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):  July 24, 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 July 21, 2006, Duke Realty Limited Partnership (the “Operating Partnership”), the operating partnership through which Duke Realty Corporation (the “Company”) operates its business, completed a solicitation of consents (the “Consents”) from the holders of those series of the Operating Partnership’s outstanding notes listed in the table below (collectively, the “Notes”), to approve amendments (the “Amendments”) to certain of the financial covenants contained in the Indenture, dated as of September 19, 1995 (as amended and/or supplemented to the date hereof, the “Indenture”), by and between the Operating Partnership and J.P. Morgan Trust Company, N.A. (as successor in interest to The First National Bank of Chicago), as the trustee (the “Trustee”), governing the Notes.

	CUSIP No.	Outstanding Principal Amount		Security Description
264414AS2		$100,000,000	6.75% Notes due 2008
264414AT0		$125,000,000	6.8% Notes due 2009
26441YAC1		$150,000,000	7.75% Notes due 2009
26441YAE7		$175,000,000	5.25% Notes due 2010
26441YAD9		$175,000,000	6.95% Notes due 2011
264411AB5		$150,000,000	5.875% Notes due 2012
26441QAD6		$50,000,000	5.45% Notes due 2012
26441QAC8		$50,000,000	7.25% Notes due 2028

Following the Operating Partnership’s receipt and acceptance of sufficient Consents to approve the Amendments, the Operating Partnership entered into a Twentieth Supplemental Indenture, dated as of July 24, 2006 (the “Supplemental Indenture”), with the Trustee, to effect the Amendments.  The Amendments changed certain of the financial covenants in the Indenture to make them consistent with corresponding covenants included in each series of the Operating Partnership’s notes issued on or after May 22, 2003, and had the following effect: (i) changed the limit on Total Outstanding Debt from 55% to 60% of the Adjusted Total Assets, (ii) reduced the ratio of Consolidated Income Available for Debt Service to the Annual Service Charge from 2.0 to 1.0 to 1.5 to 1.0, and (iii) reduced in the percentage of Total Unencumbered Assets from 185% to 150% the aggregate principal amount of our Unsecured Debt.  Capitalized terms used in the immediately preceding clauses (i) through (iii) have the meanings ascribed to them in the Indenture.

The Indenture was filed with the Securities and Exchange Commission (the “Commission”) on September 22, 1995 as Exhibit 4.1 to the Company’s Current Report on Form 8-K.Pursuant to General Instruction F to the Commission’s Form 8-K, a conformed copy of the Supplemental Indenture is filed as Exhibit 4.1 to this Current Report on Form 8-K (this “Report”) and is incorporated into this Item 1.01 by this reference.  The above description of the terms of the Indenture and the Supplemental Indenture is qualified in its entirety by reference to the previously filed Indenture and the conformed copy of the Supplemental Indenture filed as Exhibit 4.1 to this Report.

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Item 9.01.              Financial Statements and Other Exhibits

This Report is incorporated by reference into the Operating Partnership’s registration statement on Form S-3 (Registration Statement No. 33-61361) (the “Registration Statement”), under the Securities Act of 1933, as amended, and, as such, the Operating Partnership is filing the exhibit to this Report to cause it to be incorporated by reference into the Registration Statement as an exhibit thereto.   By filing this Report, and the exhibit hereto, however, the Operating Partnership does not believe that any of the information set forth herein or in the exhibit hereto represents, 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
4.1	Twentieth Supplemental Indenture, dated as of July 24, 2006, by and between Duke Realty Limited Partnership and J.P. Morgan Trust Company, National Association (successor in interest to The First National Bank of Chicago).

