Prepared by MerrillDirect

DUKE-WEEKS REALTY CORPORATION

INDEX

Part I -	Financial Information

Item 1.	Financial Statements

	Condensed Consolidated Balance Sheets as of
	June 30, 2001 (Unaudited) and December 31, 2000

	Condensed Consolidated Statements of Operations (Unaudited)
	for the three and six months ended June 30, 2001 and 2000

	Condensed Consolidated Statements of Cash Flows (Unaudited)
	for the six months ended June 30, 2001 and 2000

	Condensed Consolidated Statement of Shareholders’ Equity
	(Unaudited) for the six months ended June 30, 2001

	Notes to Condensed Consolidated Financial Statements
	(Unaudited)

	Independent Accountants’ Review Report

Item 2.	Management’s Discussion and Analysis of Financial
	Condition and Results of Operations

Part II -	Other Information

	Item 1.	Legal Proceedings
	Item 2.	Changes in Securities
	Item 3.	Defaults Upon Senior Securities
	Item 4.	Submission of Matters to a Vote of Security Holders
	Item 5.	Other Information
	Item 6.	Exhibits and Reports on Form 8-K

PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
DUKE-WEEKS REALTY CORPORATION AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(in thousands, except per share amounts)

			June 30,			December 31,
ASSETS			2001			2000

			(Unaudited)
Real estate investments:
	Land and improvements		$	595,284		$	581,530
	Buildings and tenant improvements		4,033,278			3,989,033
	Construction in progress		226,240			216,938
	Investments in unconsolidated companies		326,608			367,581
	Land held for development		256,856			257,779

			5,438,266			5,412,861
	Accumulated depreciation		(390,624		)	(338,426		)

		Net real estate investments	5,047,642			5,074,435

Cash and cash equivalents			103,027			39,191
Accounts receivable, net of allowance of $2,201 and $1,540			18,908			19,454
Straight-line rent receivable, net of allowance of $1,460			39,611			34,512
Receivables on construction contracts			58,310			45,394
Deferred financing costs, net of accumulated amortization of $15,313 and $13,288			13,998			12,540
Deferred leasing and other costs, net of accumulated amortization of $36,614 and $31,522			97,890			102,413
Escrow deposits and other assets			111,100			132,097

			$	5,490,486		$	5,460,036
LIABILITIES AND SHAREHOLDERS' EQUITY

Indebtedness:
	Secured debt		$	442,287		$	466,624
	Unsecured notes		1,461,483			1,286,591
	Unsecured lines of credit		-			220,000

			1,903,770			1,973,215

Construction payables and amounts due subcontractors			72,571			70,105
Accounts payable			2,358			4,312
Accrued expenses:
	Real estate taxes		55,193			51,328
	Interest		26,184			28,780
	Other		47,484			61,341
Other liabilities			94,653			88,540
Tenant security deposits and prepaid rents			35,223			34,208

	Total liabilities		2,237,436			2,311,829

Minority interest			431,522			435,317

Shareholders’ equity
	Preferred shares ($.01 par value); 5,000 shares authorized		683,753			608,874
	Common shares ($.01 par value); 250,000 shares authorized; 129,797 and 127,932 shares issued and outstanding		1,298			1,279
	Additional paid-in capital		2,216,885			2,180,120
	Accumulated other comprehensive income		(836		)	-
	Distributions in excess of net income		(79,572		)	(77,383		)

Total shareholders' equity			2,821,528			2,712,890

			$	5,490,486		$	5,460,036

See accompanying Notes to Condensed Consolidated Financial Statements

DUKE-WEEKS REALTY CORPORATION AND SUBSIDIARIES
Condensed Consolidated Statements of Operations
For the three and six months ended June 30,
(in thousands, except per share amounts)
(Unaudited)

												Three Months Ended						Six Months Ended

												2001			2000			2001			2000

RENTAL OPERATIONS:
	Revenues:
							Rental income					$	174,453		$	174,182		$	348,451		$	346,092
							Equity in earnings of unconsolidated companies					7,315			4,226			17,285			7,050

												181,768			178,408			365,736			353,142

	Operating expenses:
						Rental expenses						29,736			28,264			60,504			57,106
						Real estate taxes						18,066			19,064			35,923			37,584
					Interest expense							28,671			36,253			58,284			68,934
				Depreciation and amortization								37,995			38,748			78,309			78,115

												114,468			122,329			233,020			241,739

										Earnings from rental operations		67,300			56,079			132,716			111,403

SERVICE OPERATIONS:
	Revenues:
			Property management, maintenance and leasing fees									7,896			6,582			14,494			12,265
		Construction and development activity income										15,316			18,399			30,768			25,947
		Other income										415			60			687			894

												23,627			25,041			45,949			39,106

	Operating expenses											14,400			14,088			27,434			22,777

									Earnings from service operations			9,227			10,953			18,515			16,329

General and administrative expense												(4,688		)	(4,510		)	(8,715		)	(9,674		)

											Operating income	71,839			62,522			142,516			118,058
OTHER INCOME (EXPENSE):
	Interest income											1,567			2,283			3,002			3,903
	Earnings from land and depreciated property dispositions											146			2,387			12,663			16,661
	Other expense											(428		)	(128		)	(1,367		)	(250		)
	Minority interest in earnings of common unitholders											(7,202		)	(6,877		)	(15,837		)	(14,311		)
	Minority interest in earning of preferred unitholders											(2,102		)	(2,102		)	(4,204		)	(4,204		)
	Other minority interest in earnings of subsidiaries											(330		)	(311		)	(1,241		)	(972		)

