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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549


FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934

DUKE REALTY CORPORATION
(Exact name of registrant as specified in its charter)

Indiana
(State of incorporation or organization)
      35-1740409
(IRS Employer Identification No.)

600 EAST 96TH STREET
SUITE 100
INDIANAPOLIS, INDIANA 46240
(Address and Zip Code of Principal Executive Offices)

If this Form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), please check the following box.    ý

 

If this Form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), please check the following box.    o

Securities Act registration statement file number to which this form relates: 333-37920

Securities to be registered pursuant to Section 12(b) of the Act:

Title of each class
to be so registered

  Name of each exchange on which
each class is to be registered

Depositary Shares, each representing
1/10th of a 6.625% Series J
Cumulative Redeemable Preferred Share
 
New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:    None

(Title of class)





ITEM 1.    DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED

        The securities of Duke Realty Corporation (the "Registrant") to be registered on the New York Stock Exchange are 4,000,000 Depositary Shares (the "Depositary Shares"), each representing 1/10th of a 6.625% Series J Cumulative Redeemable Preferred Share, $0.01 par value, $250.00 liquidation preference (collectively, the "Series J Preferred Shares"), of the Registrant. A description of the Depositary Shares and the Series J Preferred Shares is set forth under the caption "Description of the Series J Preferred Shares and Depositary Shares" on pages S-6 through S-10 of the prospectus supplement dated July 24, 2003, which prospectus supplement was filed on July 28, 2003 by the Registrant pursuant to Rule 424(b) under the Securities Act of 1933, as amended, and made a part of the Registrant's Registration Statement on Form S-3 (Registration No. 333-37920). Such description shall be deemed to be incorporated by reference in this Registration Statement.


ITEM 2.    EXHIBITS

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SIGNATURES

        Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

  DUKE REALTY CORPORATION

Dated: August 25, 2003

By:

 

/s/  
MATTHEW A. COHOAT      
Name:  Matthew A. Cohoat
Title:    Senior Vice President and Corporate Controller

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SIGNATURES