UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549
                                    FORM 10-K
      (Mark One)
          /X/  Annual report pursuant to section 13 or 15(d) of the
     Securities Exchange Act of 1934 (Fee Required) for
     the fiscal year ended December 31, 1996
                           -----------------
               or
          / /  Transition report pursuant to section 13 or 15(d) of
     the Securities Exchange Act of 1934 (No Fee Required) for the       
     transition period from        to
                            ------    -------
     Commission file number       0-20625
                            ------------------
     
                            DUKE REALTY LIMITED PARTNERSHIP
     -----------------------------------------------------------------
              (Exact name of registrant as specified in its charter)
                                        
                    Indiana                       35-1898425
     --------------------------------------- -------------------------
     (State or other jurisdiction of          (I.R.S. Employer
     incorporation or organization)            Identification No.)
     
          8888 Keystone Crossing, Suite 1200
               Indianapolis, Indiana                   46240
     ----------------------------------------      -------------
     (Address of principal executive offices)        (Zip Code)
                                (317)  846-4700
                           -------------------------
              (Registrant's telephone number, including area code)
     
           SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
     Title of each class:          Name of each exchange on which registered:
                None                              N/A
     --------------------          -----------------------------------
     SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
     LIMITED PARTNER UNITS
     
     
     Indicate  by check mark whether the Registrant (1) has filed  all
     reports  required  to be filed by Section  13  or  15(d)  of  the
     Securities  Exchange Act of 1934 during the preceding  12  months
     (or  for such shorter period that the Registrant was required  to
     file  such  reports),  and (2) has been subject  to  such  filing
     requirements for the past 90 days.   Yes   X    No
                                              -----     ------
     Indicate by check mark if disclosure of delinquent filers
     pursuant to Item 405 Regulation S-K is not contained herein, and
     will not be contained, to the best of Registrant's knowledge, in
     definitive proxy or information statements incorporated by
     reference in Part III of this Form 10-K or any amendment to this
     Form 10-K. ( X )
     
     The  aggregate market value of the Limited Partner Units held  by
     non-affiliates  of Registrant is $43,648,729 based  on  the  last
     reported  sale  price  of  the  common  shares  of  Duke   Realty
     Investments,   Inc.,  into  which  Limited  Partner   Units   are
     exchangeable, on March 7, 1997.
     
     The  number of  Limited Partnership Units outstanding as of March
     7, 1997 was 3,309,758.
                                        
                       DOCUMENTS INCORPORATED BY REFERENCE
                                        
     
     Part III incorporates by reference the Proxy Statement of Duke
     Realty Investments, Inc. related to the Annual Meeting of
     Shareholders to be held April 24, 1997.
     <PAGE>
     
                                TABLE OF CONTENTS
                                        
                                    FORM 10-K

          
          Item No.                                                   Page(s)
          --------                                                   -------
          PART I
          
           1.   Business..............................................1 -4
           2.   Properties............................................4 -13
           3.   Legal Proceedings.....................................13
           4.   Submission of Matters to a Vote of Security Holders...13
           
           PART II
           
           5.   Market for the Registrant's Equity and Related
                Security Holder Matters...............................13
           6.   Selected Financial Data...............................14
           7.   Management's Discussion and Analysis of Financial 
                Condition and Results of Operations...................14- 22
           8.   Financial Statements and Supplementary Data...........22
           9.   Changes in and Disagreements with Accountants on 
                Accounting and Financial Disclosure...................22
           
           PART III
           
           10.  Directors and Executive Officers of the Registrant....23-25
           11.  Executive Compensation................................25
           12.  Security Ownership of Certain Beneficial Owners and
                Management............................................25
           13.  Certain Relationships and Related Transactions........25
           
           PART IV
           
           14.  Exhibits, Financial Statement Schedules and Reports 
                on Form 8-K...........................................26-52
           
           Signatures.................................................53-54
           Exhibits         
   <PAGE>
          
   When  used  in this Form 10-K Report, the words "believes," "expects,"
   "estimates" and similar expressions are intended to identify  forward-
   looking  statements. Such statements are subject to certain risks  and
   uncertainties  which could cause actual results to differ  materially.
   In  particular, among the factors that could cause actual  results  to
   differ  materially  are  continued  qualification  as  a  real  estate
   investment   trust,   general  business   and   economic   conditions,
   competition,  increases  in real estate construction  costs,  interest
   rates,  accessibility  of debt and equity capital  markets  and  other
   risks  inherent in the real estate business including tenant defaults,
   potential  liability relating to environmental matters and illiquidity
   of  real estate investments. Readers are cautioned not to place  undue
   reliance on these forward-looking statements, which speak only  as  of
   the  date hereof. The Partnership undertakes no obligation to publicly
   release   the  results  of  any  revisions  to  these  forward-looking
   statements which may be made to reflect events or circumstances  after
   the  date hereof or to reflect the occurrence of unanticipated events.
   Readers  are also advised to refer to Duke Realty Investments,  Inc.'s
   Form  8-K  Report  as  filed  with the U.S.  Securities  and  Exchange
   Commission  on  March  29, 1996 for additional information  concerning
   these risks.
   
                                     PART I
                                        
   ITEM 1.  BUSINESS
   
   Duke  Realty  Limited  Partnership (the  "Partnership")  was  formed  on
   October  4,  1993, when Duke Realty Investments, Inc. (the  "Predecessor
   Company"  or  the "General Partner") contributed all of  its  properties
   and  related  assets  and liabilities along with  the  net  proceeds  of
   $309.3  million  from  the issuance of an additional  14,000,833  shares
   through   an   offering  (the  "1993  Offering")  to  the   Partnership.
   Simultaneously,  the  Partnership  completed  the  acquisition  of  Duke
   Associates, a full-service commercial real estate firm operating in  the
   Midwest. The General Partner was formed in 1985 and qualifies as a  real
   estate  investment trust under provisions of the Internal Revenue  Code.
   The  General  Partner  is the sole general partner  of  the  Partnership
   currently  owning  88.9% of the partnership interest  ("General  Partner
   Units").  The  remaining 11.1% of the Partnership is  owned  by  limited
   partners  ("Limited  Partner  Units"  and,  together  with  the  General
   Partner Units, the "Common Units").
   
   The  Partnership's primary business segment is the ownership and  rental
   of  industrial, office and retail properties throughout the Midwest.  As
   of  December 31, 1996, it owned interests in a diversified portfolio  of
   266 rental properties comprising 31.2 million square feet (including  17
   properties  and one expansion comprising 3.8 million square  feet  under
   development). Substantially all of these properties are located  in  the
   Partnership's  primary  markets  of Indianapolis,  Indiana;  Cincinnati,
   Cleveland,  and  Columbus, Ohio; Detroit, Michigan; St. Louis,  Missouri
   and  Nashville,  Tennessee. In addition to its  Rental  Operations,  the
   Partnership  through its Service Operations provides, on  a  fee  basis,
   leasing,  management, construction, development and  other  real  estate
   services  for approximately 8.7 million square feet of properties  owned
   by  third parties. See Item 7, "Management's Discussion and Analysis  of
   Financial  Condition and Results of Operations" and  Item  8  "Financial
   Statements  and Supplementary Data" for financial information  of  these
   industry  segments.  The  Partnership conducts  its  Service  Operations
   through  Duke  Realty Services Limited Partnership and Duke Construction
   Limited  Partnership,  in  which  the Partnership  has  an  89%  profits
   interest   (after   certain  preferred  returns  on  partners'   capital
   accounts)  and effective control of their operations. All references  to
   the  "Partnership" in this Form 10-K Report include the Partnership  and
   those  entities  owned  or  controlled by the  Partnership,  unless  the
   context  indicates otherwise. The Partnership has the largest commercial
   real estate operations in Indianapolis and Cincinnati and is one of  the
   largest real estate companies in the Midwest.
                                      -1-
   <PAGE>
   
   The  Partnership's  headquarters and executive offices  are  located  in
   Indianapolis,  Indiana. In addition, the Partnership has seven  regional
   offices  located  in Cincinnati, Ohio; Columbus, Ohio; Cleveland,  Ohio;
   Decatur,  Illinois;  Detroit,  Michigan; Nashville,  Tennessee  and  St.
   Louis,  Missouri. The Partnership had 480 employees as of  December  31,
   1996.
   
   BUSINESS STRATEGY
   
   The  Partnership's  business objective is to  increase  its  Funds  From
   Operations ("FFO") by (i) maintaining and increasing property  occupancy
   and  rental rates through the aggressive management of its portfolio  of
   existing   properties;   (ii)  expanding  existing   properties;   (iii)
   developing and acquiring new properties; and (iv) providing a full  line
   of  real  estate  services to the Partnership's tenants  and  to  third-
   parties.  FFO  is  defined by the National Association  of  Real  Estate
   Investment  Trusts as net income or loss excluding gains or losses  from
   debt   restructuring  and  sales  of  property  plus  depreciation   and
   amortization,    and   after   adjustments   for   minority    interest,
   unconsolidated   partnerships  and  joint  ventures   (adjustments   for
   minority  interests, unconsolidated partnerships and joint ventures  are
   calculated to reflect FFO on the same basis). While management  believes
   that   FFO   is  a  relevant  measure  of  the  Partnership's  operating
   performance  because it is widely used by industry analysts  to  measure
   the  operating performance of equity REITs and real estate partnerships,
   such  amount does not represent cash flow from operations as defined  by
   generally  accepted accounting principles, should not be  considered  as
   an  alternative  to  net  income as an indicator  of  the  Partnership's
   operating performance, and is not indicative of cash available  to  fund
   all  cash flow needs. As a fully integrated commercial real estate firm,
   the   Partnership  believes  that  its  in-house  leasing,   management,
   development  and construction services and the Partnership's significant
   base  of  commercially zoned and unencumbered land in existing  business
   parks  should give the Partnership a competitive advantage in its future
   development activities.
   
   The  Partnership believes that the analysis of real estate opportunities
   and  risks can be done most effectively at regional or local levels.  As
   a   result,  the  Partnership  intends  to  continue  its  emphasis   on
   increasing  its market share and effective rents in its primary  markets
   within  the  Midwest.  The  Partnership  also  expects  to  utilize  its
   approximately  1,200 acres of unencumbered land and  its  many  business
   relationships  with  more than 2,800 commercial tenants  to  expand  its
   build-to-suit  business  (development projects substantially  pre-leased
   to  a  single  tenant) and to pursue other development  and  acquisition
   opportunities in its primary markets and elsewhere in the  Midwest.  The
   Partnership  believes that this regional focus will allow it  to  assess
   market supply and demand for real estate more effectively as well as  to
   capitalize on its strong relationships with its tenant base.
   
   The  Partnership's  policy is to seek to develop  and  acquire  Class  A
   commercial properties located in markets with high growth potential  for
   Fortune  500 companies and other quality regional and local  firms.  The
   Partnership's  industrial  and suburban office  development  focuses  on
   business  parks  and mixed-use developments suitable for development  of
   multiple projects on a single site where the Partnership can create  and
   control  the  business environment. These business parks  and  mixed-use
   developments  generally include restaurants and  other  amenities  which
   the  Partnership believes will create an atmosphere that is particularly
   efficient  and  desirable. The Partnership's retail development  focuses
   on  community,  power and neighborhood centers in its existing  markets.
   As  a  fully integrated real estate company, the Partnership is able  to
   arrange for or provide to its industrial, office and retail tenants  not
   only  well  located and well maintained facilities, but also  additional
   services    such   as   build-to-suit   construction,   tenant    finish
   construction,  expansion  flexibility  and  advertising  and   marketing
   services.
                                      -2-
   <PAGE>
   
   Consistent  with  its  business  strategy  of  expanding  in  attractive
   Midwestern  markets, the Partnership carefully analyzed the real  estate
   investment  potential  of several major Midwestern  metropolitan  areas.
   Based  on  this  analysis, management concluded that the St.  Louis  and
   Cleveland  markets  offer attractive real estate investment  returns  in
   the  industrial  and  suburban office markets  based  on  the  following
   factors:   (i)   fragmented  competition;  (ii)   strong   real   estate
   fundamentals; and (iii) favorable economic conditions.
   
   In  1995, the Partnership established a regional office in St. Louis and
   acquired  463,000  square  feet of suburban office  properties  and  153
   acres  of  land for the future development of industrial properties.  In
   February  1996,  the Partnership acquired a 782,000  gross  square  foot
   suburban  office portfolio and the operating personnel of an independent
   real  estate  developer  and  operator  in  Cleveland.  The  Partnership
   intends  to  aggressively  pursue  the development  and  acquisition  of
   additional  rental  properties  in both  the  St.  Louis  and  Cleveland
   markets.
   
   All  of  the Partnership's properties are located in areas that  include
   competitive   properties.  Such  properties  are  generally   owned   by
   institutional  investors, other REITs or local  real  estate  operators;
   however,  no single competitor or small group of competitors is dominant
   in   the  Partnership's  markets.  The  supply  and  demand  of  similar
   available  rental properties may affect the rental rates the Partnership
   will  receive on its properties. Based upon the current occupancy  rates
   in  the Partnership and competitive properties, the Partnership believes
   there  will  not  be significant competitive pressure  to  lower  rental
   rates in the near future.
   
   FINANCING STRATEGY
   
   The  Partnership  seeks  to maintain a well-balanced,  conservative  and
   flexible capital structure by: (i) currently targeting a ratio of  long-
   term  debt  to total market capitalization in the range of 25%  to  40%;
   (ii)  extending  and sequencing the maturity dates of  its  debt;  (iii)
   borrowing primarily at fixed rates; (iv) generally pursuing current  and
   future  long-term  debt  financings and  refinancings  on  an  unsecured
   basis;  and  (v) maintaining conservative debt service and fixed  charge
   coverage ratios. Management believes that these strategies have  enabled
   and  should  continue to enable the General Partner and the  Partnership
   to  access  the  debt  and equity capital markets  for  their  long-term
   requirements  such as debt refinancings and financing  development  and
   acquisitions  of additional rental properties. The General  Partner  and
   the  Partnership have raised approximately $626 million  through  public
   debt  and  equity  offerings during the three years ended  December  31,
   1996.  Based on these offerings, the General Partner and the Partnership
   have  demonstrated  their abilities to access the public  markets  as  a
   source  of  capital  to  fund future growth. In addition,  as  discussed
   under  Item  7,  "Management's  Discussion  and  Analysis  of  Financial
   Condition  and  Results  of  Operations," the  Partnership  has  a  $150
   million  line of credit available for short-term fundings of development
   and  acquisition of additional rental properties. The Partnership's debt
   to  total  market  capitalization ratio (total market capitalization  is
   defined  as  the  total market value of all Common and  Preferred  Units
   outstanding plus outstanding indebtedness) at March 7, 1997  was  25.3%.
   The  market  value of the Common and Preferred Units is  assumed  to  be
   equal  to  the  General Partner's market value of Common  and  Preferred
   Shares.  The Partnership's ratio of earnings to debt service  and  ratio
   of  earnings to fixed charges for the year ended December 31, 1996  were
   2.62x  and  2.20x, respectively. In computing the ratio of  earnings  to
   debt  service, earnings have been calculated by adding debt  service  to
   income  before gains or losses on property sales. Debt service  consists
   of  interest  expense  and  recurring principal amortization  (excluding
   maturities)  and  excludes  amortization  of  debt  issuance  costs.  In
   computing the
                                      -3-
   <PAGE>
   
   
   ratio  of  earnings to fixed charges, earnings have been  calculated  by
   adding  fixed charges, excluding capitalized interest, to income  before
   gains  or  losses on property sales. Fixed charges consist  of  interest
   costs,  whether  expensed  or capitalized,  the  interest  component  of
   rental expense, amortization of debt issuance costs and preferred  stock
   dividend  requirements.  Management  believes  these  measures   to   be
   consistent with its financing strategy.
   
   OTHER
   
   The  Partnership's  operations are not dependent  on  a  single  or  few
   customers  as  no  single customer accounts for  more  than  2%  of  the
   Partnership's  total  revenue.  The  Partnership's  operations  are  not
   subject  to  any  significant  seasonal  fluctuations.  The  Partnership
   believes  it  is in compliance with environmental regulations  and  does
   not anticipate material effects of continued compliance.
   
   For  additional information regarding the Partnership's investments  and
   operations,  see  Item  7,  "Management's  Discussion  and  Analysis  of
   Financial  Condition and Results of Operations," and Item 8,  "Financial
   Statements  and  Supplementary Data." For additional  information  about
   the  Partnership's  business segments see Item 8, "Financial  Statements
   and Supplementary Data."
   
   ITEM 2.  PROPERTIES
   
   As  of  December  31,  1996,  the  Partnership  owns  an  interest  in  a
   diversified   portfolio   of  266  commercial   properties   encompassing
   approximately  31.2  million  net  rentable  square  feet  (including  17
   properties  and  one expansion comprising 3.8 million square  feet  under
   development)  located  primarily in five states and  approximately  1,200
   acres  of  land for future development. The properties are  described  on
   the following pages.
                                      -4-
   <PAGE>
<TABLE>
<CAPTION>
                            Partner-                       Net     Percent
                             ship's     Year      Land   Rentable  Occupied
Name/            Ownership   Owner-  Constructed/ Area     Area       at
Location         Interest    ship      Expanded  (Acres) (sq.ft.)  12/31/96
---------        ----------  -------  ----------- ------  ------   --------
<S>                  <C>      <C>        <C>      <C>     <C>        <C>
                               
IN-SERVICE                                                               
----------
INDUSTRIAL                                                               
----------
                                                                         
INDIANAPOLIS, INDIANA                                                           

PARK 100 BUSINESS PARK                                                
Building 38          Fee      100%       1978      1.11    6,000     100%
Building 48          Fee       50%  [1]  1984      8.63  127,410     100%
Building 49          Fee       50%  [1]  1982      4.55   89,600     100%
Building 50          Fee       50%  [1]  1982      4.09   51,200     100%
Building 52          Fee       50%  [1]  1983      2.70   34,800     100%
Building 53          Fee       50%  [1]  1984      4.23   76,800     100%
Building 54          Fee       50%  [1]  1984      4.42   76,800     100%
Building 55          Fee       50%  [1]  1984      3.83   43,200     100%
Building 56          Fee       50%  [1]  1984     15.94  300,000     100%
Building 57          Fee       50%  [1]  1984      7.70  128,800     100%
Building 58          Fee       50%  [1]  1984      8.03  128,800     100%
Building 59          Fee       50%  [1]  1985      5.14   83,200     100%
Building 60          Fee       50%  [1]  1985      4.78   83,200      62%
Building 62          Fee       50%  [1]  1986      7.70  128,800     100%
Building 67          Fee       50%  [1]  1987      4.23   72,350     100%
Building 68          Fee       50%  [1]  1987      4.23   72,360     100%
Building 71          Fee       50%  [1]  1987      9.06  193,400     100%
Building 74          Fee   10%-50%  [2]  1988     12.41  257,400     100%
Building 76          Fee   10%-50%  [2]  1988      5.10   81,695     100%
Building 78          Fee   10%-50%  [2]  1988     21.80  512,777     100%
Building 79          Fee      100%       1988      4.47   66,000     100%
Building 80          Fee      100%       1988      4.47   66,000     100%
Building 83          Fee      100%       1989      5.34   96,000     100%
Building 84          Fee      100%       1989      5.34   96,000     100%
Building 85          Fee   10%-50%  [2]  1989      9.70  180,100     100%
Building 89          Fee   10%-50%  [2]  1990     11.28  311,600     100%
Building 91          Fee   10%-50%  [2]1990/1996   7.53  196,800     100%
Building 92          Fee   10%-50%  [2]  1991      4.38   45,917     100%
Building 95          Fee      100%       1993     15.23  336,000     100%
Building 96          Fee      100%       1994     27.69  553,900     100%
Building 97          Fee      100%       1994     13.38  280,800      80%
Building 98          Fee      100%     1968/1995  37.34  508,306     100%
Building 99          Fee       50%  [3]  1994     18.00  364,800     100%
Building 100         Fee      100%       1995      7.00  117,500     100%
Building 101         Fee       50%  [1]  1983      4.37   45,000      92%
Building 105         Fee       50%  [1]  1983      4.64   41,400     100%
Building 106         Fee       50%  [1]  1978      4.64   41,400     100%
Building 107         Fee      100%       1984      3.56   58,783      40%
Building 108         Fee       50%  [1]  1983      6.36   60,300      86%
Building 109         Fee      100%       1985      4.80   46,000      77%
Building 113         Fee       50%  [1]  1987      6.20   72,000     100%
Building 114         Fee       50%  [1]  1987      6.20   56,700      98%
Building 117         Fee   10%-50%  [2]  1988     13.36  135,600      99%
Building 120         Fee   10%-50%  [2]  1989      4.54   54,982      86%
Building 122         Fee      100%       1990      6.17   73,274     100%
Building 125         Fee      100%     1994/1996  13.81  195,080     100%
Building 126         Fee      100%       1984      4.04   60,100     100%
Building 127         Fee      100%       1995      6.50   93,600     100%
Building 128         Fee      100%       1996     14.40  322,000     100%
Building 129         Fee      100%       1996     16.00  320,000      54%
Building 130         Fee      100%       1996      9.70  152,000      73%
G'town Centre Bldg 1 Fee      100%       1987      5.85  111,883      51%
G'town Centre Bldg 2 Fee      100%       1987      5.81   72,120      95%
G'town Centre Bldg 3 Fee      100%       1987      5.10   45,536      56%
                                                                        
PARK FLETCHER                                                          
Building 2           Fee       50%  [1]  1970      1.31   20,160     100%
Building 4           Fee       50%  [1]  1974      1.73   23,000     100%
Building 6           Fee       50%  [1]  1971      3.13   36,180      75%
Building 7           Fee       50%  [1]  1974      3.00   41,900      80%
Building 8           Fee       50%  [1]  1974      2.11   18,000     100%
</TABLE>
                                      
                                      -5-
<PAGE>
<TABLE>
<CAPTION>
                                         
                           Partner-                        Net      Percent
                            ship's      Year       Land  Rentable   Occupied
Name/            Ownership  Owner-   Constructed/  Area    Area        at
Location         Interest    ship      Expanded   (Acres) (sq.ft.)  12/31/96
---------        --------   ------   -----------  ------  -------  --------
                               
                                                                     
<S>                  <C>   <C>        <C>         <C>    <C>         <C>
Building 14          Fee      100%       1978      1.39   19,480     100%
Building 15          Fee       50%  [1]  1979      5.74   72,800      93%
Building 16          Fee       50%  [1]  1979      3.17   35,200     100%
Building 18          Fee       50%  [1]  1980      5.52   43,950     100%
Building 21          Fee       50%  [1]  1983      2.95   37,224     100%
Building 22          Fee       50%  [1]  1983      2.96   48,635     100%
Building 26          Fee       50%  [1]  1983      2.91   28,340      53%
Building 27          Fee       25%  [1]  1985      3.01   39,178     100%
Building 28          Fee       25%  [1]  1985      7.22   93,880     100%
Building 29          Fee       50%  [1]  1987      7.16   92,044     100%
Building 30          Fee       50%  [1]  1989      5.93   78,568     100%
Building 31          Fee       50%  [1]  1990      2.62   33,029      85%
Building 32          Fee       50%  [1]  1990      5.43   67,297     100%
                                                                     
SHADELAND STATION                                                   
Buildings 204 & 205  Fee      100%       1984      4.09   48,600      100%
                                                                     
HUNTER CREEK BUSINESS PARK                                     
Building 1           Fee   10%-50%  [2]  1989      5.97   86,500      100%
Building 2           Fee   10%-50%  [2]  1989      8.86  202,560      100%
                                                                     
HILLSDALE TECHNECENTER                                     
Building 1           Fee       50%  [1]  1986      9.16    73,436     100%
Building 2           Fee       50%  [1]  1986      5.50    83,600     100%
Building 3           Fee       50%  [1]  1987      5.50    84,050     100%
Building 4           Fee      100%       1987      7.85    73,874     100%
Building 5           Fee      100%       1987      5.44    67,500      93%
Building 6           Fee      100%       1987      4.25    64,000     100%
                                                    
Franklin Road        Fee      100%     1962,1971, 28.00   338,925      96%
 Business Center                        1974 [4]   
 
Palomar Business     Fee      100%       1973      4.50    99,350     100%
 Center
                                                                     
Nampac               Fee      100%       1974      6.20    83,200     100%
                                                                     
NORTH AIRPORT PARK                                                        
Thomson Consumer     Fee       50%  [5]  1996     52.00   599,040     100%
 Electronics                          
                                                                     
6060 Guion Road      Fee      100%     1968/1974  14.05   175,840     100%
                                         /1977      
                                                                     
4750 Kentucky Ave.   Fee      100%       1974     11.01   125,000     100%
                                                                     
4316 West Minnesota  Fee      100%       1970     10.40   121,465     100%
                                                                     
CARMEL, INDIANA                                                      
HAMILTON CROSSING                                                 
Building 1           Fee      100%       1989      4.70    51,825     100%
                                                                     
GREENWOOD, INDIANA                                                          
SOUTH PARK BUSINESS CENTER                                     
Building 2           Fee      100%       1990      7.10    86,806      90%
                                                                     
LEBANON, INDIANA                                                     
LEBANON BUSINESS PARK                                                     
American Air Filter  Fee      100%       1996     10.40   153,600     100%
Little, Brown and    Fee       50% [5]   1996     31.60   500,455     100%
 Company                    
                                                                     
CINCINNATI, OHIO                                                     
PARK 50 TECHNECENTER                                   
Building 20          Fee      100%       1987      8.37    96,000     100%
Building 25          Fee      100%       1989     12.20    78,328      91%
                                                                     
GOVERNOR'S POINTE                                  
4700 Building        Fee      100%       1987      5.51    76,400      96%
4800 Building        Fee      100%       1989      7.07    80,000     100%
4900 Building        Fee      100%       1987      9.41    77,652     100%
</TABLE>
                                      -6-
<PAGE>
<TABLE>
<CAPTION>
                                        
                              Partner-                      Net    Percent
                               Ship's     Year     Land   Rentable Occupied
Name/             Ownership    Owner- Constructed/ Area     Area     at
Location          Interest     Ship     Expanded  (Acres) (sq.ft.)  12/31/96
---------         ----------  -------   ---------  ------  ------   -------
                              
                                                                     
<S>                 <C>        <C>     <C>         <C>    <C>        <C>
WORLD PARK                                                           
Building 5          Fee        100%       1987      5.00   59,700    100%
Building 6          Fee        100%       1987      7.26   92,400    100%
Building 7          Fee        100%       1987      8.63   96,000    100%
Building 8          Fee        100%       1989     14.60  192,000     78%
Building 9          Fee        100%       1989      4.47   58,800     91%
Building 11         Fee        100%       1989      8.98   96,000    100%
Building 14         Fee        100%       1989      8.91  166,400    100%
Building 15         Fee        100%       1990      6.50   93,600    100%
Building 16         Fee        100%       1989      7.00   93,600    100%
MicroAge            Fee         50%  [1]  1994     15.10  304,000    100%
                                
                                                                     
ENTERPRISE BUSINESS PARK                                  
Building 1          Fee        100%       1990      7.52   87,400     91%
Building 2          Fee        100%       1990      7.52   84,940    100%
Building A          Fee        100%       1987      2.65   20,888    100%
Building B          Fee        100%       1988      2.65   34,940     95%
Building D          Fee        100%       1989      5.40   60,322     71%
                                                                     
TRI-COUNTY BUSINESS PARK
Xetron              Fee         10%  [6]  1994     29.00  100,193    100%
                                    
FAIRFIELD BUSINESS CENTER                                 
Building D          Fee        100%       1990      3.23   40,223     100%
Building E          Fee        100%       1990      6.07   75,600     100%
                                                                     
OTHER INDUSTRIAL - CINCINNATI                               
U.S. Post Office    Fee         40%  [7]  1992      2.60   57,886     100%
 Building                            
University Moving   Fee        100%       1991      4.95   70,000     100%
Creek Road Bldg I   Fee        100%       1971      2.05   38,715     100%
Creek Road Bldg II  Fee        100%       1971      2.63   53,210     100%
Cornell Commerce    Fee        100%       1989      9.91  167,695      93%
 Center                                                 
Mosteller Dist.     Fee        100%       1957 [8] 25.80  357,796      64%
 Center                                          
Perimeter Park      Fee        100%       1991      2.92   28,100     100%
 Building A
Perimeter Park      Fee        100%       1991      3.84   30,000     100%
 Building B
                                                                     
COLUMBUS, OHIO                                                       
Pet Foods Bldg      Fee        100%    1993/1995   16.22  276,000     100%
MBM Building        Fee        100%       1978      3.98   83,000     100%
                                                                     
SOUTH POINTE BUSINESS CENTER                             
South Pointe A      Fee        100%       1995     14.06  293,824     100%
South Pointe B      Fee        100%       1996     13.16  307,200     100%
                                  
