UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549 FORM 10-Q (Mark One) xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934 For the quarterly period endedMarch
31, 2001  OR  oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES 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:600 East 96th Street, Suite 100Indianapolis, Indiana   46240Telephone: 
  (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. YesxNoo The
number of Limited Partnership Units outstanding as of April 30, 2001 was
18,864,155.   DUKE-WEEKS REALTY LIMITED
PARTNERSHIP

INDEX

Part
  I - Financial InformationItem
  1.  Financial StatementsCondensed Consolidated
  Balance Sheets as of March 31, 2001 (Unaudited) and December 31, 2000Condensed
  Consolidated Statements of Operations for the three months ended March 31,
  2001 and 2000 (Unaudited)Condensed
  Consolidated Statements of Cash Flows for the three months ended March 31,
  2001 and 2000 (Unaudited)Condensed
  Consolidated Statement of Partners Equity for the three months ended March
  31, 2001 (Unaudited)Notes
  to Condensed Consolidated Financial Statements (Unaudited)Independent
  Accountants Review ReportItem
  2.  Managements Discussion and
  Analysis of Financial Condition and Results of OperationsPart II - Other
  InformationItem 1.
  Legal ProceedingsItem 2.
  Changes in
  SecuritiesItem 3.
  Defaults
  Upon Senior SecuritiesItem 4.
  Submission
  of Matters to a Vote of Security HoldersItem 5.
  Other InformationItem 6.
  Exhibits
  and Reports on Form 8-KSignatures


PART I - FINANCIAL INFORMATION
Item 1. Financial Statements DUKE-WEEKS REALTY LIMITED
PARTNERSHIP AND SUBSIDIARIES Condensed Consolidated Balance
Sheets(in thousands) March 31,
  2001
  December
  31,
  2000ASSETS
  (Unaudited)Real estate investments:Land and improvements
  $585,775
  $581,530Buildings and tenant
  improvements
  4,014,221
  3,989,033Construction in progress
  217,829
  216,938Investments in unconsolidated
  companies
  389,396
  367,581Land held for development
  266,474
  257,7795,473,695
  5,412,861Accumulated depreciation
  (363,555)
  (338,426)Net real estate
  investments
  5,110,140
  5,074,435Cash
  39,066
  39,200Accounts receivable, net of allowance of $1,955 and
  $1,540
  17,712
  19,454Accrued straight-line rent receivable, net of allowance
  of $1,460
  37,557
  34,512Receivables on construction contracts
  39,636
  45,394Deferred financing costs, net of accumulated
  amortization of $14,859 and $13,288
  14,832
  12,475Deferred leasing and other costs, net of accumulated
  amortization of $33,908 and $31,522
  104,948
  102,413Escrow deposits and other assets
  116,860
  133,350$5,480,751
  $5,461,233LIABILITIES
  AND PARTNERS' EQUITYIndebtedness:Secured debt
  $449,652
  $466,624Unsecured notes
  1,461,537
  1,286,591Unsecured line of credit
  15,000
  220,0001,926,189
  1,973,215Construction payables and amounts due subcontractors
  62,765
  70,105Accounts payable
  3,143
  4,312Accrued
  expenses:Accrued real estate taxes
  53,516
  51,328Accrued interest
  20,100
  28,780Other accrued expenses
  47,605
  61,028Other liabilities
  87,436
  88,542Tenant security deposits and prepaid rents
  37,176
  34,208Total liabilities
  2,237,930
  2,311,518Minority interest
  3,478
  2,117Partners equity:General partnerCommon equity
  2,150,483
  2,128,138Preferred equity
  (liquidation preference of $683,753)
  658,527
  586,2612,809,010
  2,714,399Limited partners' common
  equity
  328,016
  330,244Limited partners preferred
  equity
  102,955
  102,955Accumulated other
  comprehensive income
  (638)
  -Total partners
  equity
  3,239,343
  3,147,598$5,480,751
  $5,461,233 See accompanying Notes to Consolidated Financial
Statements.  DUKE-WEEKS
REALTY LIMITED PARTNERSHIP AND SUBSIDIARIESCondensed Consolidated
Statements of Operations
For the three months ended March 31,
(in thousands, except per unit amounts)
(Unaudited) 2001
  2000RENTAL OPERATIONS:Revenues:Rental income
  $173,998
  $171,910Equity in earnings
  of unconsolidated companies
  9,970
  2,824183,968
  174,734Operating expenses:Rental expenses
  30,768
  28,842Real estate taxes
  17,857
  18,520Interest expense
  29,613
  32,681Depreciation and
  amortization
  40,314
  39,367118,552
  119,410Earnings
  from rental operations
  65,416
  55,324SERVICE OPERATIONS:Revenues:Property
  management, maintenance and leasing fees
  6,598
  5,683Construction and
  development activity income
  15,452
  7,548Other income
  272
  83422,322
  14,065Operating expenses
  13,034
  8,689Earnings
  from service operations
  9,288
  5,376General and administrative expenses
  (4,027)
  (5,164)Operating
  income
  70,677
  55,536OTHER INCOME (EXPENSE):Interest income
  1,435
  1,620Other expense
  (939)
  (122)Earnings from land and depreciable
  property dispositions
  12,517
  14,274Minority interest in earnings of
  subsidiaries
  (911)
  (661)Net
  income
  82,779
  70,647Dividends on preferred units
  (15,374)
  (14,354)Net income available for common
  unitholders
  $67,405
  $56,293Net income per common unit:Basic
  $.46
  $.39Diluted
  $.45
  $.39Weighted average number of common units outstanding
  147,240
  145,125Weighted average number of common and dilutive
  potential common units
  151,031
  146,326 See accompanying Notes to Consolidated Financial
Statements. DUKE-WEEKS
REALTY LIMITED PARTNERSHIP AND SUBSIDIARIESCondensed Consolidated
Statements of Cash Flows
For the three months ended March 31,
(in thousands)
(Unaudited)

