Exhibit 10.4
                       FIFTH AMENDMENT TO
      AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
                               OF
                 DUKE REALTY LIMITED PARTNERSHIP
    --------------------------------------------------------

          THIS FIFTH AMENDMENT TO THE AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP (this "Amendment") is made
effective as of October 1, 1997 by and among DUKE REALTY
INVESTMENTS, INC. (the "General Partner"), DMI Partnership
("DMI"), Thomas L. Hefner ("Hefner"), LINDBERGH-WARSON
PROPERTIES, INC., a Missouri corporation ("LWP"), MARYVILLE LAND
PARTNERSHIP, a Missouri general partnership ("MLP"), MARYVILLE
CENTRE ASSOCIATES VI, a Missouri general partnership ("MCA VI"),
MARYVILLE CENTRE ASSOCIATES VIII, a Missouri general partnership
("MCA VIII"), EDWARD T. BAUR, Trustee, BIRCH M. MULLINS, Trustee,
and JAMES D. ECKHOFF (LWP, MLP, MCA VI, MCA VIII, Edward T. Baur,
Birch M. Mullins, and James D. Eckhoff are collectively referred
to as the "Baur Group").  All capitalized terms used but not
defined in this Amendment shall have the meanings respectively
assigned to them in the Partnership Agreement (as hereinafter
defined).

                            RECITALS:
                            --------

          A. The Partnership is governed by that certain Amended
and Restated Agreement of Limited Partnership, dated as of
October 4, 1993, as amended to date (the "Partnership
Agreement").

          B.  Pursuant to that certain Contribution and Exchange
Agreement by and among Lindbergh-Warson Properties, Inc., D/B/A
Baur Properties, Duke Realty Limited Partnership, and Duke Realty
Investments, Inc. and other parties, dated as of October 1, 1997,
the Baur Group contributed to the capital of the Partnership
certain assets, subject to certain liabilities, in exchange for
ownership interests in the Partnership.

          C.  The Baur Group wishes to be admitted as Additional
Limited Partners of the Partnership.

          D.  This Amendment is made pursuant to Section
9.05(a)(iii) and Section 9.05(b) of the Partnership Agreement.

          E.  The General Partner, DMI and Hefner collectively
own in excess of 90% of the outstanding Units.

          F.  All of the parties desire to enter into this
Amendment for the purpose of setting forth the admission of the
Baur Group to the Partnership as Additional Limited Partners and
certain amendments to the Partnership Agreement as hereinafter
set forth.

          NOW, THEREFORE, in consideration of the mutual promises
hereinafter set forth and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the
parties hereto, intending to be legally bound, do hereby agree as
follows:

          1.   The Baur Group is hereby admitted as Additional
Limited Partners of the Partnership.


     2.  The Partnership Agreement is hereby amended as follows:

          SECTION 1.04.  DEFINITIONS.
         ----------------------------
         Section 1.04 is hereby amended by inserting the
    following new definitions:

                   "Baur Contribution and Exchange Agreement"
    means that certain Contribution and Exchange Agreement by and
    among Lindbergh-Warson Properties, Inc., D/B/A Baur
    Properties, Duke Realty Limited Partnership, and Duke Realty
    Investments, Inc. and other parties dated as of October 1,
    1997.
    
                   "Baur Group" means, collectively, Lindbergh-
    Warson Properties, Inc., Maryville Land Partnership,
    Maryville Center Associates VI, Maryville Center Associates
    VIII, Edward T. Baur, Trustee, Birch M. Mullins, Trustee and
    James D. Eckhoff.

                   "Baur Units" means one or more Units issued by
    the Partnership as a class that: (1) are distributed to the
    Baur Group pursuant to section 2.1(c) of the Baur
    Contribution and Exchange Agreement; (2) are entitled to the
    distribution of certain refinancing proceeds pursuant to
    Section 4.15(b); and (3) after the distribution pursuant to
    Section 4.15(b), have all the same rights, powers, and
    privileges as Units.
    
