<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20543


                                    FORM 10-Q


                QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


                         FOR QUARTER ENDED June 30, 2000

                           COMMISSION FILE NO. 1-11706


                         CARRAMERICA REALTY CORPORATION
-------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


            Maryland                                  52-1796339
---------------------------------     ----------------------------------------
(State or other jurisdiction of                   (I.R.S. Employer
 incorporation or organization)                 Identification Number)


                   1850 K Street, N.W., Washington, D.C. 20006
-------------------------------------------------------------------------------
               (Address or principal executive office) (Zip code)


        Registrant's telephone number, including area code (202) 729-1000
                                                           --------------

                                       N/A
-------------------------------------------------------------------------------
              (Former name, former address and former fiscal year,
                         if changed since last report)


            Number of shares outstanding of each of the registrant's
                classes of common stock, as of August 14, 2000:

            Common Stock, par value $.01 per share: 66,342,364 shares
-----------------------------------------------------------------------------

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 twelve (12) months (or such shorter period that the Registrant was
required to file such report) and (2) has been subject to such filing
requirements for the past ninety (90) days.

             YES          X                         NO
                      -----------               -----------
<PAGE>

<TABLE>
<CAPTION>



                                           Index
                                           -----
                                                                                                                     Page
  <S>   <C>                                                                                                         <C>
Part I: Financial Information
-----------------------------

Item 1.  Financial Statements

         Consolidated balance sheets of CarrAmerica Realty Corporation and subsidiaries as of June 30, 2000
         (unaudited) and December 31, 1999.................................................................             4

         Consolidated statements of operations of CarrAmerica Realty Corporation and subsidiaries for the
         three months and six months ended  June 30, 2000 and 1999 (unaudited).............................        5 to 6

         Consolidated statements of cash flows of CarrAmerica Realty Corporation and subsidiaries for the
         six months ended June 30, 2000 and 1999 (unaudited)...............................................             7

         Notes to consolidated financial statements (unaudited)............................................       8 to 12

Item 2.  Management's Discussion and Analysis of Financial Condition
         and Results of Operations........................................................................       13 to 18

Item 3.  Quantitative and Qualitative Disclosures About Market Risk.......................................             19


Part II: Other Information
--------------------------

Item 1.   Legal Proceedings...............................................................................             20

Item 4.   Submission of Matters to a Vote of Security Holders.............................................             20

Item 6.  Exhibits and Reports on Form 8-K.................................................................       20 to 21
</TABLE>




                                       2
<PAGE>

                                    Part I
                                    ------



Item 1.  Financial Information
         ---------------------

         The information furnished in the accompanying consolidated balance
sheets, consolidated statements of operations and consolidated statements of
cash flows of CarrAmerica Realty Corporation and subsidiaries (the Company)
reflect all adjustments which are, in the opinion of management, necessary for a
fair presentation of the aforementioned financial statements for the interim
periods.

         The aforementioned financial statements should be read in conjunction
with the notes to the financial statements and Management's Discussion and
Analysis of Financial Condition and Results of Operations.




                                       3
<PAGE>

                       CARRAMERICA REALTY CORPORATION AND
                 SUBSIDIARIES Consolidated Balance Sheets As Of
                       June 30, 2000 and December 31, 1999

-------------------------------------------------------------------------------

 (In thousands, except per share and share amounts)
<TABLE>
<CAPTION>
                                                                                 June 30,            December 31,
                                                                                   2000                 1999
                                                                             ---------------     ----------------
                                                                             (Unaudited)
<S>                                                                        <C>                  <C>
Assets
------
Rental property:
     Land                                                                     $     674,900       $      674,390
     Buildings                                                                    2,082,926            2,082,533
     Tenant improvements                                                            345,437              304,983
        Furniture, fixtures and equipment                                             6,032                5,916
                                                                             ---------------     ----------------
                                                                                  3,109,295            3,067,822
     Less - accumulated depreciation                                               (366,997)            (323,455)
                                                                             ---------------     ----------------
         Total rental property                                                    2,742,298            2,744,367

Land held for development                                                            96,863              104,050

Construction in progress                                                            106,880              116,013

Cash and cash equivalents                                                            52,799               51,886
Restricted cash and cash equivalents                                                 12,797               12,475
Accounts and notes receivable                                                        31,973               34,734
Investments                                                                         117,496               67,143
Accrued straight-line rents                                                          53,712               47,764
Tenant leasing costs, net                                                            63,644               58,848
Deferred financing costs, net                                                        12,930               15,621
Prepaid expenses and other assets, net                                               26,971               18,503
Net assets of discontinued operations                                                    --              207,668
                                                                             ---------------     ----------------
                                                                              $   3,318,363       $    3,479,072
                                                                             ================    ================

Liabilities, Minority Interest, and Stockholders' Equity
--------------------------------------------------------

Liabilities:
     Mortgages and notes payable                                              $   1,432,972       $    1,603,371
     Accounts payable and accrued expenses                                           77,065               68,643
     Rent received in advance and security deposits                                  30,853               27,757
                                                                             ---------------     ----------------
         Total liabilities                                                        1,540,890            1,699,771

Minority interest                                                                    89,389               92,586

Stockholders' equity:
     Preferred Stock, $.01 par value, authorized 35,000,000 shares:
         Series A Cumulative  Convertible  Redeemable  Preferred Stock,  480,000
              shares issued and  outstanding at June 30, 2000 and 680,000 shares
              issued and  outstanding  at December  31,  1999 with an  aggregate
              liquidation   preference  of  $12.0  million  and  $17.0  million,
              respectively                                                                5                    7
         Series B, C and D Cumulative Redeemable Preferred Stock,
              8,800,000 shares issued and outstanding with an aggregate
              liquidation preference of $400.0 million                                   88                   88
     Common Stock, $.01 par value, authorized 180,000,000 shares, issued and
         outstanding 66,307,083 shares at June 30, 2000 and 66,826,288 shares
         at December 31, 1999                                                           663                  668
     Additional paid in capital                                                   1,802,621            1,816,990
     Cumulative dividends in excess of net income                                  (115,293)            (131,038)
                                                                             ---------------     ----------------
         Total stockholders' equity                                               1,688,084            1,686,715
                                                                             ---------------     ----------------
Commitments and contingencies                                                            --                   --
                                                                              $   3,318,363       $    3,479,072
                                                                             ===============     ================

</TABLE>

See accompanying notes to consolidated financial statements



                                       4
<PAGE>

                 CARRAMERICA REALTY CORPORATION AND SUBSIDIARIES
                      Consolidated Statements of Operations
              For the Three Months Ended June 30, 2000 and 1999
 -------------------------------------------------------------------------------