2001
  2000Cash flows from operating activities:Net income
  $82,779
  $70,647Adjustments to reconcile net income to net cash
  provided by operating activities:Depreciation of buildings and tenant improvements
  35,860
  35,714Amortization of deferred leasing and other costs
  4,454
  3,653Amortization of deferred financing costs
  1,565
  678Minority interest in earnings
  911
  661Straight-line rent adjustment
  (3,634)
  (3,676)Earnings from land and depreciable property
  dispositions
  (12,517)
  (14,274)Construction contracts, net
  6,164
  1,913Other accrued revenues and expenses, net
  (16,461)
  3,640Equity in earnings in (excess)/shortfall of
  distributions received from unconsolidated companies
  (5,668)
  168Net cash provided by operating
  activities
  93,453
  99,124Cash flows from investing activities:Development of real estate investments
  (108,581)
  (190,141)Acquisition of real estate investments
  (13,927)
  -Acquisition of land 
  held for development and infrastructure costs
  (17,538)
  (21,082)Recurring tenant improvements
  (3,529)
  (7,411)Recurring leasing costs
  (2,824)
  (5,387)Recurring building improvements
  (1,975)
  (1,351)Other deferred leasing costs
  (5,400)
  (10,027)Other deferred costs and other assets
  13,578
  (3,762)Tax deferred exchange escrow, net
  (5,775)
  (97,558)Proceeds from land and depreciated property sales, net
  93,518
  163,783Capital distributions from unconsolidated companies
  6,810
  -Advances (from) 
  unconsolidated companies, net
  2,248
  (9,120)Net cash used by investing activities
  (43,395)
  (182,056)Cash flows from financing activities:Contributions from general partner
  86,149
  10,317Proceeds from indebtedness
  175,000
  -Payments on indebtedness including principal
  amortization
  (28,446)
  (5,383)Borrowings/(repayments) on lines of credit, net
  (199,679)
  168,741Distributions to partners
  (63,264)
  (56,561)Distributions to preferred unitholders
  (15,374)
  (14,354)Distributions to minority interest
  (328)
  (117)Deferred financing costs
  (4,250)
  (369)Net cash provided by (used for)
  financing activities
  (50,192)
  102,274Net increase (decrease)  in cash and cash equivalents
  (134)
  19,342Cash and cash equivalents at beginning of period
  39,200
  18,514Cash and cash equivalents at end of period
  $39,066
  $37,856Other non-cash items:Assumption of debt for real estate acquisitions
  $6,379
  $-Contributions of land and depreciable property to
  unconsolidated companies
  $15,812
  $-Conversion of Limited Partner Units to shares
  $518
  $(18)Issuance of Limited Partner Units for real estate
  acquisitions
  $526
  $3,937See accompanying Notes to Consolidated Financial
Statements.

