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     March 31, 2000
                                        --------------
                                    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 April 30, 2000
was 19,187,880.

                   DUKE-WEEKS REALTY LIMITED PARTNERSHIP

                                   INDEX

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

     Condensed Consolidated Balance Sheets as of
       March 31, 2000 (Unaudited) and December 31, 1999            2

     Condensed Consolidated Statements of Operations for the
       three months ended March 31, 2000 and 1999
       (Unaudited)                                                 3

     Condensed Consolidated Statements of Cash Flows for the
       three months ended March 31, 2000  and 1999 (Unaudited)     4

     Condensed Consolidated Statement of Partners' Equity for
       the three months ended March 31, 2000 (Unaudited)           5

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

     Independent Accountants' Review Report                        12

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS                     13-18

PART II - OTHER INFORMATION
---------------------------

     Item 1.   Legal Proceedings                                  19
     Item 2.   Changes in Securities                              19
     Item 3.   Defaults Upon Senior Securities                    19
     Item 4.   Submission of Matters to a Vote of
                Security Holders                                  19
     Item 5.   Other Information                                  19
     Item 6.   Exhibits and Reports on Form 8-K                   19

Signatures                                                        20

Exhibits

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


          DUKE-WEEKS REALTY LIMITED PARTNERSHIP AND SUBSIDIARIES

                   CONDENSED CONSOLIDATED BALANCE SHEETS
                              (IN THOUSANDS)
<TABLE>
<CAPTION>
                                              March 31,  December 31,
                                                2000        1999
                                              ---------  -----------
  ASSETS                                  (UNAUDITED)
  ------
  <S>                                       <C>          <C>
  Real estate investments:
     Land and improvements                  $   610,651  $   602,789
     Buildings and tenant improvements        4,149,512    4,124,117
     Construction in progress                   353,624      327,944
      Investments in unconsolidated
       companies                                150,266      145,587
      Land held for development                 257,919      246,533
                                              ---------    ---------
                                              5,521,972    5,446,970
     Accumulated depreciation                  (278,164)    (254,574)
                                              ---------    ---------
        Net real estate investments           5,243,808    5,192,396

     Cash                                        37,856       18,514
     Accounts receivable, net of allowance
      of $1,678 and $1,775                       17,393       26,844
     Accrued straight-line rent receivable,
      net of allowance of $841                   31,345       29,770
     Receivables on construction contracts       32,535       29,537
     Deferred financing costs, net of
      accumulated amortization of $9,834
      and $9,082                                 16,068       16,571
     Deferred leasing and other costs,
      net of accumulated amortization
      of $24,080 and $21,287                     89,536       83,153
     Escrow deposits and other assets           178,803       90,499
                                              ---------    ---------
                                             $5,647,344   $5,487,284
                                              =========    =========
       LIABILITIES AND PARTNERS' EQUITY
       --------------------------------
     Indebtedness:
        Secured debt                         $  541,685   $  528,665
        Unsecured notes                       1,326,762    1,326,811
        Unsecured line of credit                408,000      258,000
                                              ---------    ---------
                                              2,276,447    2,113,476

     Construction payables and amounts
      due subcontractors                         73,166       89,985
     Accounts payable                             2,608        3,179
     Accrued expenses:
        Accrued real estate taxes                54,884       47,604
        Accrued interest                         19,913       20,658
        Other accrued expenses                   30,069       41,836
     Other liabilities                           32,009       30,541
     Tenant security deposits and
      prepaid rents                              38,797       36,156
                                              ---------    ---------
         Total liabilities                    2,527,893    2,383,435
                                              ---------    ---------

     Minority interest                            2,287        1,860
                                              ---------    ---------
     Partners' equity:
      General partner
       Common equity                          2,094,226    2,082,720
      Preferred equity (liquidation
       preference of $609,883)                  587,270      587,385
                                              ---------    ---------
                                              2,681,496    2,670,105
      Limited partners' common equity           332,713      328,929
      Limited partners' preferred equity        102,955      102,955
                                              ---------    ---------
           Total partners' equity             3,117,164    3,101,989
                                              ---------    ---------
                                             $5,647,344   $5,487,284
                                              =========    =========
     </TABLE>

       See accompanying Notes to Consolidated Financial Statements.
                                   - 2 -

     <PAGE>

          DUKE-WEEKS REALTY LIMITED PARTNERSHIP AND SUBSIDIARIES
              CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                   FOR THE THREE MONTHS ENDED MARCH 31,
                  (IN THOUSANDS, EXCEPT PER UNIT AMOUNTS)
                                (UNAUDITED)

<TABLE>
<CAPTION>

                                         2000        1999
                                        ------      ------
     <S>                             <C>         <C>
     RENTAL OPERATIONS:
      Revenues:
        Rental income                 $171,910    $ 99,479
        Equity in earnings of
         unconsolidated companies        2,824       2,508
                                       -------     -------
                                       174,734     101,987
                                       -------     -------
      Operating expenses:
        Rental expenses                 28,842      18,626
        Real estate taxes               18,520      10,817
        Interest expense                32,681      15,991
        Depreciation and amortization   39,779      20,454
                                       -------     -------
                                       119,822      65,888
                                       -------     -------
           Earnings from rental
            operations                  54,912      36,099
                                       -------     -------

