<PAGE>


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549



                                    FORM 8-K


                                 CURRENT REPORT

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



         Date of Report (date of earliest event reported): July 11, 1996



                         CARRAMERICA 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 Number)                Identification
                                                                      Number)


1700 Pennsylvania Avenue, N.W., Washington, D.C.                       20006
- ------------------------------------------------                       -----
(Address of Principal Executive Offices)                            (Zip Code)


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






<PAGE>



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.

               Attached  hereto as  Exhibit  99.1 are  Historical  Summaries  of
               Operating  Revenue and Expenses for the Consolidated  Littlefield
               Real Estate Partnerships for the year ended December 31, 1995 and
               the three months ended March 31, 1996,  with  accompanying  notes
               and  Independent   Auditor's  Report,   reflecting  the  proposed
               acquisition of 10 properties,  land and an option to acquire land
               located in Austin, Texas.

Item 6.        Resignations of Registrant's Directors.

               Not applicable.


Item 7.        Financial Statements and Exhibits.

               (a)  Financial Statements.

               Attached  hereto as  Exhibit  99.1 are  Historical  Summaries  of
               Operating  Revenue and Expenses for the Consolidated  Littlefield
               Real Estate  Partnerships  for the year ended  December 31, 1995,
               and the three  months  ended March 31,  1996,  with  accompanying
               notes and Independent  Auditors' Report,  reflecting the proposed
               acquisition of 10 properties,  land and an option to acquire land
               located in Austin, Texas.

               (b)  Pro forma financial information.

                    None.

                                       -2-

<PAGE>


               (c)  Exhibits.


               Exhibit 
               Number
               ------

                99.1    Historical  Summaries of Operating  Revenue and Expenses
                        for   the    Consolidated    Littlefield   Real   Estate
                        Partnerships  for the year ended  December  31, 1995 and
                        the three months ended March 31, 1996, with accompanying
                        notes and Independent Auditors' Report.
                    
Item 8.        Change in Fiscal Year.

               Not applicble.




                                   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: July 11, 1996






                                        CARRAMERICA REALTY CORPORATION



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



                                      -3-
<PAGE>

                                 EXHIBIT INDEX



Exhibit 
Number
- ------

99.1              Historical Summaries of Operating Revenue and Expenses for the
                  Consolidated Littlefield Real Estate Partnerships for the year
                  ended  December  31, 1995 and the three months ended March 31,
                  1996,  with  accompanying  notes  and  Independent   Auditors'
                  Report.




<PAGE>


                          INDEPENDENT AUDITORS' REPORT

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

The Board of Directors
CarrAmerica Realty Corporation:

We have audited the accompanying  historical  summary of consolidated  operating
revenue and expenses, as defined in note 1, of the consolidated Littlefield Real
Estate  Partnerships  ("Partnership") for the year ended December 31, 1995. This
historical  summary is the responsibility of the Partnership's  management.  Our
responsibility  is to express an opinion on the historical  summary based on our
audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards  require that we plan and perform the audit to obtain reasonable
assurance about whether the historical summary is free of material misstatement.
An audit includes  examining,  on a test basis,  evidence supporting the amounts
and disclosures in the historical  summary. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall  presentation  of the historical  summary.  We believe
that our audit provides a reasonable basis for our opinion.

The  accompanying  historical  summary was prepared for the purpose of complying
with the rules and regulations of the Securities and Exchange  Commission and is
not  intended to be a complete  presentation  of the revenue and expenses of the
consolidated Littlefield Real Estate Partnerships.

In our opinion, the historical summary referred to above presents fairly, in all
material respects, the operating revenue and expenses described in note 1 of the
Consolidated  Littlefield  Real Estate  Partnerships for the year ended December
31, 1995, in conformity with generally accepted accounting principles.