DUKE-WEEKS
REALTY LIMITED PARTNERSHIP AND SUBSIDIARIES

Condensed Consolidated
Statement of Partners Equity
For the Three months Ended March 31, 2001
(in thousands)
(Unaudited)



General Partner
  Limited Partners' Common
  Equity
  Limited
  Partners
  Preferred
  Equity
  Accumulated
  OtherComprehensive
  Income (Loss)
  TotalCommon
  Equity
  Preferred
  EquityBalance at December 31, 2000
  $2,128,138
  $586,261
  $330,244
  $102,955
  $-
  $3,147,598Comprehensive
  Income:Net income
  58,770
  13,272
  8,635
  2,102
  -
  82,779Distributions
  to preferred uniholders
  -
  (13,272)
  -
  (2,102)
  -
  (15,374)Transition
  adjustments resulting from adoption of FASB 133
  -
  -
  -
  -
  398
  398Gains
  (losses) on derivative instruments
  -
  -
  -
  -
  (1,036)
  (1,036)Comprehensive
  income available for common unitholders
  -
  -
  -
  -
  -
  66,767Capital contribution from (repayments
  to) General Partner
  14,932
  72,266
  -
  -
  -
  87,198Acquisition of
  partnership interest for common stock of          General Partner
  3,802
  -
  (3,284)
  -
  -
  518Acquisition of
  property in exchange for Limited Partner          Units
  -
  -
  526
  -
  -
  526Distributions to
  partners ($.43 per Common Unit)
  (55,159)
  -
  (8,105)
  -
  -
  (63,264)Balance at March 31, 2001
  $2,150,483
  $658,527
  $328,016
  $102,955
  $(638)
  $3,239,343Common
  units outstanding at March 31, 2001
  128,791
  
  18,848
  
  
  147,639

See
accompanying Notes to Condensed Consolidated Financial Statements

DUKE-WEEKS
REALTY LIMITED PARTNERSHIPNOTES 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 accounting
principles generally accepted in the United States of America 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 accounting principles generally accepted in the United
States of America 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 PartnershipThe 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 87.2% of the Partnership at March
31, 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 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 shares 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.2.Lines of Credit

The Partnership has the
following lines of credit available (in thousands):Description
  Borrowing Capacity
  Maturity Date
  Interest Rate
  Outstanding at March 31, 2001Unsecured Line of
  Credit
  $500,000
  February
  2004
  LIBOR
  + .65%
  $15,000Unsecured Line of
  Credit
  150,000
  June
  2001
  LIBOR
  + .775%
  -Secured Line of Credit
  150,000
  January
  2003
  LIBOR
  + 1.05%
  57,434The
lines of credit are used to fund development and acquisition of additional
rental properties and to provide working capital.The
$500 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, 2001 are
at LIBOR + .65%.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
approximately $519,000 and $536,000 for such services for the three months
ended March 31, 2001 and 2000, respectively. Management believes the terms for
such services are equivalent to those available in the market. The Partnership
has an option to purchase the executive officers interest in each of these
properties which expires October 2003. The option price of each property was
established at the date the option was granted.4.          Net Income
Per Common Unit

