DUKE REALTY INVESTMENTS, INC.
                               (AN INDIANA CORPORATION)

                           DUKE REALTY LIMITED PARTNERSHIP
                           (AN INDIANA LIMITED PARTNERSHIP)

                                 6 3/4% NOTES DUE 2008

                                   TERMS AGREEMENT


                                                          Dated: May 27, 1998


To:  Duke Realty Investments, Inc.
     Duke Realty Limited Partnership

c/o  Duke Realty Investments, Inc.
     8888 Keystone Crossing, Suite 1150
     Indianapolis, IN  46240

Attention:  Chairman of the Board of Directors

Ladies and Gentlemen:

     We understand that Duke Realty Limited Partnership, an Indiana limited 
partnership (the "Operating Partnership"), proposes to issue and sell 
$100,000,000 aggregate principal amount of its unsecured debt securities (the 
"Debt Securities") (such Debt Securities being collectively hereinafter 
referred to as the "Underwritten Securities").  Subject to the terms and 
conditions set forth or incorporated by reference herein, we offer to 
purchase the Underwritten Securities (as defined in the Underwriting 
Agreement referred to below) at the purchase price set forth below.







     The Underwritten Securities shall have the following terms:

Title of Securities:  6 3/4% Notes due 2008.
Currency:  U.S. Dollars.
Principal amount to be issued:  $100,000,000.
Current ratings: Moody's Investors Service, Inc.: Baa2; Standard & Poor's
     Corporation: BBB+.
Interest rate:  6 3/4%.
Interest payment dates:  Each May 30 and November 30.
Stated maturity date:  May 30, 2008.
Redemption provisions:  The Underwritten Securities are redeemable at any time
     at a Make-Whole Amount equivalent to the higher of par or the future 
     payment stream discounted at T+25.
Delayed Delivery Contracts:  Not authorized.
Initial public offering price:  99.907%, plus accrued interest, if any, or
     amortized original issue discount, if any, from the date of issuance.
Purchase price:  99.257%, plus accrued interest, if any, or amortized original
     issue discount, if any, from the date of issuance (payable in same-day 
     funds).
Other terms:  The Underwritten Securities shall be in the form of Exhibit A to
     the Supplemental Indenture, dated as of May 27, 1998, between Duke Realty 
     Limited Partnership and The First National Bank of Chicago.
Closing date and location:  June 2, 1998 at the offices of Rogers & Wells, 200
     Park Avenue, New York, New York 10166.

     All the provisions contained in the document attached as Annex A hereto
entitled "Duke Realty Investments, Inc. and Duke Realty Limited Partnership --
Common Stock, Preferred Stock, Depositary Shares and Debt Securities
Underwriting Agreement" are hereby incorporated by reference in their entirety
herein and shall be deemed to be a part of this Terms Agreement to the same
extent as if such provisions had been set forth in full herein.  Terms defined
in such document are used herein as therein defined.




     Please accept this offer no later than ______ o'clock _____ (New York City
time) on May 27, 1998 by signing a copy of this Terms Agreement in the space set
forth below and returning the signed copy to us.

                         Very truly yours,

                         MERRILL LYNCH & CO.
                         MERRILL LYNCH, PIERCE, FENNER & SMITH
                                   INCORPORATED
                         

      
                         By:  ------------------------------------- 
                                        
                               Name:
                               Title:


CONFIRMED AND ACCEPTED:
as of the date first above written

DUKE REALTY INVESTMENTS, INC.

By:
    ------------------------------------
    Name:
    Title: 

DUKE REALTY LIMITED PARTNERSHIP

By:  DUKE REALTY INVESTMENTS, INC.
     -----------------------------------
      General Partner

By:
   -------------------------------------
   Name:
   Title: