8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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):  March 9, 2006

DUKE REALTY LIMITED PARTNERSHIP

(Exact name of registrant specified in its charter)

Indiana	0-20625	35-1898425
(State of	(Commission	(IRS Employer
Formation)	File Number)	Identification No.)

600 East 96th Street

Suite 100

Indianapolis, IN 46240

(Address of principal executive offices, zip code)

Registrant’s telephone number, including area code: (317) 808-6000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01.              Entry into a Material Definitive Agreement.

On March 9, 2006, Duke Realty Limited Partnership, an Indiana limited partnership (the “Partnership”), and Duke Realty Corporation, an Indiana corporation that is the sole general partner of the Partnership (the “Company”), entered into a Terms Agreement (including the related Underwriting Agreement, dated as of January 5, 2006, attached as Annex A thereto and made a part thereof, the “Terms Agreement”) with Deutsche Bank Securities Inc. (“Deutsche Bank”), pursuant to which Deutsche Bank agreed to purchase $25 million aggregate principal amount of the Partnership’s 5.5% Senior Notes due 2016 (the “Notes”). The Notes form part of the series of notes that the Partnership originally issued on March 1, 2006 in an aggregate principal amount of $125 million. Following the Partnership’s offering of the Notes, there will be $150 million aggregate principal amount of notes of this series outstanding. The Notes were registered with the Securities and Exchange Commission (the “Commission”) pursuant to the Partnership’s registration statement on Form S-3 (Registration Statement No. 333-120492) (as may be amended, the “Registration Statement”), under the Securities Act of 1933, as amended.

On March 14, 2006, the Partnership completed the issuance of the Notes. The Notes were issued under the Indenture, dated as of September 19, 1995 (the “Indenture”), as supplemented by the Nineteenth Supplemental Indenture, dated as of March 1, 2006 (the “Supplemental Indenture”), by and between the Partnership and J.P. Morgan Trust Company, National Association (successor in interest to Bank One Trust Company, N.A.). The Indenture previously was filed with the Commission on September 22, 1995 as Exhibit 4.1 to the Company’s Current Report on Form 8-K, and the Supplemental Indenture previously was filed with the Commission on March 3, 2006 as Exhibit 4.1 to the Partnership’s Current Report on Form 8-K.

Pursuant to General Instruction F to the Commission’s Form 8-K, a copy of the Terms Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K (this “Report”), and the information in the Terms Agreement is incorporated into this Item 1.01 by this reference.

Item 9.01.              Financial Statements and Other Exhibits

This Report is incorporated by reference into the Registration Statement, and, as such, the Partnership is filing the exhibits to this Report to cause them to be incorporated by reference into the Registration Statement as exhibits thereto.   By filing this Report, and the exhibits hereto, however, the Partnership does not believe that any of the information set forth herein or in the exhibits hereto represent, either individually or in the aggregate, a “fundamental change” (as such term is used in Item 512(a)(1)(ii) of the Commission’s Regulation S-K) in the information set forth in, and incorporated by reference into, the Registration Statement.

Exhibit Number	Description
1.1	Terms Agreement, dated as of March 9, 2006 (including the related Underwriting Agreement, dated as of January 5, 2006, attached as Annex A thereto and made a part thereof, which Underwriting Agreement is incorporated by reference herein from

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	Exhibit 1.1 to the Current Report on Form 8-K filed by Duke Realty Limited Partnership with the Securities and Exchange Commission on January 31, 2006), by and among Duke Realty Limited Partnership, Duke Realty Corporation and Deutsche Bank Securities Inc.
5.1	Legality opinion of Alston & Bird LLP.
8.1	Tax opinion of Alston & Bird LLP.
23.1	Consent of Alston & Bird LLP (included in Exhibit 5.1).
23.2	Consent of Alston & Bird LLP (included in Exhibit 8.1).
99.1	Other Expenses of Issuance and Distribution (as required by Item 14 of Part II of Form S-3).

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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 thereunto duly authorized.

	DUKE REALTY LIMITED PARTNERSHIP
	By:	Duke Realty Corporation, its sole general partner
		By:		/s/ Howard L. Feinsand
			Name:		Howard L. Feinsand
			Title:		Executive Vice President, General Counsel and Secretary
Date: March 14, 2006

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EX-1.1

Exhibit 1.1

DUKE REALTY CORPORATION

(an Indiana Corporation)

DUKE REALTY LIMITED PARTNERSHIP

(an Indiana Limited Partnership)

5.5% Senior Notes Due 2016

TERMS AGREEMENT

Dated: As of March 9, 2006

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

Attention:  Mr. Dennis D. Oklak

Ladies and Gentlemen:

We (the “Underwriter”) understand that Duke Realty Limited Partnership, an Indiana limited partnership (the “Operating Partnership”), proposes to issue and sell $25,000,000 aggregate principal amount of its 5.5% Senior Notes Due 2016 (the “Underwritten Securities,” as such term is used in the Underwriting Agreement referred to below). Subject to the terms and conditions set forth or incorporated by reference herein, the Underwriter offers to purchase the Underwritten Securities at the purchase price set forth below.

