UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C.  20549
                               FORM 10-Q

(Mark One)
 X   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
     SECURITIES EXCHANGE ACT OF 1934

     For the quarterly period ended     September 30, 1999
                                        ------------------
                                  OR

/ /  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
     SECURITIES EXCHANGE ACT OF 1934

     For the transition period from          to          .
                                     --------   ---------

-----------------------------------------------------------------------

     Commission File Number: 0-20625
                             -------
                 DUKE-WEEKS REALTY LIMITED PARTNERSHIP

State of Incorporation:                      IRS Employer ID Number:

     Indiana                                      35-1898425
----------------------                       ----------------------
                Address of principal executive offices:

                  8888 Keystone Crossing, Suite 1200
                   ---------------------------------
                    Indianapolis, Indiana    46240
                     ----------------------------

                      Telephone:  (317) 808-6000
                       -------------------------

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
                                 ----    ----

The number of Limited Partnership Units outstanding as of November 12,
1999 was 144,130,784.


<PAGE>
                 DUKE-WEEKS REALTY LIMITED PARTNERSHIP

                                 INDEX

PART I - FINANCIAL INFORMATION                              PAGE
------------------------------                              ----
ITEM 1.  FINANCIAL STATEMENTS

     Condensed Consolidated Balance
      Sheets as of September 30, 1999
      (Unaudited) and December 31, 1998                       2

     Condensed Consolidated Statements
      of Operations for the three months
      and nine months ended September 30,
      1999 and 1998 (Unaudited)                               3

     Condensed Consolidated Statements of
      Cash Flows for the nine months ended
      September 30, 1999  and 1998 (Unaudited)                4

     Condensed Consolidated Statement of
      Partners' Equity for the nine months
      ended September 30, 1999 (Unaudited)                    5

     Notes to Condensed Consolidated
      Financial Statements (Unaudited)                      6-11

     Independent Accountants' Review Report                  12

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS
         OF FINANCIAL CONDITION AND RESULTS
          OF OPERATIONS                                     13-22


PART II - OTHER INFORMATION


Item 1.   Legal Proceedings                                 22
Item 2.   Changes in Securities                             22
Item 3.   Defaults Upon Senior Securities                   22
Item 4.   Submission of Matters to a Vote
           of Security Holders                              22
Item 5.   Other Information                                 22
Item 6.   Exhibits and Reports on Form 8-K                  23



<PAGE>
                    PART I - FINANCIAL INFORMATION
                     ITEM 1. FINANCIAL STATEMENTS



        DUKE-WEEKS REALTY LIMITED PARTNERSHIP AND SUBSIDIARIES

                 CONDENSED CONSOLIDATED BALANCE SHEETS
                            (IN THOUSANDS)
<TABLE>
<CAPTION>

                                         September 30,   December 31,
                                            1999            1998
                                         -------------   ------------
   ASSETS                                (Unaudited)
   ------
<S>                                     <C>              <C>
Real estate investments:
Land and improvements                   $  596,499       $  312,022
Buildings and tenant improvements        3,920,925        2,091,757
Construction in progress                   370,595          185,950
Investments in unconsolidated companies    168,101          125,746
Land held for development                  231,323          146,911
                                         ---------        ---------
                                         5,287,443        2,862,386
   Accumulated depreciation               (234,071)        (179,887)
                                         ---------        ---------
      Net real estate investments        5,053,372        2,682,499

Cash and cash equivalents                   44,812            6,626
Accounts receivable from tenants,
 net of allowance of $2,361 and $896        17,720            9,641
Straight-line rent receivable,
 net of allowance of $841                   27,265           20,332
Receivables on construction contracts       32,914           29,162
Deferred financing costs, net of
 accumulated amortization of $8,478
 and $11,064                                14,780           11,316
Deferred leasing and other costs,
 net of accumulated amortization
 of $20,749 and $16,838                     67,880           53,281
Escrow deposits and other assets            77,449           41,205
                                         ---------        ---------
                                        $5,336,192       $2,854,062
                                         =========        =========
  LIABILITIES AND PARTNERS' EQUITY
  --------------------------------
Indebtedness:
  Secured debt                          $  522,997       $  326,317
  Unsecured notes                        1,175,860          590,000
  Unsecured lines of credit                265,000           91,000
                                         ---------        ---------
                                         1,964,857        1,007,317

Construction payables and
 amounts due subcontractors                 92,752           55,012
Accounts payable                             4,089            4,836
Accrued expenses:
 Real estate taxes                          60,174           36,075
 Interest                                   14,603           10,329
Other expenses                              38,250           21,676
Other liabilities                           29,112           21,928
Tenant security deposits
 and prepaid rents                          33,845           18,534
                                         ---------        ---------
Total liabilities                        2,237,682        1,175,707
                                         ---------        ---------

Minority interest                              608              367
                                         ---------        ---------
Partners' equity:
 General partner:
  Common equity                          2,079,173        1,223,260
  Preferred equity                         587,385          348,366
                                         ---------        ---------
                                         2,666,558        1,571,626
Limited partners' common equity            328,389          106,362
Limited partners' preferred equity         102,955                -
                                         ---------        ---------
Total partners' equity                   3,097,902       1,677,988
                                         ---------       ---------
                                        $5,336,192      $2,854,062
                                         =========       =========
</TABLE>

 See accompanying Notes to Condensed Consolidated Financial Statements
                                 - 2 -


<PAGE>
        DUKE-WEEKS REALTY LIMITED PARTNERSHIP AND SUBSIDIARIES
            CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                (IN THOUSANDS, EXCEPT PER UNIT AMOUNTS)
                              (UNAUDITED)


<PAGE>
<TABLE>
<CAPTION>
                              Three months ended    Nine months ended
                                September 30,          September 30,
                              ------------------    ------------------
                              1999          1998    1999          1998
                              ----          ----    ----          ----
<S>                           <C>        <C>        <C>        <C>
RENTAL OPERATIONS:
 Revenues:
  Rental income               $157,001    $87,699   $360,849    $245,037
  Equity in earnings of
   unconsolidated companies      3,272      2,649      8,559       8,066
                               -------     ------    -------     -------
                               160,273     90,348    369,408     253,103
                               -------     ------    -------     -------
   Operating expenses:
  Rental expenses               25,095     16,115     61,222      43,799
  Real estate taxes             16,408      8,984     38,899      24,871
  Interest expense              25,960     16,701     59,080      43,926
  Depreciation and
   amortization                 32,738     17,660     74,127      48,445
                               -------     ------    -------     -------
                               100,201     59,460    233,328     161,041
                               -------     ------    -------     -------
     Earnings from rental
      operations                60,072     30,888    136,080      92,062
                               -------     ------    -------     -------

SERVICE OPERATIONS:
 Revenues:
  Property management,
   maintenance
   and leasing fees              7,255      3,606     14,676      10,240
  Construction management
   and development fees          7,817      3,425     20,976       8,115
  Other income                     330        253        910         851
                               -------     ------    -------     -------
                                15,402      7,284     36,562      19,206
                               -------     ------    -------     -------
 Operating expenses:
  Payroll                        5,916      3,178     12,972       9,865
  Maintenance                    4,215        613      5,817       1,811
  Office and other               1,400        678      5,284       2,000
                               -------     ------    -------     -------
                                11,531      4,469     24,073      13,676
                               -------     ------    -------     -------
    Earnings from service
     operations                  3,871      2,815     12,489       5,530
                               -------     ------    -------     -------
General and administrative
 expense                        (4,626)    (2,792)   (11,737)     (8,235)
                               -------     ------    -------     -------
    Operating income            59,317     30,911    136,832      89,357

OTHER INCOME (EXPENSE):
 Interest income                   699        518      1,844       1,107
 Earnings from property sales    3,095        661      7,380       1,615
 Other expense                    (133)      (131)      (471)       (192)
 Other minority interest
  in earnings of subsidiaries     (617)      (692)    (1,497)       (946)
                               -------     ------    -------     -------

