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): October 24, 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. 20006
                    (Address of principal executive offices)



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


                                       2

<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 Acquisitions



Silicon Valley

         Sunnyvale Research Plaza. In September 1996, the Company acquired three
buildings  which comprise  Sunnyvale  Research  Plaza,  located in the Sunnyvale
sub-market of Silicon Valley in Northern  California.  These  properties,  which
contain  approximately 126,000 square feet of office space, were acquired for an
aggregate  purchase  price of  approximately  $16  million.  Built in 1985,  the
buildings  are  well  located  on a  prominent  corner  with  nearby  access  to
significant  transportation  arteries.  As of September 1996, the buildings were
100% leased to four tenants.

Southeast Denver

         Quebec  Centre.  In August  1996,  the Company  acquired  three  office
buildings which comprise Quebec Centre in suburban  southeast  Denver,  Colorado
for an aggregate purchase price of approximately $7 million.  Built in 1982, the
buildings  contain

                                       3

<PAGE>

approximately  107,000  square feet of office space.  As of September  1996, the
buildings were 98% leased to approximately 30 tenants.

         Greenwood Centre. In July 1996, the Company acquired  Greenwood Centre,
a building  located in suburban  southeast  Denver,  Colorado,  for an aggregate
purchase price of approximately $7 million. Built in 1985, the building contains
approximately  75,000 square feet of office  space.  As of September  1996,  the
building was 94% leased.

         Panorama  Corporate  Center.  In  August  1996,  the  Company  acquired
Panorama  Corporate  Center for  approximately  $17.5 million.  The  acquisition
includes a 106,000 square foot building currently under construction and options
to acquire  additional  land  which  will  support  the  future  development  of
approximately 800,000 square feet of space.


Southern California

         Warner  Center  Business  Park. In July 1996,  the Company  acquired 12
buildings  which  comprise the Warner Center  Business  Park in Woodland  Hills,
California,  a  northwestern  suburb of Los Angeles,  for an aggregate  purchase
price of approximately  $51 million.  As part of the purchase price, the Company
assumed  approximately $26 million in debt that bears interest at an annual rate
of 7.4 % and matures in December 2000. These buildings, which are located in the
Greater  San  Fernando  Valley  sub-market,  were built  from 1981 to 1985,  and
contain approximately 343,000 square feet of office space. As of September 1996,
the buildings  were 94% leased to major health care and insurance  companies and
other tenants.

         Katella  Corporate  Center.  In July 1996, the Company acquired Katella
Corporate  Center in Cypress,  California  for an  aggregate  purchase  price of
approximately  $7 million.  Built in 1982, the building  contains  80,000 square
feet of rentable  office  space.  As of  September  1996,  the  building was 93%
leased.

Austin, Texas

         Littlefield  Portfolio.  In  August  1996,  the  Company  acquired  ten
properties,  certain land, and an option to acquire land for future  development
in Austin,  Texas for an aggregate purchase price of approximately $100 million.
The  consideration  for this transaction was paid through a combination of cash,
the  issuance  of  limited   partnership   interests,   and  the  assumption  of
approximately  $9.7  million in debt which  bears  interest at an annual rate of
7.375% and  matures in March  1999.  The ten  properties  contain  approximately
894,000  square feet of space.  As of August 31, 1996,  the  buildings  were

                                       4
<PAGE>

78% leased to  approximately  100 tenants.  This  transaction also included land
which will support the future development of up to approximately  730,000 square
feet of office  space and an option to  purchase  land  which will  support  the
future development of up to approximately 750,000 square feet of office space.

         Riata Land. In August 1996, the Company  acquired 15.1 acres of land in
Austin,  Texas for an aggregate  purchase price of $1.6 million.  This land will
support the future development of up to 220,000 square feet of office space.


b.       Probable Acquisitions

Suburban Atlanta

         Peterson Portfolio.  The Company and its subsidiaries have entered into
a contract to acquire 10 office properties,  consisting of 38 buildings, and one
building currently under construction, all located in suburban Atlanta, Georgia,
and one building located in Boca Raton,  Florida as well as the rights to manage
10 properties for third parties under contracts  which are  cancellable  upon 30
days notice, for an aggregate purchase price of approximately $131 million.  The
consideration  for this  transaction will be paid through a combination of cash,
the issuance of 62,696 shares of the Company's  common stock, and the assumption
of  approximately  $22 million in debt that bears  interest at an annual rate of
7.2% and matures in January 2006. The 12 properties  (the "Peterson  Portfolio")
contain  approximately  1.6 million  square feet of space.  As of September  30,
1996,  the 11  operating  properties  were 97%  leased  and the  building  under
construction,  scheduled to be completed in May 1997, was 58% pre-leased.  Seven
of the  properties  containing  approximately  847,000      square feet of space
are located in suburban Atlanta's Northeast  sub-market;  four of the properties
containing  approximately  391,000  square feet of space are located in suburban
Atlanta's Northwest and Central Perimeter  sub-markets;  one property containing
approximately  165,000  square  feet of space is located in  suburban  Atlanta's
Northlake sub-market;  and one property containing  approximately 162,000 square
feet of space is located in the East Boca sub-market of Boca Raton, Florida. The
Peterson  Portfolio  acquisition is subject to certain closing  conditions,  and
there can be no assurance that this transaction will be consummated.  Closing of
this transaction is currently scheduled for late October 1996.

         Additional  Property  Information  regarding  the  Peterson  Portfolio.
Because the aggregate book value of the 11 operating properties consisting of 39
buildings  and one building  under  construction  that  constitute  the Peterson
Portfolio  would be in excess of 10% of the Company's  total  assets,  assuming,
solely for the purposes of this Form 8-K,

                                       5
<PAGE>

that  the  Peterson  Portfolio  has been  acquired  by the  Company,  additional
information regarding the Peterson Portfolio is provided below.

         As of  September  30, 1996,  97% of the rentable  square feet in the 11
operating  properties  comprising the Peterson Portfolio (1,437,000 square feet)
was leased.  The Company  has no  immediate  plans to  materially  renovate  the
Peterson  Portfolio,  other than for the completion of the development  property
and capital  expenditures  related to the routine maintenance of the properties,
and believes the  properties  are  adequately  covered by  insurance.  Since the
Company has not yet  acquired  the Peterson  Portfolio,  the percent  leased and
average  annualized  rent  per  square  foot  for the  past  five  years  is not
available.

