UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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 26, 2006

CARRAMERICA REALTY CORPORATION

CARRAMERICA REALTY OPERATING PARTNERSHIP, L.P.

CARRAMERICA REALTY, L.P.

(Exact name of registrant as specified in its charter)

Maryland

Delaware

1-11706

000-50663

000-22741

52-1796339

20-0882547

52-1976308

(State or other jurisdiction

of incorporation)

(Commission File Number)

(I.R.S. Employer

Identification Number)

1850 K Street, N.W., Washington, D.C. 20006

(Address of principal executive office) (Zip code)

Registrant’s telephone number, including area code: (202) 729-1700

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):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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

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

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

CarrAmerica Realty Corporation

CarrAmerica Realty Operating Partnership, L.P.

CarrAmerica Realty, L.P.

Form 8-K

Item 1.01. Entry into a Material Definitive Agreement.

OnAs ~~June~~described in Item 238.01 below, ~~2006~~CarrAmerica Realty Corporation, a Maryland corporation (the “Company”) has agreed to settle the previously disclosed purported class action lawsuits related to the Agreement and Plan of Merger by and among the Company, CarrAmerica Realty Operating Partnership, L.P., a Delaware limited partnership (the “~~Company~~Operating Partnership”), as ~~successor~~Carr toRealty ~~CarrAmerica~~Holdings, ~~Realty~~L.P., ~~Corporation~~a Delaware limited partnership (“~~CARC~~CRH”), CarrAmerica Realty, L.P., a Delaware limited partnership (“CAR”), ~~and~~Nantucket ~~Deutsche~~Parent ~~Bank Trust Company Americas~~LLC, ~~formerly~~a ~~known~~Delaware aslimited ~~Bankers~~liability company ~~Trust Company~~ (“~~Deutsche Bank~~Parent”), ~~entered~~Nantucket ~~into~~Acquisition Inc., a ~~supplemental indenture~~Maryland ~~dated~~corporation asand ofwholly ~~June 23,~~owned ~~2006~~subsidiary ~~(the~~of ~~“1997~~Parent ~~Supplemental Indenture~~(“MergerCo”), toNantucket ~~the~~CRH ~~Indenture~~Acquisition ~~dated as of July 1~~L.P., ~~1997,~~a asDelaware ~~supplemented~~limited bypartnership ~~the~~whose ~~First~~general ~~Supplemental~~partner ~~Indenture~~is ~~dated as of June 30, 2004~~ MergerCo (~~the~~ “~~1997 Indenture~~NCRH Merger Partnership”), by and ~~among~~Nantucket ~~the Company, CARC,~~ CAR, ~~and~~Acquisition ~~Deutsche Bank~~L.P., ~~relating~~a toDelaware ~~the~~limited ~~Company’s~~partnership ~~outstanding~~whose ~~7.375%~~general ~~Notes~~partner ~~due~~is ~~2007~~MergerCo (~~the~~ “~~7.375%~~NCAR ~~Notes~~Merger Partnership”) ~~and a supplemental indenture~~ dated as of ~~June~~March 235, 2006 (the “~~1998 Supplemental~~Merger ~~Indenture,~~Agreement”) pursuant ~~and~~to which, ~~together~~among ~~with~~other ~~the 1997 Supplemental Indenture~~things, the ~~“Supplemental~~Company ~~Indentures”)~~is to ~~the~~merge ~~Indenture~~with ~~dated~~and asinto ~~of February 23~~MergerCo, ~~1998,~~an asaffiliate ~~supplemented~~of byThe ~~the~~Blackstone ~~First~~Group ~~Supplemental~~(the ~~Indenture~~“Merger”). ~~dated~~As aspart of ~~June 30,~~ ~~2004 (~~the ~~“1998~~agreement ~~Indenture,”~~to ~~and,~~settle ~~together~~the ~~with~~lawsuits, the ~~1997~~parties ~~Indenture,~~to the ~~“Indentures”),~~Merger byAgreement ~~and~~have ~~among~~entered into ~~the~~an ~~Company,~~Amendment ~~CARC,~~to ~~CAR,~~Agreement and ~~Deutsche~~Plan ~~Bank,~~of ~~relating~~Merger to (the ~~Company’s~~“Amendment”), ~~outstanding~~which ~~6.875%~~amends ~~Notes~~the ~~due~~Merger ~~2008~~Agreement ~~(the “6.875%~~as ~~Notes”).~~follows:

