Exhibit 3.1



           3.1    Second  Amendment  and  Restatement  of By-Laws of CarrAmerica
                  Realty Corporation dated as of October 25, 1996.



















                                       30
<PAGE>



                        SECOND AMENDMENT AND RESTATEMENT

                                       OF

                         CARRAMERICA REALTY CORPORATION

                                     BY-LAWS

     CarrAmerica Realty Corporation,  a Maryland Corporation (the "Corporation")
having its principal office in Maryland in Baltimore,  Maryland,  and having the
Corporation  Trust,  Incorporated  as its  resident  agent  located  at 23 South
Street,  Baltimore,  Maryland,  hereby  amends and  restates  the By-laws of the
Corporation adopted as of July 9, 1992, as follows:

                                    ARTICLE 1

     The name of the Corporation is: CarrAmerica Realty Corporation.

                                    ARTICLE 2
                                     OFFICES

     The Corporation shall maintain a registered office in the State of Maryland
as required  by law.  The  Corporation  may also have  offices at other  places,
within or without the State of Maryland,  as the business of the Corporation may
require.

                                    ARTICLE 3
                                  STOCKHOLDERS

     Section 3.01. Annual Meeting.  The annual meeting of the stockholders shall
be held each year between June 1 and July 1 on such date and at such time as the
Board of Directors  designates.  At each annual meeting,  the stockholders shall
elect the members of the Board of Directors and transact such other  business as
may be properly brought before the meeting.

     Section 3.02.  Special  Meetings.  Special meetings of stockholders for any
purpose or  purposes,  described  in the  meeting  notice,  may be called by the
President or the  Chairman of the Board of Directors  and shall be called by the
President  or the  Chairman of the Board of  Directors  or the  Secretary at the
request in writing of one (1) or more  Directors or of the holders of 25 percent
or more of the issued and outstanding shares of capital stock of the Corporation
entitled to be voted at the meeting.  Such a request  shall state the purpose or
purposes of the proposed meeting.


<PAGE>


     Section 3.03. Place of Meetings. Meetings of stockholders possessing voting
shares shall be held at such place, within or without the State of Maryland,  as
the Board of Directors designates.

     Section 3.04. Notice of Stockholder Meetings.

     (a) Required notice.  Written notice stating the place, day and hour of any
annual or special  stockholder  meeting  shall be delivered not less than 10 nor
more than 60 days before the date of the meeting,  either personally or by mail,
by or at the  direction  of the  President,  the  Board of  Directors,  or other
persons calling the meeting,  to each  stockholder of record entitled to vote at
such  meeting  and to any other  stockholder  entitled by the  Maryland  General
Corporation  Law or the  Articles  of  Incorporation  to  receive  notice of the
meeting.  Notice  shall be deemed to be  effective  at the  earlier of: (1) when
deposited in the United States mail, addressed to the stockholder at his address
as it appears  on the stock  transfer  books of the  corporation,  with  postage
thereon  prepaid;  (2) on the  date  shown  on the  return  receipt  if  sent by
registered  or certified  mail,  return  receipt  requested,  and the receipt is
signed by or on behalf of the addressee; or (3) when received.

     (b)  Adjourned  Meeting.  If any  stockholder  meeting  is  adjourned  to a
different date, time, or place,  notice need not be given of the new date, time,
and place,  if the new date,  time, and place is announced at the meeting before
adjournment.  But if the new record date for the adjourned meeting is or must be
fixed,  then notice must be given pursuant to the  requirements of paragraph (a)
of this Section 3.04, to those persons who are stockholders as of the new record
date.

     (c) Waiver of Notice. A stockholder may waive notice of the meeting (or any
notice  required  by  the  Maryland  General   Corporation   Law,   Articles  of
Incorporation,  or  these  By-laws),  by a  writing  signed  by the  stockholder
entitled to the notice,  which is delivered to the Corporation (either before or
after the date and time stated in the notice)  for  inclusion  in the minutes or
filing with the corporate records.

     A stockholder's attendance at a meeting:

     (1) waives  objection to lack of notice or defective  notice of the meeting
         unless the  stockholder  at the  beginning  of the  meeting  objects to
         holding the meeting or transacting business at the meeting; or

                                      -2-
<PAGE>

     (2) waives objection to consideration of a particular matter at the meeting
         that is not within the  purpose or  purposes  described  in the meeting
         notice,  unless the stockholder  objects to considering the matter when
         it is presented.

     (d)  Contents of Notice.  The notice of each  special  stockholder  meeting
shall include a description  of the purpose or purposes for which the meeting is
called.  Except as  provided  in this  Section  3.04 (d),  or as provided in the
Corporation's  Articles of  Incorporation,  or otherwise in the Maryland General
Corporation Law, the notice of an annual stockholder  meeting need not include a
description of the purpose or purposes for which the meeting is called.

     Section 3.05.  Fixing of Record Date;  List of  Stockholders.  The Board of
Directors may fix, in advance,  a record date not less than thirty nor more than
ninety  days  before the date then fixed for the  holding of any  meeting of the
stockholders. The record date shall not be prior to the close of business on the
day the record date is fixed.  All persons who were  holders of record of shares
at such time,  and no others,  shall be entitled to vote at such meeting and any
adjournment thereof. At each meeting of stockholders,  a true, full and complete
list of all  stockholders  entitled to vote at each meeting,  showing the number
and class of shares held by each and  certified by the  transfer  agent for such
class or by the  Secretary,  shall be furnished by the Secretary to the Board of
Directors.