                                                                     
HEBRON, KENTUCKY                                                     
SOUTHPARK BUSINESS CENTER                  
Building 1          Fee        100%       1990     7.90    96,000      43%
Building 3          Fee        100%       1991    10.79   192,000     100%
CR Services         Fee        100%       1994    22.50   214,840     100%
Redken              Fee        100%       1994    28.79   166,400     100%
 Laboratories        
                                                                     
LOUISVILLE, KENTUCKY                                                         
Dayco               Fee         50%  [1]  1995    30.00   282,539     100%
                    
                                                                     
FLORENCE, KENTUCKY                                                           
Empire Commerce     Fee        100%    1973/1980  11.62   148,445     100%
 Center             
                                                                     
DECATUR, ILLINOIS                                                             
PARK 101 BUSINESS CENTER                                         
Building 3          Fee        100%       1979    5.76     75,600      79%
Building 8          Fee        100%       1980    3.16     50,400      84%
</TABLE>
                                      -7-

<PAGE>
[CAPTION]
<TABLE>
                             Partner-                        Net    Percent
                              ship's     Year      Land    Rentable Occupied
Name/             Ownership   Owner-  Constructed/ Area      Area      at  
Location          Interest     ship     Expanded  (Acres)  (sq.ft.) 12/31/96 
---------         ----------  ------   ----------- ------   ------  --------
                               
<S>             <C>         <C>           <C>     <C>      <C>         <C>
NASHVILLE, TENNESSEE                                                          
HAYWOOD OAKS TECHNECENTER                                         
Building 2          Fee       100%        1988     2.94     50,400     100%
Building 3          Fee       100%        1988     2.94     52,800     100%
Building 4          Fee       100%        1988     5.23     46,800      94%
Building 5          Fee       100%        1988     5.23     61,171      94%
Building 6          Fee       100%        1989    10.53    113,400     100%
Building 7          Fee       100%        1995     8.24     66,873     100%
                                                                     
Greenbriar          Fee       100%        1986    10.73    134,759      98%
 Business Park                                       
                                                                     
Keebler Building    Fee       100%        1985     4.39     36,150     100%
                                                                     
MILWAUKEE, WISCONSIN                                                          
S.F. Music Box      Fee     33.33% [9]    1993     8.90    153,600     100%
 Building                            
                                                                  
ST. LOUIS, MISSOURI                                                          
I-70 Center         Fee       100%        1986     4.57     76,240      85%
1920 Beltway        Fee       100%        1986     4.44     70,000     100%
Interamerican       Fee       100%        1996    21.24    403,200      71%
Alfa Laval          Fee       100%        1996    12.76    129,500     100%
                                                
                                                                     
OFFICE
------                                                               
                                                                     
INDIANAPOLIS, INDIANA                                                       
PARK 100 BUSINESS PARK                                               
Building 34         Fee       100%        1979     2.00     22,272      89%
Building 116        Fee       100%        1988     5.28     35,700      84%
Building 118        Fee       100%        1988     6.50     35,700     100%
Building 119        Fee       100%        1989     6.50     53,300     100%
CopyRite Bldg       Fee        50%  [3]   1992     3.88     48,000     100%
                   
                                                                     
WOODFIELD AT THE CROSSING                                            
Two Woodfield       Fee       100%        1987     7.50     17,818      78%
 Crossing                                                     
Three Woodfield     Fee       100%        1989    13.30    259,777      94%
 Crossing                                      
                                                                     
PARKWOOD CROSSING                                                             
One Parkwood        Fee       100%        1989     5.93    108,281     100%
Two Parkwood        Fee       100%        1996     5.96     93,300     100%
                                                                     
SHADELAND STATION                                                            
7240 Shadeland      Fee     66.67% [10]   1985     2.14     45,585      99%
 Station                            
7330 Shadeland      Fee       100%        1988     4.50     42,619     100%
 Station
7340 Shadeland      Fee       100%        1989     2.50     32,235     100%
 Station
7351 Shadeland      Fee       100%        1983     2.14     27,740     100%
 Station
7369 Shadeland      Fee       100%        1989     2.20     15,551     100%
 Station
7400 Shadeland      Fee       100%        1990     2.80     49,544     100%
 Station
                                                                     
KEYSTONE AT THE CROSSING                                             
F.C. Tucker      Fee/Ground   100%        1978     N/A       4,840     100%
 Building        Lease [11]
3520 Commerce   Ground/Bldg.  100%        1976     N/A      30,000     100%
 Crossing        Lease [12]
8465 Keystone       Fee       100%        1983     1.31     28,298      93%

Community MOB       Fee       100%        1995     4.00     39,205     100%
                                                                     
CARMEL, INDIANA                                                      
CARMEL MEDICAL CENTER                                                   
Building I      Fee/Ground    100%        1985     N/A      40,060      77%
                 Lease [13]
Building II     Fee/Ground    100%        1989     N/A      39,973      94%
                 Lease [13]
</TABLE>
                                        
                                      -8-
<PAGE>
[CAPTION]
<TABLE>
                                                            
                                                            
                            Partner-                         Net    Percent
                             ship's      Year       Land   Rentable Occupied
Name/             Ownership  Owner-   Constructed/  Area     Area      at
Location          Interest    ship      Expanded   (Acres) (sq.ft.) 12/31/96   
---------         ----------  ------   -----------  ------   -----  --------
                             

<S>              <C>           <C>      <C>        <C>      <C>         <C>
GREENWOOD, INDIANA                                                          
SOUTH PARK BUSINESS CENTER                                        
Building 1           Fee       100%        1989     5.40     39,715      97%
Building 3           Fee       100%        1990     3.25     35,900     100%
                                                                     
St. Francis        Fee/Ground  100%        1995     N/A      95,579      85%
 Medical Building   Lease [14]
                                                                     
CINCINNATI, OHIO                                                     
GOVERNOR'S HILL                                                  
8600 Governor's      Fee       100%        1986    10.79    200,584      97%
 Hill                                              
8700 Governor's      Fee       100%        1985     4.98     58,617     100%
 Hill
8790 Governor's      Fee       100%        1985     5.00     58,177      95%
 Hill
8800 Governor's      Fee       100%        1985     2.13     28,700     100%
 Hill
                                                                     
GOVERNOR'S POINTE                                                           
4605 Governor's      Fee       100%        1990     8.00    175,485     100%
 Pointe        
4705 Governor's      Fee       100%        1988     7.50    140,984     100%
 Pointe                                                   
4770 Governor's      Fee       100%        1986     4.50     76,037      94%
 Pointe
                                                                     
PARK 50 TECHNECENTER                           
SDRC Building        Fee       100%        1991    13.00    221,215     100%
Building 17          Fee       100%        1985     8.19     70,644      97%
                                                                  
DOWNTOWN CINCINNATI                                                          
311 Elm Street   Ground/Bldg.  100%      1902/1986   N/A     90,127     100%
                   Lease [15]               [16]
312 Plum Street      Fee       100%        1987     0.69    230,489      66%
312 Elm Street       Fee       100%        1992     1.10    378,786      97%
                                                                     
KENWOOD                                                              
Kenwood Commons      Fee       50%  [17]   1986     2.09     46,145     100%
 Building I                      
Kenwood Commons      Fee       50%  [17]   1986     2.09     46,434      96%
 Building II                    
Ohio National        Fee      100%         1996     9.00    212,125      98%
                                                            
                                                                     
TRI-COUNTY                                                           
Triangle Office      Fee      100%      1965/1985  15.64    172,650      82%
 Park                                     [18]     
Tri-County           Fee      100%      1971,1973, 11.27    102,166      82%
Office Park                             1982 [19]    
Executive Plaza I    Fee      100%        1980      5.83     87,912      99%
Executive Plaza II   Fee      100%        1981      5.02     88,885     100%

                                                                     
BLUE ASH                                                             
West Lake Center     Fee      100%        1981     11.76    179,974      90%
Lake Forest Place    Fee      100%        1985     13.50    217,264      94%
Huntington Bank      Fee      100%        1986      0.94      3,235     100%
 Building
                                                                     
OTHER OFFICE - CINCINNATI                                                       
Fidelity Drive       Fee      100%        1972     8.34      38,000     100%
 Building
Franciscan        Fee/Ground  100%        1996      N/A      36,634     100%
 Health System    Lease[20]                    
                                                                     
COLUMBUS, OHIO                                                       
TUTTLE CROSSING                                                      
4600 Lakehurst       Fee      100%        1990     7.66     106,300     100%
 (Sterling 1)                  
4650 Lakehurst       Fee      100%        1990    13.00     164,639     100%
 (Litel)                      
5555 Parkcenter      Fee      100%        1992     6.09      83,971     100%
 (Xerox)
4700 Lakehurst       Fee      100%        1994     3.86      49,600     100%
(Indiana Insurance)
Sterling  2          Fee      100%        1995     3.33      57,660     100%
John Alden           Fee      100%        1995     6.51     101,112     100%
Cardinal Health      Fee      100%        1995    10.95     132,854     100%
Nationwide           Fee      100%        1996    17.90     315,102     100%
Sterling 3           Fee      100%        1996     3.56      64,500     100%
Metrocenter III      Fee      100%        1983     5.91      73,757     100%
Veterans             Fee      100%        1994     4.98     118,000     100%
 Administration
 Clinic
Scioto Corporate     Fee      100%        1987     7.58      57,251      98%
 Center
</TABLE>
                                      -9-
<PAGE>
[CAPTION]
<TABLE>
                                         

                            Partner-                        Net      Percent
                             ship's      Year      Land   Rentable   Occupied
Name/             Ownership  Owner-  Constructed/  Area     Area        at
Location          Interest    ship     Expanded   (Acres) (sq.ft.)   12/31/96
---------        ----------  ------   -----------  ------  ------    --------
   

                                                                     
<S>               <C>         <C>      <C>         <C>     <C>          <C>
CLEVELAND, OHIO                                                      
Rock Run - North     Fee      100%       1984       5.00    60,272      100%
Rock Run - Center    Fee      100%       1985       5.00    61,174      100%
Rock Run - South     Fee      100%       1986       5.00    63,107      100%
Freedom Square I     Fee      100%       1980       2.59    39,622      100%
Freedom Square II    Fee      100%       1987       7.41   115,156      100%
Corporate Plaza I    Fee      100%       1989       6.10   112,951      100%
Corporate Plaza II   Fee      100%       1991       4.90   103,638      100%
One Corporate        Fee      100%       1989       5.30    87,739       95%
 Exchange
Corporate Center I   Fee      100%       1985       5.33   104,402       77%
Corporate Center II  Fee      100%       1987       5.32    99,260       83%
Corporate Place      Fee      100%       1988       4.50    84,768       90%
Corporate Circle     Fee      100%       1983       6.65   120,444       98%
                                              
                                                                     
LIVONIA, MICHIGAN                                                            
SEVEN MILE CROSSING
38705 Seven Mile  Fee/Ground  100%       1988       N/A    113,066       96%
                  Lease [21]                         
38701 Seven Mile  Fee/Ground  100%       1989       N/A    132,153       99%
                  Lease [21]                                
                                                                     
ST. LOUIS, MISSOURI                                                          
Laumeier I           Fee      100%       1987       4.29   113,852       97%
Laumeier II          Fee      100%       1988       4.64   110,541      100%
Westview Place       Fee      100%       1988       2.69   114,722       99%
Westmark             Fee      100%       1987       6.95   123,889      100%
                                                                     
RETAIL
------                                                               
                                                                     
INDIANAPOLIS, INDIANA                                                       
PARK 100 BUSINESS PARK                        
Building 32          Fee      100%       1978       0.82    14,504       79%
Building 121         Fee      100%       1989       2.27    19,716       76%
                                                                     
CASTLETON CORNER                                                     
Michael's Plaza      Fee      100%       1984       4.50    46,374      100%
Cub Plaza            Fee      100%       1986       6.83    60,136       95%
                                                                     
FORT WAYNE, INDIANA                                                         
Coldwater Crossing   Fee      100%       1990      35.38   246,365       88%
                                                                  
GREENWOOD, INDIANA                                                       
GREENWOOD CORNER                                                     
First Indiana        Fee      100%       1988       1.00     2,400      100%
 Bank Branch
Greenwood Corner     Fee      100%       1986       7.45    50,840       46%
 Shoppes
                                                                     
DAYTON, OHIO                                                         
Sugarcreek Plaza     Fee      100%       1988      17.46    77,940       93%
                                                   
                                                                     
CINCINNATI, OHIO                                                     
Governor's Plaza     Fee      100%       1990      35.00   181,493      100%
King's Mall          Fee      100%       1990       5.68    52,661       98%
Shopping  Center I
King's Mall          Fee      100%       1988       8.90    67,725       93%
Shopping  Center II
Steinberg's          Fee      100%       1993       1.90    21,008      100%
Park 50 Plaza        Fee      100%       1989       2.20    18,000       43%
Kohl's               Fee      100%       1994      12.00    80,684      100%
Sports Unlimited     Fee      100%       1994       7.00    67,148      100%
Eastgate Square      Fee      100%     1990/1996   11.60    94,182      100%
Office Max           Fee      100%       1995       2.25    23,484      100%
Sofa Express -       Fee      100%       1995       1.13    15,000      100%
 Governor's Plaza
Bigg's               Fee      100%       1996      14.00   157,791      100%
 Supercenter                         
</TABLE>
                                      -10-
<PAGE>
<TABLE>
<CAPTION>
                            Partner-                        Net      Percent
                             ship's     Year       Land   Rentable   Occupied
Name/             Ownership  Owner-  Constructed/  Area     Area        at
Location           Interest  ship      Expanded   (Acres) (sq. ft.)  12/31/96
---------         ---------- ------   -----------  ------  ------    --------
                              
<S>                  <C>      <C>      <C>          <C>    <C>          <C>
BLOOMINGTON, ILLINOIS                                                        
Lakewood Plaza       Fee      100%       1987       11.23   87,010       92%
                                                                     
CHAMPAIGN, ILLINOIS                                                           
Market View          Fee      100%       1985        8.50   86,553       90%
                                                                     
COLUMBUS, OHIO                                                       
Galyans Trading      Fee      100%       1994        4.90   74,636      100%
 Company
Tuttle Retail        Fee      100%     1995/1996    13.44  144,244      100%
 Center                                     
</TABLE>
<TABLE>
<CAPTION>
                                                                  
UNDER CONSTRUCTION                                                             
------------------
                              Partner-                         Net     Percent
                               ship's    Expected     Land  Rentable Pre-leased
                  Ownership    Owner-   In-Service    Area    Area       at
                  Interest     ship       Date      (Acres) (sq.ft.)  12/31/96
                 -----------  -------  -----------  ------ ---------  --------
<S>                  <C>      <C>       <C>         <C>     <C>        <C>
                       
INDUSTRIAL                                                        
----------
                                                                  
INDIANAPOLIS, INDIANA                                                    
PARK FLETCHER BUSINESS PARK                                    
Building 33          Fee       50%  [1]  Jan-97       7.50   112,000     36%

PARK 100 BUSINESS PARK                                               
Building 131         Fee      100%       May-97      21.00   404,900    100%
Building 96          Fee      100%       Mar-97       8.40   183,950    100%
 Expansion           
                                                                     
NORTH AIRPORT PARK                                                 
Building 2           Fee      100%      May-97       22.50   377,280     34%
                                                                     
LEBANON, INDIANA                                                     
LEBANON BUSINESS PARK                                                
Purity Wholesale     Fee      100%      Jul-97       32.60   556,248    100%
Pamida               Fee      100%      May-97       14.90   200,000    100%
                                                                     
HEBRON, KENTUCKY                                                     
Skyport Building I   Fee      100%      May-97       15.10   316,800      0%
                                                                     
CLEVELAND, OHIO                                                      
Mr. Coffee           Fee      100%      Aug-97       35.00   458,000    100%
                                                                     
EARTH CITY, MISSOURI                                                         
Earth City           Fee      100%      Feb-97       14.70   244,800      0%
 Building 52 
                                                                     
NASHVILLE, TENNESSEE                                                           
HAYWOOD OAKS TECHNECENTER                                            
Building 8           Fee      100%      Sep-97      15.44     71,500      0%
    
                                                                    
OFFICE                                                           
------
                                                                  
INDIANAPOLIS, INDIANA                                                     
PARKWOOD CROSSING                                                 
Three Parkwood       Fee      100%      Jul-97       6.24    121,246     0%
                                                                     
RIVER ROAD                                                           
Software             Fee      100%      Jan-98       6.90    100,000    80%
 Artistry                                                
                                                                     
COLUMBUS, OHIO                                                       
TUTTLE CROSSING                                                     
Parkwood Place       Fee      100%      Jun-97       9.08    156,000   100%
CompManagement       Fee      100%      Oct-97       4.46     67,841    59%
                                                                     
CLEVELAND, OHIO                                                      
Freedom Square III   Fee      100%      Jul-97       2.00     71,025     0%
Landerbrook          Fee      100%      Nov-97       8.00    106,571    21%
</TABLE>
                             
                                      -11-
<PAGE>
<TABLE>
<CAPTION>
                                                                     
                            Partner-                          Net       Percent
                             ship's    Expected    Land     Rentable  Pre-leased
                  Ownership  Owner-   In-Service   Area      Area          at
                  Interest    ship       Date    (Acres)    (sq.ft.)   12/31/96
                  ---------- ------   ----------- ------     ------    --------
                              
<S>                  <C>     <C>         <C>     <C>        <C>          <C>  
RETAIL                                                               
------                                                                     

CINCINNATI, OHIO                                                     
Fountain Place       Fee      25% [22]   Sep-97     1.98     232,301    90%
                                                                                                      
FLORENCE, KENTUCKY                                                       
Sofa Express         Fee     100%         Jul-97      1.78      20,250   100%
                                                  --------  ----------      
                                                  2,133.05  31,202,862       
                                                  ========  ==========
</TABLE>
                                                                  
                                                                     
[1]  These buildings are owned by a limited liability company in which
the Partnership is a 50.1% member. The Partnership shares in the profit 
or loss from such buildings in accordance with the Partnership's ownership
interest. This limited liability company owns a 50% general partnership
interest in Park Fletcher Buildings 27 and 28 and shares in the profit or
loss from these buildings in accordance with the limited liability company's
interest.
                                                                     
[2]  These buildings are owned by a partnership in which the Partnership is 
a partner. The Partnership owns a 10% capital interest in  the partnership 
and receives a 50% interest in the residual cash flow after payment of a 9%
preferred return to the other partner on its capital interest. 
      
[3]  This building is owned in partnership with a tenant of the building. 
The Partnership owns a 50% general partnership interest in the partnership. 
The Partnership shares in the profit or loss from the building in accordance 
with such ownership interest.
                                                                     
[4]  This building was constructed in three phases; 1962, 1971 and 1974.
                                                                     
[5]  This building was contributed to the limited liability company 
referenced in footnote [1] in 1996.
                                                                     
[6]  This building is owned by a partnership in which the Partnership owns
a 10% limited partnership interest. The Partnership shares in the cash flow 
from the building in accordance with such ownership interest. 
                                                                     
[7]  This building is owned by a limited partnership in which the Partnership
has a 1% general partnership interest and a 39% limited partnership interest.
The Partnership shares in the profit or loss from such building in accordance 
with the Partnership's ownership interest.
                                                                     
[8]  This building was renovated in 1996.
                                                                     
[9]  This building is owned by a partnership in which the Partnership owns
a 33.33% limited partnership interest. The Partnership shares in the profit 
or loss from the building in accordance with such ownership interest. 
                                                                     
[10] The Partnership owns a 66.67% general partnership interest in the 
partnership owning this building. The Partnership shares in the profit or 
loss of this building in accordance with such ownership interest.
                                                                     
[11] The Partnership owns the building and has a leasehold interest in  the
land underlying this building with a lease term expiring October 31, 2067.
                                                                     
[12] The Partnership has a leasehold interest in this building with a lease 
term expiring May 9, 2006.
                                                                     
[13] The Partnership owns these buildings and has a leasehold interest in the
land underlying these buildings, with the lease term expiring November 16, 
2043.
                                                                     
[14] The Partnership owns this building and has a leasehold interest in the
land underlying this building with a  lease  term expiring August 2045, with 
two 20-year options to renew.
                                                                     
[15] The Partnership has a leasehold interest in the building and the 
underlying land with a lease term expiring March 31, 2020. The Partnership has
an option to purchase the fee interest in the property throughout the term of
the lease.
          
[16] This building was renovated in 1986.
                                                                     
[17] These buildings are owned by a partnership in which the Partnership has
a 50% general partnership interest. The Partnership shares in the profit or 
loss from such buildings in  accordance with such ownership interest.  
   
[18] This building was renovated in 1985.
   
                                      -12-
<PAGE>
                                                                     
[19] Tri-County Office Park consists of four buildings. One was built in 
1971, two were built in 1973, and one was built in 1982.
                                                                     
[20] The Partnership owns this building and has a leasehold interest in the
land underlying this building with a lease term expiring June 2095.
                                                                     
[21] The Partnership owns these buildings and has a leasehold interest in 
the land underlying these buildings with a lease term expiring May 31, 2057.
                                                                     
[22] These buildings are owned through a limited liability company in which
the partnership is a 25% member. The limited liability company will own a 
57.5% interest in the Fountain Place retail project.
   
   
   ITEM 3.  LEGAL PROCEEDINGS
   
   There  are no pending legal proceedings to which the Partnership or  any
   subsidiary  was  a  party or to which any of their property  is  subject
   other  than routine litigation incidental to the Partnership's business.
   In  the  opinion of management, such litigation is not material  to  the
   Partnership's business operations or financial condition.

   ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
   
   No  matters  were  submitted to a vote of security holders  during  the
   fourth quarter of the year ended December 31, 1996.
   
                                     PART II
                                        
   ITEM 5.  MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
   SECURITY HOLDER MATTERS
   
   There is no established public trading market for the Common Units.  The
   following  table  sets  forth the cash distributions  paid  during  each
   quarter.  Comparable cash distributions are expected in the  future.  As
   of March 1, 1997, there were 159 record holders of Common Units.
   
   On   January  30,  1997,  the  Partnership  declared  a  quarterly  cash
   distribution of $0.51 per Common Unit payable on February  28,  1997  to
   Common Unitholders of record on February 14, 1997.
<TABLE>
<CAPTION>
   
                     1996  DISTRIBUTIONS     1995  DISTRIBUTIONS
                     -------------------     -------------------
   <S>                    <C>                     <C>
   QUARTER ENDED
   -------------
   December 31            $  .51                  $  .49
   September 30              .51                     .49
   June 30                   .49                     .47
   March 31                  .49                     .47
</TABLE>
   
   
                                      -13-
   <PAGE>
   
                                        
   ITEM 6.  SELECTED CONSOLIDATED FINANCIAL DATA
   
   The  following  sets forth selected consolidated financial and  operating
   information  on a historical basis for the Partnership for  each  of  the
   years  in  the  five-year period ended December 31, 1996.  The  following
   information  should  be  read in conjunction with Item  7,  "Management's
   Discussion   and   Analysis  of  Financial  Condition  and   Results   of
   Operations"  for  the  Partnership and Item 8, the "Financial  Statements
   and  Supplementary  Data"  included in this  Form  10-K.  The  historical
   operating  data  for the years ended December 31, 1996,  1995,  1994  and
   1993  has  been derived from the historical financial statements  of  the
   Partnership  and the Predecessor Company. The historical  operating  data
   for  the  year  ended  December  31,  1992  has  been  derived  from  the
   historical financial statements of the Predecessor Company.
   
   (in thousands, except per share amounts)
<TABLE>
<CAPTION>
   
                               1996       1995      1994      1993     1992
                               ----       ----      ----      ----     ----
   <S>                   <C>         <C>         <C>       <C>      <C>
   Results of Operations:
   Revenues:
    Rental Operations    $   162,160 $  113,641  $ 89,299  $ 33,648 $ 17,675
    Service Operations        19,929     17,777    18,473     5,654     -
                            --------   --------   -------  --------  -------
   Total Revenues        $   182,089 $  131,418  $107,772  $ 39,302 $ 17,675
                            ========   ========  ========  ======== ========
   Net Income (Loss)
    Available to Common
    Units                $    58,713 $   41,600  $ 32,968  $  6,670 $   (653)
                            ========   ========  ========  ======== =========
   Per Unit Data (1):
     Net Income (Loss) 
      per Common Unit    $      1.84 $     1.55  $   1.54  $   1.02 $   (.32)
    Distributions per 
     Common Unit                2.00       1.92      1.84      1.68     1.68
    Weighted Average 
     Common Units
     Outstanding              31,980     26,791    21,467     6,540    2,045
   
   Balance Sheet Data:
    Total Assets          $1,362,399 $1,046,532  $775,884  $633,885 $121,881
    Total Debt            $  525,815 $  454,820  $298,640  $248,433 $ 80,707
    Total Preferred 
     Partners' Equity     $   72,856        -        -         -        -
    Total Partners'
     Equity               $  769,269 $  540,221  $447,298  $349,695 $ 36,129
    Total Common Units 
     Outstanding at
     end of year (1)          33,182     28,303    24,384    20,478    2,045
   
   Other Data:
    Funds From 
     Operations (2)       $  87,434  $   64,846  $ 47,907  $ 13,474 $  3,764
    Cash Flow Provided 
     by (Used by):
     Operating activities $  95,470  $   78,637  $ 51,856  $ 14,363 $  5,453
     Investing activities  (277,009)   (289,569) (116,227) (315,025)    (710)
     Financing activities   181,203     176,187    94,733   310,717   (4,952)
</TABLE>
   
   (1)Information for 1993 and 1992 has been adjusted for the 1  for  4.2
      reverse  stock  split  of the Predecessor Company  effected  prior  
      to the completion of the 1993 reorganization.
   
   (2)Funds From Operations, is defined by the National Association  of
      Real  Estate  Investment Trusts as net income or  loss  excluding
      gains  or  losses from debt restructuring  and sales of  property
      plus  depreciation  and amortization, and after  adjustments  for
      minority interest, unconsolidated partnerships and joint ventures
      (adjustments  for minority interests, unconsolidated partnerships
      and  joint  ventures are calculated to reflect Funds From Operations
      on the same basis). Funds From Operations does not represent
      cash flow from operations as defined by generally accepted  accounting
      principles, should not be considered  as  an alternative  to  net
      income as an indicator of the  Partnership's operating performance,
      and is not indicative of cash available to fund  all  cash  flow 
      needs.  In March  1995,  NAREIT  issued  a clarification  of  its
      definition of  FFO  effective  for  years beginning  after  December
      31, 1995. The  clarification  provides that amortization of deferred
      financing costs and depreciation of non-rental real estate assets are
      no longer to be added  back  to net  income  in  arriving at FFO. The
      Partnership  adopted  these changes  effective January 1, 1996, and
      the calculations  of  FFO for  the years ended December 31, 1995,
      1994, 1993 and 1992  have  been revised accordingly.

   ITEM  7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF  FINANCIAL  CONDITION
   AND RESULTS OF  OPERATIONS
   
   OVERVIEW
   --------
   The  Partnership's operating results depend primarily upon income from
   the  rental operations of its industrial, office and retail properties
   located in its primary
                                  - 14 -

<PAGE>
   markets. This income from rental operations is substantially influenced
   by the supply and demand for the Partnership's rental space in its
   primary markets. In addition, the Partnership's continued growth is
   dependent upon its ability to maintain occupancy rates and increase
   rental rates on its in-service portfolio and to continue development and
   acquisition of additional rental properties.
   
   The  Partnership's  primary markets in the Midwest have  continued  to
   offer  strong and stable local economies and have provided  attractive
   new  development  opportunities because  of  their  central  location,
   established manufacturing base, skilled work force and moderate  labor
   costs.  Consequently,  the Partnership's occupancy  rate  of  its  in-
   service portfolio has exceeded 92.0% the last two years and was  95.0%
   at  December  31,  1996.   The Partnership  expects  to  maintain  its
   overall  occupancy at comparable levels and also expects  to  increase
   rental  rates  as leases are renewed or new leases are executed.  This
   stable  occupancy  as well as increasing rental rates  should  improve
   the   Partnership's   results  of  operations  from   its   in-service
   properties.  The  Partnership's strategy  for  continued  growth  also
   includes developing and acquiring additional rental properties in  its
   primary   markets  and  expanding  into  other  attractive  Midwestern
   markets.
   
   A  new statistic that the Partnership started tracking in 1996 is Same
   Property  Performance which compares those properties that were  fully
   in-service  for all of 1995 and 1996. Because of the rapid  growth  of
   the  Partnership, this population of properties only represented about
   42.2%  of  the  in-service portfolio at year end. As a result  of  the
   loss  of  a  90,000 square foot downtown Cincinnati office  tenant  in
   1996,  along  with  the  effects  of a property  tax  reassessment  in
   another  downtown  Cincinnati property, Same  Property  FFO  increased
   only  1.1%. Without the decrease in the downtown Cincinnati portfolio,
   Same Property FFO increase for this portfolio would have been 2.7%.
   
