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):  November 15, 2006

DUKE REALTY LIMITED PARTNERSHIP

(Exact name of registrant as specified in its charter)

Indiana	0-20625	35-1898425
(State or Other Jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	Identification No.)
600 East 96th Street, Suite 100, Indianapolis, Indiana		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:

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

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

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

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

Item 7.01.  Regulation FD Disclosure.

On November 16, 2006, members from management of Duke Realty Corporation (the “Company”), the sole General Partner of Duke Realty Limited Partnership (the “Operating Partnership”), will deliver a presentation (the “Presentation Materials”) to certain analysts and investors in connection with the transactions described in Item 8.01 of this Current Report on Form 8-K. All of the Company’s operations are conducted through the Operating Partnership and its subsidiaries. Pursuant to General Instruction F to Form 8-K, a copy of the Presentation Materials is attached hereto as Exhibit 99.1 and is incorporated into this Item 7.01 by this reference.

Cautionary Notice Regarding Forward-Looking Statements

Certain statements and information contained in the Presentation Materials constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. The words “believe,” “estimate,” “expect,” “anticipate,” “intend,” “plan,” “seek” and similar expressions or statements regarding future periods, as well as information and projections provided in respect of future periods, are intended to identify these forward-looking statements and forward-looking information. These forward-looking statements involve known and unknown risks, uncertainties and other important factors that could cause the Company’s actual results, performance or achievements, or industry results, to differ materially from any predictions of future results, performance or achievements that the Company expresses or implies in this report. These risks, uncertainties and other important factors may include general factors that affect the Company’s industry and business, as well as factors specific to the particular properties and transactions discussed in the Presentation Materials. Although the Company presently believes that the plans, expectations and results expressed in or suggested by the forward-looking statements are reasonable, all forward-looking statements are inherently uncertain as they involve substantial risks and uncertainties beyond the Company’s control, as well as subjective, and inherently uncertain, analysis by the Company’s management. New factors emerge from time to time, and it is not possible for the Company to predict the nature or assess the potential impact of each new factor on the Company’s business. Given these uncertainties, the Company cautions readers not to place undue reliance on these forward-looking statements. The Company undertakes no obligation to update or revise any forward-looking statement or information for events or circumstances that arise after the statement is made.

The information contained in this Item 7.01, including the information set forth in the Presentation Materials attached hereto and incorporated by reference herein, is being “furnished” and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise. The information in this Item 7.01 shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or into any filing or other document pursuant to the Securities Exchange Act of 1934, as amended, except as otherwise expressly stated in any such filing.

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Item 8.01.  Other Events.

On November 16, 2006, the Company announced that the Operating Partnership intends to offer, subject to market and other conditions, $500 million aggregate principal amount of exchangeable senior notes due 2011 through an offering to qualified institutional buyers in accordance with Rule 144A under the Securities Act of 1933, as amended.  The notes will be senior unsecured obligations of the Operating Partnership and will be exchangeable into cash or a combination of cash and shares of the Company’s common stock.  Pursuant to General Instruction F to Form 8-K, a copy of the Press Release pursuant to which such annoucement was made is attached hereto as Exhibit 99.2 and is incorporated into this Item 8.01 by this reference.

Item 9.01.  Financial Statements and Exhibits.

(d)Exhibits

Exhibit Number	Description
99.1	Presentation Materials.*
99.2	Press Release, dated November 15, 2006.

*The Presentation Materials to this Report as Exhibit 99.1 are “furnished” and not “filed,” as described above in Item 7.01 of this Current Report on Form 8-K.

