Exhibit 10.7
                       EIGHTH AMENDMENT TO
      AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
                               OF
                 DUKE REALTY LIMITED PARTNERSHIP


      In  consideration  of the issuance by Duke  Realty  Limited
Partnership (the "Partnership") to Towne Investment Co., an  Ohio
limited  partnership  ("TIC")  of Units  in  the  Partnership  as
memorialized   in  TIC's  execution  of  an  Acknowledgement   by
Distributee on January 1, 1994, TIC has agreed to indemnify  Duke
Realty  Investments, Inc., an Indiana corporation  (the  "General
Partner") from and against certain recourse indebtedness  of  the
Partnership  effective  as  of the  date  on  which  non-recourse
indebtedness  secured  by the contribution  of  property  to  the
Partnership   by   TIC's  predecessor-in-interest   was   repaid.
Accordingly, the undersigned, as the General Partner and Partners
(including TIC and the General Partner) holding more than  ninety
percent  (90%)  of the outstanding Units of Duke  Realty  Limited
Partnership, hereby amend the Partnership's Amended and  Restated
Agreement  of  Limited  Partnership, as heretofore  amended  (the
"Partnership  Agreement"), pursuant to  Section  9.05(b)  of  the
Partnership  Agreement,  to add a new Section  3.15  to  read  as
provided  in  Exhibit  A  hereto.  In  all  other  respects,  the
Partnership Agreement shall continue in full force and effect  as
amended hereby.  Any capitalized terms used in this Amendment and
not  defined  herein  have the meanings  given  to  them  in  the
Partnership Agreement.

     This Amendment may be executed in any number of counterparts
and by separate signature pages, and all of such counterparts and
signature  pages shall for all purposes constitute  an  agreement
binding  on  the parties hereto notwithstanding that all  parties
are not signatory to the same counterpart or signature page.

      This  Amendment  shall in all respects be governed  by  and
construed in accordance with the laws of the State of Indiana.

      Executed  as  of  February 18, 1999  but  effective  as  of
12:01 a.m., September 30, 1998.

                              DUKE REALTY INVESTMENTS, INC., as
                              General Partner, as a holder of
                              Units and as attorney-in-fact
                              pursuant to Section 9.19 of the
                              Partnership Agreement for all
                              holders of Units who have consented
                              in writing to this Amendment


                              By:
                                   ------------------------------------
                                   Dennis D. Oklak
                                   Executive Vice President,
                                   Chief Administrative Officer
                                   and Treasurer
 
                                   DMI PARTNERSHIP

                                   By:
                                   Duke Management, Inc., general
                                   partner


                                   By:
                                         ---------------------------
                                        Darell E. Zink, Jr.
                                        Executive Vice President, Chief
                                        Financial Officer and Secretary


                                   TOWNE INVESTMENT CO., an Ohio limited
                                   partnership


                                  By:
                                    ---------------------------------
                                    Neil K. Bortz, General Partner
 

                                  By:
                                     ---------------------------------
                                   Marvin Rosenberg, General Partner

                             
<PAGE>
                            EXHIBIT A


  SECTION 3.15.  INDEMNIFICATION OF CERTAIN RECOURSE DEBT.

  (a)  Definitions.  As used in this Section 3.15, the following
terms shall have the meanings indicated:

    "Claim Percentage" for TIC means 100%; provided, however,
  in the event any other limited partner of the Partnership is
  an indemnitor with respect to an Indemnity Claim, the Claim
  Percentage for TIC with respect to such Indemnity Claim
  shall be the percentage determined by dividing TIC's Maximum
  Liability by the maximum liability with respect to such
  Indemnity Claim of all indemnitors of the related Recourse
  Debt.

    "Indemnity Claim"  means any demand made to the General
  Partner by any holder of all or any part of the Recourse
  Debt for payment of all or any part thereof.

    "Indemnity Claim Amount" means, with respect to an
  Indemnity Claim, the amount determined as prescribed in
  subsection (c)(iv) of this section.

    "Indemnity Credit" for TIC  means, at any time, all
  payments made prior to such time by TIC under subsection (b)
  of this section.

    "Maximum Liability" for TIC means $3,700,000.

    "Recourse Debt"  means any and all indebtedness of the
  Partnership not evidenced by a non-recourse note.

    "TIC" means Towne Investment Co., an Ohio limited
  partnership, which is a Limited Partner as of September 30,
  1998.

  (b)  Indemnification.  Upon and subject to the terms and
provisions of this Section 3.15, TIC agrees to indemnify the
General Partner from and against liability for a portion of each
Indemnity Claim Amount (regardless of whether actually paid by
the General Partner) equal to TIC's Claim Percentage of the
Indemnity Claim Amount, subject, however, to the limitation that
the maximum amount required at anytime to be indemnified
hereunder by TIC shall not exceed the TIC Maximum Liability
reduced (not below zero) by TIC's Indemnity Credit at such time.