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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/ Matthew A. Cohoat
		Name:	Matthew A. Cohoat
		Title:	Executive Vice President and Chief Financial Officer

Date:  July 27, 2006

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EX-4.1

Exhibit 4.1

DUKE REALTY LIMITED PARTNERSHIP
ISSUER

TO

J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION
TRUSTEE

TWENTIETH SUPPLEMENTAL INDENTURE

DATED AS OF JULY 24, 2006

SUPPLEMENT TO INDENTURE,
DATED AS OF SEPTEMBER 19, 1995, BETWEEN
DUKE REALTY LIMITED PARTNERSHIP AND
J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION
(successor in interest to The First National Bank of Chicago)

TWENTIETH SUPPLEMENTAL INDENTURE, dated as of July 24, 2006 (this “Twentieth Supplemental Indenture”), between DUKE REALTY LIMITED PARTNERSHIP, an Indiana limited partnership (the “Issuer”), having its principal offices at 600 East 96th Street, Suite 100, Indianapolis, IN  46240 and J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION (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 227 W. Monroe Street, Suite 2600, Chicago, Illinois  60606.

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, Section 902 of the Original Indenture provides that the Issuer and the Trustee, to the extent authorized thereby, may enter into a supplemental indenture for the purpose of changing any of the provisions of the Original Indenture with the consent of the Holders of not less than a majority in principal amount of all Outstanding Securities affected by such supplemental indenture;

WHEREAS, the Issuer intends by this Twentieth Supplemental Indenture to amend the Original Indenture, as it relates to the Amended Securities (as defined below),  to modify certain financial covenants contained in Sections 1004 and 1005 of the Original Indenture (the “Proposed Amendments”) to make them consistent with corresponding terms included in each series of notes issued by the Issuer under the Original Indenture on or after May 22, 2003;

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 Proposed Amendments; and

WHEREAS, the Issuer hereby certifies to the Trustee that the holders of not less than a majority in aggregate principal amount of the 6.75% Notes due 2008, the 6.8% Notes due 2009, the 7.75% Notes due 2009, the 5.25% Notes due 2010, the 6.95% Notes due 2011, the 5.875% Notes due 2012, the 5.45% Notes due 2012 and the 7.25% Notes due 2028 (collectively, the “Amended Securities”), voting together as one class, have approved the Proposed Amendments and consented to the execution and delivery of the Twentieth Supplemental Indenture, and all other actions required to be taken under the Original Indenture with respect to this Twentieth Supplemental Indenture have been taken.

NOW, THEREFORE, IT IS AGREED:

ARTICLE ONE
Definitions

SECTION 1.01  Definitions.  Capitalized terms used in this Twentieth Supplemental Indenture and not otherwise defined herein shall have the meanings ascribed to them in the

Original Indenture.

ARTICLE TWO
Amendments

SECTION 2.01.  The following section will replace Sections 1004(a) and (b) of the Original Indenture in its entirety:

Section 1004.  Limitations on Incurrence of Debt.  (a)  The Issuer will not, and will not permit any Subsidiary to, incur any Debt, other than intercompany Debt (representing Debt to which the only parties are the General Partner, the Issuer and/or any of their Subsidiaries (but only so long as such Debt is held solely by any of the General Partner, the Issuer and any Subsidiary) that is subordinate in right of payment to the Securities) if, immediately after giving effect to the incurrence of such additional Debt, the aggregate principal amount of all outstanding Debt of the Issuer and its Subsidiaries on a consolidated basis determined in accordance with GAAP is greater than 60% of the sum of (i) the Total Assets as of the end of the calendar quarter covered in the Issuer’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Commission (or, if such filing is not permitted under the Exchange Act, with the Trustee) prior to the incurrence of such additional Debt and (ii) any increase in the Total Assets since the end of such quarter including, without limitation, any increase in Total Assets resulting from the incurrence of such additional Debt (such increase together with the Total Assets being referred to as the “Adjusted Total Assets”);

