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): August 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 August 24, 2006, Duke Realty Limited Partnership (the “Operating Partnership”), a limited partnership of which Duke Realty Corporation (the “Company”) is the sole general partner, completed the issuance and sale of $250,000,000 aggregate principal amount of its 5.625% Senior Notes Due 2011 (the “2011 Notes”) and $450,000,000 aggregate principal amount of its 5.95% Senior Notes due 2017 (the “2017 Notes,” and, together with the 2011 Notes, the “Notes”). The 2011 Notes were issued under the Indenture, dated as of July 28, 2006 (the “Indenture”), as supplemented by the First Supplemental Indenture, dated as of August 24, 2006 (the “First Supplemental Indenture”), by and between the Operating Partnership and J.P. Morgan Trust Company, National Association, as Trustee. The 2017 Notes were issued under the Indenture, as supplemented by the Second Supplemental Indenture, dated as of August 24, 2006 (the “Second Supplemental Indenture,” and, together with the First Supplemental Indenture, the “Supplemental Indentures”), by and between the Operating Partnership and J.P. Morgan Trust Company, National Association, as Trustee.

The Notes were registered with the Securities and Exchange Commission (the “Commission”) pursuant to the Operating Partnership’s automatic shelf registration statement on Form S-3 (Registration Statement No. 333-136173-01) (as the same may be amended and/or supplemented, the “Registration Statement”), under the Securities Act of 1933, as amended (the “Act”).

The Indenture previously was filed with the Commission on July 31, 2006, as Exhibit 4.1 to the Registration Statement. A conformed copy of the First Supplemental Indenture filed as Exhibit 4.1 to this Current Report on Form 8-K (this “Report”), and a conformed copy of the Second Supplemental Indenture is filed as Exhibit 4.2 to this Report. Pursuant to General Instruction F to the Commission’s Form 8-K, the information contained in the Indenture and the Supplemental Indentures is incorporated into this Item 1.01 by this reference. The above descriptions of the terms of the Indenture and the Supplemental Indentures are each qualified in their entirety by reference to the previously filed Indenture and the conformed copies of the Supplemental Indentures incorporated by reference into this Report.

The material terms of the Notes are described in the Operating Partnership’s prospectus supplement, dated August 17, 2006, as filed with the Commission on August 22, 2006, pursuant to Rule 424(b)(5) of the Act, which relates to the offer and sale of the Notes and supplements the Operating Partnership’s prospectus, dated July 31, 2006, contained in the Registration Statement.

Item 9.01. Financial Statements and Other Exhibits

This Report is incorporated by reference into the Registration Statement, and, as such, the Operating 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 Operating 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

4.1		First Supplemental Indenture, dated as of August 24, 2006, by and between Duke Realty Limited Partnership and J.P. Morgan Trust Company, National Association, including the form of global note evidencing the 5.625% Senior Notes Due 2011.

4.2		Second Supplemental Indenture, dated as of August 24, 2006, by and between Duke Realty Limited Partnership and J.P. Morgan Trust Company, National Association, including the form of global note evidencing the 5.95% Senior Notes Due 2017.

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).

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 Corporate Secretary

Date: August 30, 2006