<PAGE>
                       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): June 14, 1996



                         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.
                    (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.

                  On  June  14,  1996,   CarrAmerica   Realty  Corporation  (the
"Company")  acquired Parkway North Center,  an office park located in Deerfield,
Illinois,  for an aggregate  purchase price of  approximately  $80 million.  The
property was acquired from One Parkway L.L.C., Three Parkway L.L.C, Parkway Land
L.L.C and Parkway  Center L.L.C.  The property was built from 1986 to 1989.  The
property  currently  includes  two  office  buildings  containing  approximately
514,000 square feet of rentable space, and a special use building which contains
approximately  15,000  square feet of common  area space which is not  currently
held out for rent. The Company also acquired  additional land which will support
the  development of at least 900,000 square feet of office space. As part of the
purchase  price,  the  Company  assumed  approximately  $29  million of mortgage
indebtedness  that  bears  interest  at an annual  rate of 7.96% and  matures in
December  2003.  The cash portion of the  purchase  price of  approximately  $51
million was financed  through a draw on the Company's  unsecured  line of credit
with  Morgan  Guaranty  Trust  Company  of New  York  (the  "Line  of  Credit").
Borrowings  under the Line of Credit  currently bear interest at a floating rate
of 175 basis points over LIBOR.

Item 3.  Bankruptcy or Receivership.

                  Not applicable.

Item 4.  Changes in Registrant's Certifying Accountant.

                  Not applicable.

Item 5.  Other Events.

                  Parkway North  Center.  As described in Item 2 of this Current
Report on Form 8-K, on June 14, 1996, the Company acquired Parkway North Center.
Because the aggregate book value of the three buildings and additional land that
constitute  Parkway  North  Center are in excess of 10% of the  Company's  total
assets as of June 14,  1996,  additional  information  regarding  Parkway  North
Center is provided below.

                                       2
<PAGE>
                  As of March 31,  1996,  93.7% of the  rentable  square feet of
Parkway North Center was leased.  The Company has no immediate plans to renovate
Parkway  North  Center  and  believes  the  property  is  adequately  covered by
insurance. The average annualized rent per square foot (excluding storage space)
was $15.40 per annum at March 31, 1996.  Since the Company only acquired Parkway
North Center on June 14, 1996,  the percent leased is not available for the past
five years and average annualized rent per square foot (excluding storage space)
for Parkway North Center for the prior five years is not available.

           Three  tenants at Parkway  North  Center  each occupy over 10% of the
rentable square footage. As of March 31, 1996, Fujisawa USA, Inc.  ("Fujisawa"),
a pharmaceutical  company,  occupied approximately 135,000 square feet or 26% of
the  rentable  square  footage  under a lease  which  expires  on May 31,  2000.
Fujisawa's rent per square foot per annum was $22.22 at March 31, 1996. Fujisawa
has one option to renew its lease for five years at 100% of the then  prevailing
market  rental rate.  Fujisawa also has a first right to negotiate for available
space in the building  subordinate to the renewal and expansion  rights of other
tenants in the building. As of March 31, 1996, Alliant Foodservice  ("Alliant"),
a food products distributor,  occupied  approximately 107,000 square feet or 21%
of the rentable  square  footage  under a lease which expires on April 30, 1998.
Alliant's  rent per square foot per annum was $12.50 at March 31, 1996.  Alliant
has one option to extend the term of its lease for a  five-year  term at 100% of
the then  prevailing  market  rental  rate not to exceed  $24 per  square  foot.
Alliant  has an  option to  expand  into  certain  other  space in the  building
subordinate to the renewal and expansion rights of other tenants in the building
at the then  prevailing  market  rental  rate.  As of March  31,  1996,  Clintec
Nutrition  Company  ("Clintec"),  a manufacturer of dietary  products,  occupied
approximately  80,000  square feet or 16% of the rentable  square  footage under
four  leases,  one of  which  expires  on  January  31,  1997  with  respect  to
approximately  40,000 square feet, and three of which expire on November 8, 2000
with respect to an aggregate of approximately 40,000 square feet. Clintec's rent
per square foot per annum was $22.17 at March 31, 1996. Clintec has an option to
extend the term of its two primary  leases each for a five-year  term at 100% of
the then  prevailing  market rental rate.  Clintec has certain  rights to expand
into contiguous space, subject to the right of the existing tenants. Clintec has
the right to  terminate  its lease  with  respect  to 28,531  square  feet after
January 31, 1997 with 12 months  notice and the payment of $21 per square  foot,
the right to terminate its lease with respect to 5,226 square feet after January
31, 1997 with 12 months  notice and the payment of $19.60 per square  foot,  and
the right to terminate its lease with respect to 6,379 square feet after January
31, 1997 with 12 months notice and the payment of $25 per square foot.