Basic
net income per common unit is computed by dividing net income available for
common unitholders by the weighted average number of common units outstanding
for the period. Diluted net income per common 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 for the period.The
following table reconciles the components of basic and diluted net income per
common unit for the three months ended March 31:2001
  2000Net income available for common unitholders
  $67,405
  $56,293Joint venture partner convertible ownership
  $729
  $-Diluted  net
  income available for  common
  unitholders
  $68,134
  $56,293Weighted average partnership common units outstanding
  147,240
  145,125Joint venture partner convertible ownership common
  unit equivalents
  2,101
  -Dilutive units for long-term compensation plans
  1,690
  1,201Weighted average number of common units and dilutivepotential common units
  151,031
  146,326The Preferred D Series Convertible equity and Preferred
G Convertible units were both anti-dilutive at March 31, 2001; therefore, no
conversion to common units is included in weighted dilutive potential common
units.A
joint venture partner in one of the Partnership's unconsolidated ventures has
the option to convert a portion of its ownership to General Partners common
shares. The effects of the option on earnings per unit was dilutive at March
31, 2001; therefore, additional equity in earnings is included in diluted net
income available for common unitholders and conversion to common units is
included in weighted dilutive potential common units.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, 2001 and 2000 and the assets for each of the reportable segments as
of March 31, 2001 and December 31, 2000 are summarized as follows:Three Months Ended March 312001
  2000RevenuesRental Operations:Office
  $92,452
  $80,254Industrial
  73,434
  83,743Retail
  7,004
  7,123Service Operations
  22,322
  14,065Total
  Segment Revenues
  195,212
  185,185Non-Segment
  Revenue
  11,078
  3,614Consolidated Revenue
  $206,290
  $188,799Funds From OperationsRental
  Operations:Office
  $62,546
  $54,178Industrial
  56,610
  65,158Retail
  5,723
  5,512Service Operations
  9,288
  5,376Total Segment FFO
  134,167
  130,224Non-Segment FFO:Interest
  expense
  (29,613)
  (32,681)Interest income
  1,435
  1,620General
  and administrative expense
  (4,027)
  (5,164)Gain
  on land sales
  677
  3,616Other
  expenses
  (526)
  (469)Minority
  interest in earnings of subsidiaries
  (911)
  (661)Joint
  venture FFO
  11,188
  4,288Dividends
  on preferred units
  (15,374)
  (14,354)Consolidated FFO
  97,016
  86,419Depreciation
  and amortization
  (40,314)
  (39,367)Share
  of joint venture adjustments
  (1,137)
  (1,417)Earnings from depreciated property sales
  11,840
  10,658Net Income Available for Common Unitholders
  $67,405
  $56,293

March 31,
  December 31,2001
  2000AssetsRental
  Operations:Office
  $2,501,196
  $2,473,191Industrial
  2,261,267
  2,265,237Retail
  184,701
  186,389Service Operations
  126,918
  128,249Total
  Non-Segment Assets
  5,074,082
  5,053,066Non-Segment
  Assets
  406,669
  408,167Consolidated Assets
  $5,480,751
  $5,461,2336. Real Estate Assets Held for Sale

In
order to redeploy capital, the Partnership has an active sales program through
which it is continually pursuing favorable opportunities to dispose of real
estate assets that do not meet long-term investment objectives of the
Partnership. At March 31, 2001, the Partnership had 25 industrial, 6 office and
three retail properties comprising approximately 4.1 million square feet held
for sale. Of these properties, six build-to-suit industrial, four build-to-suit
office and two build-to-suit retail properties were under development at March
31, 2001. Net operating 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 for the three months ended March 31, 2001, was approximately $2.3
million. Net book value of the properties were $152.1 million. There can be no
assurances that such properties will be sold.7.          Partners
Equity

The
following series of preferred equity are outstanding as of March 31, 2001 (in
thousands, except percentages):Description
  Units Outstanding
  Dividend
  
  Rate
  Redemption Date
  LiquidationPreference
  ConvertiblePreferred A Series
  300
  9.100%
  August
  31, 2001
  $75,000
  NoPreferred B Series
  300
  7.990%
  September
  30, 2007
  150,000
  NoPreferred D Series
  539
  7.375%
  December
  31, 2003
  134,883
  YesPreferred E Series
  400
  8.250%
  January
  20, 2004
  100,000
  NoPreferred F Series
  600
  8.000%
  October
  10, 2002
  150,000
  NoPreferred I Series
  300
  8.450%
  February
  6, 2006
  75,000
  NoAll
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 I Series equity was issued in February 2001.The
Preferred D Series 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.The
Partnership intends to redeem the Preferred A Series shares in September 2001.8.          Other
Matters

