<PAGE>

                      SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-K

    |X|      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934
                    For fiscal year ended December 31, 1999

                                       OR

  | |      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934
              For the transition period from ________ to _________

                         Commission file Number 0-22741


                            CARRAMERICA REALTY, L.P.
                            ------------------------
             (Exact Name of Registrant as Specified in Its Charter)


             Delaware                                   52-1976308
             --------                                   ----------
   (State or other Jurisdiction or         (I.R.S. Employer Identification No.)
    Incorporation or Organization)

         1850 K Street, N.W.
           Washington, D.C.                                20006
           ----------------                                -----
(Address of Principal Executive Offices)                 (Zip Code)

Registrant's telephone number, Including area code:  (202) 729-7500

Securities registered pursuant to Section 12(b) of the Act: NONE

Securities to be registered pursuant to Section 12(g) of the Act: Units of
Partnership Interest

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No_____

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. |X|

As of March 27, 2000, assuming that each unit of partnership interest has the
same value as a share of common stock of CarrAmerica Realty Corporation (into
which such units may be redeemed) the aggregate market value of the 1,679,241
units of partnership Interest held by non-affiliates of the registrant was
approximately $35.1 million, based upon the closing price of a share of common
stock of CarrAmerica Realty Corporation of $20.8750 on the New York Stock
Exchange composite tape on such date.
<PAGE>

                                     PART 1

Item 1.  BUSINESS

General

CarrAmerica Realty, L.P., a Delaware limited partnership (the "Partnership"),
was organized in March 1996, and its activities include the acquisition,
development, ownership and operation of office properties primarily in select
growth markets across the United States. The Partnership's portfolio, as of
December 31, 1999, consisted of (i) 66 operating properties containing
approximately  6.1 million rentable square feet of space located in Austin,
Denver, Dallas, Salt Lake City, Chicago, Phoenix, San Diego, Seattle, San
Francisco Bay area and Orange County/Los Angeles (the "Properties"), (ii) four
properties under construction that will contain approximately 0.4 million square
feet of office space, and (iii) land that is expected to support the future
development of up to 1.0 million square feet of office space. The Properties
owned as of December 31, 1999 were 97.0% leased as of that date. Each of the
Properties is wholly owned by the Partnership.

The Partnership is managed indirectly by CarrAmerica Realty Corporation, a
Maryland corporation (together with its subsidiaries, including the Partnership,
"CarrAmerica"). CarrAmerica indirectly serves as the sole general partner of the
Partnership and indirectly owned approximately 88% of the units of partnership
interest ("Units") in the Partnership as of December 31, 1999. CarrAmerica is a
real estate investment trust (a "REIT") for federal income tax purposes and its
shares of common stock, $.01 par value per share ("Common Stock"), are listed on
the New York Stock Exchange under the symbol "CRE."

CarrAmerica is a fully integrated, self-administered and self-managed REIT that
focuses primarily on the acquisition, development, ownership and operation of
office properties in select growth markets across the United States. As of
December 31, 1999, CarrAmerica owned a greater than 50% interest in a portfolio
of 271 operating office properties, and 22 properties under construction. These
271 operating properties contain an aggregate of approximately 23 million square
feet of net rentable area and the 22 properties under construction will contain
approximately 1.3 million square feet. The operating properties owned by
CarrAmerica as of December 31, 1999 were 97.4% leased as of that date, with
approximately 2,000 tenants.   For more complete information regarding
CarrAmerica, see CarrAmerica's Annual Report on Form 10-K for the year ended
December 31, 1999 (the "1999 CarrAmerica 10-K").

CarrAmerica and its predecessor, The Oliver Carr Company ("OCCO"), have
developed, owned and operated office buildings in the Washington, D.C.
metropolitan area for more than 37 years. In November 1995, CarrAmerica
announced a strategic alliance with a wholly-owned subsidiary of Security
Capital U.S. Realty (together with Security Capital U.S. Realty, "SC-USREALTY"),
a European real estate operating Company which owns strategic positions in
selected real estate companies in the United States. As of December 31, 1999,
SC-USREALTY owned approximately 42.8% of the outstanding common stock of
CarrAmerica.

CarrAmerica organized and administers the Partnership as a means of acquiring,
developing, owning and operating certain properties within its portfolio. All of
the Partnership's properties, as well as its financial condition and results of
operations, are reported as part of the consolidated properties, financial
condition and results of operations of CarrAmerica. The Partnership is required
to report separately by means of this Annual Report on Form 10-K and other
periodic reports filed with the Securities and Exchange Commission because it is
the guarantor of certain publicly held debt of CarrAmerica. As of December 31,
1999, approximately 24% of the total assets of CarrAmerica were owned by the
Partnership or its subsidiaries.

The Partnership is capitalized through the issuance of Units. CarrAmerica,
through its wholly-owned subsidiary, CarrAmerica Realty GP Holdings, Inc., a
Delaware corporation ("GP Holdings"), serves as the sole general partner of the
Partnership and owned a 1% general partner interest (in the form of Units) in
the Partnership as of December 31, 1999. In addition, CarrAmerica, through its
wholly owned subsidiary, CarrAmerica Realty LP Holdings, Inc., a Delaware
corporation ("LP Holdings"), owned an approximate 87% limited partnership
interest (in the form of Units) in the Partnership as of December 31, 1999. The
remaining Units are owned by persons who received such Units in connection with
the contribution to the Partnership of interests in certain Properties. The
Partnership has 110 employees, including 85 on-site employees.

                                       1
<PAGE>

Business Strategy

The Partnership is an integral part of CarrAmerica, and its operations and
strategic direction are defined by CarrAmerica. CarrAmerica's primary business
objectives are to achieve long-term sustainable per share cash flow growth and
to maximize stockholder value through a strategy of (i) acquiring, developing,
owning and operating office properties primarily in markets throughout the
United States that exhibit strong, long-term growth characteristics and (ii)
maintaining and enhancing a national operating system that provides corporate
users of office space with a mix of products and services to meet their
workplace needs at both the national and local level.

The Partnership's major segment of operation includes real estate property
operations.  Real estate property operations include the ownership of commercial
real estate.  Such operations comprise approximately 97% of the Partnership's
revenues and approximately 92% of the Partnership's assets.  The Partnership's
investment in development operations represents approximately 3% of the
Partnership's assets.

Real Estate Property Operations

Core Markets. CarrAmerica continues to focus its development activities within
its 14 core markets in the United States, which generally possess strong long-
term growth characteristics. Within these markets, CarrAmerica is targeting
specific submarkets in which (i) operating costs for businesses are relatively
low, (ii) long-term population and job growth generally are expected to exceed
the national average, (iii) large, well-educated employment pools exist, and
(iv) barriers to entry exist for new supplies of office space. CarrAmerica has
established a local presence in each of its target markets through its
investment activity and through relationships established by its experienced
Market Managing Directors. CarrAmerica's core markets include the following:
Atlanta, Austin, Chicago, Dallas, Denver, Boca Raton (Florida), Orange
County/Los Angeles, Phoenix, Portland (Oregon), Salt Lake City, San Diego, San
Francisco Bay Area, Seattle and metropolitan Washington, D.C.

CarrAmerica has established for each of its identified 14 core markets a set of
general guidelines and physical characteristics to evaluate investment
opportunities. All investment decisions are driven by real estate research,
focusing on variables such as composition of economic base rate, and composition
of job growth and office space supply and demand fundamentals.

As of December 31, 1999, the distribution of the Partnership's real estate
property operations (on a net rentable square foot basis) was as follows: 52% in
its Central region, primarily in Austin, Dallas and Chicago; 34% in its Mountain
region, primarily in Denver, Salt Lake City and Phoenix; and 14% in its Pacific
region, primarily in Seattle, and the California markets of San Mateo, Orange
County, Los Angeles and San Diego.

Operating Property Acquisitions. In November 1995, CarrAmerica implemented a
major initiative to acquire operating office properties in order to establish
the operating platform for its national business strategy. Between January 1,
1996 and October 31, 1998, CarrAmerica acquired 302 operating properties
containing approximately 20.3 million square feet  resulting in an approximate
550% increase in the total square footage of operating properties in which
CarrAmerica has a majority interest. These properties were acquired for an
aggregate purchase price of approximately $2.5 billion.  Since October 1998,
CarrAmerica has not been focused on acquisitions as a catalyst for growth.

National Operating System.   As part of its business strategy, CarrAmerica has
developed and will continue to enhance a national operating system to provide
nationally coordinated customer service, marketing and development.
CarrAmerica's national operating system consists of three components: (i) a
Market Managing Director Group, currently consisting of 10 Market Managing
Directors focused on developing and maintaining strong local relationships with
CarrAmerica's customers and the brokerage community and identifying investment
opportunities for CarrAmerica; (ii) a National Services Group, which is
dedicated to marketing CarrAmerica's office space to a targeted list of
companies; and (iii) a National Development Group, conducted through an
affiliate, which is responsible for developing office properties, build-to-suit
facilities and business parks.  CarrAmerica's national operating system is
designed to provide corporate users of office space with a mix of products and
services to meet their workplace needs at both the national and local levels.
CarrAmerica believes that through its existing portfolio of operating
properties, property development opportunities and land acquired and currently
held for future development, CarrAmerica can generate incremental demand through
the relocation and expansion needs of many of its customers, both within a
single core market and in multiple core markets.

                                       2
<PAGE>

Market Managing Director Group. The Market Managing Director Group currently
consists of 10 Market Managing Directors who cover the 14 core markets in which
CarrAmerica currently owns properties. These Market Managing Directors are
responsible for maximizing the performance of CarrAmerica's properties in their
markets and ensuring that the needs of CarrAmerica's customers are consistently
being met. Because they meet with CarrAmerica's customers on a regular basis,
Market Managing Directors are cognizant of and responsive to customers'
relocation or expansion needs. The Market Managing Directors have extensive
knowledge of local conditions in their respective markets and, therefore, are
invaluable in identifying attractive investment opportunities in their markets.
In addition, through their contact with customers, Market Managing Directors are
well positioned to help the National Services Group identify customers with new
build-to-suit and multi-market requirements.

National Services Group. The Company established the National Services Group in
1997.  This group is responsible for marketing CarrAmerica's properties, build-
to-suit capabilities and the national scope of CarrAmerica's operations to a
targeted list of major corporate users. The National Services Group acts as a
primary point of contact for national customers, coordinating all of the office
space CarrAmerica offers and giving corporate customers the opportunity to
address their national space requirements efficiently and economically.

National Development Group. The National Development Group is responsible for
developing office properties, build-to-suit facilities and business parks.
CarrAmerica's development team of over 40 professionals consisting of
architects, engineers and construction professionals located across the United
States who have an average of over 15 years of experience developing office
properties. This team of development professionals oversees every aspect of
CarrAmerica's land planning, building design, construction and development of
office properties, ensuring that all projects meet the same high standards and
uniform specifications in building design and systems. CarrAmerica believes that
the National Development Group's expertise has given CarrAmerica a competitive
edge in marketing its facilities and services to customers.

Asset Optimization. As a component of its business strategy, CarrAmerica may
dispose of assets that become inconsistent with its long-term strategic or
return objectives or where market conditions for disposition are favorable.
CarrAmerica then redeploys the proceeds of dispositions into other office
properties (utilizing tax-deferred exchanges where possible). Consistent with
this strategy, CarrAmerica disposed of 63 properties during 1999, containing
approximately 3.8 million square feet for approximately $500.0 million in value.
CarrAmerica recognized a gain of $54.8 million in conjunction with these
transactions. CarrAmerica also may consider disposing of additional properties
or interests in properties, some of which may be significant. CarrAmerica,
however, has agreed with SC-USREALTY to use its reasonable efforts to dispose of
properties through tax-deferred exchanges (and CarrAmerica also is subject to
other similar restrictions with respect to certain properties acquired by the
Partnership and Carr Realty, L.P.), which may limit its flexibility in effecting
dispositions.  In addition, tax laws applicable to REITs restrict CarrAmerica's
ability to dispose of certain properties.

