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**UNITED STATESSECURITIES AND EXCHANGE COMMISSION****Washington, D.C.  20549**

**FORM 10-Q**

 

**(Mark One)**

| **ý**                                                     | **QUARTERLY REPORT PURSUANT TO SECTION 13 OR  15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**  |
|----------------------------------------------------------------|-----------------------------------------------------------------------------------------------|
|                                                           |                                                                                          |
| **For  the quarterly period ended June 30, 2001**              |
|                                                           |                                                                                          |
| **OR**                                                         |
|                                                           |                                                                                          |
| **o**                                                          | **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: 1-9044**                            |
|                                                           |
|                                                                |                                                                                               |  |

 

**DUKE-WEEKS REALTY LIMITEDPARTNERSHIP**

 

| **Indiana**                                                 | **35-1898425**             |
|-------------------------------------------------------------|----------------------------|
|                                                             |                            |
| (State of  Incorporation)                                   | (IRS Employer ID  Number:) |
|                                                        |                       |
| **600  East 96th Street, Suite 100  Indianapolis, Indiana** | **46240**                  |
|                                                             |                            |
| (Address of principal  executive offices:)                  | (zip code)                 |
|                                                        |                       |
| Telephone:  **(317)  808-6000**                        |

 

 

Indicateby check mark whether the registrant (1) has filed all reports required to befiled by Section 13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 12 months (or for such shorter period that the registrant wasrequired to file such reports), and (2) has been subject to such filingrequirements for the past 90 days.

Yes ý       No o

Thenumber of Common Units outstanding as of August 10, 2001 was 18,607,473 ($.01par value).

 

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**DUKE-WEEKS REALTY LIMITED PARTNERSHIP**

**INDEX**

| **Part I - Financial  Information** |                                                                                                                    |
|-------------------------------------|-------------------------------------------------------------------------------------------------------------------------|
|                                |                                                                                                                    |
| **Item 1.  **                  | **Financial Statements**                                                                                                |
|                                |                                                                                                                    |
|                                | Condensed  Consolidated Balance Sheets as of   June 30, 2001 (Unaudited) and December 31, 2000                     |
|                                |                                                                                                                    |
|                                | Condensed  Consolidated Statements of Operations (Unaudited) for the three and six  months ended June 30, 2001 and 2000 |
|                                |                                                                                                                    |
|                                | Condensed  Consolidated Statements of Cash Flows (Unaudited) for the six months ended  June 30, 2001 and 2000           |
|                                |                                                                                                                    |
|                                | Condensed  Consolidated Statement of Partners’ Equity (Unaudited) for the six months  ended June 30, 2001          |
|                                |                                                                                                                    |
|                                | Notes  to Condensed Consolidated Financial Statements (Unaudited)                                                       |
|                                |                                                                                                                    |
|                                | Independent  Accountants’ Review Report                                                                            |
|                                |                                                                                                                    |
|                                |                                                                                                                    |
| **Item 2. **                   | **Management’s  Discussion and Analysis of Financial Condition and Results of Operations**                         |
|                                |
|                                |                                                                                                                    |
| **Part II - Other Information**     |                                                                                                                    |
|                                |                                                                                                                    |
|                                | Item 1.                                                                                                                 | Legal Proceedings |
|                                | Item 2.                                                                                                                 | Changes in Securities |
|                                | Item 3.                                                                                                                 | Defaults  Upon Senior Securities |
|                                | Item  4.                                                                                                                | Submission  of Matters to a Vote of Security Holders |
|                                | Item 5.                                                                                                                 | Other Information |
|                                | Item 6.                                                                                                                 | Exhibits and  Reports on Form 8-K |
|                                     |                                                                                                                         |  |  |  |  |

**PART I- FINANCIAL INFORMATION****Item 1. Financial Statements****DUKE-WEEKSREALTY LIMITED PARTNERSHIP****Condensed Consolidated Balance Sheets****(inthousands, except per unit amounts)**

|                                                                                      | **June  30,**                                         |          | December 31, |      |
|-------------------------------------------------------------------------------------------|-------------------------------------------------------|---------------|--------------|-----------|
|                                                                                      | **2001**                                              |          | 2000         |      |
|                                                                                      | ****                                                  |          |              |      |
|                                                                                      | **(Unaudited)**                                       |          |         |      |
| **ASSETS**                                                                                |                                                  |          |         |      |
|                                                                                      |                                                  |          |         |      |
| Real estate investments:                                                                  |                                                  |          |         |      |
|                                                                                      | Land and improvements                                 | **$**         | **595,284**  |      | $ | 581,530 |   |
|                                                                                      | Buildings and tenant improvements                     | **4,033,278** |         | 3,989,033 |   |
|                                                                                      | Construction in progress                              | **226,240**   |         | 216,938   |   |
|                                                                                      | Investments in unconsolidated companies               | **326,608**   |         | 367,581   |   |
|                                                                                      | Land held for development                             | **256,856**   |         | 257,779   |   |
|                                                                                      |                                                  | ****          |         |           |   |
|                                                                                      | **5,438,266**                                         |          | 5,412,861    |      |
|                                                                                      | Accumulated depreciation                              | **(390,624**  | )            | (338,426  | ) |
|                                                                                      |                                                  | ****          |         |           |   |
|                                                                                      | Net real estate investments                           | **5,047,642** |         | 5,074,435 |   |
|                                                                                      |                                                  |          |         |      |
| Cash and cash equivalents                                                                 | **99,869**                                            |          | 39,200       |      |
| Accounts receivable, net of allowance of $2,201 and  $1,540                               | **18,908**                                            |          | 19,454       |      |
| Straight-line rent receivable, net of allowance of  $1,460                                | **39,611**                                            |          | 34,512       |      |
| Receivables on construction contracts                                                     | **58,310**                                            |          | 45,394       |      |
| Deferred financing costs, net of accumulated  amortization of $15,313 and $13,288         | **13,938**                                            |          | 12,475       |      |
| Deferred leasing and other costs, net of accumulated  amortization of $36,614 and $31,522 | **97,890**                                            |          | 102,413      |      |
| Escrow deposits and other assets                                                          | **115,025**                                           |          | 133,350      |      |
|                                                                                      | ****                                                  |          |              |      |
|                                                                                      | **$**                                                 | **5,491,193** |         | $         | 5,461,233 |   |
|                                                                                      | ****                                                  |          |              |      |
|                                                                                      |                                                  |          |         |      |
| **LIABILITIES AND PARTNERS’ EQUITY**                                                 |                                                  |          |         |      |
| Indebtedness:                                                                             |                                                  |          |         |      |
|                                                                                      | Secured debt                                          | **$**         | **442,287**  |      | $ | 466,624 |   |
|                                                                                      | Unsecured notes                                       | **1,461,483** |         | 1,286,591 |   |
|                                                                                      | Unsecured lines of credit                             | **-**         |         | 220,000   |   |
|                                                                                      |                                                  | ****          |         |           |   |
|                                                                                      | **1,903,770**                                         |          | 1,973,215    |      |
| Construction payables and amounts due subcontractors                                      | **72,571**                                            |          | 70,105       |      |
| Accounts payable                                                                          | **2,358**                                             |          | 4,312        |      |
| Accrued expenses:                                                                         |                                                  |          |         |      |
|                                                                                      | Real estate taxes                                     | **55,193**    |         | 51,328    |   |
|                                                                                      | Interest                                              | **26,184**    |         | 28,780    |   |
|                                                                                      | Other                                                 | **47,555**    |         | 61,028    |   |
| Other liabilities                                                                         | **93,780**                                            |          | 88,542       |      |
| Tenant security deposits and prepaid rents                                                | **35,223**                                            |          | 34,208       |      |
|                                                                                      | ****                                                  |          |              |      |
|                                                                                      | Total liabilities                                     | **2,236,634** |         | 2,311,518 |   |
|                                                                                      |                                                  | ****          |         |           |   |
|                                                                                      |                                                  |          |         |      |   |
| Minority interest                                                                         | **2,331**                                             |          | 2,117        |      |
|                                                                                      |                                                       |          |              |      |
|                                                                                      |                                                  |          |         |      |
| Partners’ equity:                                                                    |                                                  |          |         |      |
|  General  Partner                                                                    |                                                  |          |         |      |
|                                                                                      | Common equity                                         | **2,165,347** |         | 2,128,138 |   |
|                                                                                      | Preferred equity (liquidation preference of $683,753) | **658,526**   |         | 586,261   |   |
|                                                                                      |                                                  | ****          |         |           |   |
|                                                                                      | **2,823,873**                                         |          | 2,714,399    |      |
|  Limited  partners’ common equity                                               | **326,236**                                           |          | 330,244      |      |
|  Limited  partners’ preferred equity                                            | **102,955**                                           |          | 102,955      |      |
|  Accumulated  other comprehensive income                                             | **(836**                                              | )             | -            |      |
|                                                                                      | ****                                                  |          |              |      |
| Total Partners’ equity                                                               | **3,252,228**                                         |          | 3,147,598    |      |
|                                                                                      | ****                                                  |          |              |      |
|                                                                                      | **$**                                                 | **5,491,193** |         | $         | 5,461,233 |   |
|                                                                                      | ****                                                  |          |              |      |
|                                                                                           |                                                       |               |              |           |  |  |  |  |

