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): July 1011, 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~~offices) (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 8.01. Other Events

On July 1011, 2006, CarrAmerica Realty Corporation ~~issued the press release attached hereto as Exhibit 99.1 and incorporated into this Item 8.01 by reference announcing the respective total consideration to be paid by its subsidiary,~~ (“CarrAmerica” ~~Realty~~or ~~Operating Partnership, L.P. (~~the “Company”), inissued ~~connection~~a ~~with the Company’s previously announced~~press ~~cash~~release ~~tender~~announcing ~~offers~~that ~~and related consent solicitations for any and all of~~ its ~~(i) 7.375%~~common ~~Senior~~stockholders ~~Notes~~voted ~~due~~to ~~2007~~approve ~~and~~ the ~~6.875%~~merger ~~Senior~~of ~~Notes~~CarrAmerica ~~due 2008 accepted for payment that were validly tendered~~ with ~~consents delivered~~ and ~~not~~into ~~withdrawn~~an onaffiliate ~~or prior~~of toThe ~~5:00~~Blackstone ~~p.m.,~~Group ~~New York City time, on June 22, 2006,~~ and ~~(ii) 5.261%~~the ~~Senior~~other ~~Notes~~transactions ~~due~~contemplated ~~2007,~~by 5.25% Senior Notes due 2007, 3.625% Senior Notes due 2009, 5.500% Senior Notes due 2010, 5.125% Senior Notes due 2011 and 7.125% Senior Notes due 2012 accepted for payment that were validly tendered with consents delivered and not withdrawn on or prior to 5:00 p.m., New York City time, on June 30, 2006, and the ~~respective~~Agreement ~~purchase price for any~~ and ~~all~~Plan of ~~its (i) 7.375% Senior Notes due 2007 and 6.875% Senior Notes due 2008 accepted for payment that are validly tendered subsequent to 5:00 p.m.~~Merger, ~~New~~dated ~~York~~as ~~City~~of ~~time, on June 22, 2006, and (ii)~~March 5~~.261% Senior Notes due 2007~~, ~~5.25% Senior Notes due 2007, 3.625% Senior~~ ~~Notes due 2009~~2006, ~~5.500%~~as ~~Senior Notes due 2010~~amended, ~~5.125%~~by ~~Senior Notes due 2011~~ and ~~7.125%~~among ~~Senior Notes due 2012 accepted for payment that are validly tendered subsequent to 5:00 p.m.~~CarrAmerica, ~~New~~certain ~~York~~of ~~City~~its ~~time,~~subsidiaries onand ~~June 30,~~affiliates ~~2006~~of ~~but,~~The inBlackstone ~~each case, on or prior to 8:00 a~~Group.~~m.,~~ ~~New York City time, on July 13, 2006, as described in the attached press release.~~

A copy of the Company’s press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d)

Exhibits

99.1 Press Release dated July 10 11, 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: July 1011, 2006

CARRAMERICA REALTY CORPORATION

By: /s/ ~~Kurt~~Stephen AE. ~~Heister~~Riffee ~~Kurt~~Stephen AE. ~~Heister~~Riffee ~~Senior~~Chief ~~Vice~~Financial ~~President, Controller and Treasurer~~Officer

CARRAMERICA REALTY OPERATING PARTNERSHIP, L.P.

~~PARTNERSHIP~~By: CARRAMERICA REALTY CORPORATION, ~~L.P.~~its general partner

By: ~~CARRAMERICA~~/s/ ~~REALTY~~Stephen ~~CORPORATION,~~E. Riffee Stephen E. Riffee Chief Financial Officer

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 general partner

By: CARRAMERICA REALTY OPERATING PARTNERSHIP, L.P., its sole ~~general~~member ~~partner~~

By: CARRAMERICA REALTY ~~OPERATING~~CORPORATION, its general partner

~~PARTNERSHIP,~~By: L/s/ Stephen E.P Riffee Stephen E., ~~its~~Riffee ~~sole~~Chief ~~member~~Financial Officer

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 99.1 Press Release dated July 1011, 2006 issued by CarrAmerica Realty Corporation.

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