   The   following   table   sets   forth   information   regarding   the
   Partnership's  in-service  portfolio  of  rental  properties   as   of
   December 31, 1996 and 1995 (square feet in thousands):
<TABLE>
<CAPTION>
   
                         Total            Percent  of
                      Square Feet      Total Square Feet     Percent Occupied
                     ---------------   ------------------    ----------------
         <S>         <C>       <C>        <C>      <C>         <C>      <C>
           Type      1996       1995      1996       1995      1996      1995
           ----      ----       ----      ----       ----      ----      ----
         INDUSTRIAL
            Service 
            Centers   3,151     2,802      11.5%    14.0%      94.0%    94.7%
            Bulk     15,173    10,890      55.4%    54.3%      95.1%    96.5%
         OFFICE
           Suburban   6,319     3,874      23.1%    19.3%      96.6%    94.7%
           CBD          699       699       2.5%     3.5%      87.1%    92.3%
           Medical      370       332       1.3%     1.6%      92.8%    90.3%
         RETAIL       1,690     1,476       6.2%     7.3%      93.7%    93.8%
                     ------    ------     -----    -----
            Total    27,402    20,073     100.0%   100.0%      95.0%    95.4%
                     ======    ======     =====    =====
</TABLE>
     
   Management  expects occupancy of the in-service property portfolio  to
   remain  stable  because (i) only 10.7% and 12.3% of the  Partnership's
   occupied  square  footage is subject to leases expiring  in  1997  and
   1998,  respectively,  and  (ii) the Partnership's  renewal  percentage
   averaged 80%, 65% and 73% in 1996, 1995 and 1994, respectively.
                                  - 15 -
<PAGE>
   The  following  table  reflects  the  Partnership's  in-service  lease
   expiration  schedule  as  of  December  31,  1996,  by  product   type
   indicating  square  footage and annualized net effective  rents  under
   expiring leases (in thousands, except per square foot amounts):
<TABLE>
<CAPTION>
     
              Industrial         Office           Retail          Total
              Portfolio        Portfolio         Portfolio       Portfolio
             --------------  --------------   --------------  ---------------
   <S>      <C>     <C>      <C>    <C>      <C>    <C>      <C>     <C>
   Yr. of    Square          Square           Square          Square
   Exp.      Feet      Rent   Feet     Rent   Feet     Rent   Feet      Rent
   ------   -------  ------  ------  ------  -------- ------ ------    ------
   1997      2,003  $ 8,163    713  $ 7,357     73   $  744   2,789  $ 16,264
   1998      2,303    8,628    777    8,382    110    1,168   3,190    18,178
   1999      2,254    9,798    919    9,936    116    1,180   3,289    20,914
   2000      2,119    8,451    809    9,831    103    1,262   3,031    19,544
   2001      2,496    9,869    855    9,393    115    1,299   3,466    20,561
   2002        443    2,076    731    7,771    110    1,063   1,284    10,910
   2003        292    1,766    243    2,773     39      364     574     4,903
   2004        923    3,759     97    1,143     13      125   1,033     5,027
   2005      1,440    4,552    540    6,356    177    1,505   2,157    12,413
   2006      1,854    5,952    344    4,258      5       66   2,203    10,276
   There-
    after    1,263    4,141  1,030   13,439    722    6,120   3,015    23,700
            ------   ------  ------   ------ -----   ------  ------  -------
   Total 
    Leased  17,390  $67,155  7,058  $80,639  1,583  $14,896  26,031  $162,690
            ======   ======  =====   ======  =====   ======  ======   =======
   Total
   Port-
   folio   18,324            7,388           1,690           27,402
           ======            =====           =====           ======
   Annualized net
   effective rent
   per square foot
   leased          $   3.86         $ 11.43          $ 9.41          $   6.25
                    =======          ======           =====            ======
</TABLE>
   This  stable occupancy, along with increasing rental rates in each  of
   the  Partnership's  markets, will allow the  in-service  portfolio  to
   continue to provide a comparable or increasing level of earnings  from
   rental  operations. The Partnership also expects to realize growth  in
   earnings  from  rental  operations through  (i)  the  development  and
   acquisition  of  additional rental properties in its primary  markets;
   (ii)  the  expansion  into  other attractive Midwestern  markets;  and
   (iii)  the  completion of the 3.8 million square  feet  of  properties
   under  development at December 31, 1996 over the next  five  quarters.
   The  3.8  million  square feet of properties under development  should
   provide  future  earnings  from  rental  operations  growth  for   the
   Partnership  as  they are placed in service as follows (in  thousands,
   except percentages):
<TABLE>
<CAPTION>
   
     Anticipated                                 Estimated      Anticipated
     In-Service         Square       Percent      Project        Stabilized
     Date                Feet       Pre-Leased     Costs           Return
     ----------------  -------      ----------   ---------      -----------
     <S>                 <C>          <C>        <C>               <C>
     1st Quarter 1997      762         58%       $  21,309         11.6%
     2nd Quarter 1997    1,234         54%          39,976         11.6%
     3rd Quarter 1997    1,531         81%          50,827         11.1%
     4th Quarter 1997
      and thereafter       274         52%          28,240         12.3%
                         -----                     -------
                         3,801         66%        $140,352         11.6%
                         =====                     =======
</TABLE>
                                      -16-
   <PAGE>
   RESULTS OF OPERATIONS
   ---------------------
     
   A   summary   of  the  Partnership's  operating  results  and   property
   statistics  for  each  of  the  years in  the  three-year  period  ended
   December  31,  1996  is  as  follows (in  thousands,  except  number  of
   properties and per Common Unit amounts):
<TABLE>
<CAPTION>
                                          1996        1995       1994
                                         ------      ------     ------
    <S>                                 <C>         <C>        <C>
    Rental Operations revenue           $162,160    $113,641   $89,299
    Service Operations revenue            19,929      17,777    18,473
    Earnings from Rental Operations       54,158      37,206    26,929
    Earnings from Service Operations       6,436       6,564     7,075
    Operating income                      56,541      40,526    30,743
    Net income available for common
     units                              $ 58,713   $  41,600   $32,968
    Weighted average common units
     outstanding                          31,980      26,791    21,467
    Net income per common unit          $   1.84   $    1.55   $  1.54
   
    Number of in-service properties
     at end of year                          249         201       127
    In-service square footage at
     end of year                          27,402      20,073    12,896
    Under development square footage
     at end of year                        3,801       3,448     2,362
</TABLE>
   
   COMPARISON OF YEAR ENDED DECEMBER 31, 1996 TO YEAR ENDED DECEMBER 31, 1995
   --------------------------------------------------------------------------
   Rental Operations
   -----------------
   The   Partnership  increased  its  in-service  portfolio   of   rental
   properties from 201 properties comprising 20.1 million square feet  at
   December  31,  1995 to 249 properties comprising 27.4  million  square
   feet  at  December 31, 1996 through the acquisition of  34  properties
   totaling  3.4 million square feet and the placement in service  of  16
   properties  and  four building expansions totaling 4.1 million  square
   feet developed by the Partnership.
   
   The  Partnership  also  disposed of two  properties  totaling  182,000
   square  feet.  These  48  net additional rental  properties  primarily
   account  for  the  $48.5  million increase  in  revenues  from  Rental
   Operations  from  1995  to 1996. The increase from  1995  to  1996  in
   rental  expenses, real estate taxes and depreciation and  amortization
   expense  is  also  a  result of the additional  48  in-service  rental
   properties.
   
   Interest  expense  increased  by  approximately  $9.8  million.   This
   increase  was  primarily because of interest  expense  on  the  $150.0
   million  of unsecured notes which the Partnership issued in  September
   1995.   These  notes bear interest at an effective rate of  7.46%  and
   were  outstanding  a  full year in 1996 as compared  to  approximately
   three  months  in 1995. The Partnership also issued $90.0  million  of
   unsecured debt under its medium-term note program in 1996 which  bears
   interest at a weighted average rate of 7.20%. The proceeds from  these
   debt  issuances  were  used  to fund development  and  acquisition  of
   additional rental properties during 1995 and 1996.
   
   As  a  result  of  the  above mentioned items,  earnings  from  rental
   operations  increased $17.0 million from $37.2 million  for  the  year
   ended  December 31, 1995 to $54.2 million for the year ended  December
   31, 1996.
   
   Service Operations
   ------------------
   Service  Operations  revenues increased from $17.8  million  to  $19.9
   million  for the year ended December 31, 1996 as compared to the  year
   ended  December  31,  1995  primarily as  a  result  of  increases  in
   construction  management  fee  revenue  because  of  an  increase   in
   construction volume. Service Operations
                                      -17-
   <PAGE>
   expenses  increased from $11.2 million to $13.5 million for  the  year
   ended  December  31, 1996 as compared to the year ended  December  31,
   1995  primarily  as  a  result of an increase  in  operating  expenses
   resulting  from  the  overall  growth  of  the  Partnership  and   the
   additional regional offices opened in 1995 and 1996.
   
   As  a  result  of  the  above-mentioned items, earnings  from  Service
   Operations decreased from $6.6 million to $6.4 million for  the  years
   ended December 31, 1995 and 1996, respectively.
   
   General and Administrative Expense
   ---------------------------------
   General  and  administrative expense increased from $3.2  million  for
   the  year  ended December 31, 1995 to $4.1 million for the year  ended
   December  31, 1996 primarily as a result of increased state and  local
   taxes   due  to  the  growth  in  revenues  and  net  income  of   the
   Partnership.   Property  advertising  expense   as   well   as   other
   administrative expenses also increased as a result of   the  expanding
   size of the Partnership.
   
   Other Income (Expense)
   ---------------------
   Interest  income  decreased  from $1.7  million  for  the  year  ended
   December  31,  1995  to $1.2 million for the year ended  December  31,
   1996  as  a result of the temporary short-term investment of a greater
   amount  of  excess  proceeds from the 1995 debt and  equity  offerings
   compared  to  excess proceeds invested from the 1996 debt  and  equity
   offerings.
   
   During  the  year  ended  December 31, 1996, the  Partnership  sold  a
   251,000  square  foot corporate headquarters facility  to  John  Alden
   Life  Insurance  Company  in Miami, Florida  pursuant  to  a  purchase
   option  contained  in  John Alden's original agreement  to  lease  the
   building.  The  project was sold for approximately $32.9  million  and
   the  Partnership  recognized a gain of approximately $1.6  million  on
   the  sale.  The Partnership also realized gains totaling $2.9  million
   in  1996 related to the sale of a retail center and several parcels of
   land.
   
   Net Income Available for Common Units
   ------------------------------------
   Net  income available for common units for the year ended December 31,
   1996  was  $58.7 million compared to net income available  for  common
   units  of  $41.6 million for the year ended December 31,  1995.   This
   increase  results primarily from the changes in the operating  results
   of rental and service operations explained above.
   
   COMPARISON OF YEAR ENDED DECEMBER 31, 1995 TO YEAR ENDED DECEMBER 31, 1994
   --------------------------------------------------------------------------
   Rental Operations
   -----------------
   The   Partnership  increased  its  in-service  portfolio   of   rental
   properties from 127 properties comprising 12.9 million square feet  at
   December  31,  1994 to 201 properties comprising 20.1  million  square
   feet  at  December 31, 1995 through the acquisition of  60  properties
   totaling  4.6 million square feet and the placement in service  of  17
   properties  and  two building expansions totaling 3.2  million  square
   feet  developed by the Partnership.  The Partnership also disposed  of
   three   properties  totaling  570,000  square  feet.  These   74   net
   additional  rental properties primarily account for the $24.3  million
   increase in revenues from Rental Operations from 1994 to 1995.
   
   The  increase from 1994 to 1995 in rental expenses, real estate  taxes
   and  depreciation and amortization expense is also  a  result  of  the
   additional 74 in-service rental properties.
                                      -18-
   <PAGE>
   Interest  expense  increased  by  approximately  $2.6  million.   This
   increase  was  primarily because of interest  expense  on  the  $150.0
   million  of unsecured notes which the Partnership issued in  September
   1995.   These notes bear interest at an effective rate of  7.46%.  The
   proceeds  from  these  notes were used to (i) retire  the  outstanding
   balance  of  $35.0  million on the Partnership's  unsecured  line  of
   credit;  (ii)  retire  $39.5 million of  mortgage  debt  which  had  a
   weighted average interest rate of 6.08% and was scheduled to reset  at
   a  market interest rate in the fourth quarter of 1995; and (iii)  fund
   development  and  acquisition of additional rental  properties  during
   the fourth quarter of 1995.
   
   As  a  result  of  the  above mentioned items,  earnings  from  rental
   operations  increased $10.3 million from $26.9 million  for  the  year
   ended  December 31, 1994 to $37.2 million for the year ended  December
   31, 1995.
     
   Service Operations
   -----------------
   Earnings  from Service Operations decreased by approximately  $500,000
   in  1995 as compared to 1994. This decrease results primarily  from  a
   decrease  in  construction fees even though total construction  volume
   remained  consistent.  This  decrease in fees  resulted  from  certain
   contracts  with above-market fees in 1994 which were not  obtained  in
   1995.  Property  management, maintenance  and  leasing  fees  remained
   consistent from 1994 to 1995.  Payroll expense decreased from 1994  to
   1995  as  a  result  of the allocation of a greater portion  of  these
   costs  to the Partnership's Rental Operations segment. Other operating
   expenses did not change materially.
   
   Other Income (Expense)
   ---------------------
   Interest  income  increased  from $1.1  million  for  the  year  ended
   December  31,  1994  to $1.7 million for the year ended  December  31,
   1995  as  a  result of the temporary short-term investment  of  excess
   proceeds from the 1995 debt and equity offerings.
   
   As  part  of  its  October 1993 acquisition of  Duke  Associates,  the
   Partnership  acquired an option to purchase an interest in  an  entity
   which  provided  telecommunication services to tenants  in  properties
   owned  and  managed  by the Partnership. At the time  the  option  was
   acquired,  the  option  was not considered to have  value  because  of
   recurring  net  operating  losses by such entity.  Subsequent  to  the
   acquisition  of the option, the entity made changes in its operations,
   principally   entering  into  new  contracts  for  the   purchase   of
   telecommunication  services  and the provision  of  billing  services,
   which  significantly improved its operating results. As  a  result  of
   these  improvements in operating results, the entity entered  into  an
   agreement  to  sell its telecommunications business to an unaffiliated
   third  party at an amount significantly in excess of the Partnership's
   option  price. The net proceeds from the sale were then  loaned  to  a
   subsidiary  of  the  Partnership with a mortgage on certain  property.
   The  Partnership  subsequently exercised its  option  to  acquire  the
   interest  in  this entity and recognized a gain of approximately  $2.0
   million  based on the difference between its option price and the  net
   proceeds received from the sale to the unaffiliated third-party.  Such
   gain is included in earnings from property sales in 1994.
                                        
   Net Income Available for Common Units
   -------------------------------------
   Net  income available for common units for the year ended December 31,
   1995  was  $41.6 million compared to net income available  for  common
   units  of  $33.0 million for the year ended December 31,  1994.   This
   increase  results primarily from the changes in the operating  results
   of rental and service operations explained above.
                                      -19-
   <PAGE>
   LIQUIDITY AND CAPITAL RESOURCES
   
   Net  cash  provided  by operating activities totaling  $95.5  million,
   $78.6  million  and  $51.9 million for the years  ended  December  31,
   1996,  1995 and 1994, respectively, represents the primary  source  of
   liquidity  to fund distributions to unitholders and minority interests
   and  to  fund recurring costs associated with the renovation  and  re-
   letting  of the Partnership's properties. The primary reason  for  the
   increases  in  net  cash  provided  by  operating  activities  is,  as
   discussed  above  under "Results of Operations," the increase  in  net
   income  each  year  resulting  from the expansion  of  the  in-service
   portfolio  through  development and acquisitions of additional  rental
   properties.
   
   Net  cash used by investing activities totaling $277.0 million, $289.6
   million  and  $116.2  million for the years ended December  31,  1996,
   1995  and  1994, respectively, represents the investment of  funds  by
   the  Partnership to expand its portfolio of rental properties  through
   the  development and acquisition of additional rental  properties.  In
   1996,  $328.4 million was invested in the development and  acquisition
   of  additional  rental properties and land held  for  development  and
   $9.9  million  was used for recurring building and tenant improvements
   and  leasing costs. Included in the $328.4 million of development  and
   acquisition  of  rental properties and land held for  development  for
   the  year  ended  December 31, 1996 is $44.5 million  related  to  the
   acquisition of eight suburban office buildings totaling 782,000  gross
   square  feet  in  Cleveland, Ohio. The purchase price of  these  eight
   buildings   was  approximately  $76.0  million  which   included   the
   assumption of $23.1 million of mortgage debt and the issuance of  $8.4
   million  of  Common  Units.  Also in 1996, the  Partnership  sold  two
   properties  and several parcels of land and received $50.8 million  of
   net  sales proceeds. These proceeds were used to fund a portion of the
   1996  development  and acquisition activity. In 1995,  $250.3  million
   was  invested in the development and acquisition of additional  rental
   properties  and  land held for development and $8.6 million  was  used
   for  recurring building and tenant improvements and leasing costs.  In
   1994,  $106.9 million was invested in the development and  acquisition
   of  additional  rental properties and land held  for  development  and
   $5.9  million  was used for recurring building and tenant improvements
   and leasing costs.
   
   Net  cash  provided by financing activities totaling  $181.2  million,
   $176.2  million  and  $94.7 million for the years ended  December  31,
   1996,  1995  and 1994, respectively, is comprised of debt  and  equity
   issuances, net of distributions to unitholders and minority  interests
   and  repayments  of  outstanding  indebtedness.  In  March  1996,  the
   Partnership  received $125.3 million of net proceeds from the  General
   Partner's  common  stock offering which was used to pay  down  amounts
   outstanding  on  the  unsecured  line  of  credit.  During  1996,  the
   Partnership  also  received $5.5 million  of  net  proceeds  from  the
   issuance  of  common  stock under the General Partner's  Direct  Stock
   Purchase  and Dividend Reinvestment Plan. The Partnership  used  these
   net  proceeds  to fund the development and acquisition  of  additional
   rental  properties.  In  August 1996, the Partnership  received  $72.3
   million  of  net  proceeds from the General Partner's preferred  stock
   offering.  In  July  1996,  the Partnership issued  $40.0  million  of
   unsecured debt under its medium-term note program. These notes  mature
   in  July  2000  and  bear  interest at 7.28%. In  November  1996,  the
   Partnership  issued $50.0 million of unsecured debt under its  medium-
   term  note  program.  These notes mature in  November  2004  and  bear
   interest  at  7.14%. The Partnership used the net  proceeds  from  the
   preferred offering and the two medium-term note offerings to  pay  off
   approximately  $82.5  million  of  existing  secured  debt  which  was
   scheduled  to mature in the fourth quarter of 1996 or early  1997  and
   the  remainder  to fund the development and acquisition of  additional
   rental properties. In 1995, the Partnership received $96.3 million  of
   net  proceeds  from  the General Partner's common stock  offering  and
   used  the  proceeds to fund development and acquisition of  additional
   rental  properties.  In  1995, the Partnership  also  received  $150.0
   million  from  an  unsecured debt offering and used  the  proceeds  to
   retire  outstanding mortgage indebtedness and to fund acquisition  and
   development  of additional rental properties. In 1994, the Partnership
   received  $92.1  million of net proceeds from  the  General  Partner's
   common stock offering and
                                      -20-
   <PAGE>
   $60.0  million from a seven-year mortgage loan. Of the $152.1  million
   of  these  proceeds,  the  Partnership used $16.1  million  to  retire
   outstanding  mortgage  indebtedness, and the  remainder  primarily  to
   fund development and acquisition of additional rental properties.
   
   The  recurring  capital needs of the Partnership are funded  primarily
   through  the  undistributed net cash provided by operating activities.
   An  analysis of the Partnership's recurring capital expenditures is as
   follows (in thousands):
<TABLE>
<CAPTION>
                                    1996      1995      1994
                                   ------   -------    ------
         <S>                       <C>      <C>        <C>
         Tenant improvements       $6,048   $4,312     $3,056
         Leasing costs              3,032    3,519      2,407
         Building improvements        780      757        474
                                    -----    -----      -----
         Total                     $9,860   $8,588     $5,937
                                    =====    =====      =====
</TABLE>
   
   The  Partnership  has  a  $150.0  million  unsecured  line  of  credit
   available  to  fund  the  development and  acquisition  of  additional
   rental properties and to provide working capital as needed. This  line
   of  credit  matures  in April 1998 and bears interest  at  the  30-day
   London  Interbank  Offered Rate ("LIBOR") plus  1.25%.  Borrowings  of
   $24.0 million under this line of credit as of December 31, 1996   bear
   interest at an effective rate of 6.9375%. The Partnership also  has  a
   demand  $10.0  million secured line of credit which  is  available  to
   provide  working capital. This facility bears interest payable monthly
   at  the  30-day LIBOR rate plus .75%. Borrowings of $10.0 million  are
   outstanding  on  this line of credit at December  31,  1996  and  bear
   interest at an effective rate of 6.23%. The current 30-day LIBOR  rate
   as of March 3, 1997 is 5.4375%.
   
   The  General  Partner and the Partnership currently have on  file  two
   Form  S-3  Registration  Statements with the Securities  and  Exchange
   Commission   (the   "Shelf  Registrations")   which   have   remaining
   availability  as  of  December 31, 1996 of  $470.0  million  to  issue
   additional   common   stock,  preferred  stock   or   unsecured   debt
   securities.  The General Partner and the Partnership intend  to  issue
   additional  securities  under such Shelf  Registrations  to  fund  the
   development and acquisition of additional rental properties.
   
   The  total  debt  outstanding at December 31, 1996 consists  of  notes
   totaling  $525.8  million  with a weighted average  interest  rate  of
   7.55%  maturing  at  various dates through 2017. The  Partnership  has
   $264.0  million of unsecured debt and $261.8 million of  secured  debt
   outstanding at December 31, 1996. Scheduled principal amortization  of
   such  debt totaled $2.1 million for the year ended December 31,  1996.
   A  summary of the scheduled future amortization and maturities of  the
   Partnership's indebtedness is as follows (in thousands):
<TABLE>
<CAPTION>
   
                               Repayments
               -------------------------------------   Weighted Average
                 Scheduled                             Interest Rate of
   Year        Amortization    Maturities    Total     Future Repayments
   ----        ------------    ----------   --------   -----------------
   <S>            <C>          <C>          <C>             <C>
   1997           $ 3,388      $ 10,000     $ 13,388        6.72%
   1998             4,410        70,590       75,000        7.07%
   1999             5,146        28,470       33,616        6.17%
   2000             3,227        44,853       48,080        7.38%
   2001             2,930        59,954       62,884        8.72%
   2002             3,189        50,000       53,189        7.36%
   2003               902        68,216       69,118        8.48%
   2004               978        50,000       50,978        7.15%
   2005             1,064       100,000      101,064        7.48%
   2006             1,160             -        1,160        7.46%
   Thereafter      17,338             -       17,338        7.61%
                  -------       -------      -------
          Total   $43,732      $482,083     $525,815        7.55%
                   ======       =======      =======
</TABLE>
   
   The  $10.0  million of maturities in 1997 represents  the  outstanding
   balance  as  of December 31, 1996 on the Partnership's demand  secured
   line of credit.
                                      -21-
   <PAGE>
   The  Partnership  intends to pay regular quarterly distributions  from
   net  cash  provided by operating activities. A quarterly  distribution
   of  $.51  per  common  unit was declared on  January  30,  1997  which
   represents an annualized distribution of $2.04 per common unit.
   
   FUNDS FROM OPERATIONS
   
   Management  believes  that  Funds From Operations  ("FFO"),  which  is
   defined  by the National Association of Real Estate Investment  Trusts
   as   net   income  or  loss  excluding  gains  or  losses  from   debt
   restructuring   and   sales   of  property   plus   depreciation   and
   amortization,   and   after   adjustments   for   minority   interest,
   unconsolidated  partnerships  and  joint  ventures  (adjustments   for
   minority interest, unconsolidated partnerships and joint ventures  are
   calculated  to  reflect  FFO  on  the same  basis),  is  the  industry
   standard  for  reporting  the operations  of  real  estate  investment
   trusts.
   
   The  following reflects the calculation of the Partnership's  FFO  for
   the years ended December 31 (in thousands):
<TABLE>
<CAPTION>
                                           1996      1995      1994
                                         -------   --------  --------
   <S>                                  <C>        <C>       <C>
   Net income available for 
   common units                         $ 58,713   $ 41,600  $ 32,968
   Add back:
    Depreciation and 
     amortization                         31,363     23,118    16,785
    Share of joint venture 
     depreciation and amortization         1,890        411       352
    Earnings from property sales          (4,532)      (283)   (2,198)
                                         -------    -------  --------
   FUNDS FROM OPERATIONS                $ 87,434   $ 64,846  $ 47,907
                                         =======    =======   =======
   CASH FLOW PROVIDED BY (USED BY):
    Operating activities                $ 95,470   $ 78,637  $ 51,856
    Investing activities                (277,009)  (289,569) (116,227)
    Financing activities                 181,203    176,187    94,733
</TABLE>
                                        
   The  increase in FFO for the three-year period results primarily  from
   the  increased in-service rental property portfolio as discussed above
   under "Results of Operations."
   
   In  March 1995, NAREIT issued a clarification of its definition of FFO
   effective   for   years  beginning  after  December  31,   1995.   The
   clarification  provides that amortization of deferred financing  costs
   and depreciation of non-rental real estate assets are no longer to  be
   added  back to net income in arriving at FFO. The Partnership  adopted
   these  changes effective January 1, 1996, and the calculations of  FFO
   for  the  years  ended December 31, 1995 and 1994  have  been  revised
   accordingly.
   
   While  management  believes that FFO is the most relevant  and  widely
   used  measure of the Partnership's operating performance, such  amount
   does  not  represent cash flow from operations as defined by generally
   accepted  accounting  principles,  should  not  be  considered  as  an
   alternative  to  net  income  as  an indicator  of  the  Partnership's
   operating  performance, and is not indicative  of  cash  available  to
   fund all cash flow needs.
   
   ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
   
   The  financial statements and supplementary data are included under Item
   14 of this Report.
   
   ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
            FINANCIAL DISCLOSURE
   
   None.
                                      -22-
   <PAGE>
                                    PART III
                                        
   ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
   
   The   Partnership  does  not  have  any  directors  or   officers.   The
   information  required by this Item for Directors and  certain  Executive
   Officers of the General Partner will be contained in a definitive  proxy
   statement   of  Duke  Realty  Investments,  Inc.  which  the  Registrant
   anticipates  will  be filed no later than March 24,  1997,  which  proxy
   statement  is incorporated herein by reference, and thus this  part  has
   been omitted in accordance with General Instruction G(3) to Form 10-K.
   
   The  following information is provided regarding the executive  officers
   of  the  General  Partner who do not serve as Directors of  the  General
   Partner:
   
   GARY A. BURK
    Age   45,  President  of  Construction  Services  and  Executive   Vice
    President  of Duke Services, Inc. - Mr. Burk joined the Partnership  in
    1979,  and  has  been  responsible for the  Partnership's  construction
    management operations since 1986.
    
   WILLIAM J. DEBOER
    Age  41,  Vice  President of Construction Services - Mr. DeBoer  joined
    the  Partnership  in  1983. Prior to that time, Mr.  DeBoer  was   with
    Tousley Bixler Construction, an Indianapolis general contractor.
    
   ROSS C. FARRO
    Age  53,  Vice  President,  Cleveland Group  -  Mr.  Farro  joined  the
    Partnership  in  January  1996  and is responsible  for  the  Cleveland
    activities  of  the Partnership. Prior to joining the Partnership,  Mr.
    Farro was an independent real estate developer and operator.
   
   ROBERT D. FESSLER
     Age 39, Vice President, Ohio Industrial Group - Mr. Fessler joined the
     Partnership  in 1987 and is responsible for the Cincinnati  industrial
     activities  of the Partnership. Prior to joining the Partnership,  Mr.
     Fessler was a leasing representative with Trammel Crow.
   
   JOHN R. GASKIN
     Age  35,  Vice President, General Counsel and Secretary -  Mr.  Gaskin
     joined the Partnership in 1990. Prior to joining the Partnership,  Mr.
     Gaskin  worked  as  an associate attorney in a mid-size  Indianapolis,
     Indiana law firm.
   
   JAMES W. GRAY
    Age  36, Vice President, Cincinnati Office Group - Mr. Gray joined  the
     Partnership  in  1989 and has been responsible for  the  Partnership's
     Cincinnati office activities since 1994. Prior to that time, Mr.  Gray
     was  Vice President and General Counsel of Brian Properties,  Inc.,  a
     Chicago area commercial real estate developer.
   