See accompanying Notes to CondensedConsolidated Financial Statements
**DUKE-WEEKS REALTY LIMITED PARTNERSHIP****Condensed Consolidated Statements ofOperations**** For the three and six months ended June 30,****(inthousands, except per unit amounts)****(Unaudited)**
 Three  Months Ended Six  Months Ended     **2001** 2000 **2001** 2000  ****  ****  **RENTAL  OPERATIONS:**         Revenues:         Rental  income**$****174,453** $174,182** ****$****348,451** $346,092  Equity in earnings of  unconsolidated companies**7,315** 4,226** ****17,285** 7,050  ****  ****   **181,768**** **178,408 **365,736** 353,142  ****  ****            Operating expenses:         Rental  expenses**29,736** 28,264** ****60,504** 57,106  Real estate taxes**18,066** 19,064 **35,923** 37,584  Interest expense**28,671** 36,253 **58,284** 68,934  Depreciation and  amortization**37,995** 38,748 **78,309** 78,115  ****  ****   **114,468** 122,329 **233,020** 241,739  ****  ****            Earnings from rental  operations**67,300** 56,079 **132,716** 111,403  ****             **SERVICE  OPERATIONS:**         Revenues:         Property management,  maintenance and leasing fees**7,896** 6,582** ****14,494** 12,265  Construction and  development activity income**15,316** 18,399 **30,768** 25,947  Other income**415** 60 **687** 894  ****     **23,627**** **25,041 **45,949** 39,106           Operating  expenses**14,400** 14,088** ****27,434** 22,777  ****  ****            Earnings from service  operations**9,227** 10,953** ****18,515** 16,329  ****  ****           General  and administrative expense**(4,688**)(4,510**)****(8,715**)(9,674) ****  ****                  Operating income**71,839** 62,522** ****142,516** 118,058          **OTHER  INCOME (EXPENSE):**         Interest  income**1,567** 2,283** ****3,002** 3,903  Earnings  from land and depreciated property dispositions**146** 2,387** ****12,663** 16,661  Other  expense**(428**)(128)**(1,367**)(250) Other  minority interest in earnings of subsidiaries**(330**)(311)**(1,241**)(972) ****  ****            Net  income**$****72,794** $66,753** ****$****155,573** $137,400 Dividends  on preferred units**(15,917**)(14,351)**(31,291**)(28,705) ****  ****           Net  income available for common unitholders**$****56,877** $52,402** ****$****124,282** $108,695  ****  ****           Net  income per common unit:         Basic**$****0.39** $0.36** ****$****0.84** $0.75  ****  ****   Diluted**$****0.38** $0.36** ****$****0.83** $0.74  ****  ****  
 
Weighted  average number of common units outstanding**147,899** 145,719** ****147,569** 145,422  ****  ****           Weighted  average number of common and dilutive potential common units**149,572**   147,181  ** ****151,369**   146,754        
Seeaccompanying Notes to Condensed Consolidated Financial Statements

**DUKE-WEEKSREALTY LIMITED PARTNERSHIP****Condensed Consolidated Statements ofCash Flows****For thesix months ended June 30****(inthousands)****(Unaudited)**
 **2001** 2000         Cash  flows from operating activities:     Net  income**$****155,573** $137,400  Adjustments to  reconcile net income to net cash provided by operating activities: ** ** ** ** Depreciation of  buildings and tenant improvements**69,223**** **71,378  Amortization of  deferred leasing and other costs**9,086**** **6,737  Amortization of  deferred financing costs**2,609**** **1,553  Minority interest in  earnings**1,241**** **972  Straight-line rent  adjustment**(6,320****)**(8,145) Earnings  from land and depreciated property dispositions**(12,663****)**(16,661) Construction  contracts, net**235**** **(36,887) Other accrued revenues  and expenses, net**(6,557****)**19,839  Equity in earnings in  (excess)/shortfall of operating distributions received from unconsolidated  companies**6,692** (1,621  ****    ** **   **Net cash provided by operating activities****219,119**** **174,565  ****  Cash flows from  investing activities: ** **   Development of real  estate investments**(222,910****)**(268,388) Acquisition of real  estate investments**(13,927****)**(5,932) Acquisition of land  held for development and infrastructure costs**(22,953****)**(32,140) Recurring tenant  improvements**(7,819****)**(16,204) Recurring leasing  costs**(6,394****)**(10,830) Recurring building  improvements**(3,911****)**(3,275) Other deferred leasing  costs**(608****)**(21,735) Other deferred costs  and other assets**(13,958****)**(9,671) Tax deferred exchange  escrow, net**25,202**** **(87,940) Proceeds from land and  depreciated property sales, net**187,605**** **214,299  Capital distributions  from unconsolidated companies**59,899**** **-  Advances from (to)  unconsolidated companies**(2,544****)**(16,652) ****   **Net cash used by investing activities****(22,318****)**(258,468) ****** **      Cash flows from  financing activities: ** **   Contributions from  General Partner**102,913**** **13,589  Proceeds from  indebtedness**175,000**** **-  Payments on  indebtedness including principal amortization**(46,019****)**(8,230) Borrowings/  (repayments) on lines of credit, net**(204,247****)**245,227  Distributions to  partners**(126,793****)**(113,378) Distributions to  preferred unitholders**(31,291****)**(28,705) Distributions to  minority interest**(1,147****)**(813) Deferred financing  costs**(4,548****)**(898) ****   **Net cash provided by (used for) financing activities****(136,132****)**106,792  ****** **      
 