• The ~~Supplemental~~first ~~Indentures~~sentence ~~were~~of ~~entered~~Section ~~into~~7.04(c) has been deleted in ~~connection~~its entirety and replaced with the following: “Subject to the Company Parties’s ~~previously~~compliance ~~announced~~with ~~tender offers~~the provisions of this Section 7.04, and ~~consent~~only ~~solicitations~~prior to the Company Stockholder Approval, following the receipt by the Company or any Subsidiary of a written Acquisition Proposal, the Company Board may (directly or through Representatives) (I) contact such Person and its advisors solely for the purpose of clarifying the proposal and any material terms thereof and the conditions to consummation, so as to determine whether the proposal for an Acquisition Proposal could result in a Superior Proposal, (II) if the Company Board determines in good faith following consultation with its legal and financial advisors that such Acquisition Proposal could result in a Superior Proposal, the Company Board thereafter may furnish non-public information with respect to the ~~7.375%~~Company ~~Notes~~and the Subsidiaries to the Person who made such proposal (provided that the Company (A) has previously or concurrently furnished such information to Parent and (B) shall furnish such information pursuant to a confidentiality agreement which is at least as favorable to the ~~6.875%~~Company ~~Notes~~as the Confidentiality Agreement), and (III) if the Company Board determines in good faith following consultation with its legal and financial advisors that such Acquisition Proposal is reasonably likely to result in a Superior Proposal, the Company Board thereafter may (i) participate in negotiations regarding such proposal, (ii) following receipt of a written Acquisition Proposal that constitutes a Superior Proposal, recommend that the Company’s stockholders approve such Superior Proposal and, in connection therewith, withdraw or modify in a manner adverse to Parent, or fail to make, the Company Recommendation, or (iii) other than in connection with an Acquisition Proposal, withdraw or modify in a manner adverse to Parent, or fail to make, the Company Recommendation (any event described in clause (ii) or clause (iii) above, a “~~Offers~~Change in Recommendation”), ~~which~~but ~~were~~in ~~commenced~~each oncase ~~June 8~~referred to in clauses (i) through (iii) only if, ~~2006~~after complying with this Section 7.04(c), the Company Board determines in good faith, after consultation with its outside legal counsel, that failure to take such action would be inconsistent with its duties to the Company’s stockholders under applicable Law.”

~~The~~• ~~Supplemental~~All ~~Indentures~~references ~~amend~~in ~~the~~Clause ~~Indentures~~(E) ~~governing~~of ~~the~~Section 79.~~375%~~01(h) ~~Notes and the 6.875% Notes~~ to ~~eliminate~~“three ~~substantially~~Business ~~all~~Day ofperiod” ~~the~~have ~~restrictive~~been ~~covenants~~replaced ~~contained~~with in“two ~~the~~Business ~~Indentures~~Day ~~and the 7~~period”.375% Notes and the 6.875% Notes, eliminate certain events of default, modify covenants regarding mergers, and modify or eliminate certain other provisions contained in the Indentures and the 7.375% Notes and the 6.875% Notes.

~~The~~• ~~amendments to the Indentures became effective on June 23, 2006 and will become operative concurrently with the mergers of CARC and certain of its subsidiaries with affiliates of~~ The ~~Blackstone~~“Company ~~Group~~Termination ~~(the “Mergers~~Fee”) as ~~described~~defined in ~~the~~section ~~Offer documents, provided all 7~~9.~~375%~~03(d) ~~Notes~~has ~~and~~been ~~6.875%~~reduced ~~Notes~~from ~~validly~~$85 ~~tendered~~million ~~are accepted for purchase pursuant~~ to ~~the~~$70 ~~Offers upon consummation of the Mergers~~million.

~~The foregoing summary is qualified in its entirety by reference to the Supplemental Indentures, copies of which are attached hereto as Exhibits 4~~Item 8.~~1 and 4~~01.2 ~~and~~Other ~~are~~Events ~~incorporated by reference herein.~~

~~Item~~As previously disclosed, on March ~~3.03.~~9, ~~Material~~2006 ~~Modification~~and March 10, 2006 two purported stockholder class action lawsuits related to ~~Rights~~the Merger Agreement were filed naming the Company and each of ~~Security~~its ~~Holders~~directors as defendants. On June 26, 2006, the Company and the other defendants entered into a memorandum of understanding with the plaintiffs regarding the settlement of both lawsuits.

~~See~~In ~~the~~connection ~~description~~with ~~under~~the ~~Item 1.01~~settlement, ~~Entry~~the ~~into~~Company has agreed to make certain supplemental disclosures to its stockholders which are contained in a ~~Material~~proxy ~~Definitive~~statement ~~Agreement~~supplement ~~above~~that ~~regarding~~was filed with the ~~execution~~Securities and Exchange Commission on June 23 27, 2006 ofand is being mailed on or about June 28, 2006 to the Company’s stockholders of record as of ~~Supplemental~~May 22, ~~Indentures~~2006, ~~relating~~the record date for the Company’s Special Meeting of Stockholders called to approve the ~~7.375%~~Merger, ~~Notes~~the Merger Agreement and the ~~6.875%~~other ~~Notes~~transactions contemplated by the Merger Agreement.

~~Item 8~~Subject to the completion of certain confirmatory discovery by counsel to the plaintiffs, the memorandum of understanding contemplates that the parties will enter into a stipulation of settlement.01 ~~Other~~The ~~Events~~stipulation of settlement will be subject to customary conditions including court approval following notice to the Company’s stockholders and consummation of the Merger. In the event that the parties enter into a stipulation of settlement, a hearing will be scheduled at which the court will consider the fairness, reasonableness and adequacy of the settlement which, if finally approved by the court, will resolve all of the claims that were or could have been brought in the actions being settled, including all claims relating to the Merger, the Merger Agreement and any disclosure made in connection therewith. In addition, in connection with the settlement, the parties contemplate that plaintiffs’ counsel will petition the court for an award of attorneys’ fees and expenses to be paid by the Company. As part of the proposed settlement, the Company has agreed to pay $930,000 to the plaintiffs’ counsel for their fees and expenses, subject to approval by the court.

