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     June 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 August 12,
1999 was 19,069,953.

<PAGE>

                 DUKE-WEEKS REALTY LIMITED PARTNERSHIP

                                 INDEX

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

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

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

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

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

     Notes to Condensed Consolidated
      Financial Statements (Unaudited)                      6-10

     Independent Accountants' Review Report                 11

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS
      OF FINANCIAL CONDITION AND RESULTS OF
      OPERATIONS                                            12-20


PART II - OTHER INFORMATION


Item 1.        Legal Proceedings                             20
Item 2.        Changes in Securities                         20
Item 3.        Defaults Upon Senior Securities               21
Item 4.        Submission of Matters to a Vote
                of Security Holders                         21-22
Item 5.        Other Information                             22
Item 6.        Exhibits and Reports on Form 8-K              22

<PAGE>

                    PART I - FINANCIAL INFORMATION
                     ITEM 1. FINANCIAL STATEMENTS

        DUKE-WEEKS REALTY LIMITED PARTNERSHIP AND SUBSIDIARIES

                 CONDENSED CONSOLIDATED BALANCE SHEETS
                            (IN THOUSANDS)
<TABLE>
<CAPTION>
                                               JUNE 30,      December 31,
                                                 1999            1998
                                              ----------     ------------
     ASSETS                                  (UNAUDITED)
     ------
<S>                                           <C>           <C>
Real estate investments:
Land and improvements                         $  355,804    $  312,022
Buildings and tenant improvements              2,364,216     2,091,757
Construction in progress                         204,609       185,950
Investments in unconsolidated companies          114,570       125,746
Land held for development                        181,274       146,911
                                               ---------     ---------
                                               3,220,473     2,862,386
Accumulated depreciation                        (204,750)     (179,887)
                                               ---------     ---------
 Net real estate investments                   3,015,723     2,682,499

Cash and cash equivalents                        168,096         6,626
Accounts receivable from tenants,
 net of allowance of $625 and $896                10,720         9,641
Straight-line rent receivable,
 net of allowance of $841                         23,581        20,332
Receivables on construction contracts             75,343        29,162
Deferred financing costs, net of
 accumulated amortization of $7,803
 and $11,064                                      14,732        11,316
Deferred leasing and other costs, net
 of accumulated amortization of $17,934
 and $16,838                                      57,720        53,281
Escrow deposits and other assets                  62,281        41,205
                                               ---------     ---------
                                              $3,428,196    $2,854,062
                                               =========     =========
  LIABILITIES AND PARTNERS' EQUITY

Indebtedness:
  Secured debt                                $  341,556    $  326,317
  Unsecured notes                                890,000       590,000
  Unsecured line of credit                       159,000        91,000
                                               ---------     ---------
                                               1,390,556     1,007,317

Construction payables and amounts
 due subcontractors                               60,776        55,012
Accounts payable                                   3,911         4,836
Accrued expenses:
 Real estate taxes                                39,348        36,075
 Interest                                         14,235        10,329
Other expenses                                    18,602        21,676
Other liabilities                                 22,080        21,928
Tenant security deposits and prepaid rents        18,973        18,534
                                               ---------     ---------
Total liabilities                              1,568,481     1,175,707

Minority interest                                    317           367
                                               ---------     ---------
Partners' equity:
 General partner:
  Common equity                                1,305,582     1,223,260
  Preferred equity                               444,885       348,366
                                               ---------     ---------
                                               1,750,467     1,571,626
  Limited partners' common equity                108,931       106,362
                                               ---------     ---------
  Total partners' equity                       1,859,398     1,677,988
                                               ---------     ---------
                                              $3,428,196    $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)
<TABLE>
<CAPTION>

                                Three Months Ended         Six Months Ended
                                ------------------         ----------------
                                 1999        1998           1999      1998
                                 ----        ----           ----      ----
<S>                             <C>       <C>              <C>      <C>
RENTAL OPERATIONS:
 Revenues:
  Rental income                 $104,369   $80,503         $203,848  $157,338
  Equity in earnings of
   unconsolidated companies        2,779     2,576            5,287     5,417
                                 -------    ------          -------   -------
                                 107,148    83,079          209,135   162,755
                                 -------    ------          -------   -------

 Operating expenses:
  Rental expenses                 17,501    13,839           36,127    27,684
  Real estate taxes               11,674     8,053           22,491    15,887
  Interest expense                17,129    14,346           33,120    27,225
  Depreciation and amortization   20,935    16,525           41,389    30,785
                                 -------    ------          -------   -------
                                  67,239    52,763          133,127   101,581
                                 -------    ------          -------   -------
   Earnings from rental
    operations                    39,909    30,316           76,008    61,174
                                 -------    ------          -------   -------
SERVICE OPERATIONS:
 Revenues:
  Property management,
   maintenance and leasing fees    3,795     3,597            7,421     6,634
  Construction management and
   development fees                4,812     3,131           13,159     4,690
  Other income                       286       294              580       598
                                 -------    ------          -------   -------
                                   8,893     7,022           21,160    11,922
                                 -------    ------          -------   -------
 Operating expenses:
  Payroll                          3,339     3,804            7,056     6,687
  Maintenance                        807       594            1,602     1,198
  Office and other                 1,165       804            3,884     1,322
                                 -------    ------          -------   -------
                                   5,311     5,202           12,542     9,207
                                 -------    ------          -------   -------

