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 22, 2008

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, IN 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)

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 5.03.        Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On February 22, 2008, Duke Realty Corporation (the “Company”) filed with the Secretary of State of the State of Indiana a designating amendment (the “Designating Amendment”) to the Company’s Third Restated Articles of Incorporation (the “Articles”), establishing the amount, terms and rights of the Company’s 8.375% Series O Cumulative Redeemable Preferred Shares, par value $0.01 per share (the “Series O Preferred Shares”). Pursuant to General Instruction F to the Securities and Exchange Commission’s (the “Commission”) Form 8-K, the Designating Amendment filed as Exhibit 3.1 to the Company’s Registration Statement on Form 8-A, filed with the Commission on February 22, 2008, is incorporated into this Item 5.03 by this reference.

Item 8.01.        Other Events.

On February 22, 2008, the Company completed the issuance of 1,100,000 shares of its Series O Preferred Shares to American Stock Transfer & Trust Company, as depositary, and the related issuance and sale to the public of 11,000,000 Depositary Shares, each representing 1/10th of a share of the Company’s Series O Preferred Shares.  The Depositary Shares were registered with the Commission pursuant to the Company’s registration statement on Form S-3 (Registration Statement No. 333-136173) (as the same may be amended or supplemented, the “Registration Statement”), under the Securities Act of 1933, as amended.

Item 9.01.        Financial Statements and Exhibits.

The following exhibits are filed with this Report pursuant to Item 601 of the Commission’s Regulation S-K in lieu of filing the otherwise required exhibits to the Registration Statement. This Current Report on Form 8-K (the “Report”) is incorporated by reference into the Registration Statement, and, as such, the Company is filing the following exhibits to cause them to be incorporated by reference into the Registration Statement as exhibits thereto. By filing this Report, and the exhibits hereto, however, the Company does not believe that any of the information set forth herein or in the exhibits hereto represent, either individually or in the aggregate, a “fundamental change” (as such term is used in Item 512(a)(1)(ii) of the Commission’s Regulation S-K) in the information set forth in, and incorporated by reference into, the Registration Statement.

ExhibitNumber	Description
3.1	Designating Amendment to the Third Restated Articles of Incorporation of Duke Realty Corporation, establishing the amount, terms and rights of Duke Realty Corporation’s 8.375% Series O Cumulative Redeemable Preferred Shares (filed as Exhibit 3.1 to the Company’s Registration Statement on Form 8-A, as filed with the SEC on February 22, 2008, File No. 001-09044, and incorporated herein by this reference).
4.1	Deposit Agreement, dated as of February 22, 2008, by and among Duke Realty Corporation, American Stock Transfer & Trust Company, as depositary, and the holders from time to time of the Depositary Receipts (which includes as an exhibit thereto the form of Depositary Receipt) (filed as Exhibit 4.1 to the Company’s Registration Statement on Form 8-A, as filed with the SEC on February 22, 2008, File No. 001-09044, and incorporated herein by this reference).

2

4.2	Form of certificate representing the Series O Preferred Shares (filed as Exhibit 4.2 to the Company’s Registration Statement on Form 8-A, as filed with the SEC on February 22, 2008, File No. 001-09044, and incorporated herein by this reference)
5.1	Legality Opinion of Alston & Bird LLP.
8.1	Tax Opinion of Alston & Bird LLP.
23.1	Consent of Alston & Bird LLP (included in Exhibit 5.1.
23.2	Consent of Alston & Bird LLP (included in Exhibit 8.1).
99.1	Other Expenses of Issuance and Distribution (as required by Item 14 of Part II of Form S-3).

3

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
February 26, 2008	By:	/s/ Howard L. Feinsand
		Name:  Howard L. Feinsaind
		Title:  Executive Vice President, General Counsel and Corporate Secretary

4

EX-5.1

Exhibit 5.1

ALSTON&BIRD LLP

One Atlantic Center

1201 West Peachtree Street

Atlanta, GA 30309-3424

404-881-7000

Fax: 404-881-7777

www.alston.com

Mark C. Kanaly Direct Dial: (404) 881-7975 E-mail: mkanaly@alston.com

February 22, 2008

Duke Realty Corporation

600 East 96th Street, Suite 100

Indianapolis, IN  46240

Re:Duke Realty Corporation — Registration Statement on Form S-3 (Registration Statement No. 333-136173), filed with the Securities and Exchange Commission on July 31, 2006

Ladies and Gentlemen:

We have acted as counsel to Duke Realty Corporation, an Indiana corporation (the “Company”), and Duke Realty Limited Partnership, an Indiana limited partnership (the “Operating Partnership,” and, together with the Company, the “Duke Entities”), in connection with the Duke Entities’ filing of the above referenced shelf registration statement (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”).  We are furnishing this opinion letter to you pursuant to Item 16 of the Commission’s Form S-3 and Item 601(b)(5) of the Commission’s Regulation S-K, in connection with the Company’s issuance of up to 12,650,000 depositary shares (the “Depositary Shares”), each of which represents a 1/10th interest in a 8.375% Series O Cumulative Redeemable Preferred Share (the “Series O Preferred Shares”), pursuant to the Company’s prospectus, dated August 3, 2007 (the “Prospectus”), included in the Registration Statement, and the related preliminary and final prospectus supplements, dated February 13, 2008 and February 14, 2008, respectively (collectively, the “Prospectus Supplement”).  The depositary receipts (the “Depositary Receipts”) evidencing the Depositary Shares are issuable pursuant to a Deposit Agreement, dated as of February 22, 2008 (the “Deposit Agreement”), by and among the Company, American Stock Transfer & Trust Company, as depositary (the “Depositary”), and the holders from time to time of the Depositary Receipts.  The Depositary Shares are being issued and sold to the several underwriters (the “Underwriters”) named in the Terms Agreement, dated as of February 14, 2008 (the “Terms Agreement”), by and among the Company, the Operating Partnership and the Underwriters, which incorporates by reference in its entirety and amends in certain respects the Underwriting Agreement, dated August 17, 2006 and attached as Annex A

3201 Beechleaf Court, Suite 600 Raleigh, NC 27604-1062 919-862-2200 Fax: 919-862-2260 Bank of America Plaza 101 South Tryon Street, Suite 4000 Charlotte, NC 28280-4000 704-444-1000 Fax: 704-444-1111 90 Park Avenue New York, NY 10016 212-210-9400 Fax: 212-210-9444 601 Pennsylvania Avenue, N.W. North Building, 10^th Floor Washington, DC 20004-2601 202-756-3300 Fax: 202-756-3333

thereto (together with the Terms Agreement, collectively, the “Underwriting Agreement”).

In the capacity described above, we have considered such matters of law and of fact, including the examination of originals or copies, certified or otherwise identified to our satisfaction, of such records and documents of the Duke Entities, including, without limitation, resolutions adopted by the boards of directors or other governing bodies or controlling entities of the Duke Entities and the organizational documents of the Duke Entities, certificates of officers and representatives (who, in our judgment, are likely to know the facts upon which the opinion or confirmation will be based) of the Duke Entities, certificates of public officials and such other documents as we have deemed appropriate as a basis for the opinions hereinafter set forth.  We also have made such further legal and factual examinations and investigations as we deemed necessary for purposes of expressing the opinion set forth herein.

As to certain factual matters relevant to this opinion letter, we have relied upon the representations and warranties made in the agreements and other documents entered into by the Duke Entities in connection with the issuance of the Series O Preferred Shares and the related Depositary Shares, including, without limitation, the Deposit Agreement and the Underwriting Agreement, certificates and statements of responsible officers of the Duke Entities, and certificates of public officials.  Except to the extent expressly set forth herein, we have made no independent investigations with regard thereto, and, accordingly, we do not express any opinion or belief as to matters that might have been disclosed by independent verification.

In our examination of the relevant documents, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the accuracy and completeness of all documents submitted to us, the authenticity of all original documents and the conformity to authentic original documents of all documents submitted to us as copies (including telecopies).  This opinion letter is given, and all statements herein are made, in the context of the foregoing.

Our opinion set forth below is limited to the Indiana Business Corporation Law, applicable provisions of the Constitution of the State of Indiana and reported judicial decisions interpreting such Corporation Law and Constitution that, in our professional judgment, are normally applicable to transactions of the type contemplated by the Deposit Agreement and the Underwriting Agreement, and we do not express any opinion herein concerning any other laws.

Based upon the foregoing, and subject, in all respects, to the assumptions, qualifications and limitations set forth in this opinion letter, it is our opinion that (i) the Series O Preferred Shares have been duly authorized by the Company, and when issued and delivered by the Company to the Depositary pursuant to the Deposit Agreement and the Underwriting Agreement, and upon payment of the consideration for the related Depositary Shares as specified in the Underwriting Agreement, will be validly issued,

fully paid and non-assessable, and (ii) the issuance of the Depositary Shares has been duly authorized by the Company and, when issued and delivered by the Company to the Underwriters pursuant to the Underwriting Agreement and the Deposit Agreement, the Depositary Shares will represent legal and valid interests in the Series O Preferred Shares pursuant the Deposit Agreement and will entitle each registered holder thereof to the rights of such Depositary Shares pursuant to the Deposit Agreement.

