DUKE REALTY INVESTMENTS INC
8-A12G, 1997-07-11
REAL ESTATE INVESTMENT TRUSTS
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                             UNITED STATES
                  SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C. 20549

                               FORM 8-A

           FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                PURSUANT TO SECTION 12(b) OR (g) OF THE
                    SECURITIES EXCHANGE ACT OF 1934

                     DUKE REALTY INVESTMENTS, INC.
        (Exact name of registrant as specified in its charter)

                 INDIANA                                35-1740409
(State of incorporation or organization)  (I.R.S. Employer Identification No.)

                    8888 KEYSTONE CROSSING, SUITE 1200
                       INDIANAPOLIS, INDIANA 46240
                 (Address of principal executive offices,
                           Including Zip Code)



Securities to be registered pursuant to Section 12(b) of the Act:

        Title of each class                Name of each exchange on which
        to be so registered                 each class is to be registered

               NONE                                    NONE


If this Form relates to the registration of a class of debt securities and is 
effective upon filing pursuant to General Instructions A.(c)(1), please check 
the following box.  / /

If this Form relates to the registration of a class of debt securities and is 
to become effective simultaneously with the effectiveness of a concurrent 
registration statement under the Securities Act of 1933 pursuant to General 
Instruction A.(c)(2), please check the following box.   / /


Securities to be registered pursuant to Section 12(g) of the Act:


                          DEPOSITARY SHARES, EACH SHARE
                      REPRESENTING A 1/10 OWNERSHIP INTEREST
                              IN ONE 7.99% SERIES B
                  CUMULATIVE STEP-UP PREMIUM RATE PREFERRED SHARE

                                 (Title of Class)

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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.

        The securities of Duke Realty Investments, Inc. (the "Registrant") to 
be registered are certain Depositary Shares ("Depositary Shares"), each 
representing a one-tenth (1/10) ownership interest in one 7.99% Series B 
Cumulative Step-Up Premium Rate Preferred Share, $.01 par value, $500.00 
liquidation preference ("Preferred Shares"). The descriptions of the 
Depositary Shares and the Preferred Shares under headings "Description of 
Series B SUPeR Preferred Shares and Depositary Shares," "Description of 
Preferred Stock" and "Description of Depositary Shares" set forth in the 
Prospectus dated June 6, 1996 (File No. 333-04695) and the Supplement thereto 
filed by Registrant on July 10, 1997 pursuant to Rule 424(b) are hereby 
incorporated by reference.

        The Registrant has made application to list the Depositary Shares on 
the New York Stock Exchange (the "Exchange"). However, the Registrant does 
not anticipate that the application will be approved until the Exchange's 
distribution requirements are satisfied. As of July 10, 1997, a 
representative of the Exchange had informed the Registrant that the Exchange 
would require at least 100 beneficial owners of the Depositary Shares in 
order for the Depositary Shares to satisfy the Exchange's distribution 
requirements.

ITEM 2. EXHIBITS.

        4.1 Deposit Agreement dated July 11, 1997 among Registrant, 
            American Stock Transfer and Trust Co. and the holders from time to
            time of certain Depositary Receipts which is incorporated by
            reference from Exhibit 4.1 to the Registrant's Current Report on
            Form 8-K filed on July 11, 1997 (the "Current Report").

        4.2 Articles of Amendment of Registrant's Articles of Incorporation,
            filed with the Indiana Secretary of State, effective on July 11, 
            1997 and incorporated by reference from Exhibit 3 to the Current
            Report.

        4.3 Form of Depositary Receipt for the Depositary Shares which is 
            incorporated by reference from Exhibit 4.3 to the Current Report.

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                                   SIGNATURES

        Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized.

                                        DUKE REALTY INVESTMENTS, INC.



Dated: July 11, 1997                    By:     /s/ Dennis D. Oklak
                                            ---------------------------------
                                                 Dennis D. Oklak
                                                 Vice President and Treasurer













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