CARRAMERICA REALTY CORP
8-K, 1997-06-25
REAL ESTATE INVESTMENT TRUSTS
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549



                                    FORM 8-K


                                 CURRENT REPORT

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



         Date of Report (date of earliest event reported): June 23, 1997



                         CARRAMERICA REALTY CORPORATION
              ______________________________________________________
             (Exact name of registrant as specified in its charter)


          Maryland                       1-11706                 52-1796339
____________________________          ______________           ______________
(State or other jurisdiction           (Commission             (IRS Employer
of incorporation)                        File No.)             Identification
                                                                     No.)


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


       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.

          Not applicable.

ITEM 3.            Bankruptcy or Receivership.

          Not applicable.

ITEM 4.            Changes in Registrant's Certifying Accountant.

          Not applicable.

Item 5:  Other Events.

       A copy of the Registrant's press release, dated June 23, 1997, is
attached hereto as Exhibit 99.1.


ITEM 6.            Resignations of Registrant's Directors.

          Not applicable.

ITEM 7.            Financial Statements and Exhibits.

          (a)      Not applicable.
          
          (b)      Not applicable.


          (c)      Exhibits

                   Exhibit
                   Number

                   99.1              Press Release, June 23, 1997, entitled
                                     "CarrAmerica Realty Corporation Announces
                                     Proposed Private Offering".


ITEM 8.            Change in Fiscal Year.

                   Not applicable.



<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 hereunto duly authorized.


Date:  June 25, 1997                          CARRAMERICA REALTY CORPORATION



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



<PAGE>



                                  EXHIBIT INDEX




Exhibit Number                   Exhibit
- --------------                   -------

       99.1         Press Release, June 23, 1997, entitled "CarrAmerica Realty
                    Corporation Announces Proposed Private Offering".






                                                                 Exhibit 99.1



         Washington, D.C. -- June 23, 1997 -- CarrAmerica Realty Corporation
(NYSE:CRE) announced today a proposed private offering of an aggregate of $200
million principal amount of its long-term debt, in the form of $75 million
aggregate principal amount of Notes due 2004 and $125 million aggregate
principal amount of Notes due 2007.

         The offering will be made by means of an offering memorandum to
qualified institutional buyers and certain institutional accredited investors,
and the Notes will have certain registration rights. Proceeds of the offering
will be used to fund acquisition and development activities, either through
direct payments or repayment of borrowings incurred to fund such activities, and
for general corporate purposes.

         The Notes being offered in the private placement have not been and
will not be registered under the Securities Act of 1933, as amended, and may not
be offered or sold in the United States without registration or an applicable
exemption from the registration requirements.

         In addition, CarrAmerica currently intends to make an offering,
pursuant to a registration statement filed with the Securities and Exchange
Commission, of Series B Cumulative Redeemable Preferred Stock. The offering will
be made only by means of a prospectus to be filed with the Securities and
Exchange Commission.

         CarrAmerica Realty Corporation is a publicly traded real estate
investment trust that focuses primarily on the acquisition, development,
ownership and operation of office properties in select suburban markets across
the United States.




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