   RICHARD W. HORN
     Age  39,  Vice  President  of  Acquisitions  -  Mr.  Horn  joined  the
     Partnership  in  1984.  Mr. Horn is responsible  for  the  acquisition
     activities of the Partnership and oversees the Nashville and  Michigan
     operations of the Partnership.
                                      -23-  
   <PAGE>
   
   DONALD J. HUNTER
     Age  37,  Vice  President,  Columbus Group -  Mr.  Hunter  joined  the
     Partnership in 1989 and is responsible for the Columbus activities  of
     the Partnership. Prior to joining the Partnership, Mr. Hunter was with
     Cushman and Wakefield, a national real estate firm.
   
   STEVEN R. KENNEDY
     Age  40, Vice President of Construction Services - Mr. Kennedy  joined
     the Partnership in 1986. Prior to that time, Mr. Kennedy was a Project
     Manager for Charles Pankow Builders, Inc.
   
   WAYNE H. LINGAFELTER
     Age  37, Vice President, Indiana Office Group - Mr. Lingafelter joined
     the  Partnership  in  1987 and is responsible for the  Indiana  office
     activities of the Partnership. Prior to that time, Mr. Lingafelter was
     with the management consulting firm of DRI, Inc.
   
   WILLIAM E. LINVILLE, III
     Age  42,  Vice President, Industrial Group - Mr. Linville  joined  the
     Partnership  in 1987 and is responsible for all industrial  activities
     of  the  Partnership.  Prior  to that  time,  Mr.  Linville  was  Vice
     President  and Regional Manager of the CB Commercial Brokerage  Office
     in Indianapolis.
   
   DAVID R. MENNEL
    Age  42,  General  Manager  of Services Operations  and  President  and
    Treasurer  of  Duke Services, Inc.- Mr. Mennel was with the  accounting
    firm  of  Peat,  Marwick, Mitchell & Co. and the property  development
    firm  of  Melvin  Simon & Associates before joining the Partnership  in
    1978.
    
   MICHAEL L. MYRVOLD
     Age  41,  Vice  President,  Retail Group  -  Mr.  Myrvold  joined  the
     Partnership  in 1995 and is responsible for retail activities  of  the
     Partnership.  Prior to joining the Partnership, Mr. Myrvold  was  Vice
     President of Real Estate of the Melville Realty Co., Inc.
     
   JOHN M. NEMECEK
    Age  41, President of Asset / Property Management - Mr. Nemecek  joined
    the  Partnership in 1994. Prior to joining the Partnership, Mr. Nemecek
    was the Senior Vice President/Florida Division of Compass Real Estate.
                                        
   DENNIS D. OKLAK
     Age   43,  Vice  President  and  Treasurer  -  Mr.  Oklak  joined  the
     Partnership  in 1986 and has served as Tax Manager and  Controller  of
     Development. Prior to joining the Partnership, Mr. Oklak was a  Senior
     Manager with the public accounting firm of Deloitte Haskins + Sells.
   
   JEFFREY G. TULLOCH
     Age  52,  Vice President and General Manager, Cincinnati Group  -  Mr.
     Tulloch  joined  the  Partnership in 1995 and is responsible  for  all
     Cincinnati activities of the Partnership. Mr. Tulloch was Senior  Vice
     President of the Galbreath Company before joining the Partnership.
                                      -24-
   <PAGE>
   
   Section  16(a)  of  the  Securities Exchange Act of  1934,  as  amended,
   requires the officers and directors of the General Partner, and  persons
   who  own more than 10% of the Limited Partner Units, to file reports  of
   ownership  and  changes  in ownership with the Securities  and  Exchange
   Commission.  Such  officers,  directors and  greater  than  10%  Limited
   Partner  Unitholders are required by Securities and Exchange  Commission
   regulations to furnish the Partnership with copies of all Section  16(a)
   forms  they  file. To date, there have been no delinquencies  in  filing
   such reports.
   
   ITEM 11.  EXECUTIVE COMPENSATION
   
   The  information  required  by  Item 11 with  respect  to  officers  and
   directors  of  the  General Partner will be contained  in  a  definitive
   proxy  statement for Duke Realty Investments, Inc. which the  Registrant
   anticipates  will  be filed no later than March 24,  1997,  which  proxy
   statement  is incorporated herein by reference, and thus this  part  has
   been omitted in accordance with General Instruction G(3) to Form 10-K.
   
   ITEM   12.    SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS   AND
   MANAGEMENT
   
   The   Partnership  had  3,309,758  Limited  Partner  Units  which   were
   outstanding as of the close of business on March 7, 1997.
   
   The  following  table  shows,  as  of March  7,  1997,  the  number  and
   percentage  of Limited Partner Units held by each person  known  to  the
   Company  who  beneficially owned more than five percent  of  outstanding
   Limited  Partner  Units. Except as otherwise noted, all Limited  Partner
   Units are held with sole power to vote and sole power of disposition.
<TABLE>
<CAPTION>
   
                               Amount and Nature       Percentage of
   Beneficial Owner          of Beneficial Ownership  Limited Partner Units
   ------------------        -----------------------  ---------------------
   <S>                           <C>                         <C>
   Thomas L. Hefner              1,350,811  (1)              40.81%
   Darell E. Zink, Jr.           1,341,815  (1)              40.54%
   Daniel C. Staton              1,260,547  (1)              38.09%
   John W. Wynne                 1,166,401  (1)              35.24%
   David R. Mennel               1,139,319  (2)              34.42%
   Gary A. Burk                  1,138,947  (3)              34.41%
   Ross C. Farro                   170,784                    5.16%
   DMI Partnership               1,061,058                   32.06%
</TABLE>
   
   (1)  Includes 1,061,058 Limited Partner Units owned by DMI Partnership,  
   a partnership in which each of these individuals owns a 20.71% beneficial 
   interest.
   
   (2)  Includes 1,061,058 Limited Partner Units owned by DMI Partnership, 
   a partnership in which Mr. Mennel owns a 7.50% beneficial interest.
   
   (3)  Includes 1,061,058 Limited Partner Units owned by DMI Partnership, 
   a partnership in which Mr. Burk owns a 7.51% beneficial interest.
   
   ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
   
   The  information  required  by  Item 13 with  respect  to  officers  and
   directors  of  the  General Partner will be contained  in  a  definitive
   proxy  statement for Duke Realty Investments, Inc. which the  Registrant
   anticipates  will  be filed no later than March 24,  1997,  which  proxy
   statement  is incorporated herein by reference, and thus this  part  has
   been omitted in accordance with General Instruction G(3) to Form 10-K.
                                      -25-
   <PAGE>
   
                                     PART IV
                                        
   ITEM  14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS  ON
   FORM 8-K
   
   (A)  DOCUMENTS FILED AS PART OF THIS REPORT.
   
    1. CONSOLIDATED FINANCIAL STATEMENTS:
      
       Index
       -----
       Independent Auditors' Report
       Consolidated Balance Sheets, December 31, 1996 and 1995
       Consolidated Statements of Operations, Years Ended 
        December 31, 1996, 1995 and 1994
       Consolidated Statements of Cash Flows, Years Ended
        December 31, 1996, 1995 and 1994
       Consolidated Statements of Partners' Equity,
        Years Ended December 31, 1996, 1995 and 1994
       Notes to Consolidated Financial Statements
   
    2. CONSOLIDATED FINANCIAL STATEMENT SCHEDULES
       
       Index
       -----
       Schedule III - Real Estate and Accumulated Depreciation
       
       EDGAR Financial Data Schedule
       -----------------------------
       
       Exhibit  27  - Financial Data Schedule for year ended December  31,
       1996 (EDGAR filing only)
       
       Other  schedules  are omitted for the reasons  that  they  are  not
       required,  are not applicable, or the required information  is  set
       forth in the financial statements or notes thereto.
                                      -26-
       <PAGE>
       

      INDEPENDENT AUDITORS' REPORT
      
      To the Partners of
      Duke Realty Limited Partnership:
      
      We  have audited the consolidated financial statements of Duke Realty
      Limited  Partnership and Subsidiaries as listed in  the  accompanying
      index.  In  connection with our audits of the consolidated  financial
      statements, we also have audited the financial statement schedule  as
      listed  in  the  accompanying  index.  These  consolidated  financial
      statements   and   the   financial   statement   schedule   are   the
      responsibility  of  the Partnership's management. Our  responsibility
      is  to  express  an opinion on the consolidated financial  statements
      and the financial statement schedule based on our audits.
      
      We  conducted  our  audits  in  accordance  with  generally  accepted
      auditing standards. Those standards require that we plan and  perform
      the  audit to obtain reasonable assurance about whether the financial
      statements  are  free  of material misstatement.  An  audit  includes
      examining,  on  a  test basis, evidence supporting  the  amounts  and
      disclosures  in  the  financial statements. An  audit  also  includes
      assessing  the  accounting principles used and significant  estimates
      made  by  management,  as well as evaluating  the  overall  financial
      statement  presentation.  We  believe  that  our  audits  provide   a
      reasonable basis for our opinion.
      
      In  our  opinion, the consolidated financial statements  referred  to
      above  present  fairly,  in  all  material  respects,  the  financial
      position  of Duke Realty Limited Partnership and Subsidiaries  as  of
      December  31, 1996 and 1995, and the results of their operations  and
      their  cash  flows  for  each of the years in the  three-year  period
      ended  December  31,  1996,  in conformity  with  generally  accepted
      accounting  principles. Also, in our opinion, the  related  financial
      statement  schedule,  when  considered  in  relation  to  the   basic
      consolidated financial statements taken as a whole, presents  fairly,
      in all material respects, the information set forth therein.
      
      
      
      KPMG PEAT MARWICK LLP
      Indianapolis, Indiana
      January 29, 1997
      
                                      -27-
      <PAGE>
      
                DUKE REALTY LIMITED PARTNERSHIP AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                      December 31,
                                             -----------------------------
                                                 1996             1995
                                             -------------   -------------
     <S>                                      <C>            <C>
          ASSETS
          ------
     
     Real estate investments:
        Land and improvements                 $  140,391     $   91,550
        Buildings and tenant improvements      1,041,040        712,614
        Construction in progress                  44,060         96,698
         Land held for development                65,185         62,637
                                               ---------      ---------
                                               1,290,676        963,499
        Accumulated depreciation                 (82,207)       (56,335)
                                               ---------       --------
           Net real estate investments         1,208,469        907,164
     
     Cash                                          5,346          5,682
     Accounts receivable, net of allowance 
      of $709 and $624                             5,255          5,184
     Accrued straight-line rents, net of 
      allowance of $841                           10,956          8,101
     Receivables on construction contracts        12,859          9,462
     Investments in unconsolidated companies      79,362         67,771
     Deferred financing costs, net of 
      accumulated amortization of $3,529 
      and $2,072                                   8,127          8,141
     Deferred leasing and other costs, net 
      of accumulated amortization
      of $8,239 and $4,959                        24,293         20,609
     Escrow deposits and other assets              7,732         14,418
                                               ---------      ---------
                                              $1,362,399     $1,046,532
                                               =========      =========
            LIABILITIES AND PARTNERS' EQUITY
            --------------------------------
     Indebtedness:
        Secured debt                          $  261,815     $  259,820
        Unsecured notes                          240,000        150,000
        Unsecured line of credit                  24,000         45,000
                                               ---------      ---------     
                                                 525,815        454,820
     Construction payables and amounts 
      due subcontractors                          23,167         21,410
     Accounts payable                              1,585          1,132
     Accrued real estate taxes                    14,888         10,374
     Accrued interest                              4,437          3,461
     Other accrued expenses                        6,935          5,454
     Other liabilities                             8,312          5,490
     Tenant security deposits and prepaid 
      rents                                        7,611          3,872
                                               ---------      ---------
         Total liabilities                       592,750        506,013
                                               ---------      ---------
     Minority interest                               380            298
                                               ---------      ---------
     Partners' equity:
       General partner
        Common equity                            683,710        535,783
        Preferred equity                          72,856              -
                                               ---------      ---------
                                                 756,566        535,783
        Limited partners' common equity           12,703          4,438
                                               ---------      ---------
           Total partners' equity                769,269        540,221
                                               ---------      ---------
                                              $1,362,399     $1,046,532
                                               =========      =========
</TABLE>
     
     
          See accompanying Notes to Consolidated Financial Statements.
                                        
                                        
                                     - 28 -
                                        
                                        
                                        
                DUKE REALTY LIMITED PARTNERSHIP AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                     (IN THOUSANDS, EXCEPT PER UNIT AMOUNTS)
                                        
<TABLE>
<CAPTION>
     
                                                Year ended December 31,
                                        ---------------------------------------
                                          1996           1995            1994
                                        -------         ------         --------
     <S>                                <C>            <C>             <C>
     RENTAL OPERATIONS:
      Revenues:
        Rental income                   $156,392       $112,931        $88,243
        Equity in earnings of 
         unconsolidated companies          5,768            710          1,056
                                         -------        -------        -------
                                         162,160        113,641         89,299
                                         -------        -------        -------
      Operating expenses:
         Rental expenses                  29,843         20,953         17,158
         Real estate taxes                14,244          9,683          8,256
         Interest expense                 31,344         21,462         18,920
         Depreciation and amortization    32,571         24,337         18,036
                                         -------        -------        -------
                                         108,002         76,435         62,370
                                         -------        -------         ------
          Earnings from rental 
           operations                     54,158         37,206         26,929
                                         -------        -------         ------
     
     SERVICE OPERATIONS:
      Revenues:
       Property management, maintenance 
        and leasing fees                  11,496         11,138         11,084
       Construction management and 
        development fees                   6,895          5,582          6,107
       Other income                        1,538          1,057          1,282
                                          ------         ------         ------
                                          19,929         17,777         18,473
                                          ------         ------         ------
      Operating expenses:
        Payroll                            9,176          7,611          8,141
        Maintenance                        1,526          1,344          1,069
        Office and other                   2,791          2,258          2,188
                                         -------         ------         ------
                                          13,493         11,213         11,398
                                         -------         ------         ------
          Earnings from service 
           operations                      6,436          6,564          7,075
                                         -------         ------         ------
     General and administrative expenses  (4,053)        (3,244)        (3,261)
                                         -------        -------         ------
          Operating income                56,541         40,526         30,743
     
     OTHER INCOME (EXPENSE):
      Interest income                      1,185          1,702          1,115
      Earnings from property sales         4,532            283          2,198
      Minority interest in earnings 
       of subsidiaries                      (986)          (911)        (1,088)
                                         -------        -------        -------
          Net income                      61,272         41,600         32,968
      Dividends on preferred units        (2,559)             -              -
                                         -------        -------        -------
      Net income available to common 
       units                            $ 58,713        $41,600        $32,968
                                         =======         ======         ======
      Net income per common unit        $   1.84        $  1.55        $  1.54
                                         =======         ======         ======
     Weighted average number of 
      common units outstanding            31,980         26,791         21,467
                                         =======         ======         ======
</TABLE>
     


          See accompanying Notes to Consolidated Financial Statements.
                                        
                                      -29-  
<PAGE>
                                        
                                        
                                        
                                        
                                        
                DUKE REALTY LIMITED PARTNERSHIP AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)
                                        
                                        
<TABLE>
<CAPTION>
                                                Year ended December 31,
                                           ----------------------------------
                                             1996         1995         1994
                                           -------      -------      --------
     <S>                                 <C>            <C>          <C>
     Cash flows from operating 
      activities:
       Net income                        $   61,272     $41,600      $ 32,968
       Adjustments to reconcile 
        net income to net cash 
        provided by operating 
        activities:
         Depreciation of buildings 
          and tenant improvements            27,568      20,416        15,068
         Amortization of deferred 
          financing costs                     1,208       1,218         1,251
         Amortization of deferred 
          leasing and other costs             3,795       2,703         1,717
         Minority interest in earnings          986         911         1,088
         Straight-line rent adjustment       (3,536)     (3,198)       (2,307)
         Allowance for straight-line rent 
          receivable                              -           -           748
         Earnings from property sales        (4,532)       (283)       (2,198)
         Construction contracts, net         (1,640)      8,722         2,405
         Other accrued revenues and expenses, 
          net                                12,298       6,737         1,335
         Equity in earnings in excess of 
          distributions received from
          unconsolidated companies           (1,949)       (189)         (219)
                                            -------      ------        ------
          NET CASH PROVIDED BY 
           OPERATING  ACTIVITIES             95,470      78,637        51,856
                                            -------      ------        ------
     Cash flows from investing activities:
       Rental property development costs   (130,300)   (128,879)      (55,819)
       Acquisition of rental properties    (182,024)    (57,427)      (44,201)
       Acquisition of businesses                  -     (25,620)            -
       Acquisition of undeveloped land and
        infrastructure costs                (16,122)    (38,361)       (6,924)
       Recurring tenant improvements         (6,048)     (4,312)       (3,056)
       Recurring leasing costs               (3,032)     (3,519)       (2,407)
       Recurring building improvements         (780)       (757)         (474)
       Other deferred costs and other 
        assets                                 (500)    (16,225)       (6,960)
       Proceeds from property sales, net     50,844       5,281         3,337
       Distributions received from 
        unconsolidated companies             12,423           -             -
       Net investment in and advances to
        unconsolidated companies             (1,470)    (19,750)          277
                                            -------     -------       -------
        NET CASH USED BY INVESTING  
         ACTIVITIES                        (277,009)   (289,569)     (116,227)
                                            -------     -------       -------
     
     Cash flows from financing 
      activities:
       Contributions from general 
        partner                             203,087      96,302       92,145
       Proceeds from indebtedness           142,200     150,051       61,504
       Payments on indebtedness
        including principal amortization    (84,677)    (60,030)     (16,149)
       Borrowings (repayments) on lines 
        of credit, net                      (11,000)     45,000            -
       Distributions to partners            (65,986)    (50,807)     (39,514)
       Distributions to minority interest      (904)     (1,032)      (1,191)
       Deferred financing costs              (1,517)     (3,297)      (2,062)
                                            -------     -------      -------
        NET CASH PROVIDED BY FINANCING 
         ACTIVITIES                         181,203     176,187       94,733
                                            -------     -------      -------
   
        NET INCREASE (DECREASE) IN CASH        (336)    (34,745)      30,362
     
     Cash at beginning of year                5,682      40,427       10,065
                                            -------     -------      -------
     Cash  at  end of year                 $  5,346    $  5,682     $ 40,427
                                            =======     =======      =======
</TABLE>
     

          See accompanying Notes to Consolidated Financial Statements.
                                      -30-  
<PAGE>
                                        
                                        
                DUKE REALTY LIMITED PARTNERSHIP AND SUBSIDIARIES
                   CONSOLIDATED STATEMENTS OF PARTNERS' EQUITY
                   (IN THOUSANDS, EXCEPT FOR PER UNIT AMOUNTS)
<TABLE>
<CAPTION>
                                        
     
                                      General Partner      Limited
                                   ---------------------   Partners'
                                    Common     Preferred   Common
                                    Equity     Equity      Equity      Total
                                   --------    ---------   -------   --------
    <S>                            <C>         <C>         <C>       <C>
    BALANCE AT DECEMBER 31, 1993   $348,038    $      -    $ 1,657   $349,695
       
      Net income                     26,216           -      6,752     32,968
       
      Capital contribution from 
       Duke Realty Investments,  
       Inc.                          92,171           -          -     92,171

      Acquisition of partnership 
       interest for Common Stock 
       of Duke Realty Investments, 
       Inc.                          11,523           -          -     11,523
      
      Acquisition of property in 
       exchange for Limited Partner 
       Units                              -           -        455        455
      
      Distributions to partners
        ($1.84 per Common Unit)     (31,565)          -     (7,949)   (39,514)
                                    -------       -----     ------    -------
     BALANCE AT DECEMBER 31, 1994  $446,383     $     -    $   915   $447,298
     
      Net income                     35,070           -      6,530     41,600
       
      Capital contribution from 
       Duke Realty Investments, 
       Inc.                          96,433           -          -     96,433
      
      Acquisition of partnership 
       interest for Common Stock 
       of Duke Realty Investments, 
       Inc.                             796           -          -        796
      
      Acquisition of property in 
       exchange for Limited Partner 
       Units                              -           -      4,901      4,901
      
      Distributions to partners
        ($1.92 per Common Unit)     (42,899)          -     (7,908)   (50,807)
                                    -------       -----     ------    -------
     BALANCE AT DECEMBER 31, 1995  $535,783      $    -    $ 4,438   $540,221
     
      Net income                     51,529       2,559      7,184     61,272
       
      Capital contribution from 
       Duke Realty Investments, 
       Inc.                         130,951      72,288          -    203,239
      
      Acquisition of partnership 
       interest for Common Stock 
       of Duke Realty Investments, 
       Inc.                          21,627           -          -     21,627
      
      Acquisition of property in 
       exchange for Limited Partner 
       Units                              -           -       8,896     8,896
      
      Distributions to preferred 
       unitholders                        -       (1,991)         -    (1,991)
       
      Distributions to partners
        ($2.00 per Common Unit)     (56,180)           -     (7,815)  (63,995)
                                    -------       ------     ------   -------
     BALANCE AT DECEMBER 31, 1996  $683,710      $72,856    $12,703  $769,269
                                    =======       ======     ======   =======

     COMMON UNITS OUTSTANDING AT  
      DECEMBER 31, 1996              29,486                   3,696    33,182
                                    =======                  ======   =======
     Common Units outstanding at  
      December 31, 1995              24,152                   4,151    28,303
                                    =======                  ======   =======
     Common Units outstanding at  
      December 31, 1994              20,391                   3,993    24,384
                                    =======                  ======   =======
</TABLE>
          See accompanying Notes to Consolidated Financial Statements.
                                      -31-
<PAGE>
                                        
                                        
                                        
                DUKE REALTY LIMITED PARTNERSHIP AND SUBSIDIARIES
                                        
                   Notes to Consolidated Financial Statements
      
      (1)  THE PARTNERSHIP
           ---------------
      Duke  Realty  Limited Partnership (the "Partnership") was  formed  on
      October   4,   1993,   when  Duke  Realty  Investments,   Inc.   (the
      "Predecessor  Company" or the "General Partner") contributed  all  of
      its  properties and related assets and liabilities along with the net
      proceeds  of   $309.2  million from the  issuance  of  an  additional
      14,000,833  shares through an offering (the "1993 Offering")  to  the
      Partnership.   Simultaneously,   the   Partnership   completed    the
      acquisition  of  Duke  Associates,  a  full-service  commercial  real
      estate  firm operating in the Midwest. The General Partner was formed
      in  1985  and  qualifies  as  a real estate  investment  trust  under
      provisions of the Internal Revenue Code. In connection with the  1993
      Offering,  the  formation of the Partnership and the  acquisition  of
      Duke  Associates, the General Partner effected a 1  for  4.2  reverse
      stock  split  of its existing common shares. The General  Partner  is
      the  sole  general partner of the Partnership and received 16,046,144
      units  of  partnership interest ("General Partner Units") in exchange
      for its original contribution which represented a 78.36% interest  in
      the   Partnership.  As  part  of  the  acquisition,  Duke  Associates
      received  4,432,109  units of limited partnership interest  ("Limited
      Partner  Units")  (together  with  the  General  Partner  Units,  the
      ("Common  Units"))  which  represented  a  21.64%  interest  in   the
      Partnership.  The Limited Partner Units are exchangeable  for  shares
      of  the General Partner's common stock on a one-for-one basis subject
      generally to a one-year holding period.
      
      The  Partnership owns and operates a portfolio of industrial,  office
      and  retail  properties  in  the Midwest  and  provides  real  estate
      services  to  third-party property owners. The Partnership's  primary
      markets   are   Indianapolis,  Indiana;  Cincinnati,  Cleveland   and
      Columbus, Ohio; St. Louis, Missouri and Nashville, Tennessee.
       
      The  service  operations are conducted through Duke  Realty  Services
      Limited  Partnership  and Duke Construction Limited  Partnership,  in
      which  the  Partnership  has an 89% profits interest  (after  certain
      preferred  returns  on  partners'  capital  accounts)  and  effective
      control of their operations.
      
      (2)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
           ------------------------------------------    
      PRINCIPLES OF CONSOLIDATION
      ---------------------------
      The   equity   interests  in  these  majority-owned   or   controlled
      subsidiaries not owned by the Partnership are reflected  as  minority
      interests  in the consolidated financial statements. All  significant
      intercompany  balances and transactions have been eliminated  in  the
      consolidated financial statements.
      
      RECLASSIFICATIONS
      -----------------
      Certain  1995  and  1994 balances have been reclassified  to  conform
      with the 1996 presentation.
                                      -32-
      <PAGE>
      
                                        
                DUKE REALTY LIMITED PARTNERSHIP AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements
                                        
      SEGMENT OPERATIONS
      ------------------
      The  Partnership is engaged in two business segments,  the  ownership
      and  rental of real estate investments ("Rental Operations") and  the
      providing   of  various  real  estate  services  such   as   property
      management,  maintenance,  leasing  and  construction  management  to
      third-party  property  owners ("Service Operations").  There  are  no
      material  intersegment sales or transfers between  Rental  Operations
      and  Service  Operations.  The identifiable  assets  of  the  Service
      Operations  consisting  of  cash, accounts  receivable,  construction
      receivables  and other assets as of December 31, 1996 and  1995  were
      $20.7  million and $15.8 million, respectively. Capital  expenditures
      related  to  Service Operations were $2.0 million, $1.5  million  and
      $761,000  for  the  years ended December 31, 1996,  1995,  and  1994,
      respectively.    All   remaining   assets,   capital    expenditures,
      depreciation,  amortization  and  investments  in  and  advances   to
      unconsolidated companies relate to Rental Operations. The  operations
      of  each  segment  are  reflected  separately  on  the  Statement  of
      Operations.
       
      REAL ESTATE INVESTMENTS
      -----------------------
      Real  estate  investments  are stated  at  the  lower  of  cost  less
      accumulated  depreciation or fair value if impairment is  identified.
      Buildings  and land improvements are depreciated on the straight-line
      method  over  40 years, and tenant improvement costs are  depreciated
      on the straight-line method over the term of the related lease.
      
      All  direct  and indirect costs, including interest and  real  estate
      taxes   clearly   associated   with  the  acquisition,   development,
      construction   or   expansion  of  real   estate   investments,   are
      capitalized  as  a  cost  of the property and  depreciated  over  the
      estimated useful life of the related asset.
      
      The   Partnership   evaluates  its  real  estate   investments   upon
      occurrence  of significant changes in the operations,  but  not  less
      than  annually,  to  assess  whether any impairment  indications  are
      present,   including  recurring  operating  losses  and   significant
      adverse changes in legal factors or business climate that affect  the
      recovery  of  the  recorded value. If any real estate  investment  is
      considered impaired, a loss is provided to reduce the carrying  value
      of the property to its estimated fair value.
     
      DEFERRED COSTS
      --------------
      Costs  incurred in connection with financing or leasing are amortized
      on  the  straight-line method over the term of the related loan.  All
      direct  and indirect costs associated with the rental of real  estate
      projects owned by the Partnership are amortized over the term of  the
      related  lease.  Unamortized costs are charged to  expense  upon  the
      early  termination  of  the  lease  or  upon  early  payment  of  the
      financing.  Prepaid interest is amortized to interest  expense  using
      the effective interest method over the terms of the related loans.
                                      -33-
    <PAGE>
                                        
                                        
                DUKE REALTY LIMITED PARTNERSHIP AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements
                                        
       REVENUES
       --------
       Rental Operations
       -----------------
       Rental  income  from leases with scheduled rental  increases  during
       their  terms  is recognized for financial reporting  purposes  on  a
       straight-line basis.
       
       Service Operations
       ------------------
       Management  fees  are based on a percentage of  rental  receipts  of
       properties  managed  and are recognized as the rental  receipts  are
       collected. Maintenance fees are based upon established hourly  rates
       and  are recognized as the services are performed. Leasing fees  are
       based  on  a  percentage  of the total rental  due  under  completed
       leases   and   are   generally  recognized  upon  lease   execution.
       Construction management and development fees are generally based  on
       a  percentage of costs and are recognized as the project  costs  are
       incurred.  Other income consists primarily of payroll reimbursements
       for on-site property management services.
       
       NET INCOME PER COMMON UNIT
       --------------------------
       Net  income per common unit is calculated using the weighted average
       number  of  common  units outstanding during the year.  Common  unit
       equivalents dilute net income per common unit by less than 3% and are
       not   considered   in  computing  weighted  average   common   units
       outstanding.
     
       FEDERAL INCOME TAXES
       --------------------
       As  a  partnership, the allocated share of income or  loss  for  the
       year  is  included  in  the  income tax  returns  of  the  partners;
       accordingly,  no  accounting for income taxes  is  required  in  the
       accompanying consolidated financial statements.
       
