8-K

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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 30, 2003

DUKE REALTY CORPORATION
(Exact name of registrant specified in its charter)

Indiana (State of Incorporation)	1-9044 (Commission File Number)	35-1740409 (IRS Employer 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

Item 7(c).    Exhibits

99

Press Release, dated July 30, 2003, announcing the results of operations and financial condition of Duke Realty Corporation for the three and six months ended June 30, 2003.

Item 12.    Results of Operations and Financial Condition

        On July 30, 2003, Duke Realty Corporation issued a press release announcing its results of operations and financial condition for the three and six months ended June 30, 2003. This press release is attached hereto as Exhibit 99.

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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 CORPORATION
	By:	/s/  MATTHEW A. COHOAT Matthew A. Cohoat Senior Vice President and Corporate Controller
Dated: July 30, 2003

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Item 7(c). Exhibits
Item 12. Results of Operations and Financial Condition

SIGNATURES

EX-99

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Exhibit 99

For Immediate Release July 30, 2003 2003-08	For Investor Inquires, contact: Thomas K. Peck 317/808-6168
	For Media Inquires, contact: Donna M. Hovey 317/808-6137

Duke Realty Announces Second Quarter EarningsCommon Stock Dividend Increase Also Announced

Indianapolis—Duke Realty Corporation (DRE/NYSE) reported today that net income available for common shareholders for the second quarter of 2003 was $34.5 million on revenues of $196.2 million, compared to $48.5 million on revenues of $194.6 million for the second quarter last year. On a per share basis, second quarter net income available for common shareholders was $0.25 per share compared with $0.36 per share for the second quarter of 2002. All per share amounts reported are diluted with basic per share information also included in the financial table accompanying this press release.

        Diluted funds from operations ("FFO") were $92.0 million for the second quarter of 2003 versus $102.0 million for the same period in 2002. On a per share basis, second quarter FFO was $0.59 compared to $0.65 for the second quarter of 2002. FFO is a supplemental non-GAAP financial measurement used as a standard in the real estate industry to measure and compare the operating performance of real estate companies. FFO is defined by the National Association of Real Estate Investment Trusts ("NAREIT") as net income or loss, excluding gains or losses from sales of depreciated property, plus operating property depreciation and amortization and adjustments for minority interest and unconsolidated companies on the same basis. A reconciliation of FFO to GAAP net income is included in the financial tables accompanying this press release.

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        Duke also announced today that its Board of Directors increased its quarterly common stock dividend to $0.46 per share, payable on August 29, 2003, to shareholders of record on August 14, 2003. The new dividend is a 1.1 percent increase over the previous amount and equals $1.84 per share on an annualized basis. Including increases in each of the past ten years, Duke has increased its common stock dividend more than 104 percent since its October 1993 public offering.

        The Board also declared today the following dividends on the Company's outstanding preferred stock:

Class	NYSE Symbol	Quarterly Amount/Share		Record Date	Payment Date
Series B	Not Listed	$	.99875	September 16, 2003	September 30, 2003
Series D	DREPRD	$	.46094	September 16, 2003	September 30, 2003
Series E	DREPRE	$	.51563	September 16, 2003	September 30, 2003
Series I	DREPRI	$	.52813	September 16, 2003	September 30, 2003

        Property information at June 30, 2003 was as follows:

•

The Company's 900 stabilized in-service properties totaling 104.8 million square feet were 87.8 percent leased.



•

The Company's value creation pipeline increased for the fourth consecutive quarter to $384.7 million at June 30. The pipeline includes $130.7 million of developments with an expected stabilized return of 10.2 percent that Duke plans to own indefinitely after completion; $90.6 million of developments with an expected stabilized return of 10.8 percent that the Company plans to sell within approximately one year of completion; and a $163.4 million backlog of third-party construction volume with an overall 8.5 percent pre-tax profit margin.



•

Including recently completed developments that have not reached stabilization and developments still under construction, the Company's total portfolio at the end of the

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second quarter consisted of more than 109.0 million square feet that were 87.3 percent leased.

        The Company also disclosed the following information for the second quarter of 2003:

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Duke renewed 70.1 percent of leases up for renewal, totaling 1.5 million square feet, on which it attained a 4.4 percent growth in net effective rents.



•

Year-to-date same property net operating income for 2003 decreased 4.4 percent.



•

The Company's interest and fixed-charge coverage ratios in the second quarter were 3.8 and 2.9, respectively, and its debt-to-total market capitalization ratio was 32.4 percent at June 30, 2003.

        Commenting on Duke's second quarter performance, Tom Hefner, Chairman and Chief Executive Officer, stated,

"Overall, our performance in the second quarter was satisfactory. Highlights for the quarter included:

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Strong third-party construction activity, continued building of our value creation pipeline, and resumed growth in per share funds from operations.



•

After solid occupancy growth in the first quarter, our flat performance in the second quarter was disappointing, but reflects the current state of the economy.



•

We continued our strong capital markets performance during the quarter with the issuance of $150 million of 10-year debt at an effective interest rate of 4.635 percent; the lowest priced 10-year debt issuance in REIT history.



•

We raised our dividend for the eleventh time in 10 years.

With continued FFO growth anticipated for the third and fourth quarters, we remain comfortable with our $2.40 to $2.55 per share guidance range previously announced."

