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 RD, #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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Sr. EVP - Real Estate Oper.

3. Date of Earliest Transaction (Month/Day/Year)
12/12/2007

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	06/13/2007		G	V	510	D	$0	42,853	D
Common Stock	11/15/2007		F		487⁽¹⁾	D	$28.06	42,366	D
Common Stock	12/12/2007		M		19,510	A	$0	61,876	D
Common Stock	12/12/2007		F		17,482	D	$26.65	47,369⁽²⁾⁽³⁾	D
Common Stock								3,887⁽⁴⁾	I	By 401(k) Plan
Common Stock	06/13/2007		G	V	510	A	$0	2,700	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	$23.5541	12/12/2007		M			19,510	⁽⁵⁾	01/28/2008	Common Stock	19,510	$0	0	D
Employee Stock Options-Right to Buy	$22.4007							⁽⁶⁾	01/26/2009	Common Stock	25,643		25,643	D
Employee Stock Options-Right to Buy	$21.915							⁽⁷⁾	06/18/2009	Common Stock	25,725		25,725	D
Employee Stock Options-Right to Buy	$19.4261							⁽⁸⁾	01/25/2010	Common Stock	29,569		29,569	D
Employee Stock Options-Right to Buy	$19.4261							⁽⁹⁾	01/25/2010	Common Stock	8,871		8,871	D
Employee Stock Options-Right to Buy	$24.2632							⁽¹⁰⁾	01/31/2011	Common Stock	28,409		28,409	D
Employee Stock Options-Right to Buy	$22.6799							⁽¹¹⁾	01/30/2012	Common Stock	27,859		27,859	D
Employee Stock Options-Right to Buy	$24.6905							⁽¹²⁾	02/19/2013	Common Stock	24,195		24,195	D
Employee Stock Options-Right to Buy	$31.5771							⁽¹³⁾	01/28/2014	Common Stock	21,829		21,829	D
Employee Stock Options-Right to Buy	$31.4022							⁽¹⁴⁾	02/10/2015	Common Stock	33,932		33,932	D
Employee Stock Options-Right to Buy	$34.13							⁽¹⁵⁾	02/10/2016	Common Stock	37,198		37,198	D
Employee Stock Options-Right to Buy	$47.88							⁽¹⁶⁾	02/10/2017	Common Stock	34,126		34,126	D
Phantom Stock Units	⁽¹⁷⁾							⁽¹⁷⁾	⁽¹⁷⁾	Common Stock	6,267		6,267⁽¹⁷⁾	D
Phantom Stock Units	⁽¹⁸⁾							⁽¹⁸⁾	⁽¹⁸⁾	Common Stock	19,157		19,157⁽¹⁸⁾	D

Explanation of Responses:

1. Represents shares withheld for taxes upon the vesting of restricted stock units granted pursuant to Rule 16b-3 of Section 16b of the Securities Exchange Act of 1934.

2. Between May 22, 2007 and December 18, 2007, the Reporting Person acquired 668 RSU shares of the Company's common stock through dividend reinvestment and 762 shares through the Company's Employee Stock Purchase Plan.

3. Through December 18, 2007, the Reporting Person acquired 1,545 personal shares of DRE common stock through dividend reinvestment.

4. Between May 22, 2007 and December 18, 2007, the Reporting Person acquired 379 shares of DRE's common stock under the Company's 401(k) plan.

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

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

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

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

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

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

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

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

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

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

15. The Stock Options vest at a rate of 20% per year and will be fully vested on 2/10/11.

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

17. Represents phantom stock units accrued under the Executives' 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 termination of employment.

18. Represents phantom stock units vested under the 2000 Performance Share Plan of Duke Realty Corporation. Between May 22, 2007 and December 18, 2007, the Reporting Person acquired 1,009 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:

	Tracy D. Swearingen for Robert M. Chapman per POA prev. filed.	12/18/2007
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.