Underwriter	Principal Amount  Of  Underwritten Securities
Deutsche Bank Securities Inc	$	25,000,000
Total:	$	25,000,000

The Underwritten Securities shall have the following terms:

Title of securities:  5.5% Senior Notes Due 2016.

Currency:  U.S. Dollars.

Principal amount to be issued:  $25,000,000.

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

Interest rate:  5.5% per annum.

Interest payment dates:  March 1 and September 1, beginning September 1, 2006.

Stated maturity date:  March 1, 2016.

Redemption or repayment provisions:  The Underwritten Securities shall be redeemable by the Operating Partnership, in whole or in part, at any time at a redemption price equal to the principal amount of the Underwritten Securities being redeemed plus the Make-Whole Amount, on the terms set forth in the Indenture, dated as of September 19, 1995 (the “Base Indenture”), between the Operating Partnership and J.P. Morgan Trust Company, N.A. (successor in interest to Bank One Trust Company, N.A.), as successor trustee (the “Trustee”) and the Nineteenth Supplemental Indenture, dated as of March 1, 2006 between the Operating Partnership and the Trustee (the “Supplemental Indenture” and together with the Base Indenture, the “Indenture” with respect to the Underwritten Securities contemplated by the Underwriting Agreement).

Delayed Delivery Contracts: Not authorized.

Initial public offering price:  At variable prices to be determined in one or more negotiated transactions.

Purchase price:  Solely for purposes of the offering of the Underwritten Securities, Section 2(b) of the Underwriting Agreement shall be amended and restated in its entirety as follows:

(b)           The price to be paid by the Underwriter for the Underwritten Securities is 97.254% of the principal amount of the Underwritten Securities, plus accrued interest from March 1, 2006 to the date of delivery. Accordingly, the obligation of the Underwriter to purchase and pay for the Underwritten Securities shall be satisfied through the delivery to the Operating Partnership of $24,363,153 in cash (the “Cash Consideration”). The Underwriter shall deliver such Cash Consideration to the Operating Partnership in exchange for, and against delivery of, the Underwritten Securities. Such deliveries shall be made at the offices of Clifford Chance US LLP, 31 West 52^nd Street, New York, New York 10019, or at such other place as shall be agreed upon by the Underwriter and the Operating Partnership, at 9:30 a.m. (Eastern time) on the third business day after the date hereof (unless postponed in accordance with the

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provisions of this Agreement), or such other time not later than ten business days after such date as shall be agreed upon by the Underwriter and the Operating Partnership (such time and date being herein called “Closing Time”).

The payment for the Cash Consideration of the Underwritten Securities shall be made to the Operating Partnership by wire transfer of immediately available funds to a bank account designated by the Operating Partnership.

Other terms:  The Underwritten Securities shall be in the form of Exhibit A to the Supplemental Indenture.

Underwriting Agreement:  Except as expressly provided herein, all the provisions contained in the document attached as Annex A hereto entitled “Duke Realty Corporation and Duke Realty Limited Partnership — Common Stock, Preferred Stock, Depositary Shares and Debt Securities -  Underwriting Agreement”, dated January 5, 2006, 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. Notices to the Underwriter shall be directed to Deutsche Bank Securities Inc., 60 Wall Street, New York, NY 10005, Attention: Keith DeLeon.

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Please accept this offer no later than 5 o’clock P.M. (New York City time) on March 10, 2006 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/ Erich Mauff
	Name: Erich Mauff
	Title: Managing Director
	Dated: As of March 9, 2006
By:	/s/ Peter Burger
	Name: Peter Burger
	Title: Director
	Dated: As of March 9, 2006

Accepted:
DUKE REALTY CORPORATION
By:	/s/ Howard L. Feinsand
	Name: Howard L. Feinsand
	Title: Executive Vice President, General Counsel and Secretary
	Dated: As of March 9, 2006
DUKE REALTY LIMITED PARTNERSHIP
By:	DUKE REALTY CORPORATION,
	its sole General Partner
	By:	/s/ Howard L. Feinsand
		Name: Howard L. Feinsand
		Title: Executive Vice President, General Counsel and Secretary
		Dated: As of March 9, 2006