ReclassificationsCertain
2000 balances have been reclassified to conform to 2001 presentation.9.          Derivative Instruments

The
Partnership adopted Statement of Financial Accounting Standards No. 133
"Accounting for Derivative Instruments and Hedging Activities" (SFAS
133) as amended by SFAS No. 137 and No. 138 on January 1, 2001. SFAS 133
requires that all derivative instruments be recorded on the balance sheet at their
fair value. Gains or losses resulting from changes in the values of those
derivatives would be accounted for depending on the use of the derivative and
whether it qualifies for hedge accounting. The Partnership uses derivative
financial instruments such as interest rate swaps to mitigate its interest rate
risk on a related financial instrument. SFAS 133 requires that changes in fair
value of derivatives that qualify as cash flow hedges be recognized in other
comprehensive income while the ineffective portion of the derivative's change
in fair value be recognized immediately in earnings. One of the Partnership's
interest rate swap contracts did not meet the criteria of SFAS 133 to qualify
for hedge accounting. SFAS 133 requires that unrealized gains and losses on
derivatives not qualifying as hedge accounting be recognized currently in
earnings. The cumulative effect of a change in accounting principle due to the
adoption of SFAS 133 as of January 1, 2001, was $398,000 and was recorded in
accumulated other comprehensive income as a transition adjustment. The
Partnership recorded a net loss of $1.0 million in other comprehensive income
for its interest rate swap contracts qualifying for hedge accounting and a net
loss of $659,000 in other expense for the interest rate swap contract that did
not qualify for hedge accounting for the three month period ended March 31,
2001.10.        Subsequent Events

The
Board of Directors of the General Partner declared the following distributions
on April 25, 2001:QuarterlyClass
  Amount/Unit
  Record
  Date
  Payment
  DateCommon
  $0.43
  May
  15, 2001
  May
  31, 2001Preferred:Series
  A
  $0.56875
  May
  17, 2001
  May
  31, 2001Series
  B
  $0.99875
  June
  15, 2001
  June
  29, 2001Series
  D
  $0.46094
  June
  15, 2001
  June
  29, 2001Series
  E
  $0.51563
  June
  15, 2001
  June
  29, 2001Series
  F
  $0.50000
  July
  17, 2001
  July
  31, 2001Series
  I
  $0.52813
  June
  15, 2001
  June
  29, 2001Independent Accountants Review
Report

The
PartnersDuke-Weeks
Realty Limited Partnership:We
have reviewed the condensed consolidated balance sheet of Duke-Weeks Realty
Limited Partnership and subsidiaries as of March 31, 2001, the related
condensed consolidated statements of operations for the three months ended
March 31, 2001 and 2000, the related condensed consolidated statements of cash
flows for the three months ended March 31, 2001 and 2000, and the related
condensed consolidated statement of partners equity for the three months ended
March 31, 2001. 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 auditing standards generally accepted in the United States of
America, 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 accounting principles generally accepted in the
United States of America.We
have previously audited, in accordance with auditing standards generally
accepted in the United States of America, the consolidated balance sheet of
Duke-Weeks Realty Limited Partnership and subsidiaries as of December 31, 2000,
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, 2001, 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, 2000 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 25, 2001Item 2. Managements Discussion
and Analysis of Financial Condition and Results of OperationsOverviewThe 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 properties that were in-service for all of a two year period.
The net operating income from the same property portfolio increased 7.58% for
the three months ended March 31, 2001 compared to the three months ended March
31, 2000.The following table sets forth information regarding the
Partnerships in-service portfolio of rental properties as of March 31, 2001
and 2000 (in thousands, except percentages):Total
  Square Feet
  Percent  of
  Total Square Feet
  Percent
  OccupiedType
  2001
  2000
  2001
  2000
  2001
  2000IndustrialService Centers
  13,667
  12,870
  13.5%
  14.0%
  90.7%
  93.1%Bulk
  63,408
  57,749
  62.5%
  62.7%
  93.5%
  90.5%OfficeSuburban
  21,054
  17,982
  20.8%
  19.5%
  90.4%
  90.9%CBD
  861
  861
  .8%
  .9%
  94.1%
  93.6%Retail
  2,463
  2,703
  2.4%
  2.9%
  96.7%
  96.5%Total
  101,453
  92,165
  100.0%
  100.0%
  92.6%
  91.2%The following table reflects the Partnerships
in-service portfolio lease expiration schedule as of March 31, 2001 by product
type indicating square footage and annualized net effective rents under
expiring leases (in thousands, except per square foot amounts):TotalPortfolio
  Industrial
  Office
  RetailYear
  of
  Square
  Ann.
  Rent
  