     Section 3.06.  Quorum.  The holders,  present in person or  represented  by
proxy,  of a  majority  of the issued and  outstanding  shares of capital  stock
entitled to be voted at a meeting shall  constitute a quorum for the transaction
of business at the meeting.  If less than a quorum is present,  the holders of a
majority of such shares  whose  holders are so present or  represented  may from
time to time adjourn the meeting to another  place,  date or hour until a quorum
is present,  whereupon the meeting may be held, as  adjourned,  without  further
notice except as required by law or by Section 3.04.

     Section  3.07.  Voting.  When a  quorum  is  present  at a  meeting  of the
stockholders,  the vote of the  holders of a  majority  of the shares of capital
stock entitled to be voted whose holders are present in person or represented by
proxy shall decide any question brought before the meeting,  unless the question
is  one  upon  which,  by  express  provision  of  law  or of  the  Articles  of
Incorporation  or of  these  By-laws,  a  different  vote  is  required.  Unless
otherwise provided in the Articles of Incorporation, each stockholder shall at a
meeting of the 

                                      -3-
<PAGE>


stockholders be entitled to one (1) vote in person or by proxy for each share of
capital stock  entitled to be voted held by such  stockholders.  At a meeting of
the stockholders,  all questions  relating to the  qualifications of voters, the
validity of proxies,  and the  acceptance or rejection of votes shall be decided
by the presiding officer of the meeting.

     Section 3.08.  Presiding Officer of Meetings.  The Chairman of the Board of
Directors,  or in his  absence  the Chief  Executive  Officer,  or in both their
absence the President, shall preside at all meetings of the stockholders. In the
absence  of the  Chairman  of the Board,  the Chief  Executive  Officer  and the
President,  the  presiding  officer shall be elected by vote of the holders of a
majority of the shares of capital  stock  entitled to be voted whose holders are
present in person or represented by proxy at the meeting.

     Section 3.09. Secretary of Meetings. The Secretary of the Corporation shall
act as  secretary  of all  meetings of the  stockholders.  In the absence of the
Secretary,  the presiding  officer of the meeting shall appoint any other person
to act as secretary of the meeting.

     Section 3.10. Proxies.  At all meetings of stockholders,  a stockholder may
vote in person or vote by proxy which is executed in writing by the  stockholder
or which is executed by his duly authorized  attorney-in-fact.  Such proxy shall
be filed with the Secretary of the  Corporation  or other persons  authorized to
tabulate  votes  before or at the time of the  meeting.  No proxy shall be valid
after 11 months from the date of its execution unless otherwise  provided in the
proxy.

     Section 3.11. Nominations and Stockholder Business.

     (a) Annual Meeting of Stockholders.

     (1) With  respect to an annual  meeting  of  stockholders,  nominations  of
         persons for  election  to the Board of  Directors  and the  proposal of
         business to be considered by the  stockholders  may be made only (i) by
         or at  the  direction  of  the  Board  of  Directors  or  (ii)  by  any
         stockholder of the  Corporation  who was a stockholder of record at the
         time of giving  notice of such  nomination,  who is entitled to vote at
         the meeting and who complied  with the notice  procedures  set forth in
         this Section 3.11(a).

     (2) For  nominations  or other  business to be properly  brought  before an
         annual  meeting by a  stockholder 

                                      -4-


<PAGE>

         pursuant to clause (ii) of paragraph  (a)(1) of this Section 3.11,  the
         stockholder  must have given  timely  notice  thereof in writing to the
         Secretary of the  Corporation.  To be timely,  a  stockholder's  notice
         shall be delivered to the Secretary at the principal  executive offices
         of the Corporation not less than 60 days nor more than 90 days prior to
         the first anniversary of the preceding year's annual meeting; provided,
         however,  that in the  event  that the date of the  annual  meeting  is
         advanced by more than 30 days or delayed by more than 60 days from such
         anniversary  date,  notice by the  stockholder  to be timely must be so
         delivered  not earlier  than the 90th day prior to such annual  meeting
         and not later than the close of  business  on the later of the 60th day
         prior to such  annual  meeting  or the tenth day  following  the day on
         which  public  announcement  of the date of such meeting is first made.
         Such  stockholder's  notice shall set forth: (i) as to each person whom
         the  stockholder  proposes to nominate for election or  reelection as a
         director all information relating to such person that is required to be
         disclosed in solicitations of proxies for election of directors,  or is
         otherwise  required,  in each case pursuant to Regulation 14A under the
         Securities  Exchange Act of 1934, as amended  (including  such person's
         written  consent to being named in the proxy statement as a nominee and
         to serving as a director  if  elected);  (ii) as to any other  business
         that the stockholder  proposed to bring before the meeting, the reasons
         for conducting  such business at the meeting and any material  interest
         in such business of such  stockholder  and of the beneficial  owner, if
         any,  on  whose  behalf  the  proposal  is  made;  and  (iii) as to the
         stockholder  giving notice and the beneficial  owner,  if any, on whose
         behalf the nomination or proposal is made, the name and address of such
         stockholder,  as they  appear  on the  Corporation's  books and of such
         beneficial  owner and the class and number of shares of the Corporation
         which are owned beneficially and of record by such stockholder and such
         beneficial owner.