								Net income				$	63,490		$	57,774		$	135,532		$	118,885
Dividends on preferred shares												(13,815		)	(12,249		)	(27,087		)	(24,501		)

Net income available for common shareholders												$	49,675		$	45,525		$	108,445		$	94,384

Net income per common share:
	Basic											$	0.39		$	0.36		$	0.84		$	0.75

	Diluted											$	0.38		$	0.36		$	0.83		$	0.74

Weighted average number of common shares outstanding												129,131			126,597			128,765			126,334

Weighted average number of common and dilutive potential common shares												149,572			147,181			151,369			146,754

See accompanying Notes to Condensed Consolidated Financial Statements

DUKE-WEEKS REALTY CORPORATION AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
For the six months ended June 30
(in thousands)
(Unaudited)

				2001			2000

Cash flows from operating activities:
	Net income			$	135,532		$	118,885
		Adjustments to reconcile net income to net cash provided by operating activities:
		Depreciation of buildings and tenant improvements		69,223			71,378
		Amortization of deferred leasing and other costs		9,086			6,737
		Amortization of deferred financing costs		2,609			1,553
		Minority interest in earnings		21,282			19,487
		Straight-line rent adjustment		(6,320		)	(8,145		)
		Earnings from land and depreciated property dispositions		(12,663		)	(16,661		)
		Construction contracts, net		235			(36,887		)
		Other accrued revenues and expenses, net		(6,062		)	19,416
		Equity in earnings in (excess)/shortfall of operating distributions received from unconsolidated companies		6,692			(1,621		)

			Net cash provided by operating activities	219,614			174,142

Cash flows from investing activities:
		Development of real estate investments		(222,910		)	(268,388		)
		Acquisition of real estate investments		(13,927		)	(5,932		)
		Acquisition of land held for development and infrastructure costs		(22,953		)	(32,140		)
		Recurring tenant improvements		(7,819		)	(16,204		)
		Recurring leasing costs		(6,394		)	(10,830		)
		Recurring building improvements		(3,911		)	(3,275		)
		Other deferred leasing costs		(608		)	(21,735		)
		Other deferred costs and other assets		(11,286		)	(9,185		)
		Tax deferred exchange escrow, net		25,202			(87,940		)
		Proceeds from land and depreciated property sales, net		187,605			214,299
		Capital distributions from unconsolidated companies		59,899			-
		Advances from (to) unconsolidated companies		(2,544		)	(16,652		)

			Net cash used by investing activities	(19,646		)	(257,982		)

Cash flows from financing activities:
		Proceeds from issuance of common shares, net		30,648			13,866
		Proceeds/ (payments) from issuance/ (repurchase) of preferred shares, net		72,265			(277		)
		Proceeds from indebtedness		175,000			-
		Payments on indebtedness including principal amortization		(46,019		)	(8,230		)
		Borrowings/ (repayments) on lines of credit, net		(204,247		)	245,227
		Distributions to common shareholders		(110,634		)	(98,467		)
		Distributions to preferred shareholders		(27,087		)	(24,501		)
		Distributions to preferred unitholders		(4,204		)	(4,204		)
		Distributions to minority interest		(17,306		)	(15,724		)
		Deferred financing costs		(4,548		)	(898		)

			Net cash provided by (used for) financing activities	(136,132		)	106,792

			Net increase (decrease) in cash and cash equivalents	63,836			22,952
Cash and cash equivalents at beginning of period				39,191			18,765

Cash and cash equivalents at end of period				$	103,027		$	41,717

Other non-cash items:
	Assumption of debt for real estate acquisitions			$	6,379		$	-

	Contributions of property to unconsolidated companies			$	15,812		$	-

	Conversion of Limited Partner Units to shares			$	7,847		$	2,480

	Issuance of Limited Partner Units for real estate acquisitions			$	2,487		$	3,937

See accompanying Notes to Condensed Consolidated Financial Statements

DUKE-WEEKS REALTY CORPORATION AND SUBSIDIARIES
Condensed Consolidated Statement of Shareholders’ Equity
For the six months ended June 30, 2001
(in thousands, except per share data)
(Unaudited)

										Accumulated
							Additional			Other			Distributions
		Preferred			Common		Paid-in			Comprehensive			in Excess of
		Stock			Stock		Capital			Income (Loss)			Net Income			Total

Balance at December 31, 2000		$	608,874		$	1,279	$	2,180,120		$	-		$	(77,383	)	$	2,712,890

Comprehensive Income:
	Net income	-			-		-			-			135,532			135,532

	Distributions to preferred shareholders	-			-		-			-			(27,087		)	(27,087		)

	Transition adjustment resulting from adoption of SFAS 133	-			-		-			398			-			398

	Gains (losses) on derivative instuments	-			-		-			(1,234		)	-			(1,234		)

Comprehensive income available for common shareholders																107,609

Issuance of common shares		-			15		31,536			-			-			31,551

Issuance of preferred shares		75,000			-		(2,614		)	-			-			72,386

Acquisition of minority interest		-			4		7,843			-			-			7,847

Repurchase of Preferred D Series shares		(121		)	-		-			-			-			(121		)

Distributions to common shareholders ($.86 per share)		-			-		-			-			(110,634		)	(110,634		)


Balance at June 30, 2001		$	683,753		$	1,298	$	2,216,885		$	(836	)	$	(79,572	)	$	2,821,528

See accompanying Notes to Condensed Consolidated Financial Statements

DUKE-WEEKS REALTY CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

1. Financial Statements

The interim condensed consolidated financial statements included herein have been prepared by Duke-Weeks Realty Corporation (the “Company”) without audit. The statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and the instructions for Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. These financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report to Shareholders.

