                                            By:      /s/ Brian K. Fields
                                                -------------------------------
                                                     Brian K. Fields
                                                     Chief Financial Officer
EXHIBIT INDEX

Exhibit
Number

99.1      Historical  summaries  of  Operating  Revenue  and  Expenses  for  The
          Crossings for the nine months ended September 30, 1996 (unaudited) and
          for the year ended  December 31,  1995,  with  accompanying  notes and
          Independent Auditors' Report.

99.2      Pro  forma  condensed   consolidated   balance  sheet  (unaudited)  at
          September 30, 1996 and pro forma condensed consolidated  statements of
          operations  (unaudited)  for the nine months ended  September 30, 1996
          and for the year ended December 31, 1995.