  (c)  Indemnification Procedure.

       (i)    The General Partner shall not pay any portion
       of any Recourse Debt prior to (A) giving TIC written
       notice of the related Indemnity Claim and the
       opportunity to defend against the Indemnity Claim as
       provided in this subsection (c) and (B) the
       determination of the related Indemnity Claim Amount as
       provided in subsection (c)(iv) below.

       (ii)   Whenever an Indemnity Claim arises, the General
       Partner shall promptly give written notice to TIC
       setting forth in reasonable detail, to the extent then
       available, the facts concerning the Indemnity Claim.

       (iii)  TIC shall be entitled, at its sole expense, to
       assume the entire defense of each Indemnity Claim with
       counsel selected by TIC.

       (iv)   If TIC chooses to defend against an Indemnity
       Claim, the related Indemnity Claim Amount shall be the
       amount specified in a written settlement agreement with
       the claimant that is approved in writing by the
       Indemnitors or in an order of a court of competent
       jurisdiction that is not further appealable.  If TIC
       chooses not to defend against an Indemnity Claim, the
       related Indemnity Claim Amount shall be the amount of
       the Indemnity Claim specified in a written settlement
       agreement between the General Partner and the claimant
       or in an order of a court of competent jurisdiction
       that is not further appealable.

  (d)  Partnership Indemnification of TIC.  Subject to subsection
(e) of this section, the Partnership shall indemnify TIC against
all amounts required to be paid by TIC under the terms of this
Section 3.15.

  (e)  Limitation on the Partnership Obligations.  TIC agrees for
the benefit of the General Partner, and any successor general
partner of the Partnership, that enforcement by TIC of (i) the
Partnership's indemnity obligation under subsection (d) or (ii)
the Partnership's obligation under any other document to assume,
pay, or indemnify against any Recourse Debt shall be subject to
the limitation that (A) no Partner of the Partnership shall be
personally liable to TIC for performance by the Partnership of
any such obligation, (B) TIC shall not be entitled to seek or
obtain any personal money or other judgment against any Partner
of the Partnership for the Partnership's default in performance
of any such obligation, and (C) any such judgment obtained
against the Partnership shall only be enforceable by TIC against
the property and assets of the Partnership.

  (f)  Assumption of TIC's Obligations.  Upon the distribution of
all the Units held by TIC to its partners, the obligations of TIC
pursuant to this Section 3.15 shall be assigned to and assumed by
the applicable partners in proportion to the number of Units
distributed to each such partner, and each such partner shall
become an indemnitor under this Section 3.15, and all obligations
of TIC that are not then due and payable shall terminate and TIC
shall be deemed no longer subject to this Section 3.15.  Except
as provided in this subsection (f), TIC shall not have the right
to assign its obligations under this Section 3.15 without the
express written consent of the General Partner.

  (g)  Termination of Indemnitor's Obligations.  This Section
3.15 shall continue in full force and effect until the first to
occur of the following:

       (i)    The death of an individual indemnitor
       (including an assignee of any indemnitor), at which
       time all obligations of the deceased individual
       indemnitor (a "Terminated Indemnitor") under this
       Section 3.15 that are not then due and payable shall
       terminate, and the Terminated Indemnitor shall be
       deemed no longer subject to this Section 3.15.
       Following termination with respect to a Terminated
       Indemnitor, this Section 3.15 shall remain effective
       and enforceable with respect to all other indemnitors
       then subject to this Section 3.15, and all allocations
       of obligations under this Section 3.15 based upon the
       total Claim Percentages held by indemnitors or a
       specified group of indemnitors shall thereafter be
       made.

       (ii)   Upon the exchange pursuant to Section 7.07 of
       all the Units held by TIC or its successors, at which
       time all obligations of the indemnitors under this
       Section 3.15 that are not then due and payable shall
       terminate.

  (h)  Notices.  All notices, demands, or other communications
given pursuant to this section shall be in writing and shall be
sufficiently given if delivered by courier (including overnight
delivery service) or sent by registered or certified mail, first
class, postage prepaid, or by telecopy addressed as follows:

     (i)  If to the General Partner or the Partnership, to:

          Duke Realty Investments, Inc.
          8888 Keystone Crossing, Suite 1200
          Indianapolis, Indiana  45240
          Telecopier No. (317) 808-6790
          Attention:  John R. Gaskin, Vice President and General Counsel

       (ii)    If to TIC, to:

          Towne Investment Co.
          1055 St. Paul Place
          Cincinnati, Ohio  45202
          Telecopier No. (513) 345-6975
          Attention:  Neil K. Bortz and Marvin Rosenberg

or such other address with respect to any party subject to this
section as such party may, from time to time, notify (as provided
above) the General Partner and the other parties subject hereto.
Any such notice, demand, or communication shall be deemed to have
been given (A) if so mailed, as of the close of the third
business day following the date so mailed, and (B) if personally
delivered or otherwise sent as provided above, on the date
received