Exhibit 10.5
                       SIXTH AMENDMENT TO
      AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
                               OF
                 DUKE REALTY LIMITED PARTNERSHIP


      The  undersigned,  as the General Partner  of  Duke  Realty
Limited  Partnership  (the  "Partnership"),  hereby  amends   the
Partnership's   Amended  and  Restated   Agreement   of   Limited
Partnership, as heretofore amended (the "Partnership Agreement"),
pursuant  to  Sections 4.02(b) and 9.05(a)(v) of the  Partnership
Agreement,  to  add  a new Section 4.16 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.

     Effective as of 12:01 a.m., November 24, 1998.
                                        DUKE REALTY INVESTMENTS,
                                        INC., as General Partner


                                        By:  -------------------
                                             Dennis D. Oklak
                                             Vice President and
Treasurer


<PAGE>
                            EXHIBIT A

     Section 4.16.  Series D Preferred Units. Pursuant to
authority granted under Section 4.02(b) of this Agreement, the
General Partner hereby establishes a series of preferred Units
designated the 7.375% Series D Convertible Cumulative Redeemable
Preferred Units (Liquidation Preference $250.00 Per Unit) (the
"Series D Preferred Units") on the following terms:

     (a)  Number.  The number of authorized units of the Series D
Preferred Units shall be 540,000 and shall at all times be equal
to the number of 7.375% Series D Cumulative Convertible
Redeemable Preferred Shares ("Series D Preferred Shares") issued
by the General Partner and then outstanding.  Series D Preferred
Units shall be issued only to and held only by the General
Partner.

     (b)  Relative Seniority.  In respect of rights to receive
dividends and to participate in distributions or payments in the
event of any liquidation, dissolution or winding up of the
Partnership, the Series D Preferred Units shall rank senior to
the Units initially established under Section 2.03 and issued
under Sections 4.01 and 4.02(a) ("Common Units") and any other
class or series of Units of the Partnership ranking, as to
Distributions and upon liquidation, junior to the Series D
Preferred Units (collectively, "Junior Units") and on a parity
with the Series A Preferred Units and the Series B Preferred
Units.  In the event of Distributions from a Terminating Capital
Transaction pursuant to Section 4.04, Distributions to the holder
of Series D Preferred Units will be made prior to Distributions
to holders of Junior Units or to other Partners in accordance
with Capital Account positive balances pursuant to Section
4.04(d).

     (c)  Distributions.