 **Net increase (decrease) in cash and  cash equivalents****60,669**** **22,889       Cash  and cash equivalents at beginning of period**39,200**** **18,514  ****  Cash  and cash equivalents at end of period**$****99,869**** **$41,403  ****** **      Other non-cash items: ** **   Assumption of debt for  real estate acquisitions**$****6,379**** **$-  ****   Contributions of  property to unconsolidated companies**$****15,812**** **$-  ****   Conversion of Limited  Partner Units to units**$****1,674**** **$953  ****   Issuance of Limited  Partner Units for real estate acquisitions**$****2,487**** **$3,937  ****  
See accompanying Notes to CondensedConsolidated Financial Statements

 

**DUKE-WEEKSREALTY LIMITED PARTNERSHIP****Condensed Consolidated Statement ofPartners’ Equity****For thesix months ended June 30, 2001****(inthousands,  except per unit data)****(Unaudited)**

 
                General Partner Limited Limited Accumulated      Partners’ Partners’ Other     Common Preferred Common Preferred Comprehensive     Equity Equity Equity Equity Income (Loss) Total                       **Balance at December 31, 2000** **$****2,128,138** **$****586,261** **$****330,244** **$****102,955** **$****-** **$****3,147,598**                Comprehensive income:                            Net income 108,445 27,087 15,837 4,204 - 155,573                Distributions to  preferred unitholders - (27,087)- (4,204)- (31,291)               Transition adjustment  resulting from adoption of FASB 133 - - - - 398 398                Gains (losses on  derivative instruments) - - - - (1,234)(1,234)                            Comprehensive income  available for common unitholders           123,446                Capital contribution from  (repayments to General Partner) 31,551 72,265 - - - 103,816                Acquisition of  partnership interest for common stock of General Partner 7,847 - (6,173)- - 1,674                Acquisition of property  in exchange for Limited Partner Units - - 2,487 - - 2,487                Distributions to  partners  ($.43 per Common Unit) (110,634)- (16,159)- - (126,793)                                     **Balance at June 30, 2001**** ****$****2,165,347**** ****$****658,526**** ****$****326,236**** ****$****102,955**** ****$****(836****)****$****3,252,228**** **  **** **** **** **** **** ****               **Common  units outstanding at June 30, 2001**** ****129,797**** ** ** ****15,757**     **145,554**   ****   ****     **** 
 

Seeaccompanying Notes to Condensed Consolidated Financial Statements

**DUKE-WEEKSREALTY LIMITED PARTNERSHIP****NOTES TO CONDENSED CONSOLIDATEDFINANCIAL STATEMENTS****(Unaudited)**

**1.          FinancialState****ments**

Theinterim condensed consolidated financial statements included herein have beenprepared by Duke-Weeks Realty Limited Partnership (the “Partnership”) withoutaudit. The statements have been prepared in accordance with accountingprinciples generally accepted in the United States of America for interimfinancial information and the instructions for Form 10-Q and Rule 10-01 ofRegulation S-X. Accordingly, they do not include all of the information andfootnotes required by accounting principles generally accepted in the UnitedStates of America for complete financial statements. In the opinion ofmanagement, all adjustments (consisting of normal recurring adjustments)considered necessary for a fair presentation have been included. Thesefinancial statements should be read in conjunction with the consolidatedfinancial statements and notes thereto included in the Partnerships AnnualFinancial Statements.

**ThePartnership**

The Partnership was formed on October 4, 1993, when theGeneral Partner contributed all of its properties and related assets andliabilities along with the net proceeds from the issuance of an additional14,000,833 units through a common stock offering to the Partnership.Simultaneously, the Partnership completed the acquisition of Duke Associates, afull-service commercial real estate firm operating in the Midwest. The GeneralPartner was formed in 1985 and qualifies as a real estate investment trustunder provisions of the Internal Revenue Code. The General Partner is the solegeneral partner of the Partnership and owns 87.2% of the Partnership at June30, 2001. 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 LimitedPartner Units are exchangeable for units of the General Partner’s common stockon a one-for-one basis subject generally to a one-year holding period. TheGeneral Partner periodically acquires a portion of the minority interest in thePartnership through the issuance of shares of common stock for a like number ofCommon Units. The acquisition of the minority interest is accounted for underthe purchase method with assets acquired recorded at the fair market value of theGeneral Partner’s common stock on the date of acquisition.

The service operations are conducted through Duke RealtyServices Limited Partnership and Duke Construction Limited Partnership, inwhich the Partnership has an 89% profits interest (after certain preferredreturns on partners’ capital accounts) and effective control of theiroperations. The consolidated financial statements include the accounts of thePartnership and its majority-owned or controlled subsidiaries.  The equity interests in these majority-ownedor controlled subsidiaries not owned by the Partnership are reflected asminority interests in the consolidated financial statements.

**2.          Lines ofCredit**

ThePartnership has the following lines of credit available:
  Borrowing     Outstanding   Capacity Maturity Interest at  June 30, 2001 Description (in  000’s) Date Rate (in  000’s)      Unsecured Line of  Credit $500,000 February 2004 LIBOR + .65%$0 Unsecured Line of  Credit 150,000 July 2002 LIBOR + .675%0 Secured Line of Credit 150,000 January 2003 LIBOR + 1.05%68,409 
The lines of credit areused to fund development and acquisition of additional rental properties and toprovide working capital.

The $500 million line ofcredit allows the Partnership an option to obtain borrowings from the financialinstitutions that participate in the line of credit at rates lower than thestated interest rate, subject to certain restrictions.

The Partnership renewedits $150 million unsecured line of credit, reducing the interest rate fromLIBOR + .775% to LIBOR + .675% and extending the maturity date to July 2002.

