8-K

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): August 21, 2002

DUKE REALTY LIMITED PARTNERSHIP
(Exact name of registrant as specified in its charter)

Indiana (State or jurisdiction of incorporation or organization)	0-20625 (Commission File Number)	35-1740409 (I.R.S. Employer Identification No.)
600 EAST 96TH STREET, SUITE 100 INDIANAPOLIS, INDIANA (Address of principal executive offices)		46240 (Zip Code)

REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (317) 808-6000

Not applicable
(Former name or former address, if changed since last report)

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

        The following exhibits are filed with this Report pursuant to Regulation S-K Item 601 in lieu of filing the otherwise required exhibits to the registration statement on Form S-3 of the Registrant, file no. 333-37920, under the Securities Act of 1933, as amended (the "Registration Statement"), and which, as this Form 8-K filing is incorporated by reference in the Registration Statement, are set forth in full in the Registration Statement.

Exhibit Number	Exhibit
1	Terms Agreement dated August 21, 2002.
4	Eleventh Supplemental Indenture dated as of August 26, 2002, including form of global note evidencing 5.875% Senior Notes due 2012.
5	Opinion of Bose McKinney & Evans LLP, including consent.

SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

DUKE REALTY LIMITED PARTNERSHIP
By:	DUKE REALTY CORPORATION, General Partner

Date: August 23, 2002
By:
/s/  MATTHEW A. COHOAT Matthew A. Cohoat
Senior Vice President and
Corporate Controller

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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

SIGNATURES

EX-1

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Exhibit 1

DUKE REALTY CORPORATION
(an Indiana Corporation)

DUKE REALTY LIMITED PARTNERSHIP
(an Indiana Limited Partnership)

5.875% Senior Notes Due 2012

TERMS AGREEMENT

Dated: August 21, 2002

To: Duke Realty Corporation
600 East 96th Street, Suite 100
Indianapolis, IN 46240

Attention: Chairman of the Board of Directors

Ladies and Gentlemen:

        We understand that Duke Realty Limited Partnership, an Indiana limited partnership (the "Operating Partnership"), proposes to issue and sell $150,000,000 aggregate principal amount of its unsecured debt securities (the "Debt Securities")(such Debt Securities being collectively hereinafter referred to as the "Underwritten Securities"). Subject to the terms and conditions set forth or incorporated by reference herein, the underwriters named below (the "Underwriters") offer to purchase, severally and not jointly, the respective numbers of Underwritten Securities (as defined in the Underwriting Agreement referred to below) set forth below opposite their respective names at the purchase price set forth below.

Underwriter	Principal Amount Of Underwritten Securities
Deutsche Bank Securities Inc.	$	75,000,000
Merrill Lynch, Pierce, Fenner & Smith                     Incorporated	$	75,000,000
Total:	$	150,000,000

        The Underwritten Securities shall have the following terms:

Title of securities: 5.875% Senior Notes Due 2012

Currency: U.S. Dollars

Principal amount to be issued: $150,000,000

Current ratings: Moody's Investors Service, Inc: Baa1; Standard & Poor's Rating Service: BBB+

Interest rate: 5.875%

Interest payment dates: Each February 15 and August 15

Stated maturity date: August 15, 2012

Redemption provisions: None

Delayed Delivery Contracts: Not authorized

Initial public offering price: 99.038%, plus accrued interest, if any, from the date of issuance

Purchase price: 98.388% plus accrued interest, if any, from the date of issuance (payable in same day funds).

Other terms: The Underwritten Securities shall be in the form of Exhibit A to the Supplemental Indenture, dated as of August 26, 2002 between Duke Realty Limited Partnership and Bank One Trust Company, N.A. (as successor to The First National Bank of Chicago).

Closing date and location: August 26, 2002 at the offices of Clifford Chance Rogers & Wells LLP, 200 Park Avenue, New York, New York 10166

        All the provisions contained in the document attached as Annex A hereto entitled "Duke-Weeks Realty Corporation and Duke-Weeks Realty Limited Partnership—Common Stock, Preferred Stock, Depositary Shares and Debt Securities—Underwriting Agreement", as amended below, are incorporated by reference in their entirety herein and shall be deemed to be a part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. Terms defined in such document are used herein as therein defined.