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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
		Howard L. Feinsand
		Executive Vice President, General Counsel and Corporate Secretary
Dated: November 15, 2006

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EX-99.1

Exhibit 99.1

November 2006

Safe Harbor Certain statements contained in this presentation constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. The words “believe,” “estimate,” “expect,” “anticipate,” “intend,” “plan,” “seek” and similar expressions or statements regarding future periods are intended to identify forward-looking statements. These forward-looking statements involve known and unknown risks, uncertainties and other important factors that could cause the actual results, performance or achievements, or industry results, to differ materially from any predictions of future results, performance or achievements that Duke Realty Corporation or Duke Realty Limited Partnership express or imply in this presentation. Information regarding risk factors that may affect Duke Realty Corporation or Duke Realty Limited Partnership is included under the caption “Risk Factors” in the Annual Reports on Form 10-K for the fiscal year ended December 31, 2005 that have been filed with the SEC. This information is updated from time to time in subsequent Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other filings with the SEC. Neither Duke Realty Corporation nor Duke Realty Limited Partnership has or undertakes any obligation to update or revise any forward-looking statements for events or circumstances that arise after the statement is made.

Agenda Company Overview Property Information 2006 Objective Update Guidance and Investment Thesis

Company Overview

Duke Business Strategy National development and construction capabilities in office, industrial, retail and medical office projects Key land positions in major U.S. markets with start-to-finish integrated multi-product development expertise Market expansion into major growth markets Local talent to execute national vision for growth Utilize joint ventures to expand operating platforms and market share while generating higher operating fees and increasing return on equity

Financial Highlights – September 30, 2006 FFO per share of $0.65, a 6.6% increase over 2005 FAD per share of $0.52, resulting in a 91.4% FAD payout ratio Stabilized in-service occupancy of 94.5% Same property NOI increased 6.5% Value creation pipeline totaled $1.3 billion New development starts of $430 million $130 million of held for rental projects $300 million of held for sale projects, including $128 million of retail lifestyle centers

Property Information

13% 12% 10% 3% 3% 3% 10% 4% 4% 8% 9% 6% Geographically Diverse Operating Platform 2% 4% 8% 1% % of total Company annualized net effective rent

Stabilized In Service Properties – September 30, 2006 Occupancy %Service Center/Bulk DistributionSuburban OfficeOtherOverallPrimary MarketChicago93.1%90.9%99.1%92. 5%Dallas97.4%100.0%98.3%97.5%Minneapolis95.2%90.2%85.9%93.7%St. Louis95.7%92.3%94.8%93.9%Chicago Region95.5%91.7%94.8%94.4%Cincinnati98.7%91.5%96.1%96.2%Cleveland-84.7%-84.7%Columbus99.3%92.3%-95.8%Indianapolis95.3%93.8%90.2%94.7%Nashville94.6%88.5%96.5%93.0%Other100.0%--100.0%Mid-East Region96.7%91.0%92.6%94.8%Atlanta89.6%86.6%100.0%88.6%Central Florida100.0%94.6%-98.2%Savannah100.0%--100.0%South Florida-96.8%-96.8%Southeast Region94.9%89.6%100.0%93.4%Raleigh100.0%96.8%85.9%96.5%Washington DC100.0%94.5%-95.7%Mid-Atlantic Region100.0%95.6%85.9%96.2%Grand Total96.1%91.5%92.8%94.5%Note: Excludes buildings that are in the held for sale portfolio.

Stabilized In Service Properties – September 30, 2006 Square Feet in ThousandsService Center/Bulk DistributionSuburban OfficeOtherOverallPrimary MarketChicago5,4002,9002008,500Dallas6,8001005007,400Minneapolis3,2008002004,200St. Louis2,7003,5001,2007,400Central Region18,1007,3002,10027,500Cincinnati8,8004,70080014,300Cleveland-2,200-2,200Columbus3,5003,500-7,000Indianapolis17,0003,0001,60021,600Nashville1,8008002002,800Other400--400Mid-East Region31,50014,2002,60048,300Atlanta7,2003,9003011,130Central Florida2,3001,200-3,500Savannah5,100--5,100South Florida-700-700Southeast Region14,6005,8003020,430Raleigh1,5002,0006004,100Washington DC7002,300-< /font>3,000Mid-Atlantic Region2,2004,3006007,100Grand Total66,40031,6005,330103,330Note: Excludes buildings that are in the held for sale portfolio.

