SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

FESSLER ROBERT D

(Last)

(First)

(Middle)

3950 SHACKLEFORD ROAD, SUITE 300

(Street)

DULUTH

30096

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
DUKE REALTY CORP [ DRE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Regional EVP - Atlanta

3. Date of Earliest Transaction (Month/Day/Year)
11/09/2005

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock								15,022	D
Common Stock								7,683	I	By 401(k)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Units of Duke Realty Limited Partnership	⁽¹⁾							10/04/1994	⁽¹⁾	Common Stock	12,822		12,822	D
Employee Stock Options - Right to Buy	$24.25	11/09/2005		D⁽²⁾			14,220	⁽²⁾	11/09/2005	Common Stock	14,220	⁽²⁾	0	D
Employee Stock Options - Right to Buy	$23.5541	11/09/2005		A⁽²⁾		14,631		⁽³⁾	01/28/2008	Common Stock	14,631	⁽²⁾	14,631	D
Employee Stock Options - Right to Buy	$24.98	11/09/2005		D⁽²⁾			13,804	⁽²⁾	11/09/2005	Common Stock	13,804	⁽²⁾	0	D
Employee Stock Options - Right to Buy	$24.2632	11/09/2005		A⁽²⁾		14,203		⁽⁴⁾	01/31/2011	Common Stock	14,203	⁽²⁾	14,203	D
Employee Stock Options - Right to Buy	$23.35	11/09/2005		D⁽²⁾			14,768	⁽²⁾	11/09/2005	Common Stock	14,768	⁽²⁾	0	D
Employee Stock Options - Right to Buy	$22.6799	11/09/2005		A⁽²⁾		15,196		⁽⁵⁾	01/30/2012	Common Stock	15,196	⁽²⁾	15,196	D
Employee Stock Options - Right to Buy	$25.42	11/09/2005		D⁽²⁾			12,344	⁽²⁾	11/09/2005	Common Stock	12,344	⁽²⁾	0	D
Employee Stock Options - Right to Buy	$24.6905	11/09/2005		A⁽²⁾		12,700		⁽⁶⁾	02/19/2013	Common Stock	12,700	⁽²⁾	12,700	D
Employee Stock Options - Right to Buy	$29.23	11/09/2005		D⁽²⁾			10,000	⁽²⁾	11/09/2005	Common Stock	10,000	⁽²⁾	0	D
Employee Stock Options - Right to Buy	$28.3912	11/09/2005		A⁽²⁾		10,289		⁽⁷⁾	07/30/2013	Common Stock	10,289	⁽²⁾	10,289	D
Employee Stock Options - Right to Buy	$32.51	11/09/2005		D⁽²⁾			17,678	⁽²⁾	11/09/2005	Common Stock	17,678	⁽²⁾	0	D
Employee Stock Options - Right to Buy	$31.5771	11/09/2005		A⁽²⁾		18,190		⁽⁸⁾	01/28/2014	Common Stock	18,190	⁽²⁾	18,190	D
Employee Stock Options - Right to Buy	$32.33	11/09/2005		D⁽²⁾			27,479	⁽²⁾	11/09/2005	Common Stock	27,479	⁽²⁾	0	D
Employee Stock Options - Right to Buy	$31.4022	11/09/2005		A⁽²⁾		28,275		⁽⁹⁾	02/10/2015	Common Stock	28,275	⁽²⁾	28,275	D
Phantom Stock Units	⁽¹⁰⁾							⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	1,747		1,747	D

Explanation of Responses:

1. Units of Duke Realty Limited Partnership are convertible on a one to one basis to the Company's common stock and have no expiration date.

2. The reported transactions are a result of option modifications permitted as a result of the issuer's payment of an extraordinary cash dividend. This modification resulted in a deemed cancellation of the "old" option and the grant of a replacement option.

3. The options were originally granted on 1/28/98 and provided for vesting at 20% per year commencing on that date. The options were fully vested on 1/28/03.

4. The options were originally granted on 1/31/01 and provide for vesting at 20% per year commencing on that date. The options will be fully vested on 1/31/06.

5. The options were originally granted on 1/30/02 and provide for vesting at 20% per year commencing on that date. The options will be fully vested on 1/30/07.

6. The options were originally granted on 2/19/03 and provide for vesting at 20% per year commencing on that date. The options will be fully vested on 2/19/08.

7. The options were originally granted on 7/30/03 and provide for vesting at 20% per year commencing on that date. The options will be fully vested on 7/30/08.

8. The options were originally granted on 1/28/04 and provide for vesting at 20% per year commencing on that date. The options will be fully vested on 1/28/09.

9. The options were originally granted on 2/10/05 and provide for vesting at 20% per year commencing on that date. The options will be fully vested on 2/10/10.

10. Represents phantom stock units vested under the 2000 Performance Share Plan of Duke Realty Corporation. The units are valued on a one to one basis to the Company's common stock and are to be settled in cash upon the termination of employment.

Remarks:

	Valerie J. Steffen for Robert D. Fessler per POA previously filed	11/11/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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