Exhibit 99.5

                              ELECTION OF DIRECTORS
                                  (Proposal 1)

(from the Proxy Statement to be delivered to the stockholders of CarrAmerica
Realty Corporation in connection with that company's 1999 Annual Meeting of
Stockholders)

         Board of Directors

         The Board of Directors of the Company is divided into three classes,
with one-third of the directors scheduled to be elected by the stockholders
annually. Andrew F. Brimmer, Oliver T. Carr, Jr., and William D. Sanders have
been nominated by the Board of Directors for election as directors at the 1999
annual meeting of stockholders to fill terms expiring at the 2002 annual meeting
of stockholders. Timothy Howard and Ronald Blankenship have been nominated for
election as directors to fill terms expiring at the annual meeting of
stockholders in 2000. If elected, the nominees will hold office until the
expiration of their terms and until their successors are elected and qualified.

         Nominees for Election to Terms Expiring in 2002

         Andrew F. Brimmer, 72, has been a director of the Company since
February 1993. He has been President of Brimmer & Company, Inc., an economic and
financial consulting firm, since 1976. Dr. Brimmer is the Wilmer D. Barrett
Professor of Economics at the University of Massachusetts--Amherst. He also
serves as a director of BlackRock Investment Income Trust, Inc. (and other
funds); Borg-Warner Automotive, Inc.; and Airborne Express. From 1995 to 1998,
Dr. Brimmer served as chairman of the District of Columbia Financial Control
Board. He also was a member of the Board of Governors of the Federal Reserve
System from 1966 to 1974. Dr. Brimmer received a B.A. degree and a masters
degree in economics from the University of Washington and a Ph.D. in economics
from Harvard University. Dr. Brimmer is a member of the Audit Committee of the
Board of Directors.

         Oliver T. Carr, Jr., 73, has been Chairman of the Board of Directors of
the Company since February 1993. He also served as Chief Executive Officer of
the Company from 1993 to 1997. Mr. Carr founded The Oliver Carr Company in 1962
and since that time has been its Chairman of the Board and a director. In
addition, Mr. Carr has served as President of The Oliver Carr Company since
February 1993. He was Chairman of the Board of Trustees of The George Washington
University from July 1988 until May 1995. Mr. Carr is the father of Thomas A.
Carr, the Company's current President and Chief Executive Officer. Mr. Carr is a
member of the Investment Committee and Executive Committee of the Board of
Directors.

         William D. Sanders, 57, has been a director of the Company since May
1996. Mr. Sanders was nominated to the Board as a designee of Security Capital
U.S. Realty ("SC-USREALTY"), a major stockholder of the Company. He is the
founder and Chairman of Security Capital Group, an affiliate of SC-USREALTY. Mr.
Sanders retired on December 31, 1989 as Chief Executive Officer of LaSalle
Partners Limited, a firm he founded in 1968. Mr. Sanders is on the Board of
Directors of Security Capital European Realty; SC-USREALTY; and Storage USA,
Inc. Mr. Sanders is a former trustee and member of the executive committee of
the University of Chicago and a former trustee fellow of Cornell University. Mr.
Sanders received his Bachelor of Science degree from Cornell University. He is a
member of the Nominating Committee of the Board of Directors.

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         Nominees for Election to Terms Expiring in 2000

         Timothy Howard, 50, has been a director of the Company since August
1998. Mr. Howard has been the Executive Vice President and Chief Financial
Officer of Fannie Mae since 1990. Mr. Howard has held positions of increasing
responsibility with Fannie Mae since beginning with the company in 1982. Mr.
Howard received his Bachelor of Science and Masters in Economics degrees from
UCLA. He is a member of the Audit Committee and Executive Compensation Committee
of the Board of Directors.

         Ronald Blankenship, 49, has been a director of the Company since August
1998. Mr. Blankenship was nominated to the Board as a designee of SC-USREALTY.
Mr. Blankenship has been the Vice Chairman and Chief Operating Officer of
Security Capital Group Incorporated since 1998. Previously, he was Managing
Director of Security Capital Group Incorporated from 1991 to 1998. Mr.
Blankenship is a director of Security Capital Group Incorporated and Storage
USA, Inc. He received his B.B.A. from the University of Texas at Austin. Mr.
Blankenship is a member of the Executive Compensation Committee of the Board of
Directors.

         Incumbent Director--Term Expiring in 2000

         A. James Clark, 71, has been a director of the Company since February
1993. He has been Chairman of the Board and President of Clark Enterprises,
Inc., a Bethesda, Maryland-based company involved in real estate,
communications, and commercial and residential construction, since 1972. Mr.
Clark is a Trustee Emeritus of the Johns Hopkins University and the Johns
Hopkins Board of Medicine. He is an Advisory Director of Potomac Electric Power
Company. Mr. Clark is also a member of the PGA Tour Golfcourse Properties
Advisory Board. An alumnus of the University of Maryland, Mr. Clark is a member
of the University's Board of Visitors and the school's Foundation. Mr. Clark is
a member of the Executive Committee, Executive Compensation Committee,
Investment Committee, and the Nominating Committee of the Board of Directors.