          (1)  The General Partner, as holder of the then
     outstanding Series D Preferred Units, shall be entitled to
     receive, when and as declared by the General Partner out of
     any funds legally available therefor, cumulative
     Distributions at an initial rate of 7.375% per Unit per
     year, payable in equal amounts of $4.609375 per Unit
     quarterly in cash on the last day of each March, June,
     September and December or, if not a Business Day (as
     hereinafter defined), the next succeeding Business Day
     beginning on December 31, 1998 (each such day being
     hereinafter called a "Quarterly Distribution Date" and each
     period ending on a Quarterly Distribution Date being
     hereinafter called a "Distribution Period").  Distributions
     shall be payable to the General Partner as holder of the
     Series D Preferred Units at the close of business on the
     applicable record date (the "Record Date"), which shall be
     on such date designated by the Partnership for the payment
     of Distributions that is not more than 30 nor less than 10
     days prior to such Quarterly Distribution Date.  The amount
     of any distribution payable for any Distribution Period
     shorter than a full Distribution Period shall be prorated
     and computed on the basis of a 360-day year of twelve 30-day
     months.  Distributions on each Series D Preferred Unit shall
     accrue and be cumulative from and including the date of
     original issue thereof, whether or not (i) Distributions on
     such units are earned and declared, (ii) the Partnership has
     earnings, or (iii) on any Quarterly Distribution Date there
     shall be funds legally available for the payment of
     Distributions.  Distributions paid on the Series D Preferred
     Units in an amount less than the total amount of such
     Distributions at the time accrued and payable on such units
     shall be allocated pro rata on a per Unit basis among all
     such Series D Preferred Units at the time outstanding.
     Except as provided in subparagraph (e)(2)(v) and the last
     sentence of this paragraph, unless the full cumulative
     Distributions on the Series D Preferred Units have been or
     contemporaneously are declared and paid or declared and a
     sum sufficient for the payment thereof set apart for payment
     for all past Distribution periods and the then current
     Distribution period, no Distributions (other than
     Distributions payable solely in Common Units or other units
     of Partnership interest ranking junior to the Series D
     Preferred Units as to Distributions and upon liquidation)
     shall be declared or paid or set aside for payment or other
     distribution made upon the Common Units or any other units
     of Partnership interest ranking junior to or on a parity
     with the Series D Preferred Units as to Distributions or
     upon liquidation, nor shall any Common Units, or any other
     units of Partnership interest ranking junior to or on a
     parity with the Series D Preferred Units as to Distributions
     or upon liquidation be redeemed, purchased or otherwise
     acquired for any consideration (or any moneys be paid to or
     made available for a sinking fund for the redemption of such
     units) by the Partnership or any subsidiary of the
     Partnership (except for conversion into or exchange for such
     capital units of the Partnership ranking junior to the
     Series D Preferred Units as to Distributions and upon
     liquidation).  If accrued Distributions on the Series D
     Preferred Units for all prior Distribution periods have not
     been paid in full, then any Distribution declared on the
     Series D Preferred Units for any Distribution period and on
     any series of preferred units at the time outstanding
     ranking on a parity as to the Distributions with the Series
     D Preferred Units will be declared ratably in proportion to
     accrued and unpaid Distributions on the Series D Preferred
     Units and such series of preferred units at the time
     outstanding ranking on a parity as to Distributions with the
     Series D Preferred Units.

          "Business Day" shall mean any day, other than a
     Saturday or Sunday, that is neither a legal holiday nor a
     day on which banking institutions in New York City are
     authorized or required by law, regulation or executive order
     to close.

          (2)  The amount of any Distributions accrued on any
     Series D Preferred Units at any Quarterly Distribution Date
     shall be the amount of any unpaid Distributions accumulated
     thereon, to and including such Quarterly Distribution Date,
     whether or not earned or declared, and the amount of
     Distributions accrued on any units of Series D Preferred
     Units at any date other than a Quarterly Distribution Date
     shall be equal to the sum of the amount of any unpaid
     Distributions accumulated thereon, to and including the last
     preceding Quarterly Distribution Date, whether or not earned
     or declared, plus an amount calculated on the basis of the
     annual Distribution rate of 7.375% per unit, for the period
     after such last preceding Quarterly Distribution Date to and
     including the date as of which the calculation is made based
     on a 360-day year of twelve 30-day months.

          (3)  Except as provided in this Section 4.16, the
     Series D Preferred Units shall not be entitled to
     participate in the earnings or assets of the Partnership.

          (4)  Any Distribution payment made on the Series D
     Preferred Units shall be first credited against the earliest
     accrued but unpaid Distribution due with respect to such
     units which remains payable.

          (5)  If, for any taxable year, the Partnership elects
     to designate as "capital gain Distributions" (as defined in
     Section 857 of the Code), any portion (the "Capital Gains
     Amount") of the Distributions paid or made available for the
     year to holders of all classes of Units (the "Total
     Distributions"), then the portion of the Capital Gains
     Amount that shall be allocated to the holders of the Series
     D Preferred Units shall be the amount that the total
     Distributions paid or made available to the holders of the
     Series D Preferred Units for the year bears to the Total
     Distributions.

          (6)  No Distributions on the Series D Preferred Units
     shall be authorized by the General Partner or be paid or set
     apart for payment by the Partnership at such time as the
     terms and provisions of any agreement of the Partnership,
     including any agreement relating to its indebtedness,
     prohibit such authorization, payment or setting apart for
     payment or provide that such authorization, payment or
     setting apart for payment would constitute a breach thereof
     or a default thereunder, or if such authorization or payment
     shall be restricted or prohibited by law.  Notwithstanding
     the foregoing, Distributions on the Series D Preferred Units
     will accrue whether or not the Partnership has earnings,
     whether or not there are funds legally available for the
     payment of such Distributions and whether or not such
     Distributions are authorized.