The Company

The Company’s rental operations are conducted through Duke-Weeks Realty Limited Partnership (“DWRLP”), of which the Company owns 87.2% at June 30, 2001. The remaining interests in DWRLP are exchangeable for shares of the Company's common stock on a one-for-one basis. In addition, the Company conducts operations through Duke Realty Services Limited Partnership and Duke Construction Limited Partnership, in which the Company’s wholly-owned subsidiary, Duke Services, Inc., is the sole general partner. The consolidated financial statements include the accounts of the Company and its majority-owned or controlled subsidiaries. The equity interests in these majority-owned or controlled subsidiaries not owned by the Company are reflected as minority interests in the consolidated financial statements.

2. Lines of Credit

The Company has the following lines of credit available:

	Borrowing					Outstanding
	Capacity		Maturity	Interest		at June 30, 2001
Description	(in 000’s)		Date	Rate		(in 000’s)

Unsecured Line of Credit	$	500,000	February 2004	LIBOR + .65	%	$	0
Unsecured Line of Credit	150,000		July 2002	LIBOR + .675	%	0
Secured Line of Credit	150,000		January 2003	LIBOR + 1.05	%	68,409

The lines of credit are used to fund development and acquisition of additional rental properties and to provide working capital.

The $500 million line of credit allows the Company an option to obtain borrowings from the financial institutions that participate in the line of credit at rates lower than the stated interest rate, subject to certain restrictions.

The Company renewed its $150 million unsecured line of credit, reducing the interest rate from LIBOR + .775% to LIBOR + .675% and extending the maturity date to July 2002.

3. Related Party Transactions

The Company provides management, maintenance, leasing, construction, and other tenant related services to properties in which certain executive officers have continuing ownership interests. The Company was paid fees totaling $943,000 and $993,000 for such services for the six months ended June 30, 2001 and 2000, respectively. Management believes the terms for such services are equivalent to those available in the market. The Company has an option to purchase the executive officers' interest in each of these properties which expires October 2003. The option price of each property was established at the date the option was granted.

4. Net Income Per Common Share

Basic net income per common share is computed by dividing net income available for common shareholders by the weighted average number of common shares outstanding for the period. Diluted net income per share is computed by dividing the sum of net income available for common shareholders and minority interest in earnings of unitholders, by the sum of the weighted average number of common shares and dilutive potential common shares outstanding for the period.

The following table reconciles the components of basic and diluted net income per common share for the three and six months ended June 30:

	Three Months Ended				Six Months Ended
	June 30,				June 30,

	2001		2000		2001		2000

Net income available for common shareholders	$	49,675	$	45,525	$	108,445	$	94,384
Joint venture partner convertible ownership net income	-		-		1,666		-
Minority interest in earnings of common unitholders	7,202		6,877		15,837		14,311

Diluted net income available for common shareholders	$	56,877	$	52,402	$	125,948	$	108,695


Weighted average number of common shares outstanding	129,131		126,597		128,765		126,334
Weighted average common partnership units outstanding	18,768		19,122		18,804		19,088
Joint venture partner convertible ownership common share equivalents	-		-		2,118		-
Dilutive shares for long-term compensation plans	1,673		1,462		1,682		1,332

Weighted average number of common shares and dilutive potential common shares	149,572		147,181		151,369		146,754

The Preferred D Series Convertible stock and the Series G preferred limited partner units were anti-dilutive for the three months and six months ended June 30, 2001; therefore, no conversion to common shares is included in weighted dilutive potential common shares.

A joint venture partner in one of the Company's unconsolidated ventures has the option to convert a portion of its ownership to Company common shares. The effects of the option on earnings per share was dilutive for the six months ended June 30, 2001; therefore conversion to common shares is included in weighted dilutive potential common shares. The effect of this same option was anti-dilutive for the three months ended June 30, 2001; therefore, no conversion to common shares is included in dilutive potential common shares.

5. Segment Reporting

The Company is engaged in four operating segments; the ownership and rental of office, industrial and retail real estate investments and the providing of various real estate services such as property management, maintenance, leasing, development and construction management to third-party property owners (“Service Operations”). The Company’s reportable segments offer different products or services and are managed separately because each requires different operating strategies and management expertise. There are no material intersegment sales or transfers.

Non-segment revenue to reconcile to total revenue consists mainly of equity in earnings of unconsolidated companies. Non-segment assets to reconcile to total assets consist of corporate assets including cash, deferred financing costs and investments in unconsolidated companies.

The Company assesses and measures segment operating results based on industry performance measures referred to as Funds From Operations (“FFO”). The National Association of Real Estate Investment Trusts defines FFO as net income or loss, excluding gains or losses from debt restructuring and sales of depreciated operating property, plus operating property depreciation and amortization and adjustments for minority interest and unconsolidated companies on the same basis. FFO is not a measure of operating results or cash flows from operating activities as measured by generally accepted accounting principles, is not necessarily indicative of cash available to fund cash needs and should not be considered an alternative to cash flows as a measure of liquidity. Interest expense and other non-property specific revenues and expenses are not allocated to individual segments in determining the Company’s performance measure.