OnIn ~~June 23,~~connection ~~2006,~~with ~~CARC issued~~ the ~~press~~proposed ~~release attached hereto as Exhibit 99.1 and incorporated into this Item 8.01 by reference announcing that as of 5:00 p.m.~~settlement, ~~New York City time, on Thursday, June 22, 2006,~~ the Company ~~had~~has ~~received~~also ~~the~~amended ~~requisite tenders and consents from~~ the ~~holders~~Merger Agreement ofas aset ~~majority~~forth above in ~~aggregate principal amount of each of its outstanding 7~~Item 1.~~375% Notes and 6~~01.~~875% Notes~~ ~~in connection with the Offers.~~

On June 23, 2006, CARC issued the press release attached hereto as Exhibit 99.2 and incorporated into this Item 8.01 by reference announcing that in connection with the pending offers by the Company to purchase any and all of its outstanding 5.261% Senior Notes due 2007 (the “5.261% Notes”), 5.25% Senior Notes due 2007 (the “5.25% Notes”), 3.625% Senior Notes due 2009 (the “3.625% Notes”), 7.125% Senior Notes due 2012 (the “7.125% Notes”), 5.500% Senior Notes due 2010 (the “5.500% Notes”) and 5.125% Senior Notes due 2011 (the “5.125% Notes” and, together with the 5.261% Notes, the 5.25% Notes, the 3.625% Notes, the 7.125% Notes and the 5.500% Notes, the “Notes”), as well as the related consent solicitations to amend such Notes and the indentures pursuant to which they were issued, CarrAmerica Realty Operating Partnership, L.P. is increasing the consideration being offered to the holders of the Notes and extending the consent payment deadline of the offers, in each case as described in the press release.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits


(d)	Exhibits

	2.1	Amendment to Agreement and Plan of Merger, dated as of June 26, 2006, by and among CarrAmerica Realty Corporation, CarrAmerica Realty Operating Partnership, L.P., Carr Realty Holdings, L.P., CarrAmerica Realty, L.P., Nantucket Parent LLC, Nantucket Acquisition Inc., Nantucket CRH Acquisition L.P., and Nantucket CAR Acquisition L.P.

4.1		Second Supplemental Indenture, dated as of June 23, 2006, to the Indenture dated as of July 1, 1997, as supplemented by the First Supplemental Indenture dated as of June 30, 2004.
4.2		Second Supplemental Indenture, dated as of June 23, 2006, to the Indenture dated as of February 23, 1998, as supplemented by the First Supplemental Indenture dated as of June 30, 2004.
99.1		Press Release dated June 23, 2006 issued by CarrAmerica Realty Corporation.
99.2		Press Release dated June 23, 2006 issued by CarrAmerica Realty Corporation.

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 26 27, 2006

CARRAMERICA REALTY CORPORATION By: /s/ Kurt A. Heister Kurt A. Heister Senior Vice President, Controller and Treasurer CARRAMERICA REALTY OPERATING PARTNERSHIP, L.P. By: CARRAMERICA REALTY CORPORATION, its ~~sole~~ general partner By: /s/ Kurt A. Heister Kurt A. Heister Senior Vice President, Controller and Treasurer CARRAMERICA REALTY, L.P. By: CARRAMERICA REALTY GP HOLDINGS, LLC, its ~~sole~~ general partner By: CARRAMERICA REALTY OPERATING PARTNERSHIP, L.P., its sole member By: CARRAMERICA REALTY CORPORATION, its ~~sole~~ general partner By: /s/ Kurt A. Heister Kurt A. Heister Senior Vice President, Controller and Treasurer

EXHIBIT INDEX

ExhibitNumber
4.1		Second Supplemental Indenture, dated as of June 23, 2006, to the Indenture dated as of July 1, 1997, as supplemented by the First Supplemental Indenture dated as of June 30, 2004.
4.2		Second Supplemental Indenture, dated as of June 23, 2006, to the Indenture dated as of February 23, 1998, as supplemented by the First Supplemental Indenture dated as of June 30, 2004.
99.1		Press Release dated June 23, 2006 issued by CarrAmerica Realty Corporation.
99.2		Press Release dated June 23, 2006 issued by CarrAmerica Realty Corporation.


Exhibit Number
2.1		Amendment to Agreement and Plan of Merger, dated as of June 26, 2006, by and among CarrAmerica Realty Corporation, CarrAmerica Realty Operating Partnership, L.P., Carr Realty Holdings, L.P., CarrAmerica Realty, L.P., Nantucket Parent LLC, Nantucket Acquisition Inc., Nantucket CRH Acquisition L.P., and Nantucket CAR Acquisition L.P.

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