         None  of the  tenants  in the 12  properties  comprising  the  Peterson
Portfolio occupy over 10% of the rentable square footage as of September 1996.

         The following table sets out a schedule of aggregate lease  expirations
for the 11  operating  properties  consisting  of 39  buildings  comprising  the
Peterson Portfolio (1,437,000 square feet) for leases in effect as of  September
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>

                                                                                 Annual           Percentage of
                                        Net Rentable     Percentage of           Rental            Total Annual
                                        Area Subject      Total Leased         Represented            Rental
     Year                  Number of     To Expiring      Square Footage       By Expiring          Represented
   of Lease                Expiring        Leases        Represented by          Leases             By Expiring
  Expiration                Leases     (Square Feet)    Expiring Leases*      (in thousands)          Leases
  ----------                ------     -------------    ----------------   ---------------------  -------------
      <S>                                     <C>               <C>                  <C>                 <C>
      1996                    28               98,500            7.1 %            $  1,421                7.7%
      1997                    71              261,700           18.8                 3,973               21.7
      1998                    74              437,600           31.5                 5,456               29.8
      1999                    47              204,200           14.7                 2,616               14.3
      2000                    32              134,200            9.7                 1,997               10.9
      2001                    27              156,600           11.3                 2,133               11.6
      2002                     2                9,500             .7                   115                 .6
      2003                     7               40,700            2.9                   537                2.9
      2004                     1               20,100            1.4                    20                 .1
      2005 & Thereafter       11               27,100            1.9                    75                 .4
</TABLE>

 *  Excludes 47,300 square feet of vacant space.

                                       6

<PAGE>

         The  aggregate  tax  basis  of  depreciable  real  property  for the 11
operating  properties  comprising the Peterson  Portfolio will be  approximately
$105 million.  Depreciation  will be computed on the Modified  Accelerated  Cost
Recovery  System  (MACRS)  method over 39 years for Federal income tax purposes.
Personal  property  with an  aggregate  tax basis of  approximately  $25,000  is
expected to be purchased and  depreciated on the MACRS method over a period of 5
to 7 years.

         The current realty tax rate for the 11 properties located in Atlanta in
the aggregate is $1.438 per $100 of assessed value. The total annual tax at this
rate for 1996 is $1.2  million at an  assessed  value of $80.7  million  for the
properties  located in suburban  Atlanta.  Three of the properties are currently
under appeal for 1996 and 1995. The one property located in Boca Raton,  Florida
has an assessed value of $11.3 million.  Based on an aggregate tax rate of $2.11
per $100 of assessed value,  total annual tax for the Florida  property for 1996
will be approximately $240,000.

Silicon Valley

         NELO/Orchard  Portfolio.  The Company  has  entered  into a contract to
acquire eight office properties consisting of 21 buildings in the North San Jose
sub-market of Silicon Valley in northern  California  for an aggregate  purchase
price of approximately $120 million.  As part of the purchase price, the Company
will assume  approximately  $41 million in debt that bears interest at an annual
rate of 10.25% and matures in 2001. The  properties,  which were built from 1979
to 1985, contain an aggregate of approximately one million square feet of office
space.  As of September  1996, the  NELO/Orchard  Portfolio was 97% leased.  The
properties  are located in the North  First  Street  Corridor  near the San Jose
airport and have  excellent  access from the major  highways.  In addition,  the
properties are in the same general area as the Company's properties at Sunnyvale
Research Plaza.  The  NELO/Orchard  Portfolio  acquisition is subject to certain
closing conditions,  and there can be no assurance that this transaction will be
consummated.  Closing of the  transaction  is currently  scheduled  for November
1996.

         Additional Property Information  regarding the NELO/Orchard  Portfolio.
Because  the  aggregate  book  value of the eight  properties  consisting  of 21
buildings that constitute the  NELO/Orchard  Portfolio would be in excess of 10%
of the Company's  total assets,  assuming,  solely for the purposes of this Form
8-K,  that  the  NELO/Orchard  Portfolio  has  been  acquired  by  the  Company,
additional information regarding the NELO/Orchard Portfolio is provided below.

                                       7
<PAGE>

         As of September  1996,  100% of the  rentable  square feet of the eight
projects  totaling 21  buildings  that  constitute  the  NELO/Orchard  Portfolio
(1,014,200  square  feet) was  leased.  The Company  has no  immediate  plans to
renovate the NELO/Orchard  Portfolio,  other than for the routine maintenance of
the properties, and believes the properties are adequately covered by insurance.
Since the Company has not yet acquired the NELO/Orchard  Portfolio,  the percent
leased and  average  annualized  rent per square foot for the past five years is
not available.

         Two  tenants  in  the  eight  properties  consisting  of  21  buildings
constituting the NELO/Orchard Portfolio (1,014,200 square feet) each occupy over
10% of the rentable square footage. Boston Scientific, a manufacturer of medical
technology, has entered into two leases with rent commencement dates in November
1996  and  January  1997.  In  January  1997,   Boston  Scientific  will  occupy
approximately  159,600  square feet or 15.7% of the  aggregate  rentable  square
footage of the NELO/Orchard Portfolio. Boston Scientific's leases will expire in
December 2006. Boston Scientific's rent per square foot per annum will be $10.44
(triple  net) with  respect to 79,800  square feet and $8.40  (triple  net) with
respect to the remaining 79,800 square feet.  Boston Scientific has an option to
renew for 5 years with 120 days notice at the  greater of the current  base rent
or the then prevailing  fair market value. In addition,  it has a right of first
negotiation  on any vacant space in one of the  buildings it occupies.  Clarify,
Inc., a software company specializing in customer service applications, will, in
early November 1996,  occupy  approximately  139,200 square feet or 13.7% of the
aggregate  rentable  square footage of the  NELO/Orchard  Portfolio  under three
leases  which  expire in May 1998 with  respect  to  38,800  square  feet and in
November 2001 with respect to the remaining  100,400  square feet.  The lease of
100,400  square feet will commence in November  1996.  Clarify,  Inc.'s rent per
square foot per annum will be $8.52  (triple net) with respect to 38,800  square
feet and $16.80 (triple net) with respect to the remaining  100,400 square feet.
On the leases  covering 38,800 square feet,  Clarify,  Inc. has a right of first
refusal on 13,680 square feet. In addition,  under the 38,800 square foot lease,
Clarify,  Inc.  has an option to renew for 3 years at the greater of the current
monthly rent or the then prevailing  fair market value. In addition,  there is a
termination  option upon 120 days notice which upon  exercise  would require the
payment of a termination fee of $4,905 for each month terminated.

