DUKE REALTY INVESTMENTS, INC.
          AMENDMENT OF AMENDED AND RESTATED BY-LAWS


     RESOLVED, That Section 5.08 of the Amended and Restated
By-Laws of Duke Realty Investments, Inc. is amended to  read
as follows:

     Section   5.08.    Number   of   Directors   and  Classification
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     of  Board  of Directors.  (a)   The number of Directors shall be
     twelve (12). (b)    There shall be three (3) classes of
     Directors, each class to be as nearly equal  in  number
     as  possible.  The  Directors of one  class  have  been
     elected for a term expiring in 1998; the Directors of a
     second  class have been elected for a term expiring  in
     1999;  and  the  Directors of a third class  have  been
     elected  for  a term expiring in 2000. At  each  annual
     meeting of the shareholders, one (1) class of Directors
     shall  be  elected for a term of three  (3)  years,  or
     until  their  successors have  been  duly  elected  and
     qualified,  to  replace  those  Directors  whose  terms
     expire at such annual meeting.