 (Unaudited and in thousands, except per share amounts)
<TABLE>
<CAPTION>

                                                                                     2000                  1999
                                                                                     ----                  ----
<S>                                                                              <C>                   <C>
Revenues:
   Rental income:
     Minimum base rent                                                           $    115,303          $    101,173
     Recoveries from tenants                                                           17,505                13,838
     Parking and other tenant charges                                                   6,319                 4,227
                                                                                 --------------        --------------
         Total rental revenue                                                         139,127               119,238
   Real estate service revenue                                                          5,312                 4,947
                                                                                 --------------        --------------
         Total operating revenues                                                     144,439               124,185
                                                                                 --------------        --------------

Operating expenses:
   Property expenses:
     Operating expenses                                                                31,930                30,808
     Real estate taxes                                                                 12,572                11,823
   Interest expense                                                                    25,115                19,843
   General and administrative                                                          12,001                 8,982
   Depreciation and amortization                                                       35,170                28,455
                                                                                 --------------        --------------
         Total operating expenses                                                     116,788                99,911
                                                                                 --------------        --------------
Real estate operating income                                                           27,651                24,274
                                                                                 --------------        --------------

Other operating income:
   Interest Income                                                                        873                   886
   Equity in earnings of unconsolidated partnerships                                    1,267                 1,136
                                                                                 --------------        --------------
              Total other operating income                                              2,140                 2,022
                                                                                 --------------        --------------

         Income from continuing operations before minority interest                    29,791                26,296
Minority Interest                                                                      (2,353)               (4,518)
                                                                                 --------------        --------------
              Income from continuing operations                                        27,438                21,778
Discontinued operations - Income (loss) from Executive Suites operations (less
   applicable income tax expense of $1,083 and $0, respectively)                        1,836                (1,849)

Discontinued  operations  - Gain  on  sale  of  discontinued  operations  (less
   applicable income tax expense of $21,131)                                           31,852                    --
                                                                                 --------------        --------------

         Income before gain on sale of assets                                          61,126                19,929
Gain on sale of assets, net of income taxes                                             2,387                10,477
                                                                                 --------------        --------------
         Net income                                                              $     63,513          $     30,406
                                                                                 ==============        ==============

         Basic net income per common share:
              Income from continuing operations                                  $       0.31          $       0.35
              Discontinued operations                                                    0.03                 (0.03)

              Gain on sale of discontinued operations                                    0.48                    --
                                                                                 --------------        --------------
                  Net income                                                     $       0.82          $       0.32
                                                                                 ==============        ==============
         Diluted net income per share:
              Income from continuing operations                                  $       0.31          $       0.35
              Discontinued operations                                                    0.03                 (0.03)

              Gain on sale of discontinued operations                                    0.43                    --
                                                                                 --------------        --------------
                  Net income                                                     $       0.77          $       0.32
                                                                                 ==============        ==============

</TABLE>


See accompanying notes to consolidated financial statements


                                       5
<PAGE>

                CARRAMERICA REALTY CORPORATION AND SUBSIDIARIES
                       Consolidated Statements of Operations
                  For the Six Months Ended June 30, 2000 and 1999
-------------------------------------------------------------------------------




(Unaudited and in thousands, except per share amounts)
<TABLE>
<CAPTION>

                                                                                     2000                  1999
                                                                                     ----                  ----
<S>                                                                              <C>                   <C>
Revenues:
   Rental income:

     Minimum base rent                                                           $    229,183          $    204,313
     Recoveries from tenants                                                           34,339                27,971
     Parking and other tenant charges                                                  12,230                 8,412
                                                                                 --------------        --------------
         Total rental revenue                                                         275,752               240,696
   Real estate service revenue                                                         10,253                 8,847
                                                                                 --------------        --------------
         Total operating revenues                                                     286,005               249,543
                                                                                 --------------        --------------

Operating expenses:
   Property expenses:
     Operating expenses                                                                64,212                60,112
     Real estate taxes                                                                 24,518                22,864
   Interest expense                                                                    52,005                41,161
   General and administrative                                                          21,773                18,291
   Depreciation and amortization                                                       67,319                54,610
                                                                                 --------------        --------------
         Total operating expenses                                                     229,827               197,038
                                                                                 --------------        --------------
Real estate operating income                                                           56,178                52,505
                                                                                 --------------        --------------

Other operating income:
   Interest Income                                                                      1,750                 1,798
   Equity in earnings of unconsolidated partnerships                                    2,716                 2,631
   Gain on settlement of treasury locks                                                    --                 4,489
                                                                                 --------------        --------------

              Total other operating income                                              4,466                 8,918
                                                                                 --------------        --------------

         Income from continuing operations before minority interest                    60,644                61,423
Minority Interest                                                                      (5,408)              (10,254)
                                                                                 --------------        --------------
              Income from continuing operations                                        55,236                51,169
Discontinued operations - Income (loss) from Executive Suites operations (less
   applicable income tax expense of $1,300 and $252, respectively).                       456                (3,120)

Discontinued  operations  - Gain  on  sale  of  discontinued  operations  (less
   applicable income tax expense of $21,131)                                           31,852                    --
                                                                                 --------------        --------------

         Income before gain on sale of assets                                          87,544                48,049
Gain on sale of assets, net of income taxes                                             7,741                28,532
                                                                                 --------------        --------------
          Net income                                                              $    95,285          $     76,581
                                                                                 ==============        ==============

         Basic net income per common share:
              Income from continuing operations                                  $       0.68          $       0.90
              Discontinued operations                                                    0.00                 (0.05)

              Gain on sale of discontinued operations                                    0.48                    --
                                                                                 --------------        --------------
                  Net income                                                     $       1.16          $       0.85
                                                                                 ==============        ==============
         Diluted net income per share:
              Income from continuing operations                                  $       0.68          $       0.89
              Discontinued operations                                                    0.00                 (0.05)

              Gain on sale of discontinued operations                                    0.44                    --
                                                                                 --------------        --------------
                   Net income                                                     $      1.12          $       0.84
                                                                                 ==============        ==============

</TABLE>


See accompanying notes to consolidated financial statements


                                       6
<PAGE>

                 CARRAMERICA REALTY CORPORATION AND SUBSIDIARIES
                    Consolidated Statements of Cash Flows
               For the Six Months Ended June 30, 2000 and 1999
-------------------------------------------------------------------------------

(Unaudited and in thousands)

<TABLE>
<CAPTION>
                                                                                      2000                1999
                                                                                      ----                ----