     Earnings from service
      operations                   3,582     1,820            8,618     2,715
                                 -------    ------          -------    ------
General and administrative
 expense                          (3,496)   (3,103)          (7,111)   (5,443)
                                 -------    ------          -------    ------
     Operating income             39,995    29,033           77,515    58,446

OTHER INCOME (EXPENSE):
Interest income                      546       412            1,145       589
Earnings (loss) from
 property sales                    1,971       368            4,285       954
Other expense                       (106)      (30)            (338)      (61)
Other minority interest
 in earnings of subsidiaries        (450)     (254)            (880)     (254)
                                 -------    ------          -------   -------
     Net income                 $ 41,956   $29,529         $ 81,727  $ 59,674
Dividends on preferred units      (9,254)   (4,703)         (18,096)   (9,406)
                                 -------    ------          -------   -------
Net income available for common
 unitholders                    $ 32,702   $24,826         $ 63,631  $ 50,268
                                 =======    ======          =======   =======
Net income per common unit:
 Basic                          $   0.33   $  0.27         $   0.65  $   0.56
                                 =======    ======          =======   =======
 Diluted                        $   0.33   $  0.27         $   0.65  $   0.56
                                 =======    ======          =======   =======
Weighted average number of
 common units outstanding         97,894    90,930           97,548    89,299
                                 =======    ======          =======   =======
Weighted average number of
 common and dilutive
 potential common units           98,855    91,830           98,477    90,222
                                 =======    ======          =======   =======
</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 SIX MONTHS ENDED JUNE 30,
                            (IN THOUSANDS)
                              (UNAUDITED)

<TABLE>
<CAPTION>

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

Cash flows from operating activities:
  Net income                                   $ 81,727   $ 59,674
  Adjustments to reconcile net income
   to net cash provided by operating
   activities:
   Depreciation of buildings
    and tenant improvements                      37,049     27,385
   Amortization of deferred
    financing costs                                 725        656
   Amortization of deferred
    leasing and other costs                       4,340      3,400
   Minority interest in earnings                    880        254
   Straight-line rental income                   (3,748)    (3,107)
   Earnings from property sales                  (4,286)      (954)
   Construction contracts, net                  (40,417)    (2,185)
   Other accrued revenues and
    expenses, net                                 6,799     18,482
   Equity in earnings in excess
    of distributions received from
    unconsolidated companies                       (499)    (3,371)
                                                -------    -------
    NET CASH PROVIDED BY OPERATING
     ACTIVITIES                                  82,570    100,234
                                                -------    -------
Cash flows from investing activities:
  Rental property development costs            (161,843)  (101,464)
  Acquisition of rental properties              (87,827)  (194,703)
  Acquisition of land held for development
   and infrastructure costs                     (60,973)   (19,377)
  Recurring costs:
   Tenant improvements                           (7,845)    (5,216)
   Leasing commissions                           (4,993)    (2,528)
   Building improvements                           (666)      (894)
  Other deferred leasing costs                   (8,439)    (8,049)
  Other deferred costs and other assets         (18,870)    (8,182)
  Proceeds from property sales, net              24,695      3,980
  Other distributions received from
   unconsolidated companies                      16,802          -
  Net investment in and advances to
   unconsolidated companies                     (13,017)   (15,468)
                                                -------    -------
    Net cash used by investing activities      (322,976)  (351,901)
                                                -------    -------


Cash flows from financing activities:
  Contributions from general partner            134,420    102,912
  Proceeds from indebtedness                    300,000    250,000
  Borrowings (repayments) on lines
   of credit, net                                61,000   (20,000)
  Payments on indebtedness including
   principal amortization                        (3,947)    (5,730)
  Distributions to partners                     (66,229)   (53,641)
  Distributions to preferred unitholders        (18,096)    (9,406)
  Distributions to minority interest               (930)      (193)
  Deferred financing costs                       (4,342)      (739)
                                                -------    -------
    NET CASH PROVIDED BY FINANCING ACTIVITIES   401,876    263,203
                                                -------    -------
     NET INCREASE IN CASH AND CASH EQUIVALENTS  161,470     11,536

Cash and cash equivalents at beginning of
  period                                          6,626     10,372
                                                -------    -------
Cash and cash equivalents at end of period     $168,096   $ 21,908
                                                =======    =======
</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 SIX MONTHS ENDED JUNE 30, 1999
                            (IN THOUSANDS)
                              (UNAUDITED)

<TABLE>
<CAPTION>
                                General Partner          Limited
                            ------------------------     Partners'
                              Common       Preferred     Common
                              Equity       Equity        Equity      Total
                            ---------      ---------     ---------   ---------
<S>                         <C>            <C>           <C>         <C>
BALANCE AT DECEMBER
31, 1998                    $1,223,260     $348,366      $106,362    $1,677,988