                                       3
<PAGE>
                  The following  table sets out a schedule of lease  expirations
for Parkway North Center for leases in effect as of March 31, 1996,  assuming no
tenants exercise any of their renewal rights or termination options, for each of
the ten years beginning with 1996 and thereafter:
<TABLE>
<CAPTION>

                      Number                                  Annual Base           Percentage
                      of Tenants          Net Rentable        Rent Under            Total Leased
Year                  With                Area Subject to     Expiring              Square Footage
of Lease              Expiring            Expiring Leases     Leases (1)            Represented By
Expiration            Leases              (square feet)       (in thousands)        Expiring Leases (2)
- ----------            ------              -------------       --------------        -------------------

<C>                     <C>                    <C>                  <C>                    <C>
1996                    1                      1,687                17                     .3

1997                    1                     39,960               886                    8.3

1998                    3                    122,915             1,542                   25.5

1999                    1                      5,279                79                    1.1

2000                    6                    184,363             3,633                   38.3

2001                    3                     87,501             1,107                   18.2

2002                    1                     15,436               139                    3.2

2003                    1                     12,921                 0                    2.7

2004                    1                     11,500                81                    2.4

2005 and thereafter     0                          0                 0                     0
- -----------------------------
<FN>
(1)Excludes operating expense recoveries.
(2)Excludes 32,467 square feet of vacant and uncommitted space and 15,495 square
   feet of common area space not held out for rent, as of March 31, 1996.
</FN>
</TABLE>

                  The  aggregate  tax basis of  depreciable  real  property  for
Parkway  North  Center  is  approximately  $52.0  million  as of June 14,  1996.
Depreciation  and  amortization  are computed on the Modified  Accelerated  Cost
Recovery System (MACRS) method over 39 years. No personal property was purchased
in  association  with Parkway North Center for Federal income tax purposes.

                                       4

<PAGE>
                  The current  realty tax rate for Parkway North Center is $7.08
per $100 of assessed  value.  The total annual tax at this rate for 1996 is $1.3
million at an assessed value of $18.8 million.

                  AT&T  Center.  On March 29,  1996,  the Company  acquired  six
office buildings in Pleasanton,  California in San Francisco's East Bay Area, as
reported on a Current  Report on Form 8-K dated March 29, 1996, and amended by a
Form 8-K/A dated May 14, 1996.  The six buildings  also include as part of their
campus two special  purpose  buildings.  The campus,  known as AT&T Center,  was
built in 1988 and contains approximately 1,082,000 square feet of space. Because
the aggregate book value of the six office  buildings and additional  facilities
that  constitute  AT&T Center are in excess of 10% of the Company's total assets
as of June 14, 1996,  additional  information  regarding AT&T Center is provided
below.  The Company has no immediate  plans to renovate AT&T Center and believes
the property is adequately covered by insurance.

                  As of May 31,  1996,  AT&T  Center  was  100%  leased  to AT&T
Resource  Management  Corporation.  AT&T presently subleases 39% of the space to
other users.  The property has been 100% leased to AT&T since the  completion of
each of the buildings in 1988 and 1989. The average  annualized  rent per square
foot was $14.95 per annum at May 31, 1996.  Since the Company only acquired AT&T
Center on March 29, 1996, the average  annualized  rent per square foot for AT&T
Center for the prior five years is not available.