     (d)  Liquidation Rights.

          (1)  Upon the voluntary or involuntary dissolution,
     liquidation or winding up of the Partnership, the holders of
     the Series D Preferred Units then outstanding shall be
     entitled to receive and to be paid out of the assets of the
     Partnership available for distribution to the Partners,
     before any payment or distribution shall be made on any
     Junior Units, the amount of $250.00 per unit, plus accrued
     and unpaid Distributions thereon.

          (2)  After the payment to the holders of the Series D
     Preferred Units of the full preferential amounts provided
     for in this Section 4.16, the holders of the Series D
     Preferred Units, as such, shall have no right or claim to
     any of the remaining assets of the Partnership.

          (3)  If, upon any voluntary or involuntary dissolution,
     liquidation, or winding up of the Partnership, the amounts
     payable with respect to the preference value of the Series D
     Preferred Units and any other units of the Partnership
     ranking as to any such distribution on a parity with the
     Series D Preferred Units are not paid in full, the holders
     of the Series D Preferred Units and of such other units will
     share ratably in any such distribution of assets of the
     Partnership in proportion to the full respective preference
     amounts to which they are entitled.

          (4)  Neither the sale, lease, transfer or conveyance of
     all or substantially all of the property or business of the
     Partnership, nor the merger or consolidation of the
     Partnership into or with any other entity or the merger or
     consolidation of any other entity into or with the
     Partnership, shall be deemed to be a dissolution,
     liquidation or winding up, voluntary or involuntary, for the
     purposes of this Section 4.16.

     (e)  Redemption by the Partnership.

          (1)  Optional Redemption.  The General Partner shall
     cause the Partnership to redeem one Series D Preferred Unit
     for each Series D Preferred Share redeemed by the General
     Partner, at a price per Series D Preferred Unit (the "Series
     D Redemption Price"), payable in cash, of $250.00, together
     with all accrued and unpaid Distributions to and including
     the date fixed for redemption (the "Series D Redemption
     Date").  The Series D Preferred Units have no stated
     maturity and will not be subject to any sinking fund or
     mandatory redemption provisions except as provided in
     subparagraph (e)(3) below.

          (2)  Procedures of Redemption.

               (i)  The General Partner shall provide the
          Partnership with a copy of any notice of redemption
          given by the General Partner pursuant to Section
          6.08(e)(2)(i) of its Articles of Incorporation, as
          amended.  No failure to give such notice or any defect
          therein or in the mailing thereof shall affect the
          validity of the proceedings for the redemption of any
          Series D Preferred Units.

               (ii) If notice has been mailed by the General
          Partner in accordance with Section 6.08(e)(2)(i) of its
          Articles of Incorporation, as amended, and provided
          that on or before the Series D Redemption Date
          specified in such notice all funds necessary for such
          redemption shall have been irrevocably set aside by the
          Partnership, separate and apart from its other funds in
          trust for the pro rata benefit of the holders of the
          Series D Preferred Units so called for redemption, so
          as to be, and to continue to be available therefor,
          then, from and after the Series D Redemption Date,
          Distributions on the Series D Preferred Units so called
          for redemption shall cease to accumulate, and said
          units shall no longer be deemed to be outstanding and
          shall not have the status of Series D Preferred Units
          and all rights of the General Partner as holder thereof
          (except the right to receive the Series D Redemption
          Price) shall cease.  Upon surrender, in accordance with
          such notice, of the certificates for any Series D
          Preferred Units so redeemed (properly endorsed or
          assigned for transfer, if the Partnership shall so
          require and the notice shall so state), such Series D
          Preferred Units shall be redeemed by the Partnership at
          the Series D Redemption Price.  In case fewer than all
          the Series D Preferred Units represented by any such
          certificate are redeemed, a new certificate or
          certificates shall be issued representing the
          unredeemed Series D Preferred Units without cost to the
          holder thereof.

