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^*

HEFNER THOMAS L

(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
X	Officer (give title below)	Other (specify below)
	Chairman of the Board

3. Date of Earliest Transaction (Month/Day/Year)
05/21/2004

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								1,226⁽¹⁾	D
Common Stock	05/21/2004		S		8,700	D	$30.05	325,605	I	By Trust⁽²⁾
Common Stock	05/21/2004		S		186	D	$30.14	325,419	I	By Trust⁽²⁾
Common Stock	05/21/2004		S		400	D	$30.17	325,019	I	By Trust⁽²⁾
Common Stock								204,751	I	By Spouse's Trust⁽³⁾
Common Stock								124⁽⁴⁾	I	By 401(k) Plan
Common Stock								43,275	I	By Family Limited Partnership⁽⁵⁾
Common Stock								100,000	I	By The Community Covenant Foundation, Inc.⁽⁶⁾

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	⁽⁷⁾							10/04/1994	⁽⁷⁾	Common Stock	550,398		550,398	I	By Grantor Retained Annuity Trust⁽⁸⁾
Units of Duke Realty Limited Partnership	⁽⁷⁾							10/04/1994	⁽⁷⁾	Common Stock	13,572		13,572	I	By Duke Management, Inc.⁽⁹⁾
Units of Duke Realty Limited Partnership	⁽⁷⁾							10/04/1994	⁽⁷⁾	Common Stock	29,108		29,108	I	By Trust⁽²⁾
Units of Duke Realty Limited Partnership	⁽⁷⁾							08/07/2004	⁽⁷⁾	Common Stock	16,351		16,351	D
Employee Stock Options-Right to Buy	$19.4375							⁽¹⁰⁾	01/29/2007	Common Stock	11,966		11,966	D
Employee Stock Options-Right to Buy	$24.25							⁽¹¹⁾	01/28/2008	Common Stock	18,960		18,960	D
Employee Stock Options-Right to Buy	$23.0625							⁽¹²⁾	01/26/2009	Common Stock	24,920		24,920	D
Employee Stock Options-Right to Buy	$20							⁽¹³⁾	01/25/2010	Common Stock	31,609		31,609	D
Employee Stock Options-Right to Buy	$24.98							⁽¹⁴⁾	01/31/2011	Common Stock	27,608		27,608	D
Employee Stock Options-Right to Buy	$23.35							⁽¹⁵⁾	01/30/2012	Common Stock	21,659		21,659	D
Employee Stock Options-Right to Buy	$25.42							⁽¹⁶⁾	02/19/2013	Common Stock	46,913		46,913	D
Employee Stock Options-Right to Buy	$32.51							⁽¹⁷⁾	01/28/2014	Common Stock	36,682		36,682	D
Exchange Rights	⁽¹⁸⁾							⁽¹⁸⁾	⁽¹⁸⁾	Common Stock	172,583		172,583	I	By Duke Management, Inc.⁽¹⁸⁾
Phantom Stock Units	⁽¹⁹⁾							⁽¹⁹⁾	⁽¹⁹⁾	Common Stock	7,310		7,310	D

Explanation of Responses:

1. Between April 12, 2004 and May 24, 2004, the Reporting Person acquired 185 shares under the Company's Employee Stock Purchase Plan.

2. Securities held by the Thomas L. Hefner Revocable Trust in which the Reporting Person is the grantor.

3. Securities held by the Patty M. Hefner Revocable Trust in which the Reporting Person is the grantor.

4. Between April 12, 2004 and May 24, 2004, the Reporting Person acquired 16 shares of Duke Realty Coporation's common stock under the Company's 401(k) plan.

5. Securities owned by the Hefner Family Investors Limited Partnership, a family 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.

6. Shares owned by The Community Covenant Foundation, Inc., a private charitable foundation controlled by the Reporting Person and his family.

7. 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.

8. Securities held by the Thomas L. Hefner 2002 Grantor Retained Annuity Trust No. 2. The Reporting Person is a trustee and the Reporting Person's children are residual beneficiaries.

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

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

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

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

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

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

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

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

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

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%.

19. 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:

	James R. Windmiller for Thomas L. Hefner per POA previously filed	05/24/2004
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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