                  AT&T leases  1,082,000  square feet under a lease that expires
in increments  on a  building-by-building  basis  beginning in February 1998 and
ending in April 1999. AT&T's rent per square foot per annum was $14.95 as of May
31, 1996. The lease is a triple net lease with AT&T  responsible  for payment of
all operating expenses except owners' assessment fees, for which AT&T reimburses
the Company. AT&T has one option to extend the term of its lease for 10 years at
90% of the then prevailing market rental rate and two ten-year options to extend
its lease with respect to portions of the basement and parking  facility at 100%
of the  then  prevailing  market  rental  rate.  AT&T's  renewal  rights  can be
exercised on a building-by-building basis.

                                       5
<PAGE>

                  The following  table sets out a schedule of lease  expirations
for AT&T Center for leases in effect as of March 31,  1996,  for each of the ten
years beginning with 1996 and thereafter:
<TABLE>
<CAPTION>

                  Number                                      Annual Base             Percentage
                  of Tenants        Net Rentable              Rent Under              Total Leased
Year              With              Area Subject to           Expiring                Square Footage
of Lease          Expiring          Expiring Leases           Leases (1)              Represented By
Expiration        Leases            (square feet)             (in thousands)          Expiring Leases
- ----------        ------            -------------             --------------          ---------------

<C>               <C>               <C>                       <C>                       <C>
1996              __                ___                       ___                       __

1997              __                ___                       ____                      __

1998              1                 827,209                   $12,236                   76.4%

1999              1                 254,823                   $ 3,945                   23.6%

2000              __                ___                       ____                      __

2001              __                ___                       ____                      __

2002              __                ___                       ____                      __

2003              __                ___                       ____                      __

2004              __                ___                       ____                      __

2005 and
thereafter        __                ___                       ____                      __

- -----------------------------
(1)      Excludes operating expense recoveries

         The aggregate tax basis of depreciable real property for AT&T Center is
$62.0 million as of June 14, 1996. Depreciation and amortization are computed on
the Modified  Accelerated  Cost Recovery System (MACRS) method over 39 years. No
depreciable personal property exists in association with AT&T Center for Federal
income tax purposes as of June 14, 1996.


                  The current  realty tax rate for AT&T Center is $1.23 per $100
of assessed value. The total annual tax at this rate for 1996 is $1.1 million at
an assessed  value of $88.0  million.  In  addition,  the  property  has special
assessments which approximate $1.4 million per year.

                                       6
<PAGE>
                  Financial  Statements.  Attached  hereto as  Exhibit  99.1 are
audited  historical  summaries of  operating  expenses and revenues for the year
ended  December 31, 1995 for the following  properties:  AT&T Center;  Harlequin
Plaza North,  Harlequin Plaza South, Quebec Court I and Quebec Court II; Parkway
North Center; Redmond East Business Campus; Reston Quadrangle; and Warner Center
Business  Park.  In  accordance  with Rule  3-14 of  Regulation  S-X,  financial
statements  with respect to the listed  properties  are being filed  because the
Company has either (a) already acquired the properties and the book value of the
properties, individually by project or in the aggregate, are significant, or (b)
deemed the  acquisition  to be  probable  and the book value of the  properties,
individually by project or in the aggregate, are significant.


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 the  following
financial statements:

                           (i)  Historical  Summary  of  Operating  Revenue  and
Expenses for AT&T Center for the year ended December 31, 1995, with accompanying
notes and Independent Auditors' Report.

                           (ii)  Combined  Historical   Summaries  of  Operating
Revenue and Expenses for Harlequin  Plaza North and South and Quebec Court I and
II for the three  months  ended  March 31, 1996  (unaudited)  and the year ended
December 31, 1995, with accompanying notes and Independent Auditors' Report.

                           (iii) Historical  Summaries of Operating  Revenue and
Expenses  for Parkway  North  Center for the three  months  ended March 31, 1996
(unaudited)  and the year ended December 31, 1995, with  accompanying  notes and
Independent Auditors' Report.

                           (iv)  Historical  Summaries of Operating  Revenue and
Expenses for Redmond East  Business  Campus for the three months ended March 31,
1996 (unaudited) and the year ended December 31, 1995, with  accompanying  notes
and Independent Auditors' Report.

                                       7
<PAGE>
                           (v)  Historical  Summaries of  Operating  Revenue and
Expenses  for  Reston  Quadrangle  for the three  months  ended  March 31,  1996
(unaudited)  and the year ended December 31, 1995, with  accompanying  notes and
Independent Auditors' Report.

