Sec Form 4 Filing - BURK GARY A @ DUKE REALTY CORP - 2004-08-31

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 BURK GARY A 2. Issuer Name and Ticker or Trading Symbol DUKE REALTY CORP [ DRE] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 600 E. 96TH STREET, SUITE 100 3. Date of Earliest Transaction (MM/DD/YY) 08/31/2004 (Street) INDIANAPOLIS,, IN46240 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 08/31/2004 M 452 A $ 15.3125 103,918 D Common Stock 08/31/2004 M 6,654 A $ 16.0625 110,572 D Common Stock 08/31/2004 F 4,504 D $ 34 106,068 D Common Stock 6,386 ( 1 ) I By 401(k) Plan

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 Units of Duke Realty Limited Partnership ( 2 ) ( 3 ) ( 2 ) Common Stock 90,015 90,015 D Units of Duke Realty Limited Partnership ( 2 ) 10/04/1994 ( 2 ) Common Stock 4,922 4,922 I By Duke Management, Inc. ( 4 ) Employee Stock Options-Right to Buy $ 15.3125 08/31/2004 M 452 ( 5 ) 10/25/2005 Common Stock 452 ( 5 ) 0 D Employee Stock Options-Right to Buy $ 16.0625 08/31/2004 M 6,654 ( 6 ) 01/31/2006 Common Stock 6,654 ( 6 ) 0 D Employee Stock Options-Right to Buy $ 19.4375 ( 7 ) 01/29/2007 Common Stock 1,558 5,220 D Employee Stock Options-Right to Buy $ 24.25 ( 8 ) 01/28/2008 Common Stock 8,537 5,683 D Employee Stock Options-Right to Buy $ 23.0625 ( 9 ) 01/26/2009 Common Stock 19,936 19,936 D Employee Stock Options-Right to Buy $ 20 ( 10 ) 01/25/2010 Common Stock 31,609 31,609 D Employee Stock Options- Right to Buy $ 24.98 ( 11 ) 01/31/2011 Common Stock 27,608 27,608 D Employee Stock Options- Right to Buy $ 23.35 ( 12 ) 01/30/2012 Common Stock 29,536 29,536 D Employee Stock Options- Right to Buy $ 25.42 ( 13 ) 02/19/2013 Common Stock 34,184 34,184 D Employee Sock Options- Right to Buy $ 32.51 ( 14 ) 01/28/2014 Common Stock 14,142 14,142 D Exchange Rights ( 15 ) ( 15 ) ( 15 ) Common Stock 62,583 62,583 I By Duke Management, Inc. ( 15 ) Phantom Stock Units ( 16 ) ( 16 ) ( 16 ) Common Stock 8,444 8,444 ( 16 ) D Phantom Stock Units ( 17 ) ( 17 ) ( 17 ) Common Stock 4,240 4,240 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other BURK GARY A 600 E. 96TH STREET, SUITE 100 INDIANAPOLIS,, IN46240 X Signatures Valerie J. Steffen for Gary A. Burk per POA attached 09/01/2004 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Between January 28, 2004 and August 31, 2004, the Reporting Person acquired 450 shares of Duke Realty Corporation's common stock under the Company's 401(k) plan. ( 2 )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. ( 3 )The date on which 85,778 of these units were exercisable was October 4, 1994. The date on which 4,237 units were exercisable was August 7, 2004. ( 4 )Represents the Reporting Person's 7.51% interest in units owned by Duke Management, Inc. ( 5 )The stock options vested annually at a rate of 20% per year and were fully vested on 10/25/00. ( 6 )The stock options vested annually at a rate of 20% per year and were fully vested on 1/31/01. ( 7 )The stock options vested annually at a rate of 20% per year and were fully vested on 1/29/02. ( 8 )The stock options vested annually at a rate of 20% per year and were fully vested on 1/28/03. ( 9 )The stock options vested annually at a rate of 20% per year and were fully vested on 1/26/04. ( 10 )The stock options vest annually at a rate of 20% per year and will be fully vested on 1/25/05. ( 11 )The stock options vest annually at a rate of 20% per year and will be fully vested on 1/31/06. ( 12 )The stock options vest annually at a rate of 20% per year and will be fully vested on 1/30/07. ( 13 )The stock options vest annually at a rate of 20% per year and will be fully vested on 2/19/08. ( 14 )The stock options vest annually at a rate of 20% per year and will be fully vested on 1/28/09. ( 15 )In the event of a change in control of Duke Realty Corporation or Duke Realty Limited Partnership; or the liquidation of Duke Realty Limited Partnership, Duke Management, Inc. has the right to exchange its limited partnership interest in Duke Realty Services Limited Partnership for 833,334 shares of Duke Realty Corporation's common stock. The Reporting Person's ownership interest in Duke Mangement, Inc. is 7.51% ( 16 )Represents phantom stock units accrued under the Executive Deferred Compensation Plan of Duke Realty Services Limited Partnership. Between January 28, 2004 and August 31, 2004, the Reporting Person acquired 346 phantom stock units through dividend reinvestment. ( 17 )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 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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