        The Underwriting Agreement attached hereto as Annex A applies in its entirety except that:

        (1)  any reference therein to Merrill Lynch shall be deemed references to Deutsche Banc Alex Brown Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated; and

        (2)  Section 9(a) of the Underwriting Agreement shall be amended and restated in its entirety as follows:

        "(a) The Representatives may terminate the applicable Terms Agreement, by notice to the Company, at any time at or prior to Closing Time (i) if there has been, since the date of such Terms Agreement or since the respective dates as of which information is given in the Prospectus, any material adverse change, affecting the Duke Group as a whole, in the condition, financial or otherwise, or in the earnings, assets, business affairs or business prospects of any entity belonging to the Duke Group or of any Property, whether or not arising in the ordinary course of business; or (ii)if there has occurred any material adverse change in the financial markets in the United States, or any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic condition, in each case the effect of which is such as to make it, in judgement of the Representatives, impracticable or inadvisable to (x) commence or continue the offering of Underwritten Securities to the public, or (y) enforce contracts for the sale of the Underwritten Securities; or (iii) if trading in the Common Stock has been suspended by the Commission or if trading generally on either the New York Stock Exchange or the American Stock Exchange has been suspended, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by either of said Exchanges or by order of the Commission or any other governmental authority, or if a banking moratorium has been declared by either Federal, New York or Indiana authorities, or if there has occurred a material disruption in commercial banking or securities settlement or clearance services in the United States; (iv) if Preferred Stock is being offered and the rating assigned by any nationally recognized statistical rating organization to any preferred shares of the Company as of the date of the applicable Terms Agreement shall have been lowered since such date or if any such rating organization shall have publicly announced that it has

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placed any preferred shares or debt securities of the Company on what is commonly termed a "watch list" for possible downgrading; or (v) if the rating assigned by any nationally recognized statistical rating organization to any long-term debt securities of the Operating Partnership as of the date of the applicable Terms Agreement shall have been lowered since such date or if any such rating organization shall have publicly announced that it has placed any long-term debt securities of the Operating Partnership on what is commonly termed a "watch list" for possible downgrading. As used in this Section 9(a), the term " Prospectus" means the Prospectus in the form first used to confirm sales of the Underwritten Securities."

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        Please accept this offer no later than 5 o'clock P.M. (New York City time) on August 21, 2002 by signing a copy of this Terms Agreement in the space set forth below and returning the signed copy to us.

		Very truly yours,
		DEUTSCHE BANK SECURITIES INC.
		By:	/s/  ERIC MAUTT Name: Title: Managing Director
		By:	/s/  NIGEL CREE Name: Title: Managing Director
		MERRILL LYNCH, PIERCE, FENNER & SMITH                             INCORPORATED
		By:	Name: Title:
Accepted:
DUKE REALTY CORPORATION
By:	/s/  MATTHEW A. COHOAT Name: Matthew A. Cohoat Title:
DUKE REALTY LIMITED PARTNERSHIP
By:	DUKE REALTY CORPORATION General Partner
By:	/s/  MATTHEW A. COHOAT Name: Matthew A. Cohoat Title:

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Exhibit 1

EX-4

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Exhibit 4

DUKE REALTY LIMITED PARTNERSHIP
ISSUER

TO

BANK ONE TRUST COMPANY, N.A.
TRUSTEE

ELEVENTH SUPPLEMENTAL INDENTURE

DATED AS OF AUGUST 26, 2002

$150,000,000 5.875% SENIOR NOTES DUE 2012

SUPPLEMENT TO INDENTURE,
DATED AS OF SEPTEMBER 19, 1995, BETWEEN
DUKE REALTY LIMITED PARTNERSHIP AND
BANK ONE TRUST COMPANY, N.A.
(successor in interest to The First National Bank of Chicago)

ELEVENTH SUPPLEMENTAL INDENTURE, dated as of August 26, 2002, between DUKE REALTY LIMITED PARTNERSHIP, an Indiana limited partnership (the "Issuer"), having its principal offices at 600 East 96^th Street, Suite 100, Indianapolis, IN 46240 and BANK ONE TRUST COMPANY, N.A. (successor in interest to The First National Bank of Chicago), a national banking association organized under the laws of the United States of America, as trustee (the "Trustee"), having its Corporate Trust Office at 14 Wall Street, Eighth Floor—Window 2, New York, New York 10005.

