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                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549
 

                                   FORM 8-K
 

                                CURRENT REPORT
                      Pursuant to Section 13 or 15(d) of
                      The Securities Exchange Act of 1934
 
 
                      Date of Report:  November 24, 1998
                       (Date of earliest event reported)
 
 
                           KILROY REALTY CORPORATION
            (exact name of registrant as specified in its charter)
 
       MARYLAND                     COMMISSION FILE:            95-4598246
(State or other jurisdiction           1-12675              (I.R.S. Employer 
   of incorporation or                                      Identification No.)
      organization)
  
 
                          2250 EAST IMPERIAL HIGHWAY
                                  SUITE 1200
                         EL SEGUNDO, CALIFORNIA  90245
         (Address of Principal executive offices, including zip code)
 
 
 
                                (310) 563-5500
             (Registrant's telephone number, including area code)
 
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ITEM 5.  OTHER EVENTS

ISSUANCE OF PREFERRED LIMITED PARTNERSHIP UNITS

     On November 24, 1998, Kilroy Realty, L.P., a Delaware limited partnership
(the "Operating Partnership") and a subsidiary of Kilroy Realty Corporation, a
Maryland corporation (the "Company") and the Operating Partnership's general
partner, completed the private placement of 700,000 units of 9.375% Series C
Cumulative Redeemable Preferred Units (the "Series C Preferred Units"),
representing limited partnership interests in the Operating Partnership, to two
institutional investors for an aggregate contribution to the Operating
Partnership of $35.0 million. The Operating Partnership plans to use the net
proceeds of approximately $34.1 to reduce the balance of its revolving credit
facility.

  Series C Preferred Units

     General.  Each Series C Preferred Unit will be entitled to receive
cumulative preferential distributions from the date of issue, payable on or
before the 15th of February, May, August and November of each year, in cash,
commencing February 15, 1999, at a rate of 9.375% per annum in preference to any
payment made on any other class or series of partnership interest of the
Operating Partnership, other than any class or series of partnership interest
expressly designated as ranking on parity with or senior to the Series C
Preferred Units.

     Ranking.  The Series C Preferred Units will rank on parity with the
Operating Partnership's 8.075% Series A Cumulative Redeemable Preferred Units
with respect to distributions and rights upon liquidation, dissolution, or
winding-up, and senior to all other classes or series of preferred partnership
units not designated as being on parity with the Series C Preferred Units.

     Limited Consent Rights.  Holders of the Series C Preferred Units do not
have the right to vote on partnership matters.  However, without the consent of
the holders of two-thirds of the Series C Preferred Units, the Operating
Partnership will not be permitted to (i) issue units of partnership interest
senior to the Series C Preferred Units, (ii) issue units of partnership interest
on parity with the Series C Preferred Units to an affiliate of the Operating
Partnership, and (iii) consolidate with, merge into, or transfer substantially
all of its assets to, any corporation or other entity, or amend or alter the
terms of the Operating Partnership's partnership agreement whether by merger,
consolidation or otherwise, in each case if the rights and privileges of the
holders of the Series C Preferred Units would be materially and adversely
affected.

     Redemption and Exchange. Beginning November 24, 2003, the Series C
Preferred Units may be redeemed by the Operating Partnership out of proceeds
from issuances of the Company's capital stock at a redemption price equal to
$50.00 per unit plus accrued and unpaid distributions to the date of redemption.
Beginning November 24, 2008, the Series C Preferred Units may be exchanged, in
whole but not in part, into shares of the Company's 9.375% Series C Cumulative
Redeemable Preferred Stock (the "Series C Preferred Stock"), at the option of
51% of the holders, subject to certain limitations in order for the Company to
maintain its status as a real estate investment trust ("REIT") for federal
income tax purposes. In addition, the Series C Preferred Units may be exchanged
into shares of Series C Preferred Stock at any time if (i) distributions on the
Series C Preferred Units have not been made for six (6) prior quarterly
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distribution periods, whether or not consecutive, (ii) the Operating Partnership
is or is likely to become a "publicly traded partnership" for federal income tax
purposes, (iii) the Series C Preferred Units would not be considered "stock and
securities" for federal income tax purposes or (iv) the Operating Partnership
believes that the character of its assets and income would not allow it to
qualify as a REIT if the Operating Partnership were a corporation.  The Series C
Preferred Units are not convertible into any other securities of the Operating 
Partnership.

     Series C Preferred Stock

     General.  Each share of Series C Preferred Stock into which the Series C
Preferred Units may be exchanged will be entitled to receive cumulative
preferential dividends from the date of issue (including any accrued but unpaid
distributions in respect of Series C Preferred Units (as defined herein) at the
time that such units are exchanged for shares of Series C Preferred Stock),
payable on or before the 15th of February, May, August, and November of each
year, in cash, at the rate of 9.375% per annum in preference to any payment made
on any other classes or series of capital stock or other equity securities of
the Company, other than any class or series of equity securities of the Company
expressly designated as ranking on a parity with or senior to the Series C
Preferred Stock.

