On April 29, 2009, Duke Realty Corporation (the "Company") issued a press release (the "Press Release") announcing its results of operations and financial condition for the first quarter ended March 31, 2009. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated into this Item 2.02 by this reference.

On April 30, 2009, the Company also held a conference call to discuss the Company's financial results for the first quarter ended March 31, 2009. Pursuant to General Instruction F to Form 8-K, a copy of the transcript from the conference call (the "Transcript") is attached hereto as Exhibit 99.2 and is incorporated into this Item 2.02 by this reference. The Transcript has been selectively edited to facilitate the understanding of the information communicated during the conference call.

The information contained in this Item 2.02, including the related information set forth in the Press Release and the Transcript attached hereto and incorporated by reference herein, is being "furnished" and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise. The information in this Item 2.02 shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or into any filing or other document pursuant to the Exchange Act, except as otherwise expressly stated in any such filing.

Duke Realty Corporation Amended and Restated 2005 Long-Term Incentive Plan.

At the 2009 Annual Meeting of Shareholders held on April 29, 2009, the Company's shareholders approved the Duke Realty Corporation Amended and Restated 2005 Long-Term Incentive Plan (the "Amended and Restated 2005 Plan"). A description of the material terms of the Amended and Restated 2005 Plan was included in the Company's Definitive Proxy Statement on Schedule 14A (File No. 001-09044) as filed with the Securities and Exchange Commission on March 18, 2009.

The Amended and Restated 2005 Plan includes 3,900,000 additional shares of the Company's common stock that may be granted under the Amended and Restated 2005 Plan, thereby resulting in 11,103,000 total shares of Company's common stock reserved and available for issuance pursuant to awards granted under the Amended and Restated 2005 Plan.

(d) Exhibits

99.1    Duke Realty Corporation press release dated April 29, 2009, with respect
        to its financial results for the first quarter ended March 31, 2009.*


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99.2    Duke Realty Corporation transcript from the conference call held on
        April 30, 2009, with respect to its financial results for the first
        quarter ended March 31, 2009.*

99.3    Duke Realty Corporation Amended and Restated 2005 Long-Term Incentive Plan
        (incorporated herein by reference to Appendix A of the Registrant's
        Definitive Proxy Statement on Schedule 14A (File No. 001-09044) filed with
        the Securities and Exchange Commission on March 18, 2009).

* The Press Release and the Transcript attached hereto as Exhibits 99.1 and 99.2, respectively, are "furnished" and not "filed," as described in Item 2.02 of this Current Report on Form 8-K.