Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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

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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Filed By
Romeo and Dye's
Section 16 Filer
www.section16.net

1. Name and Address of Reporting Person*

Chapman, Robert M.

2. Issuer Name and Ticker or Trading Symbol
Duke Realty Corporation (DRE)

6. Relationship of Reporting Person(s)
to Issuer (Check all applicable)
    Director                                       10% Owner
X Officer (give title below)          Other (specify below)

Executive Vice President, Southeast               

(Last)      (First)     (Middle)

3950 Shackleford Road, Suite 300
 

3. I.R.S. Identification Number
of Reporting Person,
if an entity (voluntary)

 

4. Statement for
Month/Day/Year
2/19/03

(Street)

Duluth,, GA 30096-8268

5. If Amendment,
Date of Original
(Month/Day/Year)
 		 7. 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. Trans-
action
Date
(Month/ Day/
Year)

2A. Deemed
Execution
Date,
if any
(Month/Day/
Year)

3. Trans-
action Code
(Instr. 8)

4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 & 5)

5. Amount of
Securities
Beneficially
Owned Follow-
ing Reported Transactions(s)
(Instr. 3 & 4)

6. Owner-
ship 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

 

 

 

 

 

35,534

D

 

Common Stock

 

 

 

 

 

 

 

2,003

I

By 401(K) Plan(1)
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).

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
FORM 4 (continued)

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. Conver-
sion or
Exercise
Price of Derivative Security

3. Trans-
action Date

(Month/
Day/
Year)

3A. Deemed
Execution
Date,
if any
(Month/
Day/
Year)

4. Trans-
action
Code

(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)

(Instr. 3, 4 & 5)

6. Date Exercisable
and Expiration
Date
(Month/Day/
Year)

7. Title and Amount of Underlying Securities
(Instr. 3 & 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of
Derivative
Securities
Beneficially
Owned
Following
Reported Transaction(s)
(Instr. 4)

10. Owner-
ship Form
of Deriv-
ative
Security:
Direct (D)
or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

V

(A)

(D)

Date Exer-cisable

Expira-
tion
Date

Title

Amount or Number of
Shares

Employee Stock Options-Right to Buy(2)

$22.7500

 

 

 

 

 

 

11/10/98

11/10/07

Common Stock

10,000

 

10,000

D

 

Employee Stock Options-Right to Buy(3)

$24.2500

 

 

 

 

 

 

1/28/99

1/28/08

Common Stock

18,960

 

18,960

D

 

Employee Stock Options-Right to Buy(4)

$23.0625

 

 

 

 

 

 

1/26/00

1/26/09

Common Stock

24,920

 

24,920

D

 

Employee Stock Options-Right to Buy(5)

$22.5625

 

 

 

 

 

 

6/18/00

6/18/09

Common Stock

25,000

 

25,000

D

 

Employee Stock Options-Right to Buy(6)

$20.0000

 

 

 

 

 

 

1/25/01

1/25/10

Common Stock

28,736

 

28,736

D

 

Employee Stock Options-Right to Buy(7)

$20.0000

 

 

 

 

 

 

1/25/00

1/25/10

Common Stock

8,621

 

8,621

D

 

Employee Stock Options-Right to Buy(8)

$24.9800

 

 

 

 

 

1/31/02

1/31/11

Common Stock

27,608

 

27,608

D

 

Employee Stock Options-Right to Buy(9)

$23.3500

 

 

 

 

 

1/30/03

1/30/12

Common Stock

27,074

 

27,074

D

 

Employee Stock Options-Right to Buy(10)

$25.4200

2/19/03

 

A

 

23,513

 

2/19/04

2/19/13

Common Stock

23,513

 

23,513

D

 

Phantom Stock Units(11)

1 for 1

 

 

 

 

 

 (11)

None

Common Stock

3,509

 

3,509

D

 

Explanation of Responses:

(1) Between January 1, 2003 and February 19, 2003, the Reporting Person acquired 36 shares of DRE's common stock under the Company 401(K) plan.
(2) The Stock Options vested at a rate of 20% per year and were fully vested on 11/10/02.
(3) The Stock Options vested at a rate of 20% per year and were fully vested on 1/28/03.
(4) The Stock Options vest at a rate of 20% per year and will be fully vested on 1/26/04.
(5) The Stock Options vest at a rate of 20% per year and will be fully vested on 6/18/04.
(6) The Stock Options vest at a rate of 20% per year and will be fully vested on 1/25/05.
(7) The Stock Options were fully vested at date of grant.
(8) The Stock Options vest at a rate of 20% per year and will be fully vested on 1/31/06.
(9) The Stock Options vest at a rate of 20% per year and will be fully vested on 1/30/07.
(10) The Stock Options vest at a rate of 20% per year and will be fully vested on 2/19/08.
(11) Represents phantom stock units vested under the 2000 Performance Share Plan of Duke Realty Corporation. The shares are to be settled in cash upon the Reporting Person's termination of employment.
  By: /s/ James R. Windmiller
             Robert M. Chapman by James R. Windmiller per POA prev. filed
**Signature of Reporting Person		 February 20, 2003
Date

**Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed.
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