     (3) Notwithstanding  anything in the second sentence of Section  3.11(a)(2)
         to the  contrary,  in the  event  that the  number of  directors  to be
         elected to the Board of Directors  is increased  and there is no public
         announcement  naming all of the nominees for

                                      -5-
<PAGE>

         director or  specifying  the size of the  increased  Board of Directors
         made by the Corporation at least 70 days prior to the first anniversary
         of the preceding year's annual meeting, a stockholder's notice required
         by this Section 3.11(a) shall also be considered  timely, but only with
         respect to nominees for any new positions created by such increase,  if
         it shall be  delivered  to the  Secretary  at the  principal  executive
         offices of the  Corporation not later than the close of business on the
         tenth day following the day on which such public  announcement is first
         made by the Corporation.

     (b) Special Meetings of Stockholders. Only such business shall be conducted
at a special  meeting  of  stockholders  as shall have been  brought  before the
meeting pursuant to the Corporation's notice of meeting.  Nominations of persons
for  election  to the Board of  Directors  may be made at a special  meeting  of
stockholders at which directors are to be elected pursuant to the  Corporation's
notice of meeting (i) by or at the  direction  of the Board of Directors or (ii)
provided  that the Board of Directors has  determined  that  directors  shall be
elected at such special meeting,  by any stockholder of the Corporation who is a
stockholder  of record at the time of  giving  of  notice  provided  for in this
Section  3.11(b),  who is entitled to vote at the meeting and who complied  with
the  notice  procedures  set  forth in this  Section  3.11(b).  In the event the
Corporation  calls a special meeting of stockholders for the purpose of electing
one or more  directors  to the  Board of  Directors,  any such  stockholder  may
nominate a person or persons (as the case may be) for election to such  position
as specified in the Corporation's notice of meeting, if the stockholder's notice
complies with the  requirements  of Section  3.11(a)(2)  and is delivered to the
Secretary at the principal executive offices of the Corporation not earlier than
the 90th day  prior to such  special  meeting  and not  later  than the close of
business on the later of the 60th day prior to such special meeting or the tenth
day following the day on which public  announcement is first made of the date of
the special meeting and of the nominees  proposed by the directors to be elected
at such meeting.

     (c) General.

     (1) Only such persons who are nominated in accordance  with the  procedures
         set forth in Section 3.11 shall be eligible to serve as  directors  and
         only such business shall be conducted at a meeting of  stockholders  as
         shall have been  brought  before the  meeting  in  accordance  with the
         procedures set forth in this Section 3.11. The presiding officer of the
         meeting shall have the power and duty to determine whether a nomination
         or any business  proposed to be brought  before the meeting was made in
         accordance  with the  procedures set
   
                                       -6-
<PAGE>

         forth in this section 3.11 and, if any proposed  nomination or business
         is not in  compliance  with this  Section  3.11,  to declare  that such
         defective nomination or proposal be disregarded.

     (2) For purposes of this Section  3.11,  "public  announcement"  shall mean
         disclosure in a press  release  reported by the Dow Jones News Service,
         Associated  Press or comparable news service or in a document  publicly
         filed by the  Corporation  with the Securities and Exchange  Commission
         pursuant to Section 13, 14 or 15(d) of the  Securities  Exchange Act of
         1934, as amended (the "Exchange Act").

     (3) Notwithstanding  the  foregoing  provisions  of this  Section  3.11,  a
         stockholder shall also comply with all applicable requirements of state
         law and of the  Exchange Act and the rules and  regulations  thereunder
         with respect to the matters set forth in this Section 3.11.  Nothing in
         this Section 3.11 shall be deemed to affect any rights of  stockholders
         to request inclusion of proposals in the Corporation's  proxy statement
         pursuant to Rule 14a-8 under the Exchange Act.

                                    ARTICLE 4
                               BOARD OF DIRECTORS

     Section  4.01.  Powers.  The business of the  Corporation  shall be managed
under the  direction of the Board of  Directors,  which shall  exercise all such
powers of the  Corporation  and do all such lawful acts and things as are not by
law or by the Articles of Incorporation or by these By-laws directed or required
to be exercised or done by the stockholder.

     Section 4.02. Number; Election; Qualification; Term.

     (a) The Board of Directors  shall consist of twelve  members or such number
as determined from time to time by amendment of this  subsection.  The number of
Directors shall in no event be less than three. The term of office of a Director
shall not be affected by any decrease in the authorized number of Directors.

     (b) The Board of Director shall  initially  consist of the persons named as
the  Directors  of the  Corporation  by the  incorporater  in  the  Articles  of
Incorporation  and any  Directors  selected in  accordance  with  Section  4.03.
Beginning with the annual meeting of  stockholders in 1994, at the first meeting
and at each  subsequent  annual meeting of the  stockholders,  the  stockholders
shall elect Directors as set forth in paragraph (d) below.