                           (vi)  Historical  Summaries of Operating  Revenue and
Expenses for Warner  Center  Business  Park for the three months ended March 31,
1996 (unaudited) and the year ended December 31, 1995, with  accompanying  notes
and Independent Auditors' Report.


                  (b)      Pro forma financial information.

                           None.

                  (c)      Exhibits.

                  Exhibit
                  Number
                  ------

                  10.1 Real Estate  Acquisition  Agreement  by and between  Carr
Realty Corporation,  as Purchaser,  and One Parkway L.L.C., Three Parkway L.L.C,
Parkway Land L.L.C and Parkway Center L.L.C.,  as Sellers,  dated as of April 3,
1996 (without exhibits).

                  99.1     Financial Statements

                           (i)  Historical  Summary  of  Operating  Revenue  and
Expenses for AT&T Center for the year ended December 31, 1995, with accompanying
notes and Independent Auditors' Report.

                           (ii)  Combined  Historical   Summaries  of  Operating
Revenue and Expenses for Harlequin  Plaza North and South and Quebec Court I and
II for the three  months  ended  March 31, 1996  (unaudited)  and the year ended
December 31, 1995, with accompanying notes and Independent Auditors' Report.

                           (iii) Historical  Summaries of Operating  Revenue and
Expenses  for Parkway  North  Center for the three  months  ended March 31, 1996
(unaudited)  and the year ended December 31, 1995, with  accompanying  notes and
Independent Auditors' Report.

                           (iv)  Historical  Summaries of Operating  Revenue and
Expenses for Redmond East  Business  Campus for the three months ended March 31,
1996 (unaudited) and the year ended December 31, 1995, with  accompanying  notes
and Independent Auditors' Report.

                                       8
<PAGE>
                           (v)  Historical  Summaries of  Operating  Revenue and
Expenses  for  Reston  Quadrangle  for the three  months  ended  March 31,  1996
(unaudited)  and the year ended December 31, 1995, with  accompanying  notes and
Independent Auditors' Report.

                           (vi)  Historical  Summaries of Operating  Revenue and
Expenses for Warner  Center  Business  Park for the three months ended March 31,
1996 (unaudited) and the year ended December 31, 1995, with  accompanying  notes
and Independent Auditors' Report.

Item 8.  Change in Fiscal Year.

                  Not applicable.




                  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:    June 26, 1996


                                          CarrAmerica Realty Corporation



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

                                       9

<PAGE>
                                  EXHIBIT INDEX

Exhibit
Number

                  10.1 Real Estate  Acquisition  Agreement  by and between  Carr
Realty Corporation,  as Purchaser,  and One Parkway L.L.C., Three Parkway L.L.C,
Parkway Land L.L.C and Parkway Center L.L.C.,  as Sellers,  dated as of April 3,
1996 (without exhibits).

                  99.1     Financial Statements

                           (i)  Historical  Summary  of  Operating  Revenue  and
Expenses for AT&T Center for the year ended December 31, 1995, with accompanying
notes and Independent Auditors' Report.

                           (ii)  Combined  Historical   Summaries  of  Operating
Revenue and Expenses for Harlequin  Plaza North and South and Quebec Court I and
II for the three  months  ended  March 31, 1996  (unaudited)  and the year ended
December 31, 1995, with accompanying notes and Independent Auditors' Report.

                           (iii) Historical  Summaries of Operating  Revenue and
Expenses  for Parkway  North  Center for the three  months  ended March 31, 1996
(unaudited)  and the year ended December 31, 1995, with  accompanying  notes and
Independent Auditors' Report.

                           (iv)  Historical  Summaries of Operating  Revenue and
Expenses for Redmond East  Business  Campus for the three months ended March 31,
1996 (unaudited) and the year ended December 31, 1995, with  accompanying  notes
and Independent Auditors' Report.

                           (v)  Historical  Summaries of  Operating  Revenue and
Expenses  for  Reston  Quadrangle  for the three  months  ended  March 31,  1996
(unaudited)  and the year ended December 31, 1995, with  accompanying  notes and
Independent Auditors' Report.

                           (vi)  Historical  Summaries of Operating  Revenue and
Expenses for Warner  Center  Business  Park for the three months ended March 31,
1996 (unaudited) and the year ended December 31, 1995, with  accompanying  notes
and Independent Auditors' Report.


                                       10
<PAGE>
</TABLE>
[{"type": "8-K", "sequence": "1", "description": "FORM 8-K", "secsgml_size_bytes": 22009}]
{"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": "96586442"}, "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): June 14, 1996

                         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.
                    (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.

                  On  June  14,  1996,   CarrAmerica   Realty  Corporation  (the
"Company")  acquired Parkway North Center,  an office park located in Deerfield,
Illinois,  for an aggregate  purchase price of  approximately  $80 million.  The
property was acquired from One Parkway L.L.C., Three Parkway L.L.C, Parkway Land
L.L.C and Parkway  Center L.L.C.  The property was built from 1986 to 1989.  The
property  currently  includes  two  office  buildings  containing  approximately
514,000 square feet of rentable space, and a special use building which contains
approximately  15,000  square feet of common  area space which is not  currently
held out for rent. The Company also acquired  additional land which will support
the  development of at least 900,000 square feet of office space. As part of the
purchase  price,  the  Company  assumed  approximately  $29  million of mortgage
indebtedness  that  bears  interest  at an annual  rate of 7.96% and  matures in
December  2003.  The cash portion of the  purchase  price of  approximately  $51
million was financed  through a draw on the Company's  unsecured  line of credit
with  Morgan  Guaranty  Trust  Company  of New  York  (the  "Line  of  Credit").
Borrowings  under the Line of Credit  currently bear interest at a floating rate
of 175 basis points over LIBOR.

Item 3.  Bankruptcy or Receivership.

                  Not applicable.

Item 4.  Changes in Registrant's Certifying Accountant.

                  Not applicable.

Item 5.  Other Events.

                  Parkway North  Center.  As described in Item 2 of this Current
Report on Form 8-K, on June 14, 1996, the Company acquired Parkway North Center.
Because the aggregate book value of the three buildings and additional land that
constitute  Parkway  North  Center are in excess of 10% of the  Company's  total
assets as of June 14,  1996,  additional  information  regarding  Parkway  North
Center is provided below.

                                       2
As of March 31,  1996,  93.7% of the  rentable  square feet of
Parkway North Center was leased.  The Company has no immediate plans to renovate
Parkway  North  Center  and  believes  the  property  is  adequately  covered by
insurance. The average annualized rent per square foot (excluding storage space)
was $15.40 per annum at March 31, 1996.  Since the Company only acquired Parkway
North Center on June 14, 1996,  the percent leased is not available for the past
five years and average annualized rent per square foot (excluding storage space)
for Parkway North Center for the prior five years is not available.

           Three  tenants at Parkway  North  Center  each occupy over 10% of the
rentable square footage. As of March 31, 1996, Fujisawa USA, Inc.  ("Fujisawa"),
a pharmaceutical  company,  occupied approximately 135,000 square feet or 26% of
the  rentable  square  footage  under a lease  which  expires  on May 31,  2000.
Fujisawa's rent per square foot per annum was $22.22 at March 31, 1996. Fujisawa
has one option to renew its lease for five years at 100% of the then  prevailing
market  rental rate.  Fujisawa also has a first right to negotiate for available
space in the building  subordinate to the renewal and expansion  rights of other
tenants in the building. As of March 31, 1996, Alliant Foodservice  ("Alliant"),
a food products distributor,  occupied  approximately 107,000 square feet or 21%
of the rentable  square  footage  under a lease which expires on April 30, 1998.
Alliant's  rent per square foot per annum was $12.50 at March 31, 1996.  Alliant
has one option to extend the term of its lease for a  five-year  term at 100% of
the then  prevailing  market  rental  rate not to exceed  $24 per  square  foot.
Alliant  has an  option to  expand  into  certain  other  space in the  building
subordinate to the renewal and expansion rights of other tenants in the building
at the then  prevailing  market  rental  rate.  As of March  31,  1996,  Clintec
Nutrition  Company  ("Clintec"),  a manufacturer of dietary  products,  occupied
approximately  80,000  square feet or 16% of the rentable  square  footage under
four  leases,  one of  which  expires  on  January  31,  1997  with  respect  to
approximately  40,000 square feet, and three of which expire on November 8, 2000
with respect to an aggregate of approximately 40,000 square feet. Clintec's rent
per square foot per annum was $22.17 at March 31, 1996. Clintec has an option to
extend the term of its two primary  leases each for a five-year  term at 100% of
the then  prevailing  market rental rate.  Clintec has certain  rights to expand
into contiguous space, subject to the right of the existing tenants. Clintec has
the right to  terminate  its lease  with  respect  to 28,531  square  feet after
January 31, 1997 with 12 months  notice and the payment of $21 per square  foot,
the right to terminate its lease with respect to 5,226 square feet after January
31, 1997 with 12 months  notice and the payment of $19.60 per square  foot,  and
the right to terminate its lease with respect to 6,379 square feet after January
31, 1997 with 12 months notice and the payment of $25 per square foot.