               (iii)     Any funds deposited with a bank or trust
          company for the purpose of redeeming Series D Preferred
          Units shall be irrevocable except that:

                    (A)  the Partnership or the General Partner,
               as the case may be, shall be entitled to receive
               from such bank or trust company the interest or
               other earnings, if any, earned on any money so
               deposited in trust; and

                    (B)  any balance of monies so deposited and
               unclaimed by the General Partner, as holder of the
               Series D Preferred Units entitled thereto at the
               expiration of two years from the applicable Series
               D Redemption Date shall be repaid, together with
               any interest or other earnings earned thereon, to
               the Partnership, and after any such repayment, the
               General Partner as holder of the units entitled to
               the funds so repaid to the Partnership shall look
               only to the Partnership for payment without
               interest or other earnings.

               (iv) No Series D Preferred Units may be redeemed
          except from proceeds from the sale or other issuance of
          other equity interests of the Partnership.

               (v)  Unless full accumulated distributions on all
          Series D Preferred Units shall have been or
          contemporaneously are declared and paid or declared and
          a sum sufficient for the payment thereof set apart for
          payment for all past Distribution Periods and the then
          current Distribution Period, no Series D Preferred
          Units shall be redeemed or purchased or otherwise
          acquired directly or indirectly by the Partnership or
          any subsidiary of the Partnership (except by conversion
          into or exchange for Junior Units) and no preferred
          units of the Partnership shall be redeemed unless all
          outstanding Series D Preferred Units are simultaneously
          redeemed; provided, however, that the foregoing shall
          not prevent the redemption of Series D Preferred Units
          to preserve the REIT status of the General Partner or
          the purchase or acquisition of Series D Preferred Units
          pursuant to a purchase or exchange offer made on the
          same terms to holders of all outstanding Series D
          Preferred Units.  Notwithstanding the foregoing, in the
          case of a Redemption Request (as defined below) which
          has not been fulfilled at the time the General Partner
          gives notice of its election to redeem all or any
          Series D Preferred Shares, the Series D Preferred Units
          which are the subject of such pending Redemption
          Request shall be redeemed prior to any other Series D
          Preferred Units.

          (3)  Optional Redemption Upon the Death of a Holder of
Series D Preferred Shares.

               (i)  Commencing on December 31, 1998, and on the
          last day of each March, June, September and December
          thereafter (each, a  "Holder Redemption Date"), the
          Partnership will, upon notice from the General Partner
          that it is required to redeem Series D Preferred Shares
          as a result of the death of any holder of the Series D
          Preferred Shares or depositary shares representing
          Series D Preferred Shares, the Partnership will redeem
          a number of Series D Preferred Units equal to the
          number of Series D Preferred Shares redeemed by the
          General Partner for cash or Common Units, at the option
          of the General Partner.  The Partnership shall redeem
          the Series D Preferred Units subject to the limitations
          that the Partnership will not be obligated to redeem
          (A) more than16,200 Series D Preferred Units in any one
          year; and (B) more than 100 Series D Preferred Units
          per deceased owner of depositary shares per year (each
          a "Redemption Limitation" and together the "Redemption
          Limitations").

               (ii) A Redemption Request which exceeds one or
          both Redemption Limits will be held for redemption in
          subsequent years until redeemed in full.  A Redemption
          Request will be applied in the order of receipt by the
          transfer agent to successive years, regardless of the
          number of years required to redeem such units.