                   "Restructured Mortgage" means that certain
    refinancing mortgage in the principal amount of
    $20,000,000.00, which is subject to a certain liability
    assumption agreement executed by the Baur Group, a copy of
    which is attached as an exhibit to the Baur Contribution and
    Exchange Agreement.

    SECTION 2.03(A).  CLASSIFICATION AND OWNERSHIP OF UNITS.
    -------------------------------------------------------
    Section 2.03(a) is hereby amended by deleting the first
    sentence thereof and inserting the following in lieu thereof:

    The Units shall all be of a single class unless and until the
    Partnership issues Units of one or more additional classes
    pursuant to Article IV.
    
    ARTICLE IV.  CAPITAL CONTRIBUTIONS, PROFITS AND LOSSES AND DISTRIBUTIONS.
    -----------------------------------------------------------------------
    Article IV is hereby amended by revising Section 4.03 and adding 
    Section 4.15 as follows:

    SECTION 4.03.  DISTRIBUTABLE CASH.
    ----------------------------------
    Section 4.03 is hereby amended by deleting the first sentence thereof 
    and inserting the following in lieu thereof:

    Except as otherwise provided in this Article IV,
    distributions of Distributable Cash shall be made when
    declared by the General Partner in its sole discretion to the
    Partners who are Partners on the Partnership Record Date with
    respect to such Distribution in accordance with their
    respective Percentage Shares on such Partnership Record Date;
    provided that in no event may a Partner receive a
    Distribution of Distributable Cash with respect to a Unit if
    such Partner is entitled to receive a Distribution out of
    such Distributable Cash with respect to a REIT Share for
    which such Unit has been exchanged.
    
<PAGE>

    SECTION 4.15.  BAUR UNITS.
    --------------------------
   (a) Pursuant to subsection (a) of Section 4.02,
   the Partnership hereby issues Baur Units in the aggregate amount
   of 1,925,337 to the Baur Group in exchange for the contribution
   to the capital of the Partnership pursuant to the Baur
   Contribution and Exchange Agreement of assets with an Agreed
   Value in the aggregate of $60,817,142.20.  Immediately following
   the capital contributions described in this subsection and the
   distributions pursuant to subsection (b) of this Section, the
   Capital Accounts and the number of Baur Units owned by each
   member of the Baur Group is as follows:
<TABLE>
<CAPTION>

                                                Capital        Baur
                                                Accounts       Units
                                                --------       ------
    <S>                                        <C>             <C>
    Lindbergh-Warson Properties, Inc.:         $ 6,424,625.74    303,048
    
    Maryville Land Partnership:                 26,523,604.91  1,251,114
    
    Maryville Center Associates VI:              4,340,250.23    204,729
    
    Maryville Center Associates VIII:            1,858,341.54     87,658
    
    Edward T. Baur:                                815,245.35     38,455
    
    Birch M. Mullins:                              779,383.24     36,763
    
    James D. Eckhoff:                               75,691.40      3,570
                                                 ------------  ---------
        TOTAL                                  $40,817,142.41  1,925,337
</TABLE>



    (b)  Notwithstanding Section 4.03 or any other
provision of this Agreement, immediately after the effective time
of the admission of the Baur Group as Partners, each holder of
Baur Units shall be distributed an amount of cash equal to
$10.38779 for each Baur Unit held, for an aggregate Distribution
of $20,000,000.00, in accordance with the schedule attached
hereto ("Schedule A").  Pursuant to Notice 89-35, 1989-1 C.B.
675, for purposes of applying the interest tracing rules of
Treasury Regulations Section 1.163-8T, the Partnership shall
treat the amount distributed to each member of the Baur Group as
being made from the proceeds of the Restructured Mortgage.
Interest expense on such proceeds shall be allocated in
accordance with the general allocation rules of V.A of Notice 89-
35.  Notwithstanding any other provision of this Agreement, the
General Partner shall not be liable for, nor be required to
restore or make a capital contribution on account of, any deficit
Capital Account balance to the extent that the proceeds of any
such restoration or capital contribution would be used to pay the
Restructured Mortgage.  Furthermore, in the event that the
General Partner becomes liable for and is required to pay,
directly or indirectly, all or any portion of the Restructured
Mortgage from its separate assets, each member of the Baur Group
shall upon demand pay to the General Partner an amount of cash in
immediately available funds equal to the amount paid by the
General Partner on account of the Restructured Mortgage
multiplied by a fraction, the numerator of which is the number of
Baur Units issued to such member of the Baur Group pursuant to
Section 4.15(a) hereof and the denominator of which is the number
of Baur Units issued to all members of the Baur Group pursuant to
Section 4.15(a) hereof.

