DUKE REALTY INVESTMENTS INC
S-3, 1999-07-01
REAL ESTATE INVESTMENT TRUSTS
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<PAGE>
     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 1, 1999
                                                      REGISTRATION NO. 33-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                         ------------------------------

                                    FORM S-3
                             REGISTRATION STATEMENT

                                     UNDER

                           THE SECURITIES ACT OF 1933
                         ------------------------------

                         DUKE REALTY INVESTMENTS, INC.

             (Exact name of registrant as specified in its charter)

<TABLE>
<S>                                                    <C>
                       INDIANA                                      35-1740409
  (State or other jurisdiction of incorporation or       (I.R.S. Employer Identification
                    organization)                                    Number)
</TABLE>

                         DUKE REALTY INVESTMENTS, INC.
                       8888 KEYSTONE CROSSING, SUITE 1200
                          INDIANAPOLIS, INDIANA 46240
                                 (317) 808-6000
  (Address, including zip code, and telephone number, including area code, of
                   registrant's principal executive offices)
                         ------------------------------

                                DENNIS D. OKLAK
                         DUKE REALTY INVESTMENTS, INC.
                       8888 KEYSTONE CROSSING, SUITE 1200
                          INDIANAPOLIS, INDIANA 46240
                                 (317) 808-6000
 (Name, address, including zip code, and telephone number, including area code,
                             of agent for service)
                         ------------------------------

                                WITH A COPY TO:

                              ALAN W. BECKER, ESQ.
                           BOSE MCKINNEY & EVANS LLP
                         135 NORTH PENNSYLVANIA STREET,
                                   SUITE 2700
                          INDIANAPOLIS, INDIANA 46204
                                 (317) 684-5000
                         ------------------------------

    APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
                         ------------------------------

    If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /

    If any securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. /X/

    If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /

    If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /

    If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
                         ------------------------------

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
                                                             PROPOSED MAXIMUM    PROPOSED MAXIMUM
                                            AMOUNT TO       AGGREGATE OFFERING      AGGREGATE           AMOUNT OF
   TITLE OF SHARES TO BE REGISTERED       BE REGISTERED     PRICE PER SHARE(1)  OFFERING PRICE(1)    REGISTRATION FEE
<S>                                     <C>                 <C>                 <C>                 <C>
Common Shares, $.01 par value per
  share...............................     14,106,443             $22.13          $312,175,584           $86,785
8.00% Series F Cumulative Redeemable
  Preference Shares, $.01 par value
  per share...........................      1,400,000             $25.00           $35,000,000            $9,730
8.625% Series H Cumulative Redeemable
  Preference Shares, $.01 par value
  per share...........................      2,600,000             $25.00           $65,000,000           $18,070
  Total...............................

                                                                                                        $114,585
</TABLE>

(1) Estimated solely for the purpose of calculating the registration fee in
    accordance with Rule 457 under the Securities Act.
                         ------------------------------

    THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON
SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY
DETERMINE.

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. THE
SELLING SHAREHOLDERS MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION
STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS
PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN
OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER FOR SALE IS NOT
PERMITTED.
<PAGE>
                             SUBJECT TO COMPLETION
                   PRELIMINARY PROSPECTUS DATED JULY 1, 1999

PROSPECTUS

                         DUKE REALTY INVESTMENTS, INC.

                           14,106,443 COMMON SHARES
   1,400,000 SHARES OF 8.00% SERIES F CUMULATIVE REDEEMABLE PREFERENCE SHARES
  2,600,000 SHARES OF 8.625% SERIES H CUMULATIVE REDEEMABLE PREFERENCE SHARES

                             ---------------------

    The persons listed as our Selling Shareholders in this prospectus are
offering up to 14,106,443 Common Shares, 1,400,000 Series F Preference Shares,
and 2,600,000 Series H Preference Shares. We will not receive any proceeds from
the sale of our Common Shares or Preferred Shares by the Selling Shareholders.

    The Common Shares and Preference Shares offered by this prospectus were
acquired or will be acquired by the Selling Shareholders pursuant to a warrant
or in exchange for units of limited partnership interest issued to them in
connection with the merger of Weeks Realty, L.P. with and into Duke Realty
Limited Partnership. The combined limited partnership has changed its name to
Duke-Weeks Realty Limited Partnership.

    Our Common Shares are traded on the New York Stock Exchange under the ticker
symbol "DRE." On June 25, 1999, the closing price of one Common Share as
reported on the NYSE was $22.3125.

    The Series F Preferred Shares have been approved for listing on the NYSE
subject to official notice of issuance.

                            ------------------------

    NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

               The date of this prospectus is             , 1999
<PAGE>
    If it is against the law in any state or other jurisdiction to make an offer
to sell our Common Shares or Preferred Shares (or to solicit an offer from
someone to buy our Common Shares or Preferred Shares), then this prospectus does
not apply to any person in that state, and this prospectus makes no offer or
solicitation to any such person.

    You should rely only on the information incorporated by reference or
provided in this prospectus or any supplement. Neither we nor any of the Selling
Shareholders have authorized anyone to provide you with different information.
You should not assume that the information in this prospectus or any supplement
is accurate as of any date other than the date on the front of these documents.

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                PAGE
                                                                                                                -----
<S>                                                                                                          <C>
The Company................................................................................................           4
Use of Proceeds............................................................................................           5
Consolidated Ratio of Earnings to Fixed Charges, Preferred Share Dividends and Preferred Partnership Unit
  Distributions............................................................................................           5
Selling Shareholders.......................................................................................           6
Federal Income Tax Considerations..........................................................................          10
Plan of Distribution.......................................................................................          22
Legal Matters..............................................................................................          23
Experts....................................................................................................          24
</TABLE>

                           FORWARD-LOOKING STATEMENTS

    This prospectus and any prospectus supplement includes and incorporates by
reference forward-looking statements. We have based these forward-looking
statements on our current expectations and projections about future events.
These forward-looking statements are subject to risks, uncertainties and
assumptions about us, including, among other things:

    - Our anticipated future acquisition and development strategies;

    - Tax risks, including our continued qualification as a real estate
      investment trust;

    - The limited geographic diversification of our real estate portfolio; and

    - General real estate investment risks, including local market conditions
      and rental rates, competition for tenants, tenant defaults, possible
      environmental liabilities and financing risks.

    We undertake no obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise.
In light of these risks, uncertainties and assumptions, the forward-looking
events discussed in this prospectus and any supplement or incorporated by
reference may not occur.

                                       2
<PAGE>
                        ADDITIONAL INFORMATION AVAILABLE

    We file annual, quarterly and special reports, proxy statements and other
information with the SEC. You may read and copy any document we file at the
following SEC public reference rooms:

<TABLE>
<CAPTION>
<S>                            <C>                            <C>
450 Fifth Street, N.W.         7 World Trade Center           500 West Madison Street
Room 1024                      Suite 1300                     Suite 1400
Washington, D.C. 20549         New York, New York 10048       Chicago, Illinois 60661
</TABLE>

Our SEC filings can also be read at the following address:

New York Stock Exchange
20 Broad Street
New York, New York 10005

Our SEC filings are also available to the public from the SEC's Web Site at
http://www.sec.gov.

    This prospectus is part of a registration statement we filed with the SEC.
The SEC allows us to "incorporate by reference" the information we file with
them, which means that we can disclose important information to you by referring
you to those documents. The information incorporated by reference is considered
to be part of this prospectus, and later information that we file with the SEC
will automatically update and supersede this information. We incorporate by
reference the documents listed below and any future filings made with the SEC
under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934
until all of the Selling Shareholders sell all of the shares of common stock to
which this prospectus relates or the offering is otherwise terminated.

    1.  Our Annual Report on Form 10-K (file no. 1-9044) for the year ended
        December 31, 1998.

    2.  Our Quarterly Report on Form 10-Q (file no. 1-9044) for the quarter
        ended March 31, 1999.

    3.  Our Current Reports on Form 8-K (file no. 1-9044) filed January 19, 1999
        and March 3, 1999.

    4.  Our Registration Statement on Form S-4 (file no. 1-9044) filed
        May 3, 1999.

    5.  Weeks' Annual Report on Form 10-K for the year ended December 31, 1998.

    6.  Weeks' Quarterly Report on Form 10-Q for the quarter ended March 31,
        1997.

    7.  The description of our Common Shares contained in our registration
        statement on Form 8-A (file no. 1-9044) as amended.

    8.  The description of our Preferred Shares contained in our registration
        statements on Form 8-A dated August 15, 1996, July 11, 1997, July 31,
        1998, November 19, 1998 and January 19, 1999.

    9.  The description of our 8.0% Series F Cumulative Redeemable Preference
        Shares and 8.625% Series H Cumulative Redeemable Preference Shares
        contained in our registration statement on Form 8-A dated April 28,
        1999.