     SERVICE OPERATIONS:
      Revenues:
        Property management,
         maintenance and
         leasing fees                    5,683       3,626
        Construction and development
         activity income                 7,548       8,347
        Other income                       834         294
                                       -------     -------
                                        14,065      12,267
                                       -------     -------
      Operating expenses                 8,689       7,231
                                       -------     -------
          Earnings from service
           operations                    5,376       5,036
                                       -------     -------
     General and administrative
      expenses                          (5,164)     (3,615)
                                       -------     -------
          Operating income              55,124      37,520

     OTHER INCOME (EXPENSE):
      Interest income                    1,620         599
      Other expense                       (122)       (232)
      Earnings from land and
       depreciated property sales       14,686       2,314
      Minority interest in earnings
       of subsidiaries                    (661)       (430)
                                       -------     -------
          Net income                    70,647      39,771
      Dividends on preferred units     (14,354)     (8,842)
                                       -------     -------
      Net income available for
       common unitholders             $ 56,293    $ 30,929
                                       =======     =======
     Net income per common unit:
      Basic                           $    .39    $    .32
                                       =======     =======
      Diluted                         $    .39    $    .32
                                       =======     =======
     Weighted average number
      of common units outstanding      145,125      97,198
                                       =======     =======
     Weighted average number of
      common and dilutive
      potential common units           146,326      98,094
                                       =======     =======
     </TABLE>

       See accompanying Notes to Consolidated Financial Statements.
                                   - 3 -

<PAGE>
          DUKE-WEEKS REALTY LIMITED PARTNERSHIP AND SUBSIDIARIES
              CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                   FOR THE THREE MONTHS ENDED MARCH 31,
                              (IN THOUSANDS)
                                (UNAUDITED)

<TABLE>
<CAPTION>
                                                2000      1999
                                                ----      ----
<S>                                            <C>        <C>
Cash flows from operating activities:
  Net income                                   $ 70,647    $ 39,771
   Adjustments to reconcile net income to net
     cash provided by operating activities:
   Depreciation of buildings and tenant
    improvements                                 35,714      18,260
   Amortization of deferred leasing
    and other costs                               4,065       2,194
   Amortization of deferred financing costs         678         356
   Minority interest in earnings                    661         430
   Straight-line rent adjustment                 (3,676)     (1,770)
   Earnings from land and depreciated
    property sales                              (14,686)     (2,314)
   Construction contracts, net                  (19,817)    (34,091)
   Other accrued revenues and expenses, net       3,640       9,253
   Equity in earnings in (excess)/shortfall
    of distributions received from
    unconsolidated companies                        168        (21)
                                                -------    -------
     NET CASH PROVIDED BY
      OPERATING ACTIVITIES                       77,394     32,068
                                                -------    -------
Cash flows from investing activities:
  Rental property development costs            (168,411)   (67,163)
  Acquisition of real estate investments              -    (54,854)
  Acquisition of undeveloped land and
   infrastructure costs                         (21,082)   (47,809)
  Recurring tenant improvements                  (7,411)    (3,148)
  Recurring leasing costs                        (5,387)    (2,706)
  Recurring building improvements                (1,351)      (259)
  Other deferred leasing costs                  (10,027)    (3,288)
  Other deferred costs and other assets          (3,762)    (4,654)
  Proceeds from land and depreciated
   property sales, net                          163,783      8,003
  Tax deferred exchange escrow, net             (97,558)         -
  Distributions received from
   unconsolidated companies                           -     16,802
  Net investment in and advances to
   unconsolidated companies                      (9,120)    (7,993)
                                                -------    -------
     NET CASH USED BY INVESTING ACTIVITIES     (160,326)  (167,069)
                                                -------    -------
Cash flows from financing activities:
  Contributions from general partner             10,317    110,376
  Proceeds from indebtedness                     18,741    125,000
  Payments on indebtedness including
   principal amortization                        (5,383)    (1,873)
  Borrowings/(repayments) on lines of
   credit, net                                  150,000    (26,000)
  Distributions to partners                     (56,561)   (33,032)
  Distributions to preferred unitholders        (14,354)    (8,842)
  Distributions to minority interest               (117)      (296)
  Deferred financing costs                         (369)    (1,977)
                                                -------    -------
     NET CASH PROVIDED BY FINANCING
      ACTIVITIES                                102,274    163,356
                                                -------    -------
     NET INCREASE IN CASH
      AND CASH EQUIVALENTS                       19,342     28,355

Cash and cash equivalents at
 beginning of period                             18,514      6,626
                                                -------    -------
Cash and cash equivalents at
 end of period                                 $ 37,856   $ 34,981
                                                =======    =======
Other non-cash items:
 Assumption of debt for real
  estate acquisitions                          $      -   $  9,116
                                                =======    =======
 Conversion of Limited Partner
  Units to shares                              $    102   $    507
                                                =======    =======
 Issuance of Limited Partner
  Units for real
  estate acquisitions                          $  3,937   $    715
                                                =======    =======
</TABLE>


       See accompanying Notes to Consolidated Financial Statements.
                                   - 4 -

<PAGE>

          DUKE-WEEKS REALTY LIMITED PARTNERSHIP AND SUBSIDIARIES

           CONDENSED CONSOLIDATED STATEMENT OF PARTNERS' EQUITY
                 FOR THE THREE MONTHS ENDED MARCH 31, 2000
                              (IN THOUSANDS)
                                (UNAUDITED)
<TABLE>
<CAPTION>
                          General Partner      Limited    Limited
                      ----------------------   Partners'  Partners'
                      Common       Preferred   Common     Preferred
                      Equity       Equity      Equity     Equity     Total
                      -------      ---------   ---------  ---------  ------
<S>                   <C>          <C>         <C>        <C>        <C>
BALANCE AT
 DECEMBER 31, 1999    $2,082,720   $ 587,385   $328,929   $102,955   $3,101,989