The revenues and FFO for each of the reportable segments for the three and six months ended June 30, 2001 and 2000, and the assets for each of the reportable segments as of June 30, 2001 and December 31, 2000, are summarized as follows:

			Three Months Ended June 30,				Six Months Ended June 30,

			2001		2000		2001		2000
Revenues
	Rental Operations:
		Office	$	96,360	$	83,720	$	188,812	$	163,974
		Industrial	72,718		84,776		146,152		168,519
		Retail	6,579		7,768		13,583		14,891
	Service Operations		23,627		25,041		45,949		39,106

		Total Segment Revenues	199,284		201,305		394,496		386,490
	Non-Segment Revenue		6,111		2,144		17,189		5,758

		Consolidated Revenue	$	205,395	$	203,449	$	411,685	$	392,248

				Three Months Ended June 30,						Six Months Ended June 30,

				2001			2000			2001			2000
Funds From Operations
	Rental Operations:
		Office		$	65,306		$	55,925		$	127,852		$	110,103
		Industrial		56,348			64,617			112,959			129,775
		Retail		5,486			6,520			11,208			12,032
	Services Operations			9,227			10,953			18,515			16,329

		Total Segment FFO		136,367			138,015			270,534			268,239

	Non-Segment FFO:
		Interest expense		(28,671		)	(36,253		)	(58,284		)	(68,934		)
		Interest income		1,567			2,283			3,002			3,903
		General and administrative expense		(4,688		)	(4,510		)	(8,715		)	(9,674		)
		Gain on land sales		2,643			297			3,320			3,913
		Other expenses		(890		)	(642		)	(1,416		)	(1,111		)
		Minority interest in earnings of common unitholders		(7,202		)	(6,877		)	(15,837		)	(14,311		)
		Minority interest in earnings of preferred unitholders		(2,102		)	(2,102		)	(4,204		)	(4,204		)
		Minority interest in earnings of subsidiaries		(330		)	(311		)	(1,241		)	(972		)
		Minority interest share of FFO adjustments		(5,689		)	(5,026		)	(9,478		)	(8,981		)
		Joint venture FFO		11,564			6,165			22,752			10,453
		Dividends on preferred shares		(13,815		)	(12,249		)	(27,087		)	(24,501		)

			Consolidated FFO	88,754			78,790			173,346			153,820

		Three Months Ended June 30,						Six Months Ended June 30,

		2001			2000			2001			2000

Depreciation and amortization		(37,995		)	(38,748		)	(78,309		)	(78,115		)
Share of joint venture adjustments		(4,276		)	(1,633		)	(5,413		)	(3,050		)
Earnings from depreciated property sales		(2,497		)	2,090			9,343			12,748
Minority Interest share of FFO adjustments		5,689			5,026			9,478			8,981

	Net Income Available for Common Shareholders	$	49,675		$	45,525		$	108,445		$	94,384

			June 30,		December 31,
			2001		2000

Assets
	Rental Operations:
		Office	$	2,537,679	$	2,473,191
		Industrial	2,217,316		2,265,237
		Retail	191,568		186,389
	Service Operations		157,649		128,249

		Total Segment Assets	5,104,212		5,053,066
	Non-Segment Assets		386,274		406,970

		Consolidated Assets	$	5,490,486	$	5,460,036

6. Real Estate Assets Held for Sale

In order to redeploy capital, the Company has an active sales program through which it is continually pursuing favorable opportunities to dispose of real estate assets that no longer meet long-term investment objectives of the Company. At June 30, 2001, the Company had 42 industrial, 6 office and 10 retail properties comprising approximately 6.3 million square feet held for sale. Of these properties, four build-to-suit office, six build-to-suit industrial and one build-to-suit retail properties were under development at June 30, 2001. Net operating income (defined as total property revenues, less property expenses, which include real estate taxes, repairs and maintenance, property management, utilities, insurance and other expenses) of the properties held for sale for the six months ended June 30, 2001 and 2000, is approximately $10.3 million and $8.3 million, respectively. Net book value of the properties held for sale at June 30, 2001, is $215.3 million. There can be no assurances that such properties will be sold.

7. Shareholders’ Equity

The following series of preferred stock are outstanding as of June 30, 2001 (in thousands, except percentages):

	Shares	Dividend		Redemption	Liquidation
Description	Outstanding	Rate		Date	Preference		Convertible

Preferred A Series	300	9.100	%	August 31, 2001	$	75,000	No
Preferred B Series	300	7.990	%	September 30, 2007	150,000		No
Preferred D Series	535	7.375	%	December 31, 2003	133,750		Yes
Preferred E Series	400	8.250	%	January 20, 2004	100,000		No
Preferred F Series	600	8.000	%	October 10, 2002	150,000		No
Preferred I Series	300	8.450	%	February 6, 2006	75,000		No

All series of preferred shares require cumulative distributions, have no stated maturity date, and the redemption price of each series may only be paid from the proceeds of other capital shares of the Company, which may include other classes or series of preferred shares.

The Preferred I Series shares were issued in February 2001.

The Preferred Series D shares are convertible at a conversion rate of 9.3677 common shares for each preferred share outstanding.

The dividend rate on the Preferred B Series shares increases to 9.99% after September 12, 2012.

The Company intends to redeem the Preferred A Series shares in September 2001.

8. Other Matters

Reclassifications

Certain 2000 balances have been reclassified to conform to 2001 presentation.