          3.   This Amendment may be executed in any number of
counterparts with the same effect as if  all of the parties had
signed the same document.  All counterparts shall be construed
together and shall constitute one agreement.

          4.  Except as amended hereby, the Partnership Agreement
shall continue in full force and effect.

          IN WITNESS WHEREOF, the parties hereto have executed
this Amendment as of the day and year first above written.

                         DUKE REALTY INVESTMENTS, INC.,
                         General Partner,

Date:                         By:  /s/
     -----------------             -----------------------
                                   Thomas L. Hefner
                                   Chief Executive Officer


Date:                             /s/
     ----------------             ------------------------
                                  THOMAS L. HEFNER


Date:                         DMI PARTNERSHIP
     -----------------        By:  Duke Management, Inc., General Partner


                              By:
                                 -------------------------------
                                 Thomas L. Hefner, President


Date:
     -----------------           -------------------------------
                                 EDWARD T. BAUR, TRUSTEE


Date:
     -----------------           -------------------------------
                                 BIRCH M. MULLINS, TRUSTEE


Date:
     -----------------           -------------------------------
                                 JAMES D. ECKHOFF


                              LINDBERGH-WARSON PROPERTIES, INC.


Date:                         By:
     ------------------         -------------------------------
Attest:                       Edward T. Baur, Chairman
       ----------------
       James D. Eckhoff
       Secretary

<PAGE>
                              MARYVILLE LAND PARTNERSHIP

                              By:  Lindbergh-Warson Properties, Inc., 
                                   its General Partner


Date:                              By:
     ------------------            -------------------------
Attest:                            Edward T. Baur, Chairman
     ------------------
       James D. Eckhoff
       Secretary


                              MARYVILLE CENTRE ASSOCIATES VI

                              By:  Maryville Land Partnership,
                                   its General Partner

                              By:  Lindbergh-Warson
                                   Properties, Inc., its
                                   General Partner

Date:                              By:
     ------------------            -------------------------
Attest:                            Edward T. Baur, Chairman
     ------------------
       James D. Eckhoff
       Secretary
                              MARYVILLE CENTRE ASSOCIATES VIII

                              By:  Maryville Land Partnership,
                                   its General Partner


                              By:  Lindbergh-Warson Properties, Inc., 
                                   its General Partner

Date:                              By:
     ------------------            -------------------------
Attest:                            Edward T. Baur, Chairman
     ------------------
       James D. Eckhoff
       Secretary
<PAGE>
                           SCHEDULE A
                           -----------
              DISTRIBUTION OF REFINANCING PROCEEDS
            TO BAUR GROUP PURSUANT TO SECTION 4.03(b)
                  OF THE PARTNERSHIP AGREEMENT
            ----------------------------------------
<TABLE>
<CAPTION>

                                      DISTRIBUTION OF
BAUR GROUP                         REFINANCING PROCEEDS
-----------                        ---------------------
<S>                                <C>
EDWARD T. BAUR                        399,462.24

BIRCH M. MULLINS                      381,890.15

JAMES D. ECKHOFF                       37,088.05

MARYVILLE LAND PARTNERSHIP         12,996,306.62

LINDBERGH-WARSON PROPERTIES, INC.   3,148,003.69

MARYVILLE CENTRE ASSOCIATES VI      2,126,680.10

MARYVILLE CENTRE ASSOCIATES VIII      910,569.15
                                   -------------
   TOTAL                         $ 20,000,000.00
                                   =============
</TABLE>