    You may request a copy of these filings, at no cost, by writing or
telephoning us at the following address:

    Investor Relations
    Duke Realty Investments, Inc.
    8888 Keystone Crossing, Suite 1200
    Indianapolis, Indiana 46240
    Telephone: (317) 808-6005
    www.dukereit.com

                                       3
<PAGE>
                                  THE COMPANY

    THE FOLLOWING INFORMATION MAY NOT CONTAIN ALL THE INFORMATION THAT MAY BE
IMPORTANT TO YOU. YOU SHOULD READ THE ENTIRE PROSPECTUS AND ANY ACCOMPANYING
SUPPLEMENT, AS WELL AS THE DOCUMENTS INCORPORATED BY REFERENCE IN THIS
PROSPECTUS BEFORE MAKING AN INVESTMENT DECISION. UNLESS OTHERWISE INDICATED, THE
INFORMATION CONTAINED IN THIS PROSPECTUS IS PRESENTED AS OF MARCH 31, 1999. ALL
REFERENCES TO "WE", "DUKE-WEEKS" OR THE "COMPANY" IN THIS PROSPECTUS MEAN
DUKE-WEEKS REALTY CORPORATION, THE SURVIVING ENTITY FOLLOWING THE MERGER OF
WEEKS CORPORATION WITH AND INTO DUKE REALTY INVESTMENTS, INC., AND ALL ENTITIES
OWNED OR CONTROLLED BY DUKE-WEEKS REALTY CORPORATION, EXCEPT WHERE IT IS MADE
CLEAR THAT THE TERM MEANS ONLY THE PARENT COMPANY. ALL REFERENCES TO "DUKE" IN
THIS PROSPECTUS MEAN DUKE REALTY INVESTMENTS, INC. BEFORE THE EFFECTIVE TIME OF
THE MERGER WITH WEEKS CORPORATION. ALL REFERENCES TO "WEEKS" MEAN WEEKS
CORPORATION AS IN EXISTENCE BEFORE THE EFFECTIVE TIME OF THE MERGER INTO DUKE.

    We are a self-administered and self-managed real estate investment trust (a
"REIT") that began operations through a related entity in 1972. On July 2, 1999,
Weeks Corporation was merged with and into Duke Realty Investments, Inc. In the
merger (the "Merger"),

    - each outstanding share of common stock of Weeks was converted into the
      right to receive 1.38 shares of common stock of Duke; and

    - each outstanding share of Weeks preferred stock was converted into the
      right to receive preference shares representing preferred stock of Duke
      having substantially identical terms to the corresponding series of Weeks
      preferred stock;

    In addition, one day prior to the Merger, Weeks' principal operating
subsidiary, Weeks Realty, L.P., was merged into Duke's principal operating
subsidiary, Duke Realty Limited Partnership (the "OP Merger"). After the OP
Merger, the surviving entity changed its name to Duke-Weeks Realty Limited
Partnership (the "Operating Partnership").

    After the Merger, the combined company:

    - owns 859 industrial, office and retail properties (including properties
      under development), based on the real estate assets held by Duke and Weeks
      as of March 31, 1999, consisting of over 90 million square feet, including
      assets held by unconsolidated subsidiaries and joint ventures;

    - owns or controls approximately 4,800 acres of land with an estimated
      future development potential of approximately 65 million square feet of
      industrial, office and retail properties;

    - is the largest mixed office/industrial REIT in the United States based on
      the amount of rentable space owned by us and equity market capitalization;

    - has a strong combined management team benefiting from the combined years
      of experience in the industrial/office real estate industry of Duke and
      Weeks and is able to leverage its skills over a broader base of assets and
      a large development pipeline; and

    - has a more geographically diversified asset base which should reduce cash
      flow sensitivity to local economic cycles and provide more consistent
      development opportunities.

    In addition to our rental operations, we provide the following services for
approximately 6.9 million square feet of properties owned by third parties:

    - leasing;

    - management;

    - construction;

    - development; and

    - other tenant-related services.

                                       4
<PAGE>
    We directly or indirectly hold all of our interests in our properties and
land and we conduct all of our operations through the Operating Partnership.
Holders of units in the Operating Partnership (other than us) may exchange them
for our common stock on a one for one basis. When units are exchanged for common
stock, our percentage interest in the Operating Partnership increases. Duke
controls Duke Realty Limited Partnership as its sole general partner and owned,
as of March 31, 1999, approximately 89% of its units. In addition, as of March
31, 1999, Duke's senior management team owned approximately 13% of Duke through
ownership of common stock and units in Duke Realty Limited Partnership.

    We are an Indiana corporation that was originally incorporated in the State
of Delaware in 1985 and reincorporated in the State of Indiana in 1992. Our
executive offices are located at 8888 Keystone Crossing, Suite 1200,
Indianapolis, Indiana 46240 and our telephone number is (317) 808-6000. We also
have regional offices in Atlanta, Georgia; Cincinnati, Ohio; Columbus, Ohio;
Cleveland, Ohio; Chicago, Illinois; Nashville, Tennessee; St. Louis, Missouri
and Minneapolis, Minnesota.

                                USE OF PROCEEDS

    We will not receive any proceeds from the sale of the Common Shares and
Preferred Shares offered by the Selling Shareholders.

                CONSOLIDATED RATIO OF EARNINGS TO FIXED CHARGES

    The following table sets forth Duke's ratio of earnings to fixed charges,
for each of the last five fiscal years and for the three months ended March 31,
1999. The table also sets forth the ratio of earnings to fixed charges on a pro
forma basis assuming the merger with Weeks had occurred as of the beginning of
the year ended December 31, 1998 and as of the three month period ended March
31, 1999.
<TABLE>
<CAPTION>
                                                                                                         YEAR ENDED
                                                                                                       DEC. 31, 1998
                                YEAR ENDED       YEAR ENDED       YEAR ENDED       YEAR ENDED     ------------------------
                               DEC. 31, 1994    DEC. 31, 1995    DEC. 31, 1996    DEC. 31, 1997     ACTUAL      PROFORMA
                              ---------------  ---------------  ---------------  ---------------  -----------  -----------
<S>                           <C>              <C>              <C>              <C>              <C>          <C>
Ratio of earnings to fixed
  charges: (1)..............         2.33x            2.38x            2.18x            2.12x          2.05x        1.83x

<CAPTION>

                                 THREE MONTHS ENDED

                                   MARCH 31, 1999
                              ------------------------
                                ACTUAL      PROFORMA
                              -----------  -----------
<S>                           <C>          <C>
Ratio of earnings to fixed
  charges: (1)..............       1.89x        1.70x
</TABLE>

- ------------------------

(1) For purposes of computing the ratios, earnings have been calculated by
    adding fixed charges (excluding capitalized interest) to income before
    minority interests of common unit holders and gains or losses on property
    sales. Fixed charges consist of interest costs, whether expensed or
    capitalized, amortization of debt issuance costs and preferred equity
    distributions.

                                       5
<PAGE>
                              SELLING SHAREHOLDERS

    In connection with the Merger, Duke assumed the obligations of Weeks under
certain registration rights agreements which require us to register the Common
Shares and Preference Shares issued or issuable to the Selling Shareholders
pursuant to a warrant or in exchange for units of limited partnership interest
in the Operating Partnership received by them in the OP Merger. We are required
to keep this registration statement effective until the Selling Shareholders
have sold all of their shares.

    The following table lists:

    (1) the Selling Shareholders who may sell the securities covered by this
       prospectus (the "Secondary Shares"), and

    (2) the total number and percentage of Common Shares and Preference Shares
       each of them owns plus

       -  the number of Common Shares into which Common Units and preferred
           partnership units held by such Selling Shareholder may be exchanged
           (if the Company elects to issue Common Shares rather than pay cash
           upon such exchange) or issuable upon exercise of a warrant held by a
           Selling Shareholder, and

       -  the number of Preference Shares into which preferred partnership units
           held by such Selling Shareholder may be exchanged or issuable upon
           exercise of such warrant.

    Since the Selling Shareholders may sell all, some or none of their Secondary
Shares, no estimate can be made of the total number of Secondary Shares that are
to be offered by this prospectus or that will be owned by each Selling
Shareholder when this offering is completed. If necessary, we will include other
required information about any of the Selling Shareholders in a prospectus
supplement. Selling Shareholders that are entities may distribute Secondary
Shares to their equity owners prior to sales under this prospectus. The Selling
Shareholders may also include persons who are donees or pledgees of the listed
Selling Shareholders. Any such persons will be identified by a supplement to
this prospectus to the extent required.