     Redemption.  The Series C Preferred Stock may be redeemed, at the Company's
option, on and after November 24, 2003, in whole or in part from time to time,
at a redemption price payable in cash equal to $50.00 per share, plus any
accrued but unpaid dividends to the date of redemption. The redemption price of
the Series C Preferred Stock (other than the portions thereof consisting of
accumulated but unpaid dividends) will be payable solely out of proceeds from
issuances of the Company's capital stock of the Company.

     Limited Voting Rights.  If at any time full distributions shall not have
been timely made on any Series C Preferred Stock with respect to any six (6)
prior quarterly distribution periods, whether or not consecutive, the holders of
such Series C Preferred Stock, voting together as a single class with the
holders of each class or series of parity preferred stock (including the 8.075%
Series A Cumulative Redeemable Preferred Stock (the "Series A Preferred
Stock")), will have the right to elect two additional directors to the Board of
Directors at a special meeting called by the holders of record of at least 10%
of the then outstanding shares of Series C Preferred Stock and any parity
preferred stock (including the Series A Preferred Stock), or at the next annual
meeting of stockholders, and at each subsequent annual meeting of stockholders
or special meeting held in place thereof, until all such distributions in
arrears and distributions for the current quarter have been paid in full.
Thereafter, the holders of Series C Preferred Stock will be divested of their
voting rights and the term of any member of the Board of Directors elected by
the holders of Series C Preferred Stock and holders of any other shares of
parity preferred stock (including the Series A Preferred Stock) shall terminate.
In addition, for so long as any shares of Series C Preferred Stock are
outstanding, without the consent of two-thirds of the holders of the Series C
Preferred Stock then outstanding, the Company may not (i) designate, authorize
or create, or increase the authorized or issued amount of, reclassify any
authorized class of shares or issue obligations or securities convertible into,
shares of any class of equity securities ranking prior to the Series C Preferred
Stock with respect to distributions and rights upon liquidation, dissolution, or
winding up, (ii) designate, authorize or create, or increase the authorized or
issued amount of, reclassify any authorized class of shares or issue obligations
or securities convertible into, shares of any class of equity securities ranking
equal to the Series C Preferred Stock with respect to distributions and rights
upon liquidation, dissolution, or winding up, but only to the extent that such
securities are issued to an affiliate of the Company, or (iii) 

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either (A) consolidate with, merge into, or transfer or lease substantially all
of the assets to, any corporation or other entity, or (B) amend or repeal the
provisions of the Articles of Incorporation that adversely affect the powers,
special rights, preferences, privileges or voting power of the Series C
Preferred Stock; provided, however, that with respect to clause (iii) above, so
long as the Company is the surviving entity and the Series C Preferred Stock
remains outstanding on the same terms, or the resulting, surviving or transferee
entity is a corporation organized under the laws of any state and substitutes
for the Series C Preferred Stock other preferred stock having substantially the
same terms and rights as the Series C Preferred Stock. The Series C Preferred
Stock will have no voting rights other than as discussed above and as otherwise
provided by applicable law.

     Liquidation Preference.  Each share of Series C Preferred Stock is entitled
to a liquidation preference of $50.00 per share, plus any accrued but unpaid
dividends, in preference to any other class or series of capital stock of the
Company, other than any class or series of equity securities of the Company
expressly designated as ranking on a parity with or senior to the Series C
Preferred Stock.

                                 *  *  *  *  *

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ITEM 7.  FINANCIAL STATEMENT AND EXHIBITS.

 
(c)      EXHIBITS


Exhibit
  No.                              Description
-------                            ------------
 
  3.1       Articles Supplementary of the Registrant, filed November 24, 1998
  3.2       Registration Rights Agreement dated November 24, 1998
 10.1       Fourth Amended and Restated Agreement of Limited Partnership of
            Kilroy Realty, L.P. dated November 24, 1998 

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                                   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 hereunto duly authorized,


                               KILROY REALTY CORPORATION



Date:  December 9, 1998        By /s/ Ann Marie Whitney
                                  -----------------------------------------
                                  Name:   Ann Marie Whitney
                                  Title:  Vice President and Controller

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                                 EXHIBIT INDEX

<TABLE> 
<CAPTION> 

Exhibit                                                                             Sequentially
  No.                                        Description                            Numbered Page
-------                                      -----------                            -------------
<S>                                          <C>                                    <C> 

  3.1             Articles Supplementary of the Registrant, filed November 24, 1998
  3.2             Registration Rights Agreement dated November 24, 1998
 10.1             Fourth Amended and Restated Agreement of Limited Partnership
                  of Kilroy Realty, L.P. dated November 24, 1998
</TABLE>