<S>                                                                                 <C>              <C>
Cash flows from operating activities:
   Net income                                                                       $   95,285        $    76,581
                                                                                  --------------     ---------------
   Adjustments to reconcile net income to net cash provided by operating
    activities:
     Depreciation and amortization                                                      67,370             63,633
     Minority interest in income                                                         5,408             10,168
     Equity in earnings of unconsolidated partnerships                                  (2,716)            (2,631)
     Gain on sale of assets                                                             (7,741)           (28,532)
     Gain on sale of discontinued operations                                           (32,308)                --
     Other                                                                               2,473              1,281
    Change in assets and liabilities, net of acquisitions and dispositions:
     Increase in accounts and notes receivable                                          (4,001)            (3,033)
     Decrease in accrued straight-line rents                                            (6,466)            (1,503)
     Additions to tenant leasing costs                                                  (9,059)            (3,997)
     Increase in prepaid expenses and other assets                                      (5,407)           (13,559)
     (Decrease) increase in accounts payable and accrued expenses                       (1,664)             2,040
     Increase (decrease) in rent received in advance and security deposits               3,095               (152)
                                                                                  --------------     ---------------
         Total adjustments                                                               8,984             23,715
                                                                                  --------------     ---------------
         Net cash provided by operating activities                                     104,269            100,296
                                                                                  --------------     ---------------
Cash flows from investing activities:
   Acquisition and development of rental property                                      (46,825)           (45,747)
   Acquisition and development of executive suites assets                               (6,678)           (18,888)
   Additions to land held for development                                              (11,071)           (14,116)
   Additions to construction in progress                                               (33,493)          (148,361)
   Distributions from unconsolidated partnerships                                        3,568             23,220
   Investments in unconsolidated partnerships                                           (9,875)            (4,864)
   Acquisition of minority interest                                                     (1,478)                --
   (Increase) decrease in restricted cash and cash equivalents                            (322)            19,575
   Proceeds from the sale of discontinued operations                                   377,310                 --
   Proceeds from sales of rental property                                               62,883            352,699
                                                                                  --------------     ---------------
         Net cash provided by investing activities                                     334,019            163,518
                                                                                  --------------     ---------------
Cash flows from financing activities:
   Repurchase of common stock                                                          (28,450)          (109,717)
   Net repayments on unsecured credit facility                                        (317,500)           (90,000)
   Proceeds from refinance of existing mortgages                                            --             46,102
   Repayment of mortgages payable                                                       (7,849)            (6,910)
   Dividends and distributions to minority interests                                   (85,524)           (81,801)
   Contributions from minority interests                                                 1,948                 --
   Additions to deferred financing costs                                                    --               (361)
                                                                                  --------------     ---------------
         Net cash used by financing activities                                        (437,375)          (242,687)
                                                                                  --------------     ---------------
         Foreign currency translation adjustment                                            --             (2,726)
                                                                                  --------------     ---------------
         Increase in unrestricted cash and cash equivalents                                913             18,401
Unrestricted cash and cash equivalents, beginning of the period                         51,866             36,499
                                                                                  --------------     ---------------
Unrestricted cash and cash equivalents, end of the period                           $   52,799       $     54,900
                                                                                  ==============     ===============

Supplemental disclosure of cash flow information:

   Cash paid for interest (net of capitalized interest of $7,229 and $16,378
     for the six months ended June 30, 2000 and 1999, respectively)                 $   60,106       $     49,568
                                                                                  ==============     ===============

</TABLE>

See accompanying notes to consolidated financial statements



                                       7
<PAGE>

                CARRAMERICA REALTY CORPORATION AND SUBSIDIARIES
             Notes to Consolidated Financial Statements (Continued)
                                   (Unaudited)
--------------------------------------------------------------------------------
(1)      Description of Business and Summary of Significant Accounting Policies

         (a)      Business

                  CarrAmerica Realty Corporation (the "Company") is a self-
                  administered and self-managed equity real estate investment
                  trust ("REIT"), organized under the laws of Maryland, which
                  owns, develops, acquires and operates office properties. The
                  Company's office properties primarily are located in 14
                  suburban markets across the United States.

         (b)      Basis of Presentation

                  The accounts of the Company and its majority-owned/controlled
                  subsidiaries and affiliates are consolidated in the
                  accompanying financial statements. The Company uses the equity
                  method of accounting for its investments in and earnings and
                  losses of unconsolidated partnerships not controlled by the
                  Company and the cost method for investments where the
                  Company's ownership is less than 20%. Management of the
                  Company 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)      Interim Financial Statements

                  The information furnished reflects all adjustments, which are,
                  in the opinion of management, necessary to reflect a fair
                  presentation of the results for the interim periods, and all
                  such adjustments are of a normal, recurring nature.

         (d)      New Accounting Pronouncements

                  In June 1998, the FASB issued SFAS No. 133
                  "Accounting for Derivative Instruments and Hedging
                  Activities", which requires that an entity recognize all
                  derivatives as either assets or liabilities in the statement
                  of financial position and measure those instruments at fair
                  value. This statement, as amended by SFAS 137 and 138, is
                  effective for all fiscal quarters of fiscal years beginning
                  after June 15, 2000. The Company is evaluating and has not yet
                  determined the impact of this pronouncement.

         (e)      Per Share Data and Dividends

                  The following is a reconciliation of the numerators and
                  denominators of the basic and diluted EPS computations for
                  income from continuing operations (including gain on sale of
                  assets):
<TABLE>
<CAPTION>

                                                         Three Months                          Three Months
                                                     Ended June 30, 2000                    Ended June 30, 1999
                                            -----------------------------------------------------------------------------
                                              Income                      Per         Income                     Per
                                             (000's)         Shares       Share      (000's)        Shares       Share
                                            (Numerator)  (Denominator)    Amount    (Numerator)  (Denominator)   Amount
                                            -----------------------------------------------------------------------------

<S>                                          <C>           <C>              <C>      <C>            <C>            <C>
                 Basic EPS                   $ 21,080      66,856           $0.31    $  23,417      66,779         $0.35
                 Effect of Dilutive
                   Securities:
                     Stock Options               --           878               --                     362
                                            ------------ --------------  ---------  ----------   --------------  --------
                 Diluted  EPS               $  21,080      67,734           $0.31    $  23,417      67,141         $0.35
                                            ============ ===============  ========  ===========  ==============  ========

</TABLE>

                  In the calculations of EPS, income from continuing operations
                  including gain on sale of assets has been reduced by preferred
                  stock dividends of $8,745 and $8,838 for the three month
                  periods ended June 30, 2000 and 1999, respectively. The
                  effects of partnership units and Series A Preferred Stock are
                  not included in the computation of diluted EPS for a given
                  period if their effect is antidilutive. Partnership units are
                  issued by Carr Realty L.P. and CarrAmerica Realty L.P.