 Net income               48,858      12,252      7,435      2,102       70,647

 Capital contribution
  from (repayments to)
  General Partner         11,639        (115)         -          -       11,524

 Acquisition of partner-
 ship interest for
 common stock of
 General Partner             102           -       (120)         -          (18)

 Acquisition of property
  in exchange for
  Limited Partner Units        -           -      3,937          -        3,937

 Distributions to
  preferred unitholders        -     (12,252)         -     (2,102)     (14,354)

 Distributions to
  partners ($.39 per
  Common Unit)           (49,093)          -     (7,468)         -      (56,561)
                       ---------     -------    -------    -------    ---------
BALANCE AT MARCH
 31, 2000             $2,094,226    $587,270   $332,713   $102,955   $3,117,164
                       =========     =======    =======    =======    =========
COMMON UNITS
 OUTSTANDING AT
 MARCH 31, 2000          126,463                 19,188                 145,651
                       =========                =======               =========
</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

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

  THE  PARTNERSHIP

  The Partnership was formed on October 4, 1993,  when
  the  General  Partner contributed all of its properties and  related
  assets and liabilities along with the net proceeds from the issuance
  of an additional 14,000,833 units through a common stock offering to
  the  Partnership.  Simultaneously,  the  Partnership  completed  the
  acquisition  of  Duke  Associates, a  full-service  commercial  real
  estate firm operating in the Midwest. The General Partner was formed
  in  1985  and  qualifies  as a real estate  investment  trust  under
  provisions of the Internal Revenue Code. The General Partner is  the
  sole  general  partner  of the Partnership and  owns  86.8%  of  the
  Partnership  at  March 31, 2000. The remaining  limited  partnership
  interest  ("Limited  Partner Units") (together  with  the  units  of
  general partner interests, the ("Common Units")) are mainly owned by
  the  previous partners of Duke Associates. The Limited Partner Units
  are exchangeable for units of the General Partner's common stock  on
  a  one-for-one basis subject generally to a one-year holding period.
  The  General Partner periodically acquires a portion of the minority
  interest in the Partnership through the issuance of units of  common
  stock  for  a  like number of Common Units. The acquisition  of  the
  minority  interest is accounted for under the purchase  method  with
  assets  acquired recorded at the fair market value  of  the  General
  Partner's common stock on the date of acquisition.

  The  service  operations are conducted through Duke Realty  Services
  Limited  Partnership and Duke Construction Limited  Partnership,  in
  which  the  Partnership has an 89% profits interest  (after  certain
  preferred  returns  on  partners' capital  accounts)  and  effective
  control  of  their operations. 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.

                                   - 6 -
                   DUKE-WEEKS REALTY LIMITED PARTNERSHIP
           NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                (Unaudited)

2. LINES OF CREDIT

  The  Partnership has the following lines of credit available  (in
  thousands):
                                                                   Outstanding
                            Borrowing   Maturity    Interest       at March
  Description               Capacity    Date        Rate           31, 2000
  ------------------------  ---------   ----------  ------------   ----------
  Unsecured Line of Credit  $450,000    April 2001  LIBOR + .70%   $408,000
  Unsecured Line of Credit   300,000    April 2001  LIBOR + .90%          -
  Secured Line of Credit     150,000    Jan. 2003   LIBOR + 1.05%    18,741

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

  The  $450 million line of credit allows the Partnership an option
  to   obtain  borrowings  from  the  financial  institutions  that
  participate in the line of credit at rates lower than the  stated
  interest   rate,   subject  to  certain   restrictions.   Amounts
  outstanding on the line of credit at March 31, 2000 are at  LIBOR
  + .58% to .70%.

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  $536,000  and
  $972,000  for such services for the three months ended March  31,
  2000  and  1999, 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.

  At  March  31,  2000,  other  assets  included  outstanding  loan
  advances totaling $2.4 million due from a related party, under  a
  $5.7  million demand loan agreement. The loan bears  interest  at
  LIBOR plus 2.10% and is secured by real estate assets held by the
  related  entity,  for which the Partnership has  arrangements  to
  acquire  in  future periods. Interest earned under the  agreement
  and   included   in   the  accompanying  condensed   consolidated
  statements  of  operations totaled $70,934 in  the  three  months
  ended March 31, 2000.

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>

                   DUKE-WEEKS REALTY LIMITED PARTNERSHIP
           NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                (UNAUDITED)

  The  following  table  reconciles  the  components  of  basic  and
  diluted  net  income  per common unit for the three  months  ended
  March 31:

                                             2000      1999
                                           ------    ------
  Basic net income available for
   common units                           $ 56,293   $30,929
                                           =======    ======
  Weighted average common units
   outstanding                             145,125    97,198
  Dilutive units for long-term
   compensation plans                        1,201       896
                                           -------    ------
  Weighted average number of
   common units and dilutive
   potential common units                  146,326    98,094
                                           =======    ======

  The  Preferred  D  Series  Convertible  equity  and  Preferred   G
  Convertible  units  were both anti-dilutive  at  March  31,  2000;
  therefore,  no conversion to common units is included in  weighted
  units outstanding.