                                       3
The following  table sets out a schedule of lease  expirations
for Parkway North Center for leases in effect as of March 31, 1996,  assuming no
tenants exercise any of their renewal rights or termination options, for each of
the ten years beginning with 1996 and thereafter:
Number                                  Annual Base           Percentage
                      of Tenants          Net Rentable        Rent Under            Total Leased
Year                  With                Area Subject to     Expiring              Square Footage
of Lease              Expiring            Expiring Leases     Leases (1)            Represented By
Expiration            Leases              (square feet)       (in thousands)        Expiring Leases (2)
- ----------            ------              -------------       --------------        -------------------
1996                    1                      1,687                17                     .3

1997                    1                     39,960               886                    8.3

1998                    3                    122,915             1,542                   25.5

1999                    1                      5,279                79                    1.1

2000                    6                    184,363             3,633                   38.3

2001                    3                     87,501             1,107                   18.2

2002                    1                     15,436               139                    3.2

2003                    1                     12,921                 0                    2.7

2004                    1                     11,500                81                    2.4

2005 and thereafter     0                          0                 0                     0
- -----------------------------
(1)Excludes operating expense recoveries.
(2)Excludes 32,467 square feet of vacant and uncommitted space and 15,495 square
   feet of common area space not held out for rent, as of March 31, 1996.
The  aggregate  tax basis of  depreciable  real  property  for
Parkway  North  Center  is  approximately  $52.0  million  as of June 14,  1996.
Depreciation  and  amortization  are computed on the Modified  Accelerated  Cost
Recovery System (MACRS) method over 39 years. No personal property was purchased
in  association  with Parkway North Center for Federal income tax purposes.

                                       4
The current  realty tax rate for Parkway North Center is $7.08
per $100 of assessed  value.  The total annual tax at this rate for 1996 is $1.3
million at an assessed value of $18.8 million.

                  AT&T  Center.  On March 29,  1996,  the Company  acquired  six
office buildings in Pleasanton,  California in San Francisco's East Bay Area, as
reported on a Current  Report on Form 8-K dated March 29, 1996, and amended by a
Form 8-K/A dated May 14, 1996.  The six buildings  also include as part of their
campus two special  purpose  buildings.  The campus,  known as AT&T Center,  was
built in 1988 and contains approximately 1,082,000 square feet of space. Because
the aggregate book value of the six office  buildings and additional  facilities
that  constitute  AT&T Center are in excess of 10% of the Company's total assets
as of June 14, 1996,  additional  information  regarding AT&T Center is provided
below.  The Company has no immediate  plans to renovate AT&T Center and believes
the property is adequately covered by insurance.

                  As of May 31,  1996,  AT&T  Center  was  100%  leased  to AT&T
Resource  Management  Corporation.  AT&T presently subleases 39% of the space to
other users.  The property has been 100% leased to AT&T since the  completion of
each of the buildings in 1988 and 1989. The average  annualized  rent per square
foot was $14.95 per annum at May 31, 1996.  Since the Company only acquired AT&T
Center on March 29, 1996, the average  annualized  rent per square foot for AT&T
Center for the prior five years is not available.