RECITALS

WHEREAS, the Issuer executed and delivered its Indenture (the "Original Indenture"), dated as of September 19, 1995, to the Trustee to issue from time to time for its lawful purposes debt securities evidencing its unsecured and unsubordinated indebtedness.

WHEREAS, the Original Indenture provides that by means of a supplemental indenture, the Issuer may create one or more series of its debt securities and establish the form and terms and conditions thereof.

WHEREAS, the Issuer intends by this Eleventh Supplemental Indenture to (i) create a series of debt securities, in an aggregate principal amount not to exceed $150,000,000, entitled "Duke Realty Limited Partnership 5.875% Senior Notes due 2012" (the "Notes"); and (ii) establish the form and the terms and conditions of such Notes.

WHEREAS, the Board of Directors of Duke Realty Corporation, the general partner of the Issuer, acting through authority delegated to certain of its executive officers, has approved the creation of the Notes and the form, terms and conditions thereof.

WHEREAS, the consent of Holders to the execution and delivery of this Eleventh Supplemental Indenture is not required, and all other actions required to be taken under the Original Indenture with respect to this Eleventh Supplemental Indenture have been taken.

        NOW, THEREFORE IT IS AGREED:

ARTICLE ONE
Definitions, Creation, Form and Terms and Conditions of the Debt Securities

        SECTION 1.01. Definitions.    Capitalized terms used in this Eleventh Supplemental Indenture and not otherwise defined shall have the meanings ascribed to them in the Original Indenture. In addition, the following terms shall have the following meanings to be equally applicable to both the singular and the plural forms of the terms defined:

"DTC" means The Depository Trust Company.

"Global Note" means a single fully-registered global note in book-entry form, without coupons, substantially in the form of Exhibit A attached hereto.

"Indenture" means the Original Indenture as supplemented by this Eleventh Supplemental Indenture.

"Notes" means the Issuer's 5.875% Senior Notes due August 15, 2012, a form of which is attached hereto as Exhibit A.

        SECTION 1.02. Creation of the Debt Securities.    In accordance with Section 301 of the Original Indenture, the Issuer hereby creates the Notes as a separate series of its debt securities issued pursuant to the Indenture. The Notes shall be issued in an aggregate principal amount not to exceed $150,000,000.

        SECTION 1.03. Form of the Debt Securities.    The Notes will be represented by a single fully-registered global note in book-entry form, without coupons, registered in the name of the nominee of DTC. The Notes shall be in the form of Exhibit A attached hereto. So long as DTC, or its nominee, is the registered owner of a Global Note, DTC or its nominee, as the case may be, will be considered the sole owner or holder of the notes represented by such Global Note for all purposes under the Indenture. Ownership of beneficial interests in the Global Note will be shown on, and transfers thereof will be effected only through, records maintained by DTC (with respect to beneficial interests of participants) or by participants or persons that hold interests through participants (with respect to beneficial interests of beneficial owners).

        SECTION 1.04. Terms and Conditions of the Debt Securities.    The Notes shall be governed by all the terms and conditions of the Original Indenture, as supplemented by this Eleventh Supplemental Indenture, and in particular, the following provisions shall be terms of the Notes:

(a)

Payment of Principal and Interest. Principal and interest payments on interests represented by a Global Note will be made to DTC or its nominee, as the case may be, as the registered owner of such Global Note. All payments of principal and interest in respect of the Notes will be made by the Issuer in immediately available funds.



(b)

Applicability of Defeasance or Covenant Defeasance. The provisions of Article 14 of the Original Indenture shall apply to the Notes.

