Ownership Submission
FORM 5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Form 3 Holdings Reported
Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

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 *
OKLAK DENNIS D
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
__X__ Officer (give title below) _____ Other (specify below)
Chairman and CEO
(Last)
(First)
(Middle)

600 E 96TH ST, #100
3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2008
(Street)


INDIANAPOLIS, IN 46240
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Reporting
(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 (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 at end of Issuer's Fiscal Year
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Amount (A) or (D) Price
Common Stock 01/23/2008   G 21,312 D $ 23.63 73,554 D  
Common Stock 05/19/2008   G 1,230 D $ 26.74 72,324 D  
Common Stock 01/23/2008   G 21,312 A $ 23.63 50,728 I By Spouse
Common Stock 05/19/2008   G 1,230 A $ 26.74 51,958 I By Spouse
Common Stock             7,370 I By 401(k) Plan

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 2270 (9-02)

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 Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Options - Right to Buy $ 19.4261             (1) 01/25/2010 Common Stock
29,570
  29,570
D
 
Employee Stock Options - Right to Buy $ 24.2632             (2) 01/31/2011 Common Stock
26,042
  26,042
D
 
Employee Stock Options - Right to Buy $ 22.6799             (3) 01/30/2012 Common Stock
27,859
  27,859
D
 
Employee Stock Options - Right to Buy $ 24.6905             (4) 02/19/2013 Common Stock
35,175
  35,175
D
 
Employee Stock Options - Right to Buy $ 31.5771             (5) 01/28/2014 Common Stock
27,504
  27,504
D
 
Employee Stock Options - Right to Buy $ 31.4022             (6) 02/10/2015 Common Stock
51,450
  51,450
D
 
Employee Stock Options - Right to Buy $ 29.7607             (7) 04/27/2015 Common Stock
33,547
  33,547
D
 
Employee Stock Options - Right to Buy $ 34.13             (8) 02/10/2016 Common Stock
106,015
  106,015
D
 
Employee Stock Options - Right to Buy $ 47.88             (9) 02/10/2017 Common Stock
86,987
  86,987
D
 
Employee Stock Options - Right to Buy $ 23.34             (10) 02/10/2018 Common Stock
330,594
  330,594
D
 
Phantom Stock Units               (11)   (11) Common Stock
54,028
  54,028 (11)
D
 
Phantom Stock Units               (12)   (12) Common Stock
27,701
  27,701 (12)
D
 

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
OKLAK DENNIS D
600 E 96TH ST, #100
INDIANAPOLIS, IN 46240
  X     Chairman and CEO  

Signatures

Tracy D. Swearingen for Dennis D. Oklak per POA prev. filed. 02/13/2009
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) The Stock Options vested annually at a rate of 20% per year and were fully vested on 1/25/2005.
(2) The Stock Options vested annually at a rate of 20% per year and were fully vested on 1/31/2006.
(3) The Stock Options vested annually at a rate of 20% per year and were fully vested on 1/30/2007.
(4) The Stock Options vested annually at a rate of 20% per year and were fully vested on 2/19/2008.
(5) The Stock Options vest annually at a rate of 20% per year and will be fully vested on 1/28/2009.
(6) The Stock Options vest annually at a rate of 20% per year and will be fully vested on 2/10/2010.
(7) The Stock Options vest annually at a rate of 20% per year and will be fully vested on 4/27/2010.
(8) The Stock Options vest annually at a rate of 20% per year and will be fully vested on 2/10/2011.
(9) The Stock Options vest annually at a rate of 20% per year and will be fully vested on 2/10/2012.
(10) The Stock Options vest annually at a rate of 20% per year and will be fully vested on 2/10/2013.
(11) Represents phantom stock units accrued under the Executives' Deferred Compensation Plan of Duke Realty Services Limited Partnership. 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.
(12) 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.

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