**3.**          **Related Party Transactions**

ThePartnership provides management, maintenance, leasing, construction, and othertenant related services to properties in which certain executive officers havecontinuing ownership interests. The Partnership was paid fees totaling $943,000and $993,000 for such services for the six months ended June 30, 2001 and 2000,respectively. Management believes the terms for such services are equivalent tothose available in the market. The Partnership has an option to purchase theexecutive officers’ interest in each of these properties which expires October2003. The option price of each property was established at the date the optionwas granted.

**4.          Net IncomePer Common Unit**

Basic net income per common unit is computed by dividingnet income available for common unitholders by the weighted average number ofcommon units outstanding for the period. Diluted net income per unit iscomputed by dividing the sum of net income available for common unitholders andminority interest in earnings of unitholders, by the sum of the weightedaverage number of common units and dilutive potential common units outstandingfor the period.

The following table reconciles the components of basicand diluted net income per common unit for the three and six months ended June30:
  Three  Months Ended Six  Months Ended   June  30, June  30,       **2001** 2000 **2001** 2000   ****  ****            Net income available for  common unitholders** ****$****56,877** $52,402** ****$****124,282** $108,695 Joint venture partner convertible ownership net income** **- -** ****1,666** -   ****  ****  Diluted net income available for common unitholders** ****$****56,877** $52,402** ****$****125,948** $108,695   ****  ****            Weighted average common partnership units outstanding** ****147,899** 145,719** ****147,569** 145,422 Joint venture partner convertible ownership common  unit equivalents** ****-** -** ****2,118** - Dilutive units for long-term compensation plans** ****1,673** 1,462** ****1,682** 1,332   ****  ****  Weighted average number of common units and dilutive  potential common units **149,572** 147,181** ****151,369** 146,754   ****  ****  
The Preferred D Series Convertible equity and the SeriesG preferred limited partner units were anti-dilutive for the three and sixmonths ended June 30, 2001; therefore, no conversion to common units isincluded in weighted dilutive potential common units.

A joint venture partner in one of the Partnership’sunconsolidated ventures that has the option to convert a portion of itsownership to General Partner’s common shares. The effects of the option onearnings per unit was dilutive for the six months ended June 30, 2001; thereforeconversion to common units is included in weighted dilutive potential commonunits. The effect of this same option was anti-dilutive for the three monthsended June 30, 2001; therefore, no conversion to common units is included indilutive potential common units.

**5.**          **Segment Reporting**

ThePartnership is engaged in four operating segments; the ownership and rental ofoffice, industrial and retail real estate investments and the providing ofvarious real estate services such as property management, maintenance, leasing,development and construction management to third-party property owners  (“Service Operations”). The Partnership’sreportable segments offer different products or services and are managedseparately because each requires different operating strategies and managementexpertise. There are no material intersegment sales or transfers.

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

ThePartnership assesses and measures segment operating results based on industryperformance measures referred to as Funds From Operations (“FFO”). The NationalAssociation of Real Estate Investment Trusts defines FFO as net income or loss,excluding gains or losses from debt restructuring and sales of depreciatedoperating property, plus operating property depreciation and amortization and adjustmentsfor minority interest and unconsolidated companies on the same basis. FFO isnot a measure of operating results or cash flows from operating activities asmeasured by generally accepted accounting principles, is not necessarilyindicative of cash available to fund cash needs and should not be considered analternative to cash flows as a measure of liquidity. Interest expense and othernon-property specific revenues and expenses are not allocated to individualsegments in determining the Partnership’s performance measure.

Therevenues and FFO for each of the reportable segments for the three and sixmonths ended June 30, 2001 and 2000, and the assets for each of the reportablesegments as of June 30, 2001 and December 31, 2000, are summarized as follows: **Three Months Ended June  30,** **Six Months Ended June 30,**  **** ****  **2001** **2000** **2001** **2000**  **** **** **** **** Revenues         Rental Operations:         Office**$****96,360** $83,720** ****$****188,812** $163,974  Industrial**72,718** 84,776** ****146,152** 168,519  Retail**6,579** 7,768** ****13,583** 14,891  Service Operations**23,627** 25,041** ****45,949** 39,106   ****  ****   Total Segment Revenues**199,284** 201,305** ****394,496** 386,490  Non-Segment Revenue**6,111** 2,144** ****17,189** 5,758   ****  ****   Consolidated Revenue**$****205,395** $203,449** ****$****411,685** $392,248      
 
 **Three Months  Ended June 30,** **Six Months Ended June 30,**   ****      **2001** **2000** **2001** **2000**   **** **** **** ****  Funds From Operations          Rental Operations:          Office**$****65,306** $55,925** ****$****127,852** $110,103   Industrial**56,348** 64,617** ****112,959** 129,775   Retail**5,486** 6,520** ****11,208** 12,032   Services Operations**9,227** 10,953** ****18,515** 16,329    ****  ****    Total Segment FFO**136,367** 138,015** ****270,534** 268,239             Non-Segment FFO:          Interest expense**(28,671**)(36,253)**(58,284**)(68,934)  Interest income**1,567** 2,283 **3,002** 3,903   General and  administrative expense**(4,688**)(4,510   )**(8,715**)(9,674)  Gain on land sales**2,643** 297 **3,320** 3,913  Other expenses**(890**)(642)**(1,416**)(1,111) Minority interest in  earnings of subsidiaries**(330**)(311)**(1,241**)(972) Joint venture FFO**11,564** 6,165** ****22,752** 10,453  Dividends on preferred  units**(15,917**)(14,351)**(31,291**)(28,705)  ****  ****      Consolidated FFO**101,645** 90,693** ****198,661** 177,112  Depreciation and  amortization**(37,995**)(38,748)**(78,309**)(78,115) Share of joint venture  adjustments**(4,276**)(1,633)**(5,413**)(3,050) Earnings from depreciated property sales**(2,497**)2,090** ****9,343** 12,748   ****  ****   Net Income Available for Common  Unitholders**$****56,877** $52,402** ****$****124,282** $108,695   ****  ****  
 
  **June 30,** **December 31,**   **2001** **2000**   **** **** Assets      Rental Operations:      Office** ****$****2,537,679** $2,473,191  Industrial** ****2,217,316** 2,265,237  Retail** ****191,568** 186,389  Service Operations** ****157,649** 128,249    ****   Total Segment Assets** ****5,104,212** 5,053,066  Non-Segment Assets** ****386,981** 408,167    ****   Consolidated Assets** ****$****5,491,193** $5,461,233     
**6.          Real Estate Assets Held for Sale**

In order to redeploycapital, the Partnership has an active sales program through which it iscontinually pursuing favorable opportunities to dispose of real estate assetsthat no longer meet long-term investment objectives of the Partnership. At June30, 2001, the Partnership had 42 industrial, 6 office and 10 retail propertiescomprising approximately 6.3 million square feet held for sale. Of theseproperties, four build-to-suit office, six build-to-suit industrial and onebuild-to-suit retail properties were under development at June 30, 2001. Netoperating income (defined as total property revenues, less property expenses,which include real estate taxes, repairs and maintenance, property management,utilities, insurance and other expenses) of the properties held for sale forthe six months ended June 30, 2001 and 2000, is approximately $10.3 million and$8.3 million, respectively. Net book value of the properties held for sale atJune 30, 2001, is $215.3 million. There can be no assurances that suchproperties will be sold.

