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^*

CHAPMAN ROBERT M

(Last)

(First)

(Middle)

3950 SHACKLEFORD ROAD, SUITE 300

(Street)

DULUTH,

30096-8268

(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)
	Sr. EVP - Real Estate Oper.

3. Date of Earliest Transaction (Month/Day/Year)
11/15/2005

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	11/15/2005		A		6,725	A	⁽¹⁾	27,439	D
Common Stock								3,007	I	By 401(k) Plan
Common Stock								2,754	I	By Children

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)
Employee Stock Options-Right to Buy	$22.0971							⁽²⁾	11/10/2007	Common Stock	10,290		10,290	D
Employee Stock Options-Right to Buy	$23.5541							⁽³⁾	12/08/2008	Common Stock	19,509		19,509	D
Employee Stock Options-Right to Buy	$22.4007							⁽⁴⁾	01/26/2009	Common Stock	25,641		25,641	D
Employee Stock Options-Right to Buy	$21.915							⁽⁵⁾	06/18/2009	Common Stock	25,725		25,725	D
Employee Stock Options-Right to Buy	$19.4261							⁽⁶⁾	01/25/2010	Common Stock	29,569		29,569	D
Employee Stock Options-Right to Buy	$19.4261							⁽⁷⁾	01/25/2010	Common Stock	8,871		8,871	D
Employee Stock Options-Right to Buy	$24.2632							⁽⁸⁾	01/31/2011	Common Stock	28,408		28,408	D
Employee Stock Options-Right to Buy	$22.6799							⁽⁹⁾	01/30/2012	Common Stock	27,858		27,858	D
Employee Stock Options-Right to Buy	$24.6905							⁽¹⁰⁾	02/19/2013	Common Stock	24,194		24,194	D
Employee Stock Options-Right to Buy	$31.5771							⁽¹¹⁾	01/28/2014	Common Stock	21,829		21,829	D
Employee Stock Options-Right to Buy	$31.4022							⁽¹²⁾	02/10/2015	Common Stock	33,930		33,930	D
Phantom Stock Units	⁽¹³⁾							⁽¹³⁾	⁽¹³⁾	Common Stock	5,160		5,160	D
Phantom Stock Units	⁽¹⁴⁾							⁽¹⁴⁾	⁽¹⁴⁾	Common Stock	10,128		10,128	D

Explanation of Responses:

1. Represents an award of restricted stock units pursuant to Rule 16b-3(d) of Section 16b of the Securities Exchange Act of 1934.

2. The Stock Options vested at a rate of 20% per year and were fully vested on 11/10/02.

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

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

5. The Stock Options vested at a rate of 20% per year and were fully vested on 6/18/04.

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

7. The Stock Options were fully vested at date of grant.

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

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

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

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

12. The Stock Options vest at a rate of 20% per year and will be fully vested on 2/10/10.

13. Represents phantom stock units accrued under the Executives' Deferred Copensation 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.

14. 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:

	Valerie J. Steffen for Robert M. Chapman per POA previously filed	11/16/2005
	** 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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