        When used in this press release, the word "believes," "expects," "estimates" and similar expressions are intended to identify forward-looking statements. Such statements, including estimates of our future operating performance, are subject to certain risks and uncertainties identified in our reports filed with the SEC that could cause actual results to differ materially. In

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particular, among the factors that could cause actual results to differ materially are continued qualification as a real estate investment trust, general business and economic conditions, competition, increases in real estate construction costs, interest rates, accessibility of debt and equity capital markets and other risks inherent in the real estate business including tenant defaults, potential liability relating to environmental matters and liquidity of real estate investments. Readers are also advised to refer to Duke's Form 8-K Report as filed with the Securities and Exchange Commission on July 25, 2003 for additional information concerning risks about investing in our securities.

        Duke Realty Corporation is the largest publicly traded office and industrial real estate company in the United States. Offering a complete range of real estate products and services, Duke produces approximately $800 million in annual revenue from more than 4,000 tenants and focuses on building dominant market positions in each of its 13 geographic platforms across the Midwest and the Sunbelt. Duke owns interests in more than 109 million square feet of properties, has over 1,000 employees and owns or controls more than 4,000 acres of undeveloped land that can support more than 63 million square feet of future development. Visit Duke on the web at www.dukerealty.com.

        A copy of the Company's June 30, 2003 supplemental information fact book will be available after 7:00 p.m. EST today in the Investor Information section of the Company's web site at www.dukerealty.com. Duke is also hosting a conference call tomorrow at 2:30 p.m. Eastern Daylight Time (New York time) to discuss its second quarter operating results. All investors are invited to listen to this call, which can be accessed through the Investor Information section of the Company's web site at www.dukerealty.com.

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Financial Highlights
(in thousands, except per share data)

		Three Months Ended June 30						Six Months Ended June 30
Operating Results
		2003			2002			2003			2002
Revenues from continuing operations		$	196,160		$	194,629		$	390,195		$	398,205
Earnings from rental operations			46,124			59,810			89,597			114,293
Earnings from service operations			4,883			7,611			6,936			23,126
Net income for common shareholders—Basic			34,538			48,528			72,015			93,806
Net income for common shareholders—Diluted			38,298			54,011			79,900			105,037
Funds from operations—Basic			80,783			88,835			157,973			176,114
Funds from operations—Diluted			92,048			102,002			180,176			203,521
Per Share:
Net income—common shareholders—Basic		$	0.26		$	0.36		$	0.53		$	0.70
Net income—common shareholders—Diluted		$	0.25		$	0.36		$	0.53		$	0.70
Funds from operations—Basic		$	0.60		$	0.66		$	1.17		$	1.32
Funds from operations—Diluted		$	0.59		$	0.65		$	1.16		$	1.30
Dividend payout ratio of funds from operations			78.0	%		70.0	%		78.9	%		69.6	%
Weighted average shares outstanding
	Basic—Net income and Funds from operations		135,386			134,196			135,279			133,070
	Diluted—Net income		151,019			151,092			150,823			150,682
	Diluted—Funds from operations		156,025			157,546			155,830			157,136
Balance Sheet Data								June 30 2003			December 31 2002
Net real estate investments								$	4,757,611		$	4,702,788
Total assets									5,430,926			5,348,823
Total debt									2,234,877			2,106,285
Shareholders' equity									2,565,595			2,616,180
Common shares outstanding at end of period									135,547			135,007

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Reconciliation of Net Income to Funds From Operations
(in thousands, except per share data)

		Three Months Ended June 30
		2003						2002
		Amount			Wtd. Avg. Shares	Per Share		Amount			Wtd. Avg. Shares	Per Share
Net Income Available for Common Shares		$	34,538		135,386	$	0.26	$	48,528		134,196	$	0.36
Add back:
	Minority interest in earnings of unitholders		3,760		14,755				5,483		15,114
	Other common stock equivalents				878						1,782
Fully Diluted Net Income			38,298		151,019	$	0.25		54,011		151,092	$	0.36
Adjustments:
	Depreciation and Amortization		46,617						42,993
	Company Share of Joint Venture Depreciation and amortization		4,774						4,383
	(Earnings) loss from depreciable property sales		(105	)					(2,550	)
	Dilutive effect of Convertible Preferred D Shares		2,464		5,006				2,464		5,009
	Dilutive effect of Convertible Preferred G Units		0		0				701		1,445
Fully Diluted Funds From Operations		$	92,048		156,025	$	0.59	$	102,002		157,546	$	0.65

		Six Months Ended June 30
		2003						2002
		Amount			Wtd. Avg. Shares	Per Share		Amount			Wtd. Avg. Shares	Per Share
Net Income Available for Common Shares		$	72,015		135,279	$	0.53	$	93,806		133,070	$	0.70
Add back:
	Minority interest in earnings of unitholders		7,885		14,778				11,231		15,922
	Other common stock equivalents				766						1,690
Fully Diluted Net Income			79,900		150,823	$	0.53		105,037		150,682	$	0.70
Adjustments:
	Depreciation and Amortization		94,289						85,812
	Company Share of Joint Venture Depreciation and amortization		9,777						8,798
	(Earnings) loss from depreciable property sales		(8,718	)					(2,454	)
	Dilutive effect of Convertible Preferred D Shares		4,928		5,007				4,928		5,009
	Dilutive effect of Convertible Preferred G Units		0		0				1,400		1,445
Fully Diluted Funds From Operations		$	180,176		155,830	$	1.16	$	203,521		157,136	$	1.30

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Exhibit 99