**7.          Partners’ Equity**

The following series ofpreferred equity are outstanding as of June 30, 2001 (in thousands, exceptpercentages):
      Units Dividend Redemption Liquidation   Description Outstanding Rate Date Preference Convertible       Preferred A Series 300 9.100%August  31, 2001 $75,000 No Preferred B Series 300 7.990%September  30, 2007 150,000 No Preferred D Series 535 7.375%December  31, 2003 133,750 Yes Preferred E Series 400 8.250%January  20, 2004 100,000 No Preferred F Series 600 8.000%October  10, 2002 150,000 No Preferred I Series 300 8.450%February  6, 2006 75,000 No 
 

Allseries of preferred equity require cumulative distributions, have no statedmaturity date, and the redemption price of each series may only be paid fromthe proceeds of other capital units of the General Partner, which may includeother classes or series of preferred equity.

ThePreferred I Series equity was issued in February 2001.

ThePreferred Series D equity is convertible at a conversion rate of 9.3677 commonunits for each preferred unit outstanding.

Thedividend rate on the Preferred B Series equity increases to 9.99% afterSeptember 12, 2012.

TheGeneral Partner intends to redeem the Preferred A Series equity in September 2001.

**8.**          **Other Matters**

**Reclassifications**

Certain2000 balances have been reclassified to conform to 2001 presentation.

**9.**          **Derivative Instruments**

ThePartnership adopted Statement of Financial Accounting Standards No. 133“Accounting for Derivative Instruments and Hedging Activities” (SFAS 133) asamended by SFAS No. 137 and No. 138 on January 1, 2001. SFAS 133 requires thatall derivative instruments be recorded on the balance sheet at their fairvalue. Gains or losses resulting from changes in the values of thosederivatives would be accounted for depending on the use of the derivative andwhether it qualifies for hedge accounting. The Partnership uses derivativefinancial instruments such as interest rate swaps to mitigate its interest raterisk on a related financial instrument. SFAS 133 requires that changes in fairvalue of derivatives that qualify as cash flow hedges be recognized in othercomprehensive income while the ineffective portion of the derivative’s changein fair value be recognized immediately in earnings. One of the Partnership’sinterest rate swap contracts did not meet the criteria of SFAS 133 to qualifyfor hedge accounting. SFAS 133 requires that unrealized gains and losses onderivatives not qualifying as hedge accounting be recognized currently inearnings. The cumulative effect of a change in accounting principle due to theadoption of SFAS 133 as of January 1, 2001, was $398,000 and was recorded inaccumulated other comprehensive income as a transition adjustment. As of June30, 2001, the Partnership recorded a net loss of $1.2 million in othercomprehensive income for its interest rate swap contracts qualifying for hedgeaccounting and a net loss of $721,000 in other expense for the interest rateswap contract that did not qualify for hedge accounting.

InJuly 2001, the Partnership terminated its interest rate swaps that qualifiedfor hedge accounting in conjunction with the pay-off of the loan to which theswaps were hedged. The cost to terminate these swaps was approximately$500,000.

**10.        SubsequentEvents**

TheBoard of Directors of the General Partner declared the following distributionsJuly 25, 2001:
 **Quarterly**     **Class****Amount/Unit** **Record  Date** **Payment  Date** ******** **** **** Common$0.45 August 16, 2001 August 31, 2001 Preferred (per  depositary unit):       Series A$0.56875 August 17, 2001 August 31, 2001  Series B$0.99875 September 14, 2001 September 28, 2001  Series D$0.46094 September 14, 2001 September 28, 2001  Series E$0.51563 September 14, 2001 September 28, 2001  Series F$0.50000 October 17, 2001 October 31, 2001  Series I$0.52813 September 14, 2001 September 28, 2001 
To the Partners

**Duke-WeeksRealty Limited Partnership:**

Wehave reviewed the condensed consolidated balance sheet of Duke-Weeks RealtyLimited Partnership as of June 30, 2001, the related condensed consolidatedstatements of operations for the three months and the six months ended June 30,2001 and 2000, the related condensed consolidated statements of cash flows forthe six months ended June 30, 2001 and 2000, and the related condensedconsolidated statement of partners’ equity for the six months ended June 30,2001. These condensed consolidated financial statements are the responsibilityof the Partnership’s management.

Weconducted our review in accordance with standards established by the AmericanInstitute of Certified Public Accountants. A review of interim financialinformation consists principally of applying analytical procedures to financialdata and making inquiries of persons responsible for financial and accountingmatters. It is substantially less in scope than an audit conducted inaccordance with auditing standards generally accepted in the United States ofAmerica, the objective of which is the expression of an opinion regarding thefinancial statements taken as a whole. Accordingly, we do not express such anopinion.

Basedon our review, we are not aware of any material modifications that should bemade to the condensed consolidated financial statements referred to above forthem to be in conformity with accounting principles generally accepted in theUnited States of America.

Wehave previously audited, in accordance with auditing standards generallyaccepted in the United States of America, the consolidated balance sheet ofDuke-Weeks Realty Limited Partnership as of December 31, 2000, and the relatedconsolidated statements of operations, Partners’ equity and cash flows for theyear then ended (not presented herein); and in our report dated January 25,2001, we expressed an unqualified opinion on those consolidated financialstatements. In our opinion, the information set forth in the accompanyingcondensed consolidated balance sheet as of December 31, 2000 is fairlypresented, in all material respects, in relation to the consolidated balancesheet from which it has been derived.

KPMGLLPIndianapolis, IndianaJuly 25, 2001

 
**Item 2****.****Management’s Discussion and  Analysis of Financial Condition and Results of Operation****s**
**Overview**

The Partnership’s operating results depend primarilyupon income from the rental operations of its industrial, office and retailproperties located in its primary markets. This income from rental operationsis substantially influenced by the supply and demand for the Partnership’srental space in its primary markets. In addition, the Partnership’s continuedgrowth is dependent upon its ability to maintain occupancy rates and increaserental rates of its in-service portfolio. The Partnership’s strategy for continuedgrowth also includes developing and acquiring additional rental properties inits primary markets and expanding into other attractive markets.

The Partnership tracks Same Property performance whichcompares those properties that were in-service for all of a two year period.The net operating income from the same property portfolio increased 6.4% forthe six months ended June 30, 2001, compared to the six months ended June 30,2000.