                                       6
<PAGE>
<TABLE>
<CAPTION>
                                                               BENEFICIAL OWNERSHIP PRIOR TO OFFERING (ASSUMING EXCHANGE OF
                                                                   UNITS FOR SECONDARY SHARES AND EXERCISE OF WARRANT)
                                                              --------------------------------------------------------------
                                                                                                              PERCENTAGE OF
                                                                               PERCENTAGE OF    NUMBER OF      PREFERENCE
                                                                NUMBER OF      COMMON SHARES    PREFERENCE       SHARES
NAME                                                          COMMON SHARES   OUTSTANDING (1)     SHARES     OUTSTANDING (1)
- ------------------------------------------------------------  -------------   ---------------   ----------   ---------------
<S>                                                           <C>             <C>               <C>          <C>
GB Partners, Ltd (2)........................................       25,476         *                    --        --
Sanford H. Orkin............................................      117,252         *                    --        --
Barbara H. Orkin, as Trustee
  of the Sheri Orkin Life Trust U/A with Sanford H. Orkin...       19,542         *                    --        --
Barbara H. Orkin, as Trustee
  of the Laurie Orkin Life Trust U/A with Sanford H.
  Orkin.....................................................       19,542         *                    --        --
Barbara H. Orkin, as Trustee
  of the Michael Orkin Life Trust U/A with Sanford H.
  Orkin.....................................................       19,542         *                    --        --
Barbara H. Orkin, as Trustee
  of the Kenneth Orkin Life Trust U/A with Sanford H.
  Orkin.....................................................       19,542         *                    --        --
The Futrell Properties Limited Partnership No. 1............       63,335         *                    --        --
Thomas M. Beckman...........................................       39,527         *                    --        --
Thomas B. Fowler, Jr........................................       39,527         *                    --        --
Ackerman & Co...............................................       40,749         *                    --        --
AEW Targeted Securities Fund, L.P. (3)......................    3,220,310       2.32%           1,400,000       18.92%
Goldman Sachs 1998 Exchange Fund, L.P.......................           --         *             2,600,000      100.00%
A. Ray Weeks, Jr., Chairman
  and Chief Executive Officer...............................    2,564,120(4)    1.88%                  --        --
Thomas D. Senkbeil, Vice Chairman
  and Chief Investment Officer..............................      346,700(5)      *                    --        --
Forrest W. Robinson, President
  and Chief Operating Officer...............................      268,875(6)      *                    --        --
John W. Nelly, Jr., Managing Director.......................    3,928,554(7)    2.89%                  --        --
Albert W. Buckley, Jr., Managing Director...................    3,931,595(8)    2.89%                  --        --
Helen B. Weeks..............................................      225,006(9)      *                    --        --
Preston Tisch...............................................      226,321         *                    --        --
NWI Warehouse Group, L.P....................................    3,844,196       2.83%                  --        --
Buckley & Company Real Estate, Inc..........................       27,600                                        --
The Benson Capital Company..................................      442,595         *                    --        --
Raha Associates, Inc........................................       10,048         *                    --        --
Weeks Foundation, Inc.......................................       43,898         *                    --        --
The ARW Family Trust........................................        4,140         *                    --        --
Weeks Horizon Corp..........................................      160,097         *                    --        --
Weeks Hillside Corp.........................................      107,840         *                    --        --
Weeks Southridge Corp.......................................       59,330         *                    --        --
HV, Inc.....................................................       23,562         *                    --        --
Weeks Management Corp.......................................        1,576         *                    --        --
RTF Management Corp.........................................          355         *                    --        --
John P. Weeks (15)..........................................      407,907         *                    --        --
Marsha L. Weeks (16)........................................      352,317         *                    --        --

<CAPTION>
                                                                                                    BENEFICIAL OWNERSHIP

                                                                                                     AFTER THE OFFERING

                                                                                                   (ASSUMING EXCHANGE OF

                                                                                                 UNITS FOR SECONDARY SHARES

                                                                                                  AND EXERCISE OF WARRANT)

                                                                                                ----------------------------

                                                                                 NUMBER OF                   PERCENTAGE OF

                                                                NUMBER OF        PREFERENCE     NUMBER OF        COMMON

                                                              COMMON SHARES        SHARES        COMMON          SHARES

NAME                                                          OFFERED HEREBY   OFFERED HEREBY    SHARES     OUTSTANDING (1)

- ------------------------------------------------------------  --------------   --------------   ---------   ----------------

<S>                                                           <C>              <C>              <C>         <C>
GB Partners, Ltd (2)........................................       25,476               --            --        *

Sanford H. Orkin............................................      117,252               --            --        *

Barbara H. Orkin, as Trustee
  of the Sheri Orkin Life Trust U/A with Sanford H. Orkin...       19,542               --            --        *

Barbara H. Orkin, as Trustee
  of the Laurie Orkin Life Trust U/A with Sanford H.
  Orkin.....................................................       19,542               --            --        *

Barbara H. Orkin, as Trustee
  of the Michael Orkin Life Trust U/A with Sanford H.
  Orkin.....................................................       19,542               --            --        *

Barbara H. Orkin, as Trustee
  of the Kenneth Orkin Life Trust U/A with Sanford H.
  Orkin.....................................................       19,542               --            --        *

The Futrell Properties Limited Partnership No. 1............       63,335               --            --        *

Thomas M. Beckman...........................................       39,527               --            --        *

Thomas B. Fowler, Jr........................................       39,527               --            --        *

Ackerman & Co...............................................       40,749               --            --        *

AEW Targeted Securities Fund, L.P. (3)......................    2,888,792        1,400,000       331,338        *

Goldman Sachs 1998 Exchange Fund, L.P.......................           --        2,600,000            --        *

A. Ray Weeks, Jr., Chairman
  and Chief Executive Officer...............................    1,161,712               --       219,606(10)     *

Thomas D. Senkbeil, Vice Chairman
  and Chief Investment Officer..............................      138,748               --       148,267(11)     *

Forrest W. Robinson, President
  and Chief Operating Officer...............................       67,206               --       141,984(12)     *

John W. Nelly, Jr., Managing Director.......................           --               --       222,358(13)     *

Albert W. Buckley, Jr., Managing Director...................           --               --       197,800(14)     *

Helen B. Weeks..............................................      225,006               --            --        *

Preston Tisch...............................................      226,321               --            --        *

NWI Warehouse Group, L.P....................................    3,706,196               --       138,000        *

Buckley & Company Real Estate, Inc..........................       27,600               --            --
The Benson Capital Company..................................      442,595               --            --        *

Raha Associates, Inc........................................       10,048               --            --        *

Weeks Foundation, Inc.......................................       43,898               --            --        *

The ARW Family Trust........................................        4,140               --            --        *

Weeks Horizon Corp..........................................      160,097               --            --        *

Weeks Hillside Corp.........................................      107,840               --            --        *

Weeks Southridge Corp.......................................       59,330               --            --        *

HV, Inc.....................................................       23,562               --            --        *

Weeks Management Corp.......................................        1,576               --            --        *

RTF Management Corp.........................................          355               --            --        *

John P. Weeks (15)..........................................      407,907               --            --        *

Marsha L. Weeks (16)........................................      352,317               --            --        *

</TABLE>

                                       7
<PAGE>
<TABLE>
<CAPTION>
                                                                BENEFICIAL OWNERSHIP PRIOR TO OFFERING (ASSUMING
                                                                                   EXCHANGE OF
                                                                   UNITS FOR SECONDARY SHARES AND EXERCISE OF
                                                                                    WARRANT)
                                                                -------------------------------------------------
                                                                                    PERCENTAGE OF      NUMBER OF
                                                                   NUMBER OF        COMMON SHARES     PREFERENCE
NAME                                                             COMMON SHARES     OUTSTANDING (1)      SHARES
- --------------------------------------------------------------  ---------------  -------------------  -----------
<S>                                                             <C>              <C>                  <C>
Patricia L. Weeks (17)........................................       322,730              *                   --
Deborah W. Felker (18)........................................       299,314              *                   --
Ray Weeks, Jr., as Trustee under the Last Will and Testament
  of Alvin Ray Weeks, dated March 1, 1983 ("Trust U/W").......       293,475              *                   --
Harry T. Weeks, A. Ray Weeks, Jr. and Martha Patterson Weeks,
  as Trustee under that certain Trust Agreement dated October
  27, 1976, as amended ("Trust B")............................       263,523              *                   --
Oakdale Land Management ......................................       152,480              *                   --
Harry T. Weeks ...............................................        37,998              *                   --
Michael Eckas.................................................        13,800
Marie Antoinette Robertson....................................       370,541              *                   --
Harold S. Lichtin (19)........................................     1,453,372            1.07%                 --
Noel A. Lichtin...............................................           411              *                   --
Perimeter Park West Associates Limited Partnership............       485,048              *                   --
Amy R. Ehrman.................................................         2,833              *                   --
Roland G. Robertson...........................................         2,833              *                   --
Timothy Nichols...............................................         2,425              *                   --
Roderick Duncan...............................................         4,041              *                   --
James McCabe..................................................            54              *                   --
Anne Broaddus.................................................         2,154              *                   --
Harold S. Lichtin Family Limited Partnership..................       472,745              *                   --
Louis C. Robinson ............................................        31,072              *                   --
Branch/Interallianz Realty Fund, L.P..........................        21,463              *                   --
John C. Atwell ...............................................        21,891              *                   --
Clyde H. Duckett (21).........................................        90,712              *                   --
Robert C. Cutlip (22).........................................        74,182              *                   --
Klay W. Simpson ..............................................         5,915              *                   --
Mark W. Flowers (23)..........................................        45,539              *                   --
Armando Codina (24)...........................................       376,141              *                   --
Codina Family Investments, Ltd................................        41,884              *                   --
Codina West Dade Development Corporation......................       162,415              *                   --