Development Operations

Development of office properties is an important component of CarrAmerica's
growth strategy as attractive acquisition opportunities diminish due to the
influx of capital into the office property market.  CarrAmerica believes that
long-term investment returns resulting from properties it develops generally
will exceed those from properties it acquires, without the assumption of
significantly increased investment risks.  CarrAmerica minimizes its development
risk by employing extensively trained and experienced development personnel, by
avoiding the assumption of entitlement risk in conjunction with land
acquisitions and by entering into guaranteed maximum price (GMP) construction
contracts with seasoned and credible contractors.  Most importantly, CarrAmerica
carefully analyzes the supply and demand characteristics of a core market before
commencing inventory development in the market.  In general, CarrAmerica will
only undertake inventory development (which excludes properties under
construction that have been substantially pre-leased) in markets with strong
real estate fundamentals, and then CarrAmerica generally will construct office
buildings attractive to a wide range of office users.  CarrAmerica's research-
driven development program enables it to tailor its development activities in
each core market, from inventory development, to build-to-suit projects, to
holding land for future development.  During 1999, CarrAmerica placed in service
approximately 3.3 million square feet of office properties.  The total cost of
these development properties was $530.0 million and CarrAmerica expects that the
first year stabilized unleveraged return of these properties will be 11.4%.  As
of December 31, 1999, CarrAmerica had approximately 1.3 million square feet of
office space in 22 development projects underway which are expected to require a
total investment by CarrAmerica of approximately $200.1 million.  As of December
31, 1999, $116.0 million or 58.0% of the total expected investment, had been
expended.

CarrAmerica believes that having a significant land inventory to support future
development provides it with a competitive advantage in responding to customers'
needs for office space in markets with low vacancy rates, barriers to entry for
new

                                       3
<PAGE>

supplies of office space and increasing rental rates.  In addition to its
portfolio of operating properties and projects currently under development,
CarrAmerica owned or controlled, as of December 31, 1999, land in 10 of its core
markets that is expected to support future development of up to 4.5 million
square feet.

Risk Factors

For a discussion of certain risks associated with an investment in CarrAmerica
and the Partnership, see "Item 1-Business The Company-Risk Factors" in the 1999
CarrAmerica 10-K, which information is hereby incorporated by reference.

Financing Activity

The Partnership entered into a joint venture with J.P. Morgan & Co. to purchase
and develop 1201 F Street in downtown Washington, D.C.  J.P. Morgan & Co. has
become a 65% joint venture partner in the partnership that owns the property and
has committed to provide its pro-rata share of the required expected capital of
$71.8 million.  In addition, Bank of America and Mass Mutual have provided or
agreed to provide construction financing and permanent financing for this
project.

During the second quarter of 1999, the Partnership refinanced one loan totaling
$15.0 million at a rate of 7.13% secured by two properties located in Orange
County, California, which resulted in net proceeds to the Partnership of $4.9
million.

Forward-Looking Statements

Certain statements contained herein constitute "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995 (the
"Reform Act").  Such forward-looking statements involve known and unknown risks,
uncertainties and other factors that may cause the actual results, performance
or achievements of CarrAmerica and the Partnership or industry results to be
materially different from any future results, performance or achievements
expressed or implied by such forward-looking statements. Such factors include,
among others, the following: national and local economic, business and real
estate conditions that will, among other things, affect demand for office
properties, availability and creditworthiness of tenants, the level of lease
rents and the availability of financing for both tenants and CarrAmerica and the
Partnership, adverse changes in the real estate markets, including, among other
things, competition with other companies, risks of real estate acquisition and
development (including the failure of pending acquisitions to close and pending
developments to be completed on time and within budget), governmental actions
and initiatives, and environmental/safety requirements.

Item 2.  PROPERTIES

General. As of December 31, 1999, the Partnership owned 66 operating office
properties ranging from two to 12 stories each, located in 10 target markets
across the United States. As of December 31, 1999, the Partnership also owned
four office properties under development. Except as disclosed in "Item 7.
Management's Discussion and Analysis of Financial Condition and Results of
Operations - Liquidity and Capital Resources," the Partnership has no immediate
plans to renovate its operating office properties other than for routine capital
maintenance. The Partnership believes its properties are adequately covered by
insurance. The Partnership believes that, as a result of CarrAmerica's national
operating system, market research capabilities, access to capital, and
experience as an owner, operator and developer of office properties, the
Partnership will continue to be able to identify and consummate acquisition and
development opportunities and to operate its portfolio more effectively than
competitors without such capabilities. The Partnership, however, competes in
many of its core markets with other real estate operators, some of which may
have been active in such markets for a longer period than the Partnership.

                                       4
<PAGE>

The following table sets forth certain information about each operating property
owned by the Partnership as of December 31, 1999:


<TABLE>
<CAPTION>
                                                                           Average
                                                                Total       Base
                                            Net               Annualized    Rent
                                          Rentable               Base        Per
                                            Area                Rent(3)    Leased
                                # of      (square    Percent      (in      Square
Property                       Buildings  feet)(1)  Leased(2)  thousands)  Foot(4)  Significant Tenants(5)
--------                       ---------  --------  ---------  ----------  -------  ----------------------
Consolidated Properties
-----------------------
<S>                            <C>        <C>       <C>        <C>         <C>      <C>
Southern California,
Orange County/Los Angeles:
 South Coast Executive Center      2       161,787       89.6       3,216    22.19   State Compensation Insurance Fund (33%)
 2600 W. Olive                     1       144,831      100.0       3,685    25.44   The Walt Disney Company (89%)
 Bay Technology Center             2       107,481      100.0       1,393    12.96   AMRESCO (100%)

San Diego:
    Jaycor                         1       105,358      100.0       1,762    16.73   Jaycor, Inc. (100%)

Northern California,
San Francisco Bay Area:
 San Mateo I                       1        70,000      100.0       2,562    36.60   Franklin Resources (100%)
 San Mateo II and III              2       141,404       98.9       4,464    31.92   Women.com Networks (38%),
                                                                                     Franklin Resources, Inc. (30%)
Seattle:
 Canyon Park Commons               1        95,290      100.0       1,342    14.08   Safeco Insurance Company of America (100%)

Austin:
 Great Hills Plaza                 1       135,333      100.0       2,637    19.49   Empire Funding (74%), Blue Cross (12%)
 Balcones Center                   1        74,978       76.2         880    15.40   Medianet (29%)
 Park North                        2       132,744       96.5       2,129    16.62   CSC Continuum Inc. (28%),
                                                                                     Brent Rauht Engineering, Inc. (26%)
 City View Centre                  3       136,183      100.0       2,357    17.31   Holt, Rinehart & Winston (48%),
                                                                                     Money Star Communications (47%)
 Riata 2, 4, 5, 6, 8, 9            6       519,313       98.9       8,004    15.59   Lucent Technologies (35%), Janus Capital
                                                                                     Corporation (28%), Pervasive Software (13%)
 Tower of the Hills                2       166,034       96.7       2,784    17.34   Texas Guaranteed Student (65%)
 City View Center                  1       128,716      100.0       2,073    16.10   IXC Communications, Inc. (100%)
 Riata Crossing 1, 2, 3            3       265,177      100.0       4,993    18.83   EDS (100%)

Chicago:
 Bannockburn I & II                2       210,257       88.8       2,804    15.01   IMC Global (38%), Deutsche Credit
                                                                                     Corporation. (12%)
 Bannockburn IV                    1       108,469      100.0       1,678    15.47   Open Text (35%), Abbott Laboratories (13%),
                                                                                     NY Life Insurance (10%)

Dallas:
 Quorum North                      1       116,044       88.4       1,953    19.03   Digital Matrix Systems (20%), HQ Dallas
                                                                                     Quorum North (17%)
 Quorum Place                      1       178,210       97.5       3,130    18.00   VHASouthwest, Inc. (22%), Objectspace (11%)
 Cedar Maple Plaza                 3       113,127       95.6       2,138    19.78   Avreafoster, Inc. (10%)
 Two Mission Park                  1        77,710       96.9       1,201    15.94   Macromedia, Inc. (33%), Bland Garvey and
                                                                                     Taylor (18%)
 5000 Quorum                       1       159,712       96.8       2,830    18.31   Decision Consultants, Inc. (10%)
 Royal Ridge A & B                 2       247,239      100.0       4,457    18.03   GTE North, Inc. (59%),
                                                                                     Cendant Operations (16%),
                                                                                     Capital One Services, Inc. (15%)
 Commons at Las Colinas 1, 3       2       380,764      100.0       9,380    24.64   Nokia (100%)
</TABLE>



                                       5
<PAGE>

<TABLE>
<CAPTION>
                                                                           Average
                                                                Total       Base
                                            Net               Annualized    Rent
                                          Rentable               Base        Per
                                            Area                Rent(3)    Leased
                                # of      (square    Percent      (in      Square
Property                       Buildings  feet)(1)  Leased(2)  thousands)  Foot(4)  Significant Tenants(5)
--------                       ---------  --------  ---------  ----------  -------  ----------------------
<S>                            <C>        <C>       <C>        <C>         <C>      <C>
Denver:
 Harlequin Plaza                   2       329,100       88.6       4,848    16.62  Travelers Insurance (23%),
                                                                                    Bellco First Federal Credit Union (13%),
                                                                                    Regis University (11%)
 Quebec Court I                    1       130,000      100.0       2,014    15.50  Time Warner Communications (100%)
 Quebec Court II                   1       157,294      100.0       2,162    13.75  Tele-Communications, Inc. (100%)
 Quebec Center                     3       106,865       98.3       1,732    16.49  Gordon Gumeson & Associates (13%),
                                                                                    Walberg & Dagner (11%)
 Panorama Corporate Center I       1       100,881       93.2       1,901    20.22  AT&T Corporation (70%),
                                                                                    Sprint Spectrum, LP (11%)
 Panorama II                       1       100,916      100.0       2,147    21.28  Hartford Fire Insurance Company (38%),
                                                                                    3COM Corporation (18%),
                                                                                    Toyota Motor Credit Corporation (13%),
                                                                                    Archstone Communities (12%)
Phoenix:
 US West                           4       532,506      100.0       8,795    16.52   US West Business Resources (100%)
 Concord Place                     1       133,555       78.8       2,276    21.63   Peacock, Hislop, Staley & Given (16%)

Salt Lake City:
 Sorenson Research Park            5       285,869       99.7       3,436    12.06   Convergys Customer Management Group (46%),
                                                                                     Datachem Laboratories, Inc. (20%),
                                                                                     Intel Corporation (14%),
                                                                                     ITT Educational Services (12%)
 Wasatch Corporate Center          3       178,231      100.0       2,129    11.95   Advanta Financial Corporation (28%),
                                                                                     Achieve Global, Inc. (23%),
                                                                                     Fonix Corporation. (14%),
                                                                                     Tenfold Corporation (14%),
                                                                                     Musicians Friend, Inc. (12%)
 Wasatch Corporate Center 18       1        49,886       98.2         710    14.50   Citrix Systems (51%),
                                                                                     Western Aggregates, Inc. (38%),
                                                                                     Sprint Paranet, Inc. (10%)
                                   -     ---------      -----    --------   ------

TOTAL CONSOLIDATED PROPERTIES:    66     6,081,264               $106,002
                                  --     ---------               --------
WEIGHTED AVERAGE                                         97.0%              $17.97
                                                        -----               ------
</TABLE>
______________
(1)  Includes office and retail space but excludes storage space.
(2)  Includes space for leases that have been executed and have commenced as of
     December 31, 1999.
(3)  Total annualized base rent equals total original base rent, including
     historical contractual increases and excluding (i) percentage rents,
     (ii) additional rent payable by tenants such as common area maintenance,
     real estate taxes and other expense reimbursements, (iii) future
     contractual or contingent rent escalations, and (iv) parking rents.
(4)  Calculated as total annualized base rent divided by net rentable area
     leased.
(5)  Includes tenants leasing 10% or more of rentable square footage (with the
     percentage of rentable square footage in parentheses).

                                       6
<PAGE>

Occupancy, Average Rentals and Lease Expirations. As of December 31, 1999, 97.0%
of the aggregate net rentable square footage in the Partnership's 66 operating
office properties was leased. The following table sets forth the percent leased
and average annualized rent per leased square foot (excluding storage space) for
office and retail space combined for the past three years at each of the dates
indicated:


<TABLE>
<CAPTION>
                                              Average
                         Percent          Annualized Rent          Number of
                        Leased at           Per Leased            Consolidated
   December 31,         Year End          Square Foot (1)          Properties
------------------   ---------------   ---------------------   -----------------
<S>                  <C>               <C>                     <C>
      1999                 97.0%               $20.76                  66
      1998                 96.8                 19.33                  59
      1997                 96.4                 17.10                  53
</TABLE>
_____________________
(1)  Calculated as total annualized building operating revenue, including tenant
     reimbursements for operating expenses and excluding parking and storage
     revenue, divided by the total square feet, excluding storage, in the
     building under lease at year end.