The following table sets forth information regarding thePartnership’s in-service portfolio of rental properties as of June 30, 2001 and2000 (in thousands, except percentages):
  Total Percent  of       Square  Feet Total  Square Feet Percent  Occupied      Type** ****2001** 2000** ****2001**** **2000** ****2001**** **2000  ****  ****  ****  **Industrial**      ** **   ** **   Service Centers** ****13,878** 12,962** ****13.70****%**13.52%**90.20****%**93.04% Bulk** ****62,274** 60,433** ****61.48****%**63.06%**92.83****%**92.41%               **Office**** ****22,687** 19,728** ****22.40****%**20.59%**88.49****%**92.74%              **Retail**** ****2,448** 2,708** ****2.42****%**2.83%**95.55****%**96.52%  ****  ****                     Total** ****101,287** 95,831** ****100.00****%**100.00%**91.56****%**92.68%  ****  ****      
The following table reflects the Partnership’sin-service portfolio lease expiration schedule as of June 30, 2001, by producttype indicating square footage and annualized net effective rents underexpiring leases (in thousands, except per square foot amounts):
  **Total**               **Portfolio** **Industrial** **Office** **Retail**   **** **** **** **** Year of Square Ann. Rent   Square Ann. Rent Square Ann. Rent Square Ann. Rent Expiration Feet Revenue Percent Feet Revenue Feet Revenue Feet Revenue           2001 4,715 $27,721 4%3,869 $17,455 823 $9,970 23 $296 2002 9,869 62,129 10%7,944 38,652 1,856 22,496 69 981 2003 10,372 68,679 11%8,260 41,430 1,997 25,825 115 1,424 2004 11,321 76,848 12%8,781 42,328 2,446 33,209 94 1,311 2005 13,420 94,488 14%10,257 49,675 2,881 41,968 282 2,845 2006 11,040 76,165 12%8,552 40,830 2,426 34,567 62 768 2007 5,632 39,257 6%4,596 24,529 981 14,052 55 676 2008 5,852 38,409 6%4,633 21,460 1,162 16,316 57 633 2009 6,268 38,474 6%5,125 21,984 1,060 15,279 83 1,211 2010 5,707 46,467 7%3,796 18,612 1,624 25,391 287 2,464 2011 and Thereafter 8,543 75,518 12%4,511 21,078 2,820 42,655 1,212 11,785            Total Leased 92,739 $644,155 100%70,324 $338,033 20,076 $281,728 2,339 $24,394            Total   Portfolio  Square Feet   101,287           76,152       22,687       2,448                       Annualized  net effective  rent per square foot           $6.95                 $4.81           $14.03           $10.43                     
 

The Partnership alsoexpects to realize growth in earnings from rental operations through (i) thedevelopment and acquisition of additional rental properties in its primarymarkets; (ii) the expansion into other attractive markets; and (iii) thecompletion of the 7.6 million square feet of properties under development bythe Partnership at June 30, 2001, over the next three quarters and thereafter.These properties under development should provide future earnings throughService Operations income upon sale or from rental operations growth for thePartnership as they are placed in service as follows (in thousands, exceptpercent leased and stabilized returns):
Anticipated         In-Service Square   Percent Project Stabilized Date Feet Leased Costs Return      Held For Rental:                   3rd Quarter 2001 2,089 27%  $115,958 11.4%4th Quarter 2001 1,930 21%83,354 11.5%1st  Quarter 2002 669 36%64,393 11.6%Thereafter 345 52%42,255 11.2%          5,033 27%$305,960 11.4%        Build-to-Suit for Sale:                   3rd Quarter 2001 931 100%$47,179   4th Quarter 2001 1,437 100%80,805   1st  Quarter 2002 -- - -   Thereafter 184 - 14,955             2,552 93%$142,939           Total 7,585 49%$448,899           
**Results of Operations**

Following is a summary of the Partnership’s operatingresults and property statistics for the three and six months ended June 30,2001 and 2000 (in thousands, except number of properties and per unit amounts):
  **Three Months Ended June 30,** **Six Months Ended June 30,**   **2001** 2000 **2001** 2000   ****  ****            Rental Operations revenue** ****$****181,768** $178,408** ****$****365,736** $353,142 Service Operations revenue** ****23,627** 25,041** ****45,949** 39,106 Earnings from Rental Operations** ****67,300** 56,079** ****132,716** 111,403 Earnings from Service Operations** ****9,227** 10,953** ****18,515** 16,329 Operating income** ****71,839** 62,522** ****142,516** 118,058 Net income available for common units** ****$****56,877** $52,402** ****$****124,282** $108,695 Weighted average common units outstanding** ****147,899** 145,719** ****147,569** 145,422 Weighted average common and dilutive potential common units **149,572** 147,181 **151,369** 146,754 Basic income per common unit** ****$****0.39** $0.36** ****$****0.84** $0.75 Diluted income per common unit** ****$****0.38** $0.36** ****$****0.83** $0.74           Number of in-service properties at end of period** ****905** 886** ****905** 886 In-service square footage at end of period** ****101,287** 95,831** ****101,287** 95,831 Under development square footage at end of period** ****7,585** 7,455** ****7,585** 7,455 
** **
****Comparison of Three Months Ended June 30, 2001 to ThreeMonths Ended June 30, 2000**

Rental Operations

Rental Operationsrevenue increased to $181.8 million from $178.4 million for the three monthsended June 30, 2001, compared to the same period in 2000 primarily due toequity in earnings of unconsolidated companies increasing from $4.2 million forthe three months ended June 30, 2000, to $7.3 million for the same period in2001. This increase is the result of the Partnership contributing $469 millionof property to a joint venture in October 2000. The Partnership holds a 50%interest in this venture. Additionally, the Partnership increased itsin-service portfolio from 886 properties at June 30, 2000, to 905 properties atJune 30, 2001. The following summary of the Partnership’s acquisition anddevelopment activity since January 1, 2000:
    **Square**   **Buildings** **Feet**   **** **** Properties owned as of:     January 1, 2000 865 92,502  Acquisitions 2 169   Developments placed in service 75 11,546   Dispositions (53)(6,586)  Contributions from  joint venture Partners 24 3,331             December 31, 2000 913 100,962  Acquisitions 5 258   Developments placed in service 27 4,301   Dispositions (40)(4,234)               June 30, 2001 905 101,287     
Rental, real estate anddepreciation and amortization expenses remained consistent during the threemonths ended June 30, 2000 and 2001, as the Partnership’s portfolio ofin-service property has not changed significantly over the past year.Additionally, the Partnership has placed a greater emphasis on cost cuttingmeasures within its in-service portfolio over the past year in an effort tocontrol operating expenses.

The $7.6 milliondecrease in interest expense is primarily attributable to lower outstandingbalances on the Partnership’s lines of credit associated with the financing ofthe Partnership’s investment and operating activities.