  Square
  Ann.
  Rent
  Square
  Ann.
  Rent
  Square
  Ann.
  RentExpiration
  Feet
  Revenue
  Percent
  Feet
  Revenue
  Feet
  Revenue
  Feet
  Revenue2001
  6,614
  $41,046
  6%
  5,258
  $24,496
  1,308
  $15,963
  48
  $5872002
  10,167
  63,036
  10%
  8,211
  39,248
  1,882
  22,755
  74
  1,0332003
  10,379
  68,465
  11%
  8,284
  41,313
  1,976
  25,709
  119
  1,4432004
  11,135
  75,233
  12%
  8,653
  41,456
  2,388
  32,466
  94
  1,3112005
  13,908
  97,369
  15%
  10,633
  51,139
  2,981
  43,252
  294
  2,9782006
  9,783
  64,747
  10%
  7,731
  36,047
  2,010
  28,130
  42
  5702007
  5,819
  40,688
  6%
  4,739
  25,151
  1,031
  14,947
  49
  5902008
  5,761
  36,592
  6%
  4,639
  21,324
  1,065
  14,635
  57
  6332009
  6,248
  38,238
  6%
  5,125
  21,941
  1,040
  15,086
  83
  1,2112010
  5,886
  48,454
  8%
  3,902
  19,145
  1,697
  26,845
  287
  2,4642011 and Thereafter
  8,230
  70,100
  10%
  4,526
  21,416
  2,470
  36,703
  1,234
  11,981Total Leased
  93,930
  $643,968
  100%
  71,701
  $342,676
  19,848
  $276,491
  2,381
  $24,801Total Portfolio Square Feet
  101,453
  
  
  77,075
  
  21,915
  
  2,463Annualized net effective rent per square foot
  
  $6.86
  
  
  $4.78
  
  $13.93
  
  $10.42The
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 8.9 million square feet of properties under
development at March 31, 2001 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):Anticipated
  In-Service Date
  Square
  Feet
  Percent
  Leased
  Project
  Costs
  Stabilized
  ReturnHeld for Rental:2nd Quarter 2001
  1,500
  14%
  $105,355
  11.66%3rd Quarter 2001
  1,841
  20%
  61,002
  11.43%4th Quarter 2001
  1,553
  25%
  61,590
  11.33%Thereafter
  346
  38%
  48,328
  11.60%5,240
  21%
  $276,275
  11.53%Build-to-Suit for Sale:2nd Quarter 2001
  559
  59%
  $38,4233rd Quarter 2001
  1,704
  92%
  101,3474th Quarter 2001
  1,035
  100%
  46,927Thereafter
  402
  100%
  33,5353,700
  90%
  $220,232Total
  8,940
  49%
  $496,507Results
of OperationsFollowing is a summary of the Partnerships operating
results and property statistics for the three months ended March 31, 2001 and
2000 (in thousands, except number of properties and per unit amounts):2001
  2000Rental Operations revenue
  $183,968
  $174,734Service Operations revenue
  22,322
  14,065Earnings from Rental Operations
  65,416
  55,324Earnings from Service Operations
  9,288
  5,376Operating income
  70,677
  55,536Net income available for common unitholders
  67,405
  56,293Weighted average common units outstanding
  147,240
  145,125Weighted average common and dilutive potentialcommon units
  151,031
  146,326Basic income per common unit
  $.46
  $.39Diluted income per common unit
  $.45
  $.39Number of in-service properties at end of period
  912
  871In-service square footage at end of period
  101,453
  92,165Under development square footage at end of period
  8,940
  9,876Comparison
of Three Months Ended March 31, 2001 to Three Months Ended March 31, 2000