<CAPTION>
                                                                                                                     BENEFICIAL
                                                                                                                      OWNERSHIP
                                                                                                                      AFTER THE
                                                                                                                      OFFERING
                                                                                                                      (ASSUMING
                                                                                                                     EXCHANGE OF
                                                                                                                      UNITS FOR
                                                                                                                      SECONDARY
                                                                                                                       SHARES
                                                                                                                         AND
                                                                                                                     EXERCISE OF
                                                                                                                      WARRANT)
                                                                                                                     -----------
                                                                   PERCENTAGE OF                       NUMBER OF
                                                                    PREFERENCE         NUMBER OF       PREFERENCE     NUMBER OF
                                                                      SHARES         COMMON SHARES       SHARES        COMMON
NAME                                                              OUTSTANDING (1)    OFFERED HEREBY  OFFERED HEREBY    SHARES
- --------------------------------------------------------------  -------------------  --------------  --------------  -----------
<S>                                                             <C>                  <C>             <C>             <C>
Patricia L. Weeks (17)........................................          --                322,730              --            --
Deborah W. Felker (18)........................................          --                299,314              --            --
Ray Weeks, Jr., as Trustee under the Last Will and Testament
  of Alvin Ray Weeks, dated March 1, 1983 ("Trust U/W").......          --                293,475              --            --
Harry T. Weeks, A. Ray Weeks, Jr. and Martha Patterson Weeks,
  as Trustee under that certain Trust Agreement dated October
  27, 1976, as amended ("Trust B")............................          --                263,523              --            --
Oakdale Land Management ......................................          --                152,480              --            --
Harry T. Weeks ...............................................          --                 37,998              --            --
Michael Eckas.................................................          --                 13,800              --            --
Marie Antoinette Robertson....................................          --                370,541              --            --
Harold S. Lichtin (19)........................................          --                439,967              --        55,200(20)
Noel A. Lichtin...............................................          --                    411              --            --
Perimeter Park West Associates Limited Partnership............          --                485,048              --            --
Amy R. Ehrman.................................................          --                  2,833              --            --
Roland G. Robertson...........................................          --                  2,833              --            --
Timothy Nichols...............................................          --                  2,425              --            --
Roderick Duncan...............................................          --                  4,041              --            --
James McCabe..................................................          --                     54              --            --
Anne Broaddus.................................................          --                  2,154              --            --
Harold S. Lichtin Family Limited Partnership..................          --                472,745              --            --
Louis C. Robinson ............................................          --                 27,622              --         3,450
Branch/Interallianz Realty Fund, L.P..........................          --                 21,463              --            --
John C. Atwell ...............................................          --                 19,234              --             *
Clyde H. Duckett (21).........................................          --                 21,442              --        69,269
Robert C. Cutlip (22).........................................          --                  7,090              --        67,091
Klay W. Simpson ..............................................          --                  5,672              --           243
Mark W. Flowers (23)..........................................          --                  2,127              --        43,412
Armando Codina (24)...........................................          --                171,842              --         6,900
Codina Family Investments, Ltd................................          --                 41,884              --            --
Codina West Dade Development Corporation......................          --                162,415              --            --

<CAPTION>

                                                                   PERCENTAGE OF
                                                                      COMMON
                                                                      SHARES
NAME                                                              OUTSTANDING (1)
- --------------------------------------------------------------  -------------------
<S>                                                             <C>
Patricia L. Weeks (17)........................................           *
Deborah W. Felker (18)........................................           *
Ray Weeks, Jr., as Trustee under the Last Will and Testament
  of Alvin Ray Weeks, dated March 1, 1983 ("Trust U/W").......           *
Harry T. Weeks, A. Ray Weeks, Jr. and Martha Patterson Weeks,
  as Trustee under that certain Trust Agreement dated October
  27, 1976, as amended ("Trust B")............................           *
Oakdale Land Management ......................................           *
Harry T. Weeks ...............................................           *
Michael Eckas.................................................           *
Marie Antoinette Robertson....................................           *
Harold S. Lichtin (19)........................................           *
Noel A. Lichtin...............................................           *
Perimeter Park West Associates Limited Partnership............           *
Amy R. Ehrman.................................................           *
Roland G. Robertson...........................................           *
Timothy Nichols...............................................           *
Roderick Duncan...............................................           *
James McCabe..................................................           *
Anne Broaddus.................................................           *
Harold S. Lichtin Family Limited Partnership..................           *
Louis C. Robinson ............................................           *
Branch/Interallianz Realty Fund, L.P..........................           *
John C. Atwell ...............................................           *
Clyde H. Duckett (21).........................................           *
Robert C. Cutlip (22).........................................           *
Klay W. Simpson ..............................................           *
Mark W. Flowers (23)..........................................           *
Armando Codina (24)...........................................           *
Codina Family Investments, Ltd................................           *
Codina West Dade Development Corporation......................           *
</TABLE>

                                       8
<PAGE>
- ----------------------------------

*   Represents less than 1% of the Company's outstanding class of securities

(1) The percentage owned calculations are based on the number of Common Shares
    and each class of Preference Shares (assuming issuance of all Secondary
    Shares) outstanding on June 25, 1999.

(2) GB Partners, Ltd, is a Florida limited partnership, of which Charles D.
    Graham and Bobby L. Beavers serve as the sole general partners. Mr. Graham
    has served as a Senior Vice President of Weeks Corporation since October 27,
    1997, and will serve as a Senior Vice President in Duke-Weeks.

(3) AEW Targeted Securities Fund, L.P. is a partnership of which AEW TSF, L.L.C.
    is the General Partner. AEW TSF, Inc., a wholly owned subsidiary of AEW
    Capital Management, L.P., is the manager-member of AEW TSF, L.L.C. AEW
    Capital Management, Inc. is the general partner of AEW Capital Management,
    L.P. As such, AEW TSF, L.L.C, AEW TSF, Inc., AEW Capital Management, L.P.
    and AEW Capital Management, Inc. may be deemed to beneficially own the
    Common Shares and Preference Shares Stock referred to in the table above. In
    addition, AEW Capital Management, L.P. and AEW Capital Management, Inc.,
    also beneficially own 331,338 Common Shares.

(4) Includes (a) 4,784 Common Shares and 552,214 Units held by trusts of which
    Mr. Weeks is co-trustee and a 20% beneficiary, (b) 43,898 Common Shares held
    by Weeks Foundation, Inc., a foundation of which Mr. Weeks is a director,
    (c) 4,140 Common Shares held by the ARW Family Trust of which Mr. Weeks is a
    trustee, (d) 352,760 Units held by corporations that A. Ray Weeks, Jr.
    controls, including Units held by those corporations discussed in notes (2)
    and (3), (e) 225,006 Units held by Mr. Weeks' spouse, and (f) 179,400 Common
    Shares issuable upon the exercise of stock options that are currently
    exercisable or are exercisable within 60 days.

(5) Includes (a) 59,330 Units held by a corporation which is owned 60%, 30% and
    10%, respectively, by Mr. Weeks, Mr. Senkbeil and Mr. Robinson, (b) 355
    Units held by a corporation which is owned 75%, 20% and 5% respectively, by
    Mr. Weeks, Mr. Senkbeil and Mr. Robinson, and (c) 138,000 Common Shares
    issuable upon the exercise of stock options that are currently exercisable
    or are exercisable within 60 days.

(6) Includes(a) 59,330 Units held by a corporation which is owned 60%, 30% and
    10%, respectively, by Mr. Weeks, Mr. Senkbeil and Mr. Robinson, (b) 355
    Units held by a corporation which is owned 75%, 20% and 5% respectively, by
    Mr. Weeks, Mr. Senkbeil and Mr. Robinson, and (c) 133,400 Common Shares
    issuable upon the exercise of stock options that are currently exercisable
    or are exercisable within 60 days.

(7) Includes (a) 138,000 Common Shares and 3,706,196 Units held by NWI Warehouse
    Group, L.P., a partnership of which Mr. Nelly is a general partner, and (b)
    72,450 Common Shares issuable upon the exercise of stock options that are
    currently exercisable or are exercisable within 60 days. Mr. Nelly disclaims
    beneficial ownership of 108,243 of the Common Shares and 2,907,021 of the
    Units held by NWI Warehouse Group, L.P.