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EX-5.1

Exhibit 5.1

ALSTON&BIRD LLP

One Atlantic Center

1201 West Peachtree Street

Atlanta, GA 30309-3424

404-881-7000

Fax: 404-881-7777

www.alston.com

March 14, 2006

Duke Realty Limited Partnership

600 East 96th Street, Suite 100

Indianapolis, IN  46240

Re: Duke Realty Limited Partnership – Registration Statement on Form S-3 (Registration Statement No. 333-120492), filed with the Securities and Exchange Commission on November 15, 2004

Ladies and Gentlemen:

We have acted as counsel to Duke Realty Corporation, an Indiana corporation (the “Company”), and Duke Realty Limited Partnership, an Indiana limited partnership (the “Operating Partnership,” and, together with the Company, the “Duke Entities”), in connection with the Duke Entities’ filing of the above referenced shelf registration statement (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”). We are furnishing this opinion letter to you pursuant to Item 16 of the Commission’s Form S-3 and Item 601(b)(5) of the Commission’s Regulation S-K, in connection with the Operating Partnership’s issuance of $25 million in aggregate principal amount of 5.5% Senior Notes Due 2016 (the “Notes”), pursuant to the Company’s prospectus, dated December 14, 2004 (the “Prospectus”), included in the Registration Statement, and the related prospectus supplement, dated March 9, 2006 (the “Prospectus Supplement”). The Notes are to be issued under the Nineteenth Supplemental Indenture, dated as of March 1, 2006 (the “Supplemental Indenture”), to the original Indenture, dated as of September 19, 1995 (as supplemented by the Supplemental Indenture, the “Indenture”), by and between the Operating Partnership and J.P. Morgan Trust Company, National Association (successor in interest to Bank One Trust Company, N.A.), as trustee (the “Trustee”). The Notes are being issued and sold to Deutsche Bank Securities Inc. (the “Underwriter”) pursuant to the Terms Agreement, dated as of March 9, 2006 (including the terms of the related Underwriting Agreement attached as Annex A thereto and made a part thereof, the “Terms Agreement”), by and among the Operating Partnership, the Company and the Underwriter. The Terms Agreement, the Indenture and the Notes collectively are referred to herein as the “Transaction Documents.”

3201 Beechleaf Court, Suite 600
Raleigh, NC 27604-1062
919-862-2200
Fax: 919-862-2260 Bank of America Plaza
101 South Tryon Street, Suite 4000
Charlotte, NC 28280-4000 704-444-1000
Fax: 704-444-1111 90 Park Avenue
New York, NY 10016
212-210-9400
Fax: 212-210-9444 601 Pennsylvania Avenue, N.W.
North Building, 10^th Floor
Washington, DC 20004-2601
202-756-3300
Fax: 202-756-3333

In the capacity described above, we have considered such matters of law and of fact, including the examination of originals or copies, certified or otherwise identified to our satisfaction, of such records and documents of the Duke Entities, including, without limitation, resolutions adopted by the boards of directors or other governing bodies or controlling entities of the Duke Entities and the organizational documents of the Duke Entities, certificates of officers and representatives (who, in our judgment, are likely to know the facts upon which the opinion or confirmation will be based) of the Duke Entities, certificates of public officials and such other documents as we have deemed appropriate as a basis for the opinions hereinafter set forth. We also have made such further legal and factual examinations and investigations as we deemed necessary for purposes of expressing the opinion set forth herein.

As to certain factual matters relevant to this opinion letter, we have relied upon the representations and warranties made in the agreements and other documents entered into by the Duke Entities in connection with the issuance of the Notes, including, without limitation, the Transaction Documents, certificates and statements of responsible officers of the Duke Entities, and certificates of public officials. Except to the extent expressly set forth herein, we have made no independent investigations with regard thereto, and, accordingly, we do not express any opinion or belief as to matters that might have been disclosed by independent verification.

In our examination of the relevant documents, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the accuracy and completeness of all documents submitted to us, the authenticity of all original documents and the conformity to authentic original documents of all documents submitted to us as copies (including telecopies). This opinion letter is given, and all statements herein are made, in the context of the foregoing.

Our opinion set forth below is limited to the laws of the State of New York that, in our professional judgment, are normally applicable to transactions of the type contemplated by the Transaction Documents, and we do not express any opinion herein concerning any other laws.

