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):  September 12, 2005

DUKE REALTY CORPORATION

(Exact name of registrant as specified in its charter)

Indiana	1-9044	35-1740409
(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 1.01.              Entry into a Material Definitive Agreement

On September 12, 2005, Duke Realty Limited Partnership (the “Company”), of which Duke Realty Corporation is the sole gneral partner, Duke Realty Ohio (“DRO”), Edenvale Executive Center, L.L.C. (“EEC”), MV Minneapolis Lunar Pointe I, LLC (“MVM”), Dugan Realty, L.L.C. (“Dugan”), Weeks Development Partnership (“Weeks”), Duke Construction Limited Partnership (“DCLP”) (collectively, “Seller”), and FirstCal Industrial 2 Acquisition, LLC (“Buyer”) entered into an Agreement for Purchase and Sale (the “Purchase Agreement”) pursuant to which the Buyer agreed to purchase all of Seller’s right, title and interest in a portfolio of real estate properties consisting of 14.4 million square feet of primarily light distribution and service center properties located in eight of the Company’s existing markets across the Southeast and Midwest.  The purchase price, which was determined through arm’s length negotiations between the parties, will be approximately $1,009,000,000 to be paid in cash at closing.  As of September 13, 2005, the Buyer had paid a nonrefundable earnest money deposit of $10,000,000.

The closing of the transactions contemplated by the Purchase Agreement is subject to the satisfaction of certain customary closing conditions.  There are no assurances that the conditions will be met or that the transaction will be consummated.  The parties to the Agreement anticipate that the closing will occur on or before September 30, 2005.  Neither the Company nor the other Sellers, nor any affiliates of the Company or other Sellers, have a material relationship with the Buyer.

On September 14, 2005, the Company issued a press release announcing the execution of the Purchase Agreement.  A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01.              Financial Statements and Exhibits

(c)	Exhibits.
	99.1	Press Release, dated September 14, 2005.

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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 hereunto duly authorized.

		DUKE REALTY CORPORATION
		By:	/s/ Howard L. Feinsand
			Howard L. Feinsand
			Executive Vice President,
			General Counsel and Secretary
Dated:	September 14, 2005

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EX-99.1

Exhibit 99.1

For Immediate Release	For Investor Inquiries, contact:
September 14, 2005	Thomas K. Peck
2005-12	317.808.6168
	For Media Inquiries, contact:
	Tom Wiser
	317.808.6137

Duke Realty Agrees to Sale of $1 Billion Industrial Portfolio

FirstCal Industrial 2 Acquisition, LLC Enters Contract to Purchase

Portfolio of 216 Industrial Buildings

Indianapolis – Duke Realty Corporation (NYSE/DRE) announced today that it has entered into an agreement to sell a 14.4 million square foot portfolio of primarily light distribution and service center properties located in eight of its existing markets across the Southeast and Midwest.  FirstCal Industrial 2 Acquisition, LLC, a joint venture between First Industrial Realty Trust, Inc. and the California State Teachers Retirement System, has agreed to buy the 216-building portfolio for approximately $1.01 billion.  Closing of the transaction is subject to certain customary closing conditions and is expected to occur on or before September 30, 2005.  After the closing, Duke expects to pay a special dividend to its common shareholders of $0.90 to $1.20 per share in the fourth quarter of 2005.  This compares to the Company’s previously announced expectation of $0.50 to $1.00 per share.

Commenting on the transaction, Denny Oklak, Duke’s Chairman and Chief Executive Officer, stated,

“The sale of this portfolio is a continuation of our long-term strategy of recycling assets into higher yielding new developments.  Within the industrial side of our business, it also greatly accelerates our ownership focus toward newly developed bulk warehouse properties in top-tier distribution markets such as Atlanta, Chicago, Dallas and Indianapolis.”

- more -

Duke Realty Corporation specializes in the ownership, construction, development, leasing and management of office and industrial real estate.  Duke’s properties encompass approximately 114 million rentable square feet and are leased by a diverse and stable base of more than 4,300 tenants.  Duke also provides these services through its Service Operations Group to approximately 250 tenants in more than 8.3 million square feet of space in properties owned by third-party clients.  In addition, Duke owns or controls more than 4,400 acres of undeveloped land that can support approximately 65 million square feet of future development.

As one of the most vertically-integrated real estate companies in the U.S., Duke maintains a full construction management and leasing staff, constructing buildings for itself as well as for third-parties.  Through a joint venture with Bremner Healthcare, Duke is well positioned to provide development expertise to medical office clients.  In addition to its office and industrial focus in 13 primary operating platforms in the Midwest and Southeast United States, Duke selectively pursues retail development opportunities, as well as nationwide opportunities through its National Development and Construction Group.  Visit Duke on the web at www.dukerealty.com.

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