     Net income                 62,361     31,267    144,088      90,941
Dividends on preferred units   (14,356)    (4,702)   (32,452)    (14,108)
                               -------     ------    -------      ------
Net income available for
 common units                 $ 48,005    $26,565   $111,636     $76,833
                               =======     ======    =======      ======
Net income per common unit:
 Basic                        $    .35    $   .29   $   1.00     $   .85
                               =======     ======    =======      ======
 Diluted                      $    .35    $   .29   $   1.00     $   .84
                               =======     ======    =======      ======

Weighted average number
 of common units
 outstanding                   137,721     92,434    111,086      90,355
                               =======     ======    =======      ======
Weighted average number
 of common and dilutive
 potential common units        138,923     93,279    112,106      91,252
                               =======     ======    =======      ======
</TABLE>

 See accompanying Notes to Condensed Consolidated Financial Statements
                                 - 3 -


<PAGE>

        DUKE-WEEKS REALTY LIMITED PARTNERSHIP AND SUBSIDIARIES
            CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                FOR THE NINE MONTHS ENDED SEPTEMBER 30,
                            (IN THOUSANDS)
                              (UNAUDITED)

<TABLE>
<CAPTION>


                                                 1999       1998
                                                 ----       ----
<S>                                              <C>        <C>


Cash flows from operating activities:
  Net income                                     $144,088    $  90,941
  Adjustments to reconcile net income to net
   cash provided by operating activities:
   Depreciation of buildings and tenant
    improvements                                   66,993       43,039
   Amortization of deferred financing costs         1,324        1,018
   Amortization of deferred leasing and
    other costs                                     7,134        5,406
   Minority interest in earnings                    1,497          946
   Straight-line rental income                     (7,462)      (4,763)
   Earnings from property sales                    (7,380)      (1,615)
   Construction contracts, net                     29,741       (7,311)
   Other accrued revenues and
    expenses, net                                  23,766       25,152
   Equity in earnings in excess of
    distributions received from
    unconsolidated companies                         (942)      (4,651)
                                                   ------      -------
  Net cash provided by operating activities       258,759      148,162
                                                  -------      -------
Cash flows from investing activities:
  Rental property development costs              (306,031)    (163,682)
  Acquisition of rental properties               (124,968)    (231,338)
  Acquisition of land held for development
   and infrastructure costs                       (82,995)     (25,139)
  Recurring costs:
   Tenant improvements                            (14,003)      (7,611)
   Leasing commissions                             (7,952)      (4,668)
   Building improvements                           (1,564)      (1,572)
  Other deferred leasing costs                    (17,126)     (11,533)
  Other deferred costs and other assets           (39,103)     (18,278)
  Proceeds from property sales, net                35,524        7,498
  Other distributions received from
   unconsolidated companies                        16,802            -
  Net investment in and advances to
   unconsolidated companies                       (30,048)     (14,095)
                                                  -------      -------
   NET CASH USED BY INVESTING ACTIVITIES         (571,464)    (470,418)
                                                  -------      -------

Cash flows from financing activities:
  Contributions from general partner              299,978      136,661
  Proceeds from indebtedness                      300,000      250,000
  Borrowings (repayments) on lines of
   credit, net                                    174,000       96,000
  Payments on indebtedness including
   principal amortization                        (264,711)     (48,269)
  Distributions to partners                      (119,382)     (84,876)
  Distributions to preferred unitholders          (32,452)     (14,108)
  Distributions to minority interest               (1,401)        (681)
  Deferred financing costs                         (5,141)      (1,355)
                                                  -------      -------
   NET CASH PROVIDED BY FINANCING
    ACTIVITIES                                    350,891      333,372
                                                  -------      -------
    NET INCREASE IN CASH AND
     CASH EQUIVALENTS                              38,186       11,116

Cash and cash equivalents at
 beginning of period                                6,626       10,372
                                                  -------      -------
Cash and cash equivalents at end of period       $ 44,812     $ 21,488
                                                  =======      =======
</TABLE>

 See accompanying Notes to Condensed Consolidated Financial Statements

                                 - 4 -

<PAGE>
        DUKE-WEEKS REALTY LIMITED PARTNERSHIP AND SUBSIDIARIES

         CONDENSED CONSOLIDATED STATEMENT OF PARTNERS' EQUITY
             FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999
                            (IN THOUSANDS)
                              (UNAUDITED)
<TABLE>
<CAPTION>
                       General Partner       Limited     Limited
                    ---------------------    Partners'   Partners'
                    Common      Preferred    Common      Preferred
                    Equity      Equity       Equity      Equity      Total
                    ---------   ----------   ---------   ---------   ---------
<S>                 <C>         <C>          <C>         <C>         <C>
BALANCE AT
 DECEMBER 31, 1998  $1,223,260  $348,366     $106,362    $      -    $1,677,988

Net income              98,451    30,350       13,185       2,102       144,088

Capital
 contribution
 from General
 Partner               204,332    96,519            -           -       300,851

Acquisition of
 Partnership
 interest for
 common stock
 of General
 Partner                49,457         -            -           -        49,457

Acquisition of
 property in
 exchange for
 Limited
 Partner Units               -         -        2,501           -         2,501

Merger with Weeks
 Corporation           608,755   142,500      220,641     102,955     1,074,851

Distributions to
 preferred
 unitholders                 -   (30,350)           -      (2,102)      (32,452)

Distributions to
 partners ($.94
 per Common Unit)     (105,227)        -      (14,155)          -      (119,382)
                     ---------    -------     -------     -------     ---------

BALANCE AT
 SEPTEMBER 30,
 1999               $2,079,027   $587,385    $328,534    $102,955    $3,097,902
                     =========    =======     =======     =======     =========
COMMON UNITS
 OUTSTANDING
 AT SEPTEMBER
 30, 1999             125,180                  18,919                   144,099
                    =========                 =======                 =========
</TABLE>

 See accompanying Notes to Condensed Consolidated Financial Statements

                                 - 5 -


<PAGE>
                 DUKE-WEEKS REALTY LIMITED PARTNERSHIP
   NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

1. FINANCIAL STATEMENTS
In July 1999, Duke Realty Investments, Inc. (the "General Partner")
and  Weeks  Corporation ("Weeks") consummated a merger  transaction
(the "Weeks Merger") whereby Weeks and its consolidated subsidiary,
Weeks  Realty L.P. ("Weeks Operating Partnership") merged with  and
into the General Partner and Duke Realty Limited Partnership ("Duke
Operating   Partnership").  The  combined  operating   partnerships
continued  operating  under  the  name  Duke-Weeks  Realty  Limited
Partnership   ("the   Partnership").  Financial   information   and
references  throughout this document are labeled "the  Partnership"
for both pre-merger and post-merger periods as a result of the Weeks
Merger.   The   Partnership's  financial  statements  and   related
footnotes  as of and for the three and nine months ended  September
30,  1999, give effect to the Weeks Merger which was accounted  for
under  the  purchase  method.  See  Note  7  for  a  more  complete
discussion of the Weeks Merger.

The  interim  condensed consolidated financial statements  included
herein  have  been prepared by the Partnership without  audit.  The
statements have been prepared in accordance with generally accepted
accounting  principles for interim financial  information  and  the
instructions  for  Form  10-Q and Rule  10-01  of  Regulation  S-X.
Accordingly,  they  do  not  include all  of  the  information  and
footnotes required by generally accepted accounting principles  for
complete  financial statements. In the opinion of  management,  all
adjustments (consisting of normal recurring adjustments) considered
necessary  for  a  fair  presentation  have  been  included.  These
financial  statements  should  be  read  in  conjunction  with  the
consolidated financial statements and notes thereto included in the
Partnership's   Annual   Financial  Statements.

THE   PARTNERSHIP

The Partnership was formed on October 4, 1993, when the General Partner
contributed   all  of  its  properties  and  related   assets   and
liabilities  along with the net proceeds from the  issuance  of  an
additional 14,000,833 units through a common stock 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 and owns 86.9%  of
the  Partnership  at  September 30,  1999.  The  remaining  limited
partnership interest ("Limited Partner Units") (together  with  the
units  of  general  partner interests, the  ("Common  Units"))  are
mainly  owned  by  the  previous partners of Duke  Associates.  The
Limited  Partner Units are exchangeable for units  of  the  General
Partner's common stock on a one-for-one basis subject generally  to
a   one-year  holding  period.  The  General  Partner  periodically
acquires  a  portion  of the minority interest in  the  Partnership
through the issuance of units of common stock for a like number  of
Common Units. The acquisition of the minority interest is 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.