       FAIR VALUE OF FINANCIAL INSTRUMENTS
       -----------------------------------
       The   fair   values  of  the  Partnership's  financial  instruments,
       including  accounts receivable, accounts payable, accrued  expenses,
       mortgage  debt,  unsecured notes payable, line of credit  and  other
       financial instruments, generally determined using the present  value
       of  estimated  future cash flows using a discount rate  commensurate
       with  the  risks  involved, approximate their carrying  or  contract
       values.
     
       USE OF ESTIMATES
       ----------------
       The   preparation  of  the  consolidated  financial  statements   in
       conformity  with  generally accepted accounting principles  requires
       management  to  make  estimates  and  assumptions  that  affect  the
       amounts  reported  in  the  consolidated  financial  statements  and
       accompanying   notes.  Actual  results  could  differ   from   those
       estimates.
                                      -34-
     <PAGE>
     
     
                DUKE REALTY LIMITED PARTNERSHIP AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements
     
      (3)   RELATED PARTY TRANSACTIONS
            --------------------------
       The  Partnership  provides  management,  leasing,  construction  and
       other  tenant  related  services to partnerships  in  which  certain
       executive  officers of the General Partner have continuing ownership
       interests.  The  Partnership was paid fees  totaling  $3.2  million,
       $2.8  million and $3.0 million for such services in 1996,  1995  and
       1994,  respectively. Management believes the terms for such services
       are  equivalent  to those available in the market.  The  Partnership
       has  an option to purchase the executive officers' interest in  each
       of  these properties which expires October 2003. The option price of
       each property was established at the date the option was granted.
       
       (4)  INVESTMENTS IN UNCONSOLIDATED COMPANIES
            ---------------------------------------
       The  Partnership has equity interests in unconsolidated partnerships
       and  joint ventures which own and operate rental properties and hold
       land   for  development  in  the  Midwest.  The  equity  method   of
       accounting  is used for these investments  in which the  Partnership
       has  the  ability to exercise significant influence  over  operating
       and  financial policies. Any difference between the carrying  amount
       of  these  investments and the underlying equity in  net  assets  is
       amortized to equity in earnings of unconsolidated companies over  40
       years. The cost method of accounting is used for non-majority  owned
       joint  ventures over which the Partnership does not have the ability
       to  exercise significant influence. The difference between the  cost
       method   and   the  equity  method  for  such  ventures   does   not
       significantly   affect  the  financial  position   or   results   of
       operations  of  the  Partnership. In 1995, the Partnership  acquired
       its  unaffiliated  partner's 50% interest in a joint  venture  which
       owned  two suburban office rental properties (one of which was under
       construction  as of December 31, 1995) and 40.3 acres of  land  held
       for  development. The Partnership accounted for the  acquisition  of
       the  50%  interest  using  the purchase  method  with  its  recorded
       investment in the properties equal to the sum of the balance of  its
       investment  in  and advances to the joint venture  at  the  date  of
       acquisition, the net liabilities assumed and cash paid to the  joint
       venture   partner  amounting  to  $24.4  million.   In   1994,   the
       Partnership  acquired its unaffiliated partner's 55% interest  in  a
       partnership  which  owned  a suburban office  rental  property.  The
       Partnership accounted for the acquisition of the 55% interest  using
       the  purchase  method with its recorded investment in  the  property
       equal  to  the sum of its investment in the partnership at the  date
       of  acquisition, the cash payment to the unaffiliated partner,  cash
       repayment  of a portion of the partnership's mortgage loan  and  net
       liabilities  assumed,  including  the  remaining  balance   on   the
       partnership's mortgage loan of $4.5 million. The fair value  of  the
       property  exceeds  the Partnership's recorded  investment.  Also  in
       1994,  a  partnership in which the Partnership owned a 50%  interest
       was   dissolved   through  the  distribution  of  all   assets   and
       liabilities  to  the  partners.  At the  date  of  dissolution,  the
       Partnership had loans and advances to the partnership totaling  $4.2
       million.  Under terms of the dissolution agreement, the  Partnership
       received  71  acres of land held for development and the partnership
       was  not required to repay the Partnership's loans and advances. The
       Partnership's recorded investment in the property received is  equal
       to  the  sum  of  its investment in and loans and  advances  to  the
       partnership  at  the  date of dissolution. The  fair  value  of  the
       property exceeds the Partnership's recorded investment.
                                      -35-
       <PAGE>

                DUKE REALTY LIMITED PARTNERSHIP AND SUBSIDIARIES
                                        
                   Notes to Consolidated Financial Statements
     
       On  December 28, 1995, the Partnership formed a joint venture (Dugan
       Realty  L.L.C.)  with  an  institutional real  estate  investor  and
       purchased   25  industrial  buildings  totaling  approximately   2.3
       million  square feet. Upon formation of the venture, the Partnership
       contributed  approximately  1.4  million  square  feet  of  recently
       developed and acquired industrial properties, 113 acres of  recently
       acquired  land  held for future development, at an agreed  value  of
       $50.8  million, and approximately $16.7 million of cash for a  50.1%
       interest   in   the   joint  venture.  The  Partnership's   recorded
       investment  at  December  31, 1995 in the  joint  venture  of  $59.4
       million  is  the sum of the carrying value of the properties,  land,
       and  cash  contributed.  The  Partnership's  joint  venture  partner
       contributed  cash  of $67.5 million which was equal  to  the  agreed
       value   of   the   Partnership's  contribution.  The   total   cash
       contributed  by  the Partnership and the joint venture  partner  was
       used  to  purchase  the  25 industrial buildings  noted  above.  The
       recently  acquired  industrial properties and the  undeveloped  land
       which  were contributed were acquired as part of the acquisition  of
       Park  Fletcher,  Inc., an Indianapolis, Indiana  based  real  estate
       development  and management company. The acquisition  was  accounted
       for  under the purchase method. The recorded carrying value  of  the
       acquired  properties  and  land was equal  to  the  net  liabilities
       assumed  plus cash paid plus mortgage indebtedness assumed of  $17.4
       million.  The  fair value of the property exceeds the  Partnership's
       recorded   investment.  The  operating  results  of   the   acquired
       properties   and  land  have  been  included  in  the   consolidated
       operating  results  subsequent  to  the  date  of  acquisition.  The
       Partnership completed the development of 1.1 million square feet  of
       property  in  1996  and contributed these properties  to  the  joint
       venture  at  an  agreed  value  of $24.9  million.  The  Partnership
       recorded  its  investment  in  the  joint  venture  related  to  the
       additional contribution at its carrying value of $20.5 million.  The
       joint  venture  partner contributed cash to  the  venture  equal  to
       49.9%  of  the  agreed  value of the properties  contributed,  $12.4
       million,  and  this  cash  was distributed to  the  Partnership  and
       reduced  its  recorded  investment in the venture.  The  Partnership
       accounts  for  its investment in this joint venture  on  the  equity
       method because the joint venture partner's approval is required  for
       all  major decisions and the joint venture partner has equal control
       regarding the primary day-to-day operations of the venture.
                                      -36-
       <PAGE>
                                        
                                        
                DUKE REALTY LIMITED PARTNERSHIP AND SUBSIDIARIES
                                        
                   Notes to Consolidated Financial Statements
       
       Combined summarized financial information of the companies which  are
       accounted  for  by  the  equity method as of December  31,  1996  and
       December 31, 1995 and for the years ended December 31, 1996, 1995 and
       1994 are as follows (in thousands):
<TABLE>
<CAPTION>
                                           
                                           1996         1995
                                        ---------    ---------
       <S>                              <C>          <C>
       Land, buildings and tenant 
        improvements, net               $181,337     $155,628
       Land held for development           7,975        8,515
       Other assets                        7,874        4,742
                                         -------      -------
                                        $197,186     $168,885
                                         =======      =======

       Property indebtedness            $ 25,285     $ 28,185
       Other liabilities                   6,457        3,736
                                         -------      -------
                                          31,742       31,921
       Owners' equity                    165,444      136,964
                                         -------      -------
                                        $197,186     $168,885
                                         =======      =======
</TABLE>
<TABLE>
<CAPTION>
                                          1996       1995      1994
                                        -------    --------  --------
       <S>                             <C>          <C>       <C>
       Rental income                   $21,880      $3,398    $3,419
                                        ======       =====     =====
       Net income                      $ 9,761      $  363    $  224
                                        ======       =====     =====
</TABLE>
       
       Investments  in  unconsolidated companies include $6.1  million  and
       $6.0  million at December 31, 1996 and 1995, respectively,   related
       to  joint  ventures  accounted for on the cost method.  Included  in
       equity  in  earnings of unconsolidated companies  are  distributions
       from  a  joint  venture  accounted for on the cost  method  totaling
       $735,000,   $521,000   and  $837,000  in  1996,   1995   and   1994,
       respectively.
       
       <PAGE>                         -37-
                                        
                                        
                                        
                DUKE REALTY LIMITED PARTNERSHIP AND SUBSIDIARIES
                                        
                   Notes to Consolidated Financial Statements
     
       (5)    INDEBTEDNESS
              ------------

       Indebtedness  at  December  31  consists  of  the  following  (in
       thousands):
<TABLE>
<CAPTION>
                                                         1996       1995
                                                       --------   --------
         <S>                                           <C>        <C>
     
         Mortgage note with monthly payments of $668 
          including principal and interest at 8.50% 
          due in 2003                                  $ 77,381   $ 78,832
     
         Mortgage note with monthly payments of  
          interest of $436 through August 1997. 
          Thereafter, monthly payments of $471 
          including principal and interest at 
          8.72% due in 2001                              60,000     60,000
     
         Mortgage note with monthly payments 
          at 30-day LIBOR + .75% with monthly 
          principal payments ranging from 
          $63 to $165 due in 1999                        32,700          -
     
         Mortgage note with monthly payments 
          of interest at 7.25% due in 1998               25,500     25,500
     
         Mortgage note with monthly payments 
          of $165 including principal and 
          interest at 8.19% due in 2017                  19,500          -
     
         Three mortgage notes with monthly 
          payments of interest at rates
          ranging from 5.29% to 5.44% 
          due in 1996                                         -     59,619
     
         Mortgage note with monthly payments 
          of $104 including principal and 
          interest at 6.80% due in 1998                  15,423     15,619
     
         Mortgage notes with monthly payments 
          in varying amounts including
          interest at rates ranging from 
          5.55% to 10.25%  due in varying
          amounts through 2014                           21,311     20,250
     
         Demand secured line of credit with 
          monthly payments of interest
          at 30-day LIBOR + .75%                         10,000          -
                                                        -------    -------
                  Total Secured Debt                    261,815    259,820
     
         Unsecured notes with semi-annual 
          payments of interest at 7.28%
          due  in 2000                                   40,000          -
     
         Unsecured notes with semi-annual 
          payments of interest at 7.25%
          (effective rate of 7.328%) due     
          in 2002                                        50,000     50,000
     
         Unsecured notes with semi-annual 
          payments of interest at 7.14%
          due in 2004                                    50,000          -
     
         Unsecured notes with semi-annual 
          payments of interest at 7.375%
          (effective rate of 7.519%) due     
          in 2005                                       100,000     100,000
     
         Unsecured line of credit with 
          monthly payments of interest at
          30-day  LIBOR + 1.25% due in 1998              24,000      45,000
                                                        -------     -------
     
          Total Indebtedness                           $525,815    $454,820
                                                        =======     =======
</TABLE>
     
     As  of  December  31, 1996, the $261.8 million of mortgage  notes  are
     collateralized  by  rental properties with a  net  carrying  value  of
     $523.2 million.
     
                                      -38-
     <PAGE>
                                        
                                        
                DUKE REALTY LIMITED PARTNERSHIP AND SUBSIDIARIES
                                        
                   Notes to Consolidated Financial Statements

     In April 1995, the Partnership obtained an unsecured line of credit in
     the  aggregate amount of $100.0 million. The unsecured line of  credit
     matures  in April 1998. Borrowings under this line of credit  required
     interest at 30-day LIBOR plus 2.00% as of December 31, 1995 (effective
     rate  of  7.69%).  In  1996,  the  Partnership  increased  its  amount
     available  under  the unsecured line of credit to $150.0  million  and
     reduced the borrowing rate to LIBOR plus 1.25% as of December 31, 1996
     (effective rate of 6.75%).
     
     The  Partnership has an interest rate swap agreement (the "Agreement")
     on  $33.0  million of the Partnership's outstanding mortgage  debt  to
     effectively  fix the interest rate on a portion of its  floating  rate
     debt.  Under  the  Agreement, the Partnership  pays  or  receives  the
     difference between a fixed rate of 5.1875% and a floating rate of  30-
     day  LIBOR plus .75% based on the notional principal amount  of  $33.0
     million.  The amount paid or received under the Agreement is  included
     in  interest  expense on a monthly basis. The Agreement matures  along
     with  the  related mortgage loan in December 1999. The Agreement  will
     stay  in place until maturity unless the 30-day LIBOR rate on the date
     of  monthly repricing exceeds 6.25% which will cause a termination  of
     the  Agreement. The 30-day LIBOR rate at December 31, 1996 was  5.50%.
     The  estimated fair value of the Agreement at December  31,  1996  was
     $312,000.  The  fair value was estimated by discounting  the  expected
     cash  flows  to be received under the Agreement using rates  currently
     available for interest rate swaps of similar terms and maturities.
     
     At  December 31, 1996, scheduled amortization and maturities of  all
     indebtedness for the next five years and thereafter  are as  follows
     (in thousands):
<TABLE>
<CAPTION>
     
                           Year           Amount
                           ----         ---------
                           <S>          <C>
                           1997         $ 13,388
                           1998           75,000
                           1999           33,616
                           2000           48,080
                           2001           62,884
                           Thereafter    292,847
                                         -------
                                        $525,815
                                         =======
</TABLE>
     
     Cash  paid  for  interest in 1996, 1995, and 1994 was  $35.5  million,
     $22.1  million,  and  $20.3  million,  respectively.   Total  interest
     capitalized in 1996, 1995 and 1994 was $5.5 million, $4.2 million  and
     $1.7 million, respectively.
     
     (6)  LEASING ACTIVITY
          ----------------
     Future  minimum  rents  due  to the Partnership  under  non-cancelable
     operating  leases at December 31, 1996 are scheduled  as  follows  (in
     thousands):
<TABLE>
<CAPTION>
                               Year         Amount
                              ------      ---------

                               <S>      <C>
                               1997     $  155,206
                               1998        143,331
                               1999        125,743
                               2000        103,998
                               2001         84,363
                         Thereafter        406,453
                                         ---------
                                        $1,019,094
                                         =========
</TABLE>
                                      -39-
     <PAGE>
                                        
                DUKE REALTY LIMITED PARTNERSHIP AND SUBSIDIARIES
                                        
                   Notes to Consolidated Financial Statements
     
     In  addition to minimum rents, certain leases require reimbursements
     of  specified  operating expenses which amounted to  $19.7  million,
     $12.7  million, and $10.0 million for the years ended  December  31,
     1996, 1995 and 1994, respectively.
     
    (7)  EMPLOYEE BENEFIT PLANS
         ----------------------
     
     The  Partnership maintains a profit sharing and salary deferral plan
     for  the benefit of its full-time employees. The Partnership matches
     the  employees'  contributions up to two percent of  the  employees'
     salary  and may also make annual discretionary contributions.  Total
     expense  recognized  by the Partnership was $328,000,  $245,000  and
     $370,000 for the years ended 1996, 1995 and 1994, respectively.
     
     The  Partnership  makes contributions to a contributory  health  and
     welfare  plan  as necessary to fund claims not covered  by  employee
     contributions.  Total expense recognized by the Partnership  related
     to  this  plan was $1,193,000, $882,000 and $766,000 for 1996,  1995
     and  1994,  respectively. Included in total expense is  an  estimate
     based on historical experience of the effect of claims incurred  but
     not reported as of year-end.
     
     (8) PARTNERS' EQUITY
         ----------------
   
     The  General Partner periodically accesses the public equity markets
     and  contributes  the net proceeds to the Partnership  to  fund  the
     development  and  acquisition of additional rental  properties.  The
     proceeds  of  these offerings are contributed to the Partnership  in
     exchange  for additional Common Units, or in the case  of  the  1996
     Preferred  Stock Offering, Preferred Units. A summary of the  public
     equity issuances by the General Partner during the three-year period
     ended  December  31,  1996 is as follows (in thousands,  except  per
     share price):
<TABLE>
<CAPTION>
                                            Offering Price
                            Shares Issued     Per Share      Net Proceeds
                            -------------   --------------   ------------
       <S>                      <C>           <C>              <C>
       Common Stock
       ------------
       1994 Offering            3,887         $  25.250        $ 92,171
       1995 Offering            3,728            27.375          96,273
       1996 Offering            4,400            30.125         125,251
       
       Preferred Stock
       ---------------
       1996 9.10% Dividend 
        Rate                      300           $250.00         $72,288
</TABLE>
       
     During  the three years ended December 31, 1996, the General Partner
     acquired  a  portion  of the minority interest  in  the  Partnership
     through the issuance of shares of common stock for a like number  of
     common units. The acquisition of the minority interest was accounted
     for  under the purchase method with assets acquired recorded at  the
     fair  market value of the General Partner's common stock on the date
     of acquisition.
     
                                      -40-
     
     <PAGE>
                DUKE REALTY LIMITED PARTNERSHIP AND SUBSIDIARIES
                                        
                   Notes to Consolidated Financial Statements
                                        
     The following acquisition amounts were allocated to rental property,
     undeveloped  land and investments in unconsolidated companies  based
     on their estimated fair values (in thousands):
<TABLE>
<CAPTION>
     
                                 Common
                                 Shares           Minority
                                 Issued        Interest Acquired
                                 ------        -----------------
       
                   <S>            <C>             <C>
                   1994           456             $11,524
                   1995            28                 796
                   1996           753              21,627
</TABLE>
                                        
     In  August 1996, the General Partner issued 300,000 shares of  9.10%
     Series  A  Cumulative  Redeemable  Preferred  Shares  receiving  net
     proceeds  of  approximately $72.3 million which were contributed  to
     the Partnership in exchange for a like number of Preferred Units. On
     or  after  August  31,  2001, the Series A Preferred  Units  may  be
     redeemed for cash at the option of the General Partner, in whole  or
     in  part at a redemption price of $250.00 per unit plus accrued  and
     unpaid distributions, if any, to the redemption date. The redemption
     price  of  the  Series  A Preferred Units (other  than  any  portion
     thereof consisting of accrued and unpaid distributions) may only  be
     paid  from  the proceeds of other capital units of the  Partnership,
     which  may  include other classes or series of preferred units.  The
     Series A Preferred Units have no stated maturity, are not subject to
     sinking  fund  or  mandatory  redemption  provisions  and  are   not
     convertible into any other securities of the General Partner or  the
     Partnership.  Distributions  on the Series  A  Preferred  Units  are
     cumulative from the date of original issue and are payable quarterly
     on  or  about the last day of February, May, August and November  of
     each  year, commencing on December 2, 1996, at the rate of 9.10%  of
     the liquidation preference per annum (equivalent to $22.75 per annum
     per unit).
     
     (9) STOCK BASED COMPENSATION
         ------------------------

     The  General  Partner  and  the Partnership  have  four  stock-based
     compensation  plans,  which  are described  below.  The  Partnership
     applies   APB   Opinion  No.  25  and  related  Interpretations   in
     accounting  for  its  plans. Accordingly, no compensation  cost  has
     been  recognized  for its fixed stock option plans. The  Partnership
     does  charge  compensation costs against  its  income  for  its  two
     performance  based  stock  plans.  If  compensation  cost  for   the
     Partnership's   four  stock-based  compensation   plans   had   been
     determined   consistent   with   FASB   Statement   No.   123,   the
     Partnership's  net  income and earnings per  unit  would  have  been
     reduced to the pro forma amounts indicated below:
<TABLE>
<CAPTION>
     
                                                 1996           1995
                                               -------        -------
          <S>                <C>               <C>            <C>
          Net income         As reported       $58,713        $41,600
                             Pro forma         $58,564        $41,544
     
          Primary earnings   As reported       $  1.84        $  1.55
           per Common Unit   Pro forma         $  1.83        $  1.55
</TABLE>
     
     The  effects  of applying FASB Statement No. 123 in this  pro  forma
     disclosure are not indicative of future amounts. The Statement  does
     not  apply to awards prior to 1995, and additional awards in  future
     years are anticipated.
                                      -41-
     
<PAGE>
                DUKE REALTY LIMITED PARTNERSHIP AND SUBSIDIARIES
                                        
                   Notes to Consolidated Financial Statements
     
     Fixed Stock Option Plans
     ------------------------
     
     The  Partnership has two fixed stock option plans, the  Duke  Realty
     Services  1993 Stock Option Plan (the "1993 Plan") and the 1995  Key
     Employees' Stock Option Plan of Duke Realty Investments,  Inc.  (the
     "1995  Plan").  Under  the 1995 Plan, the General  Partner  and  the
     Partnership are authorized to grant options to its employees for  up
     to  558,400  shares of common stock, as well as up to an  additional
     400,000  shares to the extent grants under the 1993 Plan lapse,  are
     forfeited or are otherwise terminated. The 1995 Plan was adopted  in
     1995,  subject to shareholder approval, which approval was  received
     in   1996.  Under  the  1993  Plan,  the  General  Partner  and  the
     Partnership were authorized to grant options to its employees for up
     to   1,315,000  shares  of  common  stock,  of  which  751,180   are
     outstanding as of December 31, 1996. Upon the approval of  the  1995
     Plan, no further grants are permitted under the 1993 Plan.
     
     Under  both  plans,  the exercise price of each  option  equals  the
     market  price of the General Partner's stock on the date  of  grant,
     and  each option's maximum term is ten years. Options granted  under
     the  1993 Plan vest at 20% per year. Options granted under the  1995
     Plan vest 50% at the end of the third year following the grant date,
     and  25%  per  year  for each of the two succeeding  years,  or,  if
     earlier, upon the death, retirement or disability of the optionee or
     a change in control of the General Partner.
     
     The  fair  value of each option grant is estimated on  the  date  of
     grant   using  the  Black-Scholes  option-pricing  model  with   the
     following  assumptions used for grants in 1995  and  1996:  Dividend
     yield  of  6.0%; expected volatility of 19%; weighted average  risk-
     free  interest  rates  of 6.8% and 5.6% for 1995  and  1996  grants,
     respectively; and weighted average expected lives of  7.8 years  and
     7.9 years for 1995 and 1996 grants, respectively.
     
     A summary of the status of the General Partner and the Partnership's
     two fixed stock option plans as of December 31, 1994, 1995 and 1996,
     and changes during the years ended on those dates is as follows:
<TABLE>
<CAPTION>
     
                          1996                 1995                1994
                   -------------------  ------------------  ------------------
                              Weighted            Weighted            Weighted
                              Average             Average             Average
                              Exercise            Exercise            Exercise
                   Shares     Price     Shares    Price     Shares    Price
                   ------     --------  ------    --------  ------    --------
     <S>           <C>        <C>       <C>       <C>      <C>         <C>
     Outstanding,  
      beginning of  
      year         866,069    $24.958   681,500   $23.750  681,500     $23.75
     Granted       123,457    $32.125   225,469   $28.413        -     $    -
     Exercised        (100)   $25.875    (1,000)  $23.750        -     $    -
     Forfeited     (15,605)   $30.671   (39,900)  $23.872        -     $    -
                   -------              -------            -------
     Outstanding, 
      end of year  973,821    $25.775   866,069   $24.958  681,500     $23.75
                   =======              =======            =======
     
     Options 
      exercisable, 
      end of year  411,540              262,200            136,300
                   =======              =======            =======
     
     Weighted-average 
      fair value
      of options
      granted during
      the year     $ 3.925              $ 4.123               
                    ======               ======
</TABLE>
                                      -42-
     
     
     <PAGE>
     
                DUKE REALTY LIMITED PARTNERSHIP AND SUBSIDIARIES
                                        
                   Notes to Consolidated Financial Statements
                                        
     The following table summarizes information about fixed stock options
     outstanding at December, 31, 1996:
<TABLE>
<CAPTION>
     
                       Options Outstanding             Options Exercisable
                -----------------------------------  ------------------------
      Range        Number    Weighted Avg. Weighted     Number     Weighted
        of      Outstanding    Remaining     Avg.    Exercisable      Avg.
     Exercise       at        Contractual  Exercise       at       Exercise
      Prices     12/31/96        Life       Price      12/31/96      Price
     ---------  -----------  ------------- --------  -----------  ----------
     <S>          <C>            <C>       <C>         <C>          <C>
     $23 - $24    642,900        6.76      $23.750     389,100      $23.750
     $25 - $31    214,620        8.46      $28.401      22,440      $26.298
     $32 - $33    116,301        9.08      $32.125           -            -
                  -------                              -------
     $23 - $33    973,821        7.41      $25.775     411,540      $23.889
                  =======                              =======
</TABLE>
     
     
     Performance Based Stock Plans
     -----------------------------
     
     The Partnership has two performance based equity compensation plans.
     Under  the  1995  Dividend  Increase Unit  Plan  (the  "DIU  Plan"),
     Dividend  Increase Units ("DIUs") are granted to key employees.  The
     value of  DIUs exercised by employees is payable in company stock. A
     maximum  of  100,000 shares of the General Partner's  stock  may  be
     issued  under the DIU Plan. The maximum term of all DIUs granted  is
     ten years.
                                        
     The value of each DIU when exercised is equal to the increase in the
     General  Partner's annualized dividend per share from  the  date  of
     grant  to  the  date  of exercise, divided by the "dividend  yield".
     Dividend  yield is the annualized dividend per share of the  General
     Partner  divided  by  the  market price per  share  of  the  General
     Partner's common stock at the date of grant. DIUs are subject to the
     same  vesting schedule as stock options issued under the 1995  Plan.
     The  compensation cost that has been charged against income for  the
     DIU Plan was $152,000 and $39,000 for 1996 and 1995, respectively. A
     summary  of  the  status of DIUs granted by the  Partnership  is  as
     follows:
<TABLE>
<CAPTION>
     
                                   1996            1995
                                 -------         -------
         <S>                     <C>             <C>
         DIUs outstanding, 
          beginning of year      110,469               -
         Granted                 123,457         110,469
         Exercised                     -               -
         Forfeited               (11,285)              -
                                 -------         -------
         DIUs outstanding, 
          end of year            222,641         110,469
                                 =======         =======
     
         DIUs exercisable, 
          end of year                  -               -
                                 =======         =======
</TABLE>
     
     Under  the  1995  Shareholder  Value  Plan  (the  "SV  Plan"),   the
     Partnership  may  grant awards in specified dollar  amounts  to  key
     employees.  The  award  is  payable to the  employee  on  the  third
     anniversary of the date of grant. One-half of the award  is  payable
     in  common stock of the General Partner, and one-half is payable  in
     cash.  A  maximum of 100,000 shares of the General Partner's  common
     stock may be issued under the SV Plan.
     
     The initial dollar amount of each award granted under the SV Plan is
     adjusted  upward or downward based on a comparison  of  the  General
     Partner's  cumulative total shareholder return for  the  three  year
     period as compared to the cumulative total return of the S&P 500 and
     the  NAREIT  Equity  REIT Total Return indices.  The  award  is  not
     payable upon the employee's termination of employment for any reason
     other  than retirement, death, disability or a change in control  of
     the General Partner.
                                      -43-
     <PAGE>
                                        
                DUKE REALTY LIMITED PARTNERSHIP AND SUBSIDIARIES
                                        
                   Notes to Consolidated Financial Statements
                                        
     The  following table summarizes information about the initial amount
     of SV Plan awards granted in 1995 and 1996:
<TABLE>
<CAPTION>
     
                                         1996           1995
                                        ------         ------
       <S>                             <C>            <C>  
       Amount of SVP initial awards, 
        beginning of year              $456,080       $      -
       Granted                          521,165        456,080
       Awards paid                            -              -
       Forfeited                        (51,666)             -
                                        -------        -------
       Amount of SVP initial awards, 
        end of year                    $925,579       $456,080
                                        =======        =======
</TABLE>
     
     
     The  Partnership  believes  that it is not  possible  to  reasonably
     estimate the fair value of the General Partner's common stock to  be
     issued   under  the  DIU  and  SV  Plans  and,  therefore,  computes
     compensation cost for the Plans based on the intrinsic value of  the
     awards  as  if  they  were exercised at the end of  each  applicable
     reporting  period.  The  compensation cost  that  has  been  charged
     against  income for the SV Plan was $361,000 and $152,000  for  1996
     and 1995, respectively.
                                        
                                      -44-
     <PAGE>
     
     
     
     3.  Exhibits
     
     Exhibit
     Number                             Description
     --------                           --------------

     4.1  Amended and Restated Agreement of Limited Partnership  of  Duke
          Realty  Limited  Partnership ("DRLP") is incorporated  herein  by
          reference to Exhibit 10.1 to the registration statement  of  Duke
          Realty  Investments, Inc. on Form S-2, as amended, filed on  June
          8,   1993,   as   File  No.  33-64038  (the  "1993   Registration
          Statement").
     