                                                           KPMG Peat Marwick LLP


Austin, Texas
July 3, 1996
                                        1
<PAGE>

              THE CONSOLIDATED LITTLEFIELD REAL ESTATE PARTNERSHIPS

       Historical Summaries of Consolidated Operating Revenue and Expenses

            For the three months ended March 31, 1996 (Unaudited) and
                        the year ended December 31, 1995

                       

<TABLE>
<CAPTION>

- ----------------------------------------------------------------------------------------------------------------------------
                                                                                              1996               1995
- ----------------------------------------------------------------------------------------------------------------------------
                                                                                          (Unaudited)
<S>                                                                                   <C>                         <C>      
Operating revenue:
    Building rental                                                                   $        2,653,296          9,835,401
    Recovery of operating expenses                                                               338,534          1,208,428
    Other                                                                                         17,574             54,608
                                                                                        -----------------   ----------------

          Total operating revenue                                                              3,009,404         11,098,437
                                                                                        -----------------   ----------------

Operating expenses:
    Cleaning                                                                                     116,367            510,827
    Utilities                                                                                    415,573          1,683,301
    Repairs and maintenance                                                                      223,757            949,486
    General operating                                                                            183,533            434,348
    Administrative                                                                                12,319            435,827
    Salaries                                                                                     166,536            695,243
    Management Fees                                                                              159,528            540,585
    Real estate taxes                                                                            332,522          1,231,872
    Insurance                                                                                     30,518            106,908
                                                                                        ------------------------------------

          Total operating expenses                                                             1,640,653          6,588,397
                                                                                        ------------------------------------

          Operating revenue in excess of operating expenses                           $        1,368,751          4,510,040
                                                                                        =================   ================

</TABLE>




See accompanying notes to historical  summary of consolidated  operating revenue
and expenses.

                                        2



<PAGE>



              THE CONSOLIDATED LITTLEFIELD REAL ESTATE PARTNERSHIPS

  Notes to Historical Summaries of Consolidated Operating Revenue and Expenses

            For the Three Months Ended March 31, 1996 (Unaudited) and
                        the Year Ended December 31, 1995


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


(1)      Summary of Significant Accounting Policies
         ------------------------------------------

         (a)    Description of the Properties

                The consolidated Littlefield Real Estate Partnerships consist of
                ten  office  properties  located  in  Austin,  Texas  containing
                approximately  894,000  rentable square feet. At March 31, 1996,
                the properties'  occupancy  ranged from 48 to 100 percent of the
                properties' available building space under lease with an average
                of 77 percent under lease.

         (b)    Basis of Presentation

                The accompanying  historical summaries of consolidated operating
                revenue  and  expenses  are  not  representative  of the  actual
                operations  for the periods  presented  as certain  revenues and
                expenses,  which may not be comparable  to those  expected to be
                incurred  by  CarrAmerica  Realty  Corporation  in the  proposed
                future operations of the building, have been excluded.  Interest
                income  has  been   excluded   from   revenue,   and   interest,
                depreciation  and  amortization,  and other  costs not  directly
                related to the future operations of the Consolidated Littlefield
                Real  Estate  Partnerships  have been  excluded  from  expenses.
                Management is not aware of any material  factors relating to the
                Consolidated  Littlefield  Real Estate  Partnerships  that would
                cause the historical summaries of consolidated operating revenue
                and expenses to not be indicative of future operating results of
                the buildings.

         (c)    Revenue Recognition

                Revenue from rental operations is recognized  straight-line over
                the terms of the respective leases.


                                       3

<PAGE>

             THE CONSOLIDATED LITTLEFIELD REAL ESTATE PARTNERSHIPS

 Historical Summaries of Consolidated Operating Revenue and Expenses, Continued




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

(1)      Summary of Significant Accounting Policies
         ------------------------------------------

         (d)    Interim Unaudited Financial Information

                The  accompanying   unaudited  financial  information  has  been
                prepared pursuant to the rules and regulations of the Securities
                and  Exchange  Commission.   Certain  information  and  footnote
                disclosures  normally included in financial  statements prepared
                in accordance with generally accepted accounting principles have
                been   condensed   or  omitted   pursuant   to  such  rules  and
                regulations,  although  management believes that the disclosures
                are adequate to make the  information  presented not misleading.
                In the opinion of management, all adjustments consisting only of
                normal  recurring  accruals,  necessary  to  present  fairly the
                historical  summaries  of  consolidated  operating  revenue  and
                expenses for the three  months  ended March 31, 1996,  have been
                included.  The results of operations  for the three month period
                ended  March  31,  1996 are not  necessarily  indicative  of the
                results for the full year.