(8)  Includes (a) 138,000 Common Shares and 3,706,196 Units held by NWI
     Warehouse Group, L.P., a partnership of which Mr. Buckley is a general
     partner, (b) 27,600 Units held by Buckley & Company Real Estate, Inc., a
     corporation that Mr. Buckley controls, and (c) 59,800 Common Shares
     issuable upon the exercise of stock options that are currently exercisable
     of are exercisable within 60 days. Mr. Buckley disclaims beneficial
     ownership of 108,801 Common Shares and 2,922,002 of the Units held by
     NWI Warehouse, L.P.

(9)  Excludes 586,711 Common Shares and 1,752,403 Units beneficially owned by A.
     Ray Weeks, Jr., Mrs. Weeks' spouse.

(10) Includes 179,400 Common Shares issuable upon the exercise of stock options
     that are currently exercisable or are exercisable within 60 days.

(11) Includes 138,000 Common Shares issuable upon the exercise of stock option
     that are currently exercisable or are exercisable within 60 days.

(12) Includes 133,400 Common Shares issuable upon the exercise of stock options
     that are currently exercisable or are exercisable within 60 days.

(13) Includes (a) 138,000 Common Shares held by NWI Warehouse Group, L.P., a
     partnership of which Mr. Nelly is a general partner, and (b) 72,450 Common
     Shares issuable upon the exercise of stock options that are currently
     exercisable or are exercisable within 60 days. Mr. Nelly disclaims
     beneficial ownership of 108,243 Common Shares held by NWI Warehouse Group,
     L.P.

(14) Includes (a) 138,000 Common Shares held by NWI Warehouse Group, L.P., a
     partnership of which Mr. Buckley is a general partner, and (b) 59,800
     Common Shares issuable upon the exercise of stock options that are
     currently exercisable or are exercisable within 60 days. Mr. Buckley
     disclaims beneficial ownership of 108,801 Common Shares held by NWI
     Warehouse Group, L.P.

(15) John P. Weeks is the brother of A. Ray Weeks, Jr. Mr. Weeks has pledged
     certain of his Secondary Shares to Wachovia Bank N.A., as collateral for
     a loan. The above table excludes an aggregate of 956 Common Shares and
     110,443 Units that Mr. Weeks beneficially owns as a beneficiary of Trust
     U/W and Trust B.

(16) Marsha L. Weeks is a sister of A. Ray Weeks, Jr. The above table
     excludes an aggregate of 956 Common Shares and 110,443 Units that Ms.
     Weeks beneficially owns as a beneficiary of Trust U/W and Trust B.

(17) Patricia L. Weeks is a sister of A. Ray Weeks, Jr. The above table
     excludes an aggregate of 956 Common Shares and 110,443 Units that Ms.
     Weeks beneficially owns as a beneficiary of Trust U/W and Trust B.

(18) Deborah W. Felker is a sister of A. Ray Weeks, Jr. The above table
     excludes an aggregate of 956 Common Shares and 110,443 Units that Ms.
     Weeks beneficially owns as a beneficiary of Trust U/W and Trust B.

(19) Includes 389,406 Common Shares and 957,793 Units held by entities which
     Mr. Lichtin controls and 411 Units held by Mr. Lichtin's spouse.

(20) Includes 55,200 Common Shares issuable upon the exercise of stock
     options that are currently exercisable within 60 days.

(21) Mr. Duckett was a Senior Vice President--Construction of Weeks
     Corporation and will serve as a Senior Vice President--Construction of
     Duke-Weeks.

(22) Mr. Cutlip was a Senior Vice President--Development of Weeks Corporation
     and will serve as a Regional Executive Vice President of Duke-Weeks.

(23) Mr. Flowers was a Senior Vice President--Landscape of Weeks Corporation
     and will serve as a Senior Vice President--Landscape of Duke-Weeks.

(24) Includes (a) 204,299 Units held by entities which Mr. Codina controls, and
     (b) 6,900 Common Shares issuable upon the exercise of stock options that
     are currently exercisable.

                                       9
<PAGE>
                       FEDERAL INCOME TAX CONSIDERATIONS

GENERAL

    The following discussion summarizes the material federal income tax
considerations that may be relevant to a prospective holder of Common Shares or
Preference Shares, is based on current law, and is not intended and should not
be construed as tax advice. The following discussion, which is not exhaustive of
all possible tax considerations, does not include a detailed discussion of any
state, local or foreign tax considerations. In addition, this discussion is
intended to address only those federal income tax considerations that are
generally applicable to all prospective U.S. shareholders and does not discuss
all of the aspects of federal income taxation that may be relevant to a
prospective U.S. shareholder in light of his or her particular circumstances or
to certain types of shareholders (including insurance companies, tax-exempt
entities, financial institutions or broker-dealers, foreign corporations and
persons who are not citizens or residents of the United States) who are subject
to special treatment under the federal income tax laws.

    The statements and opinions in this discussion are based on current
provisions of the Code, existing, temporary and currently proposed Treasury
Regulations under the Code, the legislative history of the Code, existing
administrative rulings and practices of the Internal Revenue Service ("IRS") and
judicial decisions. No assurance can be given that legislative, judicial or
administrative changes will not affect the accuracy of any statements in this
prospectus with respect to transactions entered into or contemplated prior to
the effective date of such changes. In addition, we have not requested and do
not plan to request any rulings from the IRS concerning our tax treatment or the
tax treatment of the Operating Partnership. Accordingly, no assurance can be
given that the statements set forth herein (which do not bind the IRS or the
courts) will not be challenged by the IRS or sustained by the courts if so
challenged.

    THIS DISCUSSION IS NOT INTENDED AS A SUBSTITUTE FOR CAREFUL TAX PLANNING.
EACH PROSPECTIVE PURCHASER OF COMMON SHARES OR PREFERENCE SHARES IS ADVISED TO
CONSULT WITH HIS OR HER OWN TAX ADVISOR REGARDING THE SPECIFIC TAX CONSEQUENCES
TO HIM OR HER OF THE PURCHASE, OWNERSHIP AND SALE OF COMMON SHARES OR PREFERENCE
SHARES IN AN ENTITY ELECTING TO BE TAXED AS A REIT, INCLUDING THE FEDERAL,
STATE, LOCAL, FOREIGN AND OTHER TAX CONSEQUENCES OF SUCH PURCHASE, OWNERSHIP,
SALE AND ELECTION, AND OF POTENTIAL CHANGES IN APPLICABLE TAX LAWS.

TAXATION OF THE COMPANY

    GENERAL.  We have elected to be taxed as a REIT under Sections 856 through
860 of the Code, commencing with our taxable year ended December 31, 1986. We
believe that we have been organized and have operated in a manner so as to
qualify for taxation as a REIT under the Code, and we intend to continue to
operate in such a manner. No assurance, however, can be given that we will
operate in a manner so as to qualify or remain qualified as a REIT.
Qualification and taxation as a REIT depends upon our ability to meet, on a
continuing basis, through periodic operating results, distribution levels,
diversity of stock ownership and other qualification tests imposed under the
Code on REITs, some of which are summarized below. While we intend to operate so
as to qualify as a REIT, given the highly complex nature of the rules governing
REITs, the ongoing importance of factual determinations and the possibility of
future changes in our circumstances, no assurance can be given that we will so
qualify for any particular year. See "--Failure to Qualify" on page 15.

    In the opinion of Bose McKinney & Evans LLP, our counsel ("Counsel"),
commencing with our taxable year ended December 31, 1994, we have operated in
conformity with the requirements for qualification as a REIT under the Code
and our proposed method of operation and that of the Operating Partnership
will enable us to continue to meet the requirements for qualification as a
REIT. Counsel's opinion is based upon various assumptions and conditions
including: (i) certain of our

                                       10
<PAGE>

representations and the representations of the Operating Partnership as to
factual matters, (ii) the assumption that we were organized and have operated in
conformity with the requirements for qualification and taxation as a REIT under
the Code for all of our taxable years ended prior to December 31, 1994, and
(iii) the opinion of King & Spalding that, commencing with its taxable year
ended December 31, 1994 and through the effective time of the Merger, Weeks was
organized and has operated in conformity with the requirements for qualification
and taxation as a REIT under the Code. Unlike a tax ruling, an opinion of
counsel is not binding upon the IRS and no assurance can be given that the IRS
will not challenge our status. Moreover, such qualification and taxation as a
REIT depends upon our ability to meet, through actual annual operating results,
distribution levels, diversity of stock ownership and various other
qualification tests imposed under the Code. Counsel will not review our
compliance with the various REIT qualification tests on a periodic or continuing
basis. Accordingly, no assurance can be given that the actual results of our
operation for any one taxable year will satisfy such requirements. See
"--Failure to Qualify" on page 15.