This opinion letter is provided for use solely in connection with the transactions contemplated by the Registration Statement, the Prospectus and the Prospectus Supplement and may not be used, circulated, quoted or otherwise relied upon for any other purpose without our prior express written consent.  The only opinion rendered by us consists of those matters set forth in the sixth paragraph hereof, and no opinion may be implied or inferred beyond the opinion expressly stated.  Our opinion expressed herein is as of the date hereof, and we undertake no obligation to advise you of any changes in applicable law or any other matters that may come to our attention after the date hereof that may affect our opinion expressed herein.

We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement, and to the reference to this law firm under the caption “Legal Matters” in the Prospectus Supplement constituting a part of the Registration Statement.  In giving this consent, we do not thereby admit that we are an “expert” within the meaning of the Act.

Sincerely,
ALSTON & BIRD LLP
By:	/s/ Mark C. Kanaly
	Mark C. Kanaly
	A Partner

EX-8.1

Exhibit 8.1

ALSTON&BIRD LLP

601 Pennsylvania Avenue, N.W.

North Building, 10^th Floor

Washington, DC 20004-2601

202-756-3300

Fax: 202-756-3333

www.alston.com

February 22, 2008

Duke Realty Corporation

600 East 96^th Street, Suite 100

Indianapolis, IN  46240

Re:Duke Realty Corporation - Public Offering of up to 12,650,000 Depositary Shares

Ladies and Gentlemen:

We have represented Duke Realty Corporation, an Indiana corporation (the “Company”), in connection with the Company’s issuance of up to 12,650,000 depositary shares (the “Depositary Shares”), each of which represents a 1/10th interest in a 8.375% Series O Cumulative Redeemable Preferred Share (the “Series O Preferred Shares”), pursuant to the Company’s prospectus, dated August 3, 2007 (the “Base Prospectus”), included in the Registration Statement, and the related preliminary and final prospectus supplements, dated February 13, 2008 and February 14, 2008, respectively (collectively, the “Prospectus Supplement”).  This opinion is rendered pursuant to Item 16 of Form S-3 and Item 601(b)(8) of Regulation S-K.

You have requested our opinion as to (i) the qualification of the Company as a real estate investment trust (“REIT”) under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the “Code”) and (ii) the accuracy of the discussion of US federal income tax considerations contained under the caption “Federal Income Tax Considerations” in the Prospectus and in the Prospectus Supplement under the caption “Certain Federal Income Tax Considerations.”

In connection with this opinion, we have made such legal and factual inquiries as we have deemed necessary or appropriate, including examination of the Company’s Registration Statement on Form S-3 (Registration Statement No. 333-136173), filed with the Commission on July 31, 2006 (as amended and supplemented from time to time and including the documents incorporated by reference therein, the “Registration Statement”), which includes the Company’s base prospectus, dated August 3, 2007 (the “Prospectus”), and the related preliminary and final prospectus supplements, dated February 13, 2008 and February 14, 2008, respectively (collectively, the “Prospectus Supplement”).  In addition, you have provided us with, an we are relying upon, a certificate containing

3201 Beechleaf Court, Suite 600 Raleigh, NC 27604-1062 919-862-2200 Fax: 919-862-2260 Bank of America Plaza 101 South Tryon Street, Suite 4000 Charlotte, NC 28280-4000 704-444-1000 Fax: 704-444-1111 90 Park Avenue New York, NY 10016 212-210-9400 Fax: 212-210-9444 One Atlantic Center 1201 West Peachtree Street Atlanta, GA 30309-3424 404-881-7000 Fax: 404-881-7777

certain factual representations and covenants of officers of the Company (the “Officer’sCertificate”) relating to, among other things, the actual and proposed operations of the Company and the entities in which it holds direct or indirect interests.  For purposes of our opinion, however, we have not made an independent investigation of the facts, representations and covenants set forth in the Officer’s Certificate, the Prospectus, the Prospectus Supplement, or in any other document.  In particular, we note that the Company may engage in transactions in connection with which we have not provided legal advice, and have not reviewed, and of which we may be unaware.  We have assumed and relied on the representations that the information presented in the Officer’s Certificate, the Prospectus, and the Prospectus Supplement accurately and completely describe all material facts relevant to our opinion.  We have assumed that such statements, representations and covenants are true without regard to any qualification as to knowledge or belief.  We are not, however, aware of any facts inconsistent with the representations contained in the Officer’s Certificate or the facts in the above referenced documents.  Our opinion is conditioned on the continuing accuracy and completeness of such statements, representations and covenants.  Any material change or inaccuracy in the facts referred to, set forth, or assumed herein or in the Officer’s Certificate may affect our conclusions set forth herein.