9. Derivative Instruments

The Company adopted Statement of Financial Accounting Standards No. 133 "Accounting for Derivative Instruments and Hedging Activities” (SFAS 133) as amended by SFAS No. 137 and No. 138 on January 1, 2001. SFAS 133 requires that all derivative instruments be recorded on the balance sheet at their fair value. Gains or losses resulting from changes in the values of those derivatives would be accounted for depending on the use of the derivative and whether it qualifies for hedge accounting. The Company uses derivative financial instruments such as interest rate swaps to mitigate its interest rate risk on a related financial instrument. SFAS 133 requires that changes in fair value of derivatives that qualify as cash flow hedges be recognized in other comprehensive income while the ineffective portion of the derivative's change in fair value be recognized immediately in earnings. One of the Company's interest rate swap contracts did not meet the criteria of SFAS 133 to qualify for hedge accounting. SFAS 133 requires that unrealized gains and losses on derivatives not qualifying as hedge accounting be recognized currently in earnings. The cumulative effect of a change in accounting principle due to the adoption of SFAS 133 as of January 1, 2001, was $398,000 and was recorded in accumulated other comprehensive income as a transition adjustment. As of June 30, 2001, the Company recorded a net loss of $1.2 million in other comprehensive income for its interest rate swap contracts qualifying for hedge accounting and a net loss of $721,000 in other expense for the interest rate swap contract that did not qualify for hedge accounting.

In July 2001, the Company terminated its interest rate swaps that qualified for hedge accounting in conjunction with the pay-off of the loan to which the swaps were hedged. The cost to terminate these swaps was approximately $500,000.

10. Subsequent Events

The Board of Directors declared the following dividends on July 25, 2001:

		Quarterly
Class		Amount/Share		Record Date	Payment Date

Common		$	0.45	August 16, 2001	August 31, 2001
Preferred (per depositary share):
	Series A	$	0.56875	August 17, 2001	August 31, 2001
	Series B	$	0.99875	September 14, 2001	September 28, 2001
	Series D	$	0.46094	September 14, 2001	September 28, 2001
	Series E	$	0.51563	September 14, 2001	September 28, 2001
	Series F	$	0.50000	October 17, 2001	October 31, 2001
	Series I	$	0.52813	September 14, 2001	September 28, 2001

The Board of Directors
Duke-Weeks Realty Corporation:

We have reviewed the condensed consolidated balance sheet of Duke-Weeks Realty Corporation and subsidiaries as of June 30, 2001, the related condensed consolidated statements of operations for the three months and the six months ended June 30, 2001 and 2000, the related condensed consolidated statements of cash flows for the six months ended June 30, 2001 and 2000, and the related condensed consolidated statement of shareholders’ equity for the six months ended June 30, 2001. These condensed consolidated financial statements are the responsibility of the Company’s management.

We conducted our review in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of applying analytical procedures to financial data and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with auditing standards generally accepted in the United States of America, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should be made to the condensed consolidated financial statements referred to above for them to be in conformity with accounting principles generally accepted in the United States of America.

We have previously audited, in accordance with auditing standards generally accepted in the United States of America, the consolidated balance sheet of Duke-Weeks Realty Corporation and subsidiaries as of December 31, 2000, and the related consolidated statements of operations, shareholders’ equity and cash flows for the year then ended (not presented herein); and in our report dated January 25, 2001, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of December 31, 2000 is fairly presented, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

KPMG LLP
Indianapolis, Indiana
July 25, 2001

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results
	of Operations

Overview

The Company’s operating results depend primarily upon income from the rental operations of its industrial, office and retail properties located in its primary markets. This income from rental operations is substantially influenced by the supply and demand for the Company’s rental space in its primary markets. In addition, the Company’s continued growth is dependent upon its ability to maintain occupancy rates and increase rental rates of its in-service portfolio. The Company’s strategy for continued growth also includes developing and acquiring additional rental properties in its primary markets and expanding into other attractive markets.

The Company tracks Same Property performance which compares those properties that were in-service for all of a two year period. The net operating income from the same property portfolio increased 6.4% for the six months ended June 30, 2001, compared to the six months ended June 30, 2000.

The following table sets forth information regarding the Company’s in-service portfolio of rental properties as of June 30, 2001 and 2000 (in thousands, except percentages):

		Total		Percent of
		Square Feet		Total Square Feet				Percent Occupied

Type		2001	2000	2001		2000		2001		2000

Industrial
	Service Centers	13,878	12,962	13.70	%	13.52	%	90.20	%	93.04	%
	Bulk	62,274	60,433	61.48	%	63.06	%	92.83	%	92.41	%
Office		22,687	19,728	22.40	%	20.59	%	88.49	%	92.74	%
Retail		2,448	2,708	2.42	%	2.83	%	95.55	%	96.52	%

	Total	101,287	95,831	100.00	%	100.00	%	91.56	%	92.68	%

The following table reflects the Company’s in-service portfolio lease expiration schedule as of June 30, 2001, by product type indicating square footage and annualized net effective rents under expiring leases (in thousands, except per square foot amounts):

	Total
	Portfolio					Industrial			Office			Retail

Year of	Square	Ann. Rent				Square	Ann. Rent		Square	Ann. Rent		Square	Ann. Rent
Expiration	Feet	Revenue		Percent		Feet	Revenue		Feet	Revenue		Feet	Revenue

2001	4,715	$	27,721	4	%	3,869	$	17,455	823	$	9,970	23	$	296
2002	9,869	62,129		10	%	7,944	38,652		1,856	22,496		69	981
2003	10,372	68,679		11	%	8,260	41,430		1,997	25,825		115	1,424
2004	11,321	76,848		12	%	8,781	42,328		2,446	33,209		94	1,311
2005	13,420	94,488		14	%	10,257	49,675		2,881	41,968		282	2,845
2006	11,040	76,165		12	%	8,552	40,830		2,426	34,567		62	768
2007	5,632	39,257		6	%	4,596	24,529		981	14,052		55	676
2008	5,852	38,409		6	%	4,633	21,460		1,162	16,316		57	633
2009	6,268	38,474		6	%	5,125	21,984		1,060	15,279		83	1,211
2010	5,707	46,467		7	%	3,796	18,612		1,624	25,391		287	2,464
2011 and Thereafter	8,543	75,518		12	%	4,511	21,078		2,820	42,655		1,212	11,785