    The following is a general summary of the Code provisions that govern the
federal income tax treatment of a REIT and its shareholders. These provisions of
the Code are highly technical and complex. This summary is qualified in its
entirety by the applicable Code provisions, Treasury Regulations and
administrative and judicial interpretations thereof, all of which are subject to
change, possibly with retroactive effect.

    So long as we qualify for taxation as a REIT, we generally will not be
subject to federal corporate income tax on our net income that we distribute
currently to our shareholders. This treatment substantially eliminates the
"double taxation" (taxation at both the corporate and shareholder levels) that
generally results from an investment in a corporation. If we do not qualify as a
REIT, we would be taxed at rates applicable to corporations on all of our
income, whether or not distributed to our shareholders. Even if we qualify as a
REIT, we will be subject to federal income or excise tax as follows: (i) we will
be taxed at regular corporate rates on any undistributed REIT taxable income and
undistributed net capital gains other than retained capital gains as discussed
below; (ii) under certain circumstances, we may be subject to the "alternative
minimum tax" on our items of tax preference, if any; (iii) if we have (1) net
income from the sale or other disposition of "foreclosure property" (generally,
property acquired by reason of a foreclosure or otherwise on default of a loan
secured by the property) that is held primarily for sale to customers in the
ordinary course of business or (2) other nonqualifying net income from
foreclosure property, we will be subject to tax at the highest corporate rate on
such income; (iv) if we have net income from prohibited transactions (which are,
in general, certain sales or other dispositions of property (other than
dispositions of foreclosure property and dispositions of property that occur due
to involuntary conversion) held primarily for sale to customers in the ordinary
course of business), such income will be subject to a 100% tax; (v) if we should
fail to satisfy the 75% gross income test or the 95% gross income test (as
discussed below), and nonetheless maintain our qualification as a REIT because
certain other requirements are met, we will be subject to a 100% tax on the net
income attributable to the greater of the amount by which we fail the 75% or 95%
test, multiplied by a fraction intended to reflect our profitability; (vi) if we
should fail to distribute with respect to each calendar year at least the sum of
(a) 85% of our REIT ordinary income for such year, (b) 95% of our REIT capital
gain net income for such year, and (c) any undistributed taxable income from
prior years, we would be subject to a 4% excise tax on the excess of such
required distribution over the amounts actually distributed; (vii) if we acquire
any asset from a C corporation (I.E., generally a corporation subject to full
corporate-level tax) in a transaction in which the basis of the asset in our
hands is determined by reference to the basis of the asset (or any other
property) in the hands of the C corporation and we subsequently recognize gain
on the disposition of such asset during the 10-year period (the "Recognition
Period") beginning on the date on which we acquired the asset (or we first
qualified as a REIT), then pursuant to guidelines issued by the IRS, the excess
of (1) the fair market value of the asset as of the beginning of the applicable
Recognition Period, over (2) our adjusted basis in such asset as of the
beginning of such Recognition Period (the "Built-In Gain") will be subject to
tax at the highest regular corporate rate (the "Built-In Gain Rule").

                                       11
<PAGE>
    REQUIREMENTS FOR QUALIFICATION.  The Code defines a REIT as a corporation,
trust or association (i) that is managed by one or more trustees or directors;
(ii) the beneficial ownership of which is evidenced by transferable shares, or
by transferable certificates of beneficial interest; (iii) that would be taxable
as a domestic corporation but for Sections 856 through 859 of the Code; (iv)
that is neither a financial institution nor an insurance company subject to
certain provisions of the Code; (v) that has the calendar year as its taxable
year; (vi) the beneficial ownership of which is held by 100 or more persons;
(vii) during the last half of each taxable year not more than 50% in value of
the outstanding stock of which is owned, directly or indirectly, by five or
fewer individuals (as defined in the Code to include certain entities); and
(viii) that meets certain other tests, described below, regarding the nature of
its income and assets. The Code provides that conditions (i) through (v),
inclusive, must be met during the entire taxable year and that condition (vi)
must be met during at least 335 days of a taxable year of 12 months, or during a
proportionate part of a taxable year of less than 12 months. Conditions (vi) and
(vii), however, will not apply until after the first taxable year for which an
election is made to be taxed as a REIT.

    We have issued sufficient shares of our capital stock with sufficient
diversity of ownership to allow us to satisfy conditions (vi) and (vii). In
addition, our Charter includes restrictions regarding the transfer of our
capital stock (including our Common Shares and Preference Shares) that are
intended to assist us in continuing to satisfy the share ownership requirements
described in (vi) and (vii) above. In rendering its opinion that we are
organized in conformity with the requirements for qualification as a REIT,
Counsel is relying on our representation that ownership of our shares satisfies
condition (vii) and Counsel expresses no opinion as to whether the ownership
restrictions contained in the Charter preclude us from failing to satisfy
condition (vii) above. In addition, we intend to continue to comply with the
Treasury Regulations requiring us to ascertain and maintain records which
disclose the actual ownership of our shares. Although a failure to ascertain the
actual ownership of our shares will not cause our disqualification as a REIT for
taxable years ending after December 31, 1997, a monetary fine may result.

    We have several "qualified REIT subsidiaries." A corporation that is a
qualified REIT subsidiary is not treated as a separate corporation for federal
income tax purposes, and all assets, liabilities and items of income, deduction
and credit of a qualified REIT subsidiary are treated as assets, liabilities and
items of the REIT. In applying the requirements described herein, our qualified
REIT subsidiaries will be ignored, and all assets, liabilities and items of
income, deduction and credit of such subsidiaries will be treated as our assets,
liabilities and items of income, deduction and credit. Our qualified REIT
subsidiaries will therefore not be subject to federal corporate income taxation,
although such qualified REIT subsidiaries may be subject to state or local
taxation.

    In the case of a REIT that is a partner in a partnership, the REIT is deemed
to own its proportionate share of the assets of the partnership and is deemed to
receive the income of the partnership attributable to such share. In addition,
the character of the assets and gross income of the partnership shall retain the
same character in the hands of the REIT. Accordingly, our proportionate share of
the assets, liabilities and items of income of the Operating Partnership are
treated as assets, liabilities and items of income of ours for purposes of
applying the requirements described herein, provided that the Operating
Partnership is treated as a partnership for federal income tax purposes. See
"--Other Tax Considerations--Effect of Tax Status of the Operating Partnership
on REIT Qualification" on page 20. We have direct control of the Operating
Partnership and intend to continue to operate it in a manner that is consistent
with the requirements for qualification as a REIT.

    INCOME TESTS.  In order to qualify as a REIT, a company must satisfy two
gross income requirements on an annual basis. First, at least 75% of its gross
income (excluding gross income from prohibited transactions) for each taxable
year must be derived directly or indirectly from investments relating to real
property or mortgages on real property (including "rents from real property"
and, in certain circumstances, interest) or from certain types of temporary
investments. Second, at least 95% of its gross income (excluding gross income
from prohibited transactions) for each taxable year must be derived from the
same items which qualify under the 75% gross income test, and from dividends,
interest and gain from the sale

                                       12
<PAGE>
or disposition of stock or securities, or from any combination of the foregoing.
In addition, for each taxable year ending on or before December 31, 1997,
short-term gain from sale or other disposition of stock or securities, gain from
prohibited transactions and gain from the sale or other disposition of real
property held for less than four years (apart from involuntary conversions and
sales of foreclosure property) must have represented less than 30% of the REIT's
gross income (including gross income from prohibited transactions) for such
taxable year. This 30% test has been repealed for taxable years ending after
December 31, 1997.

    Rents received by a REIT will qualify as rents from real property in
satisfying the gross income requirements described above only if several
conditions are met. First, the amount of rent must not be based in whole or in
part on the income or profits of any person. However, an amount received or
accrued generally will not be excluded from the term rents from real property
solely by reason of being based on a fixed percentage or percentages of gross
receipts or sales. Second, rents received from a tenant will not qualify as
rents from real property in satisfying the gross income tests if the REIT, or a
direct or indirect owner of 10% or more of the REIT, directly or constructively,
owns 10% or more of such tenant (a "Related Party Tenant"). Third, if rent
attributable to personal property, leased in connection with a lease of real
property, is greater than 15% of the total rent received under the lease, then
the portion of rent attributable to such personal property will not qualify as
rents from real property. Finally, in order for rents received with respect to a
property to qualify as rents from real property, the REIT generally must not
operate or manage the property or furnish or render services to tenants, except
through an "independent contractor" who is adequately compensated and from whom
the REIT derives no income. The independent contractor requirement, however,
does not apply to the extent the services provided by the REIT are "usually or
customarily rendered" in connection with the rental of space for occupancy only
and are not otherwise considered "rendered to the occupant." However, a DE
MINIMIS rule may apply to certain non-customary services provided by a REIT for
taxable years ending after December 31, 1997. Specifically, if the value of the
non-customary service income with respect to a property (valued at no less than
150% of the direct costs of performing such services) is 1% or less of the total
income derived from the property, then all rental income except the
non-customary service income will qualify as rents from real property.