Rental Operations

Rental Operations revenue increased to $184.0
million from $174.7 million for the three months ended March 31, 2001, compared
to the same period in 2000.  This
increase is primarily due to the increase in the number of in-service
properties during the respective periods. 
As of March 31, 2001, the Partnership had 912 properties in service
compared to 871 properties at March 31, 2000. 
The following is a summary of the Partnership's acquisition and
development activity since January 1, 2000:

SquareBuildings
  FeetProperties owned as of:January 1, 2000
  865
  92,502Acquisitions
  2
  169Developments placed in service
  75
  11,546Dispositions
  (53)
  (6,586)Contributions from joint venturePartners
  24
  3,331December 31, 2000
  913
  100,962Acquisitions
  5
  258Developments placed in service
  13
  2,356Dispositions
  (19)
  2,123March 31, 2001
  912
  101,453Rental property and depreciation and
amortization expenses increased for the three months ended March 31, 2001,
compared to the same period in 2000, due to the increase in the number of
in-service properties during the respective periods.

The
$3.1 million decrease in interest expense is primarily attributable to lower
outstanding debt balances on the Partnership's lines of credit associated with
the financing of the Partnership's investment activities.

As
a result of the above-mentioned items, earnings from Rental Operations
increased $10.1 million from $55.3 million for the three months ended March 31,
2000, to $65.4 million for the three months ended March 31, 2001.

Service
Operations

Service Operations
revenues increased by $8.2 million from $14.1 million for the three months
ended March 31, 2000, to $22.3 million for the three months ended March 31,
2001, primarily as a result of increases in construction and development income
from increased third-party construction.Service Operations
operating expenses increased from $8.7 million for the three months ended March
31, 2000, to $13.0 million for the three months ended March 31, 2001, primarily
due to increases in payroll and maintenance expenses due to the overall growth
of the Partnership and the increased portfolio of buildings associated with
this growth.As a result, earnings
from Service Operations increased from $5.4 million for the three months ended
March 31, 2000, to $9.3 million for the three months ended March 31, 2001.Other
Income and Expenses

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 $93.5 million and a net
gain of $12.5 million during the three months ended March 31, 2001. In
conjunction with this disposition strategy, included in net real estate
investments are 34 buildings with a net book value of $152.1 million which were
classified as held for sale by the Partnership at March 31, 2001. The
Partnership expects to complete these and other dispositions and use the
proceeds to fund future investments in real estate assets.The
Partnership adopted Statement of Financial Accounting Standards No. 133
Accounting for Derivative Instruments and Hedging Activities (SFAS 133) as
amended by SFAS No. 137 and No. 138 on January 1, 2001. A net loss of $659,000
was recorded in other expense for an interest rate swap contract which did not
qualify for hedge accounting for the three month period ended March 31, 2001.Net
Income Available for Common Unitholders