                                       8
<PAGE>

                CARRAMERICA REALTY CORPORATION AND SUBSIDIARIES
             Notes to Consolidated Financial Statements (Continued)
                                   (Unaudited)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>

                                                          Six Months                            Six Months
                                                     Ended June 30, 2000                    Ended June 30, 1999
                                            -----------------------------------------------------------------------------
                                              Income                      Per         Income                     Per
                                             (000's)         Shares       Share      (000's)        Shares       Share
                                            (Numerator)  (Denominator)    Amount    (Numerator)  (Denominator)   Amount
                                            -----------------------------------------------------------------------------

<S>                                          <C>         <C>              <C>      <C>            <C>             <C>
                 Basic EPS                   $  45,455     66,912           $0.68    $   62,118          68,927     $0.90
                 Effect of Dilutive
                   Securities:
                     Stock Options                  --        395              --                           295     (0.01)
                                            ------------ ---------------  --------   -----------  --------------  --------
                 Diluted EPS                 $  45,455     67,307           $0.68    $   62,118          69,222     $0.89
                                            ============ ===============  ========   ===========  ==============  ========
</TABLE>


                  In the calculation of EPS, income from continuing operations
                  before extraordinary item has been reduced by preferred stock
                  dividends of $17,522 and $17,583 for the six month periods
                  ended June 30, 2000 and 1999, respectively. The effects of
                  partnership units and Series A Preferred Stock are not
                  included in the computation of diluted EPS for a given period
                  if their effect is antidilutive.

          (f)     Reclassifications

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

(2)      Hedging Transactions

In 1998, the Company entered into forward treasury agreements in order to hedge
against the impact that interest rate fluctuations would have on debt
instruments the Company planned to issue in the future. At December 31, 1998,
the Company determined that these agreements no longer represented effective
hedges and recorded a loss of $13.7 million in anticipation of terminating the
agreements. In February 1999, the Company settled these contracts for $9.2
million in cash and recorded a gain of $4.5 million.

 (3)     Discontinued Operations

         On January 20, 2000, the Company, HQ Global, VANTAS and FrontLine
         Capital Group entered into several agreements that contemplated a
         series of transactions, including (i) the merger of VANTAS with and
         into HQ Global, (ii) the acquisition by FrontLine Capital Group of
         certain shares of common stock of HQ Global from the Company and other
         stockholders of HQ Global, and (iii) the acquisition by VANTAS of the
         Company's debt and equity interests in OmniOffices (UK) Limited and
         OmniOffices (Lux) 1929 Holding Company S.A. On June 1, 2000, the merger
         was completed. The Company recognized an after-tax gain of $31.9
         million as a result of the merger. The Company's investment in the
         merged entity at June 30, 2000 was approximately $41.6 million. The
         Company owns approximately 16% of the equity of the merged entity on a
         fully diluted basis .

         In connection with the HQ Global merger a $200.0 million credit
         facility that HQ Global had with Morgan Guaranty Trust Company
         ("Morgan"), as lead agent, was retired with proceeds from the merger.
         Approximately $141 million of HQ Global debt (which was guaranteed by
         CarrAmerica) was repaid at that time.

 (4)     Gain on Sale of Assets

         The Company has disposed of certain assets that are inconsistent with
         its long-term strategic or return objectives or where market conditions
         for sale are favorable. During the six months ended June 30, 2000, the
         Company disposed of 5 operating office properties recognizing gains
         totaling $7.7 million, net of $1.3 million in income taxes. During the
         six months ended June 30, 1999, the Company disposed of 51 operating
         office properties recognizing gains totaling $28.5 million, net of
         $13.7 million in income taxes.

                                       9
<PAGE>

                CARRAMERICA REALTY CORPORATION AND SUBSIDIARIES
             Notes to Consolidated Financial Statements (Continued)
                                   (Unaudited)
--------------------------------------------------------------------------------

(5)      Segment Information

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

         The Company's operating segments' performances are measured using funds
         from operations. Funds from operations represent net operating income
         before minority interest and extraordinary items, excluding
         depreciation and amortization on real estate assets, discontinued
         operations, gains on treasury locks and gain on sale of assets.

<TABLE>
<CAPTION>

(In millions)                                                        For the three months ended
                                                                           June 30, 2000
                                               --------------------------------------------------------------
                                               Real Estate
                                                 Property      Development         Other
                                                Operations     Operations       Operations         Total
                                                ----------     ----------       ----------         -----
<S>                                             <C>            <C>              <C>             <C>
        Operating revenue                       $   139.1           2.1               3.2      $    144.4
        Segment expense                              44.5           1.4              10.6            56.5
                                               -----------    ------------     --------------  -----------
        Net segment revenue (expense)                94.6           0.7              (7.4)           87.9
        Interest expense                             12.1            --              13.0            25.1
        Other income (expense), net                   3.9            --              (2.7)            1.2
                                               -----------    ------------     --------------  -----------
        Funds from operations                   $    86.4           0.7             (23.1)           64.0
                                               ===========    ============     ==============  ===========
        Adjustments:
          Depreciation and amortization                                                             (34.3)
                                                                                               -----------
        Income from continuing operations
          before gain on sale of assets and
          minority interest                                                                          29.7
        Minority interest and gain on sale
          of assets                                                                                   --
        Discontinued operations, net of
          income tax                                                                                  1.9
        Gain on sale of discontinued
          operations, net of taxes                                                                   31.9
                                                                                               -----------
                 Net income                                                                     $    63.5
                                                                                               ===========
</TABLE>


                                       10
<PAGE>

                CARRAMERICA REALTY CORPORATION AND SUBSIDIARIES
             Notes to Consolidated Financial Statements (Continued)
                                   (Unaudited)
--------------------------------------------------------------------------------


<TABLE>
<CAPTION>


(In millions)                                             For the three months ended
                                                                 June 30, 1999
                                          ------------------------------------------------------------
                                           Real Estate
                                            Property      Development        Other
                                           Operations      Operations     Operations        Total
                                           ----------      ----------     ----------        -----
<S>                                         <C>             <C>            <C>             <C>

   Operating revenue                      $    119.2              1.7           3.2     $    124.1
   Segment expense                              42.6              0.8           8.1           51.5
                                          -------------    ------------  ------------    -------------
   Net segment revenue (expense)                76.6              0.9          (4.9)          72.6