               (iii)     At the General Partner's option, the
          Series D Preferred Units may be redeemed for either
          cash or Common Units.  If such units are redeemed by
          the Partnership for cash, the redemption price of such
          units is $250.00 per Series D Preferred Unit (plus all
          accrued and unpaid Distributions).  If, however, such
          units are redeemed by the Partnership for Common Units,
          the redemption price will be $252.50 per Series D
          Preferred Unit and the number of Common Units received
          will be based on the closing price of the General
          Partners common stock on the day prior to the Holder
          Redemption Date (plus all accrued and unpaid
          Distributions, which shall be paid in cash).  No
          fractional Common Units will be issued. In lieu of any
          fractional units, the Partnership will pay cash in an
          amount equal to the product of such fraction multiplied
          by the closing price of one share of the General
          Partner's common stock on the day prior to the Holder
          Redemption Date.

     (f)  Voting Rights.  Except as required by law, and as set
forth below, the holders of the Series D Preferred Units shall
not be entitled to vote at any meeting for any purpose or
otherwise to participate in any action taken by the Partnership
or the Partners, or to receive notice of any meeting of Partners.

          (1)  So long as any Series D Preferred Units remain
     outstanding, the Partnership will not, without the
     affirmative vote or consent of the holders of at least two-
     thirds of the Series D Preferred Units outstanding at the
     time, given in person or by proxy, either in writing or at a
     meeting (such series voting separately as a class),
     (i) authorize or create, or increase the authorized or
     issued amount of, any class or series of units ranking prior
     to the Series D Preferred Units with respect to the payment
     of Distributions or the distribution of assets upon
     liquidation, dissolution or winding up or reclassify any
     authorized units of the Partnership into such units, or
     create, authorize or issue any obligation or security
     convertible into or evidencing the right to purchase any
     such units; or (ii) amend, alter or repeal the provisions of
     the Partnership's Amended and Restated Agreement of Limited
     Partnership, as amended, whether by merger, consolidation or
     otherwise (an "Event"), so as to materially and adversely
     affect any right, preference, privilege or voting power of
     the Series D Preferred Units or the holders thereof;
     provided, however, with respect to the occurrence of any of
     the Events set forth in (ii) above, so long as the Series D
     Preferred Units remain outstanding with the terms thereof
     materially unchanged, taking into account that upon the
     occurrence of an Event, the Partnership may not be the
     surviving entity, the occurrence of any such Event shall not
     be deemed to materially and adversely affect such rights,
     preferences, privileges or voting power of holders of Series
     D Preferred Units and provided further that (x) any increase
     in the amount of the authorized preferred units or the
     creation or issuance of any other series of preferred units,
     or (y) any increase in the amount of authorized Series D
     Preferred Units or any other preferred units, in each case
     ranking on a parity with or junior to the Series D Preferred
     Units with respect to payment of Distributions or the
     distribution of assets upon liquidation, dissolution or
     winding up, shall not be deemed to materially and adversely
     affect such rights, preferences, privileges or voting
     powers.

          The foregoing voting provisions will not apply if, at
     or prior to the time when the act with respect to which such
     vote would otherwise be required shall be effected, all
     outstanding Series D Preferred Units shall have been
     redeemed or called for redemption and sufficient funds shall
     have been deposited in trust to effect such redemption.

          (2)  On each matter submitted to a vote of the holders
     of Series D Preferred Units in accordance with this Section
     4.16, or as otherwise required by law, each Series D
     Preferred Unit shall be entitled to ten (10) votes, each of
     which ten (10) votes may be directed separately by the
     holder thereof.

     (g)  Conversion.  The General Partner, as holder of the
Series D Preferred Units, shall have the right to convert all or
a portion of such Series D Preferred Units Common Units, as
follows:

          (1)  Upon notice to the Partnership by the General
     Partner that a holder of depositary shares representing
     Series D Preferred Shares has elected to convert such
     depositary shares into common stock of the General Partner,
     the General Partner shall have the right to convert a number
     of Series D Preferred Units equal to the number of Series D
     Preferred Shares so converted into fully paid and
     non-assessable Common Units by surrendering such Series D
     Preferred Units to be converted, such surrender to be made
     in the manner provided in subsection (g)(2); provided,
     however, that the right to convert units called for
     redemption pursuant to subsection (e)(1) shall terminate at
     the close of business on the Redemption Date fixed for such
     redemption, unless the Partnership shall default in making
     payment of the Common Units and any cash payable upon such
     redemption under subsection (e)(1) hereof.

