Exhibit 10.2
                               SECOND AMENDMENT TO
                           THIRD AMENDED AND RESTATED
                        AGREEMENT OF LIMITED PARTNERSHIP
                                       OF
                                CARR REALTY, L.P.


     THIS SECOND AMENDMENT TO THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED
PARTNERSHIP OF CARR REALTY, L.P. (this "Second Amendment"), dated February 17,
1998, is entered into by CarrAmerica Realty Corporation, a Maryland corporation,
as general partner (the "General Partner") of Carr Realty, L.P. (the
"Partnership"), and the parties listed on Schedule A hereto (each, a
"Contributor").

     WHEREAS, on the date hereof, each Contributor is receiving Class C units of
limited partnership interest in the Partnership in exchange for such
Contributor's limited partnership interest in Square 24 Associates, a District
of Columbia limited partnership in which the Partnership is the sole general
partner, pursuant to a closing under a certain Contribution Agreement by and
between the Partnership and such Contributor; and

     WHEREAS, each Contributor is agreeing to become, upon execution hereof, a
party to the Partnership Agreement and to be bound by all of the terms,
conditions and other provisions of the Partnership Agreement.

     NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt and sufficiency of which hereby are
acknowledged, the General Partner hereby amends the Partnership Agreement as
follows:

     1. Each Contributor hereby agrees to become a party to the Partnership
Agreement and to be bound by all of the terms, conditions and other provisions
of the Partnership Agreement.

     2. Under the authority granted to the General Partner by Section 4.2.A., in
accordance with the requirements of Section 4.2.F.(5), and pursuant to certain
Contribution Agreements, dated as of January ___, 1998, by and between Carr
Realty, L.P. and certain partners in Square 24 Associates, Exhibit A hereby is
amended by replacing such Exhibit A with the Exhibit A attached to this Second
Amendment, and each Contributor hereby is admitted to the Partnership as an
Additional Limited Partner holding Class C Units.

                                     * * * *

     All capitalized terms used in this Second Amendment and not otherwise
defined shall have the meanings assigned in the Partnership Agreement. Except as
modified herein, all terms and conditions of the Partnership Agreement shall
remain in full force and effect, which terms and conditions the General Partner
hereby ratifies and affirms.


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     IN WITNESS WHEREOF, the undersigned has executed this Second Amendment as
of the date first set forth above.


                                CARRAMERICA REALTY CORPORATION,
                                as General Partner of Carr Realty, L.P.
                                and on behalf of existing Limited Partners



                                By:    /s/ Karen B. Dorigan
                                       -----------------------------------------
                                Name:  Karen B. Dorigan
                                       -----------------------------------------
                                Title: Senior Vice President
                                       -----------------------------------------




                                CONTRIBUTORS



                                By:    /s/ Karen B. Dorigan
                                       -----------------------------------------
                                Name:  Karen B. Dorigan
                                       -----------------------------------------
                                       As Attorney-in-Fact for each of the
                                       Holders listed on Schedule A attached
                                       hereto