Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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    Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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Filed By
Romeo and Dye's
Section 16 Filer
www.section16.net

1. Name and Address of Reporting Person*

McCoy, William O.

2. Issuer Name and Ticker or Trading Symbol
Duke Realty Corporation (DRE)

6. Relationship of Reporting Person(s)
to Issuer (Check all applicable)
X Director                                       10% Owner
    Officer (give title below)          Other (specify below)

                                                  

(Last)      (First)     (Middle)

1450 Raleigh Road, Suite 300
 

3. I.R.S. Identification Number
of Reporting Person,
if an entity (voluntary)

 

4. Statement for
Month/Day/Year
1/30/03

(Street)

Chapel Hill,, NC 27517

5. If Amendment,
Date of Original
(Month/Day/Year)
 		 7. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
    Form filed by More than One Reporting Person

(City)     (State)     (Zip)

Table I — Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security
(Instr. 3)

2. Trans-
action
Date
(Month/ Day/
Year)

2A. Deemed
Execution
Date,
if any
(Month/Day/
Year)

3. Trans-
action Code
(Instr. 8)

4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 & 5)

5. Amount of
Securities
Beneficially
Owned Follow-
ing Reported Transactions(s)
(Instr. 3 & 4)

6. Owner-
ship Form:
Direct (D)
or Indirect (I)
(Instr. 4)

7. Nature of Indirect
Beneficial Ownership
(Instr. 4)

Code

V

Amount

(A)
or
(D)

Price

Common Stock

 

 

 

 

 

15,694

D

 
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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FORM 4 (continued)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security

(Instr. 3)

2. Conver-
sion or
Exercise
Price of Derivative Security

3. Trans-
action Date

(Month/
Day/
Year)

3A. Deemed
Execution
Date,
if any
(Month/
Day/
Year)

4. Trans-
action
Code

(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)

(Instr. 3, 4 & 5)

6. Date Exercisable
and Expiration
Date
(Month/Day/
Year)

7. Title and Amount of Underlying Securities
(Instr. 3 & 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of
Derivative
Securities
Beneficially
Owned
Following
Reported Transaction(s)
(Instr. 4)

10. Owner-
ship Form
of Deriv-
ative
Security:
Direct (D)
or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

V

(A)

(D)

Date Exer-cisable

Expira-
tion
Date

Title

Amount or Number of
Shares

Employee Stock Options-Right to Buy(1)

$14.4928

 

 

 

 

 

 

8/23/94

8/23/04

Common Stock

5,520

 

5,520

D

 

Employee Stock Options-Right to Buy (1)

$18.2065

 

 

 

 

 

 

12/31/95

12/31/05

Common Stock

4,140

 

4,140

D

 

Employee Stock Options-Right to Buy (1)

$24.0942

 

 

 

 

 

 

12/31/96

12/31/06

Common Stock

4,140

 

4,140

D

 

Employee Stock Options-Right to Buy (1)

$23.1884

 

 

 

 

 

 

12/31/97

12/31/07

Common Stock

4,140

 

4,140

D

 

Employee Stock Options-Right to Buy (1)

$20.4257

 

 

 

 

 

 

12/31/98

12/31/08

Common Stock

6,900

 

6,900

D

 

Employee Stock Options-Right to Buy(2)

$20.0000

 

 

 

 

 

 

1/25/01

1/25/10

Common Stock

2,500

 

2,500

D

 

Employee Stock Options-Right to Buy(3)

$24.9800

 

 

 

 

 

 

1/31/02

1/31/11

Common Stock

2,500

 

2,500

D

 

Employee Stock Options-Right to Buy(4)

$23.3500

 

 

 

 

 

1/30/03

1/30/12

Common Stock

2,500

 

2,500

D

 

Employee Stock Options-Right to Buy(5)

$24.9000

 

 

 

 

 

1/29/04

1/29/13

Common Stock

2,500

 

2,500

D

 

Phantom Stock Units(6)

1 for 1

1/30/03

 

A

 

100

 

 (6)

None

Common Stock

100

 

5,800

D

 

Phantom Stock Units(7)

1 for 1

 

 

 

 

 

 (7)

None

Common Stock

1,547

 

1,547

D

 

Explanation of Responses:

(1) The Stock Options were fully vested on the grant date.
(2) The Stock Options vest annually at a rate of 20% per year and will be fully vested on 1/25/05.
(3) The Stock Options vest annually at a rate of 20% per year and will be fully vested on 1/31/06.
(4) The Stock Options vest annually at a rate of 20% per year and will be fully vested on 1/30/07.
(5) The Stock Options vest annually at a rate of 20% per year and will be fully vested on 1/29/08.
(6) The phantom stock units are accrued under the Duke Director's Deferred Compensation Plan of Duke Realty Corporation. The units are to be settled in cash and stock upon the Reporting Person's termination as a director of the Issuer.
(7) The phantom stock shares are accrued under the Weeks Corporation 1998 Deferred Compensation Plan. The shares are to be paid in cash upon the Reporting Person's termination as a director of Issuer.
  By: /s/ James R. Windmiller
             William O. McCoy by James R. Windmiller per POA prev. filed
**Signature of Reporting Person		 February 3, 2003
Date

**Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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