    We do not anticipate charging rent that is based in whole or in part on the
income or profits of any person (except by reason of being based on a fixed
percentage or percentages of gross receipts or sales consistent with the rules
described above). We do not anticipate receiving more than a DE MINIMIS amount
of rents from any Related Party Tenant. We do not anticipate receiving rent
attributable to personal property leased in connection with real property that
will exceed 15% of the total rents received with respect to such property.

    We will provide certain services with respect to our Properties through the
Operating Partnership, which is not an independent contractor. However, we
believe (and have represented to Counsel) that all of such services will be
considered usually or customarily rendered in connection with the rental of
space for occupancy only so that the provision of such services will not
jeopardize the qualification of rent from the Properties as rents from real
property. In rendering its opinion on our ability to qualify as a REIT, Counsel
is relying on such representations. In the case of any services that are not
"usual and customary" under the foregoing rules, we will employ an independent
contractor to provide such services.

    The Operating Partnership may receive certain types of income that will not
qualify under the 75% or 95% gross income tests. We believe, and have
represented to Counsel, however, that the aggregate amount of such items of
non-qualifying income in any taxable year will not cause us to exceed the limits
on non-qualifying income under the 75% and 95% gross income tests.

    If we fail to satisfy one or both of the 75% or the 95% gross income tests
for any taxable year, we may nevertheless qualify as a REIT for such year if we
are entitled to relief under certain provisions of the Code. These relief
provisions generally will be available if our failure to meet any such tests was
due to reasonable cause and not due to willful neglect, we attach a schedule of
the sources and nature of our

                                       13
<PAGE>
income to our federal income tax return and any incorrect information on the
schedule was not due to fraud with the intent to evade tax. It is not possible,
however, to state whether in all circumstances we would be entitled to the
benefit of these relief provisions. As discussed above, even if these relief
provisions were to apply, a tax would be imposed on certain excess net income.

    ASSET TESTS.  At the close of each quarter of its taxable year, a REIT must
also satisfy three tests relating to the nature of its assets: (i) at least 75%
of the value of its total assets must be represented by real estate assets
(including (1) its allocable share of real estate assets held by partnerships in
which it has an interest and (2) stock or debt instruments purchased with the
proceeds of a stock offering on long-term (at least five years) debt offering of
the REIT and held for not more than one year following the receipt of such
proceeds), cash, cash items and government securities; (ii) not more than 25% of
its total assets may be represented by securities other than those in the 75%
asset class; and (iii) of the investments included in the 25% asset class, the
value of any one issuer's securities (other than an interest in a partnership or
shares of a qualified REIT subsidiary or another REIT) owned by a REIT may not
exceed 5% of the value of its total assets, and it may not own more than 10% of
any one issuer's outstanding voting securities (other than an interest in a
partnership or securities of a qualified REIT subsidiary or another REIT).

    The Operating Partnership holds approximately 91% of the non-voting stock
and an indirect interest of less than 1% of the voting stock of Duke Realty
Construction, Inc. In addition the Operating Partnership holds 100% of the
non-voting stock and 1% of the voting stock of Weeks Realty Services, Inc. and
Weeks Construction Services, Inc. (together with Duke Realty Construction, Inc.
and Weeks Realty Services, Inc., the "Preferred Stock Subsidiaries"). By virtue
of our interest in the Operating Partnership, we will be considered to own our
proportionate share of the assets of the Operating Partnership, including the
securities of the Preferred Stock Subsidiaries. The Operating Partnership will
not own more than 10% of the voting securities of any of the Preferred Stock
Subsidiaries and, therefore, we will not own more than 10% of the voting
securities of any of the Preferred Stock Subsidiaries. In addition, we believe
that our proportionate share of the value of the securities of the Preferred
Stock Subsidiaries will not exceed 5% of the total value of our assets. There
can be no assurance, however, that the IRS will not contend that the value of
the securities of the Preferred Stock Subsidiaries exceeds the 5% value
limitation. Counsel, in rendering its opinion regarding our qualification as a
REIT, will rely on our conclusions as to the value of the securities of the
Preferred Stock Subsidiaries.

    As noted above, the 5% value requirement must be satisfied within 30 days
after the end of each quarter during which the Company increases, directly or
indirectly, ownership of securities of the Preferred Stock Subsidiaries
(including as a result of increasing its interest in the Operating Partnership).
Although the Company plans to take steps to ensure that it satisfies the 5%
value test for each quarter, there can be assurance that such steps will always
be successful or will not require a reduction in the Operating Partnership's
interest in the Preferred Stock Subsidiaries.

    After initially meeting the asset tests at the close of any quarter, we will
not lose our status as a REIT for failure to satisfy the asset tests at the end
of a later quarter solely by reason of changes in asset values. If a failure to
satisfy the asset tests results from an acquisition of securities or other
property during a quarter (including, for example, as a result of increasing our
interest in the Operating Partnership), such failure may be cured by a
disposition of sufficient nonqualifying assets within 30 days following the
close of that quarter. We intend to maintain adequate records of the value of
our assets to ensure compliance with the asset tests and plan to take such other
action within 30 days following the close of any quarter as may be required to
cure any noncompliance. However, there can be no assurance that such action will
always be successful.

                                       14
<PAGE>
    ANNUAL DISTRIBUTION REQUIREMENTS.  In order to qualify as a REIT, a company
is required to distribute dividends (other than capital gain dividends) to its
stockholders in an amount at least equal to (i) the sum of (1) 95% of its "REIT
taxable income" (computed without regard to the dividends paid deduction and net
capital gain) and (2) 95% of its net income (after tax), if any, from
foreclosure property, minus (ii) the sum of certain items of noncash income. In
addition, if a REIT disposes of any asset subject to the Built-In Gain Rule
during its Recognition Period, it is required to distribute at least 95% of the
Built-In Gain (after payment of a corporate-level tax), if any, recognized on
the disposition. Such distributions must be paid during the taxable year to
which they relate (or during the following taxable year, if declared before the
REIT timely files its tax return for the preceding year and paid on or before
the first regular dividend payment after such declaration). To the extent that a
REIT does not distribute all of its net capital gain or distributes at least
95%, but less than 100%, of its "REIT taxable income," as adjusted, it will be
subject to tax on the undistributed amount at regular corporate capital gains
rates and ordinary corporate tax rates. Furthermore, if a REIT fails to
distribute during each calendar year at least the sum of (i) 85% of its REIT
ordinary income for such year, (ii) 95% of its REIT capital gain income for such
year and (iii) any undistributed taxable income from prior periods, it will be
subject to a 4% excise tax on the excess of such amounts over the amounts
actually distributed.

    We intend to make timely distributions sufficient to satisfy the annual
distribution requirements. In this regard, it is expected that our REIT taxable
income will be less than our cash flow due to the allowance of depreciation and
other noncash charges in our computation of REIT taxable income. It is possible,
however, that, from time to time, we may not have sufficient cash or other
liquid assets to meet the 95% distribution requirement due to timing differences
between the actual receipt of income and the actual payment of deductible
expenses and the inclusion of such income and deduction of such expenses in
arriving at our REIT taxable income, or due to any cash expenditures or
nondeductible expenses such as principal amortization or capital expenditures.
In the event that such circumstances do occur, we may cause the Operating
Partnership to arrange for short-term, or possibly long-term, borrowings to
permit the payment of dividends to meet the 95% distribution requirement.

    Under certain circumstances, we may be able to rectify a failure to meet the
distribution requirement for a year by paying "deficiency dividends" to
shareholders in a later year that may be included in our deduction for dividends
paid for the earlier year. Thus, we may be able to avoid being taxed on amounts
distributed as deficiency dividends. However, we would be required to pay to the
IRS interest based upon the amount of any deduction taken for deficiency
dividends.

    FAILURE TO QUALIFY.  If we fail to qualify for taxation as a REIT in any
taxable year and special relief provisions do not apply, we will be subject to
tax (including any applicable alternative minimum tax) on our taxable income at
regular corporate rates. Distributions to shareholders in any year in which we
fail to qualify as a REIT will not be deductible, nor will they be required to
be made. In such event, to the extent of current and accumulated earnings and
profits, all distributions to our shareholders will be taxable as ordinary
income and, subject to certain limitations in the Code, corporate distributees
may be eligible for the "dividends received deduction." In addition, our failure
to qualify as a REIT would also substantially reduce the cash available for
distributions to shareholders. Unless entitled to relief under specific
statutory provisions, we also would be disqualified from taxation as a REIT for
the four taxable years following the year during which qualification was lost.
It is not possible to state whether in all circumstances we would be entitled to
such statutory relief.