As a result of theabove-mentioned items, earnings from Rental Operations increased $11.2 millionfrom $56.1 million for the three months ended June 30, 2000, to $67.3 millionfor the three months ended June 30, 2001.

ServiceOperations

Service Operationsrevenues decreased by $1.4 million from $25.0 million for the three months endedJune 30, 2000, to $23.6 million for the three months ended June 30, 2001,primarily as a result of decreases in construction and development income fromthird party construction.

Service Operationsexpenses increased slightly for the three months ended June 30, 2001, comparedto the same period in 2000 as the Partnership has reduced overhead and employeerelated costs throughout 2001 in an effort to minimize the effects of decreasedconstruction and development activity.

As a result, earningsfrom Service Operations decreased from $11.0 million for the three months endedJune 30, 2000, to $9.2 million for the three months ended June 30, 2001.

OtherIncome and Expenses

The Partnership has adisposition strategy to pursue favorable opportunities to dispose of realestate assets that no longer meet long-term investment objectives of thePartnership, which resulted in net sales proceeds of $94.1 million and a netgain of $146,000 during the three months ended June 30, 2001. While thePartnership continues to pursue favorable disposition opportunities, specificbuildings were sold for minimal profits or losses in order to exit lessstrategic markets and less profitable sectors of larger markets.

Inconjunction with this disposition strategy, included in net real estateinvestments are 58 buildings with a net book value of $215.3 million which wereclassified as held for sale by the Partnership at June 30, 2001. ThePartnership expects to complete these and other dispositions and use theproceeds to fund future investments in real estate assets.

Net Income Available for Common Unitholders

Net income available for common unitholders for thethree months ended June 30, 2001, was $56.9 million compared to net incomeavailable for common unitholders of $52.4 million for the three months endedJune 30, 2000. This increase results primarily from the operating resultfluctuations in rental and service operations explained above.
****Comparison of Six Months Ended June 30, 2001 to Six MonthsEnded June 30, 2000**

Rental Operations

Rental Operationsrevenue increased to $365.7 million from $353.1 million for the six monthsended June 30, 2001, compared to the same period in 2000.  This increase is due to a $10.2 millionincrease in equity in earnings of unconsolidated companies attributable to thePartnership’s significant contribution of property to a 50% owned joint venturein October 2000 as discussed earlier in the analysis of the three month rentaloperations results.

Rental, real estate anddepreciation and amortization expenses remained consistent during the sixmonths ended June 30, 2000 and 2001, due to minor changes in the Partnership’sportfolio of in-service properties from 2000 and concentrated efforts by thePartnership to reduce operational expenses within its rental properties.

The $10.7 milliondecrease in interest expense is primarily attributable to lower outstandingdebt balances on the Partnership’s lines of credit associated with thefinancing of the Partnership’s investment and operating activities.

As a result of theabove-mentioned items, earnings from Rental Operations increased $21.3 millionfrom $111.4 million for the six months ended June 30, 2000, to $132.7 millionfor the six months ended June 30, 2001.

ServiceOperations

Service Operationsrevenues increased by $6.8 million from $39.1 million for the six months endedJune 30, 2000, to $45.9 million for the six months ended June 30, 2001,primarily as a result of increases in construction and development income fromthird party construction.

Service Operationsoperating expenses increased from $22.8 million for the six months ended June30, 2000, to $27.4 million for the six months ended June 30, 2001, primarilydue to the overall growth of the Partnership and the increased portfolio ofbuildings associated with this growth.

As a result, earningsfrom Service Operations increased from $16.3 million for the six months endedJune 30, 2000, to $18.5 million for the six months ended June 30, 2001.

OtherIncome and Expenses

The Partnership has adisposition strategy to pursue favorable opportunities to dispose of realestate assets that no longer meet long-term investment objectives of thePartnership, which resulted in net sales proceeds of $187.6 million and a netgain of $12.7 million during the six months ended June 30, 2001.

Net Income Available for Common Unitholders

Net income available for common unitholders for the sixmonths ended June 30, 2001, was $124.3 million compared to net income availablefor common unitholders of $108.7 million for the six months ended June 30,2000. This increase results primarily from the operating result fluctuations inrental and service operations explained above.

**Liquidity and Capital Resources**

Net cash provided by operating activities totaling$219.1 million and $174.6 million for the six months ended June 30, 2001 and2000, respectively, represents the primary source of liquidity to funddistributions to unitholders, unitholders and the other minority interests andto fund recurring costs associated with the renovation and re-letting of thePartnership’s properties.

Net cash used byinvesting activities totaling $22.3 million and $258.5 million for the sixmonths ended June 30, 2001 and 2000, respectively, represents the investment offunds by the Partnership to expand its portfolio of rental properties throughthe development and acquisition of additional rental properties net of proceedsreceived from property sales.

Net cash provided by(used for) financing activities totaling ($136.1) million and $106.8 millionfor the six months ended June 30, 2001 and 2000, respectively, is comprised ofcontributions for the General Partner’s debt and equity issuances, net ofdistributions to unitholders and minority interests and repayments ofoutstanding indebtedness. In the first six months of 2001, the Partnershipreceived $30.6 million of net proceeds from the General Partner’s issuance ofcommon shares and $72.3 million of net proceeds from the General Partner’sissuance of preferred shares. Additionally, the Partnership received $175.0million of proceeds from the issuance of unsecured debt. All proceeds were usedto reduce amounts outstanding under the Partnership’s lines of credit and tofund the development and acquisition of additional rental properties.

In the first six months of 2000, the Partnershipreceived $13.9 million of net proceeds from the General Partner’s issuance ofcommon shares which was used to reduce amounts outstanding under thePartnership’s lines of credit and to fund the development and acquisition ofadditional rental properties.

ThePartnership has the following lines of credit available:
  Borrowing     Outstanding   Capacity Maturity Interest at  June 30, 2001 Description (in  000’s) Date Rate (in  000’s)      Unsecured Line of Credit $500,000 February 2004 LIBOR + .65%  $0 Unsecured Line of  Credit 150,000 July 2002 LIBOR + .675%  $0 Secured Line of Credit 150,000 January 2003 LIBOR + 1.05%  $68,409 
The lines of credit areused to fund development and acquisition of additional rental properties and toprovide working capital.

The$500 million line of credit allows the Partnership an option to obtainborrowings from the financial institutions that participate in the line ofcredit at rates lower than the stated interest rate, subject to certainrestrictions.

ThePartnership renewed its $150 million unsecured line of credit, reducing theinterest rate from LIBOR + .775% to LIBOR + .675% and extended the maturitydate to July 2002.