         The following table sets out a schedule of aggregate lease  expirations
for the eight office  properties  consisting of 21 buildings that constitute the
NELO/Orchard Portfolio (1,014,200 square feet) for leases in effect as of August
1996,  assuming no tenants  exercise any of their renewal  rights or termination
options, for each of the ten years beginning with 1996 and thereafter:

                                       8
<PAGE>
<TABLE>
<CAPTION>

                                                                                Annual           Percentage of
                                        Net Rentable     Percentage of          Rental            Total Annual
                                        Area Subject      Total Leased       Represented             Rental
     Year                  Number of     To Expiring      Square Footage     By Expiring          Represented
   of Lease                Expiring        Leases        Represented by        Leases             By Expiring
  Expiration                Leases     (Square Feet)    Expiring Leases     (in thousands)           Leases
  ----------                ------     -------------    ----------------    --------------           ------
      <S>                     <C>             <C>               <C>            <C>                <C>
      1996                     4               21,400            2.1 %         $  212,200           1.9
      1997                     9               71,500            7.0              688,500           6.3
      1998                     8               94,900            9.3              879,100           8.0
      1999                    14              169,000           16.7            1,717,300          15.7
      2000                     6              271,600           26.8            2,649,000          24.1
      2001                     9              197,600           19.5            2,695,800          24.6
      2002                    --                   --           --                  --              --
      2003                     1               14,100            1.4              134,200           1.2
      2004                    --                   --           --                  --              --
      2005 & Thereafter        3              174,100           17.2            1,994,300          18.2

</TABLE>

         The  aggregate  tax basis of  depreciable  real  property for the eight
projects  totaling 21  buildings  that  constitute  the  NELO/Orchard  Portfolio
(1,014,200) in the aggregate  will be  approximately  $74 million.  Depreciation
will be computed on the Modified Accelerated Cost Recovery System (MACRS) method
over 39 years for Federal income tax purposes.  No personal property is expected
to be purchased in connection with the NELO/Orchard Portfolio.

         The current range of realty tax rates for the eight  projects  totaling
21 buildings  that  constitute  the  NELO/Orchard  Portfolio in the aggregate is
$1.09  to  $1.35  per $100 of  assessed  value.  The  total  annual  tax for the
NELO/Orchard  Portfolio  at these  rates for 1996 is $.8  million at an assessed
value of $70.2 million.

Suburban Dallas

         The  Greyhound  Building.  The Company  has entered  into a contract to
acquire the Greyhound Building,  a six-story office building located in suburban
north  Dallas,  Texas,  for an  aggregate  purchase  price of  approximately  $9
million.  The building,  which was built in 1982, contains  approximately 93,000
square  feet  of  office  space  and  is  located  in  the  Quorum/North  Dallas
sub-market.  As of August 1996, the property was 100% leased to Greyhound Lines,
Inc. The closing of this  transaction is subject to certain closing

                                       9

<PAGE>

conditions,  and  there  can be no  assurance  that  this  transaction  will  be
consummated.  Closing of the  transaction  is currently  scheduled  for November
1996.

         Cedar Maple  Plaza.  The Company has entered into a letter of intent to
acquire  three office  buildings  which  comprise  Cedar Maple Plaza in suburban
Dallas, Texas, for an aggregate purchase price of approximately $13 million. The
buildings,  which were built in 1985, contain  approximately 113,000 square feet
of office space and are located in the  Oaklawn/Turtle  Creek sub-market near an
abundance of restaurant  and other retail  establishments.  As of July 1996, the
property  was 91.8%  leased to 27 tenants.  The closing of this  transaction  is
subject to certain closing  conditions,  and there can be no assurance that this
transaction  will  be  consummated.  Closing  of the  transaction  is  currently
scheduled for November 1996.


Suburban Phoenix

         Camelback Lakes Corporate Center. The Company has entered into a letter
of intent to acquire two buildings, one retail building, and a fee interest in a
ground  lease,  which  comprise  Camelback  Lakes  Corporate  Center in suburban
Phoenix,  Arizona, for an aggregate purchase price of approximately $27 million.
The buildings,  which were built in 1983, contain  approximately  207,000 square
feet  of  rentable  office  space  and are  located  in the  Camelback  Corridor
sub-market.  As of September  1996, the buildings were 92% leased to 28 tenants.
The closing of this  transaction is subject to certain closing  conditions,  and
there can be no assurance that this transaction will be consummated.  Closing of
the transaction is currently scheduled for December 1996.

         Pointe  Corridor  Centre IV. The Company has entered into a contract to
acquire  Pointe  Corridor  Centre IV, an office  building in  suburban  Phoenix,
Arizona,  for an aggregate  purchase  price of  approximately  $15 million.  The
building, which was built in 1990, contains approximately 179,000 square feet of
office space and is located in the Squaw Peak sub-market.  As of September 1996,
the  property  was 96% leased to 13 tenants.  The  building is located  near the
Squaw Peak  Parkway and  Interstate  17,  major  transportation  arteries in the
Phoenix metropolitan area. The closing of this transaction is subject to certain
closing conditions,  and there can be no assurance that this transaction will be
consummated.  Closing of the  transaction  is currently  scheduled  for November
1996.


