UNITED STATES 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

~~December~~February 53, ~~2005~~2006 Date of ~~report~~Report (Date of earliest event reported)

~~ARDEN~~Arden ~~REALTY~~Realty, ~~INC~~Inc.

(Exact name of registrant as specified in its charter)

Maryland		1-12193		95-4578533
(State of other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)


Maryland (State or other jurisdiction of incorporation)		1-12193 (Commission File Number)		95-4578533 (IRS Employer Identification No.)

11601 Wilshire Boulevard, Fourth Floor Los Angeles, California 90025-1740 (Address and zip code of principal executive offices) ~~(Zip Code)~~

(310) 966-2600
(Registrant’s telephone number, including area code)

N/A (Former ~~Name~~name or ~~Former~~former ~~Address~~address, if ~~Changed~~changed ~~Since~~since ~~Last~~last ~~Report~~report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On ~~December~~February 13, ~~2005~~2006, the Compensation Committee of the Board of Directors (the “~~Committee~~Board”) of Arden Realty, Inc. (the “Company”) approved a restricted stock award to each non-employee member of the ~~following:~~Board in an amount equal to 3,000 shares of the Company’s common stock, effective February 3, 2006. The restricted stock awards granted to the non-employee members of the Board were made as the annual grant under the Third Amended and Restated 1996 Stock Option and Incentive Plan of Arden Realty, Inc. and Arden Realty Limited Partnership, effective as of September 27, 1996, as amended, and will vest in equal installments on each of the next three anniversary dates of the award. This grant was an increase of 500 shares from the previous annual grant of 2,500 shares of the Company’s common stock to the non-employee members of the Board on April 11, 2005, effective April 12, 2005.

(a) Establishment of Fiscal 2006 Base Salaries. The Committee approved fiscal 2006 base salaries for the following executives, pursuant to their respective employment agreements, effective February 16, 2006, equal to:

Richard S. Ziman	$	825,000
Victor J. Coleman	$	675,000
Richard S. Davis	$	475,000
Robert C. Peddicord	$	385,000
Howard Stern	$	325,000
David Swartz	$	275,000

(b) Executive Restricted Stock Awards. Pursuant to the Incentive Plan and as part of the Company’s long-term incentive award program, the Committee approved an award of restricted stock to each of the following executives, effective December 1, 2005, equal to:

	Total Shares		Time-Based		Performance-
	Granted		Awards		Based Awards
Richard S. Ziman		86,692		43,346		43,346
Victor J. Coleman		37,928		18,964		18,964
Richard S. Davis		21,674		10,837		10,837
Robert C. Peddicord		21,674		10,837		10,837
Howard Stern		16,254		8,127		8,127
David Swartz		13,004		6,502		6,502

The total restricted stock awarded to each executive will be allocated 50% as a time-based award and 50% as a performance-based award. Each award will be governed by restricted stock agreements. The Form of each agreement was filed as an exhibit to the Company’s current report on Form 8-K filed on April 15, 2005. This current report describes certain terms of these restricted stock agreements, and such descriptions are qualified in their entirety by reference to the full text of such agreements.

Pursuant to the applicable restricted stock agreement, the time-based awards and the performance-based awards will vest in equal installments on each of the next five anniversary dates of the award, assuming certain performance targets are met, with regard to the performance-based awards. The Committee has determined that the performance-based awards require that the Company achieve certain pre-determined financial hurdles in each of the five years the restricted stock vests. The financial hurdles are based upon Total Return to Shareholders (“TRS”). For the applicable restricted stock to vest, the Company’s TRS must exceed certain market benchmarks. The formula incorporates a carryback/carryforward feature that would, in essence, average the TRS performance over the five-year vesting period. The vesting of both time-based awards and performance-based awards will accelerate upon an executive’s death or disability or a change in control of the Company. In addition, the Committee has determined that all future long-term incentive awards will be made solely in restricted stock, rather than in options or in a combination of options and restricted stock.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, ~~as amended,~~ the ~~Registrant~~ registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: December 5, 2005	ARDEN REALTY, INC.
	ARDEN REALTY, INC.
	By:	/s/ Richard S. Davis
Date: February 8, 2006	By:	/s/ Richard S. Davis
		Richard S. Davis
		Executive Vice President and Chief Financial Officer

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