5. SEGMENT REPORTING

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

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

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

  The  revenues and FFO for each of the reportable segments for the
  three  months  ended March 31, 2000 and 1999 and the  assets  for
  each of the reportable segments as of March 31, 2000 and December
  31, 1999 are summarized as follows:


                                   - 8 -

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

                             THREE MONTHS ENDED MARCH 31
                                  2000         1999
                                  ----         ----
  <S>                          <C>        <C>
   Revenues
   --------
    Rental Operations:
    Office                      $ 81,215  $ 60,443
    Industrial                    84,058    33,046
    Retail                         7,224     5,932
    Service Operations            14,065    12,267
                                 -------   -------
    Total Segment Revenues       186,562   111,688
    Non-Segment Revenue            2,237     2,566
                                 -------   -------
    Consolidated Revenue        $188,799  $114,254
                                 =======   =======
   Funds From Operations
   ---------------------
    Rental Operations:
    Office                      $ 55,161  $ 41,084
    Industrial                    65,655    24,863
    Retail                         5,650     4,661
    Service Operations             5,376     5,036
                                 -------   -------
    Total Segment FFO            131,842    75,644

    Non-Segment FFO:
    Interest expense             (32,681)  (15,991)
    Interest income                1,620       599
    General and administrative
     expense                      (5,164)   (3,615)
    Gain on land sales             3,616         -
    Other expenses                (2,087)     (803)
    Minority interest in earnings
     of subsidiaries                (661)     (430)
    Joint venture FFO              4,288     4,022
    Dividends on preferred units (14,354)   (8,842)
                                 -------   -------
         Consolidated FFO         86,419    50,584
                                 -------   -------
    Depreciation and
     amortization                (39,779)  (20,454)
    Share of joint venture
     adjustments                  (1,417)   (1,515)
    Earnings from depreciated
     property sales               11,070     2,314
                                 -------   -------
     Net Income Available for
      Common Unitholders        $ 56,293  $ 30,929
                                 =======   =======
</TABLE>
<TABLE>
<CAPTION>

                                 MARCH 31,    DECEMBER 31,
                                   2000           1999
                                  ---------   ------------
    <S>                         <C>           <C>
    Assets
    ------
     Rental Operations:
      Office                    $2,294,903    $2,252,795
      Industrial                 2,749,642     2,707,028
      Retail                       210,040       205,993
     Service Operations             70,210        62,335
                                 ---------     ---------
      Total Non-Segment Assets   5,324,795     5,228,151
     Non-Segment Assets            322,549       259,133
                                 ---------     ---------
      Consolidated Assets       $5,647,344    $5,487,284
                                 =========     =========
  </TABLE>

6.  PARTNERS' EQUITY

  The  following  series of preferred equity are outstanding  as  of
  March 31, 2000 (in thousands, except percentages):
  <TABLE>
  <CAPTION>


                   Units       Dividend  Redemption     Liquidation
Description        Outstanding Rate      Date           Preference  Convertible
------------------ ----------- --------- -------------  ----------- -----------
<S>                 <C>        <C>       <C>             <C>           <C>
Preferred A Series    300       9.100%   August 31, 2001  $   75,000     No
Preferred B Series    300       7.990%   Sept. 30, 2007      150,000     No
Preferred D Series    539       7.375%   Dec. 31, 2003       134,883    Yes
Preferred E Series    400       8.250%   Jan. 20, 2004       100,000     No
Preferred F Series    600       8.000%   Oct. 10, 2002       150,000     No
</TABLE>

                                   - 9 -

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

  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.

7. MERGER WITH WEEKS CORPORATION

  In  July  1999, the General Partner and Weeks Corporation  ("Weeks")
  approved  a  merger  transaction whereby Weeks, a self-administered,
  self-managed  geographically focused Real  Estate  Investment  Trust
  ("REIT") which operated primarily in the southeastern United  States
  and its consolidated subsidiary, Weeks Realty L.P. ("Weeks Operating
  Partnership"), were merged with and into the General Partner and its
  consolidated  subsidiary,  Duke Realty  Limited  Partnership  ("Duke
  Operating Partnership"). The total purchase price of Weeks and Weeks
  Operating  Partnership aggregated approximately $1.9 billion,  which
  included  the assumption of the outstanding debt and liabilities  of
  Weeks Operating Partnership of approximately $775 million.

  The   following   summarized  pro  forma   unaudited   information
  represents  the  combined historical operating  results  of  Weeks
  Operating  Partnership  and Duke Operating  Partnership  with  the
  appropriate purchase accounting adjustments, assuming  the  merger
  had   occurred  on  January  1,  1999.  The  pro  forma  financial
  information  presented is not necessarily indicative of  what  the
  Partnership's actual operating results would have been  had  Weeks
  Operating  Partnership and Duke Operating Partnership  constituted
  a  single  entity  during such periods (in thousands,  except  per
  unit amounts):

  <TABLE>
  <CAPTION>

                                                        Three Months Ended
                                                             March 31,
                                                        ------------------
                                                          2000       1999
                                                          ----       ----
                                                        (ACTUAL) (Pro Forma)
  <S>                                                   <C>       <C>
  Rental Income                                         $171,910  $144,274
                                                         =======   =======
  Net earnings attributable to Common Units             $ 48,859  $ 37,474
                                                         =======   =======
  Weighted average Common Units outstanding:
   Basic                                                 126,070   113,595
                                                         =======   =======
   Diluted                                               146,326   135,598
                                                         =======   =======
  Earnings attributable to Common Units:
   Basic                                                $    .39  $    .33
                                                         =======   =======
   Diluted                                              $    .39  $    .33
                                                         =======   =======
</TABLE>