                                       10
<PAGE>

Land Held for Development

         As part of the Company's strategy to establish critical mass in each of
its markets, the Company is also acquiring land suitable for future development.
As of September 30, 1996,  the Company owned land and options to acquire land in
three of its target  markets:  southeast  Denver;  Austin,  Texas;  and suburban
Chicago.  In the  aggregate,  this land  (including  land  subject  to  purchase
options) will support  future  development  of up to 3.2 million  square feet of
office space.

c.       Markets

         As a result of the new acquisitions  described herein,  the Company now
owns properties in the following markets:  Northern California - San Francisco's
East Bay and the Silicon Valley;  suburban Chicago;  southeast Denver;  suburban
Seattle;  Southern  California  - Orange  County and the  Greater  San  Fernando
Valley; metropolitan Washington,  D.C., including downtown Washington, D.C., and
suburban Northern Virginia and Maryland; and Austin, Texas. Each of the suburban
markets  in  which  the  Company  owns   properties   exhibits   strong   growth
characteristics.

         Assuming that the Company consummates the transactions described herein
as  "Probable",  the  Company  will enter four new  markets:  suburban  Atlanta;
southern  Florida;   suburban  Dallas;   and  suburban   Phoenix.   Atlanta  has
historically had above-average  employment growth due to a concentration of high
technology  services and an  advantageous  location  for  regional  trade in the
fast-growing  southeastern  United  States.  The  southern  Florida  market  has
experienced  above-average  employment growth primarily as a result of growth in
the service  sector of the  economy.  The large Dallas  metropolitan  area has a
broad  economic  base of  above-average  growth  industries  and a skilled labor
force, and is considered to be a regional trade center. The Phoenix metropolitan
area has both a diverse  economy,  in terms of the broad array of types of jobs,
and a stable economy, exhibiting strong growth characteristics.

d.       Historical Financial Statements

         Attached  hereto as Exhibit 99.1 are historical  summaries of operating
revenue and expenses for the six months ended June 30, 1996  (unaudited) and for
the year ended  December 31, 1995  (audited) for the following  properties:  the
Peterson Properties Portfolio,  the NELO/Orchard  Portfolio,  Sunnyvale Research
Plaza and Camelback  Lakes  Corporate  Center.  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)

                                       11
<PAGE>

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.

e.       Financing Activity

         On  October  18,  1996,  the  Company's  unsecured,   revolving  credit
agreement with Morgan  Guaranty Trust of New York, as lead bank, was modified to
provide  for an  increase in  borrowings  from up to $215  million to up to $325
million.  The Company intends to use the line of credit to finance  acquisitions
and future office property development activities,  and capital expenditures and
to fund working capital needs.

                                       12


<PAGE>


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 Summaries of Operating Revenue and Expenses for
the Peterson Properties Portfolio for the six months ended June 30, 1996 and for
the year ended  December  31,  1995,  with  accompanying  notes and  Independent
Auditors' Report.

                  (ii)  Historical  Summaries of Operating  Revenue and Expenses
for the  NELO/Orchard  Portfolio  for the six months ended June 30, 1996 and for
the year ended  December  31,  1995,  with  accompanying  notes and  Independent
Auditors' Report.

                  (iii) Historical  Summaries of Operating  Revenue and Expenses
for Sunnyvale  Research Portfolio for the six months ended June 30, 1996 and for
the year ended  December  31,  1995,  with  accompanying  notes and  Independent
Auditors' Report.

                  (iv)  Historical  Summaries of Operating  Revenue and Expenses
for  Camelback  Lakes for the six months  ended  June 30,  1996 and for the year
ended  December 31, 1995,  with  accompanying  notes and  Independent  Auditors'
Report.
         (b)      Pro forma financial information.

                  Attached hereto are the following pro forma financials:

                  (i) Pro forma condensed  consolidated balance sheet as of June
30, 1996.

                  (ii) Pro forma condensed consolidated statements of operations
for the six months ended June 30, 1996 and the year ended December 31, 1995.

                                       13

<PAGE>

         (c)      Exhibits


                  Exhibit
                  Number
                  ------


                  10.1      First  Amendment to Amended and  Restated  Revolving
                            Credit Agreement

                  99.1      Financial Statements

                            (i)  Historical  Summaries of Operating  Revenue and
                  Expenses for the  Peterson  Properties  Portfolio  for the six
                  months ended June 30, 1996 and for the year ended December 31,
                  1995,  with  accompanying  notes  and  Independent   Auditors'
                  Report.

                            (ii) Historical  Summaries of Operating  Revenue and
                  Expenses  for the  NELO/Orchard  Portfolio  for the six months
                  ended June 30, 1996 and for the year ended  December 31, 1995,
                  with accompanying notes and Independent Auditors' Report.

                            (iii) Historical  Summaries of Operating Revenue and
                  Expenses for Sunnyvale  Research  Portfolio for the six months
                  ended June 30, 1996 and for the year ended  December 31, 1995,
                  with accompanying notes and Independent Auditors' Report.

                            (iv) Historical  Summaries of Operating  Revenue and
                  Expenses for Camelback Lakes for the six months ended June 30,
                  1996  and  for  the  year  ended   December  31,  1995,   with
                  accompanying notes and Independent Auditors' Report.


ITEM 8.           Change in Fiscal Year.

                  Not applicable.


                                       14

<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:  October ___, 1996



                                            CARRAMERICA REALTY CORPORATION



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


                                       15


<PAGE>


                                  EXHIBIT INDEX

                  Exhibit
                  Number
                  ------


                  10.1      First  Amendment to Amended and  Restated  Revolving
                            Credit Agreement

                  99.1      Financial Statements

                            (i)  Historical  Summaries of Operating  Revenue and
                  Expenses for the  Peterson  Properties  Portfolio  for the six
                  months ended June 30, 1996 and for the year ended December 31,
                  1995,  with  accompanying  notes  and  Independent   Auditors'
                  Report.

                            (ii) Historical  Summaries of Operating  Revenue and
                  Expenses  for the  NELO/Orchard  Portfolio  for the six months
                  ended June 30, 1996 and for the year ended  December 31, 1995,
                  with accompanying notes and Independent Auditors' Report.

                            (iii) Historical  Summaries of Operating Revenue and
                  Expenses for Sunnyvale  Research  Portfolio for the six months
                  ended June 30, 1996 and for the year ended  December 31, 1995,
                  with accompanying notes and Independent Auditors' Report.

                            (iv) Historical  Summaries of Operating  Revenue and
                  Expenses for Camelback Lakes for the six months ended June 30,
                  1996  and  for  the  year  ended   December  31,  1995,   with
                  accompanying notes and Independent Auditors' Report.



