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^*

NELLEY JOHN W JR

(Last)

(First)

(Middle)

782 MELROSE AVENUE

(Street)

NASHVILLE,

37211

(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)
	Managing Dir., Nashville Oper.

3. Date of Earliest Transaction (Month/Day/Year)
05/02/2005

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								151,705⁽¹⁾	D
Common Stock								3,324⁽²⁾	I	By Spouse
Common Stock								4,841⁽³⁾	I	By 401(K) Plan - A
Common Stock								2,028⁽⁴⁾	I	By 401(K) Plan - B
Common Stock								884	I	By NWI XV, L.P.⁽⁵⁾
Common Stock								44,629	I	By NWI Warehouse Group NV, L.P.⁽⁶⁾
Common Stock								677⁽⁷⁾	I	By Nelley Holdings, L.P.⁽⁸⁾
Common Stock								2,557⁽⁹⁾	I	By NWI X, L.P.⁽¹⁰⁾
Common Stock								27	I	By NWI XX, L.P.⁽¹¹⁾
Common Stock								2,039⁽¹²⁾	I	By Pine Tree Corporation⁽¹³⁾
Common Stock								15,780⁽¹⁴⁾	I	By the Revocable Inter-Vivos Trust for Mary Lindsay Polk Stone⁽¹⁵⁾
Common Stock								5,800	I	By the 1987 E.H.W., Jr. Family Trust⁽¹⁶⁾
Common Stock								2,375	I	By the Jack Denton Graham Family Trust⁽¹⁷⁾
Common Stock								1,243⁽¹⁸⁾	I	By the Andrew Dale Harris Trust⁽¹⁹⁾
Common Stock								5,074⁽²⁰⁾	I	By the Holcomb Family Trust⁽²¹⁾
Common Stock								500	I	By the J. Canale Harris Trust⁽²²⁾
Common Stock								4,500	I	By the Janice Shapard Oden Trust⁽²³⁾
Common Stock	05/02/2005		P		950	A	$30.57	11,024⁽²⁴⁾	I	By the Provo Family Trust⁽²⁵⁾
Common Stock								2,156⁽²⁶⁾	I	By the VanderNaillen Trust⁽²⁷⁾
Common Stock								960	I	By the Estate of Charles Corbin, Jr.⁽²⁸⁾

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	⁽²⁹⁾							07/02/1999	⁽²⁹⁾	Common Stock	785,704		785,704	I	By NWI Warehouse Group NV, L.P.⁽³⁰⁾
Employee Stock Options-Right to Buy	$20.0634	11/09/2005		D⁽³¹⁾			55,200	⁽³¹⁾	11/09/2005	Common Stock	55,200	⁽³¹⁾	0	D
Employee Stock Options-Right to Buy	$19.4876	11/09/2005		A⁽³¹⁾		56,800		⁽³²⁾	01/29/2009	Common Stock	56,800	⁽³¹⁾	56,800	D
Employee Stock Options-Right to Buy	$24.98	11/09/2005		D⁽³¹⁾			3,865	⁽³¹⁾	11/09/2005	Common Stock	3,865	⁽³¹⁾	0	D
Employee Stock Options-Right to Buy	$24.2632	11/09/2005		A⁽³¹⁾		3,977		⁽³³⁾	01/31/2011	Common Stock	3,977	⁽³¹⁾	3,977	D
Employee Stock Options-Right to Buy	$23.35	11/09/2005		D⁽³¹⁾			10,830	⁽³¹⁾	11/09/2005	Common Stock	10,830	⁽³¹⁾	0	D
Employee Stock Options-Right to Buy	$22.6799	11/09/2005		A⁽³¹⁾		11,143		⁽³⁴⁾	01/30/2012	Common Stock	11,143	⁽³¹⁾	11,143	D
Employee Stock Options-Right to Buy	$25.42	11/09/2005		D⁽³¹⁾			13,226	⁽³¹⁾	11/09/2005	Common Stock	13,226	⁽³¹⁾	0	D
Employee Stock Options-Right to Buy	$24.6905	11/09/2005		A⁽³¹⁾		13,609		⁽³⁵⁾	02/19/2013	Common Stock	13,609	⁽³¹⁾	13,609	D
Employee Stock Options-Right to Buy	$32.51	11/09/2005		D⁽³¹⁾			10,345	⁽³¹⁾	11/09/2005	Common Stock	10,345	⁽³¹⁾	0	D
Employee Stock Options-Right to Buy	$31.5771	11/09/2005		A⁽³¹⁾		10,644		⁽³⁶⁾	01/28/2014	Common Stock	10,644	⁽³¹⁾	10,644	D
Employee Stock Options-Right to Buy	$32.33	11/09/2005		D⁽³¹⁾			16,075	⁽³¹⁾	11/09/2005	Common Stock	16,075	⁽³¹⁾	0	D
Employee Stock Options-Right to Buy	$31.4022	11/09/2005		A⁽³¹⁾		16,541		⁽³⁷⁾	02/10/2015	Common Stock	16,541	⁽³¹⁾	16,541	D
Phantom Stock Units	⁽³⁸⁾							⁽³⁸⁾	⁽³⁸⁾	Common Stock	6,319		6,319⁽³⁹⁾	D
Phantom Stock Units	⁽⁴⁰⁾							⁽⁴⁰⁾	⁽⁴⁰⁾	Common Stock	10,020		10,020⁽⁴¹⁾	D

Explanation of Responses:

1. Between August 9, 2005 and November 11, 2005, the Reporting Person acquired 24 shares of the Company's common stock through dividend reinvestment and 215 shares through the Company's Employee Stock Purchase Plan.