     The following table sets forth a schedule of the lease expirations for
leases in place as of December 31, 1999 in each of the next ten years beginning
with 2000 and thereafter for the Partnership's 66 operating office properties,
assuming that no tenants exercise renewal options:


<TABLE>
<CAPTION>
                                  Net              Annual           Percent of
                 Number of    Rentable Area       Base Rent        Total Annual
                  Tenants      Subject to          Under            Base Rent
     Year           With        Expiring          Expiring         Represented
   of Lease       Expiring      Leases(1)          Leases          by Expiring
  Expiration       Leases     (square feet)    (in thousands)         Leases
--------------------------------------------------------------------------------
<S>              <C>          <C>              <C>               <C>
2000                 103         384,536           $10,009              9.4%
2001                 106         637,541            10,211              9.6
2002                 113       1,111,192            21,409             20.2
2003                  99         720,627            12,309             11.6
2004                  79         909,959            16,281             15.4
2005                   4         225,435             2,607              2.5
2006                  11         168,334             2,530              2.4
2007                  14         650,603            10,468              9.9
2008                  23         442,472             6,703              6.3
2009                   6         567,569            12,278             11.6
2010 and thereafter    6          80,713             1,197              1.1
</TABLE>
______________________
(1)  Excludes approximately 182,000 square feet of space that was vacant as of
     December 31, 1999.

                                       7
<PAGE>

Mortgage Financing. As of December 31, 1999, certain of the Partnership's 66
operating office properties were subject to fixed rate mortgage indebtedness in
an aggregate principal amount of $185.1 million. The Partnership's fixed rate
mortgage debt bears an effective weighted average interest rate of 8.08% and a
weighted average maturity of 6.6 years (assuming loans callable before maturity
are called as early as possible). Certain information regarding fixed rate
mortgage indebtedness is set forth in the table below as of December 31, 1999:

<TABLE>
<CAPTION>


                                                                                                                      Estimated
                                                                                                                       Balance
                                                                 Principal                     Annual Debt             Due at
                                                                  Balance        Maturity       Service               Maturity
Property                                       Interest Rate   (in thousands)     Date       (in thousands)        (in thousands)
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                            <C>             <C>               <C>             <C>                <C>
Quorum Place                                       6.99%           $  7,450      11/15/00                $   665        $ 7,326 (1)
Bannockburn I & II                                 9.52              18,595       8/31/01                  2,801         16,840 (1)
Quorum North                                       8.27               6,465      12/10/01                    640          6,247 (1)
Jaycor                                             8.96              12,199        2/1/03                  1,657         10,206 (1)
Canyon Park Commons                                9.13               5,405       12/1/04                    714          4,043 (1)
US West                                            7.92              48,251       12/1/05                  9,915             --
Concord Place                                      7.75               7,509        1/1/06                    725          6,420 (1)
Wasatch Corporate Center                           8.15              12,458        1/2/07                  1,220         10,539 (1)
2600 West Olive                                    6.75              19,152        1/1/09                  1,293         19,152 (1)
South Coast Executive Center                       7.13              15,000       6/10/09                  1,069         12,660 (1)
Harlequin Plaza and Quebec Court I & II (2)        8.50              28,545       5/31/11                  2,899         19,586 (1)
Sorenson Research Park                             7.75               2,488        7/1/11                    328             --
Sorenson Research Park                             8.88               1,608        5/1/17                    182             --
                                               ----------        -----------      -------              ----------
Total                                              8.08%           $185,125                              $24,108
                                               ==========        ===========                           ==========
</TABLE>
____________________
(1)  Currently prepayable at the rates stated in the loan documents.
(2)  Payable to CarrAmerica.


For additional information regarding the Partnership's office properties and its
operations, see "Item 1, Business."

Item 3.  LEGAL PROCEEDINGS

The Partnership is party to a variety of legal proceedings arising in the
ordinary course of its business. All of these matters, taken together, are not
expected to have a material adverse impact on the Partnership.

Item 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

                                       8
<PAGE>

                                    PART II

Item 5:  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

There is no established public trading market for the Units. As of December 31,
1999, there were 30 holders of record of Units. As of December 31, 1999, there
were no options or warrants to purchase Units outstanding. In addition, as of
December 31, 1999, there were no Units that were being, or have been publicly
proposed to be, publicly offered by the Partnership.

Each Unit held by persons other than GP Holdings or LP Holdings is (subject to
certain holding period limitations) redeemable for cash equal to the value of a
share of common stock of CarrAmerica or, at the option of GP Holdings, common
stock of CarrAmerica on a one-for-one basis. For a presentation of the high and
low trading prices of CarrAmerica's common stock for the last two years, see
"Item 5 -- Market for Registrant's Common Equity and Related Stockholder
Matters" in the 1999 CarrAmerica 10-K, which information is hereby
incorporated by reference.

The Partnership has made regular quarterly distributions of $0.4625 per Class A
Unit throughout 1999 and 1998, and $0.4375 per Class A Unit during 1997. The
distributions are prorated where appropriate to reflect ownership of Units for
less than the full period to which such distribution relates.  The Partnership's
ability to make distributions depends on a number of factors, including its net
cash provided by operating activities, capital commitments and debt repayment
schedules. Holders of Units are entitled to receive distributions when, as and
if declared by the Board of Directors of GP Holdings, its sole general partner,
out of any funds legally available for that purpose.

Item 6.  SELECTED FINANCIAL DATA

The following table sets forth selected financial and operating information for
the Partnership as of and for the years ended December 31, 1999, 1998, 1997, and
the period ending December 31, 1996.

The following selected financial and operating information should be read in
conjunction with "Management's Discussion and Analysis of Financial Condition
and Results of Operations" included in this Form 10-K and the financial
statements and notes thereto included in this Form 10-K.

<TABLE>
<CAPTION>
                                                                                                                March 6, 1996
                                                    Year Ended         Year Ended         Year Ended         (date of inception)
                                                 December 31, 1999  December 31, 1998  December 31, 1997  through December 31, 1996
                                                 -----------------  -----------------  -----------------  -------------------------
                                                                  (amounts in thousands except Other Data)
<S>                                                  <C>                <C>                <C>                  <C>
Operating Data:
 Real estate operating revenue                              $  127,330         $  104,614         $   60,469         $  13,376
 Real estate operating expenses:
  Property operating expenses                                   41,344             34,167             25,804             6,546
  Interest expense                                              20,545             16,508              6,792             1,475
  General and administrative expenses                            6,239              6,365              3,473               680
  Depreciation and amortization                                 32,820             23,877             13,146             3,148
 Real estate operating income                                   26,382             23,697             11,254             1,527
 Net income                                                     31,814             32,869             16,693             1,556
 Cash distributions paid to Unit holders                         2,277              2,277              1,124             2,050
Balance Sheet Data (at period end):
 Real estate, before accumulated depreciation               $  815,967         $  762,580         $  624,085           238,073
 Total assets                                                  829,199            779,615            636,568           241,217
 Mortgages and notes payable                                   325,875            328,945            241,715            51,744
 Total Unit holders' (partners') capital                       456,344            426,807            377,632           180,933
Other Data (at period end):
 Number of properties                                               66                 59                 53                25
 Square footage                                              6,081,000          5,356,000          4,730,000         2,295,000
</TABLE>

                                       9
<PAGE>

Item 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

The following discussion is based primarily on the Consolidated Financial
Statements of the Partnership as of December 31, 1999 and 1998, and for the
years ended December 31, 1999 and 1998 and 1997. The comparability of the
periods is impacted by acquisitions and dispositions made during 1999, 1998 and
1997.  The Partnership owned 53 properties by December 31, 1997, 59 properties
by December 31, 1998, and 66 properties by December 31, 1999. This information
should be read in conjunction with the accompanying consolidated financial
statements and notes thereto.

The Partnership's reportable operating segment is real estate property
operations.  Other business activities and operating segments that are not
reportable are included in other operations.


RESULTS OF OPERATIONS - 1999 TO 1998

Real Estate Property Operations

Operating Revenue. Total real estate operating revenue increased $22.5 million,
or 22.3%, to $123.5 million for 1999 as compared to $101.0 million for 1998. The
Partnership experienced net growth in its rental revenue as a result of its
acquisitions and development properties placed in service, which together
contributed approximately $17.5 million of additional rental revenue in 1999.
Rental revenue from properties that were fully operational throughout both
periods increased by approximately $5.0 million primarily due to lease
termination fees and increased occupancy in these properties from 96.1% to
96.3%.

Segment Expense. Real estate property operating expenses increased $7.1 million
to $41.3 million in 1999 from $34.2 million in 1998.  The Partnership
experienced net growth in its segment expense primarily as a result of property
acquisitions, and development properties placed in service, which together
contributed approximately $5.2 million of additional expense in 1999.  The
Partnership also experienced an increase in property operating expenses from
properties that were fully operational in both periods of approximately $1.9
million.

Interest Expense. Interest expense increased $1.0 million primarily due to the
full year effect on interest expense of properties acquired during 1998.

Other Operations

Operating Revenue. Operating revenue increased $0.2 million to $3.8 million for
1999 as compared to $3.6 million for 1998, primarily as a result of an increase
in cost reimbursements from an affiliate for services provided.

Segment Expenses. Segment expenses remained at $6.3 million for 1999.

Interest Expense. The $3.0 million increase in the Partnership's interest
expense is primarily related to a $44.0 million increase in average outstandings
under the CarrAmerica revolving line of credit resulting from acquisitions
completed in 1998 and development expenditures in 1998 and 1999.

RESULTS OF OPERATIONS - 1998 TO 1997

Real Estate Property Operations

Operating Revenue. Total real estate operating revenue increased $43.2 million,
or 74.7%, to $101.0 million for 1998 as compared to $57.8 million for 1997. The
Partnership experienced net growth in its rental revenue as a result of its
acquisitions and development properties placed in service, which together
contributed approximately $39.1 million of additional rental revenue in 1998.
Rental revenue from properties that were fully operational throughout both
periods increased by approximately $4.1 million primarily due to increased
occupancy in these properties.

Segment Expense. Real estate property operating expenses increased $8.4 million
to $34.2 million in 1998 from $25.8 million in 1997.  The Partnership
experienced net growth in its segment expense primarily as a result of property
acquisitions, and development properties placed in service, which together
contributed approximately $7.7 million of additional expense in 1998.  The
Partnership also experienced an increase in property operating expenses from
properties that were fully operational in both periods of approximately $0.7
million.

                                       10
<PAGE>

Interest Expense. Interest increased $5.9 million due to the acquisition of
properties during 1998 which were subject to existing mortgage debt.

Other Operations

Operating Revenue. Operating revenue increased $.9 million to $3.6 million for
1998 as compared to $2.7 million for 1997, primarily as a result of an increase
in cost reimbursements from an affiliate for services provided.

Segment Expenses. Segment expenses increased $2.8 million, to $6.3 million for
1998 as compared to $3.5 million for 1997, primarily as a result of the addition
of staff necessary to implement the Partnership's business strategy.

Interest Expense. The $3.8 million increase in the Partnership's interest
expense is primarily related to borrowings on CarrAmerica's line of credit
necessary to fund acquisitions and development commitments.


LIQUIDITY AND CAPITAL RESOURCES

The Partnership's total indebtedness at December 31, 1999 was $325.9 million, of
which $140.8 million, or 43.2%, bore a LIBOR-based floating interest rate or
Federal Funds rate. The Partnership's mortgage payable fixed rate indebtedness
bore an effective weighted average interest rate of 8.1% at December 31, 1999
and had a weighted average term to maturity of 6.6 years. At December 31, 1999,
the Partnership's total assets were $829.2 million. The Partnership's debt as a
percentage of total assets was 39.3% at December 31, 1999. CarrAmerica has a
$450.0 million unsecured credit facility, of which $103.3 million was available
for draw as of December 31, 1999 under which the Partnership is jointly and
severally liable. The weighted average interest rate under the unsecured credit
facility for 1999 was 6.5%. Currently, the unsecured credit facility bears
interest at 90 basis points over LIBOR.

The Partnership will require capital to invest in its existing portfolio of
operating assets for major capital projects such as large-scale renovations,
routine capital expenditures and deferred maintenance on certain properties
recently acquired and tenant related capital expenditures, such as tenant
improvements and allowances and leasing commissions. The Partnership's capital
requirements for tenant related capital expenditures are dependent upon a number
of factors, including square feet of expiring leases, tenant retention ratios
and whether the expiring leases are in central business district properties or
suburban properties.  During 2000, the Partnership has 384,536 square feet of
leases expiring, representing 6.5% of total leased space.

The Partnership will require capital for development projects currently underway
and planned for in the future. As of December 31, 1999, the Partnership had four
development properties under construction, which are expected to require a total
investment by the Partnership of $66.4 million. As of December 31, 1999, the
Partnership had expended $27.7 million of these costs.

