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): April 27, 2011

DUKE REALTY LIMITED PARTNERSHIP

(Exact name of registrant as specified in its charter)

Indiana	0-20625	35-1898425
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer 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:

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

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

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

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

Item 2.02. Results of Operations and Financial Condition.

On April 27, 2011, Duke Realty Corporation (the “General Partner”), the sole general partner of Duke Realty Limited Partnership, issued a press release (the “Press Release”) announcing its results of operations and financial condition for the first quarter ended March 31, 2011. A copy of the Press Release is attached hereto as Exhibit 99.1 and is incorporated into this Item 2.02 by this reference.

On April 28, 2011, the General Partner also held a conference call to discuss the General Partner’s financial results for the first quarter ended March 31, 2011. Pursuant to General Instruction F to Form 8-K, a copy of the transcript from the conference call (the “Transcript”) is attached hereto as Exhibit 99.2 and is incorporated into this Item 2.02 by this reference. The Transcript has been selectively edited to facilitate the understanding of the information communicated during the conference call.

The information contained in this Item 2.02, including the related information set forth in the Press Release and the Transcript 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, as amended (the “Exchange Act”), or otherwise. The information in this Item 2.02 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 Exchange Act, except as otherwise expressly stated in any such filing.

Item 5.07. Submission of Matters to a Vote of Security Holders.

At the General Partner’s Annual Meeting of Shareholders held on April 27, 2011 (the “Annual Meeting”), the shareholders of the General Partner voted on four proposals. Each proposal was approved pursuant to the following final voting results from the Annual Meeting:

1. To elect eleven directors to serve on the General Partner’s Board of Directors for a one-year term ending at the 2012 Annual Meeting of Shareholders:

	FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
Thomas J. Baltimore, Jr.		199,340,179		1,215,781		375,127		26,788,636
Barrington H. Branch		199,064,555		1,646,025		220,507		26,788,636
Geoffrey A. Button		196,002,723		4,711,263		217,101		26,788,636
William Cavanaugh III		199,045,679		1,664,038		221,370		26,788,636
Ngaire E. Cuneo		191,272,795		9,442,835		215,457		26,788,636
Charles R. Eitel		199,092,959		1,627,015		211,113		26,788,636
Martin C. Jischke, PhD		199,203,448		1,360,530		367,109		26,788,636
Dennis D. Oklak		193,590,426		7,101,034		239,627		26,788,636
Jack R. Shaw		199,294,635		1,263,691		372,761		26,788,636
Lynn C. Thurber		198,649,302		1,912,270		369,515		26,788,636
Robert J. Woodward, Jr.		199,299,064		1,246,127		385,896		26,788,636

2. To vote on a non-binding resolution to approve the compensation of the General Partner’s executive officers for 2010:

FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
	194,917,647		5,539,541		473,899		26,788,636

3. To recommend the frequency with which shareholders will vote on non-binding resolutions to approve the compensation of the General Partner’s executive officers in future years:

1 YEAR		2 YEARS		3 YEARS		ABSTAIN		BROKER NON-VOTES
	162,396,552		656,880		37,562,278		315,377		26,788,636

4. To ratify the reappointment by the Board of Directors of KPMG LLP as the General Partner’s independent public accountants for the fiscal year 2011:

FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
	226,135,220		1,222,479		362,024

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

99.1 Duke Realty Corporation press release dated April 27, 2011, with respect to its financial results for the first quarter ended March 31, 2011.*

99.2 Duke Realty Corporation transcript from the conference call held on April 28, 2011, with respect to its financial results for the first quarter ended March 31, 2011.*

* The Press Release and the Transcript attached hereto as Exhibits 99.1 and 99.2, respectively, are “furnished” and not “filed,” as described in Item 2.02 of this Current Report on Form 8-K.

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: May 3, 2011