ITEM 8.01 OTHER EVENTS

On June 3, 2009, Kilroy Realty Corporation (the "Company") completed an underwritten public offering of 10,062,500 shares of its common stock, par value $0.01 per share. The shares were issued and sold by the Company to the underwriters at a public offering price of $20.00 per share pursuant to an underwriting agreement dated as of May 29, 2009, by and among the Company, Kilroy Realty, L.P., the Company's operating partnership, and the underwriters. Merrill Lynch & Co. and J. P. Morgan Securities Inc. acted as representatives of the several underwriters named in the underwriting agreement. The shares sold in the offering included 1,312,500 shares issued and sold pursuant to the exercise in full of the underwriters' overallotment option under the underwriting agreement. The underwriting agreement is filed herewith as Exhibit 1.1. The opinion of Ballard Spahr Andrews & Ingersoll, LLP with respect to the validity of the shares in the offering is filed herewith as Exhibit 5.1.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits.

1.1 Underwriting Agreement dated May 29, 2009

5.1 Opinion of Ballard Spahr Andrews & Ingersoll, LLP

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