ARTICLE TWO
Trustee

        SECTION 2.01. Trustee.    The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Eleventh Supplemental Indenture or the due execution thereof by the Issuer. The recitals of fact contained herein shall be taken as the statements solely of the Issuer, and the Trustee assumes no responsibility for the correctness thereof.

ARTICLE THREE
Miscellaneous Provisions

        SECTION 3.01. Ratification of Original Indenture.    This Eleventh Supplemental Indenture is executed and shall be construed as an indenture supplemental to the Original Indenture, and as supplemented and modified hereby, the Original Indenture is in all respects ratified and confirmed, and the Original Indenture and this Eleventh Supplemental Indenture shall be read, taken and construed as one and the same instrument.

        SECTION 3.02. Effect of Headings.    The Article and Section headings herein are for convenience only and shall not affect the construction hereof.

        SECTION 3.03. Successors and Assigns.    All covenants and agreements in this Eleventh Supplemental Indenture by the Issuer shall bind its successors and assigns, whether so expressed or not.

        SECTION 3.04. Separability Clause.    In case any one or more of the provisions contained in this Eleventh Supplemental Indenture shall for any reason be held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

        SECTION 3.05. Governing Law.    This Eleventh Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York. This Eleventh Supplemental Indenture is subject to the provisions of the Trust Indenture Act of 1939, as amended, that are required to be part of this Eleventh Supplemental Indenture and shall, to the extent applicable, be governed by such provisions.

        SECTION 3.06. Counterparts.    This Eleventh Supplemental Indenture may be executed in any number of counterparts, and each of such counterparts shall for all purposes be deemed to be an original, but all such counterparts shall together constitute one and the same instrument.

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IN WITNESS WHEREOF, the parties hereto have caused this Eleventh Supplemental Indenture to be duly executed, and their respective corporate seals to be hereunto affixed and attested, all as of the date first above written.

	DUKE REALTY LIMITED PARTNERSHIP
	By:	DUKE REALTY CORPORATION General Partner
	By:	/s/  DARELL E. ZINK, JR. Name: Title:
Attest:
/s/  MATTHEW A. COHOAT Name: Title:
	BANK ONE TRUST COMPANY, N.A.,         as Trustee
	By:	Name: Title:
Attest:
Name: Title:

STATE OF INDIANA	)
	) ss:
COUNTY OF MARION	)

        On the 26th day of August 2002, before me personally came Darell E. Zink, Jr. and Matthew A. Cohoat, to me known, who, being by me duly sworn, did depose and say that he/she resides at Indianapolis, Indiana, that he/she is EVP/CFO and SRVP/Controller of DUKE REALTY CORPORATION, the general partner of DUKE REALTY LIMITED PARTNERSHIP, one of the parties described in and which executed the foregoing instrument, and that he/she signed his/her name thereto by authority of the Board of Directors.

[Notarial Seal]

Carolyn McHamm Notary Public
COMMISSION EXPIRES

STATE OF	)
	) ss:
COUNTY OF	)

        On the            day of August 2002, before me personally came            , to me known, who, being by me duly sworn, did depose and say that he/she resides at            , that he/she is a            of BANK ONE TRUST COMPANY, N.A., one of the parties described in and which executed the foregoing instrument, and that he/she signed his/her name thereto by authority of the Board of Directors.

[Notarial Seal]

Notary Public
COMMISSION EXPIRES

EXHIBIT A

[FACE OF NOTE]

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

UNLESS AND UNTIL THIS CERTIFICATE IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED FORM, THIS CERTIFICATE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY DTC TO A NOMINEE THEREOF OR BY A NOMINEE THEREOF TO DTC OR ANOTHER NOMINEE OF DTC OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR OF DTC OR A NOMINEE OF SUCH SUCCESSOR.