 Net income                     56,989       18,096         6,642        81,727

 Capital contribution from
  General Partner               38,720       96,519             -       135,239

 Acquisition of Partnership
  interest for common stock
  of the General Partner        46,125            -             -        46,125

 Acquisition of property in
  exchange for Limited Partner
  Units                              -            -         2,644         2,644

 Distributions to preferred
  unitholders                        -      (18,096)            -       (18,096)

 Distributions to partners     (59,512)           -        (6,717)      (66,229)
                             ---------      -------       -------     ---------
BALANCE AT JUNE 30, 1999    $1,305,582     $444,885      $108,931    $1,859,398
                             =========      =======       =======     =========
COMMON UNITS OUTSTANDING
 AT JUNE 30, 1999               89,747                      8,926        98,673
                             =========                    =======     =========

</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

On  June  18, 1999, the shareholders of Duke Realty Investments,  Inc.
(the  "General Partner") and Weeks Corporation ("Weeks"),  approved  a
merger transaction (the "Merger") which was consummated in July  1999,
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").  See  Note  7 for a more complete  discussion  of  the
Merger.

The  accompanying  condensed financial statements of  the  Partnership
represent  the financial position and results of operations  for  Duke
Operating  Partnership on a stand-alone basis and do not  reflect  the
financial  position  or  results  of operations  for  Weeks  Operating
Partnership  or the combined partnership, unless otherwise  indicated,
since the Merger was consummated after June 30, 1999.

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  90.9% of the Partnership at June 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.

                                 - 6 -
<PAGE>
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. 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  (LOC)
available:
<TABLE>
<CAPTION>

                          Borrowing                               Outstanding at
                          Capacity      Maturity    Interest      June 30, 1999
Description               (in 000's)    Date        Rate          (in 000's)
------------------------  ----------    ----------  --------      --------------
<S>                      <C>           <C>          <C>           <C>
Unsecured Line of Credit  $450,000      April 2001  LIBOR + .70%   $159,000
Unsecured Line of Credit  $300,000      April 2001  LIBOR + .90%   $      0
</TABLE>

Both  LOC  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 LOC  was
adjusted  from  LIBOR + .80% to LIBOR + .70% in conjunction  with  the
Partnership's  new  debt rating following the  Merger  (see  Note  7).
Additionally, the $450 million LOC allows the Partnership an option to
obtain borrowings from the financial institutions that participate  in
the  LOC  at  rates  lower than the stated interest rate,  subject  to
certain restrictions. Amounts outstanding on the LOC at June 30,  1999
are at LIBOR + .80%.

The  $300  million LOC was obtained July 2, 1999, following the Merger
(see Note 7). On July 2, 1999, the Partnership repaid certain outstanding
debt balances of Weeks Operating Partnership using a combination of cash
on hand and the LOC. The balance on the combined LOC following these
paydowns was $285 million.

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 $1.4 million and $1.1 million  for
such  services  for  the  six months ended June  30,  1999  and  1998,
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.  NET INCOME PER COMMON UNIT

Basic  net  income per common unit is computed by dividing net  income
available  for  common unitholders 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 unitholders 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 six months ended June 30:

<TABLE>
<CAPTION>

                                       Three Months Ended    Six Months Ended
                                             June 30,            June 30,
                                       ------------------    -----------------
                                        1999        1998      1999       1998
                                       ------      ------    ------     ------
<S>                                    <C>         <C>       <C>        <C>
Basic net income available
 for common unitholders                $32,702     $24,826   $63,631    $50,268
                                        ======      ======    ======     ======

 Weighted average common
  units outstanding                     97,894      90,930    97,548     89,299
 Dilutive units for long-term
  compensation plans                       961         900       929        923
                                        ------      ------    ------     ------
 Weighted average number of
  common units and dilutive
  potential common units                98,855      91,830    98,477     90,222
                                        ======      ======    =======     ======
</TABLE>

The  Preferred D Series Convertible equity was anti-dilutive  at  June
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 consists of corporate assets including cash,
deferred financing costs and investments in unconsolidated companies.

The Partnership assesses and measures segment operating results based on
industry performance measures 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 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 six months ended June 30, 1999 and 1998 and the assets for each of
the  reportable segments as of June 30, 1999 and December 31, 1998 are
summarized as follows:
<TABLE>
<CAPTION>

                                 Three Months Ended     Six Months Ended
                                     June 30,               June 30,
                                 --------------------   -----------------
                                  1999          1998     1999       1998
                                 ------        ------   ------     ------
<S>                              <C>           <C>      <C>        <C>
Revenues
--------
 Rental Operations:
  Office Properties              $ 63,001    $50,011    $122,652   $ 99,528
  Industrial Properties            35,820     25,288      68,390     47,841
  Retail Properties                 6,273      5,043      12,078     10,067
  Service Operations                8,893      7,022      21,160     11,922
                                  -------     ------     -------    -------
  Total Segment Revenues          113,987     87,364     224,280    169,358
 Non-Segment Revenue                2,054      2,737       6,015      5,319
                                  -------     ------     -------    -------
  Consolidated Revenue           $116,041    $90,101    $230,295   $174,677
                                  =======     ======     =======    =======
                                 - 8 -