Total Leased	92,739	$	644,155	100	%	70,324	$	338,033	20,076	$	281,728	2,339	$	24,394


Total Portfolio
Square Feet	101,287					76,152			22,687			2,448


Annualized neteffective rentper square foot		$	6.95				$	4.81		$	14.03		$	10.43

The Company also expects to realize growth in earnings from rental operations through (i) the development and acquisition of additional rental properties in its primary markets; (ii) the expansion into other attractive markets; and (iii) the completion of the 7.6 million square feet of properties under development by the Company at June 30, 2001, over the next three quarters and thereafter. These properties under development should provide future earnings through Service Operations income upon sale or from rental operations growth for the Company as they are placed in service as follows (in thousands, except percent leased and stabilized returns):

Anticipated
In-Service	Square	Percent		Project		Stabilized
Date	Feet	Leased		Costs		Return


Held For Rental:

3^rd Quarter 2001	2,089	27	%	$	115,958	11.4	%
4^th Quarter 2001	1,930	21	%	83,354		11.5	%
1^st Quarter 2002	669	36	%	64,393		11.6	%
Thereafter	345	52	%	42,255		11.2	%

	5,033	27	%	$	305,960	11.4	%

Build-to-Suit for Sale:

3^rd Quarter 2001	931	100	%	$	47,179
4^th Quarter 2001	1,437	100	%	80,805
1^st Quarter 2002	—	-		-
Thereafter	184	-		14,955

	2,552	93	%	$	142,939

Total	7,585	49	%	$	448,899

Results of Operations

Following is a summary of the Company’s operating results and property statistics for the three and six months ended June 30, 2001 and 2000 (in thousands, except number of properties and per share amounts):

	Three Months Ended June 30,				Six Months Ended June 30,
	2001		2000		2001		2000

Rental Operations revenue	$	181,768	$	178,408	$	365,736	$	353,142
Service Operations revenue	23,627		25,041		45,949		39,106
Earnings from Rental Operations	67,300		56,079		132,716		111,403
Earnings from Service Operations	9,227		10,953		18,515		16,329
Operating income	71,839		62,522		142,516		118,058
Net income available for common shares	$	49,675	$	45,525	$	108,445	$	94,384
Weighted average common shares outstanding	129,131		126,597		128,765		126,334
Weighted average common and dilutive potentialcommon shares	149,572		147,181		151,369		146,754
Basic income per common share	$	0.39	$	0.36	$	0.84	$	0.75
Diluted income per common share	$	0.38	$	0.36	$	0.83	$	0.74

Number of in-service properties at end of period	905		886		905		886
In-service square footage at end of period	101,287		95,831		101,287		95,831
Under development square footage at end of period	7,585		7,455		7,585		7,455

Comparison of Three Months Ended June 30, 2001 to Three Months Ended June 30, 2000

Rental Operations

Rental Operations revenue increased to $181.8 million from $178.4 million for the three months ended June 30, 2001, compared to the same period in 2000 primarily due to equity in earnings of unconsolidated companies increasing from $4.2 million for the three months ended June 30, 2000, to $7.3 million for the same period in 2001. This increase is the result of the Company contributing $469 million of property to a joint venture in October 2000. The Company holds a 50% interest in this venture. Additionally, the Company increased its in-service portfolio from 886 properties at June 30, 2000, to 905 properties at June 30, 2001. The following summary of the Company's acquisition and development activity since January 1, 2000:

				Square
		Buildings		Feet

Properties owned as of:
January 1, 2000		865		92,502
	Acquisitions	2		169
	Developments placed in service	75		11,546
	Dispositions	(53	)	(6,586	)
	Contributions from joint venture
	Partners	24		3,331

December 31, 2000		913		100,962
	Acquisitions	5		258
	Developments placed in service	27		4,301
	Dispositions	(40	)	(4,234	)

June 30, 2001		905		101,287

Rental, real estate and depreciation and amortization expenses remained consistent during the three months ended June 30, 2000 and 2001, as the Company's portfolio of in-service property has not changed significantly over the past year. Additionally, the Company has placed a greater emphasis in cost cutting measures within its in-service portfolio over the past year in an effort to control operating expenses.

The $7.6 million decrease in interest expense is primarily attributable to lower outstanding balances on the Company's lines of credit associated with the financing of the Company's investment and operating activities.

As a result of the above-mentioned items, earnings from Rental Operations increased $11.2 million from $56.1 million for the three months ended June 30, 2000, to $67.3 million for the three months ended June 30, 2001.

Service Operations

Service Operations revenues decreased by $1.4 million from $25.0 million for the three months ended June 30, 2000, to $23.6 million for the three months ended June 30, 2001, primarily as a result of decreases in construction and development income from third party construction.

Service Operations expenses increased slightly for the three months ended June 30, 2001, compared to the same period in 2000 as the Company has reduced overhead and employee related costs throughout 2001 in an effort to minimize the effects of decreased construction and development activity.

As a result, earnings from Service Operations decreased from $11.0 million for the three months ended June 30, 2000, to $9.2 million for the three months ended June 30, 2001.

Other Income and Expenses

The Company has a disposition strategy to pursue favorable opportunities to dispose of real estate assets that no longer meet long-term investment objectives of the Company, which resulted in net sales proceeds of $94.1 million and a net gain of $146,000 during the three months ended June 30, 2001. While the Company continues to pursue favorable disposition opportunities, specific buildings were sold for minimal profits or losses in order to exit less strategic markets and less profitable sectors of larger markets.