TheGeneral Partner and the Partnership currently have on file one Form S-3Registration Statement with the Securities and Exchange Commission (“ShelfRegistration”) which had remaining availability as of June 30, 2001, ofapproximately $692.9 million to issue common stock, preferred stock orunsecured debt securities. The General Partner and the Partnership intend toissue additional equity or debt under this Shelf Registration as capital needsarise to fund the development and acquisition of additional rental properties. TheGeneral Partner and the Partnership also plan to file additional shelfregistrations as necessary.

Thetotal debt outstanding at June 30, 2001, consists of notes totalingapproximately $1.9 billion with a weighted average interest rate of 7.16%maturing at various dates through 2028. The Partnership has $1.5 billion ofunsecured debt and $442.3 million of secured debt outstanding at June 30, 2001.Scheduled principal amortization of such debt totaled $4.9 million for the sixmonths ended June 30, 2001.

Followingis a summary of the scheduled future amortization and maturities of thePartnership’s indebtedness at June 30, 2001 (in thousands):
  Future  Repayments      Weighted  Average   Scheduled     Interest  Rate of Year Amortization Maturities Total Future  Repayments                2001 $5,565 $162,279 $167,844 7.24%2002 11,095 50,000 61,095 7.29%2003 10,931 349,622 360,553 7.23%2004 9,212 176,186 185,398 7.39%2005 7,824 219,642 227,466 7.17%2006 6,730 146,179 152,909 7.09%2007 4,910 116,554 121,464 7.09%2008 3,605 100,000 103,605 6.75%2009 3,863 275,000 278,863 7.31%2010 4,190 - 4,190 6.79%Thereafter 15,383 225,000 240,383 6.90%       Total $83,308 $1,820,462 $1,903,770 7.16%       
** **

**Funds From Operations**

Management believes thatFunds From Operations (“FFO”), which is defined by the National Association ofReal Estate Investment Trusts as net income or loss excluding gains or lossesfrom debt restructuring and sales of depreciated operating property, plusoperating depreciation and amortization, and adjustments for minority interestand unconsolidated companies (adjustments for minority interest andunconsolidated companies are calculated to reflect FFO on the same basis), isthe industry standard for reporting the operations of real estate investmenttrusts.

The following table reflects the calculation of thePartnership’s FFO for the three and six months ended June 30 as follows (inthousands):
  Three  Months Ended June 30, Six  Months Ended June 30,   **2001** 2000 **2001** 2000   ****  ****            Net income available for common units **$****56,877** $52,402** ****$****124,282** $108,695 Add back:          Depreciation and amortization **37,995** 38,748** ****78,309** 78,115  Share of joint venture adjustments **4,276** 1,633** ****5,413** 3,050  (Earnings  loss from depreciated operating property dispositions) **2,497**    (2,090)**(9,343****)**(12,748)   ****  ****  **Funds From Operations** **$****101,645** $90,693 **$****198,661**** **$177,112   ****  ****  **Cash flow provided by (used by):**      ** **   Operating activities **$****125,666** $75,441 **$****219,119**** **$174,565  Investing activities **21,077** (76,412)**(22,318****)**(258,468) Financing activities **(85,940**)4,518 **(136,132****)**106,792 
The increase in FFO for the three and six months endedJune 30, 2001, compared to the three and six months ended June 30, 2000,results primarily from the increases in rental operations discussed above under“Results of Operations.”

While management believes that FFO is the most relevantand widely used measure of the Partnership’s operating performance, such amountdoes not represent cash flow from operations as defined by generally acceptedaccounting principles, should not be considered as an alternative to net incomeas an indicator of the Partnership’s operating performance, and is notindicative of cash available to fund all cash flow needs.

**Part II - Other Information**

Item 1.  Legal Proceedings

None

Item 2.  Changes in Securities

None

Item 3.  Defaults upon Senior Securities

None

Item4.  Submission of Matters to a Vote ofSecurity Holders

Atthe annual meeting of the shareholders of the General Partner, holders of118,92,753 common shares were represented in person or by proxy at saidmeeting, there were 128,294,812 common shares which could be voted at saidmeeting and that the votes were as follows:
1.Regarding  the proposal to elect five (5) Directors of the General Partner:    **FOR****AGAINST**          Geoffrey  Button115,558,6863,364,063  William  Cavanaugh III113,524,4545,398,294  Ngaire  E. Cuneo113,504,6495,418,099  Charles  R. Eitel115,553,0653,369,683  Darell  E. Zink, Jr.115,538,9373,383,811 
 
2.Regarding  the proposal to approve the 2000 Performance Share Plan of Duke-Weeks Realty  Limited Partnership    **FOR****AGAINST****ABSTAIN** ************     115,241,6363,147,901509,925
 
3.Regarding  the proposal to approve an amendment to the 1995 Dividend Increase Share Plan  of Duke-Weeks Realty Services Limited Partnership authorizing the issuance of  an additional 1,000,000 shares of the General Partner’s common stock under  the Plan.    **FOR****AGAINST****ABSTAIN** ************     115,745,3972,756,701402,473
 
4.Regarding  the proposal to approve the amendment to the 1999 Director’s Stock Option and  Dividend Increase Share Plan of The General Partner.    **FOR****AGAINST****ABSTAIN** ************     109,622,2328,652,291629,306
 
5.To  consider and act upon a proposal by a shareholder requesting that the Board  of Directors of the General Partner repeal the Shareholders Rights Plan  unless such Plan is approved by the shareholders.    **FOR****AGAINST****ABSTAIN** ************     50,702,99648,744,7771,649,859   
Item 5.  Other Information

When used in this Form10-Q, the words “believes,” “expects,” “estimates” and similar expressions areintended to identify forward-looking statements. Such statements are subject tocertain risks and uncertainties which could cause actual results to differmaterially. In particular, among the factors that could cause actual results todiffer materially are continued qualification as a real estate investmenttrust, general business and economic conditions, competition, increases in realestate construction costs, interest rates, accessibility of debt and equitycapital markets and other risks inherent in the real estate business includingtenant defaults, potential liability relating to environmental matters andilliquidity of real estate investments. Readers are cautioned not to placeundue reliance on these forward-looking statements, which speak only as of thedate hereof. The Partnership undertakes no obligation to publicly release theresults of any revisions to these forward-looking statements which may be madeto reflect events or circumstances after the date hereof or to reflect theoccurrence of unanticipated events. Readers are also advised to refer to thePartnership’s Form 8-K Report as filed with the U.S. Securities and ExchangeCommission on March 28, 1996 for additional information concerning these risks.

Item 6.  Exhibits and Reports on Form 8-K

Exhibits

Exhibit15.           Letter regarding unaudited interim financial information

Reportson Form 8-K

None.

**SIGNATURES**

Pursuantto the requirements of the Securities Exchange Act of 1934, the registrant hasduly caused this report to be signed on its behalf by the undersigned thereuntoduly authorized.
 DUKE-WEEKS  REALTY LIMITED PARTNERSHIP       Registrant     Date:  August 13, 2001/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     (Chief Accounting Officer)
 ****