May 24, 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
		First Amendment to Preliminary Schedule 14A filed May
11,
2006
      Form 10-K filed February 22, 2006
		File No.  001-11706

Dear Mr. Carr:

      We have reviewed your amended 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

Summary

Debt Tender Offers and Consent Solicitation, page 6
1. Your response to prior comment 8 suggests that all holders who
consent to amend the indentures of their notes will be required to
tender those notes.  In addition, it appears that holders who do
not
tender their notes will be subject to redemption.  In light of
these
facts, please explain clearly how it is that notes issued by the
operating partnership may remain outstanding following the merger.

Interest of Our Directors..., page 9
2. We note that Thomas A. Carr is the beneficiary of a trust
holding
an indirect interest in 514,707 units in CAR, LP.  Please disclose
that here.  Also, please quantify Mr. Carr`s interest in CRH, LP
and
describe the benefits that would accrue to Mr. Carr in the event
that
he chose to exchange his units for a continuing interest in the
surviving partnerships (i.e., tax deferrals, property exchanges or
tax protection agreements).  Finally, on page 48, please quantify
the
benefit of any current sale of Mr. Carr`s interest in CAR, LP.

The Mergers, page 27

Background of the Merger, page 27
3. Please explain how your response to prior comment 12 comports
with
disclosure on page 36, which states that senior managers received
the
benefit of certain amendments to change of control agreements.  If
either the new change in control agreement or the amendments to
it-
which both appear to have been adopted on March 5, 2006, the same
day
the merger agreement was executed-led to any tangible benefits for
senior managers that did not exist or may not have existed prior
to
execution of the merger agreement, please describe them on page 9
or
revise your disclosure to state your belief that the new terms did
not materially change the benefits to which your managers were
already entitled under prior agreements.

Reasons for the Merger, page 37
4. We note your response to prior comment 21 and reissue the
comment.
Please revise your disclosure to explain in more detail how the
treatment of partnership unit and preferred E share holders is
relevant to holders of common stock that are being asked to vote
on
this transaction.

Opinion of Our Financial Advisor, page 39
5. Please revise the disclosure to include a discussion of the
transaction premium analysis, which is summarized on page 13 of
the
Goldman Sachs report.  Alternatively, please explain why you
believe
this analysis is not relevant to a summary of the Goldman Sachs
report.
6. Net Asset Value Analysis.  Please revise your disclosure to
clarify that the total share count includes securities other than
common stock, including partnership units and restricted shares,
and
break out the number of these securities.
7. Discounted Cash Flow Analysis.  Please revise the results of
the
discounted cash flow and FFO multiple analyses to provide the full
sensitivity charts contained in the materials provided to you by
Goldman Sachs.
8. Selected Transactions Analysis.  We note your response to prior
comment 25.  Please revise the disclosure to address the relevance
of
the public REIT transactions described on page 25 of the Goldman
Sachs report.  It is not clear why these transactions were singled
out from the substantially larger number of total transactions
considered in this analysis.  Also, please revise the disclosure
to
clarify that Goldman Sachs also considered premiums based on
measurements other than the closing price one day prior to
announcement, as identified on page 25 of the Goldman Sachs
report.
9. FFO Multiple Analysis.  Please revise to disclose the multiple
Carr America was trading at and the average comparable office REIT
multiple if Goldman Sachs presented that information to the board.

Guarantee and Remedies, page 46
10. Please clarify whether the money subject to the guarantee will
be
held in escrow while the merger is pending.

The Merger Agreement, page 56
11. We note your response to prior comment 27 and have the
following
additional comments:

* We note your disclosure that the merger agreement is subject to
certain qualifications and limitations, including those contained
in
schedules that have been omitted from this proxy.  Please state
clearly that: (a) neither party believes the schedules or other
omitted parts contain information that may be material to
investors;
and (b) that you have disclosed all information required under
applicable securities laws.

* With respect to your statement recommending that investors read
the
merger agreement "in its entirety," please make it clear that you
are
referring only that part of the agreement disclosed in the proxy
statement, and not to information that has not been made available
to
investors.

* We note your disclosure that information contained in
representations and warranties may have changed since the time of
agreement.  Please confirm in writing that you are aware of your
obligation to update disclosure to reflect material changes.

* The final two sentences of your disclaimer are not relevant to
informing investors of the factual information contained in the
merger agreement and may lead to investor confusion.  Please omit
them.

Other
12. Please provide us with the following omitted exhibits and
sections of your disclosure schedules: Exhibits A and B and
Sections
3.02 and 4.03(i) and (j).

      As appropriate, please amend your registration statement in
response to our comments.  You may wish to provide us with marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendments 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.

      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 24, 2006
Page 1