PROSPECTUS SUPPLEMENT
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(To Prospectus dated November 5, 1996)
321,429 Shares
CarrAmerica Realty Corporation
Common Stock
(par value $.01 per share)
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This Prospectus Supplement relates to the offering (the
"Offering") of 321,429 shares of common stock, par value $.01 per share, by
CarrAmerica Realty Corporation (the "Company") to Security Capital Holdings,
S.A., a wholly-owned subsidiary of Security Capital U.S. Realty ("Holdings").
This Prospectus Supplement supplements the Prospectus Supplement dated November
21, 1996 and Prospectus dated November 5, 1996 previously delivered to Holdings
and should be read in conjunction therewith.
All of the shares of common stock, par value $.01 per share
("Common Stock") offered hereby are being sold by the Company. The shares
offered hereby are being sold by the Company to Holdings at a price of $26 per
share, and the Company will receive all of the proceeds therefrom. On December
17, 1996, the last reported sale price of the Common Stock on the New York Stock
Exchange was $27.50 per share. The Company will use the net proceeds from this
Offering to repay outstanding indebtedness under its unsecured line of credit.
It is expected that delivery of the Common Stock offered
hereby will be made in Washington, D.C. on or about December 19, 1996. The
obligation of Holdings to purchase Common Stock is subject to certain conditions
under a subscription agreement between Holdings, Security Capital U.S. Realty
and the Company.
See "Risk Factors" beginning on page 3 of the accompanying
Prospectus for a discussion of certain factors relating to an investment in the
Common Stock.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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The date of this Prospectus Supplement is December 19, 1996.
