SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. ~~20549~~20543

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)

~~Pursuant~~OF toTHE ~~Section~~SECURITIES 13EXCHANGE orACT OF ~~15(d)~~1934 ~~of the~~

~~Securities~~Date ~~Exchange~~of ~~Act~~Report (date of ~~1934~~earliest event reported) September 30, 2004

~~Date~~Commission ofFile ~~Report~~Nos. ~~(Date~~1-11706 ofand 000-50663 ~~earliest event reported): August 18, 2004~~

CARRAMERICA REALTY OPERATING PARTNERSHIP, L. P.

CARRAMERICA REALTY CORPORATION

CARRAMERICA REALTY OPERATING PARTNERSHIP, L.P.

(Exact name of registrant as specified in its charter)

Delaware Maryland Delaware	000-50663 1-11706 000-22741	20-0882547 52-1796339 52-1976308
Maryland Delaware	52-1796339 20-0882547
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)
1850 K Street, NW, Suite 500 Washington, DC		20006
(Address of principal executive offices)		(Zip Code)

~~Registrant’s telephone~~1850 ~~number~~K Street, ~~including~~N.W., Washington, ~~area~~D.C. ~~code:~~20006

(~~202~~Address or principal executive office) ~~729-1700~~(Zip code)

~~Not~~Registrant’s ~~applicable~~telephone number, including area code: (202) 729-1700

~~(Former~~Check ~~name~~the orappropriate ~~former~~box ~~address,~~below if ~~changed~~the ~~since~~Form ~~last~~8-K ~~report~~filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

~~Item~~¨ 5.Written ~~Other~~communications ~~Events~~pursuant ~~and~~to ~~Regulation~~Rule FD425 ~~Disclosure~~under the Securities Act (17 CFR 230.425)

On¨ ~~August~~Soliciting ~~18,~~material ~~2004,~~pursuant ~~CarrAmerica~~to ~~Realty~~Rule ~~Operating~~14a-12 ~~Partnership,~~under ~~L.P. (~~the ~~“Operating~~Exchange ~~Partnership”)~~Act ~~entered into an Underwriting Agreement with J.P. Morgan Securities Inc. and Banc of America Securities LLC, and the Operating Partnership, CarrAmerica Realty Corporation~~ (~~the~~17 ~~“Company”)~~CFR ~~and CarrAmerica Realty, L~~240.~~P. (“CARLP”~~14a-12) entered into a Terms Agreement with Banc of America Securities LLC, J.P. Morgan Securities Inc., Citigroup Global Markets Inc., Goldman, Sachs & Co., Morgan Stanley & Co. Incorporated, UBS Securities LLC, Wachovia Capital Markets, LLC, A.G. Edwards & Sons, Inc., BNY Capital Markets, Inc., Commerzbank Capital Markets Corp., Legg Mason Wood Walker, Incorporated, Piper Jaffray & Co., PNC Capital Markets, Inc., SunTrust Capital Markets, Inc. and Wells Fargo Brokerage Services, LLC, in connection with a proposed public offering (the “Offering”) of $200,000,000 of the Operating Partnership’s 5.125% Senior Notes due 2011, which are guaranteed as to payment of principal, premium, if any, and interest by the Company and CARLP. The notes mature on September 1, 2011, with interest payable semiannually on March 1 and September 1 of each year outstanding beginning March 1, 2005. The Company may redeem the notes at any time. The closing of the offering is expected to occur on August 23, 2004. Copies of the Underwriting Agreement and the Terms Agreement relating to the Offering are filed as exhibits to this report.

~~Item~~¨ 7.Pre-commencement ~~Financial~~communications ~~Statements~~pursuant ~~and~~to ~~Exhibits~~Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

~~The~~¨ ~~following~~Pre-commencement ~~exhibits~~communications ~~are~~pursuant ~~filed~~to asRule ~~part~~13e-4(c) ofunder ~~this~~the ~~report:~~Exchange Act (17 CFR 240.13e-4(c))

1.1		Underwriting Agreement, dated as of August 18, 2004, by and between CarrAmerica Realty Operating Partnership, L.P., J. P. Morgan Securities Inc., and Banc of America Securities LLC
1.2		Terms Agreement, dated as of August 18, 2004, by and among CarrAmerica Realty Operating Partnership, L.P., CarrAmerica Realty Corporation, CarrAmerica Realty, L.P., Banc of America Securities LLC, J.P. Morgan Securities Inc., Citigroup Global Markets Inc., Goldman, Sachs & Co., Morgan Stanley & Co. Incorporated, UBS Securities LLC, Wachovia Capital Markets, LLC, A.G. Edwards & Sons, Inc., BNY Capital Markets, Inc., Commerzbank Capital Markets Corp., Legg Mason Wood Walker, Incorporated, Piper Jaffray & Co., PNC Capital Markets, Inc., SunTrust Capital Markets, Inc. and Wells Fargo Brokerage Services, LLC
4.1		Indenture, dated as of June 23, 2004, by and among CarrAmerica Realty Operating Partnership, L.P., as Primary Obligor, CarrAmerica Realty Corporation and CarrAmerica Realty, L.P., as Guarantors, and U.S. Bank Trust National Association, as Trustee (incorporated by

