SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20543

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) September 30, 2004

Commission File Nos. 1-11706 and 000-50663

CARRAMERICA REALTY CORPORATION

CARRAMERICA REALTY OPERATING PARTNERSHIP, L.P.

(Exact name of registrant as specified in its charter)

Maryland

Delaware

52-1796339

20-0882547

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification Number)

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

(Address or 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.

Form 8-K

Item 8.01 Other Events

On September 30, 2004, we completed the sale of 15 buildings containing 1.7 million square feet of office space in Atlanta, Georgia for approximately $196.0 million. We recorded a gain of approximately $19.3 million in connection with the sale.

Item 9.01 Financial Statements and Exhibits

(c)

Exhibits


Exhibit Number
99.1		Press Release dated October 1, 2004, 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 thereunto duly authorized.

Date: October 4, 2004


CARRAMERICA REALTY CORPORATION

By:		/s/ Kurt A. Heister
		Kurt A. Heister
		Senior Vice President and Controller

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 thereunto duly authorized.

Date: October 4, 2004

CARRAMERICA REALTY OPERATING PARTNERSHIP, L.P.,

a Delaware limited partnership

By: CarrAmerica Realty Corporation, its general partner

/s/ Kurt A. Heister

Kurt A. Heister, Senior Vice President and Controller

(on behalf of the registrant and as the

chief accounting officer of CarrAmerica Realty Corporation,

the General Partner of the registrant)

EXHIBIT INDEX


Exhibit Number
99.1		Press Release dated October 1, 2004

CARRAMERICA REALTY OPERATING PARTNERSHIP LP 8-K