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.

                                 - 6 -
The consolidated financial statements include the accounts of the
Partnership and its majority-owned or controlled subsidiaries. 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.

2. LINES OF CREDIT

The Partnership has the following lines of credit available (in thousands):
  <TABLE>
  <CAPTION>

                                                                Outstanding
                         Borrowing     Maturity   Interest      at September
Description              Capacity      Date       Rate          30, 1999
-----------------------  ----------   ---------  --------      -------------
<S>                      <C>          <C>        <C>             <C>
Unsecured Line of Credit  $450,000    April 2001  LIBOR + .70%   $265,000
Unsecured Line of Credit   300,000    April 2001  LIBOR + .90%          0
</TABLE>

Both lines of credit are used to fund development and acquisition of
additional rental properties and to provide working capital.

Effective July 2, 1999, the interest rate on the $450 million line
of credit was adjusted from LIBOR + .80% to LIBOR + .70%. Additionally,
the $450 million line of credit allows the Partnership an option to obtain
borrowings from the financial institutions that participate in the line of
credit at rates lower than the stated interest rate, subject to certain
restrictions. Amounts outstanding on the line of creidt at September 30,
1999 are at LIBOR + .65% to .70%.

The $300 million line of credit was obtained July 2, 1999, following
the Weeks Merger (see Note 7).

3. RELATED PARTY TRANSACTIONS

The   Partnership   provides  management,   maintenance,   leasing,
construction,  and other tenant related services to  properties  in
which   certain   executive  officers  have  continuing   ownership
interests. The Partnership was paid fees totaling $2.0 million  for
such services for both the nine months ended September 30, 1999 and
1998.

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. NET INCOME PER COMMON UNIT

Basic net income per common unit is computed by dividing net income
available for common units by the weighted average number of common
units  outstanding for the period. Diluted net income per  unit  is
computed by dividing net income available for common units  by  the
sum  of  the  weighted average number of common units and  dilutive
potential common units outstanding for the period.

                                 - 7 -

<PAGE>
The  following table reconciles the components of basic and diluted
net  income  per  common unit for the three and nine  months  ended
September 30:
<TABLE>
<CAPTION>

                                 Three Months Ended     Nine Months Ended
                                   September 30,          September 30,
                                 -------------------    -----------------
                                 1999          1998     1999       1998
                                 ----          ----     ----       ----
 <S>                             <C>           <C>      <C>        <C>
 Basic net income available
  for common units               $  48,005     $26,565  $111, 636   $76,833
                                   =======      ======   ========    ======
 Weighted average number
  of common units
  outstanding                      137,721      92,434    111,086    90,355
 Dilutive units for
  long-term compensation plans       1,202         845      1,020       897
                                   =======      ======    =======    ======
 Weighted average number of
  common units and dilutive
  potential common units           138,923      93,279    112,106    91,252
                                   =======      ======    =======    ======
 </TABLE>


The  Preferred  D  Series  Convertible  equity  (see  Note  6)  and
Preferred  G Convertible units (see Note 6) were both anti-dilutive
at  September 30, 1999; therefore, no conversion to common units is
included in weighted units outstanding.

5.   SEGMENT REPORTING

The   Partnership  is  engaged  in  four  operating  segments;  the
ownership  and rental of office, industrial and retail real  estate
investments and the providing of various real estate services  such
as  property  management,  maintenance,  leasing  and  construction
management  to  third-party property owners ("Service Operations").
The  Partnership's reportable segments offer different products  or
services and are managed separately because each requires different
operating  strategies  and  management  expertise.  There  are   no
material intersegment sales or transfers.

Non-segment  revenue to reconcile to total revenue consists  mainly
of  equity  in  earnings  of unconsolidated companies.  Non-segment
assets  to  reconcile to total assets consist of  corporate  assets
including  cash,  deferred  financing  costs  and  investments   in
unconsolidated companies.

The  Partnership  assesses and measures segment  operating  results
based on an industry performance measure  referred to as Funds From
Operations  ("FFO").  The  National  Association  of  Real   Estate
Investment  Trusts  defines FFO as net income  or  loss,  excluding
gains  or  losses from debt restructuring and sales of  depreciated
operating  property,  plus  operating  property  depreciation   and
amortization   and   adjustments   for   minority   interest    and
unconsolidated companies on the same basis. FFO is not a measure of
operating  results  or  cash  flows from  operating  activities  as
measured  by  generally  accepted  accounting  principles,  is  not
necessarily  indicative of cash available to fund  cash  needs  and
should  not be considered an alternative to cash flows as a measure
of  liquidity.  Interest  expense and other  non-property  specific
revenues  and expenses are not allocated to individual segments  in
determining the Partnership's performance measure.

The  revenues and FFO for each of the reportable segments  for  the
three  and  nine months ended September 30, 1999 and 1999  and  the
assets for each of the reportable segments as of September 30, 1999
and December 31, 1999 are summarized as follows:
  <TABLE>
  <CAPTION>

                            THREE MONTHS ENDED   NINE MONTHS ENDED
                              SEPTEMBER 30,        SEPTEMBER 30,
                            ------------------   -----------------
                            1999          1998   1999         1998
                            ----          ----   ----         ----
<S>                        <C>        <C>        <C>        <C>
Revenues
 Rental Operations:
  Office Properties        $ 77,676    $56,266   $200,328    $155,794
  Industrial Properties      73,486     26,170    141,876      74,011
  Retail Properties           6,491      5,298     18,569      15,365
Service Operations           15,402      7,284     36,562      19,206
                            -------     ------    -------     -------
  Total Segment Revenues    173,055     95,018    397,335     264,376
  Non-Segment Revenue         2,620      2,614      8,635       7,933
                            -------     ------    -------     -------
  Consolidated Revenue     $175,675    $97,632   $405,970    $272,309
                            =======     ======    =======     =======
                                 - 8 -
<PAGE>

Funds From Operations
 Rental Operations:
   Office Properties       $ 51,794    $38,296   $137,199    $109,122
   Industrial Properties     56,435     18,663    109,488      57,078
   Retail Properties          5,366      4,323     15,295      12,648
  Services Operations         3,871      2,816     12,489       5,531
                            -------     ------    -------     -------
   Total Segment FFO       $117,466    $64,098   $274,471    $184,379

 Non-Segment FFO:
  Interest expense          (25,960)   (16,701)   (59,080)    (43,926)
  Interest income               699        518      1,844       1,107
  General and administrative
   expense                   (4,626)    (2,792)   (11,737)     (8,235)
  Other revenues and
   expenses, net              2,459      1,188       (149)     (2,672)
  Minority interest
   in earnings-other           (617)      (692)    (1,497)       (946)
  Joint venture FFO           4,542      3,749     12,585      10,716
Dividends on preferred
  units                     (14,356)    (4,703)   (32,452)    (14,109)
                            -------     ------    -------     -------
  Consolidated FFO           79,607     44,665    183,985     126,314

Depreciation and
 amortization               (32,738)   (17,660)   (74,127)    (48,445)
Share of joint venture
 adjustments                 (1,270)    (1,101)    (4,026)     (2,651)
 Earnings from depreciated
  property sales              2,406        661      5,804       1,615
                            -------     ------    -------     -------

   Net Income Available
      for Common Units     $ 48,005    $26,565   $111,636    $ 76,833
                            =======     ======    =======     =======
</TABLE>
<TABLE>
<CAPTION>

                                      SEPTEMBER 30,    DECEMBER 31,
                                          1999            1998
                                      -------------    -----------
<S>                                   <C>              <C>
Assets
------
 Rental Operations:
   Office Properties                  $2,395,813       $1,409,162
   Industrial Properties               2,103,070          907,656
   Retail Properties                     190,313          161,675
 Service Operations                       84,383           55,268
                                       ---------        ---------
   Total Segment Assets                4,773,579        2,533,761
 Non-Segment Assets                      562,613          320,301
                                       ---------        ---------
   Consolidated Assets                $5,336,192       $2,854,062
                                       =========        =========
</TABLE>