Development Starts ProjectTotal ProjectStabilizedCurrentSquare FeetCostsReturnOcc %Held for Rental20023,352,000173,424,00010.1%93%20032,117,00078,255,00010.5%100% 20044,748,000192,656,0009.7%96%20057,112,000398,322,0009.6%60%2006 YTD4,388,000325,585,0009.3%14%Held for Sale2002444,00046,087,00010.3%100%2003545,00050,142,00010.3%100%20041,228,00065,676,0009.5%96%20053,293,000337,130,000 8.8%92%2006 YTD4,755,000476,531,0008.6%45%Total20023,796,000219,511,00010.2%93%20032,662,000128,397,00010.4%100%20045,976,000258,332,0009.7%96%200510,405,000735,452,0009.2%70%2006 YTD9,143,000802,116,0008.9%30%

Held for Rental Developments – Placed in Service SquareCurrent %ProjectStabilizedFeetLeas edCostsReturnTotal 20043,831,000100% $148,297,0009.6% 2005:1st Quarter1,567,00097% 45,226,000$ 10.1% 2nd Quarter978,00092% 40,790,0009.5% 3rd Q uarter353,00097% 19,048,00010.6% 4th Quarter1,399,00077% 80,802,0009.8% Total 20054,297,00089% 185,866,000$ 9.9% 2006:1st Quarter430,00038% 32,690,000$ 9.7% 2nd Quarter2,512,00054% 110,262,0009.6% 3rd Quarter1,458,00057% 88,609,0009.2% Total 2006 YTD4,400,00054% 231,561,000$ 9.5%

Value Creation Pipeline Analysis (Dollars and square feet in thousands) TotalPipelineTotalStabilizedTotalStabilizedFeeAs ofSq FtCostReturnSq FtCostReturnBacklog%Volume12/31/931,24950,341$ 10.9%--$ -16,969$ 9.4%67,310$ 12/31/942,362110,97511.9%---12,68015.5%123,65512/31/953,448168,60011.3%---61,6176 .9%230,21712/31/963,801141,78111.6%---46,1976.8%187,97812/31/975,243 268,81311.3%---30,5327.8%299,34512/31/986,217415,34811.4%1,02376,24210.7%83,57214.6%575,16212/31/998,438611,45311.4%1,671124,59810.9%32,29412.1%768,34512/31/004,136253,16811.6%4,213293,94611.6%77,89417.9%625,00812/31/013,457214,017< /font>10.9%3,436238,66711.7%67,0169.9%519,69912/31/022,565141,88910.4%75080,27310.8%113,42911.1%335,59012/31/032,10394,46710.1%76171,3819.7%175,5597.8%341,40 712/31/043,244160,05110.2%1,33665,7388.6%182,6089.3%408,39712/31/056,808389,6639.6%2,229290,5728.9%114,98510.0%795,2203/31/066,832387,5799.4%3,557393,7978.9%86,6339.9%868,0096/30/066,265401,9999.4%4,746524,3188.8%76,04010.3%1,002,3579/30/065,826448,5899.4%7,945797,2948.7%54,0239.8%1,299,906Held For RentalHeld For SaleConstructionPropertiesPropertiesThird Party

Tenant Industry Profile Tenant Industry Profile as a Percentage of Annualized Gross Effective RentCommunication & Equipment7%Distribution, Printing and Industrial Products17%Food & Kindred Products3%Computer & Data Processing Services4%Electronics, Computer Services/Equipment7%Electronic & Other Electric Equipment3%Healthcare Services9%Trucking & Warehousing5%Printing & Publishing2%Security & Commodity Brokers2%Business Services22%Engineering & Management Services 3%Real Estate4%Insurance Carriers6%Computer Hardware Development2%Government/Other4%