                                       16
[{"type": "8-K", "sequence": "1", "description": "FORM 8-K", "secsgml_size_bytes": 32662}]
{"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": "96647512"}, "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): October 24, 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. 20006
                    (Address of principal executive offices)

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

                                       2
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 Acquisitions

Silicon Valley

         Sunnyvale Research Plaza. In September 1996, the Company acquired three
buildings  which comprise  Sunnyvale  Research  Plaza,  located in the Sunnyvale
sub-market of Silicon Valley in Northern  California.  These  properties,  which
contain  approximately 126,000 square feet of office space, were acquired for an
aggregate  purchase  price of  approximately  $16  million.  Built in 1985,  the
buildings  are  well  located  on a  prominent  corner  with  nearby  access  to
significant  transportation  arteries.  As of September 1996, the buildings were
100% leased to four tenants.

Southeast Denver

         Quebec  Centre.  In August  1996,  the Company  acquired  three  office
buildings which comprise Quebec Centre in suburban  southeast  Denver,  Colorado
for an aggregate purchase price of approximately $7 million.  Built in 1982, the
buildings  contain

                                       3
approximately  107,000  square feet of office space.  As of September  1996, the
buildings were 98% leased to approximately 30 tenants.

         Greenwood Centre. In July 1996, the Company acquired  Greenwood Centre,
a building  located in suburban  southeast  Denver,  Colorado,  for an aggregate
purchase price of approximately $7 million. Built in 1985, the building contains
approximately  75,000 square feet of office  space.  As of September  1996,  the
building was 94% leased.

         Panorama  Corporate  Center.  In  August  1996,  the  Company  acquired
Panorama  Corporate  Center for  approximately  $17.5 million.  The  acquisition
includes a 106,000 square foot building currently under construction and options
to acquire  additional  land  which  will  support  the  future  development  of
approximately 800,000 square feet of space.

Southern California

         Warner  Center  Business  Park. In July 1996,  the Company  acquired 12
buildings  which  comprise the Warner Center  Business  Park in Woodland  Hills,
California,  a  northwestern  suburb of Los Angeles,  for an aggregate  purchase
price of approximately  $51 million.  As part of the purchase price, the Company
assumed  approximately $26 million in debt that bears interest at an annual rate
of 7.4 % and matures in December 2000. These buildings, which are located in the
Greater  San  Fernando  Valley  sub-market,  were built  from 1981 to 1985,  and
contain approximately 343,000 square feet of office space. As of September 1996,
the buildings  were 94% leased to major health care and insurance  companies and
other tenants.

         Katella  Corporate  Center.  In July 1996, the Company acquired Katella
Corporate  Center in Cypress,  California  for an  aggregate  purchase  price of
approximately  $7 million.  Built in 1982, the building  contains  80,000 square
feet of rentable  office  space.  As of  September  1996,  the  building was 93%
leased.

Austin, Texas

         Littlefield  Portfolio.  In  August  1996,  the  Company  acquired  ten
properties,  certain land, and an option to acquire land for future  development
in Austin,  Texas for an aggregate purchase price of approximately $100 million.
The  consideration  for this transaction was paid through a combination of cash,
the  issuance  of  limited   partnership   interests,   and  the  assumption  of
approximately  $9.7  million in debt which  bears  interest at an annual rate of
7.375% and  matures in March  1999.  The ten  properties  contain  approximately
894,000  square feet of space.  As of August 31, 1996,  the  buildings  were

                                       4
78% leased to  approximately  100 tenants.  This  transaction also included land
which will support the future development of up to approximately  730,000 square
feet of office  space and an option to  purchase  land  which will  support  the
future development of up to approximately 750,000 square feet of office space.

         Riata Land. In August 1996, the Company  acquired 15.1 acres of land in
Austin,  Texas for an aggregate  purchase price of $1.6 million.  This land will
support the future development of up to 220,000 square feet of office space.

b.       Probable Acquisitions

Suburban Atlanta

         Peterson Portfolio.  The Company and its subsidiaries have entered into
a contract to acquire 10 office properties,  consisting of 38 buildings, and one
building currently under construction, all located in suburban Atlanta, Georgia,
and one building located in Boca Raton,  Florida as well as the rights to manage
10 properties for third parties under contracts  which are  cancellable  upon 30
days notice, for an aggregate purchase price of approximately $131 million.  The
consideration  for this  transaction will be paid through a combination of cash,
the issuance of 62,696 shares of the Company's  common stock, and the assumption
of  approximately  $22 million in debt that bears  interest at an annual rate of
7.2% and matures in January 2006. The 12 properties  (the "Peterson  Portfolio")
contain  approximately  1.6 million  square feet of space.  As of September  30,
1996,  the 11  operating  properties  were 97%  leased  and the  building  under
construction,  scheduled to be completed in May 1997, was 58% pre-leased.  Seven
of the  properties  containing  approximately  847,000      square feet of space
are located in suburban Atlanta's Northeast  sub-market;  four of the properties
containing  approximately  391,000  square feet of space are located in suburban
Atlanta's Northwest and Central Perimeter  sub-markets;  one property containing
approximately  165,000  square  feet of space is located in  suburban  Atlanta's
Northlake sub-market;  and one property containing  approximately 162,000 square
feet of space is located in the East Boca sub-market of Boca Raton, Florida. The
Peterson  Portfolio  acquisition is subject to certain closing  conditions,  and
there can be no assurance that this transaction will be consummated.  Closing of
this transaction is currently scheduled for late October 1996.

         Additional  Property  Information  regarding  the  Peterson  Portfolio.
Because the aggregate book value of the 11 operating properties consisting of 39
buildings  and one building  under  construction  that  constitute  the Peterson
Portfolio  would be in excess of 10% of the Company's  total  assets,  assuming,
solely for the purposes of this Form 8-K,

                                       5
that  the  Peterson  Portfolio  has been  acquired  by the  Company,  additional
information regarding the Peterson Portfolio is provided below.