6. PARTNERS' EQUITY

The  following  series of preferred equity are  outstanding  as  of
September 30, 1999 (in thousands, except percentages):
  <TABLE>
  <CAPTION>

                 Units     Dividend  Redemption  Liquidation             Conver-
Description   Outstanding    Rate      Date      Preference   Book Value tible
-----------   -----------  --------  ----------  -----------  ---------- -------
<S>           <C>          <C>       <C>         <C>          <C>         <C>
Preferred A
 Series        300          9.100%   08/31/01     $ 75,000    $ 72,288    No
Preferred B
 Series        300          7.990%   09/30/07      150,000     146,050    No
Preferred D
 Series        540          7.375%   12/31/03      135,000     129,600   Yes
Preferred E
 Series        400          8.250%   01/20/04      100,000      96,519    No
Preferred F
 Series        600          8.000%   10/10/02      150,000     142,500    No
     </TABLE>

All  series  of  preferred equity require cumulative distributions,
have  no  stated maturity date, and the redemption  price  of  each
series  may  only  be  paid  from the  proceeds  of  other  capital
contributions  of  the  General Partner, which  may  include  other
classes or series of preferred equity.

The  Preferred Series D equity is convertible at a conversion  rate
of 9.3677 common units for each preferred unit outstanding.

The  dividend  rate on the Preferred B Series equity  increases  to
9.99% after September 12, 2012.
                                - 9 -
<PAGE>
PREFERRED UNITS

On July 2, 1999, in accordance with the terms of the Weeks Merger,
the Partnership converted 1,400,000 Weeks Operating Partnership 8%
Series C cumulative redeemable preferred limited partnership
interests into 1,400,000 8% Series G cumulative redeemable
preferred limited partnership interests (the "Series G Preferred
Units"). The Series G Preferred Units were recorded at a value of
$35,000,000 based upon the estimated fair market value at the date
of the merger announcement. The Series G Preferred Units have a
liquidation preference of $25.00 per preferred unit and are
redeemable by the Partnership on or after November 6, 2003, at a
redemption price of $25.00 per preferred unit. In combination with
the conversion of the Series G Preferred Units, the Partnership
issued a warrant that entitles its holder to purchase either
1,046,729 shares of the 1,400,000 shares of 8% Series I Preferred
Stock at a price of $25.00 per share. The Series G Preferred Units
are authomatically redeemed upon the exercise of the warrant. The
warrant has a perpetual term unless the Series G Preferred units
are redeemed by the Partnership, in which case the warrant expires
within 30 days of redemption.

Alson on July 2, 1999 and in accordance with the terms of the Weeks
Merger, the Partnership converted 2,600,000 Weeks Operating
Partnership 8.625% Series D cumulative redeemable preferred limited
partnership interest into 2,600,000 8.625% Series H cumulative
redeemable preferred limited partnership interest (the "Series H
Preferred Units"). The Series H Preferred Units were recorded at a
value of $67,955,000 based upon the estimated fair market value at
the date of the merger announcment. The Series H Preferred Units
have a liquidation preference of $25.00 per preferred unit and are
redeemable at the option of the Partnership on or after November
12, 2003, at a redemption price of $25.00 per preferred unit.

COMMON UNITS

On July 2, 1999, in accordance with the terms of the Weeks Merger,
the Partnership issued 10,144,424 Partnership common units to Weeks
Operating Partnership limited partnership unitholders at a rate of
1.38 Partnership common units for each Weeks Operating Partnership
limited partnership unit outstanding.

7. MERGER WITH WEEKS CORPORATION

In  July  1999,  the  General Partner and Weeks approved  a  merger
transaction   whereby  Weeks,  a  self-administered,   self-managed
geographically focused Real Estate Investment Trust ("REIT")  which
operated  primarily  in  the southeastern  United  States  and  its
consolidated subsidiary, Weeks Operating Partnership,  were  merged
with  and into the General Partner and its consolidated subsidiary,
Duke Operating Partnership. The combined Operating Partnership  has
continued under the name Duke-Weeks Realty Limited Partnership.  In
accordance  with  the terms of the Weeks Merger,  each  outstanding
Weeks  Operating  Partnership common unit was  converted  into  the
right  to  receive  1.38 common units of the Partnership  and  each
outstanding  Weeks Operating Partnership Series A preferred  equity
was converted into the right to receive one unit of a new class  of
the Partnership Series F preferred equity. The total purchase price
of  Weeks  and Weeks Operating Partnership aggregated approximately
$1.9 billion, which included the assumption of the outstanding debt
and  liabilities  of Weeks Operating Partnership  of  approximately
$775 million.
                            - 10 -
<PAGE>
The following summarized pro forma unaudited information represents
the  combined  historical  operating  results  of  Weeks  Operating
Partnership  and  Duke Operating Partnership with  the  appropriate
purchase  accounting  adjustments, assuming the  Weeks  Merger  had
occurred  on  January 1, 1998. The pro forma financial  information
presented  is  not necessarily indicative of what the Partnership's
actual  operating  results  would have  been  had  Weeks  Operating
Partnership  and  Duke Operating Partnership constituted  a  single
entity during such periods (in thousands, except per unit amounts):
  <TABLE>
  <CAPTION>

                                 Three Months Ended    Nine Months Ended
                                   September 30,         September 30,
                                 ------------------    ------------------
                                 1999          1998    1999          1998
                                 ----          ----    ----          ----
                               (Actual)  (Pro Forma) (Pro Forma) (Pro Forma)
<S>                              <C>       <C>         <C>       <C>
Rental Income                    $157,001  $127,312    $451,932  $354,720
                                  =======   =======     =======   =======
Net earnings attributable
 to Common Units                 $ 48,005  $ 35,577    $136,623  $102,677
                                  =======   =======     =======   =======

Weighted average Common
 Units outstanding:
     Basic                        137,721   128,012     136,350   126,075
                                  =======   =======     =======   =======
     Diluted                      138,923   130,061     137,540   127,209
                                  =======   =======     =======   =======

Earnings attributable
 to Common Units:
      Basic                       $   .35   $   .28    $   1.00  $    .82
                                   ======    ======     =======   =======
      Diluted                     $   .35   $   .27    $    .99  $    .81
                                   ======    ======     =======   =======
</TABLE>

8.  SUBSEQUENT EVENTS

The  Board  of  Directors of the General  Partner  declared  the
following distributions on October 27, 1999:

<TABLE>
<CAPTION>

                 Quarterly
Class            Amount/Unit     Record Date          Payment Date
----------       ------------    -----------         --------------
<S>              <C>           <C>                   <C>
Common            $   0.39     November 19,  1999     November 30, 1999
Preferred:
 Series A         $0.56875     November 16,  1999     November 30, 1999
 Series B         $0.99875     December 17,  1999     December 31, 1999
 Series D         $0.46094     December 17,  1999     December 31, 1999
 Series E         $0.51563     December 17,  1999     December 31, 1999
 Series F         $0.50000     January 17, 2000       January 31, 2000
  </TABLE>

                                - 11 -

<PAGE>
INDEPENDENT ACCOUNTANTS' REVIEW REPORT

The Partners
DUKE-WEEKS REALTY LIMITED PARTNERSHIP:

We  have reviewed the condensed consolidated balance sheet of Duke-
Weeks  Realty Limited Partnership and subsidiaries as of  September
30,   1999,  the  related  condensed  consolidated  statements   of
operations for the three months and nine months ended September 30,
1999  and  1998, the related condensed consolidated  statements  of
cash  flows for the nine months ended September 30, 1999 and  1998,
and  the  related  condensed consolidated  statement  of  partners'
equity  for  the  nine  months  ended  September  30,  1999.  These
condensed  consolidated financial statements are the responsibility
of the Partnership's management.