Lease Expiration Schedule – September 30, 2006 WHOLLY OWNED ANDJOINT VENTURE PORTFOLIO:YEAR OF EXPIRATIONSq. Ft.%$%20061,9671%10,974$ 2%5.5820079,97310%61,0099%6.12200813,68614%84,44112%6.17200912,63613%82,60512%6.54201011,42612%92,73714%8.12201113,01513%81,94212%6.3020128,4169%57,4278%6.8220136,3856%59,1149%9.2620144,9905%28,2124%5.6520156,8077%52,3938%7.702016 AND THEREAFTER9,71010%70,97810%7.3199,011100%681,832$ 100%6.89NOTE: Excludes buildings that are in the held-for-sale portfolio.to Expiring LeasesNet Rentable Area SubjectAnnual Net EffectiveUnder Expiring LeasesUnder Expiring LeasesAnnual Net Effective RentRent Per Square Foot

2006 Objectives Update

2006 Top Objectives Increase Development Pipeline Expand Joint Venture and Fund Business Enter Targeted New Markets Exit Non-Strategic Markets

2006 Objectives Update YTD 2006 starts of $802 million exceed full year 2005 starts of $735 Expand Development Pipeline$326 $476 Millions 0100200300400500Held forRentalHeld forSaleMedical OfficeRetailBulkDistributionSuburbanOffice

Expand Joint Venture and Fund Business Maintain a disciplined approach to locate a partner with aligned goals for D.C. property venture Currently exploring medical office fund opportunities Established two development joint ventures to control key bulk distribution land parcels and leverage development expertise

Baltimore Acquired approximately 184 acres located adjacent to the Port of Baltimore that can support the future development of 2.8 million square feet Begin project development in mid-2007 Washington, D.C. Acquired 2.3 million square feet of office and 655,000 square feet of industrial 166 acres of undeveloped land on which we can develop 3.1 million square feet of office and 560,000 square feet of industrial Construction commenced on 98,000 square foot office building and a 78,500 square foot industrial building Enter into New Markets

 Savannah Acquired 5.1 million square feet bulk distribution portfolio that is 100% leased Duke now controls more than 25% of the Savannah bulk distribution market Phoenix Acquired 290 acres of industrial land that can accommodate over 4 million square feet Begin project development in early 2007 Houston Acquired 42 acres of office and 102 acres of industrial land Begin both office and industrial developments in 2006 Enter into New Markets (cont.)

Cleveland Market Exit Completed sale of industrial assets and undeveloped land Office assets and undeveloped land will be sold as two portfolios First portfolio 93 percent leased is currently being marketed for sale Target to close in the first quarter of 2007 Second portfolio Working on improving occupancy Will likely be marketed for sale mid-2007 Exit Non-Strategic Markets

Guidance and Investment Thesis

Updated Guidance 2006 Original full year $2.32 to $2.45 Fourth quarter $0.69 to $0.72 Revised full year $2.42 to $2.45 2007 Full year 2007 $2.58 to $2.72 Midpoint of 2007 guidance equates to an 8.8% annual growth in FFO Expect similar level of development starts as in 2006 Will experience continued improvement in FAD payout ratio

Reasons to Invest in Duke Long-term history of earnings and dividend growth Proven business model that creates value Superior development and construction capabilities Multiple sources of growth including geographic expansion and multiple product types Balance sheet strength Experienced management team Commitment to superior disclosure and corporate governance

EX-99.2

Exhibit 99.2

For Immediate Release	For Investor Inquiries, contact:
November 15, 2006	Randy A. Henry
2006-21	317.808.6060
	Shona L. Bedwell
	317.808.6169