The Partnership intends to use cash flow from operations, CarrAmerica's
unsecured revolving line of credit facility and the proceeds from the
disposition of assets to meet its working capital needs for its existing
portfolio of operating assets.  The Partnership anticipates that adequate cash
will be available to fund its operating and administrative expenses, continuing
debt service obligations, the payment of distributions in both the short term
and long term. Management believes that the Partnership will have access to the
capital resources necessary to expand and develop its business.  However, the
Partnership's ability to access additional capital necessary to support the
current development program is largely dependent on CarrAmerica's ability to
access additional capital.  Current market conditions make CarrAmerica's
traditional sources of such capital, the equity and public debt markets,
currently unattractive.  CarrAmerica believes that the alternative sources,
namely refinancings, joint ventures and asset dispositions, will provide it with
the necessary capital until such time as the equity and public debt markets
improve.  However, there can be no assurance that such an improvement will occur
in the near term.  If CarrAmerica is not able to access capital at attractive
rates and the Partnership is not able to meet its cash requirements through its
traditional means, it may have to rely on working capital advances from
CarrAmerica at a time when CarrAmerica's cost of capital causes such advances to
be made at unattractive rates.  As of December 31, 1999, the Partnership had
cash of $10.5 million, of which $2.2 million was restricted.

Net cash provided by operating activities was $71.8 million during 1999,
compared to $45.1 million during 1998. The increase in net cash provided by
operating activities was primarily a result of an increase in amounts due to
affiliates.  The Partnership's investing activities used approximately $61.4
million and $128.0 million during 1999

                                       11
<PAGE>

and 1998, respectively. The Partnership's investment activities included the
acquisitions of rental property, additions to land held for future development
and additions to construction in progress totaling approximately $89.6 million
during 1999, as compared to $183.2 million during 1998. Additionally, the
Partnership invested approximately $8.0 million and $19.3 million in its
existing real estate assets during 1999 and 1998, respectively. Net of
distributions to the Partnership's partners, the Partnership's financing
activities used net cash of $3.1 million and provided net cash of $84.9 million
during 1999 and 1998, respectively.

The Partnership's distributions are paid quarterly. Amounts accumulated for
distribution are primarily invested by the Partnership in short-term investments
that are collateralized by securities of the United States Government or certain
of its agencies.

YEAR 2000 COMPLIANCE

          The Year 2000 issue is the risk that computer programs using two-digit
date fields will fail to properly recognize the Year 2000, with the result being
business interruptions due to computer system failures by CarrAmerica's software
or hardware or by government entities, service providers and vendors.

          With the assistance of a consulting firm and CarrAmerica's Steering
Committee, CarrAmerica completed its assessment of the exposure to Year 2000
issue and successfully remediated areas of exposure.  As of December 31, 1999,
CarrAmerica had incurred approximately $2.75 million in costs for its Year 2000
program.  CarrAmerica currently estimates that it will incur additional costs,
which are not expected to exceed  $0.1 million, to complete its Year 2000
compliance work.  To the date of this report, CarrAmerica has not encountered
any significant business interruptions or material adverse financial
consequences related to the Year 2000 issue.  However, there can be no
assurances that CarrAmerica will not encounter material business interruptions
or adverse financial consequences subsequent to the date of this report.

ACQUISITION AND DEVELOPMENT ACTIVITY

The following is a discussion of the Partnership's acquisition and development
activity during 1999. A more detailed discussion can be found in "Item 1.
Business--Recent Developments".

During 1999, the Partnership acquired two parcels of land for an aggregate
purchase price of $3.4 million that is expected to support the development of
approximately 321,000 square feet.

As of December 31, 1999, the Partnership had four office properties under
construction: approximately 114,000 square feet in its Mountain region and
approximately 286,000 square feet in its Central region. $38.7 million is
expected to be expended for completion of these four properties.

Costs incurred during 1999 for all properties being constructed were $83.1
million.

Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Increases in interest rates would increase the Partnership's interest expense,
which would adversely affect cash flow.  As of December 31, 1999, the
Partnership has $140.8 million outstanding under its line of credit that bears
interest at a floating rate and $185.1 million of additional fixed rate mortgage
debt.  These mortgage loans mature at various times through 2017.  This amount
includes a $28.5 million note due to CarrAmerica which matures in 2011.

                                       12
<PAGE>

The Partnership's future earnings, cash flow and fair values relevant to
financial instruments are dependent upon prevailing market rates.  Market risk
is the risk of loss from adverse changes in market prices and interest rates.
The Partnership manages its market risk by matching projected cash inflows from
operating activities, financing activities and investing activities with
projected cash outflows to fund debt payments, acquisitions, capital
expenditures, distributions, and other cash requirements.  The Partnership does
not enter into derivative financial instruments to manage its market risk or for
trading purposes.

If the market rates of interest on the Partnership's variable rate debt change
by 10% (or approximately 56 basis points) the Partnership's interest expense
would change by approximately $0.8 million, assuming the amount outstanding
under the variable rate facility remains at $140.8 million, the balance at
December 31, 1999.  Furthermore, book value of this variable interest credit
facility approximates market value at December 31, 1999.

A change in interest rates generally does not impact future earnings and cash
flows for fixed rate debt instruments, but as fixed rate debt matures and if
additional debt is acquired to fund the repayments under maturing facilities,
future earnings and cash flows may be impacted by changes in interest rates.
This impact would be realized in the periods subsequent to debt maturities.  The
following is a summary of the fixed rate debt maturities (in thousands):

<TABLE>
<S>                                <C>
2000.............................       $ 16,249
2001.............................         32,584
2002.............................          9,910
2003.............................         20,601
2004.............................         15,574
2005 & thereafter ...............         90,207
                                        --------
                                        $185,125
                                        ========
</TABLE>

Assuming the repayments of fixed rate mortgages and the note to CarrAmerica are
made in accordance with the terms and conditions of the respective mortgages and
the note, a 10 percent change in the market interest rate for the respective
fixed rate debt instruments would change the fair value of the Partnership's
fixed rate debt by approximately $5.7 million. The fair market value of the
fixed rate debt instruments at December 31, 1999 was $190.2 million.

Item 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The financial statements and supplementary data included in this Annual Report
on Form 10-K are listed in Part IV. Item 14(a).

Item 9.  CHANGE IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

None.

                                       13
<PAGE>

                                    PART III

Item 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The Partnership has no directors or executive officers. The Partnership is
managed by GP Holdings, as the sole general partner of the Partnership. The
following table sets forth certain information with respect to the directors and
executive officers of GP Holdings:
<TABLE>
<CAPTION>

Name                  Age  Positions and Offices Held
----                  ---  -----------------------------------------------
<S>                   <C>  <C>

Thomas A. Carr......   41  President and Director
Philip L. Hawkins...   44  Executive Vice President, and Director
Richard F. Katchuk..   53  Executive Vice President, CFO and Treasurer,
                             and Director
</TABLE>

CarrAmerica is the sole stockholder of GP Holdings. The additional information
required by this item with respect to directors and executive officers of
CarrAmerica and GP Holdings is hereby incorporated by reference to the material
appearing under the heading "Election of Directors (Proposal 1)," in
CarrAmerica's definitive proxy statement for the annual meeting of its
stockholders to be held on May 4, 2000 (the "1999 CarrAmerica Proxy Statement")
and under the headings "Item 1. Business-The Company-Directors of the Company"
and "-Executive Officers and Certain Key Employees of the Company," in the 1999
CarrAmerica 10-K, which information is hereby incorporated by reference.

Item 11.  EXECUTIVE COMPENSATION

The Partnership has no directors or executive officers. The Partnership is
managed by GP Holdings, as the sole general partner of the Partnership. GP
Holdings has not paid any compensation to its directors or officers. CarrAmerica
is the sole stockholder of GP Holdings. The information required by this item
with respect to CarrAmerica's executive officers is hereby incorporated by
reference to the material appearing in the 1999 CarrAmerica Proxy Statement
under the heading "Executive Compensation", which information is hereby by
reference.

Item 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information, as of March 9, 2000, regarding the
beneficial ownership of Units by each person known by the Partnership to be the
beneficial owner of more than five percent of the Partnership's outstanding
Units. As of March 9, 2000, no director or executive officer of GP Holdings or
CarrAmerica beneficially owned any Units. Each entity named in the table has
sole voting and investment power with respect to all Units shown as beneficially
owned by such person, except as otherwise set forth in the notes to the table.
<TABLE>
<CAPTION>

Name and Business                         Number of     Percent of
Address of Beneficial Owner                 Units        Units (1)
--------------------------------------  --------------  -----------
<S>                                     <C>             <C>
CarrAmerica Realty Corporation........  12,694,202 (2)     88.4%
CarrAmerica Realty LP Holdings, Inc...  12,550,582         87.4%
 1850 K Street, N.W.
 Washington, D.C.  20006
</TABLE>
___________________
(1) Based on 14,362,972 Units outstanding as of March 9, 2000.
(2) Includes 12,550,582 Units held by LP Holdings and 143,622 Units held by GP
    Holdings, each of which is a wholly owned subsidiary of CarrAmerica.

Item 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

CarrAmerica Realty Services, Inc. ("CARSI"), a wholly owned subsidiary of
CarrAmerica, provides management and leasing services to all of the office
properties owned by the Partnership. During 1999, 1998 and 1997, respectively,
the Partnership incurred management fees of $3.8 million, $3.0 million and $1.9
million, respectively, for services performed by CARSI. Additionally, CARSI
reimburses the Partnership for certain services the Partnership's personnel
provide to CARSI. These reimbursements amounted to $3.5 million and $2.9 million
in 1999 and 1998, respectively. CarrAmerica Development, Inc.("CADI"), also
reimbursed the Partnership $0.3 million in 1998 and $0.7 million in 1997 for
certain services the Partnership provided to CADI.

                                       14
<PAGE>

Item 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

      (a)(1)   Financial Statements

          Reference is made to the Index to Financial Statements and Schedule on
          page F-1 of this Form 10-K.

      (a)(2) Financial Statement Schedules

          Reference is made to the Index to Financial Statements and Schedule on
          page F-1 of this Form 10-K.

      (a)(3) Exhibits

          4.1  Second Amended and Restated Agreement of Limited Partnership of
               the Partnership, dated May 9, 1997 (incorporated by reference to
               Exhibit 10.1 to  CarrAmerica's Quarterly Report on Form 10-Q for
               the quarter ended March 31, 1997).

          4.2  First Amendment to Second Amended and Restated Agreement of
               Limited Partnership, dated October 6, 1997 (incorporated by
               reference to Exhibit 10.2 to
               CarrAmerica's Annual Report on Form 10-K for the year ended
               December 31, 1997).

          4.3  Second Amendment to Second Amended and Restated Agreement of
               Limited Partnership, dated October 6, 1997 (incorporated by
               reference to Exhibit 10.3 to
               CarrAmerica's Annual Report on Form 10-K for the year ended
               December 31, 1997).

          4.4  Third Amendment to Second Amended and Restated Agreement of
               Limited Partnership, dated October 6, 1997 (incorporated by
               reference to Exhibit 10.3 to
               CarrAmerica's Annual Report on Form 10-K for the year ended
               December 31, 1997).

          4.5  Fourth Amendment to Second Amended and Restated Agreement of
               Limited Partnership, dated December 31, 1998 (incorporated by
               reference to Exhibit 10.5 to CarrAmerica's Annual Report on Form
               10-K for the year ended December 31, 1998).

          4.6  Indenture, dated as of July 1, 1997, by and among CarrAmerica, as
               Issuer, the Partnership, as Guarantor, and Bankers Trust Company,
               as Trustee, relating to CarrAmerica's 7.20% Notes due 2004 and
               7.375% Notes due 2007 (incorporated by reference to Exhibit 4.1
               to CarrAmerica's Quarterly Report on Form 10-Q for the quarter
               ended June 30, 1997).

          4.7  Indenture, dated as of February 23, 1998, by and among
               CarrAmerica, as Issuer, the Partnership, as Guarantor, and
               Bankers Trust Company, as Trustee, relating to
               CarrAmerica's 6.625% Notes due 2005 and 6.875% Notes due 2008
               (incorporated by reference to Exhibit 4.2 to CarrAmerica's
               Annual Report on Form 10-K for the year
               ended December 31, 1997).

          4.8  Indenture, dated as of October 1, 1998, by and among
               CarrAmerica, as Issuer, the Partnership, as Guarantor, and
               Bankers Trust Company, as Trustee (incorporated by reference to
               Exhibit 4.1 to the CarrAmerica's Current Report on Form 8-K
               filed on October 2, 1998).

          10.1 Stockholders Agreement, dated April 30, 1996, by and among
               CarrAmerica, Carr Realty, L.P., Security Capital Holdings, S.A.
               and Security Capital U.S. Realty
               (incorporated by reference to Exhibit 2.2 of Security Capital
               U.S. Realty's Schedule 13D dated April 30, 1996).

          10.2 Third Amended and Restated Credit Agreement, dated August 27,
               1998, by and among CarrAmerica, Carr Realty, L.P., the
               Partnership, Morgan Guaranty Trust Company of New York,
               Commerzbank Aktiengesellschaft, New York Branch, NationsBank,
               N.A., Wells Fargo Bank, National   Association, Bank of America
               National Trust and Savings Association, and the other banks
               listed therein (incorporated by reference to Exhibit 10.1 to
               CarrAmerica's Annual Report on Form 10-Q for the quarter
               ended September 30, 1998).

                                       15

<PAGE>

          10.3 Agreements of Purchase and Sale and Contribution Agreement
               dated September 30, 1997 by and among the Partnership,
               Phoenixwest Associates, Ltd., Versailles Associates Limited
               Partnership, Lakeview 436 Associates Ltd., Pines Realty
               Associates, Ltd., and certain other parties thereto
               (incorporated by reference to Exhibit 10.3 to the CarrAmerica's
               Annual Report on Form 10-K for the year ended December 31,
               1998).

          21.1 List of Subsidiaries.

          23.1 Consent of KPMG LLP, dated March 30, 2000.

          27   Financial Data Schedule.

          99.1 Certificate of Incorporation of CarrAmerica GP Holdings, Inc.
               (incorporated by reference to Exhibit 99.1 to the
               Partnership's Registration Statement on Form 10/A, filed on
               October 1, 1997 (File No. 0-22741)).

          99.2 Bylaws of CarrAmerica GP Holdings, Inc. (incorporated by
               reference to Exhibit 99.2 to the Partnership's Registration
               Statement on Form 10/A, filed on October 1, 1997 (File No. 0-
               22741).

          99.3 "Item 1-Business-The Company-Risk Factors," from CarrAmerica's
               Annual Report on Form 10-K for the year ended December 31, 1999.

          99.4 "Item 5-Market for Registrant's Common Equity & Related
               Stockholder Matters," from CarrAmerica's Annual Report on Form
               10-K for the year ended December 31, 1999.

          99.5 "Election of Directors (Proposal 1)," from CarrAmerica's Proxy
               Statement to be delivered to CarrAmerica's stockholders in
               connection with CarrAmerica's 2000 Annual Meeting of
               Stockholders.

          99.6 "Item 1-Business-The Company-Directors of the Company," from
               CarrAmerica's Annual Report on Form 10-K for the year ended
               December 31, 1999.

          99.7 "Item 1-Business-The Company-Executive Officers and Certain Key
               Employees of the Company," from CarrAmerica's Annual Report on
               Form 10-K for the fiscal year ended December 31, 1999.

          99.8 "Executive Compensation," from CarrAmerica's Proxy
               Statement to be delivered to CarrAmerica's stockholders in
               connection with CarrAmerica's 2000 Annual Meeting of
               Stockholders.

      (b)  Reports on Form 8-K

          None

      (c)  Exhibits

          The list of exhibits filed with this report is set forth in response
          to Item 14(a)(3). The required exhibit index has been filed with the
          exhibits.

      (d)  Financial Statements

          None.

                                       16

<PAGE>

                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, as amended, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized, in the District of
Columbia on March 29, 2000.

                         CARRAMERICA REALTY, L.P.
                         a Delaware limited partnership

                         By:  CarrAmerica Realty GP Holdings, Inc. General
                              Partner

                         By:  /s/ THOMAS A. CARR
                              ---------------------

                              Thomas A. Carr
                              President

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
this report has been signed below by the following person on behalf of the
registrant and in the capacities indicated on March 29, 2000.

     Signature                         Title
     ---------                         -----

 /s/ THOMAS A. CARR                President and Director
 ------------------------
   Thomas A. Carr


 /s/ PHILIP L. HAWKINS             Executive Vice President and Director
 ---------------------
   Philip L. Hawkins


 /s/ RICHARD F. KATCHUK            Executive Vice President, CFO
 ------------------------           and Treasurer, and Director
   Richard F. Katchuk

                                       17

<PAGE>

                            CARRAMERICA REALTY, L.P.
                   INDEX TO FINANCIAL STATEMENTS AND SCHEDULE

  The following Consolidated Financial Statements and Schedule of CarrAmerica
Realty, L.P. and Subsidiary and the Independent Auditors' Reports thereon are
attached hereto:

CARRAMERICA REALTY, L.P. AND SUBSIDIARY
     Consolidated Balance Sheets as of December 31, 1999 and 1998.......   F-2
     Consolidated Statements of Operations for the Years Ended
          December 31, 1999, 1998 and 1997..............................   F-3
     Consolidated Statements of Partners' Capital for the Years Ended
          December 31, 1999, 1998 and 1997..............................   F-4
     Consolidated Statements of Cash Flows for the Years Ended
          December 31, 1999, 1998 and 1997..............................   F-5
     Notes to Consolidated Financial Statements.........................   F-6
     Independent Auditors' Report.......................................   F-14

FINANCIAL STATEMENT SCHEDULE

     Independent Auditors' Report.......................................   S-1
     Schedule III:  Consolidated Real Estate and Accumulated
          Depreciation as of December 31, 1999 for CarrAmerica
          Realty, L.P. and Subsidiary...................................   S-2

All other schedules are omitted because they are not applicable, or because the
required information is included in the financial statements or notes thereto.

                                      F-1
<PAGE>

                    CARRAMERICA REALTY, L.P. AND SUBSIDIARY
          Consolidated Balance Sheets As of December 31, 1999 and 1998
(In thousands)

<TABLE>
<CAPTION>
                                                           December 31,       December 31,
                                                              1999                1998
                                                           ------------       ------------
<S>                                                        <C>                <C>
Assets
Rental property:
  Land                                                         $120,333            107,596
  Buildings                                                     602,552            529,127
  Tenant improvements                                            63,324             35,209
  Furniture, fixtures, and equipment                              1,036                665
                                                               --------           --------
                                                                787,245            672,597
  Less - accumulated depreciation                               (57,733)           (32,546)
                                                               --------           --------
   Total rental property                                        729,512            640,051

Land held for development                                        13,084             19,044
Construction in progress                                         15,638             70,939
Cash and cash equivalents                                         8,309              3,268
Restricted cash and cash equivalents                              2,180              1,236
Accounts and notes receivable                                    21,514             10,536
Due from affiliates                                                  --              4,556
Investments                                                       9,917              8,621
Accrued straight-line rents                                      11,949              8,180
Tenant leasing costs, net of accumulated amortization
 of $4,466 in 1999 and $1,924 in 1998                            15,898             11,092
Deferred financing costs, net of accumulated amortization
 of $67 in 1999 and $14 in 1998                                     286                337
Prepaid expenses and other assets, net of accumulated
 depreciation and amortization of $394 in 1999 and
 $211 in 1998                                                       912              1,755
                                                               --------           --------
                                                               $829,199            779,615
                                                               ========           ========
Liabilities and Partners' Capital
Liabilities:
 Mortgages and notes payable                                   $297,330            299,949
 Note payable to affiliate                                       28,545             28,996
 Accounts payable and accrued expenses                           16,131             18,476
 Due to affiliates                                               24,615                 --
 Rent received in advance and security deposits                   6,234              5,387
                                                               --------           --------
  Total liabilities                                             372,855            352,808

Partners' capital:
  General partner                                                 4,620              4,302
  Limited partners                                              451,724            422,505
                                                               --------           --------
  Total partners' capital                                       456,344            426,807

Commitments and Contingencies
                                                               $829,199            779,615
                                                               ========           ========
</TABLE>


See accompanying notes to consolidated financial statements

                                      F-2
<PAGE>

                    CARRAMERICA REALTY, L.P. AND SUBSIDIARY
  Consolidated Statements of Operations for the Years Ended December 31, 1999,
                                 1998 and 1997
(In thousands)

<TABLE>
<CAPTION>
                                                                   1999             1998             1997
                                                                -----------      -----------      ----------
<S>                                                             <C>              <C>              <C>
Real estate operating revenue:
Rental revenue:
     Minimum base rent                                             $101,830           86,800          48,487
  Recoveries from tenants                                            16,450           12,670           8,043
  Other tenant charges                                                5,220            1,518           1,232
                                                                   --------         --------        --------
       Total rental revenue                                         123,500          100,988          57,762
                                                                   --------         --------        --------
       Real estate service revenue                                       --              160              --
  Cost reimbursements                                                3,830             3,466           2,707
                                                                   --------         --------        --------
       Total revenue                                                127,330          104,614          60,469
                                                                   --------         --------        --------

Real estate operating expenses:
  Property operating expenses:
     Operating expenses                                              29,427           24,972          19,102
     Real estate taxes                                               11,917            9,195           6,702
  Interest expense                                                   20,545           16,508           6,792
  General and administrative                                          6,239            6,365           3,473
  Depreciation and amortization                                      32,820           23,877          13,146
                                                                   --------         --------        --------
  Total operating expenses                                          100,948           80,917          49,215
                                                                   --------         --------        --------

            Real estate operating income                             26,382           23,697          11,254

Other operating income:
  Interest income                                                     1,620              982              372
  Gain on sale of assets                                              3,804            8,190            5,067
  Equity in earnings of unconsolidated partnerships                       8               --               --
                                                                   --------         --------        ---------

             Net income                                            $ 31,814           32,869           16,693
                                                                   ========         ========        =========

             Net income attributable to general partner            $    318              329              167
                                                                   ========         ========        =========
             Net income attributable to limited partners           $ 31,496           32,540           16,526
                                                                   ========         ========        =========
</TABLE>



See accompanying notes to consolidated financial statements

                                      F-3
<PAGE>

                    CARRAMERICA REALTY, L.P. AND SUBSIDIARY
 Consolidated Statements of Partners' Capital For the Years Ended December 31,
                              1999, 1998 and 1997
(In thousands)

<TABLE>
<CAPTION>
                                               General Partner                 Limited Partners
                                             ------------------    ---------------------------------------
                                                CarrAmerica           CarrAmerica
                                                 Realty GP            Realty  LP           Other Limited
                                               Holdings, Inc.        Holdings, Inc.           Partners           Total
                                             ------------------    ------------------    -----------------    ------------
<S>                                          <C>                   <C>                   <C>                  <C>
Partners' capital at December 31, 1996             $  1,809               161,014               18,110          $180,933

Capital contributions                                 1,811               153,351               25,968           181,130
Capital distributions                                    --                    --               (1,124)           (1,124)
Net income                                              167                14,312                2,214            16,693
                                                   --------              --------             --------          --------

Partners' capital at December 31, 1997             $  3,787               328,677               45,168          $377,632

Capital contributions                                   186                18,397                   --            18,583
Capital distributions                                    --                    --               (2,277)           (2,277)
Net income                                              329                28,426                4,114            32,869
                                                   --------              --------             --------          --------

Partners' capital at December 31, 1998             $  4,302               375,500               47,005          $426,807

Redemption and purchase of units                         --                 2,213               (2,213)               --
Capital distributions                                    --                    --               (2,277)           (2,277)
Net income                                              318                27,558                3,938            31,814
                                                   --------              --------             --------          --------

Partners' capital at December 31, 1999             $  4,620               405,271               46,453          $456,344
                                                   ========              ========             ========          ========
</TABLE>



See accompanying notes to consolidated financial statement

                                      F-4
<PAGE>

                    CARRAMERICA REALTY, L.P. AND SUBSIDIARY
  Consolidated Statements of Cash Flows for the Years Ended December 31, 1999,
                                 1998 and 1997

(In thousands)
<TABLE>
<CAPTION>
                                                                                      1999          1998          1997
                                                                                   ----------    ----------    ----------
<S>                                                                                 <C>          <C>           <C>
Cash flows from operating activities:

  Net income                                                                        $  31,814        32,869        16,693
                                                                                   ----------    ----------    ----------
  Adjustments to reconcile net income to net cash provided by operating
  activities:
     Depreciation and amortization                                                     32,820        23,877        13,146
     Gain on sale of assets                                                            (3,804)       (8,190)       (5,067)
     Change in assets and liabilities, net of dispositions:
        Decrease (increase) in receivables                                            (10,978)        1,221        (9,869)
        Increase in accrued straight-line rents                                        (3,769)       (5,269)       (2,584)
        Additions to tenant leasing costs                                              (2,614)       (2,531)       (3,981)
        Decrease (increase) in prepaid expenses and other assets                          660           533        (1,991)
        Increase (decrease) in accounts payable and accrued expenses                   (2,345)        5,885         8,150
        Increase (decrease) in due to/from affiliates                                  29,171        (5,942)       (1,388)
        Increase in rent received in advance and security deposits                        847         2,143         1,919
        Other                                                                              30           465           148
                                                                                   ----------    ----------    ----------
         Total adjustments                                                             40,018        12,192        (1,517)
                                                                                   ----------    ----------    ----------
         Net cash provided by operating activities                                     71,832        45,061        15,176
                                                                                   ----------    ----------    ----------
Cash flows from investing activities:
  Additions to rental property                                                         (8,042)      (19,284)       (9,892)
  Acquisitions of rental property                                                          --       (33,864)     (196,295)
  Additions to land held for future development                                        (6,431)      (22,193)      (10,049)
  Additions to construction in progress                                               (83,138)     (127,162)      (56,761)
  Investments in unconsolidated partnerships                                           (1,296)       (8,621)           --
  Decrease (increase) in restricted cash and cash equivalents                            (944)          264        (1,500)
  Proceeds from disposition of rental property and land
     held for development                                                              38,409        82,842        64,045
                                                                                   ----------    ----------    ----------
         Net cash used by investing activities                                        (61,442)     (128,018)     (210,452)
                                                                                   ----------    ----------    ----------
Cash flows from financing activities:
  Capital contributions                                                                    --        18,583       155,162
  Net borrowings on unsecured line of credit                                               --        85,250        53,500
  Repayments on notes and mortgages payable                                            (7,975)      (18,565)       (1,647)
  Disposition of mortgage payable from sale of rental property                             --            --        (9,508)
  Proceeds from refinancing of existing mortgages                                       4,905            --            --
  Additions to deferred financing costs                                                    (2)         (351)           --
  Capital distributions                                                                (2,277)       (2,277)       (1,124)
                                                                                   ----------    ----------    ----------
         Net cash provided (used) by financing activities                              (5,349)       82,640       196,383
                                                                                   ----------    ----------    ----------
         Increase (decrease) in cash and cash equivalents                               5,041          (317)        1,107
Cash and cash equivalents, beginning of the period                                      3,268         3,585         2,478
                                                                                   ----------    ----------    ----------
Cash and cash equivalents, end of the period                                            8,309         3,268         3,585
                                                                                   ==========    ==========    ==========
Supplemental disclosure of cash flow information:
  Cash paid for interest (net of capitalized interest of $5,177 in 1999, $4,894      $ 19,642        17,003         6,210
   in 1998 and $2,909 in 1997)
                                                                                   ==========    ==========    ==========
</TABLE>

Supplemental disclosure of noncash investing and financing activities:
(a) During 1998, the Partnership funded a portion of the aggregate purchase
    price of its property acquisitions by assuming $20.5 million of debt and
    liabilities.
(b) During 1997, the Partnership funded a portion of the aggregate purchase
    price of its property acquisitions by assuming $147.6 million of debt and
    liabilities and by issuing $26.0 million of minority units in the
    Partnership.

See accompanying notes to consolidated financial statements

                                      F-5
<PAGE>

                    CARRAMERICA REALTY, L.P. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


(1)  Description of Business and Summary of Significant Accounting Policies

   (a)  Business

CarrAmerica Realty, L.P. (the "Partnership") is a Delaware limited partnership
formed on March 6, 1996 to own, acquire, develop, and operate office buildings
across the United States. At December 31, 1999, the Partnership owned 66
operating properties and four properties under development. The properties are
located in Austin, Chicago, Dallas, Denver, Orange County/Los Angeles, Phoenix,
San Francisco Bay Area, Salt Lake City, San Diego and Seattle.

The Partnership's general partner is CarrAmerica Realty GP Holdings, Inc. (the
"General Partner"), a wholly-owned subsidiary of CarrAmerica Realty Corporation
("CarrAmerica"), a self-administered and self-managed real estate investment
trust. The General Partner owned a 1% interest in the Partnership at December
31, 1999. The Partnership's limited partners are CarrAmerica Realty LP Holdings,
Inc., a wholly owned subsidiary of CarrAmerica, which owned an approximate 87%
interest in the Partnership at December 31, 1999, and various other individuals
and entities which collectively owned an approximate 12% interest in the
Partnership at December 31, 1999.

   (b)  Basis of Presentation

The accounts of the Partnership and its wholly-owned subsidiary are consolidated
in the accompanying financial statements. The Partnership uses the equity method
of accounting for its investments in unconsolidated partnerships not controlled
by the Partnership.  Management of the Partnership has made a number of
estimates and assumptions relating to the reporting of assets and liabilities,
revenues and expenses, and the disclosure of contingent assets and liabilities
to prepare these financial statements in conformity with generally accepted
accounting principles.  Actual results could differ from those estimates.

   (c)  Rental Property

Rental property is recorded at cost less accumulated depreciation (which is less
than the net realizable value of the rental property). Depreciation is computed
on the straight-line basis over the estimated useful lives of the assets, as
follows:

   Base building. ................................  30 to 50 years
   Building components. ..........................  7 to 20 years
   Tenant improvements. ..........................  Terms of the leases or
                                                    useful lives, whichever is
                                                    shorter
   Furniture, fixtures and equipment. ............  5 to 15 years

Expenditures for maintenance and repairs are charged to operations as incurred.
Significant renovations are capitalized.

The Partnership reviews its long-lived assets for impairment whenever events or
changes in circumstances indicate that the carrying amount of an asset may not
be recoverable. Recoverability of assets to be held and used is measured by a
comparison of the carrying amount of an asset to future net cash flows expected
to be generated by the asset.  If such assets are considered to be impaired, the
impairment to be recognized is measured by the amount by which the carrying
amount of the assets exceed the fair value of the assets.

The Partnership reviews its rental property to determine the point at which the
asset is under contract for sale, with contingencies waived and nonrefundable
earnest money posted.  If an asset is subject to these conditions, the asset is
reclassified to "Assets available for sale" and depreciation is discontinued.

   (d)  Development Property

Land held for development and construction in progress are carried at cost.
Specifically identifiable direct and indirect, development, construction and
external acquisition costs are capitalized including, where applicable, salaries
and related costs, real estate taxes, interest and certain pre-construction
costs essential to the development of a property.

                                      F-6
<PAGE>

                    CARRAMERICA REALTY, L.P. AND SUBSIDIARY

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)


(1) Description of Business and Summary of Significant Accounting Policies -
(Continued)

   (e)  Tenant Leasing Costs

Fees and costs incurred in the successful negotiation of leases have been
deferred and are being amortized on a straight-line basis over the terms of the
respective leases.

   (f)  Deferred Financing Costs

Deferred financing costs include fees and costs incurred to obtain financing and
are being amortized over the terms of the respective loans on a basis which
approximates the interest method.

   (g)  Fair Value of Financial Instruments

The carrying amount of the following financial instruments approximates fair
value because of their short-term maturity: cash and cash equivalents; accounts
and notes receivable; accounts payable and accrued expenses. See note 2 for fair
value information for mortgages and notes payable.

   (h)  Revenue Recognition

The Partnership reports base rental revenue for financial statement purposes
straight-line over the terms of the respective leases. Accrued straight-line
rents represent the amount that straight-line rental revenue exceeds rents
collected in accordance with the lease agreements. Management, considering
current information and events regarding the tenants' ability to fulfill their
lease obligations, considers accrued straight-line rents to be impaired if it is
probable that the Partnership will be unable to collect all rents due according
to the contractual lease terms. If accrued straight-line rents associated with a
tenant are considered to be impaired, the amount of the impairment is measured
based on the present value of expected future cash flows. Impairment losses, if
any, are recorded through a loss on the write-off of assets. Cash receipts on
impaired accrued straight-line rents are applied to reduce the remaining
outstanding balance and as rental revenue, thereafter.

   (i)  Income and Other Taxes

No provision has been made for federal and state income taxes because each
partner reports his or her share of the Partnership's taxable income or loss and
any available tax credits on his or her income tax return.

   (j)  Cash Equivalents

For the purposes of reporting cash flows, the Partnership considers all highly
liquid investments with a maturity of three months or less at the time of
purchase to be cash equivalents.

   (k)  Stock Option Plan

The Partnership is a participant in the CarrAmerica 1997 stock option and
incentive plan. CarrAmerica and the Partnership accounted for their option plans
in accordance with the provisions of Accounting Principles Board ("APB") Opinion
No. 25, Accounting for Stock Issued to Employees, and related interpretations.
Compensation expenses would be recorded only if the market price of the
underlying unit or stock, on the date of grant, exceeded the exercise price.

                                      F-7
<PAGE>

                    CARRAMERICA REALTY, L.P. AND SUBSIDIARY

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)


(1) Description of Business and Summary of Significant Accounting Policies -
(Continued)

   (l) Segment Operations

The Partnership has adopted Statement of Financial Accounting Standards No. 131,
Disclosures about Segments of an Enterprise and Related Information ("FASB No.
131"), which establishes standards for the way that a public business enterprise
reports information about operating segments in financial reports issued to
shareholders.  It also establishes standards for related disclosures about
product and services, geographic areas and major customers.

The Partnership operates in one reportable business segment: real estate
operations.  All corporate business activities and operating segments that are
not reportable are classified as Other Operations.

   (m) Reclassifications

Certain reclassifications of the prior years' amounts have been made to conform
to the current period's presentation.

(2)  Mortgages Payable and Notes Payable

The Partnership's mortgages payable and credit facility are summarized as
follows (in thousands):

<TABLE>
<CAPTION>
                                                         December 31,                  December 31,
                                                            1999                          1998
                                                         ------------                  ------------
<S>                                                      <C>                           <C>
Fixed rate mortgages                                         $156,580                      $159,199
Fixed rate note payable to affiliate                           28,545                        28,996
Unsecured credit facility                                     140,750                       140,750
                                                         ------------                  ------------
                                                             $325,875                      $328,945
                                                         ============                  ============
</TABLE>

Mortgages payable are collateralized by certain rental properties and generally
require monthly principal and/or interest payments. Mortgages payable mature at
various dates from November 2000 through May 2017. The weighted average interest
rate of mortgages payable was 8.1% and 8.2%, at December 31, 1999 and 1998,
respectively.

CarrAmerica and the Partnership also have a $450.0 million unsecured credit
facility with Morgan Guaranty Trust Company of New York, as agent for a group of
banks. The credit facility matures in August 2001.  At December 31, 1999, the
credit facility bore interest, as selected by CarrAmerica, at either (i) the
higher of the prime rate or the Federal Funds Rate for such day or (ii) an
interest rate equal to 90 basis points above the 30 day London Interbank Offered
Rate (LIBOR). CarrAmerica has predominately selected interest rates equal to 90
basis points above the 30 day LIBOR rate.  At December 31, 1999, CarrAmerica and
the Partnership had $103.3 million available for draw under the credit facility.

The unsecured credit facility contains a number of financial and other covenants
with which the Partnership must comply including, but not limited to, covenants
relating to ratios of annual EBITDA (earning before interest, taxes,
depreciation and amortization) to interest expense, annual EBITDA to debt
service, and total debt to tangible fair market value of CarrAmerica and the
Partnership's assets, and restrictions on the ability of CarrAmerica to make
dividend distributions in excess of 90% of funds from operations. Availability
under the unsecured credit facility is also limited to a specified percentage of
the Partnership's unsecured properties.

The Partnership has a $30.0 million loan agreement with CarrAmerica. The note
payable bears interest at 8.5% and requires monthly principal and interest
payments of $242 thousand. The loan matures on May 31, 2011. The note is secured
by certain office properties and other assets of the Partnership. The
outstanding balance of the note payable to affiliate was $28.5 million and $29.0
million, at December 31, 1999 and December 31, 1998, respectively.

                                      F-8

<PAGE>

                    CARRAMERICA REALTY, L.P. AND SUBSIDIARY

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)


(2)  Mortgages Payable and Notes Payable - (Continued)

The annual maturities of debt as of December 31, 1999 are summarized as follows
(in thousands):

<TABLE>
<S>                                                     <C>
2000 .................................................         $    16,249
2001 .................................................             173,334 (1)
2002 .................................................               9,910
2003 .................................................              20,601
2004 .................................................              15,574
2005 & thereafter ....................................              90,207 (2)
                                                               -----------
                                                               $   325,875
                                                               ===========
</TABLE>
__________________

(1)  Includes $140.8 million outstanding as of December 31, 1999 under
     CarrAmerica's $450.0 million unsecured line of credit.
(2)  Includes approximately $26.9 million outstanding on the Partnership's loan
     agreement with CarrAmerica.

Restricted cash and cash equivalents consists primarily of escrow deposits
required by lenders to be used for future building renovations, tenant
improvements or as collateral for letters of credit.

Based on the borrowing rates available to the Partnership for fixed rate
mortgages payable with similar terms and average maturities, the estimated fair
value of the Partnership's mortgages and note payable to affiliate at December
31, 1999 and 1998 was approximately $190.2 million and $195.4 million,
respectively. The fair market value of the unsecured credit facility
approximates book value.