                                       -7-
<PAGE>

     (c) Unless by the terms of the action  pursuant to which he was elected any
special  condition  or  conditions  must be  fulfilled  in  order  for him to be
qualified,  a person  elected as a Director  shall be deemed to be qualified (1)
upon his receipt of notice of election and his indication of acceptance  thereof
or (2) upon the  expiration of ten days after notice of election is given to him
without  his  having  given  notice  of  inability  or  unwillingness  to serve.
Directors  do not  need to be  residents  of  Maryland  or  stockholders  of the
Corporation.

     (d) The initial Directors shall be classified, with respect to the time for
which they severally hold office,  into three classes, as nearly equal in number
as possible.  One class shall serve for a term expiring at the annual meeting of
stockholders  to be held in 1994.  Another class shall serve for a term expiring
at the annual meeting of  stockholders  to be held in 1995.  Another class shall
serve for a term expiring at the annual  meeting of  stockholders  to be held in
1996.  Each  class  will  hold  office  until its  successors  are  elected  and
qualified.  At each annual meeting of the stockholders of the  Corporation,  the
successors of the class of directors whose terms expire at that meeting shall be
elected to hold office for a term expiring at the annual meeting of stockholders
held in the third year following the year of their election.

     Section  4.03.   Vacancies.   Whenever   between  annual  meetings  of  the
stockholders  any vacancy  exists in the Board of  Directors by reason of death,
resignation,  removal,  or increase in the  authorized  number of Directors,  or
otherwise,  it may be filled by vote of a majority of the Directors in office. A
director  elected by the Board of Directors to fill a vacancy  shall hold office
until the next  annual  meeting of the  Corporation,  at which time a  successor
shall be  elected  to fill the  remaining  term of the  position  filled by such
director.

     Section 4.04. Place of Meetings.  Any meeting of the Board of Directors may
be held either within or without the State of Maryland.

                                      -8-

<PAGE>


     Section 4.05. Annual Meeting. There shall be an annual meeting of the Board
of  Directors  for an  election of officers  and the  transaction  of such other
business as may be brought  before the meeting.  The annual meeting of the Board
shall be held  immediately  following the annual meeting of the  stockholders or
any  adjournment  thereof,  at  the  place  where  the  annual  meeting  of  the
stockholders  was held or at such other place as a majority of the Directors who
are then present  determine.  If the annual  meeting is not so held, it shall be
called and held in the manner provided herein for special  meetings of the Board
or conducted pursuant to Section 4.12.

     Section 4.06 Regular Meetings.  Regular meetings of the Board of Directors,
other  than the annual  meeting,  may be held  without  notice at such times and
places as the Board may have fixed by resolution.

     Section 4.07. Special Meetings.  Special meetings of the Board of Directors
may be called by the Chairman of the Board or the  President and shall be called
on the written request of any Director.

     Section  4.08.  Notice  of,  and Waiver of Notice  for,  Special  Directors
Meetings.  Unless the Articles of Incorporation  provide for a longer or shorter
period,  notice of any special director meeting shall be given at least two days
previously  thereto either orally or in writing.  If notice is given in writing,
notice of any  director  meeting  shall be deemed to be effective at the earlier
of: (1) when  received;  or (2) the date shown on the return  receipt if sent by
registered  or certified  mail,  return  receipt  requested,  and the receipt is
signed by or on behalf of the  Director.  Any  Director  may waive notice of any
meeting. Except as provided in the next sentence, the waiver must be in writing,
signed by the  Director  entitled to the  notice,  and filed with the minutes or
corporate records.  The attendance of a Director at a meeting shall constitute a
waiver of notice of such meeting,  except where a Director attends a meeting for
the express  purpose of objecting to the  transaction of any business and at the
beginning of the meeting (or promptly  upon his arrival)  objects to holding the
meeting or transacting business at the meeting, and does not thereafter vote for
or assent to action  taken at the  meeting.  Unless  required by the Articles of
Incorporation, neither the business to be transacted at, nor the purpose of, any
special  meeting of the Board of  Directors  need be  specified in the notice or
waiver of notice of such meeting.

     Section 4.09.  Organization.  Every meeting of the Board of Directors shall
be  presided  over by the  Chairman  of the Board or in his absence by the Chief
Executive Officer or in both 

                                      -9-
<PAGE>

their absence the  President.  In the absence of the Chairman of the Board,  the
Chief Executive Officer, and the President,  a presiding officer shall be chosen
by a majority of the Directors  present.  The Secretary of the Corporation shall
act as secretary  of the meeting.  In his absence the  presiding  officer  shall
appoint another person to act as secretary of the meeting.

