May 4, 2006

Mail Stop 4561

Thomas A. Carr
Chairman and Chief Executive Officer
CarrAmerica Realty Corporation
1850 K Street, N.W.
Washington, D.C. 20006

      Re:	CarrAmerica Realty Corporation
		Preliminary Schedule 14A filed April 7, 2006
      Form 10-K filed February 22, 2006
		File No.  001-11706

Dear Mr. Carr:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Preliminary Schedule 14A

General
1. We note that each share of your Series E preferred will be
converted into a share of Series E preferred issued by MergerCo
and
then liquidated at $25 per share.  Please tell us how this
transaction is exempt from registration under the Securities Act.
Also, please tell us whether the terms of your Series E preferred
already provide for the right to redeem each share for $25.
2. We note disclosure on page 8 indicating that separate materials
will be sent to the limited partners of CRH LP and CAR LP
regarding
the election of class A preferred stock in lieu of cash.  Please
tell
us whether the offer and sale of class A preferred stock is exempt
from registration under the 1933 Act and, if so, the exemption you
are relying upon and the factual basis for that exemption.
3. Please provide an analysis of whether the proposed partnership
mergers are subject to the proxy rules.  We note that the units of
limited partnership of CarrAmerica Realty L.P. are registered
under
Section 12(g) of the Exchange Act.

Summary, page 1

The Merger and Related Transactions, page 4
4. Please provide graphic depictions of the structure of
CarrAmerica
Realty Corporation and its affiliates prior to and following the
proposed merger.  Provide footnotes explaining key changes
involving
the makeup of each unit, including the CarrAmerica operating
partnership and its limited partnerships.

Opinion of Our Financial Advisor, page 5
5. Please provide us with a copy of the board book or other
information provided to you by your financial advisor.  Also,
please
quantify the fee to be paid to the advisor in dollar terms and
make
it clear that the fee is entirely contingent on the success of the
proposed transaction.  Finally, please disclose whether your
advisor
has an interest in this transaction beyond its advisory fees.

Debt Tender Offers and Consent Solicitation, page 5
6. It appears that the debt tender offer may be subject to
Regulations 14D and 14E under the Exchange Act.  Please provide
your
analysis as to how this offer comports with the requirements for
issuer tender offers.
7. We note that the operating partnership will solicit the
consents
of senior note holders to amend the indentures governing the
senior
notes.  Please give us your detailed analysis of whether the
solicitation is subject to the proxy rules.
8. Please explain more clearly what happens in the event that a
note
holder consents to amend the terms of indenture but does not agree
to
the sell the debt.  Explain who would assume the liabilities under
those surviving notes.
9. We note that MergerCo has obtained financing commitments
covering
roughly $4.2 billion.  We further note that the total cost of the
proposed transaction exceeds $5 billion.  Please clarify whether
the
remaining funds will come from the intended capitalization of
MergerCo by Blackstone Group affiliates in the amount of $900
million.  If not, please tell us how financing is "assured" for
purposes of Instruction 2(a) of Item 14 of Schedule 14A.  Also,
please provide us with a copy of the commitment letter.
10. We note that the merger agreement does not contain a financing
condition.  Please summarize the ramifications of any failure by
Blackstone Group to obtain adequate financing to consummate this
transaction, including whether this would constitute a breach of
the
merger agreement and grounds for termination by either party.
Also,
please make it clear, from page 43, that this would not give rise
to
a termination fee but that you may be able to seek compensation up
to
the $500 million "guarantee" by a Blackstone Group affiliate and
explain in more detail the circumstances that could warrant such
compensation.  Finally, please provide us with a copy of the
guarantee.

Treatment of CRH LP Units and CAR LP Units, page 8
11. Please explain briefly how you came to value the units in
these
LPs at the same price as the common stock.  Also, we note that you
refer to these partnerships as your "DownREIT partnerships."
Please
explain how this comports with disclosure on page 46 of your Form
10-
K filed February 22, 2006 which states that in 2004 you
restructured
your operations to form an UPREIT.

Interests of Our Directors, Executive Officer, page 8
12. Please compare the benefits accruing to your officers and
directors under their employment agreements prior to and following
amendments made in consideration of this transaction, to the
extent
those benefits changed.

Termination Fee and Expenses, page 11
13. Please be more specific as to the circumstances that could
give
rise to your liability for the termination fee, to the extent they
differ from the one identified in the previous section dealing
with
your acceptance of a superior offer.

Regulatory Matters, page 11
14. Please tell us how this disclosure comports with section
4.05(b)
of the merger agreement, which identifies the regulatory approvals
necessary to complete the merger.  Refer to Item 1011(a) of
Regulation MA.

No Dissenters` Rights, page 11
15. Please disclose any other rights that may be available to
security holders under state law.  Refer to Item 1004(d) of
Regulation MA.

Litigation Relating to the Merger, page 12
16. Your statement that the lawsuits are without merit is a legal
conclusion that CarrAmerica is not qualified to make.  Please
revise
to omit this conclusion or to disclose that it is based on the
advice
or opinion of counsel and name counsel.
17. Please discuss the potential impact of the lawsuits on this
transaction, including whether an injunction could prevent you
from
meeting specified deadlines, such as the September 5, 2006
partnership mergers, or give rise to the termination fee discussed
on
page 11.  Also, disclose how these litigation matters relate to
the
warranty appearing in section 4.09 of the merger agreement.
Please
provide us with copies of material public documents related to the
litigation.  Refer to the instruction to Item 1011(a)(5) of
Regulation MA.