         As of  September  30, 1996,  97% of the rentable  square feet in the 11
operating  properties  comprising the Peterson Portfolio (1,437,000 square feet)
was leased.  The Company  has no  immediate  plans to  materially  renovate  the
Peterson  Portfolio,  other than for the completion of the development  property
and capital  expenditures  related to the routine maintenance of the properties,
and believes the  properties  are  adequately  covered by  insurance.  Since the
Company has not yet  acquired  the Peterson  Portfolio,  the percent  leased and
average  annualized  rent  per  square  foot  for the  past  five  years  is not
available.

         None  of the  tenants  in the 12  properties  comprising  the  Peterson
Portfolio occupy over 10% of the rentable square footage as of September 1996.

         The following table sets out a schedule of aggregate lease  expirations
for the 11  operating  properties  consisting  of 39  buildings  comprising  the
Peterson Portfolio (1,437,000 square feet) for leases in effect as of  September
1996,  assuming no tenants  exercise any of their renewal  rights or termination
options, for each of the ten years beginning with 1996 and thereafter:
Annual           Percentage of
                                        Net Rentable     Percentage of           Rental            Total Annual
                                        Area Subject      Total Leased         Represented            Rental
     Year                  Number of     To Expiring      Square Footage       By Expiring          Represented
   of Lease                Expiring        Leases        Represented by          Leases             By Expiring
  Expiration                Leases     (Square Feet)    Expiring Leases*      (in thousands)          Leases
  ----------                ------     -------------    ----------------   ---------------------  -------------
1996                    28               98,500            7.1 %            $  1,421                7.7%
      1997                    71              261,700           18.8                 3,973               21.7
      1998                    74              437,600           31.5                 5,456               29.8
      1999                    47              204,200           14.7                 2,616               14.3
      2000                    32              134,200            9.7                 1,997               10.9
      2001                    27              156,600           11.3                 2,133               11.6
      2002                     2                9,500             .7                   115                 .6
      2003                     7               40,700            2.9                   537                2.9
      2004                     1               20,100            1.4                    20                 .1
      2005 & Thereafter       11               27,100            1.9                    75                 .4
*  Excludes 47,300 square feet of vacant space.

                                       6
The  aggregate  tax  basis  of  depreciable  real  property  for the 11
operating  properties  comprising the Peterson  Portfolio will be  approximately
$105 million.  Depreciation  will be computed on the Modified  Accelerated  Cost
Recovery  System  (MACRS)  method over 39 years for Federal income tax purposes.
Personal  property  with an  aggregate  tax basis of  approximately  $25,000  is
expected to be purchased and  depreciated on the MACRS method over a period of 5
to 7 years.

         The current realty tax rate for the 11 properties located in Atlanta in
the aggregate is $1.438 per $100 of assessed value. The total annual tax at this
rate for 1996 is $1.2  million at an  assessed  value of $80.7  million  for the
properties  located in suburban  Atlanta.  Three of the properties are currently
under appeal for 1996 and 1995. The one property located in Boca Raton,  Florida
has an assessed value of $11.3 million.  Based on an aggregate tax rate of $2.11
per $100 of assessed value,  total annual tax for the Florida  property for 1996
will be approximately $240,000.

Silicon Valley

         NELO/Orchard  Portfolio.  The Company  has  entered  into a contract to
acquire eight office properties consisting of 21 buildings in the North San Jose
sub-market of Silicon Valley in northern  California  for an aggregate  purchase
price of approximately $120 million.  As part of the purchase price, the Company
will assume  approximately  $41 million in debt that bears interest at an annual
rate of 10.25% and matures in 2001. The  properties,  which were built from 1979
to 1985, contain an aggregate of approximately one million square feet of office
space.  As of September  1996, the  NELO/Orchard  Portfolio was 97% leased.  The
properties  are located in the North  First  Street  Corridor  near the San Jose
airport and have  excellent  access from the major  highways.  In addition,  the
properties are in the same general area as the Company's properties at Sunnyvale
Research Plaza.  The  NELO/Orchard  Portfolio  acquisition is subject to certain
closing conditions,  and there can be no assurance that this transaction will be
consummated.  Closing of the  transaction  is currently  scheduled  for November
1996.

         Additional Property Information  regarding the NELO/Orchard  Portfolio.
Because  the  aggregate  book  value of the eight  properties  consisting  of 21
buildings that constitute the  NELO/Orchard  Portfolio would be in excess of 10%
of the Company's  total assets,  assuming,  solely for the purposes of this Form
8-K,  that  the  NELO/Orchard  Portfolio  has  been  acquired  by  the  Company,
additional information regarding the NELO/Orchard Portfolio is provided below.

                                       7
As of September  1996,  100% of the  rentable  square feet of the eight
projects  totaling 21  buildings  that  constitute  the  NELO/Orchard  Portfolio
(1,014,200  square  feet) was  leased.  The Company  has no  immediate  plans to
renovate the NELO/Orchard  Portfolio,  other than for the routine maintenance of
the properties, and believes the properties are adequately covered by insurance.
Since the Company has not yet acquired the NELO/Orchard  Portfolio,  the percent
leased and  average  annualized  rent per square foot for the past five years is
not available.

         Two  tenants  in  the  eight  properties  consisting  of  21  buildings
constituting the NELO/Orchard Portfolio (1,014,200 square feet) each occupy over
10% of the rentable square footage. Boston Scientific, a manufacturer of medical
technology, has entered into two leases with rent commencement dates in November
1996  and  January  1997.  In  January  1997,   Boston  Scientific  will  occupy
approximately  159,600  square feet or 15.7% of the  aggregate  rentable  square
footage of the NELO/Orchard Portfolio. Boston Scientific's leases will expire in
December 2006. Boston Scientific's rent per square foot per annum will be $10.44
(triple  net) with  respect to 79,800  square feet and $8.40  (triple  net) with
respect to the remaining 79,800 square feet.  Boston Scientific has an option to
renew for 5 years with 120 days notice at the  greater of the current  base rent
or the then prevailing  fair market value. In addition,  it has a right of first
negotiation  on any vacant space in one of the  buildings it occupies.  Clarify,
Inc., a software company specializing in customer service applications, will, in
early November 1996,  occupy  approximately  139,200 square feet or 13.7% of the
aggregate  rentable  square footage of the  NELO/Orchard  Portfolio  under three
leases  which  expire in May 1998 with  respect  to  38,800  square  feet and in
November 2001 with respect to the remaining  100,400  square feet.  The lease of
100,400  square feet will commence in November  1996.  Clarify,  Inc.'s rent per
square foot per annum will be $8.52  (triple net) with respect to 38,800  square
feet and $16.80 (triple net) with respect to the remaining  100,400 square feet.
On the leases  covering 38,800 square feet,  Clarify,  Inc. has a right of first
refusal on 13,680 square feet. In addition,  under the 38,800 square foot lease,
Clarify,  Inc.  has an option to renew for 3 years at the greater of the current
monthly rent or the then prevailing  fair market value. In addition,  there is a
termination  option upon 120 days notice which upon  exercise  would require the
payment of a termination fee of $4,905 for each month terminated.