In conjunction with this disposition strategy, included in net real estate investments are 58 buildings with a net book value of $215.3 million which were classified as held for sale by the Company at June 30, 2001. The Company expects to complete these and other dispositions and use the proceeds to fund future investments in real estate assets.

Net Income Available for Common Shareholders

Net income available for common shareholders for the three months ended June 30, 2001, was $49.7 million compared to net income available for common shareholders of $45.5 million for the three months ended June 30, 2000. This increase results primarily from the operating result fluctuations in rental and service operations explained above.

Comparison of Six Months Ended June 30, 2001 to Six Months Ended June 30, 2000

Rental Operations

Rental Operations revenue increased to $365.7 million from $353.1 million for the six months ended June 30, 2001, compared to the same period in 2000. This increase is due to a $10.2 million increase in equity in earnings of unconsolidated companies attributable to the Company's significant contribution of property to a 50% owned joint venture in October 2000 as discussed earlier in the analysis of the three month rental operations results.

Rental, real estate and depreciation and amortization expenses remained consistent during the six months ended June 30, 2000 and 2001, due to minor changes in the Company's portfolio of in-service properties from 2000 and concentrated efforts by the Company to reduce operational expenses within its rental properties.

The $10.7 million decrease in interest expense is primarily attributable to lower outstanding debt balances on the Company's lines of credit associated with the financing of the Company's investment and operating activities.

As a result of the above-mentioned items, earnings from Rental Operations increased $21.3 million from $111.4 million for the six months ended June 30, 2000, to $132.7 million for the six months ended June 30, 2001.

Service Operations

Service Operations revenues increased by $6.8 million from $39.1 million for the six months ended June 30, 2000, to $45.9 million for the six months ended June 30, 2001, primarily as a result of increases in construction and development income from third party construction.

Service Operations operating expenses increased from $22.8 million for the six months ended June 30, 2000, to $27.4 million for the six months ended June 30, 2001, primarily due to the overall growth of the Company and the increased portfolio of buildings associated with this growth.

As a result, earnings from Service Operations increased from $16.3 million for the six months ended June 30, 2000, to $18.5 million for the six months ended June 30, 2001.

Other Income and Expenses

Net Income Available for Common Shareholders

Net income available for common shareholders for the six months ended June 30, 2001, was $108.4 million compared to net income available for common shareholders of $94.4 million for the six months ended June 30, 2000. This increase results primarily from the operating result fluctuations in rental and service operations explained above.

Liquidity and Capital Resources

Net cash provided by operating activities totaling $219.6 million and $174.1 million for the six months ended June 30, 2001 and 2000, respectively, represents the primary source of liquidity to fund distributions to shareholders, unitholders and the other minority interests and to fund recurring costs associated with the renovation and re-letting of the Company’s properties.

Net cash used by investing activities totaling $19.6 million and $258.0 million for the six months ended June 30, 2001 and 2000, respectively, represents the investment of funds by the Company to expand its portfolio of rental properties through the development and acquisition of additional rental properties net of proceeds received from property sales.

Net cash provided by (used for) financing activities totaling ($136.1) million and $106.8 million for the six months ended June 30, 2001 and 2000, respectively, is comprised of debt and equity issuances, net of distributions to shareholders and minority interests and repayments of outstanding indebtedness. In the first six months of 2001, the Company received $30.6 million of net proceeds from the issuance of common shares and $72.3 million of net proceeds from the issuance of preferred shares. Additionally, the Company received $175.0 million of proceeds from the issuance of unsecured debt. All proceeds were used to reduce amounts outstanding under the Company’s lines of credit and to fund the development and acquisition of additional rental properties.

In the first six months of 2000, the Company received $13.9 million of net proceeds from the issuance of common shares which was used to reduce amounts outstanding under the Company’s lines of credit and to fund the development and acquisition of additional rental properties.

The Company has the following lines of credit available:

	Borrowing					Outstanding
	Capacity		Maturity	Interest		at June 30, 2001
Description	(in 000’s)		Date	Rate		(in 000’s)

Unsecured Line of Credit	$	500,000	February 2004	LIBOR + .65	%	$	0
Unsecured Line of Credit	150,000		July 2002	LIBOR + .675	%	$	0
Secured Line of Credit	150,000		January 2003	LIBOR + 1.05	%	$	68,409

The lines of credit are used to fund development and acquisition of additional rental properties and to provide working capital.

The Company renewed its $150 million unsecured line of credit, reducing the interest rate from LIBOR + .775% to LIBOR + .675% and extended the maturity date to July 2002.

The Company currently has on file one Form S-3 Registration Statement with the Securities and Exchange Commission (“Shelf Registration”) which had remaining availability as of June 30, 2001, of approximately $692.9 million to issue common stock, preferred stock or unsecured debt securities. The Company intends to issue additional equity or debt under this Shelf Registration as capital needs arise to fund the development and acquisition of additional rental properties. The Company also plans to file additional shelf registrations as necessary.

The total debt outstanding at June 30, 2001, consists of notes totaling approximately $1.9 billion with a weighted average interest rate of 7.16% maturing at various dates through 2028. The Company has $1.5 billion of unsecured debt and $442.3 million of secured debt outstanding at June 30, 2001. Scheduled principal amortization of such debt totaled $4.9 million for the six months ended June 30, 2001.