REGISTERED	REGISTERED
NO. 1	PRINCIPAL AMOUNT
CUSIP NO. 264411AB5	$150,000,000

DUKE REALTY LIMITED PARTNERSHIP

5.875% Senior Notes due 2012

        Duke Realty Limited Partnership, an Indiana limited partnership (the "Issuer," which term includes any successor under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co. or its registered assigns, the principal sum of One Hundred Fifty Million Dollars on August 15, 2012 (the "Maturity Date"), and to pay interest thereon from August 26, 2002 (or from the most recent interest payment date to which interest has been paid or duly provided for), semi-annually on February 15 and August 15 of each year (each, an "Interest Payment Date"), commencing on February 15, 2003, and on the Maturity Date, at the rate of 5.875% per annum, until payment of said principal sum has been made or duly provided for.

        The interest so payable and punctually paid or duly provided for on any Interest Payment Date and on the Maturity Date will be paid to the Holder in whose name this Note (or one or more predecessor Notes) is registered at the close of business on the "Record Date" for such payment, which will be 15 days (regardless of whether such day is a Business Day (as defined below)) prior to such payment date or the Maturity Date, as the case may be. Any interest not so punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such record date, and shall be paid to the Holder in whose name this Note (or one or more predecessor Notes) is registered at the close of business on a subsequent record date for the payment of such defaulted interest (which shall be not less than five Business Days (as defined below) prior to the date of the payment of such defaulted interest) established by notice given by mail by or on behalf of the Issuer to the Holders of the Notes not less than 15 days preceding such subsequent record date. Interest on this Note will be computed on the basis of a 360-day year of twelve 30-day months.

        The principal of this Note payable on the Maturity Date will be paid against presentation and surrender of this Note at the office or agency of the Issuer maintained for that purpose in The Borough of Manhattan, The City of New York. The Issuer hereby initially designates the Corporate Trust Office of the Trustee in the City of New York as the office to be maintained by it where Notes may be presented for payment, registration of transfer, or exchange and where notices or demands to or upon the Issuer in respect of the Notes or the Indenture referred to on the reverse hereof may be served.

        Interest payable on this Note on any Interest Payment Date and on the Maturity Date, as the case may be, will be the amount of interest accrued from and including the immediately preceding Interest Payment Date (or from and including August 26, 2002 in the case of the initial Interest Payment Date) to but excluding the applicable Interest Payment Date or the Maturity Date, as the case may be. If any Interest Payment Date or the Maturity Date falls on a day that is not a Business Day (as defined below), the required payment of interest or

principal or both, as the case may be, will be made on the next Business Day with the same force and effect as if it were made on the date such payment was due and no interest will accrue on the amount so payable for the period from and after such Interest Payment Date or the Maturity Date, as the case may be. "Business Day" means any day, other than a Saturday or a Sunday, on which banking institutions in The City of New York are open for business.

        Payments of principal and interest in respect of this Note will be made by wire transfer of immediately available funds in such coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts.

        Reference is made to the further provisions of this Note set forth on the reverse hereof. Such further provisions shall for all purposes have the same effect as though fully set forth at this place.

        This Note shall not be entitled to the benefits of the Indenture referred to on the reverse hereof or be valid or become obligatory for any purpose until the certificate of authentication hereon shall have been signed by the Trustee under such Indenture.

        IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed manually or by facsimile by its authorized officers.

Dated as of: August 26, 2002

DUKE REALTY LIMITED PARTNERSHIP,     as Issuer
By:	DUKE REALTY CORPORATION, as General Partner
By:	Name: Title:
By:	Name: Title:

TRUSTEE'S CERTIFICATE OF AUTHENTICATION

        This is one of the Securities of the series designated herein referred to in the within-mentioned Indenture.

