Sec Form 4 Filing - NEMECEK JOHN M @ DUKE REALTY CORP - 2004-01-05

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

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person NEMECEK JOHN M 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) Sr. VP, Asset/Property Mgnt. (Last) (First) (Middle) 3950 SHACKLEFORD ROAD, SUITE 300 3. Date of Earliest Transaction (MM/DD/YY) 01/05/2004 (Street) DULUTH,, GA30096-8268 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price Common Stock 01/05/2004 S 7,740 D $ 31.25 51,324( 1 ) D Common Stock 0 I By 401(k) ( 2 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Employee Stock Options-Right to Buy $ 15.3125 ( 3 ) 10/25/2005 Common Stock 5,180 5,180 D Employee Stock Options-Right to Buy $ 16.0625 ( 4 ) 01/31/2006 Common Stock 5,010 5,010 D Employee Stock Options-Right to Buy $ 19.4375 ( 5 ) 01/29/2007 Common Stock 4,258 4,258 D Employee Stock Options-Right to Buy $ 24.25 ( 6 ) 01/28/2008 Common Stock 3,792 3,792 D Employee Stock Options-Right to Buy $ 23.0625 ( 7 ) 01/26/2009 Common Stock 4,984 4,984 D Employee Stock Options-Right to Buy $ 20 ( 8 ) 01/25/2010 Common Stock 10,345 10,345 D Employee Stock Options-Right to Buy $ 24.98 ( 9 ) 01/31/2011 Common Stock 12,240 12,240 D Employee Stock Options-Right to Buy $ 23.35 ( 10 ) 01/30/2012 Common Stock 10,830 10,830 D Employee Stock Options-Right to Buy $ 25.42 ( 11 ) 02/19/2013 Common Stock 9,948 9,948 D Phantom Stock Units ( 12 ) ( 12 ) ( 12 ) Common Stock 1,648 1,648( 12 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other NEMECEK JOHN M 3950 SHACKLEFORD ROAD, SUITE 300 DULUTH,, GA30096-8268 Sr. VP, Asset/Property Mgnt. Signatures J.R. Windmiller for John M. Nemecek per POA prev. filed 01/05/2004 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Between September 10, 2003 and January 5, 2004, 52 shares were acquired through the Company's Employee Stock Purchase Plan. ( 2 )Pursuant to a domestic relation order dated September 10, 2003 the Reporting Person disclaims ownership of the 5,097 shares held in this account. ( 3 )The Stock Options vested annually at a rate of 20% per year and were fully vested on 10/25/00. ( 4 )The Stock Options vested annually at a rate of 20% per year and were fully vested on 1/31/01. ( 5 )The Stock Options vested annually at a rate of 20% per year and were fully vested on 1/29/02. ( 6 )The Stock Options vested annually at a rate of 20% per year and were fully vested on 1/28/03. ( 7 )The Stock Options vest annually at a rate of 20% per year and will be fully vested on 1/26/04. ( 8 )The Stock Options vest annually at a rate of 20% per year and will be fully vested on 1/25/05. ( 9 )The Stock Options vest annually at a rate of 20% per year and will be fully vested on 1/31/06.( 10 )The Stock Options vest annually at a rate of 20% per year and will be fully vested on 1/30/07. ( 11 )The Stock Options vest annually at a rate of 20% per year and will be fully vested on 2/19/08. ( 12 )Represents phantom stock units accrued under the Executive Deferred Compensation Plan of Duke Realty Services Limited Partnership. Between September 10, 2003 and January 5, 2004, the Reporting Person acquired 24 phantom stock units through dividend reinvestment. 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 Reporting Person's termination of employment.

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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