         Incumbent Directors--Terms Expiring in 2001

         Thomas A. Carr, 40, has been President and a director of the Company
since February 1993. In May 1997, Mr. Carr was elected Chief Executive Officer
of the Company, at which time he resigned as Chief Operating Officer of the
Company, a position he had held since April 1995. Prior to that time, Mr. Carr
had been the Company's Chief Financial Officer since February 1993. Mr. Carr is
a director of The Oliver Carr Company. He holds a Masters in Business
Administration degree from Harvard Business School, and a Bachelor of Arts
degree from Brown University. Mr. Carr is a member of the National Association
of Real Estate Investment Trusts; the Young Presidents Organization; the Federal
City Council; and the International Development Research Council. Mr. Carr is
the son of Oliver T. Carr, Jr., the Chairman of the Board of Directors of the
Company. He is a member of the Investment Committee and the Executive Committee
of the Board of Directors.

         Caroline S. McBride, 45, has been a director of the Company since July
1996. Ms. McBride was nominated to the Board of Directors as a designee of
SC-USREALTY. Since March 1997, Ms. McBride has been Managing Director of
Security Capital Global Strategic Group, an affiliate of SC-USREALTY. From June
1996 to July 1997, Ms. McBride was Managing Director of Security Global Capital
Management Group. Prior thereto, from July 1978 to May 1996, Ms. McBride was
with IBM, where she was director of private market investments for the IBM
Retirement Fund from 1994 to 1996 and director of real estate investments for
the IBM Retirement Fund from 1992 to 1994. Ms. McBride is on the Board of
Directors of Storage USA, Inc.; BelmontCorp; CWS Communities Trust; and the Real
Estate Research Institute. Ms. McBride received her Masters in Business
Administration degree from New York University and a Bachelor of Arts degree
from Middlebury Col-

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lege. Ms. McBride is a member of the Investment Committee and the Audit
Committee of the Board of Directors.

         Wesley S. Williams, Jr., 56, has been a director of the Company since
February 1993. Mr. Williams has been a partner of the law firm of Covington &
Burling, Washington, D.C., since 1975. He was adjunct professor of real estate
finance law at Georgetown University Law Center from 1971 to 1973 and is a
contributing author to several texts on banking law and on real estate finance
and investment. Mr. Williams is on the Editorial Advisory Board of the District
of Columbia Real Estate Reporter. Mr. Williams serves as a director of Blackstar
Communications, Inc.; Blackstar LLC; and the Federal Reserve Bank of Richmond,
Virginia. Mr. Williams is Co-Chairman of the Board of Directors and Co-CEO of
Lockhart Caribbean Corporation and its real estate, insurance, consumer finance,
and internet services subsidiaries. Mr. Williams is a member of the Executive
Committee of the Board of Trustees of Penn Mutual Life Insurance Company, of
which he is the Senior Trustee. He received B.A. and J.D. degrees from Harvard
University, an M.A. degree from the Fletcher School of Law and Diplomacy and an
LL.M. from Columbia University. Mr. Williams is a member of the Executive
Compensation Committee of the Board of Directors.

         Committees of the Board of Directors; Meetings

         Among the committees of the Board of Directors are a standing Audit
Committee, Executive Compensation Committee, Nominating Committee, Executive
Committee and Investment Committee. The Board of Directors also established an
Ad Hoc Compensation Committee during 1998. The functions performed by these
committees are described below.

         Audit Committee. The Audit Committee makes recommendations concerning
the engagement of independent public accountants, reviews with the independent
public accountants the plans and results of the audit engagement, approves
professional services provided by the independent public accountants, reviews
the independence of the independent public accountants, considers the range of
audit and non-audit fees of the independent public accountants, and reviews the
adequacy of the Company's internal accounting controls. The Audit Committee met
three times in 1998.

         Executive Compensation Committee and Ad Hoc Compensation Committee. The
Executive Compensation Committee is comprised entirely of non-employee
directors, and is responsible for implementing and/or recommending to the Board
of Directors compensation policies applicable to the Company's executive
officers and for monitoring compliance with such policies. The Committee
determines the Chief Executive Officer's compensation and approves compensation
recommendations for the other executive officers of the Company as submitted by
the Chief Executive Officer. It also administers the Company's stock option and
restricted stock plans. The Ad Hoc Compensation Committee was a committee
comprised solely of directors who qualified as "outside directors" under Section
162(m) of the Internal Revenue Code. The Company's Board of Directors
established the Ad Hoc Compensation Committee to consider and make grants of
options on November 11, 1998 that otherwise would have been subject to a
limitation on deductibility under the Code. The Executive Compensation Committee
met six times in 1998 and took action by unanimous written consent twice. The Ad
Hoc Compensation Committee met one time in 1998.