We conducted our review in accordance with standards established by
the American Institute of Certified Public Accountants. A review of
interim  financial  information consists  principally  of  applying
analytical  procedures to financial data and  making  inquiries  of
persons  responsible for financial and accounting  matters.  It  is
substantially  less in scope than an audit conducted in  accordance
with  generally accepted auditing standards, the objective of which
is  the expression of an opinion regarding the financial statements
taken as a whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications
that  should  be  made  to  the  condensed  consolidated  financial
statements  referred  to above for them to be  in  conformity  with
generally accepted accounting principles.

We  have  previously audited, in accordance with generally accepted
auditing  standards, the consolidated balance sheet  of  Duke-Weeks
Realty  Limited  Partnership and subsidiaries as  of  December  31,
1998,  and  the  related consolidated statements of operations  and
cash  flows for the year then ended (not presented herein); and  in
our  report dated January 26, 1999 (except as to Note 12, which  is
as  of March 1, 1999), we expressed an unqualified opinion on those
consolidated financial statements. In our opinion, the  information
set  forth in the accompanying condensed consolidated balance sheet
as  of  December  31,  1998 is fairly presented,  in  all  material
respects, in relation to the consolidated balance sheet from  which
it has been derived.


KPMG LLP
Indianapolis, Indiana
October 26, 1999
                                - 12 -


  <PAGE>

ITEM 2.  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 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  of  its  in-
service  portfolio and to continue development and  acquisition  of
additional rental properties.

The  Partnership's primary markets have continued to  offer  strong
and  stable  local  economies  and  have  provided  attractive  new
development    opportunities   because   of    their    established
manufacturing  base, skilled work force and moderate  labor  costs.
Consequently,  the Partnership's occupancy rate of  its  in-service
portfolio  has  averaged 94.3% the last two years. The  Partnership
expects to continue to maintain its overall occupancy at comparable
levels  and  also  expects to be able 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  markets  (see
Merger with Weeks Operating Partnership below).

The   following   table  sets  forth  information  regarding   the
Partnership's  in-service portfolio of  rental  properties  as  of
September 30, 1999 and 1998 (in thousands, except percentages):

<TABLE>
<CAPTION>

                   Total             Percent of
                   Square Feet       Total Square Feet     Percent Occupied
                   --------------    -----------------     ----------------
Type               1999      1998    1999         1998     1999        1998
----               ----      ----    -----        ----     ----        ----
<S>                <C>       <C>     <C>        <C>        <C>        <C>
Industrial
  Service Centers  11,313     5,601   12.8%     11.3%      93.9%      93.7%
  Bulk             56,527    29,009   64.0%     58.6       92.4%      95.1%
Office
  Suburban         16,751    11,950   19.0%     24.1       92.7%      96.0%
  CBD                 861       699    1.0%      1.4       92.2%      97.0%
Retail              2,836     2,249    3.2%      4.6       93.7%      97.0%
                   ------    ------  ------   ------
 Total             88,288    49,508  100.0%   100.0%       92.7%      95.3%
                   ======    ======  ======   ======
  </TABLE>

Management expects occupancy of the in-service property  portfolio
to   remain  stable  because  (i)  only  4.3%  and  9.8%  of   the
Partnership's  occupied  square  footage  is  subject  to   leases
expiring  in the remainder of 1999 and in 2000, respectively,  and
(ii)  the Partnership's renewal percentage averaged 69%,  81%  and
80% in 1998, 1997 and 1996, respectively.

                                - 13 -

<PAGE>
The following table reflects the Partnership's in-service portfolio
lease expiration schedule as of September 30, 1999 by product  type
indicating square footage and annualized net effective rents  under
expiring leases (in thousands, except per square foot amounts):

<TABLE>
<CAPTION>

             Total
            Portfolio              Industrial          Office           Retail
       -----------------------  ------------------ ---------------  ------------
Yr of  Sq.    Rent             Sq.         Rent   Sq.       Rent   Sq.     Rent
Exp    Ft.    $            %   Ft.          $     Ft.        $     Ft.     $
-----  ----   --------   ----  ------    -------- ------  -------- ----  -------
<S>   <C>     <C>       <C>     <C>      <C>       <C>    <C>      <C>   <C>
1999    3,499 $ 22,043    4%      2,947  $ 15,510    538  $  6,367    14 $   166
2000    8,056   47,778    9%      6,283    26,933  1,600    19,236   173   1,609
2001    9,265   56,896   11%      7,220    31,712  1,942    23,956   103   1,228
2002   10,605   69,527   13%      8,151    39,697  2,318    28,166   136   1,664
2003    9,314   64,880   12%      7,180    36,099  1,959    25,805   175   2,976
2004    9,028   65,467   12%      6,784    34,658  2,112    29,557   132   1,252
2005    6,009   37,242    7%      4,536    18,280  1,223    16,794   250   2,168
2006    4,745   30,825    6%      3,798    17,061    936    13,614    11     150
2007    4,572   25,338    5%      3,882    16,074    626     8,680    64     584
2008    5,379   34,303    6%      4,368    19,440    965    14,249    46     614
2009
and
There-
after  11,365   80,417   15%      7,705    35,807  2,107    30,173 1,553  14,437
       ------  -------  ----     ------    ------  -----   ------- ------ ------
Total
Leased 81,837 $534,716  100%     62,854  $291,271 16,326  $216,597 2,657 $26,848
       ======  =======  ====     ======   ======= ======   ======= =====  ======

Total
Port-
folio
Square
Feet  88,288                     67,840           17,612          2,836
      ======                     ======           ======          =====
Annualized
net effective
rent per
square foot  $   6.53                    $   4.63        $  13.27       $ 10.10
              =======                     =======         =======        ======
   </TABLE>

This  stable occupancy, along with stable 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  markets
(see Merger with Weeks Corporation below); and (iii) the completion
of  the 12.5 million square feet of properties under development at
September 30, 1999 over the next three quarters and thereafter. The
12.5  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 percent leased and stabilized returns):

<TABLE>
<CAPTION>

Anticipated                                           Anticipated
In-Service          Square       Percent  Project     Stabilized
Date                 Feet        Leased   Costs       Return
--------------      -------      ------   -------     -----------
  <S>               <C>          <C>      <C>           <C>
  4th Quarter 1999   5,379        56%      $294,528       11.4%
  1st Quarter 2000   3,048        35%       222,649       10.9%
  2nd Quarter 2000   2,256        52%       140,531       11.2%
  Thereafter         1,796        55%       149,537       11.7%
                    ------                  -------
                    12,479        50%      $807,245       11.3%
                    ======                  =======
  </TABLE>

MERGER WITH WEEKS OPERATING PARTNERSHIP

In  July  1999,  the  General Partner and Weeks approved  a  merger
transaction  ("Weeks  Merger") whereby Weeks, a  self-administered,
self-managed  geographically focused Real Estate  Investment  Trust
("REIT")  which  operated  primarily  in  the  southeastern  United
States,   and   its   consolidated  subsidiary,   Weeks   Operating
Partnership, were merged with and into the General Partner and  its
consolidated  subsidiary, Duke Operating Partnership. The  combined
Operating  Partnership has continued its existence under  the  name
Duke-Weeks Realty Limited Partnership. In accordance with the terms
of  the  Weeks Merger, each outstanding Weeks Operating Partnership
common  unit  was converted into the right to receive  1.38  common
units of the Partnership  and each outstanding Weeks
                                 - 14 -


<PAGE>
Operating Partnership Series A preferred equity was converted  into
the  right  to  receive one unit of a new class of the  Partnership
Series  F  preferred equity. The total purchase price of Weeks  and
Weeks  Operating Partnership aggregated approximately $1.9 billion,
which   included  the  assumption  of  the  outstanding  debt   and
liabilities  of  Weeks Operating Partnership of approximately  $775
million.

