CARRAMERICA REALTY CORP
424B3, 1996-07-03
REAL ESTATE
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                                                      Registration No. 33-72974
                                                               Filed Pursuant to
                                                       Rule 424(b)(3) and 424(c)



PROSPECTUS SUPPLEMENT
- ---------------------


                                1,565,429 Shares
                         CARRAMERICA REALTY CORPORATION
                  Supplement to Prospectus Dated May 13, 1994


                                   ----------

                                  Common Stock
                           ($.01 par value per share)

                                   ----------

                              SELLING STOCKHOLDER



         All of the 1,565,429  shares of Common Stock,  $.01 par value per share
("Common Stock"), of CarrAmerica Realty Corporation, a Maryland corporation (the
"Company"),  are being  offered at $23.50 per share by The  Equitable  Companies
Incorporated  ("Equitable"),  which  is  an  affiliate  and  transferee  of  The
Equitable  Life  Assurance  Society of the  United  States,  one of the  Selling
Stockholders referred to in the Prospectus.  On June 24, 1996, the closing price
for the Common Stock on the New York Stock  Exchange was $24 5/8 per share.  All
of the  shares  of  Common  Stock  will be  offered  and  sold  in a  negotiated
transaction  to two  institutional  investors.  The Company will not receive any
proceeds from this sale.

         A  commission  of $.08 per share will be paid by  Equitable to Security
Capital Markets Group  Incorporated,  which acted as an agent in connection with
such sale.









            The date of this Prospectus Supplement is June 26, 1996.
    

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