     4.2  First and Second Amendments to Amended and Restated Agreement  of
          Limited  Partnership of DRLP are incorporated herein by reference
          to  Exhibit 10.2 of the Annual Report on Form 10-K of Duke Realty
          Investments, Inc. for the year ended December 31, 1995 (File  No.
          1-9044)("DRE  10-K"),  and  the Third Amendment  to  Amended  and
          Restated Agreement of DRLP is incorporated herein by reference to
          Exhibit 10 to the Report of Duke Realty Investments, Inc. on Form
          8-K filed August 15, 1996.
                                        
     4.3  Indenture  between DRLP and The First National Bank  of  Chicago,
          Trustee,  and  the First Supplement thereto, are incorporated  by
          reference  to Exhibits 4.1 and 4.2 to the report of  Duke  Realty
          Investments,  Inc. on Form 8-K filed September 19, 1995  and  the
          Second Supplement thereto, is incorporated herein by reference to
          Exhibit 4 to the report of Duke Realty Investments, Inc. on  Form
          8-K filed July 12, 1996.
     
     10.1 Second Amended and Restated Agreement of Limited Partnership of
          Duke   Realty   Services  Limited  Partnership   (the   "Services
          Partnership") is incorporated herein by reference to Exhibit 10.3
          of the DRE 10-K.
     
     10.2 Promissory Note of the Services Partnership is incorporated
          herein by reference to Exhibit 10.3 to the 1993 Registration
          Statement.
     
     10.3 Duke Realty Services Partnership 1993 Stock Option Plan is
          incorporated herein by reference to Exhibit 10.4 to the 1993
          Registration Statement.
     
     10.4 Acquisition Option Agreement relating to certain properties not
          contributed   to   DRLP   by  Duke  Associates   (the   "Excluded
          Properties") is incorporated herein by reference to Exhibit  10.5
          to the 1993 Registration Statement.
     
     10.5 Management Agreement relating to  the Excluded Properties is
          incorporated herein by reference to Exhibit 10.6 to the 1993
          Registration Statement.
     
     10.6 Contribution Agreement for certain properties and land
          contributed by Duke Associates and Registrant to DRLP is
          incorporated herein by reference to Exhibit 10.7 to the 1993
          Registration Statement.
     
     10.7 Contribution  Agreement  for  certain  assets  and   contracts
          contributed  by  Duke  Associates to the Service  Partnership  is
          incorporated  herein by reference to Exhibit  10.8  to  the  1993
          Registration Statement.
                                      -45-
     <PAGE>
                                        
                                        
     
     10.8 Contribution Agreement for certain contracts contributed by Duke
          Associates to DRLP is incorporated herein by reference to Exhibit
          10.9 to the 1993 Registration Statement.
     
     10.9 Stock Purchase Agreement is incorporated herein by reference to
          Exhibit 10.10 to the 1993 Registration Statement.
     
     10.10 Indemnification Agreement is incorporated herein by reference to
           Exhibit 10.11 to the 1993 Registration Statement.
     
     10.11 1995 Key Employee Stock Option Plan is incorporated herein
           by reference to Exhibit 10.13 of the DRE 10-K.
     
     10.12 1995 Dividend Increase Unit Plan is incorporated herein by
           reference to Exhibit 10.14 of the DRE 10-K.
     
     10.13 1995 Shareholder Value Plan is incorporated herein by reference
           to Exhibit 10.15 of the DRE 10-K.
                                        
     21.   List of Subsidiaries of Registrant.
     
     23.  Consent of KPMG Peat Marwick LLP.
     
     24.   Executed powers of attorney of certain directors.
     
     27.   Financial Data Schedule
     
     99.1  Selected Quarterly Financial Information
     
                                      -46-  
   <PAGE>
                                        
                                        
     
     The  Partnership  will  furnish to any security holder,  upon  written
     request, copies of any exhibit incorporated by reference, for a fee of
     15  cents  per  page, to cover the costs of furnishing  the  exhibits.
     Written request should include a representation that the person making
     the request was the beneficial owner of securities.
     
     (b)  Reports on Form 8-K
     
     None
     
                                      -47-
<PAGE>
                                        
  DUKE REALTY LIMITED PARTNERSHIP 
  REAL ESTATE AND ACCUMULATED DEPRECIATION
  DECEMBER 31, 1996                                      
<TABLE>
<CAPTION>
                                                         
   (IN THOUSANDS)                                SCHEDULE
                                                   III
                                                         
                                                         
                                        
  LOCATION /                                BUILDING       
  DEVELOPMENT                 BUILDING        TYPE      ENCUMBRANCES        
  ----------------------      --------      --------    ------------ 
                                                         
  <S>                       <C>               <C>        <C> 
  INDIANAPOLIS, INDIANA
  ---------------------                                                       
                                                         
  PARK 100 BUSINESS PARK    BUILDING #32      RETAIL     $    586
  PARK 100 BUSINESS PARK    BUILDING #34      OFFICE        1,022
  PARK 100 BUSINESS PARK    BUILDING #38      INDUSTRIAL        -
  PARK 100 BUSINESS PARK    BUILDING #79      INDUSTRIAL    1,037
  PARK 100 BUSINESS PARK    BUILDING #80      INDUSTRIAL    1,329
  PARK 100 BUSINESS PARK    BUILDING #83      INDUSTRIAL        -
  PARK 100 BUSINESS PARK    BUILDING #84      INDUSTRIAL        -
  PARK 100 BUSINESS PARK    BUILDING #95      INDUSTRIAL    3,326
  PARK 100 BUSINESS PARK    BUILDING #96      INDUSTRIAL    6,330
  PARK 100 BUSINESS PARK    BUILDING #97      INDUSTRIAL        -
  PARK 100 BUSINESS PARK    BUILDING #98      INDUSTRIAL        -
  PARK 100 BUSINESS PARK    BUILDING #100     INDUSTRIAL    1,662
  PARK 100 BUSINESS PARK    BUILDING #107     INDUSTRIAL    1,560
  PARK 100 BUSINESS PARK    BUILDING #109     INDUSTRIAL    1,135
  PARK 100 BUSINESS PARK    BUILDING #116     OFFICE        1,931
  PARK 100 BUSINESS PARK    BUILDING #118     OFFICE        1,220
  PARK 100 BUSINESS PARK    BUILDING #119     OFFICE            -
  PARK 100 BUSINESS PARK    BUILDING #121     RETAIL            -
  PARK 100 BUSINESS PARK    BUILDING #122     INDUSTRIAL        -
  PARK 100 BUSINESS PARK    BUILDING #125     INDUSTRIAL    3,789
  PARK 100 BUSINESS PARK    BUILDING #126     INDUSTRIAL        -
  PARK 100 BUSINESS PARK    BUILDING #127     INDUSTRIAL        -
  PARK 100 BUSINESS PARK    BUILDING #128     INDUSTRIAL        -
  PARK 100 BUSINESS PARK    BUILDING #129     INDUSTRIAL        -
  PARK 100 BUSINESS PARK    BUILDING #130     INDUSTRIAL        -
  GEORGETOWN ROAD           BUILDING 1        INDUSTRIAL        -
  GEORGETOWN ROAD           BUILDING 2        INDUSTRIAL        -
  GEORGETOWN ROAD           BUILDING 3        INDUSTRIAL        -
  PARK 100 BUSINESS PARK    NORGATE LAND      LAND LEASE        -
                             LEASE  
  PARK 100 BUSINESS PARK    SCHAHET HOTELS    LAND LEASE        -
                             LAND LEASE        
  PARK 100 BUSINESS PARK    KENNY ROGERS LAND LAND LEASE        -
                             LEASE               
  PARK 100 BUSINESS PARK    NORCO LAND LEASE  LAND LEASE        -
  PARK 100 BUSINESS PARK    ZOLLMAN LAND      LAND LEASE        -
                             LEASE
  SHADELAND STATION         7351 SHADELAND    OFFICE            -
  SHADELAND STATION         BUILDING          INDUSTRIAL    1,800
                             #204/205            
  SHADELAND STATION         7240 SHADELAND    OFFICE (2)    2,644
  SHADELAND STATION         7330 SHADELAND    OFFICE        2,338
  SHADELAND STATION         7369 SHADELAND    OFFICE            -
  SHADELAND STATION         7340 SHADELAND    OFFICE          322
  SHADELAND STATION         7400 SHADELAND    OFFICE          450
  CASTLETON CORNER          CUB PLAZA         RETAIL        3,179
  CASTLETON                 MICHAEL'S PLAZA   RETAIL        2,405
   SHOPPING CENTER
  SOUTH PARK, INDIANA       BUILDING #1       OFFICE          347
  SOUTH PARK, INDIANA       BUILDING #2       INDUSTRIAL      490  
  SOUTH PARK, INDIANA       BUILDING #3       OFFICE            -
  SOUTH PARK, INDIANA       BRYLANE PARKING   OFFICE            -
                             LOT LEASE
  SOUTH PARK, INDIANA       LEE'S INN LAND    LAND LEASE        -
                             LEASE               
  GREENWOOD CORNER          GREENWOOD CORNER  RETAIL            -
  GREENWOOD CORNER          1st INDIANA BANK  RETAIL          255
                             BRANCH
  CARMEL MEDICAL I          CARMEL MEDICAL I  MEDICAL       1,884 
  ST. FRANCIS               ST. FRANCIS       MEDICAL           -
  COMMUNITY MOB             COMMUNITY MOB     MEDICAL           -
  CARMEL MEDICAL II         CARMEL MEDICAL II MEDICAL       2,432
  HILLSDALE TECHNECENTER    BUILDING #4       INDUSTRIAL    2,524
  HILLSDALE TECHNECENTER    BUILDING #5       INDUSTRIAL    1,705
  HILLSDALE TECHNECENTER    BUILDING #6       INDUSTRIAL    2,108
  KEYSTONE AT THE           8465 KEYSTONE     OFFICE            -
   CROSSING
  WOODFIELD AT THE          WOODFIELD II      OFFICE        6,052
   CROSSING
  WOODFIELD AT THE          WOODFIELD III     OFFICE            -
   CROSSING
  KEYSTONE AT THE           3520 COMMERCE     OFFICE            -
   CROSSING                  CROSSING
  ONE PARKWOOD              ONE PARKWOOD      OFFICE            -
  TWO PARKWOOD              TWO PARKWOOD      OFFICE            -
  PALOMAR                   PALOMAR           INDUSTRIAL        -
  FRANKLIN ROAD             FRANKLIN ROAD     INDUSTRIAL        -
   BUSINESS CTR.             BUSINESS CTR.        
  NAMPAC BUILDING           NAMPAC BUILDING   INDUSTRIAL        -
  HAMILTON CROSSING         BUILDING #1       INDUSTRIAL        -
  KEYSTONE AT THE           F.C. TUCKER       OFFICE            -
   CROSSING                  BUILDING
  PARK FLETCHER             BUILDING #14      INDUSTRIAL        -
  6060 GUION ROAD           6060 GUION ROAD   INDUSTRIAL        -
   (VANSTAR)                 (VANSTAR)            
  4750 KENTUCKY AVE.        4750 KENTUCKY AVE.INDUSTRIAL        -
  4316 WEST MINNESOTA       4316 W. MINNESOTA INDUSTRIAL        -
                                                          
  FORT WAYNE, INDIANA
  -------------------                                     
                                                          
  COLDWATER CROSSING        COLDWATER SHOPPES RETAIL       11,249
                                                          
  LEBANON, INNDIANA                                             
  -----------------                                       
                                                          
  AMERICAN AIR FILTER       AMERICAN AIR      INDUSTRIAL        -
                             FILTER 
                                                          
  NASHVILLE, TENNESSEE
  --------------------                                                        
                                                          
  KEEBLER BUILDING          KEEBLER BUILDING  INDUSTRIAL        -
  HAYWOOD OAKS TECHNECENTER BUILDING #2       INDUSTRIAL    1,057
  HAYWOOD OAKS TECHNECENTER BUILDING #3       INDUSTRIAL    1,017
  HAYWOOD OAKS TECHNECENTER BUILDING #4       INDUSTRIAL    1,138
  HAYWOOD OAKS TECHNECENTER BUILDING #5       INDUSTRIAL    1,788
  HAYWOOD OAKS TECHNECENTER BUILDING #6       INDUSTRIAL        -
  HAYWOOD OAKS TECHNECENTER BUILDING #7       INDUSTRIAL        -
  GREENBRIAR BUSINESS PARK  GREENBRIAR        INDUSTRIAL        -
                                                          
  HEBRON, KENTUCKY                                        
  ----------------                                                        
                                                          
  SOUTHPARK, KENTUCKY       CR SERVICES       INDUSTRIAL    3,053
  SOUTHPARK, KENTUCKY       BUILDING #1       INDUSTRIAL        -
  SOUTHPARK, KENTUCKY       BUILDING #3       INDUSTRIAL        -
  SOUTHPARK, KENTUCKY       REDKEN            INDUSTRIAL    2,368
                                                          
  FLORENCE, KENTUCKY
  ------------------                                                        
                                                          
  EMPIRE COMMERCE           EMPIRE COMMERCE   INDUSTRIAL        -
                                                          
  CINCINNATI, OHIO                                        
  ----------------                                                        
                                                          
  PARK 50 TECHNECENTER      BUILDING #17      OFFICE        3,503
  PARK 50 TECHNECENTER      BUILDING #20      INDUSTRIAL    4,200
  PARK 50 TECHNECENTER      BUILDING #24      RETAIL            -
  PARK 50 TECHNECENTER      BUILDING #25      INDUSTRIAL        -
  PARK 50 TECHNECENTER      SDRC BUILDING     OFFICE            -
  FIDELITY DRIVE            DUN & BRADSTREET  OFFICE        1,768
  WORLD PARK                BUILDING #5       INDUSTRIAL    2,246
  WORLD PARK                BUILDING #6       INDUSTRIAL    2,307
  WORLD PARK                BUILDING #7       INDUSTRIAL    2,764
  WORLD PARK                BUILDING #8       INDUSTRIAL    2,836
  WORLD PARK                BUILDING #9       INDUSTRIAL    1,663
  WORLD PARK                BUILDING #11      INDUSTRIAL    2,558
  WORLD PARK                BUILDING #14      INDUSTRIAL    1,943
  WORLD PARK                BUILDING #15      INDUSTRIAL        -
  WORLD PARK                BUILDING #16      INDUSTRIAL    1,577
  EASTGATE PLAZA            EASTGATE PLAZA    RETAIL            -
  FAIRFIELD                 BUILDING D        INDUSTRIAL        -
   BUSINESS CENTER                        
  FAIRFIELD                 BUILDING E        INDUSTRIAL        -
   BUSINESS CENTER
  UNIVERSITY MOVING         UNIVERSITY MOVING INDUSTRIAL        -
  TRI-COUNTY OFFICE PARK    BUILDINGS #1 - #4 OFFICE (3)        -
  GOVERNOR'S PLAZA          GOVERNOR'S PLAZA  RETAIL            -
  GOVERNOR'S PLAZA          KING'S MALL II    RETAIL            -
  GOVERNOR'S PLAZA          KOHLS             RETAIL            -
  SOFA EXPRESS              SOFA EXPRESS      RETAIL            -
  OFFICE MAX                OFFICE MAX        RETAIL            -
  312 ELM BUILDING          312 ELM           OFFICE       32,700
  311 ELM STREET            ZUSSMAN           OFFICE            -
  ENTERPRISE                BUILDING 1        INDUSTRIAL    4,155
   BUSINESS PARK                         
  ENTERPRISE                BUILDING 2        INDUSTRIAL    3,101
   BUSINESS PARK                         
  ENTERPRISE                BUILDING A        INDUSTRIAL      494
   BUSINESS PARK                                           
  ENTERPRISE                BUILDING B        INDUSTRIAL      760
   BUSINESS PARK                        
  ENTERPRISE                BUILDING D        INDUSTRIAL    1,271
   BUSINESS PARK                        
  312 PLUM STREET           S & L DATA        OFFICE            -
  TRIANGLE OFFICE PARK      BUILDINGS #1-#38  OFFICE        6,025
  GOVERNOR'S HILL           8790 GOVERNOR'S   OFFICE            -
                             HILL
  GOVERNOR'S HILL           8700 GOVERNOR'S   OFFICE            -
                             HILL
  GOVERNOR'S HILL           8800 GOVERNOR'S   OFFICE        1,667
                             HILL
  GOVERNOR'S HILL           8600 GOVERNOR'S   OFFICE       15,423
                             HILL
  GOVERNOR'S POINTE         4770 GOVERNOR'S   OFFICE        4,747
                             POINTE
  GOVERNOR'S POINTE         4700 BUILDING     INDUSTRIAL    3,516
  GOVERNOR'S POINTE         4900 BUILDING     INDUSTRIAL    2,955
  GOVERNOR'S POINTE         4705 GOVERNOR'S   OFFICE            -
                             POINTE
  GOVERNOR'S POINTE         4800 GOVERNOR'S   OFFICE            -
                             POINTE
  BIGG'S SUPERCENTER        BIGG'S            RETAIL            -
                             SUPERCENTER
  GOVERNOR'S POINTE         4605 GOVERNOR'S   OFFICE       10,685
                             POINTE
  MONTGOMERY CROSSING       STEINBERG'S       RETAIL          696
  MONTGOMERY CROSSING II    SPORTS UNLIMITED  RETAIL        2,728
  GOVERNOR'S PLAZA          KING'S AUTO       RETAIL        3,256
                             MALL I
  MOSTELLER DIST. CENTER    MOSTELLER DIST.   INDUSTRIAL        -
                             CENTER      
  FRANCISCAN HEALTH         FRANCISCAN HEALTH MEDICAL           -
  PERIMETER PARK            BUILDING A        INDUST            -
  PERIMETER PARK            BUILDING B        INDUST            -
  CREEK ROAD                BUILDING 1        INDUST            -
  CREEK ROAD                BUILDING 2        INDUST            -
  WEST LAKE CENTER          WEST LAKE CENTER  OFFICE            -
  EXECUTIVE PLAZA I         EXECUTIVE PLAZA I OFFICE            -
  EXECUTIVE PLAZA II        EXECUTIVE PLAZA   
                             II               OFFICE            -
  LAKE FOREST PLACE         LAKE FOREST PLACE OFFICE            -
  HUNTINGTON BANK           HUNTINGTON BANK   OFFICE            -
  OHIO NATIONAL             OHIO NATIONAL     OFFICE       19,500
  CORNELL COMMERCE          CORNELL COMMERCE  INDUSTRIAL        -
                                                             
  CLEVELAND, OHIO                                                 
  ---------------                                                           
                                                             
  ROCK RUN - NORTH          ROCK RUN - NORTH  OFFICE          723
  ROCK RUN - CENTER         ROCK RUN - CENTER OFFICE          895
  ROCK RUN - SOUTH          ROCK RUN - SOUTH  OFFICE          757
  FREEDOM SQUARE I          FREEDOM SQUARE I  OFFICE            -
  FREEDOM SQUARE II         FREEDOM SQUARE II OFFICE        1,498
  CORPORATE PLAZA I         CORPORATE PLAZA I OFFICE        1,841
  CORPORATE PLAZA II        CORPORATE PLAZA   OFFICE        1,575
                             II
  ONE CORPORATE             ONE CORPORATE     OFFICE        1,103
   EXCHANGE                  EXCHANGE
  CORPORATE PLACE           CORPORATE PLACE   OFFICE            -
  CORPORATE CIRCLE          CORPORATE CIRCLE  OFFICE            -
  CORPORATE CENTER I        CORPORATE CENTER  OFFICE            -
                             I
  CORPORATE CENTER II       CORPORATE CENTER  OFFICE            -
                             II                 
                                                             
  COLUMBUS, OHIO                                                   
  --------------                                                           
                                                             
  CORP. PARK AT             LITEL            OFFICE             -
   TUTTLE CRSG
  CORP. PARK AT             STERLING 1       OFFICE             -
   TUTTLE CRSG
  CORP. PARK AT             INDIANA          OFFICE             -
   TUTTLE CRSG               INSURANCE
  CORP. PARK AT             STERLING 2       OFFICE             -
   TUTTLE CRSG
  CORP. PARK AT             CARDINAL HEALTH  OFFICE             -
   TUTTLE CRSG
  CORP. PARK AT             STERLING 3       OFFICE             -
   TUTTLE CRSG
  CORP. PARK AT             NATIONWIDE       OFFICE             -
   UTTLE CRSG
  CORP. PARK AT             LAZARUS GROUND   RETAIL             -
   TUTTLE CRSG               LEASE
  CORP. PARK AT             XEROX            OFFICE         4,500
   TUTTLE CRSG
  SOUTH POINTE              BUILDING A       INDUSTRIAL         -
  SOUTH POINTE              BUILDING B       INDUSTRIAL         -
  PET FOODS BUILD-          PET FOODS        INDUSTRIAL     3,607
   TO-SUIT                   DISTRIBUTION       
  GALYAN'S                  GALYAN'S         RETAIL         3,135
  TUTTLE RETAIL CENTER      TUTTLE RETAIL    RETAIL             -
                             CENTER
  MBM BUILDING              MBM BUILDING     INDUSTRIAL         -
  METROCENTER III           METROCENTER III  OFFICE             -
  SCIOTO CORPORATE CENTER   SCIOTO CORPORATE OFFICE             -
                             CENTER  
  V.A. HOSPITAL             V.A. HOSPITAL    MEDICAL        6,082
  
  DAYTON, OHIO
  ------------

  SUGARCREEK PLAZA         SUGARCREEK PLAZA  RETAIL         3,995
                                                             
  LIVONIA, MICHIGAN                                          
  -----------------                                                           
                                                             
  LIVONIA                  BUILDING A        OFFICE             -
  LIVONIA                  BUILDING B        OFFICE             -
                                                             
  DECATUR, ILLINOIS                                          
  -----------------                                                           
                                                             
  PARK 101                 BUILDING #3      INDUSTRIAL      1,927
  PARK 101                 BUILDING #8      INDUSTRIAL      1,001
  PARK 101                 ILL POWER LAND   INDUSTRIAL          -
                            LEASE           
                                                             
  BLOOMINGTON, ILLINOIS
  ---------------------                                                           
                                                             
  LAKEWOOD PLAZA           LAKEWOOD PLAZA    RETAIL         5,100
                                                             
  CHAMPAIGN, ILLINOIS
  -------------------                                                           
                                                              
  MARKET VIEW              MARKET VIEW      RETAIL          4,104
   SHOPPING CTR             CENTER
                                                             
  ST. LOUIS, MISSOURI
  -------------------                                                           
                                                             
  LAUMEIER I               LAUMEIER I       OFFICE             -
  LAUMEIER II              LAUMEIER II      OFFICE             -
  WESTVIEW PLACE           WESTVIEW PLACE   OFFICE             -
  WESTMARK                 WESTMARK         OFFICE             -
  ALFA - LAVAL             ALFA - LAVAL     INDUST             -
  I-70 CENTER              I-70 CENTER      INDUST             -
  1920 BELTWAY             1920 BELTWAY     INDUST         1,396
  INTERAMERICAN            INTERAMERICAN    INDUST             -
                                                             
  VARIOUS LOCATIONS                                         
  -----------------                                                          
                                                            
  LAND IMP. -                 N/A           N/A                -
  UNDEVELOPED LAND
  ELIMINATIONS                                                 -
                                                         -------
               TOTALS                                   $261,815
                                                         =======
</TABLE>
                                      -48-
  <PAGE>
  DUKE REALTY LIMITED PARTNERSHIP
  REAL ESTATE AND ACCUMULATED DEPRECIATION
  DECEMBER 31, 1996                                      
<TABLE>
<CAPTION>
                                            INITIAL COST TO 
                                              PARTNERSHIP          COSTS (1)
                                          -------------------    CAPITALIZED
                                                  BUILDINGS/    SUBSEQUENT TO
  LOCATION/DEVELOPMENT     BUILDING       LAND  IMPROVEMENTS     ACQUISITION
  --------------------     --------       ----  ------------    -------------
  <S>                     <C>              <C>        <C>           <C>
  INDIANAPOLIS, INDIANA
  ---------------------                                                                                   
                                                                                     
  PARK 100 BUSINESS PARK  BUILDING #32      64           740           230
  PARK 100 BUSINESS PARK  BUILDING #34     131         1,455           217
  PARK 100 BUSINESS PARK  BUILDING #38      25           241            26 
  PARK 100 BUSINESS PARK  BUILDING #79     184         1,764           269
  PARK 100 BUSINESS PARK  BUILDING #80     251         2,412           179
  PARK 100 BUSINESS PARK  BUILDING #83     247         2,572           147
  PARK 100 BUSINESS PARK  BUILDING #84     347         2,604           169
  PARK 100 BUSINESS PARK  BUILDING #95     642         4,756           207
  PARK 100 BUSINESS PARK  BUILDING #96   1,414         8,734           452
  PARK 100 BUSINESS PARK  BUILDING #97     676         4,294         1,230
  PARK 100 BUSINESS PARK  BUILDING #98     473         6,022         1,656
  PARK 100 BUSINESS PARK  BUILDING #100    103         2,179           652
  PARK 100 BUSINESS PARK  BUILDING #107     99         1,575           138
  PARK 100 BUSINESS PARK  BUILDING #109    240         1,865          (101) 
  PARK 100 BUSINESS PARK  BUILDING #116    341         3,144           (75)
  PARK 100 BUSINESS PARK  BUILDING #118    226         2,229           155
  PARK 100 BUSINESS PARK  BUILDING #119    388         3,386           291
  PARK 100 BUSINESS PARK  BUILDING #121    592           960           115
  PARK 100 BUSINESS PARK  BUILDING #122    284         3,359           316
  PARK 100 BUSINESS PARK  BUILDING #125    674         5,712             -
  PARK 100 BUSINESS PARK  BUILDING #126    165         1,362           136
  PARK 100 BUSINESS PARK  BUILDING #127     96         1,726           371
  PARK 100 BUSINESS PARK  BUILDING #128    904         8,429             -
  PARK 100 BUSINESS PARK  BUILDING #129    865         5,468             -
  PARK 100 BUSINESS PARK  BUILDING #130    513         3,611             - 
  GEORGETOWN ROAD         BUILDING 1       362         2,341             -
  GEORGETOWN ROAD         BUILDING 2       374         2,492             -
  GEORGETOWN ROAD         BUILDING 3       421         1,873             -
  PARK 100 BUSINESS PARK  NORGATE LAND      51             -             -
                           LEASE       
  PARK 100 BUSINESS PARK  SCHAHET HOTELS   131             -          (131)
                           LAND LEASE
  PARK 100 BUSINESS PARK  KENNY ROGERS      56             -             9
                           LAND LEASE                                 
  PARK 100 BUSINESS PARK  NORCO LAND LEASE   -            38            (1)
  PARK 100 BUSINESS PARK  ZOLLMAN LAND                                       
                           LEASE           115            -             -
  SHADELAND STATION       7351 SHADELAND   101         1,359           146
  SHADELAND STATION       BUILDING 
                           #204/205        260         2,595           319
  SHADELAND STATION       7240 SHADELAND   152         3,113           797
  SHADELAND STATION       7330 SHADELAND   255         4,045          (172)
  SHADELAND STATION       7369 SHADELAND   100         1,129            79
  SHADELAND STATION       7340 SHADELAND   165         2,458           159
  SHADELAND STATION       7400 SHADELAND   570         2,959           363
  CASTLETON CORNER        CUB PLAZA        540         4,850           222
  CASTLETON               MICHAEL'S PLAZA                                    
   SHOPPING CENTER                         749         3,400           309
  SOUTH PARK, INDIANA     BUILDING #1      287         2,328           382
  SOUTH PARK, INDIANA     BUILDING #2      334         3,081           821
  SOUTH PARK, INDIANA     BUILDING #3      208         2,150           420
  SOUTH PARK, INDIANA     BRYLANE PARKING    -            54             3
                           LOT LEASE        
  SOUTH PARK, INDIANA     LEE'S INN LAND     -             5            28
                           LEASE           
  GREENWOOD CORNER        GREENWOOD CORNER 390         3,435           (75)  
  GREENWOOD CORNER        1st INDIANA BANK                                   
                           BRANCH           46           245            16
  CARMEL MEDICAL I        CARMEL MEDICAL I   -         3,710          (383)
  ST. FRANCIS             ST. FRANCIS        -         5,839           230
  COMMUNITY MOB           COMMUNITY MOB    350         1,925           800
  CARMEL MEDICAL II       CARMEL MEDICAL                                  
                           II                -         4,000           294
  HILLSDALE TECHNECENTER  BUILDING #4      366         4,711           322
  HILLSDALE TECHNECENTER  BUILDING #5      251         3,235           161
  HILLSDALE TECHNECENTER  BUILDING #6      315         4,054           141
  KEYSTONE AT THE         8465 KEYSTONE     89         1,302            24
   CROSSING                 
  WOODFIELD AT THE        WOODFIELD II     719         9,106           859
   CROSSING                           
  WOODFIELD AT THE        WOODFIELD III  3,767        19,817         2,218
   CROSSING                  
  KEYSTONE AT THE         3520 COMMERCE     19           560            59
   CROSSING                CRSG             
  ONE PARKWOOD            ONE PARKWOOD   1,018         9,578           419
  TWO PARKWOOD            TWO PARKWOOD     861         5,134         2,112
  PALOMAR                 PALOMAR          158         1,148           361
  FRANKLIN ROAD           FRANKLIN ROAD    594         3,986         1,629
   BUSINESS CTR.           BUSINESS CTR.     
  NAMPAC BUILDING         NAMPAC BUILDING  274         1,622           106
  HAMILTON CROSSING       BUILDING #1      526         2,424           334
  KEYSTONE AT THE         F.C. TUCKER                                      
   CROSSING                BUILDING          -           264            13
  PARK FLETCHER           BUILDING #14      76           722            98
  6060 GUION ROAD         6060 GUION ROAD                                 
   (VANSTAR)              (VANSTAR)        511         2,656             -
  4750 KENTUCKY AVENUE    4750 KENTUCKY    246         2,260           112
                           AVENUE      
  4316 WEST MINNESOTA     4316 WEST        287         2,178           170
                           MINNESOTA    
  