Based upon the foregoing, and subject, in all respects, to the assumptions, qualifications and limitations set forth in this opinion letter, it is our opinion that, upon due execution of the Notes by the Operating Partnership, due authentication thereof by the Trustee in accordance with the Indenture and issuance and delivery thereof against payment therefor as provided in the Terms Agreement, the Notes will be validly issued and will constitute legally binding obligations of the Operating Partnership entitled to the benefits of the Indenture, except to the extent that (a) enforceability may be limited by applicable bankruptcy, insolvency, liquidation, reorganization, moratorium and other laws relating to or affecting the rights and remedies of creditors generally, and (b) the remedy of specific performance and other forms of equitable relief may be subject to certain defenses and to the discretion of the court before which proceedings may be

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brought (regardless of whether enforceability is considered in a proceeding in equity or at law).

This opinion letter is provided for use solely in connection with the transactions contemplated by the Registration Statement, the Prospectus and the Prospectus Supplement and may not be used, circulated, quoted or otherwise relied upon for any other purpose without our prior express written consent. The only opinion rendered by us consists of those matters set forth in the sixth paragraph hereof, and no opinion may be implied or inferred beyond the opinion expressly stated. Our opinion expressed herein is as of the date hereof, and we undertake no obligation to advise you of any changes in applicable law or any other matters that may come to our attention after the date hereof that may affect our opinion expressed herein.

We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement, and to the reference to this law firm under the caption “Legal Matters” in the Prospectus Supplement constituting a part of the Registration Statement. In giving this consent, we do not thereby admit that we are an “expert” within the meaning of the Act.

Sincerely,
ALSTON & BIRD LLP
By:	/s/ Mark C. Kanaly
	Mark C. Kanaly
	A Partner

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EX-8.1

Exhibit 8.1

ALSTON&BIRD LLP

601 Pennsylvania Avenue, N.W.

North Building, 10^th Floor

Washington, DC 20004-2601

202-756-3300

Fax: 202-756-3333

www.alston.com

March 14, 2006

Duke Realty Corporation

600 East 96^th Street, Suite 100

Indianapolis, IN 46240

Re:	Duke Realty Limited Partnership
	$25 Million 5.5% Senior Notes Due 2016

Ladies and Gentlemen:

We are acting as counsel to Duke Realty Corporation, an Indiana corporation (the “Company”), and Duke Realty Limited Partnership, an Indiana limited partnership (the “Operating Partnership”), in connection with the Prospectus Supplement, dated March 9, 2006 (collectively, the Prospectus Supplement and the Prospectus, dated December 14, 2004 are referred to herein as the “Prospectus”) filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), relating to the offer and sale of the Operating Partnership’s 5.5% Senior Notes Due 2016. The Prospectus is part of the Company’s and the Operating Partnership’s Registration Statement on Form S-3 (Registration No. 333-120492), which was originally filed with the Commission on November 15, 2004 (as amended and supplemented from time to time). This opinion letter is rendered pursuant to Item 16 of Form S-3 and Item 601(b)(8) of Regulation S-K.

You have requested our opinion as to (i) the qualification of the Company as a real estate investment trust (“REIT”) under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the “Code”) and (ii) the accuracy of the discussion of US federal income tax considerations contained under the caption “Federal Income Tax Considerations” in the Prospectus.

In connection with this opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, of the Prospectus and other documentation and information provided by you. In addition, you have provided us with, and we are relying upon, a certificate containing certain factual representations and covenants of officers of the Company (the “Officer’s Certificate”) relating to, among other things, the actual and proposed operations of the Company and the entities in which it holds direct or indirect

3201 Beechleaf Court, Suite 600 
Raleigh, NC 27604-1062 
919-862-2200 
Fax: 919-862-2260 Bank of America Plaza
101 South Tryon Street, Suite 4000
Charlotte, NC 28280-4000 704-444-1000
Fax: 704-444-1111 90 Park Avenue
New York, NY 10016
212-210-9400
Fax: 212-210-9444 One Atlantic Center
1201 West Peachtree Street
Atlanta, GA 30309-3424
404-881-7000
Fax: 404-881-7777

interests. For purposes of our opinion, we have not made an independent investigation of the facts, representations and covenants set forth in the Officer’s Certificate, the Prospectus, or in any other document. In particular, we note that the Company may engage in transactions in connection with which we have not provided legal advice, and have not reviewed, and of which we may be unaware. Without limiting the foregoing, we have not undertaken to review the REIT status of Weeks Corporation at the time of its merger into the Company in 1999. Instead, we have, with your consent, assumed, and relied on your representations, that the information presented in the Officer’s Certificate and the Prospectus accurately and completely describe all material facts relevant to our opinion. We have assumed that such statements, representations and covenants are true without regard to any qualification as to knowledge or belief. Our opinion is conditioned on the continuing accuracy and completeness of such statements, representations and covenants. Any material change or inaccuracy in the facts referred to, set forth, or assumed herein or in the Officer’s Certificate may affect our conclusions set forth herein.