   Interest expense                             12.6               --           7.3           19.9

   Other income (expense), net                   3.3               --          (1.5)           1.8
                                          -------------    ------------  ------------    -------------
   Funds from operations                  $     67.3              0.9         (13.7)          54.5
                                          =============    ============  ============    =============
   Adjustments:
     Depreciation and amortization                                                           (28.3)
                                                                                         -------------
   Income from continuing operations
     before gain on sale of assets and
     minority interest                                                                        26.2
   Minority interest and gain on sale
     of assets                                                                                 6.0
   Discontinued operations - loss, net
     of income tax                                                                            (1.8)
                                                                                         -------------
          Net income                                                                    $     30.4
                                                                                         =============
</TABLE>

<TABLE>
<CAPTION>

                                                           For the six months ended
                                                                 June 30, 2000
                                          ------------------------------------------------------------
                                           Real Estate
                                            Property      Development        Other
                                           Operations      Operations     Operations        Total
                                           ----------      ----------     ----------        -----
<S>                                       <C>               <C>          <C>           <C>
   Operating revenue                      $    275.7              4.0           6.3      $   286.0
   Segment expense                              88.7              2.4          19.4          110.5
                                          -------------    ------------   -----------  --------------
   Net segment revenue (expense)               187.0              1.6         (13.1)         175.5

   Interest expense                             24.9               --          27.1           52.0

   Other income (expense), net                   5.1               --          (2.6)           2.5
                                          -------------    ------------   -----------  --------------
   Funds from operations                   $   167.2              1.6         (42.8)         126.0
                                          =============    ============   ===========  ==============
   Adjustments:
     Depreciation and amortization                                                           (65.4)
                                                                                       --------------
   Income from continuing operations
     before gain on sale of assets and
     minority interest                                                                        60.6
   Minority interest and gain on sale
     of assets                                                                                 2.3
   Discontinued operations, net of
     income tax                                                                                0.5
   Gain on sale of discontinued
     operations                                                                               31.9
                                                                                       --------------
          Net income                                                                    $     95.3
                                                                                       ==============
</TABLE>



                                       11
<PAGE>

                CARRAMERICA REALTY CORPORATION AND SUBSIDIARIES
             Notes to Consolidated Financial Statements (Continued)
                                   (Unaudited)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>

                                                          For the six months ended
                                                               June 30, 1999
                                          ------------------------------------------------------------
                                          Real Estate
                                            Property      Development        Other
                                           Operations      Operations     Operations        Total
                                         ------------     ------------   -----------   -------------
  <S>                                    <C>                     <C>           <C>     <C>
   Operating revenue                      $    240.7              3.1           5.7     $    249.5
   Segment expense                              83.0              1.7          16.5          101.2
                                         ------------     ------------   -----------   -------------
   Net segment revenue (expense)               157.7              1.4         (10.8)         148.3
   Interest expense                             24.8             --            16.4           41.2
   Other income (expense), net                   4.6             --            (1.3)           3.3
                                         ------------     ------------   -----------   -------------
   Funds from operations                  $    137.5              1.4         (28.5)         110.4
                                         ============     ============   ==========
   Adjustments:
     Depreciation and amortization                                                           (53.5)
     Gain on treasury locks                                                                    4.5
                                                                                       -------------
   Income from continuing operations
     before gain on sale of assets and
     minority interest                                                                        61.4
   Minority interest and gain on sale
     of assets                                                                                18.3
   Discontinued operations - loss, net
     of income tax                                                                            (3.1)
                                                                                       -------------
          Net income                                                                    $      76.6
                                                                                       =============
</TABLE>

                                       12
<PAGE>

     Management's Discussion and Analysis of Financial Condition and Results
                          of Operations of the Company
--------------------------------------------------------------------------------

Item 2. Management's  Discussion and Analysis of Financial Condition and Results
        of Operations

         The following discussion is primarily based on the Consolidated
Financial Statements of CarrAmerica Realty Corporation and its subsidiaries (the
"Company") as of June 30, 2000 and December 31, 1999, and for the three and six
months ended June 30, 2000 and 1999. The comparability of the periods is
impacted by acquisitions completed, development properties placed in service and
dispositions made during 2000 and 1999. As of June 30, 1999, the Company had 258
operating properties. This number increased to 276 at June 30, 2000.

         The Company's reportable operating segments are real estate property
operations and development operations. Development operations primarily
consisted of third-party development fee income and associated expenses. Other
business activities and operating segments that are not reportable are included
in other operations. Executive office suites are presented as discontinued
operations.

         This information should be read in conjunction with the accompanying
consolidated financial statements and notes thereto. These consolidated
financial statements include all adjustments, which are, in the opinion of
management, necessary to reflect a fair statement of the periods presented, and
all such adjustments are of a normal, recurring nature.

RESULTS OF OPERATIONS - Three Months Ended June 30, 2000 and 1999

Real Estate Property Operations

         Total real estate property operating revenue increased $19.9 million,
or 16.7%, to $139.1 million for the three months ended June 30, 2000, compared
to $119.2 million for the three months ended June 30, 1999. This increase
resulted from development properties being placed in service and same store
rental growth which exceeded the loss of rental revenue due to dispositions.
Same store net operating income in 2000 grew by 11.2% or $7.2 million over the
same period in 1999, as a result of a 7.9% increase in rental revenue. This
increase was driven by an increase in average rental rates primarily in San
Francisco Bay area properties. The occupancy rate for same store properties
increased to 97.4% for the second quarter of 2000 from 96.5% for the second
quarter of 1999.

         Real estate property operating expenses increased $1.9 million
primarily as a result of development properties placed in service. Same store
operating expenses in 2000 increased by $0.5 million or 1.5% over the second
quarter of 1999.

Development Operations

         Development fee revenue increased $0.4 million to $2.1  million
and development operating expenses increased $0.6 million to $1.4 million for
the second quarter of 2000. These increases are the result of an increase in the
number of development fee projects the Company manages.

Other Operations

         Operating revenues were flat for the three months ended June 30, 2000
compared to the same period in 1999.

         Other operations expenses increased $2.5 million primarily as a result
of professional fees associated with the Company's Project Excellence program
and other initiatives. The project's mission is primarily to examine the
Company's current finance, technology and business processes in order to
identify and implement changes needed to improve these processes to the level of
best practice. Another factor contributing to higher expenses was increased
compensation expenses related to bonuses and other incentives.


