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 130, 2006

CARRAMERICA REALTY CORPORATION

CARRAMERICA REALTY OPERATING PARTNERSHIP, L.P.

CARRAMERICA REALTY, L.P.

(Exact name of registrant as specified in its charter)

Maryland	1-11706	52-1796339
Maryland Delaware 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)

x¨ 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 1.01. ~~Other~~Entry ~~Events~~into a Material Definitive Agreement.

On June 130, 2006, CarrAmerica Realty Operating Partnership, L.P. (the “Company”), as successor to CarrAmerica Realty Corporation (“CARC”), CarrAmerica Realty, L.P. (“CAR”), ~~issued~~and aU.S. ~~press~~Bank ~~release~~Trust ~~announcing~~National ~~that~~Association it(“U.S. ~~had~~Bank”) ~~scheduled~~entered into a ~~special~~supplemental ~~meeting of~~indenture ~~its~~dated ~~stockholders~~as ~~for~~of ~~Tuesday~~June 30, ~~July~~2006 (the “2002 Supplemental Indenture”) to the Indenture dated as of January 11, ~~2006~~2002, atas ~~1:00~~supplemented ~~p.m.~~by ~~Eastern~~the ~~time~~First atSupplemental ~~The~~Indenture ~~Willard~~dated ~~Intercontinental~~as ~~Hotel~~of inJune 30, ~~Washington~~2004 (the “2002 Notes Indenture”), DCby and among the Company, CARC, CAR, and U.S. Bank, relating to ~~approve~~the Company’s outstanding 5.261% Senior Notes due 2007 (the ~~merger~~“5.261% ofNotes”), ~~CarrAmerica~~5.25% ~~with~~Senior ~~and~~Notes ~~into~~due an2007 ~~affiliate~~(the of“5.25% ~~The~~Notes”), ~~Blackstone~~3.625% ~~Group~~Senior ~~and~~Notes due 2009 (the ~~other~~“3.625% ~~transactions~~Notes”) and ~~contemplated~~7.125% bySenior Notes due 2012 (the ~~Agreement~~“7.125% Notes”) and ~~Plan~~the ofCompany, ~~Merger~~CARC, CAR and U.S. Bank entered into a supplemental indenture dated as of ~~March~~June 530, 2006, by(the “2004 Supplemental Indenture,” and ~~among~~together ~~CarrAmerica~~with the 2002 Supplemental Indenture, ~~certain~~the of“Supplemental ~~its~~Indentures”) ~~subsidiaries~~to ~~and~~the ~~affiliates~~Indenture dated as of ~~The~~June 23, ~~Blackstone~~2004 ~~Group.~~(the ~~CarrAmerica~~“2004 ~~stockholders~~Notes ~~who~~Indenture”, ~~held~~and ~~shares~~together ofwith ~~common~~the ~~stock~~2002 atNotes Indenture, the ~~close~~“Indentures”), ofby and among the ~~business~~Company, onCARC, ~~May 22~~CAR, ~~2006~~and U.S. Bank, relating to the ~~record~~Company’s ~~date~~outstanding ~~for~~5.500% Senior Notes due 2010 (the ~~special~~“5.500% ~~meeting,~~Notes”) ~~will~~and be5.125% ~~entitled~~Senior toNotes ~~vote~~due at2011 (the ~~special~~“5.125% ~~meeting~~Notes”, and together with the 5.261% ANotes, ~~copy~~the of5.25% Notes, the ~~Company’s~~3.625% ~~press~~Notes, ~~release~~the is7.125% ~~attached~~Notes asand ~~Exhibit~~the 995.1500% Notes, the “Notes”).

The Supplemental Indentures were entered into in connection with the Company’s previously announced tender offers and consent solicitations with respect to the Notes (the “Offers”), which were commenced on June 8, 2006.

The Supplemental Indentures amend the Indentures governing the Notes to eliminate substantially all of the restrictive covenants contained in the Indentures and the Notes, eliminate certain events of default, modify covenants regarding mergers, and modify or eliminate certain other provisions contained in the Indentures and the Notes.

The amendments to the Indentures became effective on June 30, 2006 and will become operative concurrently with the mergers of CARC and certain of its subsidiaries with affiliates of The Blackstone Group (the “Mergers”) as described in the Offer documents, provided all Notes validly tendered are accepted for purchase pursuant to the Offers upon consummation of the Mergers.

The foregoing summary is qualified in its entirety by reference to the Supplemental Indentures, copies of which are attached hereto as Exhibits 4.1 and 4.2 and are incorporated by reference herein.

Item 3.03. Material Modification to Rights of Security Holders.

See the description under Item 1.01, Entry into a Material Definitive Agreement above regarding the execution on June 30, 2006 of the Supplemental Indentures relating to the Notes.

Item 8.01 Other Events

On July 3, 2006, CARC issued the press release attached hereto as Exhibit 99.1 and incorporated into this Item 8.01 by reference announcing that as of 5:00 p.m., New York City time, on Friday, June 30, 2006, the Company had received the requisite tenders and consents from the holders of more than a majority in aggregate principal amount of its outstanding (i) 5.261% Notes, 5.25% Notes, 3.625% Notes and 7.125% Notes, voting as a single class, and (ii) 5.500% Notes and 5.125% Notes, voting as a single class, in connection with the Offers.

Item 9.01. Financial Statements and Exhibits.

(d)

Exhibits

99.1 Press Release dated June 1, 2006 issued by CarrAmerica Realty Corporation


4.1		Second Supplemental Indenture, dated as of June 30, 2006, to the Indenture dated as of January 11, 2002, as supplemented by the First Supplemental Indenture dated as of June 30, 2004.

4.2		First Supplemental Indenture, dated as of June 30, 2006, to the Indenture dated as of June 23, 2004.

99.1		Press Release dated July 3, 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~~July 15, 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 99.1 Press Release dated June 1, 2006 issued by CarrAmerica Realty Corporation


Exhibit Number
4.1		Second Supplemental Indenture, dated as of June 30, 2006, to the Indenture dated as of January 11, 2002, as supplemented by the First Supplemental Indenture dated as of June 30, 2004.

4.2		First Supplemental Indenture, dated as of June 30, 2006, to the Indenture dated as of June 23, 2004.

99.1		Press Release dated July 3, 2006 issued by CarrAmerica Realty Corporation.

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