Pricing Supplement Dated July 17, 1996 Rule 424(b)(3) (To Prospectus dated September 7, 1995 and File No. 33-61361 Prospectus Supplement dated April 29, 1996) DUKE REALTY LIMITED PARTNERSHIP Medium-Term Notes - Fixed Rate - ------------------------------------------------------------------------------- Principal Amount: $40,000,000.00 Interest Rate: 7.28% Agent's Discount or Commission: $180,000.00 Stated Maturity Date: July 24, 2000 Net Proceeds to Issuer: $39,820,000.00 Original Issue Date: July 22, 1996 - ------------------------------------------------------------------------------- Interest Payment Dates: May 1 and November 1 Default Rate: 7.28% Redemption: [X] The Notes cannot be redeemed prior to the Stated Maturity Date. [ ] The Notes may be redeemed prior to the Stated Maturity Date. Initial Redemption Date: Initial Redemption Percentage: Annual Redemption Percentage Reduction: ___% until Redemption Percentage is 100% of the principal amount. Optional Repayment: [X] The Notes cannot be repaid prior to the Stated Maturity Date. [ ] The Notes can be repaid prior to the Stated Maturity Date at the option of the holder of the Notes. Option Repayment Dates: Repayment Price: ____________% Currency: Specified Currency: U.S. Dollars (If other than U.S. dollars, see attached) Minimum Denominations: N/A (Applicable only if Specified Currency is other than U.S. dollars) Original Issue Discount: [ ] Yes [X] No Total Amount of OID: Yield to Maturity: Initial Accrual Period: Form: [X] Book-Entry [ ] Certificated Agent: [X] Merrill Lynch & Co. [X] Other: First Chicago Capital Markets, Inc. Goldman, Sachs & Co. J.P. Morgan & Co. Agent acting in the capacity as indicated below: [X] Agent [ ] Principal If as principal: [ ] The Notes are being offered at varying prices related to prevailing market prices at the time of resale. [ ] The Notes are being offered at a fixed initial public offering price of ____% of principal amount. If as Agent: The Notes are being offered at a fixed initial public offering price of 100% of Principal Amount. Other Provisions: PS-2