                  AT&T leases  1,082,000  square feet under a lease that expires
in increments  on a  building-by-building  basis  beginning in February 1998 and
ending in April 1999. AT&T's rent per square foot per annum was $14.95 as of May
31, 1996. The lease is a triple net lease with AT&T  responsible  for payment of
all operating expenses except owners' assessment fees, for which AT&T reimburses
the Company. AT&T has one option to extend the term of its lease for 10 years at
90% of the then prevailing market rental rate and two ten-year options to extend
its lease with respect to portions of the basement and parking  facility at 100%
of the  then  prevailing  market  rental  rate.  AT&T's  renewal  rights  can be
exercised on a building-by-building basis.

                                       5
The following  table sets out a schedule of lease  expirations
for AT&T Center for leases in effect as of March 31,  1996,  for each of the ten
years beginning with 1996 and thereafter:
Number                                      Annual Base             Percentage
                  of Tenants        Net Rentable              Rent Under              Total Leased
Year              With              Area Subject to           Expiring                Square Footage
of Lease          Expiring          Expiring Leases           Leases (1)              Represented By
Expiration        Leases            (square feet)             (in thousands)          Expiring Leases
- ----------        ------            -------------             --------------          ---------------
1996              __                ___                       ___                       __

1997              __                ___                       ____                      __

1998              1                 827,209                   $12,236                   76.4%

1999              1                 254,823                   $ 3,945                   23.6%

2000              __                ___                       ____                      __

2001              __                ___                       ____                      __

2002              __                ___                       ____                      __

2003              __                ___                       ____                      __

2004              __                ___                       ____                      __

2005 and
thereafter        __                ___                       ____                      __

- -----------------------------
(1)      Excludes operating expense recoveries

         The aggregate tax basis of depreciable real property for AT&T Center is
$62.0 million as of June 14, 1996. Depreciation and amortization are computed on
the Modified  Accelerated  Cost Recovery System (MACRS) method over 39 years. No
depreciable personal property exists in association with AT&T Center for Federal
income tax purposes as of June 14, 1996.

                  The current  realty tax rate for AT&T Center is $1.23 per $100
of assessed value. The total annual tax at this rate for 1996 is $1.1 million at
an assessed  value of $88.0  million.  In  addition,  the  property  has special
assessments which approximate $1.4 million per year.

                                       6
Financial  Statements.  Attached  hereto as  Exhibit  99.1 are
audited  historical  summaries of  operating  expenses and revenues for the year
ended  December 31, 1995 for the following  properties:  AT&T Center;  Harlequin
Plaza North,  Harlequin Plaza South, Quebec Court I and Quebec Court II; Parkway
North Center; Redmond East Business Campus; Reston Quadrangle; and Warner Center
Business  Park.  In  accordance  with Rule  3-14 of  Regulation  S-X,  financial
statements  with respect to the listed  properties  are being filed  because the
Company has either (a) already acquired the properties and the book value of the
properties, individually by project or in the aggregate, are significant, or (b)
deemed the  acquisition  to be  probable  and the book value of the  properties,
individually by project or in the aggregate, are significant.

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 the  following
financial statements:

                           (i)  Historical  Summary  of  Operating  Revenue  and
Expenses for AT&T Center for the year ended December 31, 1995, with accompanying
notes and Independent Auditors' Report.

                           (ii)  Combined  Historical   Summaries  of  Operating
Revenue and Expenses for Harlequin  Plaza North and South and Quebec Court I and
II for the three  months  ended  March 31, 1996  (unaudited)  and the year ended
December 31, 1995, with accompanying notes and Independent Auditors' Report.

                           (iii) Historical  Summaries of Operating  Revenue and
Expenses  for Parkway  North  Center for the three  months  ended March 31, 1996
(unaudited)  and the year ended December 31, 1995, with  accompanying  notes and
Independent Auditors' Report.

                           (iv)  Historical  Summaries of Operating  Revenue and
Expenses for Redmond East  Business  Campus for the three months ended March 31,
1996 (unaudited) and the year ended December 31, 1995, with  accompanying  notes
and Independent Auditors' Report.

                                       7
(v)  Historical  Summaries of  Operating  Revenue and
Expenses  for  Reston  Quadrangle  for the three  months  ended  March 31,  1996
(unaudited)  and the year ended December 31, 1995, with  accompanying  notes and
Independent Auditors' Report.