         The following table sets out a schedule of aggregate lease  expirations
for the eight office  properties  consisting of 21 buildings that constitute the
NELO/Orchard Portfolio (1,014,200 square feet) for leases in effect as of August
1996,  assuming no tenants  exercise any of their renewal  rights or termination
options, for each of the ten years beginning with 1996 and thereafter:

                                       8
Annual           Percentage of
                                        Net Rentable     Percentage of          Rental            Total Annual
                                        Area Subject      Total Leased       Represented             Rental
     Year                  Number of     To Expiring      Square Footage     By Expiring          Represented
   of Lease                Expiring        Leases        Represented by        Leases             By Expiring
  Expiration                Leases     (Square Feet)    Expiring Leases     (in thousands)           Leases
  ----------                ------     -------------    ----------------    --------------           ------
1996                     4               21,400            2.1 %         $  212,200           1.9
      1997                     9               71,500            7.0              688,500           6.3
      1998                     8               94,900            9.3              879,100           8.0
      1999                    14              169,000           16.7            1,717,300          15.7
      2000                     6              271,600           26.8            2,649,000          24.1
      2001                     9              197,600           19.5            2,695,800          24.6
      2002                    --                   --           --                  --              --
      2003                     1               14,100            1.4              134,200           1.2
      2004                    --                   --           --                  --              --
      2005 & Thereafter        3              174,100           17.2            1,994,300          18.2
The  aggregate  tax basis of  depreciable  real  property for the eight
projects  totaling 21  buildings  that  constitute  the  NELO/Orchard  Portfolio
(1,014,200) in the aggregate  will be  approximately  $74 million.  Depreciation
will be computed on the Modified Accelerated Cost Recovery System (MACRS) method
over 39 years for Federal income tax purposes.  No personal property is expected
to be purchased in connection with the NELO/Orchard Portfolio.

         The current range of realty tax rates for the eight  projects  totaling
21 buildings  that  constitute  the  NELO/Orchard  Portfolio in the aggregate is
$1.09  to  $1.35  per $100 of  assessed  value.  The  total  annual  tax for the
NELO/Orchard  Portfolio  at these  rates for 1996 is $.8  million at an assessed
value of $70.2 million.

Suburban Dallas

         The  Greyhound  Building.  The Company  has entered  into a contract to
acquire the Greyhound Building,  a six-story office building located in suburban
north  Dallas,  Texas,  for an  aggregate  purchase  price of  approximately  $9
million.  The building,  which was built in 1982, contains  approximately 93,000
square  feet  of  office  space  and  is  located  in  the  Quorum/North  Dallas
sub-market.  As of August 1996, the property was 100% leased to Greyhound Lines,
Inc. The closing of this  transaction is subject to certain closing

                                       9
conditions,  and  there  can be no  assurance  that  this  transaction  will  be
consummated.  Closing of the  transaction  is currently  scheduled  for November
1996.

         Cedar Maple  Plaza.  The Company has entered into a letter of intent to
acquire  three office  buildings  which  comprise  Cedar Maple Plaza in suburban
Dallas, Texas, for an aggregate purchase price of approximately $13 million. The
buildings,  which were built in 1985, contain  approximately 113,000 square feet
of office space and are located in the  Oaklawn/Turtle  Creek sub-market near an
abundance of restaurant  and other retail  establishments.  As of July 1996, the
property  was 91.8%  leased to 27 tenants.  The closing of this  transaction  is
subject to certain closing  conditions,  and there can be no assurance that this
transaction  will  be  consummated.  Closing  of the  transaction  is  currently
scheduled for November 1996.

Suburban Phoenix

         Camelback Lakes Corporate Center. The Company has entered into a letter
of intent to acquire two buildings, one retail building, and a fee interest in a
ground  lease,  which  comprise  Camelback  Lakes  Corporate  Center in suburban
Phoenix,  Arizona, for an aggregate purchase price of approximately $27 million.
The buildings,  which were built in 1983, contain  approximately  207,000 square
feet  of  rentable  office  space  and are  located  in the  Camelback  Corridor
sub-market.  As of September  1996, the buildings were 92% leased to 28 tenants.
The closing of this  transaction is subject to certain closing  conditions,  and
there can be no assurance that this transaction will be consummated.  Closing of
the transaction is currently scheduled for December 1996.

         Pointe  Corridor  Centre IV. The Company has entered into a contract to
acquire  Pointe  Corridor  Centre IV, an office  building in  suburban  Phoenix,
Arizona,  for an aggregate  purchase  price of  approximately  $15 million.  The
building, which was built in 1990, contains approximately 179,000 square feet of
office space and is located in the Squaw Peak sub-market.  As of September 1996,
the  property  was 96% leased to 13 tenants.  The  building is located  near the
Squaw Peak  Parkway and  Interstate  17,  major  transportation  arteries in the
Phoenix metropolitan area. The closing of this transaction is subject to certain
closing conditions,  and there can be no assurance that this transaction will be
consummated.  Closing of the  transaction  is currently  scheduled  for November
1996.