In rendering the opinion set forth herein, we have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures thereon, the legal capacity of natural persons executing such documents and the conformity to authentic original documents of all documents submitted to us as copies.

Based on the foregoing, we are of the opinion that:

(i)Commencing with its taxable year ended December 31, 1999, the Company has been organized, and has operated, in conformity with the requirements for qualification and taxation of the Company as a REIT under the Code, and the present and proposed method of operation (as described in the Prospectus and the Officer’s Certificate) of the Company will permit the Company to continue to so qualify.

(ii)The statements in the Prospectus under the caption “Federal Income Tax Considerations,” to the extent that they describe matters of law or legal conclusions, are correct in all material respects.

The Company’s qualification as a REIT depends on the Company’s ongoing satisfaction of the various requirements under the Code and described in the Prospectus under the caption “Federal Income Tax Considerations” relating to, among other things, the nature of the Company’s gross income, the composition of the Company’s assets, the level of distributions to the Company’s shareholders, and the diversity of the Company’s ownership.  Alston & Bird LLP will not review the Company’s compliance with these requirements on a continuing basis.  No assurances can be given that the Company will satisfy these requirements.

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An opinion of counsel merely represents counsel’s best judgment with respect to the probable outcome on the merits and is not binding on the Internal Revenue Service or the courts.  There can be no assurance that positions contrary to our opinion will not be taken by the Internal Revenue Service or that a court considering the issues would not hold contrary to such opinion.

The opinions expressed herein are given as of the date hereof and are based upon the Code, the Treasury regulations promulgated thereunder, current administrative positions of the Internal Revenue Service, and existing judicial decisions, any of which could be changed at any time, possibly on a retroactive basis.  Any such changes could adversely affect the opinions rendered herein.  In addition, as noted above, our opinions are based solely on the documents that we have examined and the representations that have been made to us, and cannot be relied upon if any of the facts contained in such documents or in such additional information is, or later becomes, inaccurate or if any of the representations made to us is, or later becomes, inaccurate.  Finally, our opinion is limited to the US federal income tax matters specifically covered herein, and we have not opined on any other tax consequences to the Company or any other person, and we express no opinion with respect to other federal laws, the laws of any other jurisdiction, the laws of any state or as to any matters of municipal law or the laws of any other local agencies within any state.

No opinion other than that expressly contained herein may be inferred or implied.  We have no obligation to update this opinion.

We hereby consent to the filing of this opinion letter as Exhibit 8 to the Registration Statement and to the reference to this firm under the caption “Legal Matters” in the Prospectus constituting a part of the Registration Statement.  In giving this consent, we do not thereby admit that we are an “expert” within the meaning of the Act.

	Very truly yours,
	ALSTON & BIRD LLP
	By:	/s/ James E. Croker, Jr.
		James E. Croker, Jr., Partner
JEC:dmm

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EX-99.1

Exhibit 99.1

The estimated expenses incurred by Duke Realty Limited Partnership in connection with its issuance and distribution of the 5.5% Senior Notes Due 2016 (the “Notes”) are set forth in the following table:

SEC Registration Fee*	$	2,717
Rating Agencies’ Fees	$	32,000
Printing and Engraving Costs	$	2,500
Legal Fees and Expenses	$	7,500
Accounting Fees and Expenses	$	2,500
Blue Sky Fees and Expenses	$	500
Trustee Fees	$	1,000
Miscellaneous	$	1,283
Total	$	50,000

*On November 15, 2004, Duke Realty Corporation (the “Company”) and Duke Realty Limited Partnership (the “Operating Partnership”) filed with the Securities and Exchange Commission (the “Commission”) a Registration Statement (the “Registration Statement”) on Form S-3 for the registration of $1,050,000,000 of various securities, including (i) up to $300,000,000 of common stock, preferred stock and depositary shares of Duke Realty Corporation, and (ii) up to $750,000,000 of debt securities of Duke Realty Limited Partnership. In connection with the filing of such Registration Statement, the Company paid a total filing fee (including the application of funds previously paid to the Commission in connection with unissued securities under a previously filed registration statement) of $117,207, $35,692 of which is attributable to securities of Duke Realty Corporation, and $81,515 of which is attributable to securities of Duke Realty Limited Partnership. Because the Notes were issued pursuant to the Registration Statement, the amount set forth represents the amount of the total registration fee properly allocable to the registration of the Notes.