     Section 4.10.  Quorum.  The presence of a majority or more of the number of
Directors fixed by Section 4.02(a) shall be necessary to constitute a quorum for
the  transaction  of business at a meeting of the Board of Directors;  provided,
however,  that if any one (1) or more of the Directors  recuse  themselves  from
consideration  of a  particular  matter or  matters at a meeting of the Board of
Directors,  the  presence of a majority  or more of (i) the number of  Directors
fixed by Section 4.02(a),  less (ii) the number of Directors who have so recused
themselves,  shall be sufficient to constitute a quorum for the  transaction  of
business at such meeting of the Board of Directors;  provided further,  however,
that in no event shall the number of Directors sufficient to constitute a quorum
for the  transaction  of business at a meeting of the Board of Directors be less
than one-third of the number of Directors fixed by Section 4.02(a). If less than
quorum is  present,  a majority of the  Directors  present may from time to time
adjourn  the  meeting  to  another  time or  place  until a quorum  is  present,
whereupon the meeting may be held, as adjourned, without further notice.

     Section 4.11.  Vote. The act of a majority of the Directors  present at any
meeting at which there is a quorum  shall be the act of the Board of  Directors,
except as may be  otherwise  specifically  provided by law,  by the  Articles of
Incorporation,  or by  these  By-laws.  Where  a vote of the  Directors  present
results in a tie, the action  proposed  shall not constitute an act of the Board
of Directors.

     Section 4.12. Action in Lieu of a Meeting. Any action required or permitted
to be taken at any meeting of the Board of Directors or of any committee thereof
may be taken without a meeting, if a unanimous written consent of the members of
the Board or  committee,  as the case may be,  is  signed by each  member of the
Board or  committee,  and the writing or writings  are filed with the minutes of
the proceedings of the Board or committee.

     Section 4.13. Conference Call Meeting. Members of the Board of Directors or
of any committee thereof may participate in a meeting of the Board or committee,
as the case may be, by means of conference  telephone or similar  communications
equipment  by means of which all persons  participating  in the meeting can hear
each other, and such  participation  in a meeting shall  constitute  presence in
person at the meeting.


                                      -10-
<PAGE>

     Section 4.14. Removal of Director. Any Director shall be subject to removal
as provided in the Articles of Incorporation.

     Section  4.15.  Chairman of the Board.  The Board of Directors may choose a
Chairman of the Board who shall,  if  present,  preside at meetings of the Board
and of the  stockholders.  The  Chairman  of the Board may be an  officer of the
Corporation elected pursuant to Article 6.

     Section 4.16.  Compensation.  Unless otherwise  provided in the Articles of
Incorporation,  each  Director  may  receive  compensation  for  services to the
Corporation  in his capacity as a Director in such manner and in such amounts as
may be fixed from time to time pursuant to resolution of the Board of Directors,
and expenses of attendance  at each regular or special  meetings of the Board of
Directors.  Officers  of the  Corporation  who are  Directors  will  not be paid
director fees.

                                    ARTICLE 5
                                   COMMITTEES

     Section  5.01.  Committees  of the Board.  The Board of  Directors  may, by
resolution  passed by a majority of the  Directors in office,  establish  one or
more committees,  each committee to consist of two or more of the Directors. The
Board may designate one or more Directors as alternate members of any committee,
who may replace any absent or  disqualified  member or members at any meeting of
the committee.  Any such committee,  to the extent provided in the resolution of
the Board,  shall have and may exercise all the power and authority of the Board
for direction and  supervision  of the management of the business and affairs of
the Corporation, and may authorize the seal of the Corporation to the affixed to
all papers that may require it. No such committee,  however, shall have power or
authority to (i) amend the Articles of Incorporation or the By-laws,  (ii) adopt
an agreement of merger or consolidation, (iii) recommend to the stockholders the
sale, lease, or exchange of all or substantially all the Corporation's  property
and assets,  (iv) recommend to the stockholders a dissolution of the Corporation
or a revocation  of a  dissolution,  or (v) declare a dividend or authorize  the
issuance of stock.

     Section  5.02.  Procedures;  Minutes  of  Meetings.  Each  committee  shall
determine its rules with respect to notice,  quorum,  voting,  and the taking of
action,  provided  that such rules shall be  consistent  with law,  the rules in
these By-laws  applicable to the Board of Directors,  and the  resolution of the
Board  establishing the committee.  Each committee shall keep

                                      -11-
<PAGE>

regular  minutes of its  meetings  and report the same to the Board of Directors
when required.

                                    ARTICLE 6
                                    OFFICERS

     Section 6.01.  General.  The Board of Directors shall elect the officers of
the Corporation,  which shall include a Chief Executive Officer, a President,  a
Secretary,  and a Treasurer,  and such other officers as in the Board's  opinion
are  desirable  for the conduct of the business of the  Corporation.  Any two or
more offices may be held by the same person except that the President  shall not
hold the  Office  of  Secretary.  If  specifically  authorized  by the  Board of
Directors, an officer may appoint one or more officers or assistant officers.

     Section  6.02.  Power and Duties.  Each of the officers of the  Corporation
shall, unless otherwise ordered by the Board of Directors,  have such powers and
duties as generally pertain to his respective office, as well as such powers and
duties as from time to time may be conferred upon him by the Board.

     Section 6.03. Term of Office;  Removal and Vacancy. Each officer shall hold
his office  until his  successor  is elected and  qualified or until his earlier
resignation  or removal and shall be subject to removal with or without cause at
any time by the affirmative  vote of a majority of the Directors in office.  Any
vacancy  occurring in any office of the Corporation shall be filled by the Board
of Directors.