                                  - 10 -

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

8. OTHER MATTERS

  ACCOUNTING CHANGES

  In  June  1998,  the Financial Accounting Standards  Board  issued
  Statement No. 133, "Accounting for Derivative Instruments and  for
  Hedging  Activities," effective for fiscal years  beginning  after
  June  15,  2000.  The  statement will require the  Partnership  to
  recognize  all  derivatives on the balance sheet  at  fair  value.
  Derivatives  that are not hedges must be adjusted  to  fair  value
  through  income. If the derivative is a hedge, then  depending  on
  the nature of the hedge, changes in the fair value will either  be
  offset  through  earnings, against the change  in  fair  value  of
  hedged  assets, liabilities or firm commitments of  recognized  in
  other comprehensive income until the hedged item is recognized  in
  earnings.  The  ineffective portion of a hedge's  change  in  fair
  value  will  be immediately recognized in earnings. Based  on  the
  information  available  at  this  time,  the  adoption   of   this
  statement  is  not  expected to have  a  material  impact  on  the
  Partnership's financial statements.

  RECLASSIFICATIONS

  Certain 1999 balances have  been  reclassified to conform to 2000
  presentation.

9. SUBSEQUENT EVENTS

  The  Board  of  Directors  of the General  Partner  declared  the
  following distributions on April 26, 2000:

                    QUARTERLY
  CLASS             AMOUNT/UNIT     RECORD DATE      PAYMENT DATE
  -------------     ------------    -----------      ------------
  Common            $   0.39        May 15, 2000     May 31, 2000
  Preferred:
  Series A          $0.56875        May 17, 2000     May 31, 2000
  Series B          $0.99875        June 16, 2000    June 30, 2000
  Series D          $0.46094        June 16, 2000    June 30, 2000
  Series E          $0.51563        June 16, 2000    June 30, 2000
  Series F          $0.50000        July 17, 2000    July 31, 2000



                                  - 11 -
  <PAGE>
  INDEPENDENT ACCOUNTANTS' REVIEW REPORT

  The Partners
  DUKE-WEEKS REALTY LIMITED PARTNERSHIP:

  We have reviewed the condensed consolidated balance sheet of Duke-
  Weeks Realty Limited Partnership and subsidiaries as of March 31,
  2000, the related condensed consolidated statements of operations
  for  the  three months ended March 31, 2000 and 1999, the related
  condensed  consolidated statements of cash flows  for  the  three
  months  ended March 31, 2000 and 1999, and the related  condensed
  consolidated  statement of partners' equity for the three  months
  ended  March  31,  2000.  These condensed consolidated  financial
  statements   are   the   responsibility  of   the   Partnership's
  management.

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

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

  We have previously audited, in accordance with generally accepted
  auditing  standards, the consolidated balance sheet of Duke-Weeks
  Realty  Limited Partnership and subsidiaries as of  December  31,
  1999,  and  the  related consolidated statements  of  operations,
  partners'  equity  and cash flows for the year  then  ended  (not
  presented herein); and in our report dated January 25,  2000,  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,  1999  is  fairly  presented, in all  material  respects,  in
  relation to the consolidated balance sheet from which it has been
  derived.



  KPMG LLP
  Indianapolis, Indiana
  April 26, 2000

                                  - 12 -

  <PAGE>


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

  OVERVIEW

  The  Partnership's operating results depend primarily upon income
  from  the rental operations of its industrial, office and  retail
  properties  located  in  its primary markets.  This  income  from
  rental  operations is substantially influenced by the supply  and
  demand for the Partnership's rental space in its primary markets.
  In addition, the Partnership's continued growth is dependent upon
  its ability to maintain occupancy rates and increase rental rates
  of  its  in-service  portfolio and to  continue  development  and
  acquisition of additional rental properties.

  The  Partnership's primary markets have continued to offer strong
  and  stable  local  economies and have  provided  attractive  new
  development    opportunities   because   of   their   established
  manufacturing base, skilled work force and moderate labor  costs.
  The  Partnership  expects  to continue to  maintain  its  overall
  occupancy  levels and also expects to be able to maintain  rental
  rates  as  leases  are renewed or new leases are  executed.  This
  combination   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.

  The Partnership tracks Same Property performance which compares those
  propeties that were in-service for all of a two year period. The net
  operating income from the same property portfolio increased 5.62% for
  the three months ended March 31, 2000 compared to the three months
  ended March 31, 1999.