                                       13
<PAGE>

  Management's Discussion and Analysis of Financial Condition and Results
                          of Operations of the Company
--------------------------------------------------------------------------------

         Interest expense increased $5.7 million or 78.1% to $13.0 million
compared to $7.3 million in 1999. This was primarily due to a $4.8 million
decrease in capitalizable interest for the three months ended June 30, 2000 as
compared to 1999 based on reduced construction in progress activity between the
periods.

Discontinued Operations

Income from operations of discontinued executive suites businesses was $1.8
million for 2000 versus a loss of $1.8 million reported for the three months
ended June 30, 1999. The increase in income is primarily due to the lease up of
development properties placed into operations. On June 1, 2000, the merger
between HQ Global Workplaces and Vantas was completed. The Company recognized an
after tax gain of $31.9 million.

RESULTS OF OPERATIONS - Six Months Ended June 30, 2000 and 1999

Real Estate Property Operations

         Total real estate property operating revenue increased $35.0 million,
or 14.5%, to $275.7 million for the six months ended June 30, 2000, compared to
$240.7 million for the six months ended June 30, 1999. This increase resulted
from development properties being placed in service and same store rental growth
which exceeded the loss of rental revenue due to dispositions. Same store net
operating income in 2000 grew by 11.6% or $14.6 million over the same period in
1999, as a result of an 8.3% increase in rental revenue. This increase was
driven by an increase in average rental rates primarily in San Francisco Bay
area properties. The occupancy rate for same store properties increased to 97.3%
for the first six months of 2000 from 96.5% for the first six months of 1999.

         Real estate property operating expenses increased $5.7 million
primarily as a result of development properties placed in service. Same store
operating expenses in 2000 increased by $1.0 million or 1.5% over the second
quarter of 1999. Interest expense increased $0.1 million over the six months
ended June 30, 1999 primarily as a result of an increase in borrowings and
slightly lower interest rates.

Development Operations

         Development fee revenue increased $0.9 million to $4.0 million and
development operating expenses increased $0.7 million to $2.4 million for the
first six months of 2000. These increases are the result of an increase in the
number of development fee projects the Company manages.

Other Operations

         Operating revenues increased $0.6 million for the six months ended June
30, 2000 compared to the same period in 1999 primarily from increases in leasing
fees and other service income.

         Other operations expenses increased $2.9 million primarily as a result
of professional fees associated with the Company's Project Excellence program
and other initiatives. The project's mission is primarily to examine the
Company's current finance, technology and business processes in order to
identify and implement changes needed to improve these processes to the level of
best practice.

         Interest expense increased $10.7 million or 65.2% to $27.1 million
compared to $16.4 million in 1999. This was primarily due to a $9.1 million
decrease in capitalizable interest for the six months ended June 30, 2000 as
compared to 1999 based on reduced construction in progress activity between the
periods.

Discontinued Operations

         Income from operations of discontinued executive suites businesses was
$0.5 million for 2000 versus a loss of $3.1 million reported for the six months
ended June 30, 1999. The increase in income is primarily due to the lease up of
development properties placed into operations. On June 1, 2000, the merger
between HQ Global Workplaces and Vantas was completed. The Company recognized an
after tax gain of $31.9 million.


                                       14
<PAGE>

  Management's Discussion and Analysis of Financial Condition and Results
                          of Operations of the Company
--------------------------------------------------------------------------------

LIQUIDITY AND CAPITAL RESOURCES

         The Company seeks to create and maintain a capital structure that will
enable it to diversify its capital sources and thereby allow the Company to
obtain additional capital from a number of different sources, including
additional equity offerings of common and/or preferred stock, public and private
debt financings, and, where appropriate, asset dispositions. Management believes
that the Company will have access to the capital resources necessary to expand
and develop its business, to fund its operating and administrative expenses, to
continue debt service obligations, to pay dividends in accordance with REIT
requirements, to acquire additional properties and land as market conditions
permit, and to pay for construction in progress in both the short and long term.

         The Company's debt and preferred stock offerings have been rated by
three rating agencies. Duff & Phelps Credit Rating Co. (DCR) and Standard &
Poors (S&P) have each assigned their BBB rating to senior unsecured debt
offerings of the Company and their BBB- rating to cumulative preferred stock
offerings of the Company. Moody's Investor Service (Moody's) has assigned its
Baa3 rating to senior unsecured debt offerings of the Company and its Ba2 rating
to cumulative preferred stock offerings of the Company.

         The Company's total indebtedness at June 30, 2000 was approximately
$1.4 billion, of which $166 million, or 12%, bore a LIBOR-based floating
interest rate. The Company's mortgages payable fixed rate indebtedness bore an
effective weighted average interest rate of 7.8% at June 30, 2000 and had a
weighted average term to maturity at 6.3 years. Based upon the Company's total
market capitalization at June 30, 2000 of $3.7 billion (the common stock price
was $26.52 per share; the total shares of common stock, convertible preferred
stock and Units outstanding were approximately 73,151,000 and the aggregate
liquidation value of the cumulative redeemable preferred stock was $400
million), the Company's debt represented 38% of its total market capitalization.
The Company has a $450.0 million unsecured debt facility, of which $166.0
million had been advanced, letters of credit totaling $3.7 million were issued,
and $280.3 million was available for draw.

         Rental revenue and real estate service revenue have been the principal
sources of cash to fund the Company's operating expenses, debt service and
routine capital expenditures. The Company and its affiliates also require
capital to invest in their existing portfolio of operating assets for major
capital projects such as large-scale renovations and tenant related capital
expenditures, such as tenant improvements and allowances and leasing
commissions. The Company believes that these sources of revenue will continue to
provide the funds necessary for these expenditures.

         Additionally, the Company and its affiliates (including CarrAmerica
Development, Inc.) will require a substantial amount of capital for development
projects currently underway and planned for the future. As of June 30, 2000, the
Company had approximately 1.5 million square feet of office space in 19
development projects under construction which are expected to require a total
investment by the Company of approximately $244 million. As of June 30, 2000,
the Company had expended $107 million, or 44% of the total expected
investment. In addition, CarrAmerica Development has made commitments of $36
million for new development projects that will commence construction in the
later half of 2000.

         Prior to the second quarter of 1998, the Company met its capital
requirements primarily by accessing the public equity markets. As a general
matter, conditions in the public equity markets for most REITs have not been
favorable since that time. In response to these unfavorable conditions, the
Company has curtailed its acquisition program and satisfied its cash needs
through the disposition of selected assets, the refinancing of selected assets,
prudent use of joint ventures that reduce the Company's investment requirement
and utilization of the Company's existing credit facilities.

         During the second quarter of 2000, the Company disposed of 3 operating
properties, generating net proceeds of $28.7 million. As of July 31, 2000, the
Company has two projects under contract for sale which are projected to produce
net proceeds of approximately $111 million. Due to uncertainties in the
disposition process, there can be no assurance that these sales will close or
that they will achieve the expected net proceeds.

         The Company is party to several joint ventures requiring ongoing
capital commitments. At the end of the second quarter of 2000, there were three
buildings under construction in which the Company had a partial interest. Costs
incurred through June 30, 2000 on these projects were approximately $74.8
million with costs to complete


                                       15
<PAGE>

  Management's Discussion and Analysis of Financial Condition and Results
                          of Operations of the Company
--------------------------------------------------------------------------------


of approximately $156.1 million. The Company's responsibility with regard to
these construction projects is based upon its interest in the joint venture.

         The Company has committed $100 million to the repurchase of its common
stock. During the second quarter of 2000, the Company repurchased approximately
1.3 million shares for approximately $33.9 million. The Company intends to
continue to repurchase stock as market conditions and cash availability permit.

         On June 1, 2000, the merger of HQ Global Workplaces with Vantas was
completed. The Company received approximately $377 million in cash. HQ Global
Workplace also repaid $141 million of debt which was guaranteed by the Company.
The remaining cash was used to repurchase stock and repay the Company's credit
line.

         On October 1, 2000, $150 million of senior unsecured credit notes are
maturing. The Company anticipates using proceeds from a proposed joint
venture. The joint venture is expected to close in the next 30 days. If the
joint venture does not close, the Company believes that the notes can be retired
through either draws on the Company's line of credit or through issuance of
additional indebtedness.

         As a result of the Company's disposition and refinancing efforts, the
Company believes that funding is available for all capital requirements through
the end of 2000, including firm commitments for development projects. The
Company expects to continue to rely on cash flow from operations, asset
dispositions, asset refinancings, joint ventures and access to its credit
facilities to fund capital requirements for the foreseeable future.

         Net cash provided by operating activities was $104.3 million for the
six months ended June 30, 2000, compared to $100.3 million for the six months
ended June 30, 1999. The increase of $4.0 million in net cash provided by
operating activities resulted primarily from the timing of payments for accounts
payable and rents received in advance. The Company's investing activities
provided $334.0 million for the six months ended June 30, 2000 compared to the
Company's investing activities providing $163.5 million for the six months ended
June 30, 1999. The Company's investment activities included sales of office
buildings and land acquired for future development and additions to construction
in progress. Net proceeds from the sales of rental property was $62.9 million
for the six months ended June 30, 2000, compared to $352.7 million for the six
months ended June 30, 1999. The Company invested approximately $98.1 million in
acquisitions and improvements to existing real estate assets, acquisition and
development of executive suites assets and additions to land held for
development and construction in progress for the six months ended June 30, 2000
compared to $227.1 million for the comparable period of 1999.

         Net of dividends paid and distributions to minority interests, the
Company's financing activities used net cash of $351.9 million for the six
months ended June 30, 2000 compared to net cash used of $160.9 million for the
six months ended June 30, 1999. During the three months ended June 30, 1999, the
Company repurchased 5,000,000 common shares issued in its forward equity sale
transaction for $109.7 million. Proceeds from the sale of rental properties were
used to fund this transaction and to repay amounts on the unsecured credit
facility. For the six months ended June 30, 2000, the Company's net repayments
on its unsecured credit facility were $317.5 million as compared to net
repayments of $90.0 million for the comparable period of 1999.

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



                                       16
<PAGE>

  Management's Discussion and Analysis of Financial Condition and Results
                          of Operations of the Company
--------------------------------------------------------------------------------

Funds From Operations

      The Company believes that funds from operations (FFO) is helpful to
investors as a measure of the performance of an equity REIT because, along with
cash flow from operating activities, financing activities and investing
activities, it provides investors with an indication of the ability of the
Company to incur and service debt, to make capital expenditures and to fund
other cash needs. In accordance with the National Association of Real Estate
Investment Trusts (NAREIT) White Paper on funds from operations as approved by
the Board of Governors of NAREIT, funds from operations represents net income
(loss) (computed in accordance with generally accepted accounting principles),
excluding gains (or losses) from debt restructuring or sales of property, plus
depreciation and amortization of assets uniquely significant to the real estate
industry and after adjustments for unconsolidated partnerships and joint
ventures. Adjustments for unconsolidated partnerships and joint ventures are
calculated to reflect funds from operations on the same basis. The Company's
funds from operations may not be comparable to funds from operations reported by
other REITs that do not define the term in accordance with the current NAREIT
definition or that interpret the current NAREIT definition differently than the
Company. The Company continues to exclude the gain on settlement of treasury
locks for the restated 1999 FFO. Funds from operations does not represent net
income or cash flow generated from operating activities in accordance with
generally accepted accounting principles and, as such, should not be considered
an alternative to net income as an indication of the Company's performance or to
cash flow as a measure of liquidity or the Company's ability to make
distributions.

The following table provides the calculation of the Company's funds from
operations for the period presented:

(In thousands)

<TABLE>
<CAPTION>


                                                                            Three Months Ended           Six Months Ended
                                                                                 June 30,                    June 30,
                                                                        ---------------------------  -------------------------
                                                                            2000          1999          2000          1999
                                                                            ----          ----          ----          ----
<S>                                                                     <C>             <C>            <C>           <C>
Net income from continuing operations before minority interest          $  32,178      $ 36,773        $68,385       $89,955
Adjustments to derive funds from continuing operations:
    Add depreciation and amortization                                      34,381        28,409         65,823        53,776
    Deduct:
      Minority interests' (non Unitholders) share of depreciation,
       Amortization and net income                                           (218)         (232)          (473)         (283)
      Gain on settlement of treasury locks                                       -            -              -        (4,489)
      Gain on sale of assets                                               (2,387)      (10,477)        (7,741)      (28,532)
                                                                        -------------  ----------    -----------   -----------
Funds from continuing operations before allocations to the minority
    Unitholders                                                            63,954        54,473        125,994       110,427
Less funds from continuing operations allocable to the minority
    Unitholders                                                            (3,794)       (4,372)        (8,231)       (8,538)
                                                                        -------------  ----------    -----------   -----------

Funds from continuing operations allocable to CarrAmerica Realty
  Corporation                                                              60,160        50,101        117,763       101,889
Less preferred stock dividends                                             (8,745)       (8,838)       (17,522)      (17,583)
                                                                        -------------  ----------    -----------   -----------
Funds from continuing operations attributable to common shareholders      $51,415       $41,263       $100,241       $84,306
                                                                        =============  ==========    ===========   ===========
</TABLE>


                                       17
<PAGE>

 Management's Discussion and Analysis of Financial Condition and Results
                          of Operations of the Company
--------------------------------------------------------------------------------


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 the Company and its affiliates 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 the
Company, 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), actions, strategies and
performance of affiliates that the Company may not control, governmental actions
and initiatives, and environmental/safety requirements.



                                       18
<PAGE>

 Management's Discussion and Analysis of Financial Condition and Results
                          of Operations of the Company
--------------------------------------------------------------------------------


Item 3.  Quantitative and Qualitative Disclosures About Market Risk

      No material changes in the Company's market risk have occurred since the
filing of the Company's Annual Report on Form 10-K for the year ended December
31, 1999.



                                       19
<PAGE>

 Management's Discussion and Analysis of Financial Condition and Results
                          of Operations of the Company
--------------------------------------------------------------------------------


                                     Part II

OTHER INFORMATION

Item 1.    Legal Proceedings

               In April 2000, an action was brought against the Company, HQ
               Global and the then directors of HQ Global in Delaware chancery
               court by two stockholders of HQ Global who are currently involved
               in other litigation with the Company, HQ Global and such
               directors. The two stockholders allege various deficiencies
               associated with the HQ Global/VANTAS merger transaction,
               including an improper allocation of the consideration payable in
               the transaction among the various components of the transaction
               and a breach by the Company and the HQ Global directors of their
               fiduciary and contractual duties to these stockholders in
               connection with the merger transactions. The stockholders seek
               rescission of the merger transactions or damages. The Company
               believes that the two stockholders' claims are without merit and
               that, even if the two stockholders were successful in their
               claims, such a result would not have a material adverse effect on
               the financial condition or results of operations of the Company.

Item 4.    Submission of Matters to a Vote of Security Holders

               The 2000 annual meeting of stockholders was held on May 4, 2000.
               Proxies for the meeting were solicited by the Company pursuant to
               Regulation 14 under the Securities Exchange Act of 1934, as
               amended; there was no solicitation in opposition to management's
               nominees as listed in the proxy statement and all of such
               nominees were elected.

                  Proposal One: Election of Directors

                  (a) 57,890,463 votes were cast for the election of C. Ronald
                      Blankenship as a Director; 748,693 votes were withheld.

                  (b) 57,884,731 votes were cast for the election of A. James
                      Clark as a Director; 754,425 votes were withheld.

                  (c) 57.891,880 votes were cast for the election of Timothy
                      Howard as a Director; 747,276 votes were withheld.

                      There were no abstentions or broker non-votes in
               connection with this proposal.

                   Proposal Two: To instate the election of directors annually.

                    FOR                   AGAINST                   ABSTAIN
                   -----                 ---------                 ---------
                15,292,274               39,423,125                 325,603

Item 6.    Exhibits and Reports on Form 8-K

           (a.)   Exhibits

                  10.1    Second Amendment to Agreement and Plan of Merger by
                          and among VANTAS Incorporated, FrontLine Capital
                          Group, the Company and HQ Global Workplaces, Inc.
                          dated as of May 31, 2000 (incorporated by references
                          to Exhibit 10.1 to the Company's Current Report on
                          Form 8-K filed on June 16, 2000).

                  10.2    Indemnification and Escrow Agreement by and among
                          FrontLine Capital Group, the Company and the other
                          parties named therein dated as of June 1, 2000
                          (incorporated by reference to Exhibit 10.2 to the
                          Company's Current Report on Form 8-K filed on June 16,
                          2000).

                  10.3    Registration Rights Agreement, by and between
                          FrontLine Capital Group and the Company dated as of
                          June 1, 2000 (incorporated by reference to Exhibit
                          10.3 to the Company's Current Report on Form 8-K filed
                          on June 16, 2000).

                  10.4    Registration Rights Agreement by and between HQ Global
                          Holdings, Inc. and the Company dated as of June 1,
                          2000 (incorporated by reference to Exhibit 10.4 to the
                          Company's Current Report on Form 8-K filed on June 16,
                          2000).

                  10.5    Stockholders Agreement among FrontLine Capital Group,
                          HQ Global Workplaces, Inc. and the Company dated as of
                          June 1, 2000 (incorporated by reference to Exhibit
                          10.5 to the Company's Current Report on Form 8-K filed
                          on June 16, 2000).

                  10.6    Loan Agreement, dated as of April 18, 2000, by and
                          among the Company, CarrAmerica Realty, L.P. and The
                          Chase Manhattan Bank.

                  10.7    Letter Agreement, dated July 28, 2000, by and among
                          the Company, Carr Realty, L.P., Security Capital Group
                          Incorporated, Security Capital Holdings S.A. and
                          Security Capital U.S. Realty.

                  27/(1)/ Financial Data Schedule


           (b.)   Reports on Form 8-K

                  a.    Current Report on Form 8-K filed on June 16, 2000,
                        regarding the merger of VANTAS Incorporated with and
                        into HQ Global Workplaces, Inc.

                  b.    Current Report on Form 8-K filed on May 5, 2000,
                        regarding certain supplemental data included in the
                        Company's press release dated May 5, 2000.

________________
/(1)/ Filed as an exhibit to the electronic filing only.

                                       20
<PAGE>

                                   SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


CARRAMERICA REALTY CORPORATION


/s/ Thomas A. Carr
-----------------------------------------------------
Thomas A. Carr, President and Chief Executive Officer


/s/ Richard F. Katchuk
-------------------------------------------
Richard F. Katchuk, Chief Financial Officer


/s/ Stephen E. Riffee
------------------------------------------------------------------
Stephen E. Riffee, Senior Vice President, Controller and Treasurer
(Principal Accounting Officer)


Date: August 14, 2000



                                       21
<PAGE>

                                  Exhibit Index
--------------------------------------------------------------------------------

Exhibit    Description                                              Page
-------    -----------                                              ----
10.6       Loan Agreement, dated as of April 18, 2000, by and
           among the Company, CarrAmerica Realty, L.P. and The
           Chase Manhattan Bank.

10.7       Letter Agreement, dated July 28, 2000 by and among
           the Company, Carr Realty, L.P., Security Capital
           Group Incorporated, Security Capital Holdings S.A.
           and Security Capital U.S. Realty.

27         Financial Data Schedule - Six Months                      21
           Ended June 30, 2000.





                                       22