In rendering the opinion set forth herein, we have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures thereon, the legal capacity of natural persons executing such documents and the conformity to authentic original documents of all documents submitted to us as copies.

Based upon the foregoing, and subject, in all respects, to the assumptions, qualifications and limitations set forth in this opinion letter, it is our opinion that:

(i)Commencing with its taxable year ended December 31, 1999, the Company has been organized, and has operated, in conformity with the requirements for qualification and taxation of the Company as a REIT under the Code, and the present and proposed method of operation (as described in the Prospectus, the Prospectus Supplement, and the Officer’s Certificate) of the Company will permit the Company to continue to so qualify.

(ii)The statements in the Prospectus under the caption “Federal Income Tax Considerations” and in the Prospectus Supplement under the caption “Certain Federal Income Tax Considerations” to the extent that they constitute matters of law, summaries of legal matters, documents or proceedings, or legal conclusions, are correct in all material respects.

The Company’s qualification as a REIT depends on the Company’s ongoing satisfaction of the various requirements under the Code and described in the Prospectus under the caption “Federal Income Tax Considerations” relating to, among other things, the nature of the Company’s gross income, the composition of the Company’s assets, the

level of distributions to the Company’s shareholders, and the diversity of the Company’s ownership.  Alston & Bird LLP will not review the Company’s compliance with these requirements on a continuing basis.  No assurances can be given that the Company will satisfy these requirements.

An opinion of counsel merely represents counsel’s best judgment with respect to the probable outcome on the merits and is not binding on the Internal Revenue Service or the courts.  There can be no assurance that positions contrary to our opinion will not be taken by the Internal Revenue Service or that a court considering the issues would not hold contrary to such opinion.

The opinions expressed herein are given as of the date hereof and are based upon the Code, the Treasury regulations promulgated thereunder, current administrative positions of the Internal Revenue Service, and existing judicial decisions, any of which could be changed at any time, possibly on a retroactive basis.  Any such changes could adversely affect the opinions rendered herein.  In addition, as noted above, our opinions are based solely on the documents that we have examined and the representations that have been made to us, and cannot be relied upon if any of the facts contained in such documents or in such additional information is, or later becomes, inaccurate or if any of the representations made to us is, or later becomes, inaccurate.  Finally, our opinion is limited to the US federal income tax matters specifically covered herein, and we have not opined on any other tax consequences to the Company or any other person, and we express no opinion with respect to other federal laws, the laws of any other jurisdiction, the laws of any state or as to any matters of municipal law or the laws of any other local agencies within any state.

This opinion letter is provided to you for your use solely in connection with your sale of up to 12,650,000 Depositary Shares and may not be used, circulated, quoted or otherwise referred to or relied upon by any other person or for any other purpose without our express written consent or used in any other transaction or context.  No opinion other than that expressly contained herein may be inferred or implied.  This opinion letter is rendered as of the date hereof and we make no undertaking, and expressly disclaim any duty, to supplement or update this opinion letter, if, after the date hereof, facts or circumstances come to our attention or changes in the law occur which could affect such opinion.

Very truly yours,
ALSTON & BIRD LLP
By:	/s/ James E. Croker
	James E. Croker, Jr., Partner

EX-99.1

Exhibit 99.1

The estimated expenses incurred by Duke Realty Corporation (the “Company”) in connection with its issuance and sale of its 8.375% Cumulative Redeemable Preferred Shares and related Depositary Shares are set forth in the following table:

SEC Registration Fee*	$	12,429
Rating Agencies’ Fees	$	405,000
Printing and Engraving Costs	$	15,000
Legal Fees and Expenses	$	65,000
Accounting Fees and Expenses	$	20,000
Blue Sky Fees and Expenses	$	0
Depositary and Transfer Agent Fee	$	3,500
Miscellaneous	$	4,071
Total	$	525,000

*   On July 31, 2006, the “Company and the Duke Realty Limited Partnership (the “Operating Partnership”) filed with the Securities and Exchange Commission (the “Commission”) an Automatic Shelf Registration Statement (the “Registration Statement”) on Form S-3 for the registration of an indeterminate amount of various securities, including debt securities of the Operating Partnership. In connection with the filing of such Registration Statement, and in accordance with Rule 456(b) and Rule 457(r) under the Securities Act of 1933, as amended (the “Securities Act”), the Company and the Operating Partnership deferred payment of all registration fees, except for $39,739 that already had been paid with respect to $356 million aggregate public offering price of securities that were previously registered pursuant to Registration Statement No. 333-120492 and had not yet been issued and sold.  With respect to the Depositary Shares, the Company paid a registration fee of $12,429 (which is reflected in the table above).