  The   following  table  sets  forth  information  regarding   the
  Partnership's  in-service portfolio of rental  properties  as  of
  March 31, 2000 and 1999 (in thousands, except percentages):
   <TABLE>
   <CAPTION>

                        Total            Percent of
                     Square Feet      Total Square Feet     Percent Occupied
                  -----------------   -----------------     ----------------
  Type            2000        1999    2000        1999      2000       1999
  ----            ----        ----    ----        ----      ----       ----
<S>               <C>      <C>        <C>         <C>       <C>        <C>
Industrial
 Service Centers  12,870     6,771     14.0%       12.2%     93.1%     92.2%
 Bulk             57,749    32,296     62.7%       58.2%     90.5%     94.4%
Office
 Suburban         17,982    13,258     19.5%       23.9%     90.9%     95.0%
 CBD                 861       861       .9%        1.6%     93.6%     93.9%
Retail             2,703     2,287      2.9%        4.1%     96.5%     93.8%
                  ------    ------    ------      ------
 Total            92,165    55,473    100.0%      100.0%     91.2%     94.3%
                  ======    ======    ======      ======
     </TABLE>
  The   following  table  reflects  the  Partnership's   in-service
  portfolio  lease  expiration schedule as of  March  31,  2000  by
  product  type  indicating  square  footage  and  annualized   net
  effective  rents under expiring leases (in thousands, except  per
  square foot amounts):

                                  - 13 -

  <PAGE>
  <TABLE>
  <CAPTION>

               Total
             Portfolio           Industrial         Office            Retail
       ---------------------  ----------------  ---------------  ---------------
Yr.of  Sq.    Ann. Rent       Sq.     Ann.Rent  Sq.    Ann.Rent  Sq.   Ann.Rent
Exp.   Ft.    Revenue     %    Ft.    Revenue   Ft.    Revenue   Ft.   Revenue
----   -----  --------- ----  ------- --------  ------ --------  ----- ---------
<S>    <C>    <C>       <C>   <C>     <C>       <C>    <C>       <C>   <C>
2000    5,473 $ 34,909    7%   4,468  $ 22,419     914 $ 11,405     91  $ 1,085
2001    9,278   59,663   10%   7,220    34,052   1,960   24,385     98    1,226
2002   11,037   70,570   12%   8,730    42,525   2,191   26,457    116    1,588
2003   10,033   70,466   12%   7,726    39,622   2,121   27,735    186    3,109
2004   10,087   73,912   13%   7,581    39,819   2,364   32,545    142    1,548
2005    9,479   64,293   11%   7,308    34,552   1,897   27,175    274    2,566
2006    5,407   36,432    6%   4,226    19,591   1,170   16,687     11      154
2007    4,423   29,146    5%   3,597    17,735     760   10,785     66      626
2008    5,443   33,333    6%   4,482    19,788     898   12,830     63      715
2009    6,331   41,560    7%   5,061    23,168   1,139   16,740    131    1,652
2010
and
There-
after   7,014   60,178   11%   3,838    19,328   1,746   27,963  1,430   12,887
       ------  -------  ----  ------   -------  ------  -------  -----  -------
Total
Leased 84,005 $574,462  100%  64,237  $312,599  17,160 $234,707  2,608  $27,156
       ======  =======  ====  ======   =======  ======  =======  =====   ======
Total
Port-
folio
Sq Ft  92,165                 70,619            18,843           2,703
       ======                 ======            ======           =====

Annualized
net effective
rent per
square foot   $  6.84                 $   4.87         $  13.68         $ 10.41
               ======                  =======          =======          ======
</TABLE>

  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; and (iii) the completion
  of  the 9.9 million square feet of properties under development at
  March  31, 2000 over the next three quarters and thereafter. These
  properties  under development should provide future earnings through
  Service Operations income upon sale or 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>
  HELD FOR RENTAL:
  2nd Quarter 2000   4,306          49%     $205,734       11.37%
  3rd Quarter 2000   1,679          26%      160,073       11.75%
  4th Quarter 2000   1,363          44%      122,841       11.42%
  Thereafter           377          46%       46,656       10.84%
                     -----                   -------
                     7,725          43%     $535,304       11.45%
                     -----                   -------
  BUILD-TO-SUIT
   FOR SALE:
  2nd Quarter 2000     326         100%     $ 45,440
  3rd Quarter 2000   1,375         100%       60,776
  4th Quarter 2000       -           -             -
  Thereafter           450         100%       70,685
                     -----                   -------
                     2,151         100%      176,901
                     -----                   -------
  Total              9,876                  $712,205
                     =====                   =======
  </TABLE>

  MERGER WITH WEEKS CORPORATION

  In  July  1999, the General Partner and Weeks Corporation  ("Weeks")
  approved  a  merger  transaction whereby Weeks, a self-administered,
  self-managed  geographically focused Real  Estate  Investment  Trust
  ("REIT") which operated primarily in the southeastern United  States
  and its consolidated subsidiary, Weeks Realty L.P. ("Weeks Operating
  Partnership"), were merged with and into the General Partner and its
  consolidated  subsidiary,  Duke Realty  Limited  Partnership  ("Duke
  Operating Partnership"). The total purchase price of Weeks and Weeks
  Operating  Partnership aggregated approximately $1.9 billion,  which
  included  the assumption of the outstanding debt and liabilities  of
  Weeks Operating Partnership of approximately $775 million.
                               - 14 -
  <PAGE>
  The   following   summarized  pro  forma   unaudited   information
  represents  the  combined historical operating  results  of  Weeks
  Operating  Partnership  and Duke Operating  Partnership  with  the
  appropriate purchase accounting adjustments, assuming  the  merger
  had   occurred  on  January  1,  1999.  The  pro  forma  financial
  information  presented is not necessarily indicative of  what  the
  Partnership's actual operating results would have been  had  Weeks
  Operating  Partnership and Duke Operating Partnership  constituted
  a  single  entity  during such periods (in thousands,  except  per
  unit amounts):

                                        Three Months Ended
                                            March 31,
                                        2000          1999
                                       -------      --------
                                       (Actual)     (Pro Forma)