(3)  Partners' Capital Contributions, Distributions, and Participation
Percentages

The Second Amended and Restated Agreement of Limited Partnership of the
Partnership (the "Partnership Agreement") details the rights of ownership in the
Partnership. Ownership in the Partnership is expressed in partnership units
("Units"). Units currently are designated as Class A, B, C, D or E Units. Class
D Units have first preference, Class A and Class E Units together have second
preference and Class B Units have third preference as to the allocation of
Available Cash, as defined in the Partnership Agreement. Class C units do not
share in the allocation of Available Cash. Upon the third anniversary of the
date of issuance of Class C Units, they may be converted to Class A Units based
on a conversion factor described in the Partnership Agreement. Class E Units
have a special allocation of Partnership losses.

Upon the first anniversary of the date of issuance (or two years from the date
of issuance, in the case of Class D Units), each holder of Class A Units, Class
D Units or Class E Units may, subject to certain limitations, require that the
Partnership redeem his or her Units. Upon redemption, such holder will receive,
at the option of the Partnership, with respect to each Unit tendered, either (i)
cash in an amount equal to the market value of one share of CarrAmerica common
stock (subject to certain anti-dilution adjustments) or (ii) one share of
CarrAmerica common stock. In lieu of the Partnership redeeming Class A, Class D
or Class E Units for cash, CarrAmerica has the right to assume directly and
satisfy the redemption right of a Unit holder. Holders of Class B Units and
Class C Units are not entitled to exercise this redemption right.

The following Units were outstanding:
<TABLE>
<CAPTION>
                                                                      December 31,         December 31,          December 31,
                                                                         1999                 1998                  1997
                                                                    ---------------      ---------------        --------------
<S>                                                                 <C>                  <C>                    <C>
Class A Units ....................................................          959,684              950,111               950,111
Class B Units ....................................................       12,683,731           12,584,630            11,916,673
Class C Units ....................................................          431,674              539,593               539,593
Class D Units ....................................................          271,363              271,363               271,363
Class E Units ....................................................           16,520               16,520                16,520
                                                                    ---------------      ---------------        --------------
                                                                         14,362,972           14,362,217            13,694,260
                                                                    ===============      ===============        ==============
</TABLE>





                                      F-9
<PAGE>

                    CARRAMERICA REALTY, L.P. AND SUBSIDIARY

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)


(4)  Lease Agreements

The following table summarizes future minimum base rent to be received under
noncancelable tenant leases and the percentage of total rentable space under
leases expiring each year, as of December 31, 1999 (in thousands):

<TABLE>
<CAPTION>

                                                                Percentage of
                                                  Future         Total Space
                                                  Minimum       Under Leases
                                                   Rent           Expiring
                                               ------------     ------------
<S>                                            <C>              <C>
2000 ........................................      $ 97,189              6.5%
2001 ........................................        92,730             10.8
2002 ........................................        81,587             18.8
2003 ........................................        60,422             12.2
2004 ........................................        46,276             15.4
2005 and thereafter .........................       115,570             36.3
                                                   --------
                                                   $493,774
                                                   ========
</TABLE>


The leases also provide for additional rent based on increases in the Consumer
Price Index (CPI) and increases in operating expenses. These increases are
generally payable in equal installments throughout the year, based on estimated
increases, with any differences being adjusted in the succeeding year.


(5)  Transactions With Affiliates

CarrAmerica Realty Services, Inc. ("CARSI"), a wholly owned subsidiary of
CarrAmerica, provides management and leasing services to all of the office
properties owned by the Partnership. During 1999, 1998 and 1997, respectively,
the Partnership incurred management fees of $3.8 million, $3.0 million and $1.9
million, respectively, for services performed by CARSI. Additionally, CARSI
reimburses the Partnership for certain services the Partnership personnel
provide to CARSI. These reimbursements amounted to $3.5 million and $2.9 million
in 1999 and 1998, respectively. CarrAmerica Development, Inc.("CADI"), also
reimbursed the Partnership $0.3 million in 1998 and $0.7 million in 1997 for
certain services the Partnership provided to CADI.

                                      F-10
<PAGE>

                    CARRAMERICA REALTY, L.P. AND SUBSIDIARY

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(6)  Gain on Sale of Assets

The Partnership has disposed of assets that are inconsistent with its long-term
strategic or return objectives or where market conditions for sale are
favorable. The proceeds of the sales were primarily redeployed into other office
properties (utilizing tax-deferred exchanges where possible). The Partnership
disposed of three operating office properties in 1999, three properties in
1998 and four properties in 1997. The Partnership recognized gains totaling
$3.8, $8.2 and $5.1 million on these dispositions during 1999, 1998 and 1997,
respectively.

(7)  Commitments and Contingencies

At December 31, 1999, the Partnership is contingently liable on letters of
credit amounting to approximately $1.4 million for various completion escrows.

The Partnership participates in CarrAmerica's 401(k) plan for employees. The
Partnership matches 50% of employee contributions up to the first 4% of an
employee's pay and will make a base contribution of 3% of pay for participants
who remain employed on December 31 (the end of the plan year). Partnership
contributions to the plan are subject to a five-year graduated vesting schedule.
Partnership contributions to the plan amounted to $201 thousand in 1999, $73
thousand in 1998, and $41 thousand in 1997.

In the course of the Partnership's normal business activities, various lawsuits,
claims and proceedings have been or may be instituted or asserted against the
Partnership. Based on currently available facts, management believes that the
disposition of matters that are pending or asserted will not have a material
adverse effect on the consolidated financial position, results of operations or
liquidity of the Partnership.

During 1999, 1998 and 1997, the Partnership has unconditionally guaranteed
unsecured notes by CarrAmerica to institutional investors. The aggregate
principal amount of the unsecured notes is $625.0 million as of December 31,
1999. These notes are in the form of $150 million of 6.625% notes due in 2000,
$150 million of 7.20% notes due in 2004, $100 million of 6.625% notes due in
2005, $125 million of 7.375% notes due in 2007 and $100 million of 6.875% notes
due in 2008. The notes due in 2000, 2005 and 2008 were issued in 1998. The notes
due in 2004 and 2007 were issued in 1997. CarrAmerica's senior unsecured notes
contain various covenants with which CarrAmerica must comply, including but not
limited to: limits on the aggregate amount of indebtedness CarrAmerica may have
outstanding on a consolidated basis; limits on the aggregate amount of secured
indebtedness CarrAmerica may have outstanding on a consolidated basis; and,
limits on CarrAmerica's required debt service payments.

(8)  Acquisition and Development Activities

During 1999, the Partnership did not acquire any operating properties. However,
the Partnership incurred $83.1 million for properties under construction. At
December 31, 1999, there were four properties under construction.

During 1998, the Partnership acquired three operating office properties for an
aggregate purchase price of $54.3 million. Costs incurred during 1998 for
properties under construction were $127.2 million. As of December 31, 1998, the
Partnership had twelve office properties under construction.

All acquisitions have been accounted for as purchases. Operations of acquired
properties have been included in the accompanying financial statements from
their respective dates of acquisition.


                                      F-11
<PAGE>

                    CARRAMERICA REALTY, L.P. AND SUBSIDIARY

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)


(9) Quarterly Financial Information (unaudited)

The following is a summary of quarterly results of operations for 1999 and 1998
(in thousands):

<TABLE>
<CAPTION>
                                                           First              Second              Third             Fourth
1999                                                      Quarter            Quarter             Quarter            Quarter
----                                                  --------------      --------------      -------------      ------------
<S>                                                   <C>                 <C>                 <C>                <C>
Real estate operating revenue .....................       $28,922            $30,354             $34,796            $33,258
Real estate operating income ......................         6,974              7,347               6,279              5,782
Net income ........................................         7,057              8,004               8,391              8,362

1998
----
Real estate operating revenue .....................        24,300             26,473              25,918             27,923
Real estate operating income ......................         7,120              6,669               5,564              4,344
Net income ........................................         6,951              6,819              11,362              7,737


</TABLE>


(10) Investment in Unconsolidated Partnership

The Partnership owns a 35% interest in a development operation through an
unconsolidated partnership.  This investment commenced in 1998.  The condensed
financial information for the unconsolidated partnership is as follows:

  (in thousands)

<TABLE>
<CAPTION>
Balance Sheet                                                     December 31,                December 31,
-------------                                                        1999                        1998
                                                               ----------------            ----------------
<S>                                                              <C>                         <C>
Assets
Rental property, net .......................................            $47,134                     $22,213
Cash and cash equivalents ..................................                372                      18,456
Other assets ...............................................                994                       1,667
                                                               ----------------            ----------------
                                                                        $48,500                     $42,336
                                                               ================            ================
Liabilities and Partners' Capital
Liabilities:
  Notes payable ............................................            $18,500                     $18,350
  Other liabilities ........................................                 78                         313
                                                               ----------------            ----------------
     Total liabilities .....................................             18,578                      18,663
Partners' capital ..........................................             29,922                      23,673
                                                               ----------------            ----------------
                                                                        $48,500                     $42,336
                                                               ================            ================
<CAPTION>
Statement of Operations                                                  1999                         1998
-----------------------                                        ----------------            ----------------
<S>                                                            <C>                         <C>
Revenue ....................................................            $    --                     $    --
Other expenses .............................................                 --                         197
                                                               ----------------            ----------------
  Net loss .................................................            $    --                     $  (197)
                                                               ================            ================
</TABLE>

                                      F-12
<PAGE>
                    CARRAMERICA REALTY, L.P. AND SUBSIDIARY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

  (11) Segment Information

  The Partnership's reportable operating segment is real estate property
  operations.  Other business activities and operating segments that are not
  reportable are included in other operations.

  The Partnership's operating segments performance is measured using funds from
  operations.  Funds from operations represents net income excluding
  depreciation and amortization on real estate assets and gain (loss) on sale of
  assets.
<TABLE>
<CAPTION>
(In millions)                                                                    As of and for the year ended
                                                                                        December 31, 1999
                                                            ------------------------------------------------------------------
                                                                 Real Estate
                                                                   Property
                                                                  Operations           Other Operations            Total
                                                            --------------------     -------------------      ----------------
<S>                                                           <C>                      <C>                      <C>
Operating revenue ...................................                     $123.5                     3.8                $127.3
Segment expense .....................................                       41.3                     6.3                  47.6
                                                            --------------------     -------------------      ----------------
  Net segment revenue ...............................                       82.2                    (2.5)                 79.7
Interest expense ....................................                       12.8                     7.7                  20.5
Other income ........................................                        0.2                     1.1                   1.3
                                                            --------------------     -------------------      ----------------
  Funds from operations .............................                      $69.6                    (9.1)                 60.5
                                                            ====================     ===================
Adjustments to net income:
  Depreciation and amortization .....................                                                                    (32.5)
  Gain on sale of assets ............................                                                                      3.8
                                                                                                              ----------------
Net income                                                                                                              $ 31.8
                                                                                                              ================
Total assets ........................................                     $766.2                    63.0                $829.2
Expenditures for long-lived assets ..................                     $  8.9                    88.9                $ 97.8

<CAPTION>
(In millions)                                                                    As of and for the year ended
                                                                                        December 31, 1998
                                                            ------------------------------------------------------------------
                                                                 Real Estate
                                                                   Property
                                                                  Operations           Other Operations            Total
                                                            --------------------     -------------------      ----------------
<S>                                                           <C>                      <C>                      <C>
Operating revenue .................................                       $101.0                     3.6                $104.6
Segment expense .................................                           34.2                     6.3                  40.5
                                                            --------------------     -------------------      ----------------
  Net segment revenue ......................................                66.8                    (2.7)                 64.1
Interest expense ...........................................                11.8                     4.7                  16.5
Other income ........................................                        0.2                     0.8                   1.0
                                                            --------------------     -------------------      ----------------
  Funds from operations ......................                            $ 55.2                    (6.6)                 48.6
                                                            ====================     ===================
Adjustments to net income:
  Depreciation and amortization ............                                                                             (23.9)
  Gain on sale of assets ...................................                                                               8.2
                                                                                                              ----------------
Net income                                                                                                              $ 32.9

Total assets ...............................................              $667.2                   112.4                $779.6
Expenditures for long-lived assets .........................              $ 84.8                   149.4                $234.2

<CAPTION>
(In millions)                                                                    As of and for the year ended
                                                                                        December 31, 1997
                                                            ------------------------------------------------------------------
                                                                 Real Estate
                                                                   Property
                                                                  Operations           Other Operations            Total
                                                            --------------------     -------------------      ----------------
<S>                                                           <C>                      <C>                      <C>
Operating revenue .................................                       $ 57.8                     2.7                $ 60.5
Segment expense .................................                           25.8                     3.5                  29.3
                                                            --------------------     -------------------      ----------------
  Net segment revenue ......................................                32.0                    (0.8)                 31.2
Interest expense ...........................................                 5.9                     0.9                   6.8
Other income ........................................                        0.1                     0.2                   0.3
                                                            --------------------     -------------------      ----------------
  Funds from operations ......................                            $ 26.2                    (1.5)                 24.7
                                                            ====================     ===================
Adjustments to net income:
  Depreciation and amortization ............                                                                             (13.1)
  Gain on sale of assets ...................................                                                               5.1
                                                                                                              ----------------
Net income                                                                                                              $ 16.7
                                                                                                              ================
Total assets ...............................................              $592.2                    44.4                $636.6
Expenditures for long-lived assets .........................              $383.8                    66.8                $450.6
</TABLE>

                                      F-13
<PAGE>

                         INDEPENDENT AUDITORS' REPORTS

The Partners
CarrAmerica Realty, L.P.:

We have audited the accompanying consolidated balance sheets of CarrAmerica
Realty, L.P. and subsidiary as of December 31, 1999 and 1998 and the related
consolidated statements of operations, partners' capital, and cash flows for
each of the years in the three year period ended December 31, 1999. These
consolidated financial statements are the responsibility of CarrAmerica Realty,
L.P.'s management. Our responsibility is to express an opinion on these
consolidated financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of CarrAmerica Realty,
L.P. and subsidiary as of December 31, 1999 and 1998, and the results of their
operations and their cash flows for each of the years in the three year period
ended December 31, 1999, in conformity with generally accepted accounting
principles.

