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): February 2, 2006

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:

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

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

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

o Pre-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.

Amendments to Duke Realty Corporation 2005 Non-Employee Directors Compensation Plan

The Executive Compensation Committee of the Board of Directors of Duke Realty Corporation approved an amendment to the Duke Realty Corporation 2005 Non-Employee Directors Compensation Plan (the “Plan”) to impose two-year and one-year vesting periods, respectively, for initial and annual awards of restricted stock units to directors made under Article 6 of the Plan on and after February 10, 2006.

A copy of the amendment to the Plan is attached to this report as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01.Financial Statements and Exhibits.

(c)Exhibits

99.1 Amendment Two to the Duke Realty Corporation 2005 Non-Employee Directors Compensation Plan

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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
February 7, 2006	By:	/s/ Howard L. Feinsand
		Howard L. Feinsand
		Executive Vice President, General Counsel and Secretary

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EX-99.1

Exhibit 99.1

AMENDMENT TWO TO THE

2005 NON-EMPLOYEE DIRECTOR COMPENSATION PLAN OF

DUKE REALTY CORPORATION

THIS AMENDMENT TWO to the Duke Realty Corporation 2005 Non-Employee Director Compensation Plan (the “Plan”), was approved on October 26, 2005 by the Executive Compensation Committee of the Board of Directors of Duke Realty Corporation (the “Company”), to be effective for certain grants made on or after February 10, 2006.  Each capitalized term not otherwise defined herein has the meaning set forth in the Plan.

WITNESSETH:

WHEREAS, the Company adopted the Plan for the purposes set forth therein; and

WHEREAS, pursuant to Section 7.1 of the Plan, the Board has the right to amend the Plan from time to time; and

WHEREAS, the Board, acting through its Executive Compensation Comittee, has determined that it is in the best interests of the Company and its shareholders to amend the Plan to provide a one-year or two-year vesting period for certain restricted stock units granted under the Plan;

NOW, THEREFORE, the Plan is hereby amended in the following particulars:

1. The first paragraph of Section 6.3 of the Plan is hereby amended by deleting the existing paragraph in its entirety and substituting the following:

“6.3.VESTING.  Restricted Stock Units granted to an Eligible Participant under the Plan shall be credited to a bookkeeping account on behalf of the participant.  Restricted Stock Units granted pursuant to Section 6.1 on or after February 10, 2006 shall vest and become non-forfeitable on the second anniversary of the date of grant; Restricted Stock Units granted pursuant to Section 6.2 on or after February 10, 2006 shall vest and become non-forfeitable on the first anniversary of the date of grant; and Restricted Stock Units granted pursuant to Section 6.1 or 6.2 shall vest, if earlier than the aforementioned anniversary date: (i) upon the grantee’s separation from service from the Company due to his or her death, Director Disability or Director Retirement, or (ii) upon the occurrence of a Change in Control (in any such case, the “Vesting Date”).  If the grantee’s service as a director of the Company (whether or not in a Non-Employee Director capacity) terminates prior to vesting other than by reason of his or her death, Director Disability or Director Retirement or the occurrence of a Change in Control, then the grantee shall forfeit all of his or her right, title and interest in and to any unvested Restricted Stock Units as of the date of such termination from the Board and such Restricted Stock Units

shall be reconveyed to the Company without further consideration or any act or action by the grantee.”

All other provisions of the Plan, as heretofore amended, shall remain the same.

IN WITNESS WHEREOF, Duke Realty Corporation, by a duly authorized officer, has executed this Amendment Two to the Duke Realty Corporation 2005 Non-Employee Directors Compensation Plan.

DUKE REALTY CORPORATION
	By:	/s/ Dennis D. Oklak
		Dennis D. Oklak
		Chairman of the Board and Chief Executive Officer
Dated:  February 2, 2006