    Rental Income                     $171,910       $144,274
                                       =======        =======
    Net earnings attributable to
     Common Units                     $ 56,293       $ 44,595
                                       =======        =======
     Weighted average Common Units
      outstanding:
          Basic                        145,125        134,528
                                       =======        =======
          Diluted                      146,326        135,598
                                       =======        =======
     Earnings attributable
      to Common Units:
           Basic                      $    .39       $    .33
                                       =======        =======
           Diluted                    $    .39       $    .33
                                       =======        =======
  RESULTS OF OPERATIONS

  Following is a summary of the Partnership's operating results and
  property statistics for the three months ended March 31, 2000 and
  1999  (in  thousands, except number of properties and  per  unit
  amounts):
  <TABLE>
  <CAPTION>

                                              2000          1999
                                              ----          ----
   <S>                                       <C>          <C>
   Rental Operations revenue                 $174,734     $101,987
   Service Operations revenue                  14,065       12,267
   Earnings from Rental Operations             54,912       36,099
   Earnings from Service Operations             5,376        5,036
   Operating income                            55,124       37,520
   Net income available for common units     $ 48,859     $ 27,394
   Weighted average common units
    outstanding                               126,070       86,370
   Weighted average common and
    dilutive potential
    common units                              146,326       98,094
   Basic income per common share             $    .39     $    .32
   Diluted income per common share           $    .39     $    .32
   Number of in-service properties
    at end of period                              871          474
   In-service square footage at
    end of period                              92,165       55,473
   Under development square footage
    at end of period                            9,876        5,713
   </TABLE>

  COMPARISON  OF  THREE MONTHS ENDED MARCH 31, 2000 TO THREE  MONTHS  ENDED
  MARCH 31, 1999
  --------------------------------------------------------------------
  Rental Operations
  -----------------
  The  Partnership  increased  its in-service  portfolio  of  rental
  properties  from  474  properties comprising 55.5  million  square
  feet  at  March 31, 1999 to 871 properties comprising 92.2 million
  square  feet  at  March 31, 2000 through the  acquisition  of  352
  properties  totaling 29.8 million square feet and  the  completion
  of  75  properties  and  five building  expansions  totaling  10.9
  million  square  feet  developed  by  the  Partnership.  Of  these
  additional  properties,  335  properties
                             - 15 -
  <PAGE>
  totaling 28.6 million square feet relate to the merger with Weeks
  Operating Partnership. The Partnership also disposed of 30 properties
  totaling 4.0 million square feet. These 397 net additional  rental
  properties  primarily account for the $72.7  million  increase  in
  revenues  from Rental Operations from 1999 to 2000.  The  increase
  in  rental  expenses,  real  estate  taxes  and  depreciation  and
  amortization expense for the same period is also a result  of  the
  additional 397 in-service rental properties.

  The  $16.7  million  increase in interest  expense  is  primarily
  attributed  to  higher outstanding debt balances associated  with
  the  financing  of the Partnership's investment  activities.  The
  increased balances include $450 million of unsecured debt  issued
  in  1999, the assumption of $185 million of secured debt and $287
  million  of  unsecured  debt in the merger with  Weeks  Operating
  Partnership,   and  increased  borrowings  on  the  Partnership's
  unsecured  lines  of  credit. These higher borrowing  costs  were
  partially  offset by the capitalization of interest on  increased
  property development activities.

  As  a  result of the above-mentioned items, earnings from  rental
  operations  increased $18.8 million from $36.1  million  for  the
  three  months ended March 31, 1999 to $54.9 million for the three
  months ended March 31, 2000.

  Service Operations
  -------------------
  Service  Operation revenues increased by $1.8 million  from  $12.3
  million  for  the  three  months ended March  31,  1999  to  $14.1
  million for the three months ended March 31, 2000 primarily  as  a
  result  of  increases  in  construction  and  development  revenue
  arising from third-party construction volume.

  As  a  result of the above-mentioned items, earnings from  Service
  Operations increased from $5.0 million for the three months  ended
  March  31,  1999 to $5.4 million for the three months ended  March
  31, 2000.

  Earnings from Land and Depreciated Property Sales
  -------------------------------------------------
  The  Partnership  has a disposition strategy to  pursue  favorable
  opportunities  to  dispose of real estate assets  that  no  longer
  meet  long-term  investment objectives of the  Partnership,  which
  resulted  in net sales proceeds of $163.8 million and a  net  gain
  of $14.7 million during the three months ended March 31, 2000

  Net Income Available for Common Unitholders
  -------------------------------------------
  Net  income available for common unitholders for the three months
  ended  March  31, 2000 was $56.3 million compared to $30.9 million
  for the three months ended March 31, 1999. 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 $77.4 million
  and  $32.1 million for the three months ended March 31, 2000  and
  1999, respectively, represents the primary source of
                            - 16 -
  <PAGE>
  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 $160.3 million and
  $167.1  million  for  the three months ended March  31,  2000  and
  1999,  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 $102.3 million
  and  $163.4 million for the three months ended March 31, 2000  and
  1999,  respectively, is comprised of debt and equity contributions
  from the General Partner, net of distributions to unitholders  and
  minority interests and repayments of outstanding indebtedness.