The following summarized pro forma unaudited information represents
the  combined  historical  operating  results  of  Weeks  Operating
Partnership  and  Duke Operating Partnership with  the  appropriate
purchase  accounting  adjustments, assuming the  Weeks  Merger  had
occurred  on  January 1, 1998. The pro forma financial  information
presented  is  not necessarily indicative of what the Partnership's
actual  operating  results  would have  been  had  Weeks  Operating
Partnership  and  Duke Operating Partnership constituted  a  single
entity during such periods (in thousands, except per unit amounts):
<TABLE>
<CAPTION>

                                      Three Months Ended    Nine Months Ended
                                        September 30,        September 30,
                                      -------------------   -----------------
                                      1999           1998   1999         1998
                                      ----           ----   ----         ----
                                   (Actual)  (Pro Forma) (Pro Forma) (Pro Forma)
<S>                                   <C>        <C>        <C>       <C>
Rental Income                         $157,001   $127,312   $451,932  $354,720
                                       =======    =======    =======   =======
Net earnings attributable
 to Common Units                      $ 48,005   $ 35,577   $136,623  $102,677
                                       =======    =======    =======   =======

Weighted average Common
 Units outstanding:
     Basic                             137,721    128,012    136,350   126,075
                                       =======    =======    =======   =======
     Diluted                           138,923    130,061    137,540   127,209
                                       =======    =======    =======   =======
Earnings attributable to
 Common Units:
      Basic                           $    .35   $    .28   $   1.00  $    .82
                                       =======    =======    =======   =======
      Diluted                         $    .35   $    .27   $    .99  $    .81
                                       =======    =======    =======   =======
</TABLE>

RESULTS OF OPERATIONS

Following  is a summary of the Partnership's operating results  and
property  statistics for the three and nine months ended  September
30,  1999  and 1998 (in thousands, except number of properties  and
per unit amounts):
  <TABLE>
  <CAPTION>

                               Three months ended    Nine months ended
                                 September 30,         September 30,
                               ------------------    ------------------
                               1999          1998    1999          1998
                               ----          ----    ----          ----
<S>                            <C>           <C>      <C>         <C>
Rental Operations revenue      $160,273   $ 90,348   $369,408    $253,103
Service Operations revenue       15,402      7,284     36,562      19,206
Earnings from Rental
 Operations                      60,072     30,888    136,080      92,062
Earnings from Service
 Operations                       3,871      2,815     12,489       5,530
Operating income                 59,317     30,911    136,832      89,357
Net income available for
 common shares                 $ 41,462    $23,449  $  98,452    $ 67,569
Weighted average common
 shares outstanding             118,820     81,594     97,966      79,461
Weighted average common
 and dilutive potential
 common shares                  138,923     93,279    112,106      91,252
Basic income per common share  $    .35   $    .29   $   1.00    $    .85
Diluted income per
 common share                  $    .35   $    .29   $   1.00    $    .84
Number of in-service
 properties at end of period        841        428        841         428
In-service square footage at
 end of period                   88,288     49,508     88,288      49,508
Under development square
 footage at end of period        12,479      5,088     12,479       5,088
   </TABLE>

                                - 15 -

<PAGE>
COMPARISON OF THREE MONTHS ENDED SEPTEMBER 30, 1999 TO THREE MONTHS
ENDED SEPTEMBER 30, 1998
-------------------------------------------------------------------
Rental Operations
-----------------
The  Partnership  increased  its  in-service  portfolio  of  rental
properties from 428 properties comprising 49.5 million square  feet
at  September  30, 1998 to 841 properties comprising  88.3  million
square  feet at September 30, 1999 through the acquisition  of  374
properties totaling 32.2 million square feet and the completion  of
49  properties  and  six building expansions totaling  7.5  million
square  feet  developed by the Partnership.  Of these additional
properties, 335 properties totaling 28.6 million square feet relate
to the merger with Weeks Corporation. The  Partnership  also
disposed of ten properties totaling 868,000 square feet. These  413
net  additional rental properties primarily account for  the  $69.9
million  increase in revenues from Rental Operations from  1998  to
1999.  The  increase  from 1998 to 1999 in  rental  expenses,  real
estate  taxes and depreciation and amortization expense is  also  a
result of the additional 413 in-service rental properties.

Interest expense increased by approximately $9.3 million from $16.7
million  for  the three months ended September 30,  1998  to  $26.0
million for the three months ended September 30, 1999 primarily  as
a  result  of $300.0 million of unsecured debt issued in the  first
two  quarters of 1999 to fund development and acquisition activity,
and $240 million of secured debt and $287 million of unsecured debt
assumed  July  2,  1999 in the merger with Weeks (see  Merger  with
Weeks Corporation below).

As  a  result  of the above-mentioned items, earnings  from  rental
operations increased $29.2 million from $30.9 million for the three
months  ended  September 30, 1998 to $60.1 million  for  the  three
months ended September 30, 1999.

Service Operations
------------------
Service  Operation  revenues increased by $8.1  million  from  $7.3
million  for  the three months ended September 30,  1998  to  $15.4
million for the three months ended September 30, 1999 primarily  as
a result of increases in construction management fee revenue due to
an increase in third-party construction volume.

As  a  result  of the above-mentioned items, earnings from  Service
Operations  increased from $2.8 million for the three months  ended
September  30,  1998  to $3.9 million for the  three  months  ended
September 30, 1999.

Net Income Available for Common Unitholders
-------------------------------------------
Net  income  available for common unitholders for the three  months
ended  September 30, 1999 was $48.0 million compared to net  income
available  for  common unitholders of $26.6 million for  the  three
months  ended  September 30, 1998. This increase results  primarily
from  the  operating  result fluctuations  in  rental  and  service
operations explained above.

COMPARISON OF NINE MONTHS ENDED SEPTEMBER 30, 1999 TO NINE MONTHS
ENDED SEPTEMBER 30, 1998
------------------------------------------------------------------

Rental Operations
-----------------
The  Partnership  increased  its in-service  portfolio  of  rental
properties from 428 properties comprising 49.5 million square feet
at  September  30, 1998 to 841 properties comprising 88.3  million
square  feet

                            - 16 -

<PAGE>
at September 30, 1999 through the acquisition of  374
properties totaling 32.2 million square feet and
the  completion  of  49  properties and  six  building  expansions
totaling 7.5 million square feet developed by the Partnership. Of
these additional properties, 335 properties totaling 28.6 million
square feet relate to the merger with Weeks Corporation. The
Partnership  also  disposed  of ten  properties  totaling  868,000
square  feet. These 413 net additional rental properties primarily
account  for  the $116.3 million increase in revenues from  Rental
Operations  from 1998 to 1999. The increase from 1998 to  1999  in
rental   expenses,   real  estate  taxes  and   depreciation   and
amortization  expense is also a result of the additional  413  in-
service rental properties.

Interest  expense  increased by approximately $15.2  million  from
$43.9  million  for the nine months ended September  30,  1998  to
$59.1  million  for  the   nine months ended  September  30,  1999
primarily  as a result of $300.0 million of unsecured debt  issued
in  the  first  two  quarters  of 1999  to  fund  development  and
acquisition  activity, and $240 million of secured debt  and  $287
million of unsecured debt assumed July 2, 1999 in the merger  with
Weeks (see Merger with Weeks Corporation below).

As  a  result  of the above-mentioned items, earnings  from  rental
operations increased $44.0 million from $92.1 million for the  nine
months  ended  September 30, 1998 to $136.1 million  for  the  nine
months ended September 30, 1999.

Service Operations
------------------
Service  Operation revenues increased by $17.4 million  from  $19.2
million  for  the  nine months ended September 30,  1998  to  $36.6
million for the nine months ended September 30, 1999 primarily as a
result  of increases in construction management fee revenue due  to
an  increase  in  third-party construction volume,  particularly  a
265,000  square  foot suburban office build-to-suit building  which
resulted in substantial revenue during the period.

Service  Operations operating expenses increased from $13.7 million
to  $24.1 million for the nine months ended September 30,  1999  as
compared to the  nine months ended September 30, 1998 primarily  as
a result of an increase in construction activity and an increase in
income  taxes  resulting from the growth in net income  related  to
third party construction.

As  a  result  of the above-mentioned items, earnings from  Service
Operations  increased from $5.5 million for the nine  months  ended
September  30,  1998  to $12.5 million for the  nine  months  ended
September 30, 1999.