<PAGE>
                                 Three Months Ended     Six Months Ended
                                     June 30,               June 30,
                                 --------------------   ----------------
                                  1999          1998     1999      1998
                                 ------        ------   ------    ------

Funds From Operations
---------------------
Rental Operations:
 Office Properties              $ 44,191     $35,460    $ 85,405  $ 70,826
 Industrial Properties            28,294      20,414      53,053    38,415
 Retail Properties                 5,324       4,193       9,929     8,325
Services Operations                3,582       1,820       8,618     2,715
                                 -------      ------     -------   -------
   Total Segment FFO              81,391      61,887     157,005   120,281

Non-Segment FFO:
 Interest expense                (17,129)    (14,346)    (33,120)  (27,225)
 Interest income                     546         412       1,145       589
 General and administrative
  expense                         (3,496)     (3,103)     (7,111)   (5,443)
 Other revenues and expenses,
  net                             (1,835)     (1,269)     (2,608)   (3,860)
 Minority interest in earnings      (450)       (254)       (880)     (254)
 Joint venture FFO                 4,021       3,327       8,043     6,967
 Dividends on preferred units     (9,254)     (4,703)    (18,096)   (9,406)
                                 -------      ------     -------   -------
  Consolidated FFO                53,794      41,951     104,378    81,649

 Depreciation and amortization   (20,935)    (16,525)    (41,389)  (30,785)
 Share of joint venture
  adjustments                     (1,241)       (968)     (2,756)   (1,550)
 Earnings from operating
  property sales                   1,084         368       3,398       954
                                 -------      ------     -------   -------

  Net Income Available for
   Common Unitholders           $ 32,702     $24,826    $ 63,631  $ 50,268
                                 =======      ======     =======   =======
</TABLE>
<TABLE>
<CAPTION>

                                       JUNE 30,     DECEMBER 31,
                                         1999           1998
                                       --------     ------------
<S>                                    <C>          <C>
Assets
Rental Operations:
 Office Properties                     $1,590,742   $1,409,162
 Industrial Properties                  1,081,302      907,656
 Retail Properties                        174,821      161,675
Service Operations                         70,686       55,268
                                        ---------    ---------
 Total Segment Assets                   2,917,551    2,533,761
Non-Segment Assets                       510,645      320,301
                                        ---------    ---------
 Consolidated Assets                   $3,428,196   $2,854,062
                                        =========    =========
</TABLE>

6.  PARTNERS' EQUITY

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

             Units         Dividend   Redemption   Liquidation   Book    Conver-
Description  Outstanding   Rate       Date         Preference    Value   tible
-----------  -----------   --------   ----------   -----------   -----   -------
<S>            <C>         <C>        <C>          <C>         <C>         <C>
Preferred A
 Series         300         9.100%     8/31/01      $  75,000   $  72,288    No
Preferred B
 Series         300         7.990%     9/30/07        150,000     146,050    No
Preferred D
 Series         540         7.375%     12/31/03       135,000     129,460   Yes
Preferred E
 Series         400         8.250%     1/20/04        100,000      96,519    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>

7. MERGER WITH WEEKS CORPORATION

On  June  18,  1999, the shareholders of both the General Partner  and
Weeks  approved  a  merger transaction which was consummated  in  July
1999,  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
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. In addition,
the  Partnership assumed Weeks Operating Partnership  debt  and  other
liabilities upon consummation of the Merger. The Merger was structured
as a tax-free merger and was accounted for under the purchase method.

Based on the in-service properties of Duke Operating Partnership and Weeks
Operating Partnership at June 30, 1999, the Partnership would have had 882
in-service properties totaling 86.1 million square feet, which  were
approximately 93% leased. The Partnership has operations in 15  cities
in the midwestern and southeastern United States.

8. SUBSEQUENT EVENTS

The  Board  of Directors of the General Partner declared the following
distributions on July 28, 1999:
<TABLE>
<CAPTION>

            QUARTERLY
CLASS       AMOUNT/UNIT   RECORD DATE         PAYMENT DATE
---------   -----------   -----------         --------------------
<S>         <C>           <C>                 <C>
Common        $0.39       August 16, 1999      August 31, 1999
Preferred:
 Series A     $0.56875    August 17, 1999      August 31, 1999
 Series B     $0.99875    September 16, 1999   September 30, 1999
 Series D     $0.46094    September 16, 1999   September 30, 1999
 Series E     $0.51563    September 16, 1999   September 30, 1999
 Series F     $0.50000    October 15, 1999     October 29, 1999
</TABLE>

                                - 10 -

<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 June 30, 1999,
the  related condensed consolidated statements of operations  for  the
three  months  and the six months ended June 30, 1999  and  1998,  the
related  condensed consolidated statements of cash flows for  the  six
months  ended  June  30,  1999 and 1998,  and  the  related  condensed
consolidated  statement of partners' equity for the six  months  ended
June  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  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 28, 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
August 3, 1999

                                - 11 -

<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

The  information  presented  in "Item 2. Management's  Discussion  and
Analysis of Financial Condition and Result of Operations" is based  on
the  financial  position and results of operations of  Duke  Operating
Partnership  on  a  stand-alone basis  and  does  not  consider  Weeks
Operating  Partnership or the combined Partnership,  unless  otherwise
indicated, since the Merger was consummated after June 30, 1999.  See
further discussion below under Merger with Weeks Corporation.