(b)           In addition to the limitation set forth in subsection (a) of this Section 1004, the Issuer will not, and will not permit any Subsidiary to, incur any Debt if, for the period consisting of the four consecutive fiscal quarters most recently ended prior to the date on which such additional Debt is to be incurred, the ratio of Consolidated Income Available for Debt Service to the Annual Service Charge shall have been less than 1.5 to 1, on a pro forma basis after giving effect to the incurrence of such Debt and to the application of the proceeds therefrom, and calculated on the assumption that (i) such Debt and any other Debt incurred by the Issuer or its Subsidiaries since the first day of such four-quarter period and the application of the proceeds therefrom, including to refinance other Debt, had occurred at the beginning of such period, (ii) the repayment or retirement of any other Debt by the Issuer or its Subsidiaries since the first day of such four-quarter period had been incurred, repaid or retained at the beginning of such period (except that, in making such computation, the amount of Debt under any revolving credit facility shall be computed based upon the average daily balance of such Debt during such period), (iii) any income earned as a result of any increase in Adjusted Total Assets since the end of such four quarter period had been earned, on an annualized basis, for such period, and (iv) in the case of any acquisition or disposition by the Issuer or any Subsidiary of any asset or group of assets since the first day of such four-quarter period, including, without limitation, by merger, stock purchase or sale, or asset purchase or sale, such acquisition or disposition or any related repayment of Debt had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition or disposition being included in such pro forma calculation.

SECTION 2.02.  The following section will replace Section 1005 of the Original Indenture in its entirety:

Section 1005.  Maintenance of Total Unencumbered Assets.  The Issuer will maintain Total Unencumbered Assets of not less than 150% of the aggregate outstanding principal amount of the Unsecured Debt of the Issuer.

ARTICLE THREE
Trustee

SECTION 3.01.  Trustee.  The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Twentieth 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.  All of the provisions contained in the Indenture in respect of the rights, privileges, immunities, powers, and duties of the Trustee shall be applicable in respect of the Twentieth Supplemental Indenture as fully and with like force and effect as though fully set forth in full herein.

ARTICLE FOUR
Miscellaneous Provisions

SECTION 4.01.  Ratification of Original Indenture.  This Twentieth 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 Twentieth Supplemental Indenture shall be read, taken and construed as one and the same instrument.  Notwithstanding anything herein to the contrary, to the extent that any provision of this Twentieth Supplemental Indenture is inconsistent with any provision of the Original Indenture, the terms of this Twentieth Supplemental Indenture shall govern and apply to the Amended Securities.

SECTION 4.02.  Effect of Headings.  The Article and Section headings herein are for convenience only and shall not affect the construction hereof.

SECTION 4.03.  Successors and Assigns.  All covenants and agreements in this Twentieth Supplemental Indenture by the Issuer shall bind its successors and assigns, whether or not so expressed.

SECTION 4.04.  Separability Clause.  In case any one or more of the provisions contained in this Twentieth 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 4.05.  Governing Law.  This Twentieth Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York.  This Twentieth Supplemental Indenture is subject to the provisions of the Trust Indenture Act of 1939, as amended, that are required to be part of this Twentieth Supplemental Indenture and shall, to the extent applicable, be governed by such provisions.

SECTION 4.06.  Counterparts.  This Twentieth Supplemental Indenture may be executed in any number of counterparts, by facsimile or otherwise, 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.

[Signatures on following page(s).]

[Signature page to Twentieth Supplemental Indenture]

IN WITNESS WHEREOF, the parties hereto have caused this Twentieth Supplemental Indenture to be duly executed, and the Issuer has caused its corporate seal 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/ Matthew A Cohoat
	Name:	Matthew A. Cohoat
	Title:	Executive Vice President &
		Chief Financial Officer

Attest:

/s/ Howard L. Feinsand
Name:	Howard L. Feinsand
Title:	Executive Vice President,
	General Counsel & Secretary

J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION,
as Trustee
By:	/s/ Janice Ott Rotunno
	Name:	Janice Ott Rotunno
	Title:	Vice President

Attest:

/s/ Christopher Holly
Name:	Christopher Holly
Title:	Assistant Secretary