Net income available for common unitholders for the
three months ended March 31, 2001, was $67.4 million compared to $56.3 million
for the three months ended March 31, 2000. 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 $93.5
million and $99.1 million for the three months ended March 31, 2001 and 2000,
respectively, represents the primary source of liquidity to fund distributions
to unitholders and the other minority interests and to fund recurring costs associated
with the renovation and re-letting of the Partnerships properties.Net
cash used by investing activities totaling $43.4 million and $182.1 million for
the three months ended March 31, 2001 and 2000, 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 land and depreciated property sales.Net
cash used for financing activities of $50.2 million for the three months ended
March 31, 2001 compared to $102.3 million for the three months ended March 31,
2000, is comprised of debt and equity issuances, net of distributions to
unitholders and repayment on outstanding indebtedness. During the first three
months of 2001, the Partnership received $72.3 million of net proceeds from the
issuance of preferred stock and $175.0 million of proceeds from the issuance of
10 year 6.95% unsecured debt.The
Partnership has the following lines of credit available (in thousands):Description
  Borrowing Capacity
  Maturity Date
  Interest Rate
  Outstanding at March 
  31, 2001Unsecured Line of
  Credit
  $500,000
  February
  2004
  LIBOR
  + .65%
  $15,000Unsecured Line of
  Credit
  150,000
  June
  2001
  LIBOR
  + .775%
  -Secured Line of Credit
  150,000
  January
  2003
  LIBOR
  + 1.05%
  57,434The
lines of credit are used to fund development and acquisition of additional
rental properties and to provide working capital.The
$500 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, 2001 are
at LIBOR + .65%.The
General Partners and the Partnership currently have on file one Form S-3
Registration Statement with the Securities and Exchange Commission (Shelf
Registration) which had remaining availability as of March 31, 2001 of
approximately $718.0 million to issue common stock, preferred stock or
unsecured debt securities. The General Partners and the Partnership intend to
issue additional equity or debt under the Shelf Registration as capital needs
arise to fund the development and acquisition of additional rental properties.
The General Partners and the Partnership also plan to file additional shelf
registrations as necessary.The
total debt outstanding at March 31, 2001 consists of notes totaling $1.9
billion with a weighted average interest rate of 7.19% maturing at various
dates through 2028. The Partnership has $1.5 billion of unsecured debt and
$449.7 million of secured debt outstanding at March 31, 2001. Scheduled
principal amortization of such debt totaled $3.1 million for the three months
ended March 31, 2001.Following
is a summary of the scheduled future amortization and maturities of the
Partnerships indebtedness at March 31, 2001 (in thousands):

Future
  RepaymentsScheduled Amortization
  Maturities
  Total
  Weighted Average Interest Rate of
  Future Repayments2001
  $8,226
  $193,013
  $201,239
  7.21%2002
  11,095
  50,000
  61,095
  7.29%2003
  10,931
  338,647
  349,578
  7.37%2004
  9,212
  176,186
  185,398
  7.39%2005
  7,824
  219,642
  227,466
  7.17%2006
  6,730
  146,178
  152,908
  7.10%2007
  4,910
  116,555
  121,465
  7.10%2008
  3,605
  100,000
  103,605
  6.75%2009
  3,863
  150,000
  153,863
  7.73%2010
  4,190
  -
  4,190
  6.87%Thereafter
  15,382
  350,000
  365,382
  6.87%Total
  $85,968
  $1,840,220
  $1,926,189
  7.19%Funds
From OperationsManagement 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):2001
  2000Net income available for common unitholders
  $67,405
  $56,293Add back (deduct):Depreciation and amortization
  40,314
  39,367Share of joint venture adjustments
  1,137
  1,417Earnings from depreciated property sales
  (11,840)
  (10,658)Funds From Operations
  $97,016
  $86,419Cash flow provided by (used by):Operating activities
  $93,453
  $99,124Investing activities
  (43,395)
  (182,056)Financing activities
  (50,192)
  102,274

The increase in FFO for the three months ended March 31,
2001 compared to the three months ended March 31, 2000 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.Part II - Other Information



Item 1.  Legal ProceedingsNoneItem
  2.  Changes in SecuritiesNoneItem
  3.  Defaults upon Senior SecuritiesNoneItem
  4.  Submission of Matters to a Vote of
  Security HoldersNoneItem 5.  Other InformationWhen
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-KExhibitsExhibit
  15.  Letter regarding unaudited
  interim financial informationExhibit
  27.  Financial Data Schedule (EDGAR
  Filing Only)Reports
  on Form 8-KNoneSIGNATURES





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
  PARTNERSHIPRegistrantDate:
  May 15, 2001/s/         Thomas L. HefnerPresident
  andChief Executive Officer/s/         Darell E. Zink, Jr.Executive
  Vice President andChief Financial Officer/s/         Dennis D. OklakExecutive
  Vice President andChief Administrative Officer(Chief Accounting Officer)