2. Between August 9, 2005 and November 11, 2005, the Reporting Person acquired 49 shares of the Company's common stock through dividend reinvestment

3. Between August 9, 2005 and November 11, 2005, the Reporting Person acquired 221 shares under the Company's 401(k) Plan.

4. Between August 9, 2005 and November 11, 2005, the Reporting Person acquired 28 shares of the Company's common stock through dividend reinvestment.

5. Represents the Reporting Person's beneficial ownership of Shares owned by NWI XV, L.P. ("NWIXV"). In total, NWIXV owns 2,600 Shares.

6. Represents the Reporting Person's beneficial ownership of Shares owned by NWI Warehouse Group NV, L.P. ("NWI"). In total, NWI owns 200,000 Shares.

7. Between August 9, 2005 and November 11, 2005, the Reporting Person acquired 10 shares of the Company's common stock through dividend reinvestment.

8. Represents the Reporting Person's beneficial ownership of Shares owned by Nelley Holdings, L.P. ("NHLP"). In total, NHLP owns 4,059 Shares.

9. Between August 9, 2005 and November 11, 2005, the Reporting Person acquired 37 shares of the Company's common stock through dividend reinvestment.

10. Represents the Reporting Person's beneficial ownership of Shares owned by NWI X, L.P. ("NWIX"). In total, NWIX owns 6,393 Shares.

11. Represents the Reporting Person's beneficial ownership of Shares owned by NWI XX, L.P. ("NWIXX"). In total, NWIXX owns 6,799 Shares. Between August 9, 2005 and November 11, 2005, NWIXX acquired 28 shares of the Company's common stock through dividend reinvestment.

12. Between August 9, 2005 and November 11, 2005, the Reporting Person acquired 29 shares of the Company's common stock through dividend reinvestment.

13. Represents the Reporting Person's beneficial ownership of Shares owned by Pine Tree Corporation ("PTC"). In total, PTC owns 6798 Shares.

14. Between August 9, 2005 and November 11, 2005, the Trust acquired 469 shares of the Company's common stock through dividend reinvestment.

15. By John W. Nelley, Jr., as Co-Trustee for the Revocable Inter-Vivos Trust for Mary Lindsay Polk Stone. The Reporting Person disclaims any beneficial interest in these shares.

16. By John W. Nelley, Jr., as Trustee for the 1987 E.H.W., Jr., Family Trust. The Reporting Person disclaims any beneficial interest in these shares.

17. By John W. Nelley, Jr., as Trustee for the Jack Denton Graham Family Trust. The Reporting Person disclaims any beneficial interest in these shares.

18. Between August 9, 2005 and November 11, 2005, the Trust acquired 18 shares of the Company's common stock through dividend reinvestment.

19. By John W. Nelley, Jr., as Trustee for the Andrew Dale Harris Trust. The Reporting Person disclaims any beneficial interest in these shares.

20. Between August 9, 2005 and November 11, 2005, the Trust acquired 74 shares of the Company's common stock through dividend reinvestment.

21. By John W. Nelley, Jr., as Trustee for the Holcomb Family Trust. The Reporting Person disclaims any beneficial interest in these shares.

22. By John W. Nelley, Jr., as Trustee for the J. Canale Harris Trust Trust. The Reporting Person disclaims any beneficial interest in these shares.

23. By John W. Nelley, Jr., as Trustee for the Janice Shapard Oden Trust. The Reporting Person disclaims any beneficial interest in these shares.

24. Between August 9, 2005 and November 11, 2005, the Trust acquired 174 shares of the Company's common stock through dividend reinvestment.

25. By John W. Nelley, Jr., as Trustee for the Provo Family Trust. The Reporting Person disclaims any beneficial interest in these shares.

26. Between August 9, 2005 and November 11, 2005, the Trust acquired 31 shares of the Company's common stock through dividend reinvestment.

27. By John W. Nelley, Jr., as Trustee for the VanderNaillen Trust. The Reporting Person disclaims any beneficial interest in these shares.

28. By John W. Nelley, Jr., as Trustee for the Estate of Charles Corbin, Jr. The Reporting Person disclaims any beneficial interest in these shares.

29. 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.

30. Represents the Reporting Person's beneficial ownership of Units owned by NWI Warehouse Group NV, L.P. ("NWI"). In total, NWI owns 3,521,050 Units.

31. The reported transactions are a result of option modifications permitted as a result of the issuer's payment of an extraordinary cash dividend. This modification resulted in a deemed cancellation of the "old" option and the grant of a replacement option.

32. The options were originally granted on 1/21/99 and provided for vesting at 33.33% per year commencing on that date. The options were fully vested on 1/21/02.

33. The options were originally granted on 1/31/01 and provide for vesting at 20% per year commencing on that date. The options will be fully vested on 1/31/06.

34. The options were originally granted on 1/30/02 and provide for vesting at 20% per year commencing on that date. The options will be fully vested on 1/30/07.

35. The options were originally granted on 2/19/03 and provide for vesting at 20% per year commencing on that date. The options will be fully vested on 2/19/08.

36. The options were originally granted on 1/28/04 and provide for vesting at 20% per year commencing on that date. The options will be fully vested on 1/28/09.

37. The options were originally granted on 2/10/05 and provide for vesting at 20% per year commencing on that date. The options will be fully vested on 2/10/10.

38. Represents phantom stock units accrued under the Weeks Corporation 1998 Deferred Compensation Plan. 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.

39. Between August 9, 2005 and November 11, 2005, the Reporting Person acquired 89 phantom stock units through dividend reinvestment.

40. 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.

41. Between August 9, 2005 and November 11, 2005, the Reporting Person acquired 141 phantom stock units through dividend reinvestment.

Remarks:

	Valerie J. Steffen for John W. Nelley, Jr. per POA previously filed	11/11/2005
	** 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).
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