  FORT WAYNE, INDIANA                                                        
  -------------------                                                                      
                                                                        
  COLDWATER CROSSING     COLDWATER       2,310       15,827            821
                          SHOPPES    
                                                                        
  LEBANON, INDIANA                                                           
  ----------------                                                                      
                                                                        
  AMERICAN AIR          AMERICAN AIR       177        3,053             -
   FILTER                FILTER              
                                                                        
  NASHVILLE, TENNESSEE
  --------------------                                                                      
                                                                        
  KEEBLER BUILDING      KEEBLER BUILDING   307       1,183             46
  HAYWOOD OAKS          BUILDING #2        395       1,767            100
   TECHNECENTER                          
  HAYWOOD OAKS          BUILDING #3        346       1,575            254
   TECHNECENTER                    
  HAYWOOD OAKS          BUILDING #4        435       1,948             52
   TECHNECENTER              
  HAYWOOD OAKS          BUILDING #5        629       2,816            380
   TECHNECENTER                     
  HAYWOOD OAKS          BUILDING #6        924       5,730            475
   TECHNECENTER                       
  HAYWOOD OAKS          BUILDING #7        456       1,642            593
   TECHNECENTER                          
  GREENBRIAR            GREENBRIAR       1,445       4,490            562
   BUSINESS PARK                    
                                                                        
  HEBRON, KENTUCKY                                                      
  ----------------                                                                      
                                                                        
  SOUTHPARK, KENTUCKY   CR SERVICES      1,085       4,460              -
  SOUTHPARK, KENTUCKY   BUILDING #1        682       3,725            237
  SOUTHPARK, KENTUCKY   BUILDING #3        841       3,382            231
  SOUTHPARK, KENTUCKY   REDKEN             779       3,095            116
                                                                        
  FLORENCE, KENTUCKY
  ------------------                                                                      
                                                                        
  EMPIRE COMMERCE       EMPIRE COMMERCE    581       2,784            197
                         
  CINCINNATI, OHIO                                                      
  ----------------                                                                      
                                                                        
  PARK 50 TECHNECENTER  BUILDING #17       500       6,200           (516)
  PARK 50 TECHNECENTER  BUILDING #20       461       7,450           (497)
  PARK 50 TECHNECENTER  BUILDING #24       151         809             93
  PARK 50 TECHNECENTER  BUILDING #25     1,161       3,758            266
  PARK 50 TECHNECENTER  SDRC BUILDING      911      19,004          1,004
  FIDELITY DRIVE        DUN & BRADSTREET   270       2,510            342
  WORLD PARK            BUILDING #5        270       3,260            435
  WORLD PARK            BUILDING #6        378       4,488           (793)
  WORLD PARK            BUILDING #7        525       4,150            204
  WORLD PARK            BUILDING #8        561       5,309            195
  WORLD PARK            BUILDING #9        317       2,993            247
  WORLD PARK            BUILDING #11       460       4,701            310
  WORLD PARK            BUILDING #14       380       3,592            184
  WORLD PARK            BUILDING #15       373       2,274            301
  WORLD PARK            BUILDING #16       321       3,033             20
  EASTGATE PLAZA        EASTGATE PLAZA   2,030       4,079            778
  FAIRFIELD             BUILDING D         135       1,639             28
   BUSINESS CENTER                     
  FAIRFIELD             BUILDING E         398       2,461             84
   BUSINESS CENTER                     
  UNIVERSITY MOVING     UNIVERSITY         248       1,612             61
                         MOVING       
  TRI-COUNTY OFFICE     BUILDINGS #1 -     217       5,211            611
   PARK                  #4            
  GOVERNOR'S PLAZA      GOVERNOR'S PLAZA 2,012       8,452            534
  GOVERNOR'S PLAZA      KING'S MALL II   1,928       3,636            353
  GOVERNOR'S PLAZA      KOHLS            1,345       3,575            164
  SOFA EXPRESS          SOFA EXPRESS       145         771             10
  OFFICE MAX            OFFICE MAX         651       1,223             63
  312 ELM BUILDING      312 ELM          4,750      43,823          5,151
  311 ELM STREET        ZUSSMAN            339       6,226            435
  ENTERPRISE            BUILDING 1       1,030       5,482            492
   BUSINESS PARK                
  ENTERPRISE            BUILDING 2         733       3,443          1,050
   BUSINESS PARK                   
  ENTERPRISE            BUILDING A         119         685             35
   BUSINESS PARK                    
  ENTERPRISE            BUILDING B         119       1,117             56
   BUSINESS PARK                        
  ENTERPRISE            BUILDING D         243       1,802            318
   BUSINESS PARK    
  312 PLUM STREET       S & L DATA       2,539      24,312          1,443
  TRIANGLE OFFICE      BUILDINGS #1 -    1,000      10,440          1,647
    PARK                #38              
  GOVERNOR'S HILL      8790 GOVERNOR'S     400       4,581            382
                        HILL               
  GOVERNOR'S HILL      8700 GOVERNOR'S     459       5,705            151
                        HILL              
  GOVERNOR'S HILL      8800 GOVERNOR'S     225       2,305            413
                        HILL               
  GOVERNOR'S HILL      8600 GOVERNOR'S   1,220      17,689          1,520
                        HILL           
  GOVERNOR'S POINTE    4770 GOVERNOR'S     586       7,609            185
                        POINTE           
  GOVERNOR'S POINTE    4700 BUILDING       584       5,465            159
  GOVERNOR'S POINTE    4900 BUILDING       654       4,017            545
  GOVERNOR'S POINTE    4705 GOVERNOR'S     719       6,910          1,825
                        POINTE           
  GOVERNOR'S POINTE    4800 GOVERNOR'S     978       4,742            738
                        POINTE           
  BIGG'S               BIGG'S            2,107       4,545          1,828
   SUPERCENTER          SUPERCENTER      
  GOVERNOR'S POINTE    4605 GOVERNOR'S     630      16,236          1,142
                        POINTE            
  MONTGOMERY           STEINBERG'S        260         852            117
   CROSSING                        
  MONTGOMERY           SPORTS UNLIMITED   778       3,687            133
   CROSSING II                   
  GOVERNOR'S PLAZA     KING'S AUTO        1,085      3,859            805
                        MALL I               
  MOSTELLER DIST.      MOSTELLER DIST.    1,220      4,209          1,560
   CENTER               CENTER            
  FRANCISCAN HEALTH    FRANCISCAN             -      3,241              -
                        HEALTH              
  PERIMETER PARK       BUILDING A           229      1,274             16
  PERIMETER PARK       BUILDING B           244      1,001             13
  CREEK ROAD           BUILDING 1           103        792              8
  CREEK ROAD           BUILDING 2           132      1,093             12
  WEST LAKE CENTER     WEST LAKE CENTER   2,459     15,972            204
  EXECUTIVE PLAZA I    EXECUTIVE PLAZA I    728      5,015              -                                               -
  EXECUTIVE PLAZA II   EXECUTIVE PLAZA II   728      5,220              -
  LAKE FOREST PLACE    LAKE FOREST PLACE  1,953     19,164              -
  HUNTINGTON BANK      HUNTINGTON BANK      175        220              -
  OHIO NATIONAL        OHIO NATIONAL      2,463     24,408              -
  CORNELL COMMERCE     CORNELL COMMERCE     495      4,501            118
                                                                        
  CLEVELAND, OHIO                                                           
  ---------------                                                      
                                                                        
  ROCK RUN - NORTH     ROCK RUN-NORTH       837      5,351             64
  ROCK RUN - CENTER    ROCK RUN-CENTER    1,046      6,686              -
  ROCK RUN - SOUTH     ROCK RUN-SOUTH       877      5,604             59
  FREEDOM SQUARE I     FREEDOM SQUARE I     595      3,796             19
  FREEDOM SQUARE II    FREEDOM SQUARE II  1,746     11,141             56
  CORPORATE PLAZA I    CORPORATE PLAZA I  2,116     13,528            261
  CORPORATE PLAZA II   CORPORATE PLAZA II 1,841     11,768              -
  ONE CORPORATE        ONE CORPORATE      1,287      8,226             17
   EXCHANGE             EXCHANGE      
  CORPORATE PLACE      CORPORATE PLACE    1,161      7,425            102
  CORPORATE CIRCLE     CORPORATE CIRCLE   1,696     10,846            155
  CORPORATE CENTER I   CORPORATE CENTER I 1,048      6,695             87
  CORPORATE CENTER II  CORPORATE CENTER   1,048      6,712              -
                        II              
                        
  COLUMBUS, OHIO                                                     
  --------------                                                                      
                                                                   
  CORP. PARK AT        LITEL              2,618     17,428          1,147
   TUTTLE CRSG                       
  CORP. PARK AT        STERLING 1         1,494     11,856            664
   TUTTLE CRSG                        
  CORP. PARK AT        INDIANA              717      2,081            941
   TUTTLE CRSG          INSURANCE                             
  CORP. PARK AT        STERLING 2           605      5,300            595
   TUTTLE CRSG                       
  CORP. PARK AT        JOHN ALDEN LIFE    1,066      6,856            198
   TUTTLE CRSG          INSURANCE         
  CORP. PARK AT        CARDINAL HEALTH    1,600      9,556            754
   TUTTLE CRSG                        
  CORP. PARK AT        STERLING 3         1,601      8,207              -
   TUTTLE CRSG                       
  CORP. PARK AT        NATIONWIDE         4,815     18,554              -
   TUTTLE CRSG                      
  CORP. PARK AT        LAZARUS GROUND       852          -              -
   TUTTLE CRSG          LEASE           
  CORP. PARK AT        XEROX              1,580      8,630            321
   TUTTLE CRSG                        
  SOUTH POINTE         BUILDING A           594      4,355          1,185
  SOUTH POINTE         BUILDING B           556      4,985            318
  PET FOODS BUILD-     PET FOODS            268      4,932          1,167
   TO-SUIT              DISTRIBUTION       
  GALYAN'S             GALYAN'S           1,925      3,146            213
  TUTTLE RETAIL        TUTTLE RETAIL      2,625      6,598              -
   CENTER               CENTER          
  MBM BUILDING         MBM BUILDING         170      1,916             72
  METROCENTER III      METROCENTER III      887      2,727            667
  SCIOTO CORPORATE     SCIOTO CORPORATE   1,137      3,147             43
    CENTER              CENTER        
  V.A. HOSPITAL        V.A. HOSPITAL        703      9,239            308
               
  DAYTON, OHIO
  ------------
  SUGARCREEK PLAZA     SUGARCREEK PLAZA     898      6,492           (337)
                                                                        
  LIVONIA, MICHIGAN                                          
  -----------------                                                                      
                                                                        
  LIVONIA              BUILDING A             -      9,474            883
  LIVONIA              BUILDING B             -     11,930          1,135
                               
  DECATUR, ILLINOIS                        
  -----------------                                                                      
                                                                 
  PARK 101             BUILDING #3          275      2,405            722
  PARK 101             BUILDING #8           80      1,660             27
  PARK 101             ILL POWER LAND       212          -              -     
                        LEASE               
                                                                        
  BLOOMINGTON, ILLINOIS
  ---------------------                                  
                                                                        
  LAKEWOOD PLAZA       LAKEWOOD PLAZA       766      7,199          1,039
                            
  CHAMPAIGN, ILLINOIS
  -------------------                                        
                                                                        
  MARKET VIEW          MARKET VIEW                                        
   SHOPPING CTR         CENTER              740      6,830           (324)
                                                                        
  ST. LOUIS, MISSOURI
  -------------------                                                                      
                                                                        
  LAUMEIER I           LAUMEIER I         1,220      9,091            576
  LAUMEIER II          LAUMEIER II        1,258      9,054            792
  WESTVIEW PLACE       WESTVIEW PLACE       673      8,389            442
  WESTMARK             WESTMARK           1,200      9,759            408
  ALFA - LAVAL         ALFA - LAVAL       1,158      4,944            161
  I-70 CENTER          I-70 CENTER          950      3,915             93
  1920 BELTWAY         1920 BELTWAY         605      1,462             36
  INTERAMERICAN        INTERAMERICAN      1,416      7,661              7
                                                                        
  VARIOUS LOCATIONS                                                    
  -----------------                                                       
                                                                       
  LAND IMP. -               N/A               -          -              - 
  UNDEVELOPED LAND               
  ELIMINATIONS                                -        117              -
                                        -------    -------         ------
                      TOTALS            138,622    977,363         66,674
                                        =======    =======         ======
</TABLE>
                                                                               
                                      -49-
<PAGE>
DUKE REALTY LIMITED PARTNERSHIP
REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER  31,1996                                                 
<TABLE>
<CAPTION>
                                                                  
  (IN THOUSANDS)                                                  
                                              GROSS BOOK VALUE AT
                                                DECEMBER 31, 1996
                                           ---------------------------     
LOCATION/                                      LAND &     BUILDINGS/     
DEVELOPMENT                 BUILDING       IMPROVEMENTS  IMPROVEMENTS   TOTAL 
--------------------      -------------   -------------  -------------  ------
<S>                        <C>                 <C>         <C>          <C>
INDIANAPOLIS,  INDIANA
----------------------                                                                  
PARK 100 BUSINESS PARK     BUILDING #32           65          969        1,034
PARK 100 BUSINESS PARK     BUILDING #34          133        1,671        1,803
PARK 100 BUSINESS PARK     BUILDING #38           26          266          292
PARK 100 BUSINESS PARK     BUILDING #79          187        2,030        2,217
PARK 100 BUSINESS PARK     BUILDING #80          256        2,586        2,842
PARK 100 BUSINESS PARK     BUILDING #83          252        2,714        2,966
PARK 100 BUSINESS PARK     BUILDING #84          354        2,767        3,120
PARK 100 BUSINESS PARK     BUILDING #95          642        4,963        5,605
PARK 100 BUSINESS PARK     BUILDING #96        1,436        9,164       10,600
PARK 100 BUSINESS PARK     BUILDING #97          676        5,524        6,200
PARK 100 BUSINESS PARK     BUILDING #98          273        7,878        8,151
PARK 100 BUSINESS PARK     BUILDING #100         103        2,831        2,934
PARK 100 BUSINESS PARK     BUILDING #107          99        1,713        1,812
PARK 100 BUSINESS PARK     BUILDING #109         246        1,758        2,004
PARK 100 BUSINESS PARK     BUILDING #116         348        3,062        3,410
PARK 100 BUSINESS PARK     BUILDING #118         230        2,379        2,610
PARK 100 BUSINESS PARK     BUILDING #119         395        3,670        4,065
PARK 100 BUSINESS PARK     BUILDING #121         604        1,063        1,667
PARK 100 BUSINESS PARK     BUILDING #122         290        3,670        3,959
PARK 100 BUSINESS PARK     BUILDING #125         674        5,712        6,386
PARK 100 BUSINESS PARK     BUILDING #126         165        1,498        1,663
PARK 100 BUSINESS PARK     BUILDING #127          96        2,096        2,192
PARK 100 BUSINESS PARK     BUILDING #128         904        8,429        9,333
PARK 100 BUSINESS PARK     BUILDING #129         865        5,468        6,332
PARK 100 BUSINESS PARK     BUILDING #130         513        3,611        4,124
GEORGETOWN ROAD            BUILDING 1            362        2,341        2,703
GEORGETOWN ROAD            BUILDING 2            374        2,492        2,866
GEORGETOWN ROAD            BUILDING 3            421        1,873        2,294
PARK 100 BUSINESS PARK     NORGATE LAND LEASE     51            -           51
PARK 100 BUSINESS PARK     SCHAHET HOTELS          -            -            -
                            LAND LEASE
PARK 100 BUSINESS PARK     KENNY ROGERS LAND      56            9           65
                            LEASE
PARK 100 BUSINESS PARK     NORCO LAND LEASE        -           37           37
PARK 100 BUSINESS PARK     ZOLLMAN LAND LEASE    115            -          115
SHADELAND STATION          7351 SHADELAND        103        1,504        1,606
SHADELAND STATION          BUILDING #204/205     266        2,909        3,174
SHADELAND STATION          7240 SHADELAND        152        3,910        4,062
SHADELAND STATION          7330 SHADELAND        260        3,868        4,128
SHADELAND STATION          7369 SHADELAND        102        1,206        1,308
SHADELAND STATION          7340 SHADELAND        169        2,613        2,782
SHADELAND STATION          7400 SHADELAND        581        3,311        3,892
CASTLETON CORNER           CUB PLAZA             550        5,062        5,612
CASTLETON SHOPPING CENTER  MICHAEL'S PLAZA       764        3,694        4,458
SOUTH PARK, INDIANA        BUILDING #1           292        2,704        2,997
SOUTH PARK, INDIANA        BUILDING #2           341        3,895        4,236
SOUTH PARK, INDIANA        BUILDING #3           212        2,566        2,778
SOUTH PARK, INDIANA        BRYLANE PARKING         -           57           57
                            LOT LEASE
SOUTH PARK, INDIANA        LEE'S INN LAND LEASE    -           33           33
GREENWOOD CORNER           GREENWOOD CORNER      400        3,350        3,750
GREENWOOD CORNER           1st INDIANA BANK       47          260          307
                            BRANCH
CARMEL MEDICAL I           CARMEL MEDICAL I        -        3,327        3,327
ST. FRANCIS                ST. FRANCIS             -        6,069        6,069
COMMUNITY MOB              COMMUNITY MOB         350        2,724        3,075
CARMEL MEDICAL II          CARMEL MEDICAL II       -        4,294        4,294
HILLSDALE TECHNECENTER     BUILDING #4           366        5,033        5,399
HILLSDALE TECHNECENTER     BUILDING #5           251        3,396        3,647
HILLSDALE TECHNECENTER     BUILDING #6           315        4,195        4,510
KEYSTONE AT THE CROSSING   8465 KEYSTONE          89        1,326        1,415
WOODFIELD AT THE CROSSING  WOODFIELD II          733        9,951       10,684
WOODFIELD AT THE CROSSING  WOODFIELD III       3,843       21,959       25,802
KEYSTONE AT THE CROSSING   3520 COMMERCE CRSG.     -          638          638
ONE PARKWOOD               ONE PARKWOOD        1,018        9,997       11,015
TWO PARKWOOD               TWO PARKWOOD          861        7,245        8,106
PALOMAR                    PALOMAR               158        1,509        1,667
FRANKLIN ROAD              FRANKLIN ROAD         594        5,615        6,209
 BUSINESS CTR.              BUSINESS CTR.
NAMPAC BUILDING            NAMPAC BUILDING       274        1,728        2,002
HAMILTON CROSSING          BUILDING #1           536        2,748        3,284
KEYSTONE AT THE CROSSING   F.C. TUCKER BLDG.       -          277          277
PARK FLETCHER              BUILDING #14           76          821          896
6060 GUION ROAD            6060 GUION ROAD       511        2,656        3,167
 (VANSTAR)                  (VANSTAR)
4750 KENTUCKY AVENUE       4750 KENTUCKY AVE.    246        2,372        2,618
4316 WEST MINNESOTA        4316 W. MINNESOTA     287        2,348        2,634
                                                                  
FORT WAYNE, IN                                                    
--------------                                                                  
                                                                  
COLDWATER CROSSING         COLDWATER SHOPPES   2,310       16,648       18,958
                                                                  
LEBANON, IN                                                       
-----------                                                                  

AMERICAN AIR FILTER        AMERICAN AIR          177        3,053        3,230
                            FILTER                                                                  
                           
NASHVILLE, TENNESSEE
--------------------                                                                      
                                                                  
KEEBLER BUILDING           KEEBLER BUILDING      307        1,228        1,536
HAYWOOD OAKS TECHNECENTER  BUILDING #2           395        1,867        2,262
HAYWOOD OAKS TECHNECENTER  BUILDING #3           346        1,829        2,175
HAYWOOD OAKS TECHNECENTER  BUILDING #4           435        1,999        2,435
HAYWOOD OAKS TECHNECENTER  BUILDING #5           629        3,196        3,825
HAYWOOD OAKS TECHNECENTER  BUILDING #6           946        6,183        7,129
HAYWOOD OAKS TECHNECENTER  BUILDING #7           456        2,235        2,692
GREENBRIAR BUSINESS PARK   GREENBRIAR          1,445        5,053        6,498
                                                                  
HEBRON, KENTUCKY                                                  
----------------                                                                  
                                                                  
SOUTHPARK, KENTUCKY        CR SERVICES         1,085        4,060        5,145
SOUTHPARK, KENTUCKY        BUILDING #1           696        3,947        4,644
SOUTHPARK, KENTUCKY        BUILDING #3           858        3,596        4,454
SOUTHPARK, KENTUCKY        REDKEN                779        3,211        3,990
                                                                  
FLORENCE, KENTUCKY                                                
------------------                                                                  
                                                                  
EMPIRE COMMERCE            EMPIRE COMMERCE       581        2,981        3,562
                                                                  
CINCINNATI, OHIO                                                  
----------------                                                                  
                                                                  
PARK 50 TECHNECENTER       BUILDING #17          510        5,674        6,184
PARK 50 TECHNECENTER       BUILDING #20          469        6,945        7,414
PARK 50 TECHNECENTER       BUILDING #24          154          899        1,053
PARK 50 TECHNECENTER       BUILDING #25        1,184        4,001        5,185
PARK 50 TECHNECENTER       SDRC BUILDING         929       19,989       20,919
FIDELITY DRIVE             DUN & BRADSTREET      277        2,845        3,122
WORLD PARK                 BUILDING #5           276        3,690        3,965
WORLD PARK                 BUILDING #6           385        3,688        4,073
WORLD PARK                 BUILDING #7           537        4,343        4,879
WORLD PARK                 BUILDING #8           561        5,504        6,065
WORLD PARK                 BUILDING #9           317        3,240        3,557
WORLD PARK                 BUILDING #11          460        5,011        5,471
WORLD PARK                 BUILDING #14          380        3,777        4,156
WORLD PARK                 BUILDING #15          381        2,567        2,948
WORLD PARK                 BUILDING #16          321        3,053        3,374
EASTGATE PLAZA             EASTGATE PLAZA      2,030        4,857        6,887
FAIRFIELD BUSINESS CENTER  BUILDING D            135        1,667        1,801
FAIRFIELD BUSINESS CENTER  BUILDING E            398        2,545        2,943
UNIVERSITY MOVING          UNIVERSITY MOVING     248        1,674        1,921
TRI-COUNTY OFFICE PARK     BUILDINGS #1 - #4     221        5,818        6,039
GOVERNOR'S PLAZA           GOVERNOR'S PLAZA    2,053        8,946       10,998
GOVERNOR'S PLAZA           KING'S MALL II      1,952        3,965        5,917
GOVERNOR'S PLAZA           KOHLS               1,345        3,740        5,085
SOFA EXPRESS               SOFA EXPRESS          145          781          926
OFFICE MAX                 OFFICE MAX            651        1,286        1,937
312 ELM BUILDING           312 ELM             5,428       48,295       53,724
311 ELM STREET             ZUSSMAN                 -        7,000        7,000
ENTERPRISE BUSINESS PARK   BUILDING 1          1,051        5,954        7,004
ENTERPRISE BUSINESS PARK   BUILDING 2            747        4,479        5,226
ENTERPRISE BUSINESS PARK   BUILDING A            119          720          839
ENTERPRISE BUSINESS PARK   BUILDING B            119        1,173        1,292
ENTERPRISE BUSINESS PARK   BUILDING D            243        2,120        2,363
312 PLUM STREET            S & L DATA          2,590       25,704       28,294
TRIANGLE OFFICE PARK       BUILDINGS #1-#38    1,018       12,069       13,087
GOVERNOR'S HILL            8790 GOVERNOR'S       408        4,955        5,363
                            HILL
GOVERNOR'S HILL            8700 GOVERNOR'S       468        5,847        6,315
                            HILL
GOVERNOR'S HILL            8800 GOVERNOR'S       231        2,712        2,943
                            HILL
GOVERNOR'S HILL            8600 GOVERNOR'S     1,245       19,184       20,429
                            HILL
GOVERNOR'S POINTE          4770 GOVERNOR'S       596        7,784        8,380
                            POINTE
GOVERNOR'S POINTE          4700 BUILDING         595        5,614        6,208
GOVERNOR'S POINTE          4900 BUILDING         673        4,543        5,216
GOVERNOR'S POINTE          4705 GOVERNOR'S       733        8,721        9,454
                            POINTE
GOVERNOR'S POINTE          4800 GOVERNOR'S       998        5,460        6,458
                            POINTE
BIGG'S SUPERCENTER         BIGG'S SUPERCENTER  2,107        6,373        8,480
GOVERNOR'S POINTE          4605 GOVERNOR'S       643       17,365       18,008
                            POINTE
MONTGOMERY CROSSING        STEINBERG'S           260          969        1,229
MONTGOMERY CROSSING I      SPORTS UNLIMITED      778        3,820        4,598
GOVERNOR'S PLAZA           KING'S AUTO MALL I  1,124        4,625        5,749
MOSTELLER DIST. CENTER     MOSTELLER DIST.     1,220        5,769        6,989
                            CENTER
FRANCISCAN HEALTH          FRANCISCAN HEALTH       -        3,241        3,241
PERIMETER PARK             BUILDING A            229        1,290        1,519
PERIMETER PARK             BUILDING B            244        1,013        1,258
CREEK ROAD                 BUILDING 1            103          801          903
CREEK ROAD                 BUILDING 2            132        1,105        1,237
WEST LAKE CENTER           WEST LAKE CENTER    2,459       16,176       18,635
EXECUTIVE PLAZA I          EXECUTIVE PLAZA I     728        5,015        5,743
EXECUTIVE PLAZA II         EXECUTIVE PLAZA II    728        5,220        5,947
LAKE FOREST PLACE          LAKE FOREST PLACE   1,953       19,164       21,117
HUNTINGTON BANK            HUNTINGTON BANK       175          220          395
OHIO NATIONAL              OHIO NATIONAL       2,463       24,408       26,870
CORNELL COMMERCE           CORNELL COMMERCE      495        4,619        5,114
                                                                  
CLEVELAND, OHIO                                                                  
---------------         
                                                                  
ROCK RUN - NORTH           ROCK RUN-NORTH        837        5,414        6,251
ROCK RUN - CENTER          ROCK RUN-CENTER     1,046        6,686        7,732
ROCK RUN - SOUTH           ROCK RUN-SOUTH        877        5,663        6,540
FREEDOM SQUARE I           FREEDOM SQUARE I      595        3,816        4,410
FREEDOM SQUARE II          FREEDOM SQUARE II   1,746       11,197       12,943
CORPORATE PLAZA I          CORPORATE PLAZA I   2,116       13,789       15,905
CORPORATE PLAZA II         CORPORATE PLAZA II  1,841       11,768       13,608
ONE CORPORATE              ONE CORPORATE       1,287        8,244        9,530
 EXCHANGE                   EXCHANGE
CORPORATE PLACE            CORPORATE PLACE     1,163        7,525        8,688
CORPORATE CIRCLE           CORPORATE CIRCLE    1,698       10,999       12,697
CORPORATE CENTER I         CORPORATE CENTER I  1,040        6,791        7,831
CORPORATE CENTER II        CORPORATE CENTER II 1,048        6,712        7,760
                                                                  