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 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  93.9%  the  last  two  years.   The
Partnership  expects to continue to maintain its overall occupancy  in
its  Midwestern markets at comparable levels and also  expects  to  be
able  to  increase rental rates in these markets 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 discussion of Weeks merger below).

The following table sets forth information regarding the Partnership's
in-service portfolio of rental properties as of June 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       6,672     5,296     11.55%     10.98%    92.71%    93.58%
 Bulk                 34,121    28,368     59.06      58.83     93.87%    93.69%
OFFICE
 Suburban             13,575    11,819     23.50      24.51     94.84%    96.21%
 CBD                     861       699      1.49       1.45     93.76%    92.67%
RETAIL                 2,548     2,041      4.41       4.23     92.36%    95.67%
                      ------    ------    ------     ------
  Total               57,777    48,223    100.00%    100.00%    93.90%    94.37%
                      ======    ======    ======     ======
</TABLE>

Management  expects occupancy of the in-service property portfolio  to
remain  stable  because (i) only 6.0% and 9.5%  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%,  80%  in  1998,   1997   and   1996,
respectively.
                                - 12 -

<PAGE>
The  following  table reflects the Partnership's in-service  portfolio
lease  expiration  schedule  as  of June  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>

         Industrial         Office             Retail            Total Portfolio
      ----------------  ----------------  ----------------    ------------------
Yr.of Sq.        Cont.  Sq.        Cont.  Sq.       Cont.     Sq.         Cont.
Exp.  Ft.        Rent   Ft.        Rent   Ft.       Rent      Ft.         Rent
----- -----     ------  -----     ------  -----     ------    -----     --------
<S>   <C>     <C>       <C>     <C>       <C>      <C>        <C>     <C>
1999    2,344  $ 10,934     844  $  9,206     43    $   472      3,231  $ 20,612
2000    3,662    15,518   1,384    17,096    121      1,494      5,167    34,108
2001    3,957    17,118   1,795    22,496     91      1,113      5,843    40,727
2002    4,767    20,552   1,753    20,460    126      1,494      6,646    42,506
2003    3,903    18,265   1,519    19,885    145      1,554      5,567    39,704
2004    3,526    15,586   1,459    20,099     79        959      5,064    36,644
2005    3,625    11,991   1,149    15,781    225      1,972      4,999    29,744
2006    2,733    10,417     787    11,385      8        108      3,528    21,910
2007    2,641     8,587     530     7,488     71        675      3,242    16,750
2008    2,841    10,364     596     7,908     46        614      3,483    18,886
2009
and
There-
After   4,218    17,580   1,858    26,173  1,398     12,773      7,474    56,526
       ------   -------  ------   -------  -----     ------     ------   -------
Total
Leased 38,217  $156,912  13,674  $177,977  2,353    $23,228     54,244  $358,117
       ======   =======  ======   =======  =====     ======     ======   =======
Total
 Port-
 folio
 Sq.
 Ft.   40,793            14,436            2,548                57,777
       ======            ======            =====                ======

Annualized
 net
 effective
 rent per
 Sq.Ft.        $   4.11          $  13.02           $  9.87             $   6.60
                =======           =======            ======              =======
</TABLE>

This  stable occupancy, along with stable rental rates in each of  the
Partnership's Midwestern 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 discussion  of
Weeks  merger  below); and (iii) the completion  of  the  7.3  million
square feet of properties under development by the Partnership at June
30,  1999 over the next three quarters and thereafter. The 7.3 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
  In-Service        Square       Percent     Project   Stabilized
  Date              Feet         Leased      Costs     Return
  -----------       ------       -------     -------   ----------
   <S>              <C>          <C>         <C>       <C>
  3rd Quarter 1999    1,453         35%       $100,007    11.8%
  4th Quarter 1999    2,699         38%        113,573    11.3%
  1st  Quarter 2000   2,306         46%        178,783    10.8%
  Thereafter            845         23%         93,967    12.0%
                      -----                    -------
                      7,303         38%       $486,330    11.4%
                      =====                    =======
  </TABLE>