     Section 6.04. Chief Executive Officer. The Chief Executive Officer shall be
the principal  executive  officer of the Corporation and, subject to the control
of the Board of Directors and with the President, shall in general supervise and
control  all of the  business  and  affairs of the  Corporation  and perform all
duties incident to the office of Chief  Executive  Officer and such other duties
as may be prescribed by the Board of Directors from time to time. He shall, when
present and in the absence of the Chairman of the Board, preside at all meetings
of the stockholders and of the Board of Directors.

     Section 6.05. President. The President, subject to the control of the Board
of Directors and at the direction of and with the Chief Executive Officer, shall
in  general  supervise  and  control  all of the  business  and  affairs  of the
Corporation.  He shall,  when  present and in the absence of the Chairman of the
Board  and  the  Chief  Executive  Officer,  preside  at  all  meetings  of  the
stockholders and the Board of Directors.  He may sign, with the Secretary or any
other proper  officer of the  Corporation  authorized by the Board of Directors,
certificates  for  shares  of 

                                      -12-
<PAGE>

the Corporation and deeds,  mortgages,  bonds,  contracts,  or other instruments
which the Board of Directors  has  authorized  to be  executed,  except in cases
where the signing and  execution  thereof  shall be  expressly  delegated by the
Board of  Directors  or by these  By-laws to some other  officer or agent of the
Corporation, or shall be required by law to be otherwise signed or executed; and
in general shall perform all duties incident to the office of President and such
other duties as may be  prescribed  by Chief  Executive  Officer or the Board of
Directors from time to time.

     Section 6.06.  Secretary.  The Secretary shall: (a) keep the minutes of the
proceedings  of the  stockholders  and of the Board of  Directors in one or more
books  provided  for that  purpose;  (b) see that all  notices are duly given in
accordance  with the  provisions  of these By-laws or as required by law; (c) be
custodian of the  corporate  records and of any seal of the  Corporation  and if
there is a seal of the Corporation,  see that it is affixed to all documents the
execution  of  which  on  behalf  of the  Corporation  under  its  seal  is duly
authorized;  (d) when  requested  or required,  authenticate  any records of the
Corporation;  (e) keep a register of the post office address of each stockholder
which shall be furnished to the Secretary by such stockholder; (f) sign with the
President, or a Vice-president,  certificates for shares of the Corporation, the
issuance of which shall have authorized by resolution of the Board of Directors;
(g) have general charge of the stock transfer books of the Corporation;  and (h)
in general perform all duties incident to the office of Secretary and such other
duties  as from  time to time  may be  assigned  to him by the  Chief  Executive
Officer, the President or the Board of Directors.

     Section 6.07.  Treasurer.  The Treasurer shall: (a) have charge and custody
of and be  responsible  for all funds and  securities  of the  Corporation;  (b)
receive and give receipts for money due and payable to the Corporation  from any
source whatsoever, and deposit all such moneys in the name of the Corporation in
such banks,  trust companies,  or other depositories as shall be selected by the
Board of Directors;  and (c) in general,  perform all of the duties  incident to
the  office  of  Treasurer  and such  other  duties  as from time to time may be
assigned to him by the Chief  Executive  Officer,  the President or the Board of
Directors.  If required by the Board of Directors,  the  Treasurer  shall give a
bond for the  faithful  discharge of his duties in such sum and with such surety
or sureties as the Board of Directors shall determine.

     Section 6.08. Compensation. The compensation of the officers shall be fixed
from time to time by the Board of Directors.


                                      -13-
<PAGE>

                                    ARTICLE 7
                                  CAPITAL STOCK

     Section 7.01.  Certificates  of Stock.  Each  stockholder  is entitled to a
certificate which represents and certifies the shares of capital stock he or she
holds in the  Corporation.  A  certificate  may not be  issued  until  the stock
represented by it is fully paid. Certificates for shares of capital stock of the
Corporation  shall be in such  form as the Board of  Directors  may from time to
time prescribe and shall be signed by the President or a  Vice-President  and by
the  Secretary  or the  Treasurer.  Any or  each  of the  signatures  on a stock
certificate,  including  that  of any  transfer  agent  or  registrar,  may be a
facsimile.  If any officer,  transfer agent or registrar who has signed or whose
facsimile  signature  has been placed upon a  certificate  has ceased to be such
officer,  transfer  agent, or registrar  before the  certificate is issued,  the
certificate  may be issued  by the  Corporation  with the same  effect as if the
officer,  transfer  agent,  or registrar were the officer,  transfer  agent,  or
registrar at the date of issuance.

     Section 7.02.  Transfer of Stock.  Subject to restrictions  provided in the
Articles  of  Incorporation,  shares  of  stock  of  the  Corporation  shall  be
transferable  on the  books of the  Corporation  only by the  holder  of  record
thereof,  in  person  or  by  duly  authorized  attorney,   upon  surrender  and
cancellation of a certificate or certificates for a like number of shares,  with
an assignment or power of transfer endorsed thereon or delivered therewith, duly
executed,  and with  such  proof of the  authenticity  of the  signature  and of
authority to transfer,  and of payment of transfer  taxes, as the Corporation or
its agents may require.

