April 5, 2005


Mail Stop 0409

VIA U.S. MAIL AND FAX (317) 808-6794

Mr. Matthew A. Cohoat
Executive Vice President and Chief Financial Officer
Duke Realty Corporation
600 East 96th Street
Suite 100
Indianapolis, IN  46240

Re:	Duke Realty Limited Partnership
Form 10-K for the year ended December 31, 2004
File No. 000-20625

Dear Mr. Cohoat:

      We have reviewed your filing and have the following
comments.
We have limited our review to only the issues addressed below and
will make no further review of your documents.  As such, all
persons
who are responsible for the adequacy and accuracy of the
disclosure
are urged to be certain that they have included all information
required pursuant to the Securities Exchange Act of 1934.  In some
of
our comments, we may ask you to provide us with supplemental
information so we may better understand your disclosure.  After
reviewing this information, we may or may not raise additional
comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form 10-K for the year ended December 31, 2004

Financial Statements and Notes

Note 2, Summary of Significant Accounting Policies

Real Estate Investments, pages 49-51

1. We note here and on page 23 in MD&A that you analyze your
investments in joint ventures under FIN 46(R) to determine if the
joint venture is considered a variable interest entity and would
require consolidation.  However, your disclosure suggests that you
follow a voting interest model rather than a risk and rewards
model
as contemplated in FIN 46(R).  In a supplemental response, and in
future filings, please clarify whether any of your joint ventures
are
variable interest entities under FIN 46(R).

2. In your response to the above comment, tell us the facts and
circumstances you considered when making this determination for
your
investment in Dugan Realty LLC.    In this regard, advise us in
detail how you considered other interests held by you (i.e.
obligations associated with your debt guarantee and the ability of
the other investor to put an interest in the joint venture to you)
in
your analysis of paragraph 5(c) of FIN 46(R).  In addition,
include a
brief description of the structure of this joint venture and how
significant decisions affecting the joint venture are made between
you and the other joint venture partners.


*  *  *  *

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filings; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filings or
in
response to our comments on your filings.








	You may contact Josh Forgione, at (202) 824-5464, or me, at
(202) 942-1960, if you have questions. Please respond to the
comments
included in this letter within ten business days or tell us when
you
will provide us with a response.  Please file your response on
EDGAR.

							Sincerely,



Linda van Doorn
      Senior Assistant Chief Accountant

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Duke Realty Limited Partnership
April 5, 2005
Page 1