         Nominating Committee. The Nominating Committee was established to
consider and make recommendations to the Board of Directors regarding nominees
for election as members of the Board of Directors. In addition, the Nominating
Committee has the authority to review and approve compensation, benefits and
other forms of remuneration for non-employee directors. The Nominating Committee
is willing to consider nominees recommended by stockholders. Stockholders who
wish to suggest qualified candidates must comply with the advance notice
provisions and other requirements of Section 3.11 of the Company's by-laws. See
"Stockholder Proposals for 2000 Annual Meeting" below. The Nominating Committee
met once in 1998 and took action by unanimous consent once.

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         Executive Committee. The Executive Committee may exercise the full
authority of the Board of Directors, except that the Executive Committee may not
amend the Company's charter or by-laws; adopt a plan of merger or consolidation;
recommend to stockholders the sale or lease of all or substantially all of the
Company's assets; elect directors; elect or remove officers; establish
compensation for executive officers; and/or declare dividends or authorize the
issuance of stock of the Company.

         Investment Committee. The Investment Committee has the authority to
approve and authorize expenditures, agreements and other actions relating to the
acquisition and/or disposition of assets by the Company, the incurrence of
indebtedness by the Company or other encumbrances on the assets of the Company
or other matters treated as capital items and involving less than $100,000,000
for any single transaction or series of related transactions, so long as such
matters are consistent with the annual budget (as to amount and type of
transaction).

         The Board of Directors held ten meetings during 1998 and took action by
unanimous written consent five times. None of the directors attended fewer than
75% of the aggregate of the number of meetings of the Board of Directors held
during the period he or she served on the Board and the number of meetings of
committees of the Board of Directors on which he or she served during the period
of service.

         Compensation of Directors

         The Company pays an annual retainer of $20,000 to directors who are not
employees of the Company. The Company also pays each non-employee director a fee
(plus out-of-pocket expenses) for attendance (in person or by telephone) at each
meeting of the Board of Directors and committee meeting held on a non-Board
meeting day. The Board of Directors meeting fee is $1,000 and the committee
meeting fee is $500. In addition, the chairman of each committee receives an
additional annual fee of $1,000.

         The Company also compensates its non-employee directors through its
1995 Non-Employee Director Stock Option Plan. The plan provides for the grant of
3,000 options to purchase shares of common stock of the Company upon a
non-employee director's initial election to the Board. Assuming Proposal 4 is
approved by the stockholders, each continuing non-employee director will receive
a grant of options to purchase 7,500 shares of the Company's common stock
immediately following the election of directors at each annual meeting of the
Company's stockholders. The plan currently provides for an annual grant of 5,000
shares, and would continue to do so if Proposal 4 is not approved by the
stockholders.

         Section 16(a) Beneficial Ownership Reporting Compliance

         Section 16(a) of the Securities and Exchange Act of 1934, as amended,
requires the Company's executive officers and directors, and persons who own
more than ten percent of a registered class of the Company's equity securities,
to file reports of ownership on Forms 3, 4 and 5 with the Securities and
Exchange Commission and the New York Stock Exchange. Executive officers,
directors and greater than ten percent stockholders are required by the SEC to
furnish the Company with copies of all Forms 3, 4 and 5 they file.

         Based on the Company's review of the copies of such forms it has
received and on written representations from certain reporting persons that they
were not required to file a Form 5 for the fiscal year, the Company believes
that its executive officers, directors and greater than ten percent stockholders
complied with all Section 16(a) filing requirements applicable to them with
respect to transactions during 1998, except that Robert E. Peterson, who at the
time was an executive officer of the Company, filed a Form 4 in an untimely
manner.

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         Vote Required and Recommendation

         The affirmative vote of a plurality of the votes cast at the annual
meeting will be required for the election of directors. A properly executed
proxy marked "Withhold Authority" with respect to the election of one or more
directors will not be voted with respect to the director or directors indicated,
although it will be counted for purposes of determining whether there is a
quorum. Accordingly, abstentions or broker non-votes as to the election of
directors will not affect the election of the candidates receiving the most
votes.

         The Board of Directors of the Company recommends a vote FOR the
candidates named in this Proxy Statement as directors to hold office until the
expiration of the terms for which they have been nominated and until their
successors are elected and qualified. Should any one or more of these nominees
become unable to serve for any reason before the annual meeting, the Board of
Directors may designate a substitute nominee or nominees, in which event the
persons designated as proxy holders on the enclosed proxy will vote for the
election of such substitute nominee or nominees, or may reduce the number of
members of the Board of Directors.