     Section  7.03.  Ownership of Stock.  The  Corporation  shall be entitled to
treat the holder of record of any share or shares of stock as the owner  thereof
in fact and shall not be bound to recognize  any  equitable or other claim to or
interest in such share or shares on the part of any other person, whether or not
it has express or other notice thereof,  except as otherwise  expressly provided
by law.

     Section  7.04.  Lost,  Stolen,  or  Destroyed  Certificates.  In  case  any
certificate  for stock of the  Corporation is lost,  stolen,  or destroyed,  the
Corporation may require such proof of the fact and such indemnity to be given to
it, to its transfer agent, or to its registrar,  if any, as deemed  necessary or
advisable by it.

                                      -14-

<PAGE>


                                    ARTICLE 8
                                  MISCELLANEOUS

     Section 8.01. Corporate Seal. The seal of the Corporation shall be circular
in  form  and  shall  contain  the  name  of  the   Corporation,   the  year  of
incorporation, and the words "Maryland" and "Corporate Seal."

     Section 8.02.  Fiscal Year. The Board of Directors shall have power to fix,
and from time to time to change, the fiscal year of the Corporation.  The fiscal
year of the Corporation initially shall be the calendar year.

     Section 8.03. Stock Ledger. The Corporation shall maintain in its principal
office  a  stock  ledger  which  contains:  (1) the  name  and  address  of each
stockholder;  and (2) the  number  of shares  of stock of each  class  which the
stockholder holds. The stock ledger shall at all times be conclusive evidence of
the ownership of all  outstanding  shares of stock of the  Corporation,  and the
registered  holder shown on such ledger shall be the stockholder with respect to
the shares  allocated to such  registered  holder  thereon for purposes of these
By-laws and for all other  purposes.  The stock ledger may be in written form or
in any other form which can be converted  within a reasonable  time into written
form for visual  inspection.  There shall be made  available upon request of any
stockholder,  in  accordance  with the General Laws of the State of Maryland,  a
record containing the number of shares of stock issued during a specified period
not  to  exceed  twelve  (12)  months  and  the  consideration  received  by the
Corporation for each such share.

     Section 8.04.  Books and Records.  The Corporation  shall keep accurate and
complete:  (1) books and  records  of its  accounts  and  transactions;  and (2)
minutes of the proceedings of its stockholders and Board of Directors and of any
executive or other  committee when  exercising any of the powers of the Board of
Directors. The books and records of the Corporation may be in written form or in
any other form which can be converted within a reasonable time into written form
for visual  inspection.  Minutes  shall be recorded  in written  form but may be
maintained in the form of a reproduction.

     Section 8.05. Distributions.  The Board of Directors may authorize, and the
Corporation  may make,  distributions  (including  dividends on its  outstanding
shares) in the manner and upon the terms and  conditions  provided by applicable
law and in the Articles of Incorporation.


                                      -15-
<PAGE>


                                    ARTICLE 9
                          INDEMNIFICATION; TRANSACTIONS
                             WITH INTERESTED PERSONS

     Section 9.01. Indemnification. The Corporation shall, to the fullest extent
permitted by Section 2-418 of the Maryland General  Corporation Law as in effect
from  time to time,  indemnify  any  person  who is or was,  or is the  personal
representative  of a  deceased  person  who was a  Director  or  officer  of the
Corporation against any judgments,  penalties, fines, settlements and reasonable
expenses  and any  other  liabilities,  provided  that,  unless  applicable  law
otherwise requires, indemnification shall be contingent upon a determination, by
the Board of Directors by a majority  vote of a quorum  consisting  of Directors
not,  at the time,  parties to the  proceeding,  or, if such a quorum  cannot be
obtained,  then by a  majority  vote of a  committee  of the Board of  Directors
consisting  solely of two or more  Directors  not, at the time,  parties to such
proceeding and who were duly  designated to act in the matter by a majority vote
of the  full  Board  in which  the  designated  Directors  who are  parties  may
participate or by special legal counsel selected by and if directed by the Board
of  Directors  as  set  forth  above,  that  indemnification  is  proper  in the
circumstances  because such Director,  officer,  employee,  or agent has met the
applicable  standard of conduct  prescribed by Section  2-418(b) of the Maryland
General Corporation Law.

     Section  9.02.   Transactions  with  Interested  Persons.  No  contract  or
transaction  between the  Corporation  and any of its Directors or officers,  or
between the Corporation  and any other  corporation,  partnership,  association,
firm or other entity in which any of its  Directors or officers is a director or
officer or has a material financial  interest,  shall be void or voidable solely
for that  reason,  or solely  because  the  Director or officer is present at or
participates  in the meeting of the Board of Directors  or committee  thereof at
which the contract or transaction is authorized, approved or ratified, if --

          (a) the material  facts as to his  relationship  or interest and as to
     the  contract or  transaction  are  disclosed  or are known to the Board of
     Directors  or the  committee,  and the  Board  of  Directors  or  committee
     authorizes,  approves  or  ratifies  the  contract  or  transaction  by the
     affirmative vote of a majority or the disinterested Directors,  even though
     the disinterested Directors constitute less than a quorum; or

          (b) the material facts as to his  relationship  or interest and as the
     contract or  transaction  are  disclosed  or are known to the  stockholders
     entitled to vote thereon,  and the contract or transaction is  specifically
     authorized,  approved  or  ratified  by a majority of the votes cast by the
     stockholders  entitled  to

                                      -16-
<PAGE>

     vote other than the votes of shares owned of record or  beneficially by the
     interested Director, officer, corporation, firm or other entity.