General and Administrative Expense
----------------------------------
General and administrative expense increased from $8.2 million  for
the  nine months ended September 30, 1998 to $11.7 million for  the
nine  months  ended September 30, 1999 primarily  as  a  result  of
internal  acquisition  costs which are no longer  permitted  to  be
capitalized being charged to general and administrative expense  as
well  as  an  increase in state and local taxes due to the  overall
growth of the Partnership.

Net Income Available for Common Unitholders
-------------------------------------------
Net  income  available for common unitholders for the  nine  months
ended  September 30, 1999 was $111.6 million compared to net income
available  for  common unitholders of $76.8 million  for  the  nine
                             - 17 -

<PAGE>
months  ended  September 30, 1998. This increase results  primarily
from  the  operating  result fluctuations  in  rental  and  service
operations explained above.

LIQUIDITY AND CAPITAL RESOURCES

Net  cash provided by operating activities totaling $258.8 million
and  $148.2 million for the nine months ended September  30,  1999
and 1998, respectively, represents the primary source of liquidity
to  fund  distributions  to preferred unitholders  and  the  other
minority interests and to fund recurring costs associated with the
renovation and re-letting of the Partnership's properties.

Net  cash used by investing activities totaling $571.5 million and
$470.4  million for the nine months ended September 30,  1999  and
1998,  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
net of proceeds received from property sales.

Net  cash provided by financing activities totaling $350.9  million
and $333.4 million for the nine months ended September 30, 1999 and
1998, respectively, is comprised of debt and equity issuances,  net
of  distributions  to  unitholders and  repayments  of  outstanding
indebtedness.  In  the first nine months of 1999,  the  Partnership
received $203.5 million of net proceeds from the issuance of common
shares  by  the General Partner and $96.5 million of  net  proceeds
from  a  preferred  stock  offering by  the  General  Partner.  The
Partnership  also  issued $300.0 million  of  unsecured  debt.  The
Partnership  used  the net proceeds to reduce  amounts  outstanding
under the Partnership's lines of credit and to fund the development
and acquisition of additional rental properties.

In  the  first nine months of 1998, the Partnership received $136.7
million of net proceeds from the issuance of common shares  by  the
General  Partner and issued $250.0 million of unsecured  debt.  The
Partnership  used  the net proceeds to reduce  amounts  outstanding
under the Partnership's lines of credit and to fund the development
and acquisition of additional rental properties.

The Partnership has the following lines of credit available (in thousands):

  <TABLE>
  <CAPTION>

                                                                Outstanding
                          Borrowing     Maturity     Interest   at September
Description               Capacity      Date         Rate       30, 1999
------------------------  ----------   ----------   ---------  -------------
<S>                       <C>          <C>          <C>           <C>
Unsecured Line of Credit  $450,000     April 2001   LIBOR + .70%  $265,000
Unsecured Line of Credit   300,000     April 2001   LIBOR + .90%         0
  </TABLE>

Both lines of credit are used to fund development and acquisition of
additional rental properties and to provide working capital.

Effective  July 2, 1999, the interest rate on the $450 million line
of credit was  adjusted from LIBOR + .80% to LIBOR + .70%.  Additionally,
the  $450  million line of credit allows   the Partnership  an  option
to obtain borrowings  from  the  financial institutions  that participate
in the line of credit at rates lower  than  the stated  interest  rate,
subject to certain  restrictions.  Amounts outstanding on the line of
credit at September 30, 1999 are at LIBOR + .65% to .70%.

The  $300 million line of credit was obtained July 2, 1999, following
with the Merger with Weeks Corporation.
                                   - 18 -
<PAGE>
The  Partnership  and the General Partner currently  have  on  file
three  Form  S-3  Registration Statements with the  Securities  and
Exchange  Commission  ("Shelf Registrations") which  had  remaining
availability  as  of  September 30, 1999  of  approximately  $417.9
million to issue common stock, preferred stock or unsecured debt securities.
The Partnership  and  the  General Partner intend to  issue  additional
equity  or  debt under these Shelf Registrations as  capital  needs
arise  to fund the development and acquisition of additional rental
properties. The Partnership and General Partner also plan  to  file
additional shelf registrations as necessary.

The  total debt outstanding at September 30, 1999 consists of notes
totaling  $2.0  billion with a weighted average  interest  rate  of
7.16% maturing at various dates through 2028. The Partnership has
$1.4  billion of unsecured debt and $523.0 million of secured debt
outstanding   at   September   30,   1999.   Scheduled   principal
amortization of such debt totaled $7.6 million for the nine months
ended September 30, 1999.

Following is a summary of the scheduled future amortization and
maturities of the Partnership's indebtedness at September 30, 1999
(in thousands):
  <TABLE>
  <CAPTION>

                          Future Repayments
               ------------------------------------------  Weighted Average
               Scheduled                                   Interest Rate of
   Year        Amortization     Maturities       Total     Future Repayments
   -----       ------------     ----------   ------------- -----------------
   <S>         <C>              <C>          <C>              <C>
   1999        $  4,018         $   27,935   $   31,953       6.25%
   2000          15,363             66,561       81,924       7.09%
   2001          13,684            442,120      455,804       6.71%
   2002          13,542             55,037       68,579       7.42%
   2003          12,651            243,194      255,845       7.62%
   2004          12,282            176,151      188,433       7.41%
   2005          11,256            313,662      324,918       7.16%
   2006          10,575            146,156      156,731       7.40%
   2007           8,910             16,555       25,465       7.44%
   2008           8,068            100,000      108,068       6.80%
   Thereafter    36,121            231,016      267,137       7.16%
                -------          ---------    ---------
   Total       $146,470         $1,818,387   $1,964,857       7.16%
                =======          =========    =========
  </TABLE>

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 depreciated property,  plus  operating
property depreciation and amortization and adjustments for minority
interest  and  unconsolidated companies on the same basis,  is  the
industry  standard  for  reporting the operations  of  real  estate
investment trusts.

The  following  table reflects the calculation of the Partnership's
FFO for the three and nine months ended September 30 as follows (in
thousands):
  <TABLE>
  <CAPTION>

                                      Three months ended    Nine months ended
                                        September 30,         September 30,
                                      -------------------   -----------------
                                      1999           1998   1999         1998
                                      ----           ----   ----         ----
   <S>                                <C>         <C>       <C>       <C>
   Net income available for
    common units                      $ 48,005    $ 26,565  $111,636  $ 76,833
   Add back:
    Depreciation and amortization       32,738      17,660    74,127    48,445
    Share of joint venture adjustments   1,270       1,101     4,026     2,651
    Earnings from depreciated
     property sales                     (2,406)       (661)   (5,804)   (1,615)
                                       -------     -------   -------   -------
   FUNDS FROM OPERATIONS              $ 79,607    $ 44,655  $183,985  $126,314
                                       =======     =======   =======   =======
   CASH FLOW PROVIDED BY (USED BY):
     Operating activities             $176,189    $ 47,928  $258,759  $148,162
     Investing  activities            (248,488)   (118,517) (571,464) (470,418)
     Financing activities              (50,985)     70,169   350,891   333,372
  </TABLE>

                                  - 19 -
<PAGE>
The  increase in FFO for the three and nine months ended  September
30,  1999 compared to the three and nine months ended September 30,
1998   results  primarily  from  the  increased  in-service  rental
property   portfolio   as  discussed  above   under   "Results   of
Operations."

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.

YEAR 2000

The  Year  2000 problem refers to the inability of certain computer
programs  to  recognize  the year 2000 and  other  key  dates  thus
resulting  in  a  variety  of  possible  problems  including   data
corruption  and  total system failures. Commonly thought  of  as  a
mainframe  computer problem, the Year 2000 problem can also  affect
software  and  embedded microchips which run systems  that  control
building functions, such as elevators, security (including access),
heating, ventilation and air conditioning and fire protection.  The
terms "Year 2000 ready" and "Year 2000 readiness" are often used to
describe  a computer system that will continue to operate  properly
prior  to,  during and after January 1, 2000 (taking  into  account
that the Year 2000 is a leap year) and is thus not affected by  the
Year    2000   problem.    Duke-Weeks   Realty   Corporation   (the
"Partnership") is committed to ensuring the highest level of tenant
satisfaction   reasonably  possible  and  clearly  recognizes   the
importance to our tenants, as well as our unitholders, of having in
place a Year 2000 readiness plan.