BANK ONE TRUST COMPANY, N.A.     as Trustee
By:	Authorized Officer

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[REVERSE OF NOTE]

DUKE REALTY LIMITED PARTNERSHIP

5.875% Senior Notes due 2012

        This security is one of a duly authorized issue of debentures, notes, bonds, or other evidences of indebtedness of the Issuer (hereinafter called the "Securities") of the series hereinafter specified, all issued or to be issued under and pursuant to an Indenture dated as of September 19, 1995 (hereinafter called the "Indenture"), duly executed and delivered by the Issuer to Bank One Trust Company, N.A. (formerly known as The First National Bank of Chicago), as Trustee (hereinafter called the "Trustee," which term includes any successor trustee under the Indenture with respect to the series of Securities of which this Note is a part), to which the Indenture and all indentures supplemental thereto relating to this security reference is hereby made for a description of the rights, limitations of rights, obligations, duties, and immunities thereunder of the Trustee, the Issuer, and the Holders of the Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. The Securities may be issued in one or more series, which different series may be issued in various aggregate principal amounts, may mature at different times, may bear interest (if any) at different rates, may be subject to different redemption provisions (if any), and may otherwise vary as provided in the Indenture or any indenture supplemental thereto. This security is one of a series designated as the 5.875% Senior Notes due August 15, 2012 of the Issuer, limited in aggregate principal amount to $150,000,000.

        In case an Event of Default with respect to this security shall have occurred and be continuing, the principal hereof may be declared, and upon such declaration shall become, due and payable, in the manner, with the effect, and subject to the conditions provided in the Indenture.

        The Indenture contains provisions permitting the Issuer and the Trustee, with the consent of the Holders of not less than a majority of the aggregate principal amount of the Securities at the time outstanding of all series to be affected (voting as one class), evidenced as provided in the Indenture, to execute supplemental indentures adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or of any supplemental indenture or modifying in any manner the rights of the Holders of the Securities of each series; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Security so affected, (i) change the Stated Maturity of the principal of (or premium, if any, on) or any installment of principal of or interest on, any Security, or reduce the principal amount thereof or the rate or amount of interest thereon, or adversely affect any right of repayment at the option of the Holder of any Security, or change any Place of Payment where, or the currency or currencies, currency unit or units or composite currency or currencies in which, any Security or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof, or (ii) reduce the aforesaid percentage of Securities, the Holders of which are required to consent to any such supplemental indenture, or (iii) reduce the percentage of Securities, the Holders of which are required to consent to any waiver of compliance with certain provisions of the Indenture or any waiver of certain defaults thereunder. It is also provided in the Indenture that, with respect to certain defaults or Events of Default regarding the Securities of any series, the Holders of a majority in aggregate principal amount outstanding of the Securities of such series (or, in the case of certain defaults or Events of Default, all series of Securities) may on behalf of the Holders of all the Securities of such series (or all of the Securities, as the case may be) waive any such past default or Event of Default and its consequences, prior to any declaration accelerating the maturity of such Securities, or, subject to certain conditions, may rescind a declaration of acceleration and its consequences with respect to such Securities. Any such consent or waiver by the Holder of this security (unless revoked as provided in the Indenture) shall be conclusive and binding upon such Holder and upon all future Holders and owners of the security and any securities that may be issued in exchange or substitution herefor, irrespective of whether or not any notation thereof is made upon this security or such other securities.

        No reference herein to the Indenture and no provision of this security or of the Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and interest on this security in the manner, at the respective times, at the rate and in the coin or currency herein prescribed.

        This security is issuable only in registered form without coupons in denominations of $1,000 and integral multiples thereof. Securities may be exchanged for a like aggregate principal amount of securities of this series of other authorized denominations at the office or agency of the Issuer in The Borough of Manhattan, The City of

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New York, in the manner and subject to the limitations provided in the Indenture, but without the payment of any service charge except for any tax or other governmental charge imposed in connection therewith.

        Upon due presentment for registration of transfer of Securities at the office or agency of the Issuer in The Borough of Manhattan, The City of New York, one or more new Securities of the same series of authorized denominations in an equal aggregate principal amount will be issued to the transferee in exchange therefor, subject to the limitations provided in the Indenture, without charge except for any tax or other governmental charge imposed in connection therewith.

        The Issuer, the Trustee or any authorized agent of the Issuer or the Trustee may deem and treat the Person in whose name this security is registered as the absolute owner of this security (whether or not this security shall be overdue and notwithstanding any notation of ownership or other writing hereon), for the purpose of receiving payment of, or on account of, the principal hereof, and subject to the provisions on the face hereof, interest hereon, and for all other purposes, and neither the Issuer nor the Trustee nor any authorized agent of the Issuer or the Trustee shall be affected by any notice to the contrary.