                                - 13 -

<PAGE>
RESULTS OF OPERATIONS

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

                         THREE MONTHS ENDED JUNE 30,   SIX MONTHS ENDED JUNE 30,
                         ---------------------------   -------------------------
                           1999               1998       1999             1998
                           ----               ----       ----             ----
[S]                      [C]               [C]         [C]              [C]
Rental Operations
 revenue                 $107,148          $83,079     $209,135         $162,755
Service Operations
 revenue                    8,893            7,022       21,160           11,922
Earnings from Rental
 Operations                39,909           30,316       76,008           61,174
Earnings from Service
 Operations                 3,582            1,820        8,618            2,715
Operating income           39,995           29,033       77,515           58,446
Net income available
 for common units        $ 32,702          $24,826     $ 63,631         $ 50,268
Weighted average common
 units outstanding         97,894           90,930       97,548           89,299
Weighted average common
 and dilutive potential
 common units              98,855           91,830       98,477           90,222
Basic income per
 common unit             $   0.33          $  0.27      $  0.65         $   0.56
Diluted income per
 common unit             $   0.33          $  0.27      $  0.65         $   0.56

Number of in-service
 properties
 at end of period             486              419          486              419
In-service square
 footage at end
 of period                 57,777           48,223       57,777           48,223
Under development
 square footage
 at end of period           7,303            4,149        7,303            4,149

COMPARISON  OF THREE MONTHS ENDED JUNE 30, 1999 TO THREE MONTHS  ENDED
JUNE 30, 1998
----------------------------------------------------------------------

Rental Operations
-----------------
The   Partnership  increased  its  in-service  portfolio   of   rental
properties from 419 properties comprising 48.2 million square feet  at
June 30, 1998 to 486 properties comprising 57.8 million square feet at
June  30,  1999 through the acquisition of 33 properties totaling  3.6
million  square  feet  and the completion of 41  properties  and  five
building expansions totaling 6.4 million square feet developed by  the
Partnership.  The  Partnership  also  disposed  of  seven   properties
totaling   420,000  square  feet.  These  67  net  additional   rental
properties  primarily  account  for  the  $24.1  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  67  in-
service rental properties.

Interest  expense increased by approximately $2.8 million  from  $14.3
million for the three months ended June 30, 1998 to $17.1 million  for
the  three  months  ended  June 30, 1999  primarily  as  a  result  of
additional unsecured debt issued in the second quarter of 1998 to fund
the  development  and acquisition of additional rental  properties  as
well  as  $300.0  million of unsecured debt issued in  the  first  two
quarters of 1999 to fund development and acquisition activity.

As  a  result  of  the  above-mentioned items,  earnings  from  rental
operations  increased $9.6 million from $30.3 million  for  the  three
months ended June 30, 1998 to $39.9 million for the three months ended
June 30, 1999.

Service Operations
------------------
Service Operation revenues increased by $1.9 million from $7.0 million
for the three months ended June 30, 1998 to $8.9 million for the three
months  ended  June  30, 1999 primarily as a result  of  increases  in
construction management fee revenue due to an increase in  third-party
construction volume.

                                - 14 -

<PAGE>
As  a  result  of  the  above-mentioned items, earnings  from  Service
Operations increased from $1.8 million for the three months ended June
30, 1998 to $3.6 million for the three months ended June 30, 1999.

Net Income Available for Common Unitholders
-------------------------------------------
Net income available for common unitholders for the three months ended
June  30, 1999 was $32.7 million compared to net income available  for
common  unitholders of $24.8 million for the three months  ended  June
30,  1998.  This increase results primarily from the operating  result
fluctuations in rental and service operations explained above.

COMPARISON OF SIX MONTHS ENDED JUNE 30, 1999 TO SIX MONTHS ENDED
JUNE 30, 1998
----------------------------------------------------------------

Rental Operations
-----------------
The   Partnership  increased  its  in-service  portfolio   of   rental
properties from 419 properties comprising 48.2 million square feet  at
June 30, 1998 to 486 properties comprising 57.8 million square feet at
June  30,  1999 through the acquisition of 33 properties totaling  3.6
million  square  feet  and the completion of 41  properties  and  five
building expansions totaling 6.4 million square feet developed by  the
Partnership.  The  Partnership  also  disposed  of  seven   properties
totaling   420,000  square  feet.  These  67  net  additional   rental
properties  primarily  account  for  the  $46.3  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  67  in-
service rental properties.

Interest  expense increased by approximately $5.9 million  from  $27.2
million  for  the six months ended June 30, 1998 to $33.1 million  for
the six months ended June 30, 1999 primarily as a result of additional
unsecured  debt  issued in the second quarter  of  1998  to  fund  the
development and acquisition of additional rental properties as well as
$300.0  million of unsecured debt issued in the first quarter of  1999
to fund development and acquisition activity.

As  a  result  of  the  above-mentioned items,  earnings  from  rental
operations  increased $14.8 million from $61.2  million  for  the  six
months  ended June 30, 1998 to $76.0 million for the six months  ended
June 30, 1999.

Service Operations
------------------
Service  Operation  revenues  increased by  $9.3  million  from  $11.9
million  for  the six months ended June 30, 1998 to $21.2 million  for
the  six months ended June 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 in
the first quarter.

Service  Operations operating expenses increased from $9.2 million  to
$12.5  million for the six months ended June 30, 1999 as  compared  to
the  six  months  ended June 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 $2.7 million for the six months ended  June
30, 1998 to $8.6 million for the six months ended June 30, 1999.