No such contract or transaction shall be entered into by the Corporation  unless
the terms of the  contract or  transaction  have been  approved by action of the
Board of Directors with the interested Director abstaining.

     Section  9.03.  Corporate  Opportunity.  Any  Director  or  officer  of the
Corporation who simultaneously serves as a director,  officer or employee of any
other  corporation,  partnership,  association,  firm or  other  entity  ("Other
Company") shall refrain from communicating to such Other Company, and from using
or otherwise  acting on behalf of such Other Company,  any information  acquired
solely as a result of his  position as a Director or officer of the  Corporation
concerning any business  opportunity under  consideration by the Corporation for
itself, Carr Realty, L.P. or any direct or indirect subsidiary of either. If the
Other Company has independently  learned about a business opportunity also under
consideration  by the  Corporation,  and if such  Director  or  officer  has not
participated in the  consideration of the opportunity by the  Corporation,  then
such  Director  or  officer  may  participate  in  the   consideration  of  that
opportunity  by such  Other  Company  provided  that such  Director  or  officer
abstains from all  participation in the consideration of that opportunity by the
Corporation  unless and until such Other Company has concluded its consideration
of such  opportunity and determined not to pursue such opportunity  further.  If
such  Director  or officer  has  participated  or wishes to  participate  in the
consideration of such an opportunity by the  Corporation,  then such Director or
officer  shall  abstain  from  all  participation  in the  consideration  of the
opportunity by the Other Company unless and until the  Corporation has concluded
its  consideration  of  such  opportunity  and  determined  not  to  pursue  the
opportunity  further.  In connection with the foregoing,  each such Director and
officer shall be afforded a reasonable opportunity to make a judgment whether he
will participate with the Corporation in the  consideration of any such business
opportunity,  including  without  limitation,  a  reasonable  time to  determine
whether any Other  Company  which such  Director  or officer  serves has learned
about any such  business  opportunity;  provided,  however,  that in making such
judgment  such Director or officer shall not have taken (or omitted to take) any
action  inconsistent  with the first  sentence  of this  Section  9.03.  No such
Director or officer shall be deemed to have participated in the consideration of
any business  opportunity by the  Corporation  unless and until such Director or


                                      -17-
<PAGE>

officer has been  afforded a reasonable  opportunity  to make such  judgment and
decision.  The  provisions  of this  Section  9.03 are in  addition to any other
restrictions imposed by law or otherwise.

                                   ARTICLE 10
                                     NOTICES

     Section 10.01.  Notice.  Whenever notice, is required or permitted by these
By-laws to be given to any person, it may be either (a) oral and communicated in
person,  by  telephone,  or  by  radio,  television,  or  other  form  of  voice
communication,  effective  upon  receipt by the  person,  or (b) in writing  and
communicated by being delivered by hand, by mail, or by telegraph,  teletype, or
other form of record communication,  effective upon receipt by the person or, if
earlier,  upon  delivery  at his  address as  registered  in the  records of the
Corporation for purposes of notice-giving ("notice address");  provided that (1)
notice of a meeting of the stockholders  shall be in writing,  and (2) a written
notice,  if mailed  postpaid and  correctly  addressed to a person at his notice
address shall be effective  three  business days after its deposit by the sender
in the United States mail.

     Section  10.02.  Waiver.  Whenever any notice is required to be given under
the provisions of law of the Articles of  Incorporation  or of these By-laws,  a
waiver  thereof in  writing,  signed by the person or  persons  entitled  to the
notice,  whether  before  or after  the time  stated  therein,  shall be  deemed
equivalent  thereto.  Attendance at a meeting for which notice is required shall
be deemed  waiver of such notice  unless such  attendance  is for the purpose of
objecting,  at the beginning of the meeting,  to the  transaction of business on
the ground that the meeting is not lawfully called or convened.

                                   ARTICLE 11
                                    AMENDMENT

     These By-laws may be amended or repealed, or new By-laws may be adopted, by
the  stockholders  at any  meeting  of the  stockholders,  or by  the  Board  of
Directors  at any meeting of the Board of  Directors or pursuant to Section 4.12
of these  By-laws;  provided that the Board of Directors may not amend or repeal
this Article, Article 9.02 or Article 9.03 or any part of these By-laws that has
been adopted by the  stockholders  subject to the express  condition that it may
not be amended  or  repealed  except by holders of a majority  of the issued and
outstanding shares of Common Stock.


                                      -18-

<PAGE>


     The  undersigned,  being the Secretary of CarrAmerica  Realty  Corporation,
hereby certifies the foregoing to be the Second Amendment and Restatement of the
By-laws of that  Corporation  duly  adopted by the Board of  Directors as of the
25th day of October, 1996.




                                      /s/Andrea Fish Bradley
                                      ----------------------
                                      Andrea Fish Bradley
                                      Secretary













                                      -19-