Duke Announces Offering of $500 Million of

Exchangeable Senior Notes Due 2011

Entry Into Capped Call and Expected Repurchase of

Up to $110 Million of Common Stock

Indianapolis, Indiana — Duke Realty Corporation (DRE: NYSE) (“Duke”) today announced that Duke Realty Limited Partnership (the “Operating Partnership”), of which Duke is the sole General Partner, intends to offer, subject to market and other conditions, $500 million aggregate principal amount of exchangeable senior notes due 2011 through an offering to qualified institutional buyers in accordance with Rule 144A under the Securities Act of 1933, as amended.  The notes will be senior unsecured obligations of the Operating Partnership and will be exchangeable into cash or a combination of cash and shares of Duke’s common stock.  The interest rate, exchange rate and offering price of the notes will be determined by negotiations between the Operating Partnership and the initial purchasers of the notes.  The Operating Partnership expects to grant the initial purchasers a 30-day option to purchase up to an additional $75 million principal amount of notes.

In connection with the offering, Duke and the Operating Partnership expect to enter into a capped call transaction with affiliates of the initial purchasers of the notes to substantially increase the effective conversion premium of the notes. This transaction also is intended to reduce the potential dilution resulting from a future exchange of the notes.  In connection with this capped call transaction, the counterparties have advised Duke and the Operating Partnership that they and/or their respective affiliates expect to purchase shares of Duke’s common stock and/or enter into various derivative transactions with respect to shares of Duke’s common stock simultaneously with or shortly after the pricing of the notes.  In addition, following the pricing of the notes, the counterparties and their affiliates may enter into or unwind various

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derivatives and/or continue to purchase or sell shares of Duke’s common stock in secondary market transactions, including during the observation period relating to any exchange of the notes.

The Operating Partnership expects to use the net proceeds from the offering to fund Duke’s repurchase of up to $110 million of Duke’s common stock, to fund the cost of the capped call transaction, to repay amounts outstanding under the Operating Partnership’s unsecured line of credit, and for other general business purposes.

This announcement does not constitute an offer to sell or the solicitation of an offer to buy any securities of Duke or the Operating Partnership, nor shall it constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful.  The notes and the shares of Duke’s common stock that may be issuable upon exchange of the notes have not been registered under the Securities Act of 1933, as amended, or the securities laws of any State or other jurisdiction and may not be offered or sold in the United States absent registration under, or an applicable exemption from the registration requirements of, the Securities Act and other applicable securities laws.

Cautionary Notice Regarding Forward-Looking Statements

This announcement may include forward-looking statements within the meaning and subject to the protections of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.  Such forward-looking statements include, among others, statements regarding: the commencement of, and negotiations related to, the offering of the notes; the completion of the offering and the Operating Partnership’s application of the net proceeds from the offering; the ability of Duke and the Operating Partnership to enter into, and the anti-dilutive effect of, the capped call transaction; and the market activities of counterparties to the capped call transaction.  Although Duke and the Operating Partnership presently believe that the expectations reflected in such forward-looking statements are based on reasonable assumptions, neither Duke nor the Operating Partnership give, or can give, any assurance that those expectations will be achieved.  Any number of factors could cause actual results to differ, including, but not limited to: the inability of Duke and the Operating Partnership to negotiate terms of the offering and the notes that are favorable to them, if at all; the inability to successfully identify investors in the notes; changes in the market for derivative instruments; changes in the market price of Duke’s common stock; changes in the trading value of the notes; changes in accounting rules or the application of such rules; changes in

interest rates and other general economic conditions; and changes in Duke’s and/or the Operating Partnership’s results of operations or financial condition.

You should not place undue reliance on forward-looking statements, since the statements speak only as of the date that they are made. Neither Duke nor the Operating Partnership have or undertake any obligation to publicly update, revise or correct any of the forward-looking statements after the date of this announcement, or after the respective dates on which such statements otherwise are made, whether as a result of new information, future events or otherwise. This announcement should be read in conjunction with the risk factors, financial information and other information contained in the filings that Duke and the Operating Partnership make with the Securities and Exchange Commission.