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^*

ZINK DARELL E JR

(Last)

(First)

(Middle)

600 EAST 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)
03/08/2004

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								648,787	D
Common Stock								3,748⁽¹⁾	I	By 401(K) Plan
Common Stock								17,042	I	By Zink Family Foundation, Inc.⁽²⁾
Common Stock								88,080	I	By Spouse
Common Stock								5,067	I	By Son
Common Stock	03/08/2004		S		46,243	D	$33.61	0	I	By Zink Family Limited Partnership⁽³⁾

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	⁽⁴⁾	03/08/2004		G	V	8,798		⁽⁵⁾	⁽⁴⁾	Common Stock	8,798	⁽⁴⁾	412,055	D
Units of Duke Realty Limited Partnership	⁽⁴⁾	03/08/2004		G	V		8,798	10/04/1994	⁽⁴⁾	Common Stock	8,798	⁽⁴⁾	165,810	I	By Grantor Retained Annuity Trust⁽⁶⁾
Units of Duke Realty Limited Partnership	⁽⁴⁾							10/04/1994	⁽⁴⁾	Common Stock	13,572		13,572	I	By Duke Management, Inc.⁽⁷⁾
Employee Stock Options-Right to Buy	$19.4375							⁽⁸⁾	01/29/2007	Common Stock	13,010		13,010	D
Employee Stock Options-Right to Buy	$24.25							⁽⁹⁾	01/28/2008	Common Stock	14,220		14,220	D
Employee Stock Options-Right to Buy	$23.0625							⁽¹⁰⁾	01/26/2009	Common Stock	19,936		19,936	D
Employee Stock Options-Right to Buy	$20							⁽¹¹⁾	01/25/2010	Common Stock	28,736		28,736	D
Employee Stock Options-Right to Buy	$24.98							⁽¹²⁾	01/31/2011	Common Stock	23,007		23,007	D
Employee Stock Options-Right to Buy	$23.35							⁽¹³⁾	01/30/2012	Common Stock	24,613		24,613	D
Employee Stock Options-Right to Buy	$25.42							⁽¹⁴⁾	02/19/2013	Common Stock	24,870		24,870	D
Employee Stock Options-Right to Buy	$32.51							⁽¹⁵⁾	01/28/2014	Common Stock	14,142		14,142	D
Phantom Stock Units	⁽¹⁶⁾							⁽¹⁶⁾	⁽¹⁶⁾	Common Stock	1,726		1,726⁽¹⁶⁾	D
Phantom Stock Units	⁽¹⁷⁾							⁽¹⁷⁾	⁽¹⁷⁾	Common Stock	6,397		6,397⁽¹⁷⁾	D
Exchange Rights	⁽¹⁸⁾							⁽¹⁸⁾	⁽¹⁸⁾	Common Stock	172,583		172,583	I	By Duke Management, Inc.⁽¹⁸⁾

Explanation of Responses:

1. Between January 28, 2004 and March 8, 2004, the Reporting Person acquired 83 shares of Duke Realty Corporation's common stock under the Company's 401(k) plan.

2. Shares owned by the Zink Family Foundation, Inc., a private charitable foundation controlled by the Reporting Person and his family.

3. Shares owned by the Zink Family Limited Partnership, a limited partnership in which the sole general partner is the Reporting Person and the limited partnership interests are beneficially held by the Reporting Person and his family members.

4. 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.

5. The date on which 395,704 of these units were exercisable was October 4, 1994. The date on which 16,351 units will be exercisable is August 7, 2004.

6. Securities held by the Darell E. Zink Grantor Retained Annuity Trust dated 11/27/02 in which the Reporting Person is grantor. The Reporting Person's children are residual beneficiaries.

7. Represents the Reporting Person's 20.71% interest in Units owned by Duke Management, Inc.

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

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

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

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

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

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

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

15. The Stock Options vest annually at a rate of 20% per year and will be fully vested on 1/28/09.

16. Represents phantom stock units accrued under the Executives' Deferred Compensation Plan of Duke Realty Services Limited Partnership. Between January 28, 2004 and March 8, 2004, the Reporting Person acquired 24 shares of common stock through dividend reinvestment. 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.

17. Represents phantom stock units vested under the 2000 Performance Share Plan of Duke Realty Corporation. Between January 28, 2004 and March 8, 2004, the Reporting Person acquired 133 phantom stock units through dividend reinvestment. 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.

18. 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 20.71%.

Remarks:

	James R. Windmiller for Darell E. Zink, Jr. per POA attached	03/09/2004
	** 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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