In February, 1998, the Partnership formed a Year 2000 Task Force to
address  the  Year 2000 problem on a company-wide basis,  including
properties and information systems. The Task Force is comprised  of
representatives from senior management in the areas of Property and
Asset Management, Construction, Information Systems and Legal.  The
Board  of  Directors  and Audit Committee of  the  Partnership  are
advised quarterly of the status of the activities undertaken by the
Task Force.

The  Partnership  adopted  a  Year  2000  readiness  plan  for  its
buildings  in April 1998 following the basic framework  recommended
by the Building Owners and Managers Association. This Year 2000
readiness  plan  consists  of  eight  (8)  steps  focusing  on  the
identification,  prioritization and remediation of  potential  Year
2000  problems  arising  from software and embedded  chips  located
within the building systems at the Partnership's properties.

The  Partnership recognizes that the Year 2000 problem could affect
it  operations  as well as the proper functioning of  the  embedded
systems  included  in the Partnership's properties.  In  particular
property,  the  problem could affect the functioning of  elevators,
heating  and air conditioning systems, security systems  and  other
automated   building   systems.  Management  has   identified   and
inventoried the building systems and equipment at the Partnership's
existing properties to determine which systems could be affected by
the  Year 2000 problem. The inventory has been entered into a  data
base  containing a readiness status of each such system. This  data
base  allows Management to quickly monitor ongoing progress related
to  the Year 2000 readiness of all affected building systems. Under
the direction of the Year 2000 Task Force, the property manager  of
each  building  has  contacted  in  writing  each  building  system
manufacturer  or supplier that has supplied an active and  affected
building  system.  Each  manufacturer  or  supplier  was   sent   a
comprehensive  questionnaire designed to
                             - 20 -
<PAGE>
assess the manufacturer's effort in assuring that the affected building
systems are or, in sufficient time prior to January 1, 2000, will be
Year 2000 ready. Based on the responses received from the manufacturers
and suppliers of the building systems, Management developed a work plan
detailing  the tasks and resources required to ready the operations
and  systems of the Partnership's properties for the Year 2000.  In
many cases the Partnership will be relying on these statements from
outside vendors as to the Year 2000 readiness of their systems, and
will   not,   in   most  circumstances,  attempt  any   independent
verification. The work plan includes prioritization and appropriate
timetables  for the necessary remediation and testing  of  affected
building  systems, as well as the preparation of contingency  plans
if Year 2000 readiness can not be achieved.

The  contingency  planning process is complete.  The  Partnership's
contingency  plans  generally provide  for  obtaining  or  allowing
alternative  access, limited electrical and telephone service  and,
security  and  other basic services. The Partnership's  contingency
plans  focus on those operational systems and utilities  which,  if
interrupted,   could   cause  the  greatest   disruption   to   the
Partnership's  properties and business operations. The  contingency
plans  establish in detail the actions to be followed in the  event
of a system or utility failure. The contingency plans also identify
key  contacts  for  purposes  of  remediating  system  and  utility
failures and other requirements such as staffing, equipment, office
supplies and quality assurance issues.

The Partnership has made Year 2000 readiness an important aspect of
its  building acquisition due diligence and inspection process. The
Partnership  endeavors  to  obtain Year 2000  representations  from
sellers  and  conducts  inspections  of  critical  systems.   Newly
acquired  facilities  are promptly subjected to  the  Partnership's
eight-step plan and results are added to the database.

Based  upon  a  cost  assessment prepared by the  Task  Force,  the
Partnership has budgeted approximately $250,000 of non-reimbursable
expenses  for  the  upgrade  and replacement  of  certain  building
systems having potential Year 2000 related problems.

In  addition to assessing the readiness of the building systems  of
the Partnership's properties, the Partnership continues to actively
contact and monitor the compliance efforts of utility companies and
telecommunication   providers  which  provide   services   to   the
Partnership's properties. The Partnership has contacted the various
municipalities  where the Partnership's properties are  located  to
assess the readiness of these municipalities where the Partnership's
properties are located to provide fire, police and other  necessary
services  upon the Year 2000. The readiness of these providers  and
municipalities  has  been  taken into  consideration  in  preparing
contingency plans for the Partnership and its properties.

The  Partnership  does  not  anticipate  that  the  other  services
provided for the benefit of our tenants such as janitorial,  tenant
finish, monthly itemized billing, and other tenant services will be
affected  by  the Year 2000 problem. The Partnership is proactively
contacting those types of suppliers, vendors and service  providers
to make sure that there is no interruption or discontinuance of any
services or products provided for the benefit of our tenants at the
Year  2000. Any negative responses to such inquiries have been  and
continues to be added to the contingency plans.

The  Partnership retained a third-party consultant to identify  and
assess  the  Year  2000 readiness of the Partnership's  information
systems.  Such systems include, but are not limited to,  accounting
and  property management, network operations, desktop and  software
applications,  internally  developed  software  and  other  general
information  systems  and  software  utilized  for  payroll,  human
resources,
                             - 21 -
<PAGE>
budgeting  and tenant services. The  initial  phase  of identification
and  assessment  of the  Partnership's  information systems was completed
April 1, 1999 at a cost of $75,000. A  budget and  timetable for replacement,
upgrade of or contingencies for the foregoing  systems, that are not Year
2000 ready has been developed and  is being implemented. The estimated cost
associated with  such replacement and upgrade is budgeted to be $340,000.

There  can  be no assurance that the Partnership will be  able  to
identify  and  correct all aspects of the Year 2000  problem  that
affect  it in sufficient time, that its contingency plans or  that
the  costs  of achieving Year 2000 readiness will not be material.
However,  based on the information prepared by the Partnership  or
received  to date, Management does not currently expect  that  the
Year 2000 problem will have a material impact on the Partnership's
business,  operations or financial condition. This expectation  is
based  on Management's analysis related to the Year 2000 readiness
of  the  building  systems  of the Partnership's  properties,  our
vendors,  suppliers,  service  providers  and  tenants,  and   the
Partnership's information systems.

                      PART II - OTHER INFORMATION
Item 1.  Legal Proceedings
--------------------------
None

Item 2.  Changes in Securities
------------------------------
None

Item 3.  Defaults upon Senior Securities
----------------------------------------
None

Item 4.  Submission of Matters to a Vote of Security Holders
------------------------------------------------------------
None.

Item 5.  Other Information
--------------------------
When  used  in  this  Form  10-Q, 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 the Partnership'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.
                                 - 22 -
<PAGE>

Item 6.  Exhibits and Reports on Form 8-K
-----------------------------------------
   Exhibits

   The Following exhibits are filed or incorporated by reference as
a part of this report:

   Exhibit  15.   Letter  regarding  unaudited  interim  financial information

   Exhibit 27.  Financial Data Schedule (EDGAR Filing Only)

   Reports on Form 8-K

   The Partnership filed an 8-K on July 16, 1999, to file exhibits in
   connection with the merger with Weeks Operating Partnership.

   The  Partnership  filed  an  8-K on August  31,  1999,  to  file
   exhibits,  including financial statements,  in  connection  with
   the merger with Weeks Operating Partnership.

                                - 23 -

<PAGE>

                              SIGNATURES
Pursuant to the requirements 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-WEEKS REALTY LIMITED PARTNERSHIP
By:  Duke Realty Investments, Inc.,
     General Partner
                                              Registrant


Date: November 12, 1999              /s/  Thomas L. Hefner
      ------------------             --------------------------
                                     President and
                                      Chief Executive Officer


                                     /s/  Darell E. Zink, Jr.
                                     --------------------------
                                     Executive Vice President and
                                      Chief Financial Officer


                                     /s/  Dennis D. Oklak
                                     --------------------------
                                     Executive Vice President and
                                      Chief Administrative Officer
                                - 24 -