KPMG LLP

Washington, D.C.
February 1, 2000

                                      F-14
<PAGE>


                          INDEPENDENT AUDITORS' REPORT

The Partners
CarrAmerica Realty, L.P.:

Under date of February 1, 2000, we reported on the consolidated balance sheets
of CarrAmerica Realty, L.P. and subsidiary as of December 31, 1999 and 1998, and
the related consolidated statements of operations, partners' capital, and cash
flows for each of the years in the three year period ended December 31, 1999
which are included in this Form 10-K. In connection with our audits of the
aforementioned consolidated financial statements, we also audited the related
consolidated financial statement schedule in this Form 10-K. This financial
statement schedule is the responsibility of CarrAmerica Realty, L.P.'s
management. Our responsibility is to express an opinion on this financial
statement schedule based on our audits.

In our opinion, this financial statement schedule, when considered in relation
to the basic consolidated financial statements taken as a whole, presents
fairly, in all material respects, the information set forth therein.

KPMG  LLP

Washington, D.C.
February 1, 2000

                                      S-1




<PAGE>


                     CARRAMERCA REALTY, L.P. AND SUBSIDIARY
 Consolidated Real Estate and Accumulated Depreciation as of December 31, 1999
 ------------------------------------------------------------------------------
<TABLE>
<CAPTION>
(in thousands)
                                                                           Initial Costs
                                                                    --------------------------
Properties                                                                                             Cost Capitalized
                                                                                    Buildings and        Subsequent to
                                                     Encumbrances       Land        Improvements        Acquisition (1)
-----------------------------------------------------------------------------------------------------------------------
<S>                                                  <C>              <C>         <C>                 <C>
Orange County/Los Angeles:
 South Coast Executive Center                          $   15,000       3,324           17,212                 1,257
 2600 W. Olive                                             19,152       3,855           25,054                 2,907
 Bay Technology Center                                         --       2,442           11,164                   128

San Diego:
 Jaycor                                                    12,199       5,123           11,754                   191

San Francisco Bay Area:
 San Mateo II and III                                          --       9,723           15,556                   940
 San Mateo I                                                   --       5,703            9,126                   108

Denver:
 Quebec Center                                                 --       1,423            5,659                   765
 Quebec Court I and II                                     28,545 (2)   2,368           19,819                10,212
 Harlequin Plaza                                               -- (2)   4,746           21,344                 6,613
 Panorama Corporate Center I                                   --       1,325            6,486                 3,568
 Panorama Corporate Center II (3)                              --       1,844               --                 9,368

Seattle:
 Canyon Park Commons 1 and 2                                5,405       2,375            9,958                   111

Salt Lake City:
 Sorenson Research Park                                     4,096       4,389           25,304                 1,145
 Sorenson Research Park XI (3)                                 --       1,490               --                 5,142
 Wasatch Corporate Center                                  12,458       3,318           15,495                   410
 Wasatch Corporate Center 17 and 18 (3)                        --       2,636               --                11,161
 Wasatch Corporate Center 16                                   --       1,172               --                   820

Chicago:
 Bannockburn IV                                                --       1,914           12,729                   488
 Bannockburn I and II                                      18,595       3,448           22,928                 1,912

Austin:
 Balcones Center                                               --         949            7,649                   546
 Great Hills Plaza                                             --       1,680           13,545                   264
 Park North                                                    --       1,671           13,471                   862
 City View Centre                                              --       1,718           13,854                 1,135
 Tower of the Hills                                            --       1,633           13,625                   462
 Riata Buildings 1-9 (3)                                       --      10,121               --                62,026
 City View Centre                                              --       1,890               --                13,702
 Riata Crossing                                                --       4,933               --                24,225

<CAPTION>
(in thousands)                                                             Gross Amount at Which
                                                                        Carried at Close of Period
------------------------------------------------------------------------------------------------------------------------------------
Properties
                                                             Buildings and               Accumulated       Date of        Year of
                                                    Land      Improvements     Total     Depreciation    Construction    Acquisition
------------------------------------------------------------------------------------------------------------------------------------
<S>                                               <C>      <C>                <C>      <C>              <C>             <C>
Orange County/Los Angeles:
 South Coast Executive Center                       3,388           18,405     21,793          2,090         1987             1996
 2600 W. Olive                                      3,904           27,912     31,816          2,625         1986             1997
 Bay Technology Center                              2,462           11,272     13,734            767         1985             1997

San Diego:
 Jaycor                                             5,154           11,914     17,068            478         1989             1998

San Francisco Bay Area:
 San Mateo II and III                               9,817           16,402     26,219          1,393         1985             1997
 San Mateo I                                        5,710            9,227     14,937            676         1986             1997

Denver:
 Quebec Center                                      1,423            6,424      7,847          1,106         1985             1996
 Quebec Court I and II                              2,371           30,028     32,399          3,974       1979-1980          1996
 Harlequin Plaza                                    4,748           27,955     32,703          4,142         1981             1996
 Panorama Corporate Center I                        1,326           10,053     11,379          1,799          N/A             1996
 Panorama Corporate Center II (3)                   1,939            9,273     11,212          1,540          N/A             1996

Seattle:
 Canyon Park Commons 1 and 2                        2,380           10,064     12,444            708         1988             1997

Salt Lake City:
 Sorenson Research Park                             4,423           26,415     30,838          2,371       1988-1997          1997
 Sorenson Research Park XI (3)                      2,665            3,967      6,632             98         1999             1997
 Wasatch Corporate Center                           3,587           15,636     19,223          1,321         1996             1997
 Wasatch Corporate Center 17 and 18 (3)             1,657           12,140     13,797            419       1998-1999          1997
 Wasatch Corporate Center 16                        1,992               --      1,992             --          N/A             1999

Chicago:
 Bannockburn IV                                     1,924           13,207     15,131          1,183         1988             1997
 Bannockburn I and II                               3,472           24,816     28,288          2,576         1980             1997

Austin:
 Balcones Center                                      949            8,195      9,144          1,165         1985             1996
 Great Hills Plaza                                  1,680           13,809     15,489          1,635         1985             1996
 Park North                                         1,671           14,333     16,004          1,967         1981             1996
 City View Centre                                   1,720           14,987     16,707          2,261         1985             1996
 Tower of the Hills                                 1,634           14,086     15,720            999         1986             1997
 Riata Buildings 1-9 (3)                           12,533           59,614     72,147          3,201       1998-1999          1996
 City View Centre                                   2,107           13,485     15,592          1,441         1998             1996
 Riata Crossing                                     4,941           24,217     29,158          1,019         1999             1998
</TABLE>

                                      S-2

<PAGE>


<TABLE>
<CAPTION>
(in thousands)
                                                                           Initial Costs
                                                                    --------------------------
Properties                                                                                             Cost Capitalized
                                                                                    Buildings and        Subsequent to
                                                     Encumbrances       Land        Improvements        Acquisition (4)
-----------------------------------------------------------------------------------------------------------------------
<S>                                                  <C>              <C>         <C>                 <C>
Dallas:
 Quorum North                                              6,465        1,357               9,078                   998
 Quorum Place                                              7,450        1,941              14,234                 1,327
 Two Mission Park                                             --          823               4,326                   852
 Cedar Maple Plaza                                            --        1,220              10,982                   401
 Royal Ridge A and B                                          --        3,159                  --                19,159
 5000 Quorum                                                  --        1,774              15,616                   638
 The Commons at Las Colinas (3)                               --        9,990                  --                62,046
 Royal Ridge III                                              --        2,186                  --                   319

Phoenix:
 U.S. West                                                48,251       18,517              74,069                   788
 Concord Place                                             7,509        3,337              16,675                   742
                                                      -------------------------------------------------------------------
TOTAL                                                 $  185,125      131,517             436,712               247,738
                                                      ===================================================================
<CAPTION>
(in thousands)                                                             Gross Amount at Which
                                                                        Carried at Close of Period
------------------------------------------------------------------------------------------------------------------------------------
Properties
                                                             Buildings and               Accumulated       Date of        Year of
                                                    Land      Improvements     Total     Depreciation    Construction    Acquisition
------------------------------------------------------------------------------------------------------------------------------------
<S>                                               <C>      <C>                <C>      <C>              <C>             <C>
Dallas:
 Quorum North                                      1,368           10,065     11,433            1,081         1983            1997
 Quorum Place                                      1,954           15,548     17,502            1,672         1981            1997
 Two Mission Park                                    831            5,170      6,001              525         1983            1997
 Cedar Maple Plaza                                 1,225           11,378     12,603            1,191         1985            1997
 Royal Ridge A and B                               3,286           19,032     22,318            1,359       1998-1999         1997
 5000 Quorum                                       1,782           16,246     18,028            1,050         1984            1998
 The Commons at Las Colinas (3)                    6,897           65,139     72,036            1,848         1999            1998
 Royal Ridge III                                   2,505               --      2,505               --          N/A            1998

Phoenix:
 U.S. West                                        18,644           74,730     93,374            5,218         1988            1997
 Concord Place                                     3,348           17,406     20,754              835         1989            1998
                                                -------------------------------------------------------
TOTAL                                            133,417          682,550    815,967           57,733
                                                =======================================================
</TABLE>



Depreciation and amortization of the investment in building and improvements
reflected in the statements of operations are calculated over the estimated
lives of the assets as follows:

 Base Building                      30 to 50 years
 Building components                7 to 20 years
 Tenant improvements                Terms of leases or useful lives, whichever
                                    is shorter
 Furniture, fixtures and equipment  5 to 15 years


The aggregate cost for federal income tax purposes was approximately $584,823 at
December 31, 1999.

The changes in total real estate assets and accumulated depreciation and
amortization for 1999, 1998 and 1997 are as follows:

<TABLE>
<CAPTION>
                                                   Total Real Estate Assets
                                           ---------------------------------------
                                               1999          1998          1997
                                            ----------    ----------    ----------
<S>                                         <C>           <C>           <C>
Balance, beginning of period                 $762,580      $624,085      $238,073
 Acquisitions                                      --        94,153       393,275
 Improvements                                  90,537       122,086        53,640
 Sales, Retirements and write-offs            (37,150)      (77,744)      (60,903)
                                            ----------    ----------    ----------
                                             $815,967      $762,580      $624,085
                                            ==========    ==========    ==========
<CAPTION>

                                              Total Accumulated Depreciation
                                            -----------------------------------
                                              1999         1998         1997
                                            ---------    ---------    ---------
 <C>                                        <C>          <C>          <C>
 Balance, beginning of period                 $32,546      $13,360      $ 3,104

 Depreciation for the period                   28,742       22,331       12,961
 Sales, Retirements and write-offs             (3,555)      (3,145)      (2,705)
                                            ----------    ----------    ---------
                                              $57,733      $32,546      $13,360
                                            ==========    ==========    =========
</TABLE>
 Notes:
(1)  Costs capitalized are offset by retirements and write-offs.
(2)  Secured by Quebec Court I & II and Harlequin Plaza.
(3)  Under construction as of December 31, 1999. Construction costs are shown
     under buildings and improvements until completion. At that time, costs will
     be allocated between land and buildings and improvements.

                                      S-3