Following is a summary of the scheduled future amortization and maturities of the Company’s indebtedness at June 30, 2001 (in thousands):

	Future Repayments
							Weighted Average
	Scheduled						Interest Rate of
Year	Amortization		Maturities		Total		Future Repayments

2001	$	5,565	$	162,279	$	167,844	7.24	%
2002	11,095		50,000		61,095		7.29	%
2003	10,931		349,622		360,553		7.23	%
2004	9,212		176,186		185,398		7.39	%
2005	7,824		219,642		227,466		7.17	%
2006	6,730		146,179		152,909		7.09	%
2007	4,910		116,554		121,464		7.09	%
2008	3,605		100,000		103,605		6.75	%
2009	3,863		275,000		278,863		7.31	%
2010	4,190		-		4,190		6.79	%
Thereafter	15,383		225,000		240,383		6.90	%

Total	$	83,308	$	1,820,462	$	1,903,770	7.16	%

Funds From Operations

Management believes that Funds From Operations (“FFO”), which is defined by the National Association of Real Estate Investment Trusts as net income or loss excluding gains or losses from debt restructuring and sales of depreciated operating property, plus operating depreciation and amortization, and adjustments for minority interest and unconsolidated companies (adjustments for minority interest and unconsolidated companies are calculated to reflect FFO on the same basis), is the industry standard for reporting the operations of real estate investment trusts.

The following table reflects the calculation of the Company’s FFO for the three and six months ended June 30 as follows (in thousands):

		Three Months Ended June 30,						Six Months Ended June 30,
		2001			2000			2001			2000

Net income available for common shares		$	49,675		$	45,525		$	108,445		$	94,384
Add back:
	Depreciation and amortization	37,995			38,748			78,309			78,115
	Share of joint venture adjustments	4,276			1,633			5,413			3,050
	(Earnings) loss from depreciated operating property dispositions	2,497			(2,090		)	(9,343		)	(12,748		)
	Minority interest share of add-backs	(5,689		)	(5,026		)	(9,478		)	(8,981		)

Funds From Operations		$	88,754		$	78,790		$	173,346		$	153,820

Cash flow provided by (used by):
	Operating activities	$	126,273		$	74,877		$	219,614		$	174,142
	Investing activities	23,803			(75,591		)	(19,646		)	(257,982		)
	Financing activities	(85,940		)	4,518			(136,132		)	106,792

The increase in FFO for the three and six months ended June 30, 2001, compared to the three and six months ended June 30, 2000, results primarily from the increases in rental operations discussed above under “Results of Operations.”

While management believes that FFO is the most relevant and widely used measure of the Company's operating performance, such amount does not represent cash flow from operations as defined by generally accepted accounting principles, should not be considered as an alternative to net income as an indicator of the Company's operating performance, and is not indicative of cash available to fund all cash flow needs.

Part II - Other Information

Item 1. Legal Proceedings

None

Item 2. Changes in Securities

None

Item 3. Defaults upon Senior Securities

None

Item 4. Submission of Matters to a Vote of Security Holders

At the annual meeting of the shareholders of the Company, holders of 118,92,753 common shares were represented in person or by proxy at said meeting, there were 128,294,812 common shares which could be voted at said meeting and that the votes were as follows:

1. Regarding the proposal to elect five (5) Directors of the Company:

	FOR	AGAINST

Geoffrey Button	115,558,686	3,364,063
William Cavanaugh III	113,524,454	5,398,294
Ngaire E. Cuneo	113,504,649	5,418,099
Charles R. Eitel	115,553,065	3,369,683
Darell E. Zink, Jr.	115,538,937	3,383,811

2. Regarding the proposal to approve the 2000 Performance Share Plan of Duke-Weeks Realty Corporation:

FOR	AGAINST	ABSTAIN


115,241,636	3,147,901	509,925

3. Regarding the proposal to approve an amendment to the 1995 Dividend Increase Unit Plan of Duke-Weeks Realty Services Limited Partnership authorizing the issuance of an additional 1,000,000 shares of the Company's common stock under the Plan.

FOR	AGAINST	ABSTAIN


115,745,397	2,756,701	402,473

4. Regarding the proposal to approve the amendment to the 1999 Director's Stock Option and Dividend Increase Unit Plan of Duke Realty Investments, Inc.

FOR	AGAINST	ABSTAIN


109,622,232	8,652,291	629,306

5. To consider and act upon a proposal by a shareholder requesting that the Board of Directors repeal the Shareholders Rights Plan unless such Plan is approved by the shareholders.

FOR	AGAINST	ABSTAIN


50,702,996	48,744,777	1,649,859

Item 5. Other Information

When used in this Form 10-Q, the words "believes," "expects," "estimates" and similar expressions are intended to identify forward-looking statements. Such statements are subject to certain risks and uncertainties which could cause actual results to differ materially. In 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 illiquidity of real estate investments. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. The Company undertakes no obligation to publicly release the results of any revisions to these forward-looking statements which may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. Readers are also advised to refer to the Company's Form 8-K Report as filed with the U.S. Securities and Exchange Commission on March 28, 1996 for additional information concerning these risks.

Item 6. Exhibits and Reports on Form 8-K

Exhibits

Exhibit 15. Letter regarding unaudited interim financial information

Reports on Form 8-K

None.

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-WEEKS REALTY CORPORATION

			Registrant


Date:	August 13, 2001	/s/	Thomas L. Hefner

			President and
			Chief Executive Officer

		/s/	Darell E. Zink, Jr.

			Executive Vice President and
			Chief Financial Officer

		/s/	Dennis D. Oklak

			Executive Vice President and
			Chief Administrative Officer
			(Chief Accounting Officer)

State of Incorporation:	IRS Employer ID Number:

Indiana	35-1740409

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
	SECURITIES EXCHANGE ACT OF 1934

o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
	SECURITIES EXCHANGE ACT OF 1934