(2)      Proforma Taxable Consolidated Operating Results and Cash Available from
         -----------------------------------------------------------------------
         Operations (Unaudited)
         ----------------------

         The unaudited proforma table reflects the taxable operating results and
         cash available from  operations of the  consolidated  Littlefield  Real
         Estate  Partnerships  for the twelve  months ended March 31,  1996,  as
         adjusted  for  certain  items  which can be  factually  supported.  For
         purposes of presenting  proforma net taxable operating income,  revenue
         is recognized  when it is either  collectible  under the lease terms or
         collected.  Tax  depreciation  for  the  building  is  computed  on the
         modified accelerated cost recovery system method over a 39-year life.



                                       4
<PAGE>


             THE CONSOLIDATED LITTLEFIELD REAL ESTATE PARTNERSHIPS

 Historical Summaries of Consolidated Operating Revenue and Expenses, Continued




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


(2)      Proforma Taxable Consolidated Operating Results and Cash Available from
         -----------------------------------------------------------------------
         Operations (Unaudited), Continued
         ---------------------------------

         This statement does not purport to forecast  actual  operating  results
         for any period in the future (in thousands).



           Proforma net operating income (exclusive of
              depreciation and amortization expense)                  $    4,691

           Less - estimated depreciation and amortization expense          2,169
                                                                         -------

                Proforma taxable operating income                     $    2,522
                                                                           =====

                Proforma cash available from operations               $    4,691
                                                                           =====



                                       5


<PAGE>
[{"type": "8-K", "sequence": "1", "description": "FORM 8-K", "secsgml_size_bytes": 16572}]
{"company-data": {"conformed-name": "CARRAMERICA REALTY CORP", "cik": "0000893577", "assigned-sic": "6500", "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": "96593513"}, "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 Exchange Act of 1934

         Date of Report (date of earliest event reported): July 11, 1996

                         CARRAMERICA 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 Number)                Identification
                                                                      Number)

1700 Pennsylvania Avenue, N.W., Washington, D.C.                       20006
- ------------------------------------------------                       -----
(Address of Principal Executive Offices)                            (Zip Code)

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

               Attached  hereto as  Exhibit  99.1 are  Historical  Summaries  of
               Operating  Revenue and Expenses for the Consolidated  Littlefield
               Real Estate Partnerships for the year ended December 31, 1995 and
               the three months ended March 31, 1996,  with  accompanying  notes
               and  Independent   Auditor's  Report,   reflecting  the  proposed
               acquisition of 10 properties,  land and an option to acquire land
               located in Austin, Texas.

Item 6.        Resignations of Registrant's Directors.

               Not applicable.

Item 7.        Financial Statements and Exhibits.

               (a)  Financial Statements.

               Attached  hereto as  Exhibit  99.1 are  Historical  Summaries  of
               Operating  Revenue and Expenses for the Consolidated  Littlefield
               Real Estate  Partnerships  for the year ended  December 31, 1995,
               and the three  months  ended March 31,  1996,  with  accompanying
               notes and Independent  Auditors' Report,  reflecting the proposed
               acquisition of 10 properties,  land and an option to acquire land
               located in Austin, Texas.

               (b)  Pro forma financial information.

                    None.

                                       -2-
(c)  Exhibits.