CarrAmerica Realty Corporation

-CarrAmerica 2Realty -Operating Partnership, L.P.

		reference to Exhibit 4.1 to Amendment No. 2 to the Operating Partnership’s, the Company’s and CARLP’s registration statement on Form S-3 filed on June 30, 2004)
4.2		Form of 5.125% Senior Note due 2011
4.3		Form of Guarantee by CarrAmerica Realty Corporation
4.4		Form of Guarantee by CarrAmerica Realty, L.P.
5.1		Opinion of Hogan & Hartson L.L.P. regarding legality of securities
12.1		Statement re: Computation of Ratios
23.1		Consent of Hogan & Hartson L.L.P. to the filing of Exhibit 5.1 herewith (included in its opinion filed as Exhibit 5.1)
25.1		Statement of Eligibility of Trustee on Form T-1 (incorporated by reference to Amendment No. 2 to the Operating Partnership’s, the Company’s and the Partnership’s registration statement on Form S-3 filed on June 30, 2004)

Form 8-K

-Item 38.01 -Other Events

~~SIGNATURE~~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.

~~Pursuant~~Item to9.01 ~~the~~Financial ~~requirements~~Statements ofand ~~the~~Exhibits ~~Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~

	CARRAMERICA REALTY OPERATING PARTNERSHIP, L. P.
Date: August 20, 2004	By:	CARRAMERICA REALTY CORPORATION, its general partner
	By:	/s/ Stephen E. Riffee
		Stephen E. Riffee
		Chief Financial Officer and Treasurer

(c)

Exhibits

-ExhibitNumber 499.1 -Press Release dated October 1, 2004, issued by CarrAmerica Realty Corporation

~~SIGNATURE~~2

~~Pursuant~~SIGNATURES ~~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.~~

	CARRAMERICA REALTY CORPORATION
Date: August 20, 2004	By:	/s/ Stephen E. Riffee
		Stephen E. Riffee
		Chief Financial Officer and Treasurer

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: 5October -4, 2004

~~SIGNATURE~~CARRAMERICA REALTY CORPORATION By: /s/ Kurt A. Heister Kurt A. Heister Senior Vice President and Controller

~~Pursuant~~3 ~~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.~~

		CARRAMERICA REALTY, L.P.
Date:	August 20, 2004	By:	CARRAMERICA REALTY GP HOLDINGS, LLC,
			its general partner
		By:	CARRAMERICA REALTY OPERATING
			PARTNERSHIP, L.P., its sole member
		By:	CARRAMERICA REALTY CORPORATION,
			its general partner
		BY:	/s/ Stephen E. Riffee
			Stephen E. Riffee
			Chief Financial Officer and Treasurer

SIGNATURES

-Pursuant 6to -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		Document
1.1		Underwriting Agreement, dated as of August 18, 2004, by and between CarrAmerica Realty Operating Partnership, L.P., J. P. Morgan Securities Inc. and Banc of America Securities LLC
1.2		Terms Agreement, dated as of August 18, 2004, by and among CarrAmerica Realty Operating Partnership, L.P., CarrAmerica Realty Corporation, CarrAmerica Realty, L.P., Banc of America Securities LLC, J.P. Morgan Securities Inc., Citigroup Global Markets Inc., Goldman, Sachs & Co., Morgan Stanley & Co. Incorporated, UBS Securities LLC, Wachovia Capital Markets, LLC, A.G. Edwards & Sons, Inc., BNY Capital Markets, Inc., Commerzbank Capital Markets Corp., Legg Mason Wood Walker, Incorporated, Piper Jaffray & Co., PNC Capital Markets, Inc., SunTrust Capital Markets, Inc. and Wells Fargo Brokerage Services, LLC
4.1		Indenture, dated as of June 23, 2004, by and among CarrAmerica Realty Operating Partnership, L.P., as Primary Obligor, CarrAmerica Realty Corporation and CarrAmerica Realty, L.P., as Guarantors, and U.S. Bank Trust National Association, as Trustee (incorporated by reference to Exhibit 4.1 to Amendment No. 2 to the Operating Partnership’s, the Company’s and CARLP’s registration statement on Form S-3 filed on June 30, 2004)
4.2		Form of 5.125% Senior Note due 2011
4.3		Form of Guarantee by CarrAmerica Realty Corporation
4.4		Form of Guarantee by CarrAmerica Realty, L.P.
5.1		Opinion of Hogan & Hartson L.L.P. regarding legality of securities
12.1		Statement re: Computation of Ratios
23.1		Consent of Hogan & Hartson L.L.P. to the filing of Exhibit 5.1 herewith (included in its opinion filed as Exhibit 5.1)
25.1		Statement of Eligibility of Trustee on Form T-1 (incorporated by reference to Amendment No. 2 to the Operating Partnership’s, the Company’s and the Partnership’s registration statement on Form S-3 filed on June 30, 2004)


Exhibit Number
99.1		Press Release dated October 1, 2004

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