                                - 15 -

General and Administrative Expense
----------------------------------
General and administrative expense increased from $5.4 million for the
six  months  ended June 30, 1998 to $7.1 million for  the  six  months
ended  June  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 six months  ended
June  30, 1999 was $63.6 million compared to net income available  for
common unitholders of $50.3 million for the six months ended June  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 $82.6 million  and
$100.2  million  for  the six months ended June  30,  1999  and  1998,
respectively,  represents  the primary source  of  liquidity  to  fund
distributions to 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 $323.0  million  and
$351.9  million  for  the six months ended June  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 $401.9 million and
$263.2  million  for  the six months ended June  30,  1999  and  1998,
respectively,  is  comprised  of debt and  equity  issuances,  net  of
distributions to unitholders and minority interests and repayments  of
outstanding  indebtedness.  In  the first  six  months  of  1999,  the
Partnership  received $37.9 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  six  months of 1998, the Partnership  received  $102.9
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  (LOC)
available:
  <TABLE>
  <CAPTION>

                            Borrowing                             Outstanding at
                            Capacity     Maturity   Interest      June 30, 1999
  Description               (in 000's)   Date       Rate          (in 000's)
  -----------------------   ----------   ---------  ---------     --------------
  <S>                       <C>          <C>        <C>           <C>
  Unsecured Line of Credit  $450,000     April 2001 LIBOR + .70%   $159,000
  Unsecured Line of Credit  $300,000     April 2001 LIBOR + .90%   $      0
  </TABLE>
                                - 16 -


<PAGE>
Both  LOC  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 LOC  was
adjusted  from  LIBOR + .80% to LIBOR + .70% in conjunction  with  the
Partnership's  new  debt rating following the  Merger  (see  Note  7).
Additionally, the $450 million LOC allows the Partnership an option to
obtain borrowings from the financial institutions that participate  in
the  LOC  at  rates  lower than the stated interest rate,  subject  to
certain restrictions. Amounts outstanding on the LOC at June 30,  1999
are at LIBOR + .80%.

The $300 million LOC was obtained July 2, 1999, following the Merger
(see Note 7). On July 2, 1999, the Partnership repaid certain outstanding
debt balances of Weeks Operating Partnership using a combination of cash
on hand and the LOC. The balance on the combined LOC following these
paydowns was $285 million.

The  General Partner and the Partnership currently have on file  three
Form  S-3  Registration  Statements with the Securities  and  Exchange
Commission ("Shelf Registrations") which had remaining availability as
of  June  30,  1999 of approximately $567.9 million  to  issue  common
stock,  preferred  stock  or unsecured debt  securities.  The  General
Partner and the Partnership 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
General Partner and the Partnership also plan to file additional shelf
registrations as necessary.

The total debt outstanding at June 30, 1999 consists of notes totaling
$1.4  billion with a weighted average interest rate of 7.16%  maturing
at  various  dates through 2028. The Partnership has $1.0  billion  of
unsecured debt and $341.6 million of secured debt outstanding at  June
30,  1999. Scheduled principal amortization of such debt totaled  $3.9
million for the six months ended June 30, 1999.

Following  is  a  summary  of the scheduled  future  amortization  and
maturities  of  the Partnership's indebtedness at June  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        $ 4,530         $   28,430        $   32,960       5.92%
   2000          6,592             64,850            71,442       6.94%
   2001          6,909            249,829           256,738       6.47%
   2002          7,179             50,000            57,179       7.40%
   2003          5,285            241,144           246,429       7.63%
   2004          4,330            177,035           181,365       7.41%
   2005          4,678            100,000           104,678       7.50%
   2006          5,061            100,000           105,061       7.09%
   2007          4,616             14,939            19,555       7.81%
   2008          4,071            100,000           104,071       6.77%
   Thereafter   36,078            175,000           211,078       6.82%
                ------          ---------         ---------
   Total       $89,329         $1,301,227        $1,390,556       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  operating  property,  plus   operating
depreciation  and amortization, and adjustments for minority  interest
and  unconsolidated companies (adjustments for minority  interest  and
unconsolidated  companies are calculated to reflect FFO  on  the  same
basis), is the industry standard for reporting the operations of  real
estate investment trusts.

                                - 17 -

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

                          THREE MONTHS ENDED JUNE 30,  SIX MONTHS ENDED JUNE 30,
                          ---------------------------  -------------------------
                            1999               1998      1999             1998
                            ----               ----      ----             ----
<S>                       <C>               <C>        <C>            <C>
Net income available for
 common units             $  32,702          $ 24,826   $  63,631      $ 50,268
Add back:
  Depreciation and
   amortization              20,935            16,525      41,389        30,785
  Share of joint
   venture adjustments        1,241               968       2,756         1,550
  Earnings from operating
   property sales            (1,084)             (368)     (3,398)         (954)
                            -------           -------     -------       -------
Funds From Operations     $  53,794          $ 41,951    $104,378      $ 81,649
                            =======           =======     =======       =======
Cash flow provided by
(used by):
  Operating activities    $  50,502          $ 61,614    $ 82,570      $100,234
  Investing activities     (155,907)         (242,850)   (322,976)     (351,901)
  Financing activities      238,520           174,380     401,876       263,203
</TABLE>

The  increase in FFO for the three and six months ended June 30,  1999
compared  to  the  three and six months ended June  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.