               Exhibit 
               Number
               ------

                99.1    Historical  Summaries of Operating  Revenue and Expenses
                        for   the    Consolidated    Littlefield   Real   Estate
                        Partnerships  for the year ended  December  31, 1995 and
                        the three months ended March 31, 1996, with accompanying
                        notes and Independent Auditors' Report.
                    
Item 8.        Change in Fiscal Year.

               Not applicble.

                                   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: July 11, 1996

                                        CARRAMERICA REALTY CORPORATION

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

                                      -3-
EXHIBIT INDEX

Exhibit 
Number
- ------

99.1              Historical Summaries of Operating Revenue and Expenses for the
                  Consolidated Littlefield Real Estate Partnerships for the year
                  ended  December  31, 1995 and the three months ended March 31,
                  1996,  with  accompanying  notes  and  Independent   Auditors'
                  Report.
INDEPENDENT AUDITORS' REPORT

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

The Board of Directors
CarrAmerica Realty Corporation:

We have audited the accompanying  historical  summary of consolidated  operating
revenue and expenses, as defined in note 1, of the consolidated Littlefield Real
Estate  Partnerships  ("Partnership") for the year ended December 31, 1995. This
historical  summary is the responsibility of the Partnership's  management.  Our
responsibility  is to express an opinion on the historical  summary based on our
audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards  require that we plan and perform the audit to obtain reasonable
assurance about whether the historical summary is free of material misstatement.
An audit includes  examining,  on a test basis,  evidence supporting the amounts
and disclosures in the historical  summary. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall  presentation  of the historical  summary.  We believe
that our audit provides a reasonable basis for our opinion.

The  accompanying  historical  summary was prepared for the purpose of complying
with the rules and regulations of the Securities and Exchange  Commission and is
not  intended to be a complete  presentation  of the revenue and expenses of the
consolidated Littlefield Real Estate Partnerships.

In our opinion, the historical summary referred to above presents fairly, in all
material respects, the operating revenue and expenses described in note 1 of the
Consolidated  Littlefield  Real Estate  Partnerships for the year ended December
31, 1995, in conformity with generally accepted accounting principles.

                                                           KPMG Peat Marwick LLP

Austin, Texas
July 3, 1996
                                        1
THE CONSOLIDATED LITTLEFIELD REAL ESTATE PARTNERSHIPS

       Historical Summaries of Consolidated Operating Revenue and Expenses

            For the three months ended March 31, 1996 (Unaudited) and
                        the year ended December 31, 1995
- ----------------------------------------------------------------------------------------------------------------------------
                                                                                              1996               1995
- ----------------------------------------------------------------------------------------------------------------------------
                                                                                          (Unaudited)
Operating revenue:
    Building rental                                                                   $        2,653,296          9,835,401
    Recovery of operating expenses                                                               338,534          1,208,428
    Other                                                                                         17,574             54,608
                                                                                        -----------------   ----------------

          Total operating revenue                                                              3,009,404         11,098,437
                                                                                        -----------------   ----------------

Operating expenses:
    Cleaning                                                                                     116,367            510,827
    Utilities                                                                                    415,573          1,683,301
    Repairs and maintenance                                                                      223,757            949,486
    General operating                                                                            183,533            434,348
    Administrative                                                                                12,319            435,827
    Salaries                                                                                     166,536            695,243
    Management Fees                                                                              159,528            540,585
    Real estate taxes                                                                            332,522          1,231,872
    Insurance                                                                                     30,518            106,908
                                                                                        ------------------------------------

          Total operating expenses                                                             1,640,653          6,588,397
                                                                                        ------------------------------------

          Operating revenue in excess of operating expenses                           $        1,368,751          4,510,040
                                                                                        =================   ================
See accompanying notes to historical  summary of consolidated  operating revenue
and expenses.

