SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

BURK GARY A

(Last)

(First)

(Middle)

600 E. 96TH STREET, SUITE 100

(Street)

INDIANAPOLIS,

46240

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
DUKE REALTY CORP [ DRE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/26/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	01/26/2004		S		20,000	D	$31.9	103,466	D
Common Stock								5,936	I	By 401(k) Plan

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Units of Duke Realty Limited Partnership	⁽¹⁾							⁽²⁾	⁽¹⁾	Common Stock	90,015		90,015	D
Units of Duke Realty Limited Partnership	⁽¹⁾							10/04/1994	⁽¹⁾	Common Stock	4,922		4,922	I	By Duke Management, Inc.⁽³⁾
Employee Stock Options-Right to Buy	$15.3125							⁽⁴⁾	10/25/2005	Common Stock	452		452	D
Employee Stock Options-Right to Buy	$16.0625							⁽⁵⁾	01/31/2006	Common Stock	6,654		6,654	D
Employee Stock Options-Right to Buy	$19.4375							⁽⁶⁾	01/29/2007	Common Stock	1,558		5,220	D
Employee Stock Options-Right to Buy	$24.25							⁽⁷⁾	01/28/2008	Common Stock	8,537		5,683	D
Employee Stock Options-Right to Buy	$23.0625							⁽⁸⁾	01/26/2009	Common Stock	19,936		19,936	D
Employee Stock Options-Right to Buy	$20							⁽⁹⁾	01/25/2010	Common Stock	31,609		31,609	D
Employee Stock Options-Right to Buy	$24.98							⁽¹⁰⁾	01/31/2011	Common Stock	27,608		27,608	D
Employee Stock Options-Right to Buy	$23.35							⁽¹¹⁾	01/30/2012	Common Stock	29,536		29,536	D
Employee Stock Options-Right to Buy	$25.42							⁽¹²⁾	02/19/2013	Common Stock	34,184		34,184	D
Exchange Rights	⁽¹³⁾							⁽¹³⁾	⁽¹³⁾	Common Stock	62,583		62,583	I	By Duke Management, Inc.⁽¹³⁾
Phantom Stock Units	⁽¹⁴⁾							⁽¹⁴⁾	⁽¹⁴⁾	Common Stock	8,098		8,098	D
Phantom Stock Units	⁽¹⁵⁾							⁽¹⁵⁾	⁽¹⁵⁾	Common Stock	3,071		3,071	D

Explanation of Responses:

1. Units of Duke Realty Limited Partnership are convertible on a one to one basis to the Company's common stock and have no expiration date.

2. The date on which 85,778 of these units were exercisable was October 4, 1994. The date on which 4,237 units will be exercisable is August 7, 2004.

3. Represents the Reporting Person's 7.51% interest in Units owned by Duke Management, Inc.

4. The Stock Options vested annually at a rate of 20% per year and were fully vested on 10/25/00.

5. The Stock Options vested annually at a rate of 20% per year and were fully vested on 1/31/01.

6. The Stock Options vested annually at a rate of 20% per year and were fully vested on 1/29/02.

7. The Stock Options vested annually at a rate of 20% per year and were fully vested on 1/28/03.

8. The Stock Options vested annually at a rate of 20% per year and were fully vested on 1/26/04.

9. The Stock Options vest annually at a rate of 20% per year and will be fully vested on 1/25/05.

10. The Stock Options vest annually at a rate of 20% per year and will be fully vested on 1/31/06.

11. The Stock Options vest annually at a rate of 20% per year and will be fully vested on 1/30/07.

12. The Stock Options vest annually at a rate of 20% per year and will be fully vested on 2/19/08.

13. In the event of a change in control of Duke Realty Corporation or Duke Realty Limited Partnership; or the liquidation of Duke Realty Limited Partnership, Duke Management, Inc. has the right to exchange its limited partnership interest in Duke Realty Services Limited Partnership for 833,334 shares of Duke Realty Corporation's common stock. The Reporting Person's ownership interest in Duke Management, Inc. is 7.51%.

14. Represents phantom stock units accrued under the Executive Deferred Compensation Plan of Duke Realty Services Limited Partnership. The units are valued on a one to one basis to the Company's common stock and are to be settled in cash upon the Reporting Person's termination of employment.

15. Represents phantom stock units vested under the 2000 Performance Share Plan of Duke Realty Corporation. The units are valued on a one to one basis to the Company's common stock and are to be settled in cash upon the Reporting Person's termination of employment.

Remarks:

	Douglas E. Greer for Gary A. Burk per POA prev. filed	01/27/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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