ARTICLES OF AMENDMENT
                                       OF
                            AMENDMENT AND RESTATEMENT
                                       OF
                            ARTICLES OF INCORPORATION
                                       OF
                         CARRAMERICA REALTY CORPORATION


         CarrAmerica Realty Corporation, a Maryland corporation, having its
principal office in Maryland in Baltimore, Maryland (the "Corporation"), and
having The Corporation Trust, Incorporated as its resident agent located at 23
South Street, Baltimore, Maryland, hereby certifies to the State Department of
Assessment and Taxation of Maryland that:


         FIRST: The charter of the Corporation is hereby amended by striking in
its entirety Section 4.1 and by inserting in lieu thereof the following:

                  "Section 4.1 Shares and Par Value. The total number of shares
         of all classes of stock that the Corporation shall have authority to
         issue is 215,000,000, consisting of 180,000,000 shares of Common Stock
         having a par value of one cent ($.01) per share, amounting in the
         aggregate to par value of $1,800,000, and 35,000,000 shares of
         Preferred Stock having a par value of one cent ($.01) per share,
         amounting in the aggregate to par value of $350,000."


         SECOND: The total number of shares of all classes of stock that the
Corporation was heretofore authorized to issue is 105,000,000, consisting of
90,000,000 shares of Common Stock having a par value of one cent ($.01) per
share, amounting in the aggregate to par value of $900,000, and 15,000,000
shares of Preferred Stock having a par value of one cent ($.01) per share,
amounting in the aggregate to par value of $150,000. The shares are not divided
into classes.

         THIRD: The charter of the Corporation is hereby amended by striking in
its entirety Section 5.1(v) and by inserting in lieu thereof the following:

                  "(v) "Special Shareholder" shall mean (i) Security Capital
         U.S. Realty S.A., Security Capital Holdings S.A. and any affiliate of
         either such Person who shall acquire any shares of Stock either
         directly pursuant to the Stock Purchase Agreement or from either such
         Person (or another affiliate thereof) in accordance with the provisions
         of such Stock Purchase Agreement or the Stockholders Agreement, (ii)
         any Person who is considered a Beneficial Owner of shares of Stock as a
         result of the actual ownership of shares of Stock by any of the Persons
         identified in clause (i) above, and (iii) any bona fide financial
         institution that Acquires Beneficial Ownership of shares of Stock
         either (x) as a result of an exercise of rights as a pledgee or

<PAGE>

         otherwise in connection with bona fide indebtedness of any of the
         Persons identified in clause (i) above or (y) as a result of any such
         Person's default under any such bona fide indebtedness (it being
         understood that no pledge or other assignment of such shares of Stock
         as collateral for bona fide indebtedness shall in and of itself result
         in the pledgee or assignee being deemed to have Beneficial Ownership of
         the pledged or assigned shares of Stock unless and until a default with
         respect to such indebtedness shall have occurred and the lender
         therefore has a current right to exercise its rights as pledgee or
         assignee with respect to such shares of Stock), subject in each case to
         the condition that such bona fide financial institution's Beneficial
         Ownership of Stock would not result in the Special Shareholders as a
         group exceeding the Special Shareholder Limit; provided, that, as a
         condition to a bona fide financial institution's qualifying under
         clause (iii) above, (p) each of Security Capital U.S. Realty S.A. and
         Security Capital Holdings S.A. shall agree in writing (and each such
         agreement shall be reasonably acceptable to the Corporation) that each
         such bona fide financial institution shall be deemed a Special
         Shareholder and the shares of Stock owned by each such financial
         institution shall be included (without duplication) with the shares of
         Stock owned by persons otherwise deemed Special Shareholders in
         determining the Special Shareholder Limit, and (q) such bona fide
         financial institution shall agree in writing (and such agreement shall
         be reasonably acceptable to the Corporation), in advance or promptly
         following acquisition of Beneficial Ownership of any shares of Stock as
         described in clause (iii) above, to be bound by the Stockholders
         Agreement (including, without limitation, the provisions to the effect
         that shares of Stock cannot be transferred if the transfer would
         violate the restrictions set forth in Section 5.2 of the Charter)."

         FOURTH: On February 5, 1998 and March 5, 1998, respectively, the board
of directors of the Corporation duly approved the foregoing amendments to the
charter of the Corporation, subject to, among other things, the approval thereof
by the stockholders of the Corporation.

         FIFTH: Notice of the 1998 annual meeting of stockholders of the
Corporation to, among other things, take action on certain proposals, including
the foregoing amendments, was given to each stockholder entitled to vote on the
foregoing amendments.

         SEVENTH: The stockholders of the Corporation on May 7, 1998 duly
approved the foregoing amendments to the charter of the Corporation at the 1998
annual meeting of the stockholders of the Corporation.


                                      -2-

<PAGE>



         IN WITNESS WHEREOF, CarrAmerica Realty Corporation has caused these
presents to be signed in its name and on its behalf by its Senior Vice
President, General Counsel and Secretary and attested by its Assistant Secretary
on June 16, 1998. The undersigned hereby certifies, under penalties of perjury,
that to the best of his or her knowledge, information and belief the matters and
facts set forth herein are true and correct in all material respects.


                                     CARRAMERICA REALTY CORPORATION


                                     By:  /s/  Linda A Madrid
                                         ---------------------------------------
                                         Linda A. Madrid
                                         Senior Vice President, General Counsel
                                         and Secretary


Attest:   /s/  Kelly S. Holdcraft
          --------------------------------
          Kelly S. Holdcraft
          Assistant Secretary








                                      -3-