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


                                                                Outstanding
                          Borrowing   Maturity    Interest      at March
Description               Capacity    Date        Rate          31, 2000
------------------------  ---------   ----------  ------------  ------------
Unsecured Line of Credit  $450,000    April 2001  LIBOR + .70%   $408,000
Unsecured Line of Credit   300,000    April 2001  LIBOR + .90%          -
Secured Line of Credit     150,000    Jan. 2003   LIBOR + 1.05%    18,741

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

  The  $450 million line of credit allows the Partnership an  option
  to   obtain  borrowings  from  the  financial  institutions   that
  participate in the line of credit at rates lower than  the  stated
  interest   rate,   subject   to  certain   restrictions.   Amounts
  outstanding on the line of credit at March 31, 2000 are  at  LIBOR
  + .58% to .70%.

  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 March 31, 2000 of approximately $292.9  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 March 31, 2000 consists  of  notes
  totaling  $2.3  billion with a weighted average interest  rate  of
  7.15% maturing at various dates through 2028. The Partnership  has
  $1.7  billion of unsecured debt and $541.7 million of secured debt
  outstanding  at  March 31, 2000. Scheduled principal  amortization
  of  such  debt  totaled $2.7 million for the  three  months  ended
  March 31, 2000.

  Following  is  a summary of the scheduled future amortization  and
  maturities  of  the Partnership's indebtedness at March  31,  2000
  (in thousands):


                                  - 17 -

  <PAGE>

  <TABLE>
  <CAPTION>
                       Future Repayments
            -----------------------------------------  Weighted Average
            Scheduled                                  Interest Rate of
   Year     Amortization   Maturities       Total      Future Repayments
   -------  ------------   -----------   ------------  -----------------
   <S>      <C>            <C>           <C>               <C>
   2000      10,118           62,318        72,436          7.15%
   2001      13,733          587,381       601,114          6.79%
   2002      14,130           55,037        69,167          7.35%
   2003      13,979          300,047       314,026          7.58%
   2004      12,590          176,146       188,736          7.41%
   2005      11,559          213,662       225,221          7.25%
   2006      10,856          146,178       157,034          7.12%
   2007       9,172          116,576       125,748          7.13%
   2008       8,386          100,000       108,386          6.79%
   2009       9,010          150,000       159,010          7.72%
   There-
    after    32,455          223,114       255,569          6.98%
            -------        ---------     ---------
   Total   $145,988       $2,130,459    $2,276,447          7.15%
            =======        =========     =========
  </TABLE>

  FUNDS FROM OPERATIONS

  Management believes that Funds From Operations ("FFO"),  which  is
  defined  by  the  National Association of Real  Estate  Investment
  Trusts as net income or loss, excluding gains or losses from  debt
  restructuring  and sales of depreciated property,  plus  operating
  property   depreciation  and  amortization  and  adjustments   for
  minority interest and unconsolidated companies on the same  basis,
  is  the  industry  standard for reporting the operations  of  real
  estate investment trusts.

  The following table reflects the calculation of the Partnership's
  FFO   for  the  three  months  ended  March  31  as  follows  (in
  thousands):
  <TABLE>
  <CAPTION>

                                                  2000      1999
                                                  ----      ----
   <S>                                            <C>       <C>
   Net income available for common units          $ 56,293  $ 30,929
   Add back (deduct):
    Depreciation and amortization                   39,779    20,454
    Share of joint venture adjustments               1,417     1,515
    Earnings from depreciated property sales       (11,070)   (2,314)
                                                   -------   -------
   FUNDS FROM OPERATIONS                          $ 86,419  $ 50,584
                                                   =======   =======
   CASH FLOW PROVIDED BY (USED BY):
    Operating activities                          $ 77,394  $ 32,068
    Investing activities                          (160,326) (167,069)
    Financing activities                           102,274   163,356
  </TABLE>

  The  increase  in FFO for the three months ended March  31,  2000
  compared  to  the  three  months ended  March  31,  1999  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.

                                  - 18 -

   <PAGE>
                        PART II - OTHER INFORMATION

  Item 1.  Legal Proceedings
  --------------------------
  None

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

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

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

  Item 5.  Other Information
  --------------------------
  When  used  in  this  Form 10-Q, the words "believes,"  "expects,"
  "estimates"  and  similar  expressions are  intended  to  identify
  forward   looking-statements.  Such  statements  are  subject   to
  certain  risks and uncertainties which could cause actual  results
  to  differ materially. In particular, among the factors that could
  cause   actual   results  to  differ  materially   are   continued
  qualification as a real estate investment trust, general  business
  and  economic  conditions, competition, increases in  real  estate
  construction  costs,  interest rates, accessibility  of  debt  and
  equity  capital  markets  and other risks  inherent  in  the  real
  estate  business  including tenant defaults,  potential  liability
  relating  to environmental matters and illiquidity of real  estate
  investments. Readers are cautioned not to place undue reliance  on
  these forward-looking statements, which speak only as of the  date
  hereof.  The  Partnership  undertakes no  obligation  to  publicly
  release  the  results  of any revisions to  these  forward-looking
  statements  which  may be made to reflect events or  circumstances
  after   the   date  hereof  or  to  reflect  the   occurrence   of
  unanticipated  events. Readers are also advised to  refer  to  the
  Partnership's  Form 8-K Report as filed with the  U.S.  Securities
  and   Exchange  Commission  on  March  29,  1996  for   additional
  information concerning these risks.

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

  Exhibit 15.  Letter regarding unaudited interim financial information

  Exhibit 27.  Financial Data Schedule (EDGAR Filing Only)

  Reports on Form 8-K
  -------------------
  None


                                  - 19 -

<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
                                            Registrant



 Date:  May    , 2000                   /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)

                                  - 20 -