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^*

FESSLER ROBERT D

(Last)

(First)

(Middle)

3950 SHACKLEFORD ROAD, SUITE 300

(Street)

DULUTH

30096

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Regional EVP - Atlanta

3. Date of Earliest Transaction (Month/Day/Year)
11/19/2004

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	11/19/2004		M		9,462	A	$19.4375	16,877	D
Common Stock	11/19/2004		F		3,523	D	$33.76	13,354	D
Common Stock	11/19/2004		S		3,342	D	$34.0529	10,012	D
Common Stock								7,044⁽¹⁾	I	By 401(k)

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	⁽²⁾							10/04/1994	⁽²⁾	Common Stock	12,822		12,822	D
Employee Stock Options - Right to Buy	$19.4375	11/19/2004		M			9,462	⁽³⁾	01/29/2007	Common Stock	9,462	⁽³⁾	0	D
Employee Stock Options - Right to Buy	$24.25							⁽⁴⁾	01/28/2008	Common Stock	14,220		14,220	D
Employee Stock Option - Right to Buy	$23.0625							⁽⁵⁾	01/26/2009	Common Stock	15,450		15,450	D
Employee Stock Option - Right to Buy	$20							⁽⁶⁾	01/25/2010	Common Stock	19,540		19,540	D
Employee Stock Option - Right to Buy	$24.98							⁽⁷⁾	01/31/2011	Common Stock	13,804		13,804	D
Employee Stock Option - Right to Buy	$23.35							⁽⁸⁾	01/30/2012	Common Stock	14,768		14,768	D
Employee Stock Option - Right to Buy	$25.42							⁽⁹⁾	02/19/2013	Common Stock	12,344		12,344	D
Employee Stock Option - Right to Buy	$29.23							⁽¹⁰⁾	07/30/2013	Common Stock	10,000		10,000	D
Employee Stock Options-Right to Buy	$32.51							⁽¹¹⁾	01/28/2014	Common Stock	17,678		17,678	D
Phantom Stock Units	⁽¹²⁾							⁽¹²⁾	⁽¹²⁾	Common Stock	263		263⁽¹²⁾	D

Explanation of Responses:

1. Between January 28, 2004 and November 19, 2004, the Reporting Person acquired 476 shares of Duke Realty Corporation common stock under the Company's 401(k) plan.

2. 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.

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

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

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

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

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

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

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

10. The Stock Options vest annually at a rate of 20% per year and will be fully vested on 7/30/08.

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

12. Represents phantom stock units vested under the 2000 Performance Share Plan of Duke Realty Corporation. Between January 28, 2004 and November 19, 2004, the Reporting Person acquired 263 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 termination of employment.

Remarks:

	Valerie J. Steffen for Robert D. Fessler per POA attached	11/22/2004
	** 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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