                                        2
THE CONSOLIDATED LITTLEFIELD REAL ESTATE PARTNERSHIPS

  Notes to Historical Summaries of Consolidated Operating Revenue and Expenses

            For the Three Months Ended March 31, 1996 (Unaudited) and
                        the Year Ended December 31, 1995

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

(1)      Summary of Significant Accounting Policies
         ------------------------------------------

         (a)    Description of the Properties

                The consolidated Littlefield Real Estate Partnerships consist of
                ten  office  properties  located  in  Austin,  Texas  containing
                approximately  894,000  rentable square feet. At March 31, 1996,
                the properties'  occupancy  ranged from 48 to 100 percent of the
                properties' available building space under lease with an average
                of 77 percent under lease.

         (b)    Basis of Presentation

                The accompanying  historical summaries of consolidated operating
                revenue  and  expenses  are  not  representative  of the  actual
                operations  for the periods  presented  as certain  revenues and
                expenses,  which may not be comparable  to those  expected to be
                incurred  by  CarrAmerica  Realty  Corporation  in the  proposed
                future operations of the building, have been excluded.  Interest
                income  has  been   excluded   from   revenue,   and   interest,
                depreciation  and  amortization,  and other  costs not  directly
                related to the future operations of the Consolidated Littlefield
                Real  Estate  Partnerships  have been  excluded  from  expenses.
                Management is not aware of any material  factors relating to the
                Consolidated  Littlefield  Real Estate  Partnerships  that would
                cause the historical summaries of consolidated operating revenue
                and expenses to not be indicative of future operating results of
                the buildings.

         (c)    Revenue Recognition

                Revenue from rental operations is recognized  straight-line over
                the terms of the respective leases.

                                       3
THE CONSOLIDATED LITTLEFIELD REAL ESTATE PARTNERSHIPS

 Historical Summaries of Consolidated Operating Revenue and Expenses, Continued

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

(1)      Summary of Significant Accounting Policies
         ------------------------------------------

         (d)    Interim Unaudited Financial Information

                The  accompanying   unaudited  financial  information  has  been
                prepared pursuant to the rules and regulations of the Securities
                and  Exchange  Commission.   Certain  information  and  footnote
                disclosures  normally included in financial  statements prepared
                in accordance with generally accepted accounting principles have
                been   condensed   or  omitted   pursuant   to  such  rules  and
                regulations,  although  management believes that the disclosures
                are adequate to make the  information  presented not misleading.
                In the opinion of management, all adjustments consisting only of
                normal  recurring  accruals,  necessary  to  present  fairly the
                historical  summaries  of  consolidated  operating  revenue  and
                expenses for the three  months  ended March 31, 1996,  have been
                included.  The results of operations  for the three month period
                ended  March  31,  1996 are not  necessarily  indicative  of the
                results for the full year.

(2)      Proforma Taxable Consolidated Operating Results and Cash Available from
         -----------------------------------------------------------------------
         Operations (Unaudited)
         ----------------------

         The unaudited proforma table reflects the taxable operating results and
         cash available from  operations of the  consolidated  Littlefield  Real
         Estate  Partnerships  for the twelve  months ended March 31,  1996,  as
         adjusted  for  certain  items  which can be  factually  supported.  For
         purposes of presenting  proforma net taxable operating income,  revenue
         is recognized  when it is either  collectible  under the lease terms or
         collected.  Tax  depreciation  for  the  building  is  computed  on the
         modified accelerated cost recovery system method over a 39-year life.

                                       4
THE CONSOLIDATED LITTLEFIELD REAL ESTATE PARTNERSHIPS

 Historical Summaries of Consolidated Operating Revenue and Expenses, Continued

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

(2)      Proforma Taxable Consolidated Operating Results and Cash Available from
         -----------------------------------------------------------------------
         Operations (Unaudited), Continued
         ---------------------------------

         This statement does not purport to forecast  actual  operating  results
         for any period in the future (in thousands).

           Proforma net operating income (exclusive of
              depreciation and amortization expense)                  $    4,691

           Less - estimated depreciation and amortization expense          2,169
                                                                         -------

                Proforma taxable operating income                     $    2,522
                                                                           =====

                Proforma cash available from operations               $    4,691
                                                                           =====

                                       5