MERGER WITH WEEKS CORPORATION

On  June  18,  1999, the shareholders of both the General Partner  and
Weeks  approved  a  merger transaction which was consummated  in  July
1999,  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. In accordance with the terms of the 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. In addition,  the  Partnership
assumed  Weeks  Operating Partnership debt and other liabilities  upon
consummation  of the Merger. The Merger was structured as  a  tax-free
merger and was accounted for under the purchase method.

Based on the in-service properties of Duke Operating Partnership and Weeks
Operating Partnership at June 30, 1999, the Partnership would have had 882
in-service  properties totaling 86.1 million square feet,  which  were
approximately 93% leased. The Partnership has operations in 15  cities
in the midwestern and southeastern United States.

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

                                - 18 -

<PAGE>
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. 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 its
operations as well as the property functioning of the embedded systems
included  in the Partnership's properties. In any 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 or equipment 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 and  equipment.
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  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 ongoing and such  plans
continue to be refined as new information is obtained. The contingency
plans  generally provide for obtaining or allowing alternative access,
limited electrical and telephone service and, security and other basic
services.

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.
                                - 19 -


<PAGE>
Based  upon  a  cost  assessment  prepared  by  the  Task  Force,  the
Partnership  has  budgeted approximately $125,000 of  non-reimbursable
expenses  for the upgrade and replacement of certain building  systems
and  internal software having potential Year 2000 related problems and
attorney's fees.

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 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  continue  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,  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  $50,000.  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 $25,000.

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,  its  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


                                - 20 -

<PAGE>
Item 3.  Defaults upon Senior Securities
----------------------------------------
None

Item 4.  Submission of Matters to a Vote of Security Holders
------------------------------------------------------------
At  the annual meeting of the shareholders of the General Partner held
on June 18, 1999, there were 86,751,130 common shares and 1,540,000
preferred shares outstanding and the following matters received the
following votes:

1.    Proposal  to Approve the Merger of Weeks, a Georgia Corporation,
with and into General Partner and the  Agreement and Plan of Merger by
and between Weeks and General Partner dated as of February 28, 1999:

Votes For                Votes Against            Votes Abstained
---------                -------------            ---------------
70,166,716               1,000,878                248,211

2.    Proposal  to  Consider  and Vote upon an  Amendment  to  General
Partner's  Articles of Incorporation in connection with  the  Proposed
Merger which would increase the maximum size of General Partner's Board
of Directors from 15 to 23:

Votes For                Votes Against            Votes Abstained
----------               -------------            ---------------
70,135,510               4,135,678                522,813

3.    Proposal to Consider and Vote upon two additional amendments  to
General Partner's Articles of Incorporation which would (1) change the
existing requirement that 80% of the shares of capital stock of General
Partner  approve certain amendments to General Partner's  Articles  of
Incorporation to require the approval of 80% of the common  shares  of
General Partner and (2) change the existing requirement that 80% of the
shares of Capital Stock approve any amendment to the provisions of the
Articles  of Incorporation relating to the number, classes,  terms  of
office and qualifications of directors, to require the approval  of  a
majority of the common shares of General Partner.

Votes For                Votes Against            Votes Abstained
----------               -------------            ---------------
66,816,928               4,796,741                719,684

4.   Election of three Directors to serve until the earlier to occur of
(1) the effective time of the merger, or (2) if the merger is not
approved or completed, the ordinary expiration of their terms in 2002:

                         Votes For                Votes Against
                         ----------               -------------
Thomas L. Hefner         79,215,105               4,431,333
L. Ben Lytle             79,202,755               4,443,687
Edward T. Baur           79,205,150               4,441,289

5.   Proposal to Consider and Approve the 1999 Directors' Stock Option
and Dividend Increase Plan of General Partner:

Votes For                Votes Against            Votes Abstained
----------               -------------            ---------------
73,959,876               6,568,491                666,606


                                - 21 -

6.   Proposal to Consider and Approve the 1999 Salary Replace Stock
Option and Dividend Increase Unit Plan of General Partner:

Votes For                Votes Against            Votes Abstained
-----------              -------------            ---------------
80,163,592               2,735,735                747,101

7.   Proposal to Consider and Approve an Amendment to General Partner's
1996 Directors' Stock Payment Plan authorizing the issuance of an
additional 100,000 shares of General Partner Common Shares under the
Plan:

Votes For                Votes Against            Votes Abstained
----------               -------------            ---------------
80,629,760               2,245,786                770,875


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 28,
1996 for additional information concerning these risks.

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 Form 8-K on June 29, 1999, to file exhibits
   in connection with an unsecured debt offering

                                 -22 -


<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: August 16, 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


                                - 23 -