          (2)  (i)  In order to exercise the conversion right,
     the General Partner shall surrender the certificate
     representing such Series D Preferred Unit, if certificated,
     duly endorsed or assigned to the Partnership or in blank, to
     the Partnership.

               (ii) The General Partner as holder of the Series D
     Preferred Units at the close of business on a distribution
     payment record date shall be entitled to receive the
     distribution payable on such units on the corresponding
     Distribution Payment Date notwithstanding the conversion
     thereof following such distribution payment record date and
     prior to such Distribution Payment Date.  However, Series D
     Preferred Units surrendered for conversion during the
     period between the close of business on any distribution
     payment record date and the opening of business on the
     corresponding Distribution Payment Date (except units
     converted after the issuance of notice of redemption with
     respect to a redemption date during such period or
     coinciding with such Distribution Payment Date, such Series
     D Preferred Units being entitled to such distribution on the
     Distribution Payment Date) must be accompanied by payment of
     an amount equal to the distribution payable on such Series D
     Preferred Units on such Distribution Payment Date.  The
     General Partner as holder of Series D Preferred Units on a
     distribution payment record date which are tendered for
     conversion into Common Units on such Distribution Payment
     Date will receive the distribution payable by the
     Partnership on such Series D Preferred Units on such date,
     and the General Partner as converting holder need not
     include payment of the amount of such distribution upon
     surrender of Series D Preferred Units for conversion. Except
     as provided above, the Partnership shall make no payment or
     allowance for unpaid distributions, whether or not in
     arrears, on converted Series D Preferred Units or for
     distributions on the Common Units issued upon such
     conversion.

               (iii)     As promptly as practicable after the
     surrender of Series D Preferred Units as aforesaid, the
     Partnership shall issue and shall deliver to the General
     Partner a certificate or certificates for the number of full
     Common Units issuable upon the conversion of such Series D
     Preferred Units in accordance with the provisions of this
     subparagraph (g), and any fractional interest in respect of
     a Common Unit arising upon such conversion shall be settled
     as provided in subsection (g)(3).

               (iv) Each conversion shall be deemed to have been
     effected immediately prior to the close of business on the
     date on which the Series D Preferred Units shall have been
     surrendered and such notice (and if applicable, payment of
     an amount equal to the distribution payable on such units)
     received by the Partnership as aforesaid, and the General
     Partner shall be deemed to have become the holder of record
     of the Common Units represented thereby at such time on such
     date, unless the unit transfer books of the Partnership
     shall be closed on that date, in which event the General
     Partner shall be deemed to have become such holder of record
     at the close of business on the next succeeding day on which
     such unit transfer books are open.

          (3)  No fractional units of scrip representing
     fractions of Common Units shall be issued upon conversion of
     the Series D Preferred Units.  Instead of any fractional
     interest in a Common Unit that would otherwise be
     deliverable upon the conversion of Series D Preferred Unit,
     the Partnership shall pay to the General Partner as holder
     of such unit an amount in cash based upon the Current Market
     Price (as defined in Section 6.08(g)(3) of the General
     Partner's Articles of Incorporation, as amended) of the
     General Partner's common stock on the Trading Day (as
     defined in Section 6.08(g)(3) of the General Partner's
     Articles of Incorporation, as amended) immediately preceding
     the date of conversion.  If more than one Series D Preferred
     Unit shall be surrendered for conversion at one time, the
     number of full Common Units issuable upon conversion thereof
     shall be as specified by the General Partner.

          (4)  The number of Series D Preferred Units shall be
     increased or decreased by split, combination or otherwise in
     the same manner as the Series D Preferred Shares so that the
     number of authorized Series D Preferred Units will at all
     times be equal to the number of authorized Series D
     Preferred Shares and number of outstanding Series D
     Preferred Units will at all times be equal to the number of
     outstanding Series D Preferred Shares.