                           (vi)  Historical  Summaries of Operating  Revenue and
Expenses for Warner  Center  Business  Park for the three months ended March 31,
1996 (unaudited) and the year ended December 31, 1995, with  accompanying  notes
and Independent Auditors' Report.

                  (b)      Pro forma financial information.

                           None.

                  (c)      Exhibits.

                  Exhibit
                  Number
                  ------

                  10.1 Real Estate  Acquisition  Agreement  by and between  Carr
Realty Corporation,  as Purchaser,  and One Parkway L.L.C., Three Parkway L.L.C,
Parkway Land L.L.C and Parkway Center L.L.C.,  as Sellers,  dated as of April 3,
1996 (without exhibits).

                  99.1     Financial Statements

                           (i)  Historical  Summary  of  Operating  Revenue  and
Expenses for AT&T Center for the year ended December 31, 1995, with accompanying
notes and Independent Auditors' Report.

                           (ii)  Combined  Historical   Summaries  of  Operating
Revenue and Expenses for Harlequin  Plaza North and South and Quebec Court I and
II for the three  months  ended  March 31, 1996  (unaudited)  and the year ended
December 31, 1995, with accompanying notes and Independent Auditors' Report.

                           (iii) Historical  Summaries of Operating  Revenue and
Expenses  for Parkway  North  Center for the three  months  ended March 31, 1996
(unaudited)  and the year ended December 31, 1995, with  accompanying  notes and
Independent Auditors' Report.

                           (iv)  Historical  Summaries of Operating  Revenue and
Expenses for Redmond East  Business  Campus for the three months ended March 31,
1996 (unaudited) and the year ended December 31, 1995, with  accompanying  notes
and Independent Auditors' Report.

                                       8
(v)  Historical  Summaries of  Operating  Revenue and
Expenses  for  Reston  Quadrangle  for the three  months  ended  March 31,  1996
(unaudited)  and the year ended December 31, 1995, with  accompanying  notes and
Independent Auditors' Report.

                           (vi)  Historical  Summaries of Operating  Revenue and
Expenses for Warner  Center  Business  Park for the three months ended March 31,
1996 (unaudited) and the year ended December 31, 1995, with  accompanying  notes
and Independent Auditors' Report.

Item 8.  Change in Fiscal Year.

                  Not applicable.

                  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:    June 26, 1996

                                          CarrAmerica Realty Corporation

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

                                       9
EXHIBIT INDEX

Exhibit
Number

                  10.1 Real Estate  Acquisition  Agreement  by and between  Carr
Realty Corporation,  as Purchaser,  and One Parkway L.L.C., Three Parkway L.L.C,
Parkway Land L.L.C and Parkway Center L.L.C.,  as Sellers,  dated as of April 3,
1996 (without exhibits).

                  99.1     Financial Statements

                           (i)  Historical  Summary  of  Operating  Revenue  and
Expenses for AT&T Center for the year ended December 31, 1995, with accompanying
notes and Independent Auditors' Report.

                           (ii)  Combined  Historical   Summaries  of  Operating
Revenue and Expenses for Harlequin  Plaza North and South and Quebec Court I and
II for the three  months  ended  March 31, 1996  (unaudited)  and the year ended
December 31, 1995, with accompanying notes and Independent Auditors' Report.

                           (iii) Historical  Summaries of Operating  Revenue and
Expenses  for Parkway  North  Center for the three  months  ended March 31, 1996
(unaudited)  and the year ended December 31, 1995, with  accompanying  notes and
Independent Auditors' Report.

                           (iv)  Historical  Summaries of Operating  Revenue and
Expenses for Redmond East  Business  Campus for the three months ended March 31,
1996 (unaudited) and the year ended December 31, 1995, with  accompanying  notes
and Independent Auditors' Report.

                           (v)  Historical  Summaries of  Operating  Revenue and
Expenses  for  Reston  Quadrangle  for the three  months  ended  March 31,  1996
(unaudited)  and the year ended December 31, 1995, with  accompanying  notes and
Independent Auditors' Report.

                           (vi)  Historical  Summaries of Operating  Revenue and
Expenses for Warner  Center  Business  Park for the three months ended March 31,
1996 (unaudited) and the year ended December 31, 1995, with  accompanying  notes
and Independent Auditors' Report.

                                       10