COLUMBUS, OHIO                                                          
--------------                                                                  
                                                                  
CORP. PARK AT              LITEL               2,670       18,523       21,193
 TUTTLE CRSG
CORP. PARK AT              STERLING 1          1,524       12,490       14,014
 TUTTLE CRSG
CORP. PARK AT              INDIANA INSURANCE     717        3,022        3,739
 TUTTLE CRSG
CORP. PARK AT              STERLING 2            605        5,895        6,500
 TUTTLE CRSG
CORP. PARK AT              JOHN ALDEN LIFE     1,066        7,054        8,120
 TUTTLE CRSG                INSURANCE
CORP. PARK AT              CARDINAL HEALTH     1,600       10,310       11,910
 TUTTLE CRSG
CORP. PARK AT              STERLING 3          1,601        8,207        9,807
 TUTTLE CRSG
CORP. PARK AT              NATIONWIDE          4,815       18,554       23,369
 TUTTLE CRSG
CORP. PARK AT              LAZARUS GROUND        852            -          852
 TUTTLE CRSG                LEASE
CORP. PARK AT              XEROX               1,580        8,951       10,531
 TUTTLE CRSG
SOUTH POINTE               BUILDING A            594        5,540        6,134
SOUTH POINTE               BUILDING B            556        5,303        5,859
PET FOODS BUILD-TO-SUIT    PET FOODS           1,031        5,336        6,368
                            DISTRIBUTION
GALYAN'S                   GALYAN'S            1,925        3,359        5,284
TUTTLE RETAIL CENTER       TUTTLE RETAIL       2,625        6,598        9,224
                            CENTER
MBM BUILDING               MBM BUILDING          170        1,988        2,158
METROCENTER III            METROCENTER III       887        3,395        4,281
SCIOTO CORPORATE CENTER    SCIOTO CORPORATE    1,137        3,190        4 327 
                            CENTER                              
V.A. HOSPITAL              V.A. HOSPITAL         703        9,547       10,250

DAYTON, OHIO
------------

SUGARCREEK PLAZA           SUGARCREEK PLAZA      924        6,129        7,053
                                                                    
LIVONIA, MICHIGAN                                                   
-----------------                                                                    
                                                                    
LIVONIA                    BUILDING A              -       10,357       10,357
LIVONIA                    BUILDING B              -       13,065       13,065
                                                                    
DECATUR, ILLINOIS                                                   
-----------------                                                                    
                                                                    
PARK 101                   BUILDING #3           280        3,122        3,402
PARK 101                   BUILDING #8           184        1,583        1,767
PARK 101                   ILL POWER LAND        212            -          212
                            LEASE
                                                                    
BLOOMINGTON, ILLINOIS
---------------------                                                                    
                                                                    
LAKEWOOD PLAZA             LAKEWOOD PLAZA        786        8,218        9,004
                                                                    
CHAMPAIGN, ILLINOIS                                                 
-------------------                                                                    
                                                                    
MARKET VIEW                MARKET VIEW           755        6,491        7,246
 SHOPPING CTR               CENTER
                                                                    
ST. LOUIS, MISSOURI                                                 
-------------------                                                                    
                                                                    
LAUMEIER I                 LAUMEIER I          1,220        9,668       10,888
LAUMEIER II                LAUMEIER II         1,258        9,846       11,104
WESTVIEW PLACE             WESTVIEW PLACE        673        8,831        9,504
WESTMARK                   WESTMARK            1,200       10,167       11,367
ALFA - LAVAL               ALFA - LAVAL        1,158        5,105        6,263
I-70 CENTER                I-70 CENTER           950        4,008        4,958
1920 BELTWAY               1920 BELTWAY          605        1,498        2,103
INTERAMERICAN              INTERAMERICAN       1,416        7,668        9,084
                                                                    
VARIOUS LOCATIONS                                                  
-----------------                                                                   
                                                                     
LAND IMP. -                   N/A                  -            -            -
UNDEVELOPED LAND
ELIMINATIONS                                       -       (1,110)      (1,110)
                                             -------    ---------    ---------
                       TOTALS                140,391    1,041,040    1,181,431
                                             =======    =========    =========
</TABLE>
                                                                   
                                      -50-
                                        
<PAGE>                                        
DUKE REALTY LIMITED PARTNERSHIP
REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 1996                                                           
<TABLE>
<CAPTION>
                                                                            
  (IN THOUSANDS)                                                            
                                                                             
                                                                         DEPRE-
                                     ACCUMULATED    DATE OF       DATE   CIABLE
LOCATION/DEVELOPMENT    BUILDING    DEPRECIATION  CONSTRUCTION  ACQUIRED  LIFE
--------------------    --------    ------------  ------------  -------- ------
<S>                     <C>              <C>          <C>         <C>      <C>
INDIANAPOLIS, INDIANA
---------------------                                                                             
                                                                             
PARK 100 BUSINESS PARK  BUILDING #32       259        1978        1986     (4)
PARK 100 BUSINESS PARK  BUILDING #34       473        1979        1986     (4)
PARK 100 BUSINESS PARK  BUILDING #38        23        1978        1993     (4)
PARK 100 BUSINESS PARK  BUILDING #79       213        1988        1993     (4)
PARK 100 BUSINESS PARK  BUILDING #80       221        1988        1993     (4)
PARK 100 BUSINESS PARK  BUILDING #83       216        1989        1993     (4)
PARK 100 BUSINESS PARK  BUILDING #84       219        1989        1993     (4)
PARK 100 BUSINESS PARK  BUILDING #95       361        1993        1994     (4)
PARK 100 BUSINESS PARK  BUILDING #96       446        1994        1994     (4)
PARK 100 BUSINESS PARK  BUILDING #97       542        1994        1994     (4)
PARK 100 BUSINESS PARK  BUILDING #98       696        1968        1994     (4)
PARK 100 BUSINESS PARK  BUILDING #100      171        1995        1995     (4)
PARK 100 BUSINESS PARK  BUILDING #107      105        1984        1995     (4)
PARK 100 BUSINESS PARK  BUILDING #109      511        1985        1986     (4)
PARK 100 BUSINESS PARK  BUILDING #116      632        1988        1988     (4)
PARK 100 BUSINESS PARK  BUILDING #118      199        1988        1993     (4)
PARK 100 BUSINESS PARK  BUILDING #119      327        1989        1993     (4)
PARK 100 BUSINESS PARK  BUILDING #121       85        1989        1993     (4)
PARK 100 BUSINESS PARK  BUILDING #122      338        1990        1993     (4)
PARK 100 BUSINESS PARK  BUILDING #125      209        1994        1994     (4)
PARK 100 BUSINESS PARK  BUILDING #126      113        1984        1994     (4)
PARK 100 BUSINESS PARK  BUILDING #127       90        1995        1995     (4)
PARK 100 BUSINESS PARK  BUILDING #128      311        1996        1996     (4)
PARK 100 BUSINESS PARK  BUILDING #129        -        1996        1996     (4)
PARK 100 BUSINESS PARK  BUILDING #130        2        1996        1996     (4)
GEORGETOWN ROAD         BUILDING 1           5        1987        1996     (4)
GEORGETOWN ROAD         BUILDING 2           5        1987        1996     (4)
GEORGETOWN ROAD         BUILDING 3           4        1987        1996     (4)
PARK 100 BUSINESS PARK  NORGATE LAND         -         N/A        1995     (4)
                         LEASE
PARK 100 BUSINESS PARK  SCHAHET HOTELS       -         N/A        1995     (4)
                         LAND LEASE
PARK 100 BUSINESS PARK  KENNY ROGERS         1         N/A        1995     (4)
                         LAND LEASE
PARK 100 BUSINESS PARK  NORCO LAND LEASE     3         N/A        1995     (4)
PARK 100 BUSINESS PARK  ZOLLMAN LAND LEASE   -         N/A        1994     (4)
SHADELAND STATION       7351 SHADELAND     138        1983        1993     (4)
SHADELAND STATION       BUILDING           804        1984        1986     (4)
                         #204/205
SHADELAND STATION       7240 SHADELAND   1,044        1985        1993     (4)
SHADELAND STATION       7330 SHADELAND     763        1988        1988     (4)
SHADELAND STATION       7369 SHADELAND      98        1989        1993     (4)
SHADELAND STATION       7340 SHADELAND     212        1989        1993     (4)
SHADELAND STATION       7400 SHADELAND     338        1990        1993     (4)
CASTLETON CORNER        CUB PLAZA        1,365        1986        1986     (4)
CASTLETON SHOPPING      MICHAEL'S PLAZA    330        1984        1993     (4)
 CENTER
SOUTH PARK, INDIANA     BUILDING #1        363        1989        1993     (4)
SOUTH PARK, INDIANA     BUILDING #2        328        1990        1993     (4)
SOUTH PARK, INDIANA     BUILDING #3        344        1990        1993     (4)
SOUTH PARK, INDIANA     BRYLANE PARKING     14         N/A        1994     (4)
                         LOT LEASE                              
SOUTH PARK, INDIANA     LEE'S INN LAND       -         N/A        1995     (4)
                         LEASE
GREENWOOD CORNER        GREENWOOD CORNER   885        1986        1986     (4)
GREENWOOD CORNER        1st INDIANA BANK    21        1988        1993     (4)
                         BRANCH
CARMEL MEDICAL I        CARMEL MEDICAL I   885        1985        1986     (4)
ST. FRANCIS             ST. FRANCIS        434        1995        1995     (4)
COMMUNITY MOB           COMMUNITY MOB      128        1995        1995     (4)
CARMEL MEDICAL II       CARMEL MEDICAL II  640        1989        1990     (4)
HILLSDALE TECHNECENTER  BUILDING #4        421        1987        1993     (4)
HILLSDALE TECHNECENTER  BUILDING #5        315        1987        1993     (4)
HILLSDALE TECHNECENTER  BUILDING #6        334        1987        1993     (4)
KEYSTONE AT THE         8465 KEYSTONE       52        1983        1995     (4)
 CROSSING
WOODFIELD AT THE        WOODFIELD II       926        1987        1993     (4)
 CROSSING
WOODFIELD AT THE        WOODFIELD III    1,979        1989        1993     (4)
 CROSSING                                                       
KEYSTONE AT THE         3520 COMMERCE      158        1976        1993     (4)
 CROSSING                CROSSING
ONE PARKWOOD            ONE PARKWOOD       266        1989        1995     (4)
TWO PARKWOOD            TWO PARKWOOD       307        1996        1996     (4)
PALOMAR                 PALOMAR             74        1973        1995     (4)
FRANKLIN ROAD           FRANKLIN ROAD      258        1962        1995     (4)
BUSINESS CTR.            BUSINESS CTR.
NAMPAC BUILDING         NAMPAC BUILDING     71        1974        1995     (4)
HAMILTON CROSSING       BUILDING #1        254        1989        1993     (4)
KEYSTONE AT THE         F.C. TUCKER         22        1978        1993     (4)
 CROSSING                BUILDING
PARK FLETCHER           BUILDING #14        68        1978        1995     (4)
6060 GUION ROAD         6060 GUION ROAD     33        1968        1996     (4)
 (VANDSTAR)              (VANSTAR)
4750 KENTUCKY           4750 KENTUCKY       16        1974        1996     (4)
 AVENUE                  AVENUE
4316 W. MINNESOTA       4316 W. MINNESOTA   16        1970        1996     (4)
                                                                         
FORT WAYNE, INDIANA                                                           
-------------------                                                     
                                                                         
COLDWATER CROSSING      COLDWATER        1,058        1990        1994     (4)
                         SHOPPES                                             
                                                                         
LEBANON, INDIANA                                                              
----------------                                 
                                                                         
AMERICAN AIR FILTER     AMERICAN AIR        51        1996        1996     (4)
                         FILTER
                                                                         
NASHVILLE, TENNESSEE
--------------------
                                                                         
KEEBLER BUILDING        KEEBLER BUILDING    55        1985        1995     (4)
HAYWOOD OAKS            BUILDING #2        160        1988        1993     (4)
 TECHNECENTER
HAYWOOD OAKS            BUILDING #3        242        1988        1993     (4)
 TECHNECENTER
HAYWOOD OAKS            BUILDING #4        161        1988        1993     (4)
 TECHNECENTER
HAYWOOD OAKS            BUILDING #5        343        1988        1993     (4)
 TECHNECENTER
HAYWOOD OAKS            BUILDING #6        537        1989        1993     (4)
 TECHNECENTER
HAYWOOD OAKS            BUILDING #7        117        1995        1995     (4)
 TECHNECENTER
GREENBRIAR BUSINESS     GREENBRIAR         340       1986         1993     (4)
 PARK
                                                                         
HEBRON, KENTUCKY                                                         
----------------                                                                         
                                                                         
SOUTHPARK, KENTUCKY     CR SERVICES        257        1994        1994     (4)
SOUTHPARK, KENTUCKY     BUILDING #1        322        1990        1993     (4)
SOUTHPARK, KENTUCKY     BUILDING #3        282        1991        1993     (4)
SOUTHPARK, KENTUCKY     REDKEN             203        1994        1994     (4)
                                                                         
FLORENCE, KENTUCKY                                                       
------------------                                                                         
                                                                         
EMPIRE COMMERCE         EMPIRE COMMERCE     35        1973        1996     (4)
                                                                         
CINCINNATI, OHIO                                                         
----------------                                                                         
                                                                         
PARK 50 TECHNECENTER    BUILDING #17     1,802        1985        1986     (4)
TECHNECENTER
PARK 50 TECHNECENTER    BUILDING #20     1,451        1987        1988     (4)
TECHNECENTER
PARK 50 TECHNECENTER    BUILDING #24        88        1989        1993     (4)
TECHNECENTER
PARK 50 TECHNECENTER    BUILDING #25       320        1989        1993     (4)
TECHNECENTER
PARK 50 TECHNECENTER    SDRC BUILDING    1,572        1991        1993     (4)
TECHNECENTER
FIDELITY DRIVE          DUN & BRADSTREET   824        1972        1986     (4)
WORLD PARK              BUILDING #5        954        1987        1990     (4)
WORLD PARK              BUILDING #6        862        1987        1990     (4)
WORLD PARK              BUILDING #7        830        1987        1990     (4)
WORLD PARK              BUILDING #8        437        1989        1993     (4)
WORLD PARK              BUILDING #9        284        1989        1993     (4)
WORLD PARK              BUILDING #11       456        1989        1993     (4)
WORLD PARK              BUILDING #14       316        1989        1993     (4)
WORLD PARK              BUILDING #15       252        1990        1993     (4)
WORLD PARK              BUILDING #16       247        1989        1993     (4)
EASTGATE PLAZA          EASTGATE PLAZA     213        1990        1995     (4)
FAIRFIELD BUSINESS      BUILDING D          47        1990        1995     (4)
 CENTER
FAIRFIELD BUSINESS      BUILDING E          74        1990        1995     (4)
 CENTER
UNIVERSITY MOVING       UNIVERSITY MOVING   75        1991        1995     (4)
TRI-COUNTY OFFICE PARK  BUILDINGS #1-#4    558        1971        1993     (4)
GOVERNOR'S PLAZA        GOVERNOR'S PLAZA   707        1990        1993     (4)
GOVERNOR'S PLAZA        KING'S MALL II     308        1988        1989     (4)
GOVERNOR'S PLAZA        KOHLS              196        1994        1994     (4)
SOFA EXPRESS            SOFA EXPRESS        25        1995        1995     (4)
OFFICE MAX              OFFICE MAX          46        1995        1995     (4)
312 ELM BUILDING        312 ELM          4,066        1992        1993     (4)
311 ELM STREET          ZUSSMAN            582        1902        1993     (4)
ENTERPRISE BUSINESS     BUILDING 1         504        1990        1993     (4)
 PARK
ENTERPRISE BUSINESS     BUILDING 2         561        1990        1993     (4)
 PARK
ENTERPRISE BUSINESS     BUILDING A          29        1987        1995     (4)
 PARK
ENTERPRISE BUSINESS     BUILDING B          46        1988        1995     (4)
 PARK
ENTERPRISE BUSINESS     BUILDING D         110        1989        1995     (4)
 PARK
312 PLUM STREET         S & L DATA       2,148        1987        1993     (4)
TRIANGLE OFFICE         BUILDINGS #1-    4,237        1965        1986     (4)
 PARK                     #38
GOVERNOR'S HILL         8790 GOVERNOR'S    442        1985        1991     (4)
                         HILL
GOVERNOR'S HILL         8700 GOVERNOR'S    470        1985        1993     (4)
                         HILL
GOVERNOR'S HILL         8800 GOVERNOR'S  1,009        1985        1986     (4)
                         HILL
GOVERNOR'S HILL         8600 GOVERNOR'S  1,688        1986        1991     (4)
                         HILL
GOVERNOR'S POINTE       4770 GOVERNOR'S  1,650        1986        1988     (4)
                         POINTE
GOVERNOR'S POINTE       4700 BUILDING    1,260        1987        1988     (4)
GOVERNOR'S POINTE       4900 BUILDING    1,130        1987        1989     (4)
GOVERNOR'S POINTE       4705 GOVERNOR'S    736        1988        1993     (4)
                         POINTE
GOVERNOR'S POINTE       4800 GOVERNOR'S    612        1989        1993     (4)
                         POINTE
BIGG'S SUPERCENTER      BIGG'S              75        1996        1996     (4)
                         SUPERCENTER
GOVERNOR'S POINTE       4605 GOVERNOR'S  1,451        1990        1993     (4)
                         POINTE
MONTGOMERY CROSSING     STEINBERG'S         49        1993        1993     (4)
MONTGOMERY CROSSING II  SPORTS UNLIMITED   224        1994        1994     (4)
GOVERNOR'S PLAZA        KING'S AUTO        954        1990        1993     (4)
                         MALL I
MOSTELLER DIST.         MOSTELLER DIST.    127        1950        1996     (4)
 CENTER                  CENTER
FRANCISCAN HEALTH       FRANCISCAN HEALTH    8        1996        1996     (4)
PERIMETER PARK          BUILDING A           5        1991        1996     (4)
PERIMETER PARK          BUILDING B           4        1991        1996     (4)
CREEK ROAD              BUILDING 1           4        1971        1996     (4)
CREEK ROAD              BUILDING 2           6        1971        1996     (4)
WEST LAKE CENTER        WEST LAKE CENTER   136        1981        1996     (4)
EXECUTIVE PLAZA I       EXECUTIVE PLAZA I    4        1980        1996     (4)
EXECUTIVE PLAZA II      EXECUTIVE PLAZA II   5        1981        1996     (4)
LAKE FOREST PLACE       LAKE FOREST PLACE  164        1985        1996     (4)
HUNTINGTON BANK         HUNTINGTON BANK      2        1986        1996     (4)
OHIO NATIONAL           OHIO NATIONAL      311        1996        1996     (4)
CORNELL COMMERCE        CORNELL COMMERCE   126        1989        1996     (4)
                                                                         
CLEVELAND, OHIO                                                                    
---------------                                                                              
                                                                              
ROCK RUN - NORTH        ROCK RUN-NORTH     133        1984        1996     (4)
ROCK RUN - CENTER       ROCK RUN-CENTER    153        1985        1996     (4)
ROCK RUN - SOUTH        ROCK RUN-SOUTH     136        1986        1996     (4)
FREEDOM SQUARE I        FREEDOM SQUARE I    88        1980        1996     (4)
FREEDOM SQUARE II       FREEDOM SQUARE II  260        1987        1996     (4)
CORPORATE PLAZA I       CORPORATE PLAZA I  319        1989        1996     (4)
CORPORATE PLAZA II      CORPORATE PLAZA    270        1991        1996     (4)
                         II
ONE CORPORATE           ONE CORPORATE      190        1989        1996     (4)
 EXCHANGE                EXCHANGE                               
CORPORATE PLACE         CORPORATE PLACE     19        1988        1996     (4)
CORPORATE CIRCLE        CORPORATE CIRCLE    28        1983        1996     (4)
CORPORATE CENTER I      CORPORATE CENTER I  80        1985        1996     (4)
CORPORATE CENTER II     CORPORATE CENTER    77        1987        1996     (4)
                         II
                                                                              
COLUMBUS, OHIO                                                         
--------------                                                                              
                                                                              
CORP. PARK AT           LITEL            1,447        1990        1993     (4)
 TUTTLE CRSG
CORP. PARK AT           STERLING 1         983        1990        1993     (4)
 TUTTLE CRSG         
CORP. PARK AT           INDIANA            382        1994        1994     (4)
 TUTTLE CRSG             INSURANCE
CORP. PARK AT           STERLING 2         239        1995        1995     (4)
 TUTTLE CRSG      
CORP. PARK AT           JOHN ALDEN LIFE    303        1995        1995     (4)
 TUTTLE CRSG             INSURANCE
CORP. PARK AT           CARDINAL HEALTH    650        1995        1995     (4)
 TUTTLE CRSG
CORP. PARK AT           STERLING 3          61        1995        1995     (4)
 TUTTLE CRSG
CORP. PARK AT           NATIONWIDE         360        1996        1996     (4)
 TUTTLE CRSG
CORP. PARK AT           LAZARUS GROUND       -         N/A        1996     (4)
 TUTTLE CRSG             LEASE
CORP. PARK AT           XEROX              592        1992        1994     (4)
 TUTTLE CRSG
SOUTH POINTE            BUILDING A         249        1995        1995     (4)
SOUTH POINTE            BUILDING B         101        1996        1996     (4)
PET FOODS BUILD-        PET FOODS          299        1993        1993     (4)
 TO-SUIT                 DISTRIBUTION
GALYAN'S                GALYAN'S           180        1994        1994     (4)
TUTTLE RETAIL           TUTTLE RETAIL      126        1995        1995     (4)
 CENTER                  CENTER
MBM BUILDING            MBM BUILDING        97        1978        1994     (4)
METROCENTER III         METROCENTER III     81        1983        1996     (4)
SCIOTO CORPORATE        SCIOTO CORPORATE    12        1987        1996     (4)
 CENTER                  CENTER
V.A. HOSPITAL           V.A. HOSPITAL      530        1994        1994     (4)

DAYTON, OHIO
------------

SUGARCREEK PLAZA        SUGARCREEK PLAZA 1,284        1988        1988     (4)
                                                                              
LIVONIA, MICHIGAN                                                             
-----------------                                                                              
                                                                              
LIVONIA                 BUILDING A         974        1988        1993     (4)
LIVONIA                 BUILDING B       1,148        1989        1993     (4)
                                                                              
DECATUR, ILLINOIS                                                             
-----------------                                                                              
                                                                              
PARK 101                BUILDING #3        945        1979        1986     (4)
PARK 101                BUILDING #8        423        1980        1986     (4)
PARK 101                ILL POWER LAND       -         N/A        1994     (4)
                         LEASE
                                                                              
BLOOMINGTON, ILLINOIS
---------------------                                                                              
                                                                              
LAKEWOOD PLAZA          LAKEWOOD PLAZA   1,654        1987        1988     (4)
                                                                              
CHAMPAIGN, ILLINOIS                                                           
-------------------                                                                              
                                                                              
MARKET VIEW             MARKET VIEW      1,729        1985        1986     (4)
 SHOPPING CTR            CENTER
                                                                              
ST. LOUIS, MISSOURI                                                           
-------------------                                                                              
                                                                              
LAUMEIER I              LAUMEIER I         391        1987        1995     (4)
LAUMEIER II             LAUMEIER II        424        1988        1995     (4)
WESTVIEW PLACE          WESTVIEW PLACE     377        1988        1995     (4)
WESTMARK                WESTMARK           292        1987        1995     (4)
ALFA - LAVAL            ALFA - LAVAL        21        1996        1996     (4)
I-70 CENTER             I-70 CENTER         42        1986        1996     (4)
1920 BELTWAY            1920 BELTWAY        16        1986        1996     (4)
INTERAMERICAN           INTERAMERICAN       64        1996        1996     (4)
                                                                              
VARIOUS LOCATIONS                                                           
-----------------                                                  
                                                                            
LAND IMP. -                 N/A            457                            
UNDEVELOPED LAND
ELIMINATIONS                                 -                            
                                        ------                                    
                     TOTALS             82,207
                                        ======                            
</TABLE>
                                                                            
                                      -51-                                      
 <PAGE>

DUKE REALTY LIMITED PARTNERSHIP
REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 1996

(IN THOUSANDS)
(1)  Costs capitalized subsequent to acquisition include decreases for purchase
price reduction  payments received and land sales or takedowns.

(2)  The Partnership owns a 66.67% interest in th partnership owning this
building. The Partnership shares in the cash flow of this building in 
accordance with the Partnership's ownership interests.

(3)  The four buildings comprising Tri-County Office Park were constructed in
1971, 1973 and 1982.

(4)  Depreciation of real estate is computed using the straight-line method
over 40 years for building and shorter periods based on lease terms (generally
3 to 10 years) for tenant improvements.
<TABLE>
<CAPTION>
                        Real Estate Assets            Accumulated Depreciation
                    ----------------------------     --------------------------
                    1996       1995        1994      1996      1995       1994
                    ----       ----        ----      ----      ----       ----
<S>                <C>         <C>       <C>        <C>       <C>       <C>
Balance at 
beginning of year  $ 804,164   $653,552  $540,376   $56,335   $38,058   $23,725

  Additions during 
  year:
   Acquisitions      213,979    114,705    57,218         -         -         -
   Construction 
    costs and
    tenant 
    improvements     173,186     84,790    41,125         -         -         -
   Depreciation 
    expense                -          -         -    27,568    20,416    15,068
   Acquisition of 
    minority interest 
    and joint venture 
    interest          21,627        796    15,742         -         -         -
                   ---------    -------   -------    ------    ------    ------
                   1,212,956    853,843   654,461    83,903    58,474    38,793
  Deductions 
  during year:
   Cost of real 
    estate sold      (11,347)    (4,393)     (909)     (586)   (1,259)        -
   Contribution to 
    Joint Venture    (19,175)   (44,725)        -      (108)     (319)        -
   Other              (1,003)      (561)        -    (1,003)     (561)    (735)
                   ---------    -------   -------    ------    ------    ------
                  $1,181,431   $804,164  $653,552   $82,207   $56,335   $38,058
                   =========    =======   =======    ======    ======    ======
</TABLE>
                                      -52-
<PAGE>

                                   SIGNATURES
                                        
     Pursuant  to the requirements of Section 13 or 15(d) of the Securities
     Exchange Act of 1934, the registrant has duly caused this report to be
     signed on its behalf by the undersigned, thereunto duly authorized.

                                        DUKE REALTY LIMITED PARTNERSHIP
     
                                        By:  Duke Realty Investments, Inc.
                                                Its General Partner
     
     
            March  14,  1997            By:   /s/   Thomas  L.  Hefner
           -----------------                 ------------------------------
                                              Thomas L. Hefner
                                              President and Chief Executive
                                                 Officer
     
     
                                        By:  /s/ Darell E. Zink, Jr.
                                             ------------------------------
                                              Darell E. Zink, Jr.
                                              Executive Vice President and
                                                 Chief Financial Officer
     
     
                                        By:  /s/ Dennis D. Oklak
                                             ------------------------------
                                              Dennis D. Oklak
                                              Vice President and Treasurer
                                                 (Chief Accounting Officer)
     
     Pursuant to the requirements of the Securities Exchange Act of 1934,
     this report has been signed below by the following persons on behalf
     of the registrant and in the capacities and on the dates indicated.
     
          Signature                Date          Title
          ---------                ----          -----
     
       /s/ John W. Wynne    *     3/14/97       Chairman of the Board
       ----------------------
       John W. Wynne
     
       /s/ Thomas L. Hefner *     3/14/97      President and Chief Executive
       ----------------------                    Officer and Director
       Thomas L. Hefner
     
       /s/ Daniel C. Staton *     3/14/97      Executive Vice President and
       ----------------------                    Chief Operating Officer and
       Daniel C. Staton                          Director
     
       /s/ Darell E. Zink, Jr.*   3/14/97      Executive Vice President and
       -----------------------                   Chief Financial Officer and
       Darell E. Zink, Jr.                       Director
     
                                      -53-
     
     <PAGE>
                                        
                                        
                                        
                                        
        /s/ Geoffrey Button  *          3/14/97           Director
        ----------------------
        Geoffrey Button
     
        /s/ John D. Peterson *          3/14/97           Director
        ----------------------
        John D. Peterson
     
        /s/ Ngaire E. Cuneo  *          3/14/97           Director
        ----------------------
        Ngaire E. Cuneo
     
        /s/ L. Ben Lytle     *          3/14/97           Director
        ----------------------
        L. Ben Lytle
     
        /s/ Jay J. Strauss   *          3/14/97           Director
        ----------------------
        Jay J. Strauss
     
        /s/ Howard L. Feinsand *        3/14/97           Director
        ----------------------
        Howard L. Feinsand
     
        /s/ James E. Rogers  *          3/14/97           Director
        ----------------------
        James E. Rogers
     
     
     
     *  By Dennis D. Oklak, Attorney-in-Fact    /s/  Dennis D. Oklak
                                                ---------------------
                                      -54-