                                       10
Land Held for Development

         As part of the Company's strategy to establish critical mass in each of
its markets, the Company is also acquiring land suitable for future development.
As of September 30, 1996,  the Company owned land and options to acquire land in
three of its target  markets:  southeast  Denver;  Austin,  Texas;  and suburban
Chicago.  In the  aggregate,  this land  (including  land  subject  to  purchase
options) will support  future  development  of up to 3.2 million  square feet of
office space.

c.       Markets

         As a result of the new acquisitions  described herein,  the Company now
owns properties in the following markets:  Northern California - San Francisco's
East Bay and the Silicon Valley;  suburban Chicago;  southeast Denver;  suburban
Seattle;  Southern  California  - Orange  County and the  Greater  San  Fernando
Valley; metropolitan Washington,  D.C., including downtown Washington, D.C., and
suburban Northern Virginia and Maryland; and Austin, Texas. Each of the suburban
markets  in  which  the  Company  owns   properties   exhibits   strong   growth
characteristics.

         Assuming that the Company consummates the transactions described herein
as  "Probable",  the  Company  will enter four new  markets:  suburban  Atlanta;
southern  Florida;   suburban  Dallas;   and  suburban   Phoenix.   Atlanta  has
historically had above-average  employment growth due to a concentration of high
technology  services and an  advantageous  location  for  regional  trade in the
fast-growing  southeastern  United  States.  The  southern  Florida  market  has
experienced  above-average  employment growth primarily as a result of growth in
the service  sector of the  economy.  The large Dallas  metropolitan  area has a
broad  economic  base of  above-average  growth  industries  and a skilled labor
force, and is considered to be a regional trade center. The Phoenix metropolitan
area has both a diverse  economy,  in terms of the broad array of types of jobs,
and a stable economy, exhibiting strong growth characteristics.

d.       Historical Financial Statements

         Attached  hereto as Exhibit 99.1 are historical  summaries of operating
revenue and expenses for the six months ended June 30, 1996  (unaudited) and for
the year ended  December 31, 1995  (audited) for the following  properties:  the
Peterson Properties Portfolio,  the NELO/Orchard  Portfolio,  Sunnyvale Research
Plaza and Camelback  Lakes  Corporate  Center.  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)

                                       11
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.

e.       Financing Activity

         On  October  18,  1996,  the  Company's  unsecured,   revolving  credit
agreement with Morgan  Guaranty Trust of New York, as lead bank, was modified to
provide  for an  increase in  borrowings  from up to $215  million to up to $325
million.  The Company intends to use the line of credit to finance  acquisitions
and future office property development activities,  and capital expenditures and
to fund working capital needs.

                                       12
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 Summaries of Operating Revenue and Expenses for
the Peterson Properties Portfolio for the six months ended June 30, 1996 and for
the year ended  December  31,  1995,  with  accompanying  notes and  Independent
Auditors' Report.

                  (ii)  Historical  Summaries of Operating  Revenue and Expenses
for the  NELO/Orchard  Portfolio  for the six months ended June 30, 1996 and for
the year ended  December  31,  1995,  with  accompanying  notes and  Independent
Auditors' Report.

                  (iii) Historical  Summaries of Operating  Revenue and Expenses
for Sunnyvale  Research Portfolio for the six months ended June 30, 1996 and for
the year ended  December  31,  1995,  with  accompanying  notes and  Independent
Auditors' Report.

                  (iv)  Historical  Summaries of Operating  Revenue and Expenses
for  Camelback  Lakes for the six months  ended  June 30,  1996 and for the year
ended  December 31, 1995,  with  accompanying  notes and  Independent  Auditors'
Report.
         (b)      Pro forma financial information.

                  Attached hereto are the following pro forma financials:

                  (i) Pro forma condensed  consolidated balance sheet as of June
30, 1996.

                  (ii) Pro forma condensed consolidated statements of operations
for the six months ended June 30, 1996 and the year ended December 31, 1995.

                                       13
(c)      Exhibits

                  Exhibit
                  Number
                  ------

                  10.1      First  Amendment to Amended and  Restated  Revolving
                            Credit Agreement

                  99.1      Financial Statements

                            (i)  Historical  Summaries of Operating  Revenue and
                  Expenses for the  Peterson  Properties  Portfolio  for the six
                  months ended June 30, 1996 and for the year ended December 31,
                  1995,  with  accompanying  notes  and  Independent   Auditors'
                  Report.

                            (ii) Historical  Summaries of Operating  Revenue and
                  Expenses  for the  NELO/Orchard  Portfolio  for the six months
                  ended June 30, 1996 and for the year ended  December 31, 1995,
                  with accompanying notes and Independent Auditors' Report.

                            (iii) Historical  Summaries of Operating Revenue and
                  Expenses for Sunnyvale  Research  Portfolio for the six months
                  ended June 30, 1996 and for the year ended  December 31, 1995,
                  with accompanying notes and Independent Auditors' Report.

                            (iv) Historical  Summaries of Operating  Revenue and
                  Expenses for Camelback Lakes for the six months ended June 30,
                  1996  and  for  the  year  ended   December  31,  1995,   with
                  accompanying notes and Independent Auditors' Report.

ITEM 8.           Change in Fiscal Year.

                  Not applicable.

                                       14
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:  October ___, 1996

                                            CARRAMERICA REALTY CORPORATION

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

                                       15
EXHIBIT INDEX

                  Exhibit
                  Number
                  ------

                  10.1      First  Amendment to Amended and  Restated  Revolving
                            Credit Agreement

                  99.1      Financial Statements

                            (i)  Historical  Summaries of Operating  Revenue and
                  Expenses for the  Peterson  Properties  Portfolio  for the six
                  months ended June 30, 1996 and for the year ended December 31,
                  1995,  with  accompanying  notes  and  Independent   Auditors'
                  Report.

                            (ii) Historical  Summaries of Operating  Revenue and
                  Expenses  for the  NELO/Orchard  Portfolio  for the six months
                  ended June 30, 1996 and for the year ended  December 31, 1995,
                  with accompanying notes and Independent Auditors' Report.

                            (iii) Historical  Summaries of Operating Revenue and
                  Expenses for Sunnyvale  Research  Portfolio for the six months
                  ended June 30, 1996 and for the year ended  December 31, 1995,
                  with accompanying notes and Independent Auditors' Report.

                            (iv) Historical  Summaries of Operating  Revenue and
                  Expenses for Camelback Lakes for the six months ended June 30,
                  1996  and  for  the  year  ended   December  31,  1995,   with
                  accompanying notes and Independent Auditors' Report.

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