The Special Meeting, page 21
18. Please provide us with screen shots from your Internet voting
site or provide us with a password to access the site.

Adjournments and Postponements, page 23

19. Please note that if you intend to adjourn or postpone the
meeting
to solicit additional proxies, it is our view that the
postponement
or adjournment of a meeting is a substantive proposal for which
CarrAmerica must solicit votes.  Provide a separate section on the
proxy card for stockholders to indicate whether they wish to vote
in
favor of postponement or adjournment for the solicitation of
additional votes.

The Mergers

General Description of the Mergers, page 24
20. Please describe to us in detail the actions you and your
subsidiaries, including the general partners of each of CRH LP and
CAR LP have already taken to approve the partnership mergers.
Explain why no further approval of the partners is required to
complete the partnership mergers.

Reasons for the Merger, page 34
21. It appears that prior acquisition offers were dismissed at
least
in part based on the impact of the merger on holders of Series E
preferred shares and limited partnership units.  Please expand
your
discussion to include your consideration of the impact of the
proposed merger to these holders and explain how these
considerations
may be relevant to shareholders entitled to vote on this matter.
22. Please revise the second bullet point on page 34 to quantify
the
negative impact on your cash flows from each of the factors you
cite.
We note, for example, disclosure on page 45 of your 2005 Form 10-K
that you expect to borrow up to $90 million in order to fund
dividends in light of the projected shortfall in cash from
operations.  Also, please make it clear that your ability to
borrow
these funds may be limited by the terms of your debt covenants and
that, in the event you fail to find suitable financing, you may
not
have be able to make required dividend payments or maintain your
REIT
status.

Opinion of Our Financial Advisor, page 36
23. Please quantify total consideration paid by you to your
advisor
in the past two years.  Refer to Item 1015(b)(4) of Regulation MA.

Net Asset Value Analysis, page 38
24. Please disclose the number of shares outstanding that Goldman
Sachs used in this analysis and briefly explain how Goldman Sachs
determined that number.  Also, briefly explain how the average
consensus estimate of per share net asset value was calculated.
Provide similar clarification with respect to the FFO Multiple
Analysis.

Selected Transactions Analysis, page 39
25. Please disclose the number of transactions underlying each
part
of this analysis, and the specific transactions reviewed in 2005
and
2006.

Our Change in Control Severance Pay Plan, page 46
26. Please tell us why you have disclosed the potential cash
severance payment only for Robert O. Carr and not for other
executive
officers who may be covered by this plan.

The Merger Agreement, page 53
27. Refer to your "Titan" disclaimer.  Please revise it to remove
any
implication that the agreements comprising this transaction do not
constitute public disclosure under federal securities laws.  In
particular, pay careful attention to the following statements: (1)
that the "text" of the merger agreement is not a source of
factual,
business or operational information about CarrAmerica; and (2)
that
stockholders may not rely on the agreement`s terms and conditions.
Also, please tell us why it is appropriate to extend the
disclaimer
to the parties` "covenants," as opposed to their factual
warranties
and representations only.  Finally, with respect to your statement
that certain "information" may have changed since the date of the
merger agreement, please be advised that you are responsible for
considering whether additional specific disclosures regarding
material contractual provisions are required to make the
statements
included in the prospectus/proxy statement not misleading.

The Partnership Mergers, page 53
28. Please explain what assets and liabilities CRH LP Merger
Partnership and CAR LP Merger Partnership may bring to the
surviving
entities in this transaction.

Multiple Stockholders Sharing One Address, page 79
29. Please make it clear that you will send separate proxy cards
to
an address subject to householding.  Also, please tell us how you
meet the consent requirements set forth in Rule 14a-3(e)(1)(ii).

Where You Can Find More Information, page 80
30. As appropriate, please revise to incorporate by reference
recently filed periodic reports.

Exhibits
31. Please provide us with a list briefly identifying the contents
of
all omitted schedules or similar supplements to the merger
agreement.
This list should be sufficiently detailed to provide a clear
understanding  of the subject matter of such schedules.

Form 10-K

Note 9 - Gain on Sale of Properties..., page 91
32. We note on page 92 that you sold the CarrAmerica Corporate
Center
to a joint venture in return for cash and a 19% interest in the
joint
venture.  Further, we note that you funded additional capital and
have some level of continuing involvement.  Please tell us how you
applied paragraph 30 of SOP 78-9 and paragraphs 33 and 34 of SFAS
66
in accounting for the gain of $77.4 million in 2005.

      As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested information.  Detailed cover letters
greatly
facilitate our review.  Please understand that we may have
additional
comments after reviewing your amendment and responses to our
comments.

	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.


You may contact Thomas Flinn at 202-551-3469 or Cicely L. LaMothe,
Accounting Branch Chief, at 202-551-3413 if you have questions
regarding comments on the financial statements and related
matters.
Please contact Geoffrey Ossias at 202-551-3404 or me at 202-551-
3780
with any other questions.

Sincerely,



Karen J. Garnett
Assistant Director

cc:  David Slotkin (via facsimile)




Thomas A. Carr
CarrAmerica Realty Corporation
May 4, 2006
Page 1