        The Indenture and each Security shall be deemed to be a contract under the laws of the State of New York, and for all purposes shall be construed in accordance with the laws of such state, except as may otherwise be required by mandatory provisions of law.

        Capitalized terms used herein which are not otherwise defined shall have the respective meanings assigned to them in the Indenture and all indentures supplemental thereto relating to this security.

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Exhibit 4

RECITALS
ARTICLE ONE Definitions, Creation, Form and Terms and Conditions of the Debt Securities
ARTICLE TWO Trustee
ARTICLE THREE Miscellaneous Provisions
TRUSTEE'S CERTIFICATE OF AUTHENTICATION

EX-5

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Exhibit 5

BOSE McKINNEY & EVANS LLP
2700 First Indiana Plaza
135 North Pennsylvania Street
Indianapolis, Indiana 46240
(317) 684-5000

August 23, 2002

Duke Realty Limited Partnership
600 East 96th Street, Suite 100
Indianapolis, Indiana 46240

Dear Sirs:

        We are acting as counsel to Duke Realty Limited Partnership, an Indiana limited Partnership (the "Partnership"), in connection with the shelf registration by the Partnership of debt securities of the Partnership pursuant to a Registration Statement, file no. 333-37920 (the "Registration Statement"), on Form S-3 under the Securities Act of 1933, as amended. The Partnership has filed a prospectus supplement (the "Prospectus Supplement") relating to the offering of up to $150,000,000 in aggregate principal amount of 5.875% Senior Notes due 2012 (the "Notes"). This opinion letter is supplemental to the opinion letter filed as Exhibit 5 to the Registration Statement, as amended.

        We have examined photostatic copies of the Second Amended and Restated Articles of Incorporation, as amended, and Second Amended and Restated Bylaws, as amended, of Duke Realty Corporation, the sole general partner of the Partnership (the "Company"), and of the Partnership's Second Amended and Restated Agreement of Limited Partnership, as amended, the indenture and supplemental indenture pursuant to which the Notes are to be issued (together, the "Indenture") and such other documents and instruments as we have deemed necessary to enable us to render the opinion set forth below. We have assumed the conformity to the originals of all documents submitted to us as conformed or photostatic copies, the authenticity of the originals of such documents, and the genuineness of all signatures appearing thereon. As to various questions of fact material to our opinions, we have relied upon certificates of, or communications with, officers of the Company as general partner of the Partnership, including but not limited to a certificate of the Assistant Secretary of the Company rendered in connection with the closing of the sale of the Notes as to action taken by or on behalf of the Board of Directors of the Company.

        Based upon and subject to the foregoing, it is our opinion that:

(1)

The issuance of the Notes has been duly authorized by the Company as general partner of the Partnership.



(2)

When (a) the applicable provisions of the Securities Act of 1933 and such state "blue sky" or securities laws as may be applicable have been complied with and (b) the Notes have been issued and delivered for value as contemplated in the Registration Statement and duly authenticated by the trustee under the Indenture, the Notes will be duly and validly issued and will constitute legal, valid and binding obligations of the Partnership, enforceable against the Partnership in accordance with their terms, except insofar as enforceability thereof may be limited by usury, bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally or general principles of equity.

Duke Realty Limited Partnership
August 23, 2002
Page 2

        We do not hold ourselves out as being conversant with the laws of any jurisdiction other than the federal laws of the United States and the laws of the State of Indiana and, therefore, this opinion is limited to the laws of those jurisdictions.

        No person or entity other than you may rely or claim reliance upon this opinion. This opinion is limited to the matters stated herein and no opinion is implied or may be inferred beyond the matters expressly stated.

        We consent to the filing of this opinion as an exhibit to the Registration Statement.

Very truly yours,

/s/ Bose McKinney & Evans LLP

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Exhibit 5