TAXATION OF SHAREHOLDERS

    TAXATION OF TAXABLE DOMESTIC SHAREHOLDERS.  As long as we qualify as a REIT,
distributions made to our taxable domestic shareholders out of current or
accumulated earnings and profits (and not designated as capital gain dividends)
will constitute dividends taxable as ordinary income, and corporate shareholders
will not be eligible for the dividends received deduction as to such amounts.
Distributions that are designated as capital gain dividends will be taxed as
gains from the sale or exchange of a capital asset (to

                                       15
<PAGE>
the extent they do not exceed our actual net capital gain for the taxable year)
without regard to the period for which the shareholder has held its stock. In
the event we designate any portion of a dividend as a capital gain dividend, a
shareholder's share of such capital gain dividend would be an amount which bears
the same ratio to the total amount of dividends paid to such shareholder for the
taxable year as the total amount of capital gain dividends bears to the total
amount of all dividends paid on all classes of stock for the taxable year.
However, corporate shareholders may be required to treat up to 20% of certain
capital gain dividends as ordinary income. We may elect to retain and pay income
tax on any net long-term capital gain, in which case our domestic shareholders
would include in their income as long-term capital gain their proportionate
share of such undistributed net long-term capital gain. A domestic shareholder
would also receive a refundable tax credit for such stockholder's proportionate
share of the tax paid by us on such retained capital gains and an increase in
its basis in our stock in an amount equal to the difference between the
undistributed long-term capital gains and the amount of tax paid by us. See
"--Capital Gains and Losses" below.

    Distributions in excess of current and accumulated earnings and profits will
not be taxable to a shareholder to the extent that they do not exceed the
adjusted basis of the shareholder's Common Shares or Preference Shares, but
rather will reduce the adjusted basis of such Common Shares or Preference
Shares, as the case may be. To the extent that such distributions exceed the
adjusted basis of a shareholder's Common Shares or Preference Shares, they will
be included in income as short-term or long-term capital gain (depending on the
length of time the shares have been held), assuming the Common Shares or
Preference Shares are held as capital assets in the hands of the shareholder. In
addition, any dividend declared by us in October, November or December of any
year and payable to a shareholder of record on a specific date in any such month
shall be treated as both paid by us and received by the shareholder on December
31 of such year, provided that the dividend is actually paid by us during
January of the following calendar year.

    Domestic shareholders may not include in their individual income tax returns
any of our net operating losses or capital losses. Instead, such losses would be
carried over by us for potential offset against future income (subject to
certain limitations). Distributions made by us and gain arising from the sale or
exchange by shareholders of shares will not be treated as passive activity
income, and, as a result, shareholders generally will not be able to apply any
"passive losses" against such income and gain. In addition, taxable
distributions from us generally will be treated as investment income. Capital
gain dividends (including distributions treated as such) and capital gain from
the disposition of stock, however, will be treated as investment income only if
a shareholder so elects, in which case such capital gain will be taxed at
ordinary income rates. We will notify shareholders after the close of our
taxable year as to the portions of distributions attributable to that year that
constitute ordinary income or capital gain.

    In general, a domestic shareholder will realize capital gain or loss on the
disposition of Common Shares or Preference Shares equal to the difference
between (i) the amount of cash and the fair market value of any property
received on such disposition, and (ii) the shareholder's adjusted basis of such
Common Shares or Preference Shares. Such gain or loss generally will constitute
short-term capital gain or loss if the shareholder has not held such shares for
more than one year and long-term capital gain or loss if the shareholder has
held such shares for more than one year. See "--Capital Gains and Losses" below.
Loss upon a sale or exchange of Common Shares or Preference Shares by a
stockholder who has held such Common Shares or Preference Shares for six months
or less (after applying certain holding period rules) will be treated as a
long-term capital loss to the extent of distributions from us required to be
treated by such shareholder as long-term capital gain.

    CAPITAL GAINS AND LOSSES.  The maximum marginal individual income tax rate
is 39.6%. The maximum tax rate on net capital gains applicable to individuals,
trusts and estates from the sale or exchange of capital assets held for more
than one year is 20%, and the maximum rate is reduced to 18% for assets acquired
after December 31, 2000 and held for more than five years. For individuals,
trusts and estates who would be subject to a maximum tax rate of 15%, the rate
on net capital gains is reduced to 10%, and,

                                       16
<PAGE>
effective for taxable years commencing after December 31, 2000, the rate is
reduced to 8% for assets held for more than five years. The maximum rate for net
capital gains attributable to the sale of depreciable real property held for
more than one year is 25% to the extent of the deductions for depreciation
(other than certain depreciation recapture taxable as ordinary income) with
respect to such property. Accordingly, the tax rate differential between capital
gain and ordinary income for noncorporate taxpayers may be significant. In
addition, the characterization of income as capital or ordinary may affect the
deductibility of capital losses. Capital losses not offset by capital gains may
be deducted against a noncorporate taxpayer's ordinary income only up to a
maximum annual amount of $3,000. Unused capital losses may be carried forward.
All net capital gain of a corporate taxpayer is subject to tax at ordinary
corporate rates. A corporate taxpayer can deduct capital losses only to the
extent of capital gains, with unused losses being carried back three years and
forward five years.

    BACKUP WITHHOLDING.  We will report to our domestic shareholders and the IRS
the amount of dividends paid during each calendar year and the amount of tax
withheld, if any, with respect thereto. Under the backup withholding rules, a
shareholder may be subject to backup withholding at the rate of 31% with respect
to dividends paid unless such holder (i) is a corporation or comes within
certain other exempt categories and, when required, demonstrates this fact or
(ii) provides a taxpayer identification number, certifies as to no loss of
exemption and otherwise complies with the applicable requirements of the backup
withholdings rules. Any amount paid as backup withholding will be creditable
against the shareholder's income tax liability. The United States Treasury has
recently issued final regulations (the "Final Regulations") regarding the
withholding and information reporting rules discussed above. In general, the
Final Regulations do not alter the substantive withholding and information
reporting requirements but unify current certification procedures and forms and
clarify and modify reliance standards. The Final Regulations are generally
effective for payments made after December 31, 2000, subject to certain
transition rules. Prospective investors should consult their own tax advisors
concerning the adoption of the Final Regulations and the potential effect on
their ownership of Common Shares or Preference Shares.

    In addition, we may be required to withhold a portion of capital gain
distributions made to any shareholders which fail to certify their non-foreign
status to us. See "--Taxation of Foreign Shareholders" below.

    TAXATION OF TAX-EXEMPT SHAREHOLDERS.  The IRS has ruled that amounts
distributed as dividends by a REIT generally do not constitute unrelated
business taxable income ("UBTI") when received by a tax-exempt entity. Based on
that ruling, dividend income from the Common Shares or Preference Shares will
not be UBTI to a tax-exempt shareholder, provided that the tax-exempt
shareholder has not held its Common Shares or Preference Shares as "debt
financed property" within the meaning of the Code and such shares are not
otherwise used in a trade or business. Similarly, income from the sale of Common
Shares or Preference Shares will not constitute UBTI unless such tax-exempt
shareholder has held such shares as "debt financed property" within the meaning
of the Code or has used the shares in a trade or business.

    Notwithstanding the above, however, a portion of the dividends paid by a
"pension held REIT" will be treated as UBTI as to any trust which is described
in Section 401(a) of the Code, is tax-exempt under Section 501(a) of the Code (a
"qualified trust") and which holds more than 10% (by value) of the interests in
the REIT. A REIT is a pension held REIT if (i) it would not have qualified as a
REIT but for the application of a "look-through" exception to the "Five or Fewer
Requirement" applicable to qualified trusts, and (ii) either (1) at least one
such qualified trust holds more than 25% (by value) of the interests in the
REIT, or (2) one or more such qualified trusts, each of which owns more than 10%
(by value) of the interests in the REIT, hold in the aggregate more than 50% (by
value) of the interests in the REIT. The percentage of any REIT dividend treated
as UBTI is equal to the ratio of (i) the gross income (less direct expenses
related thereto) of the REIT from unrelated trades or businesses (determined as
if the REIT were a qualified trust) to (ii) the total gross income (less direct
expenses related thereto) of the REIT. A DE

                                       17
<PAGE>
MINIMIS exception applies where this percentage is less than 5% for any year.
The provisions requiring qualified trusts to treat a portion of REIT
distributions as UBTI will not apply if the REIT is able to satisfy the Five or
Fewer Requirement without relying upon the "look-through" exception with respect
to qualified trusts. We do not expect to be classified as a "pension held REIT."

    TAXATION OF FOREIGN SHAREHOLDERS.  The rules governing the United States
federal income taxation of the ownership and disposition of Common Shares or
Preference Shares by persons that are, for purposes of such taxation,
nonresident alien individuals, foreign corporations, foreign partnerships and
other foreign shareholders (collectively, "Non-U.S. Shareholders") are complex
and no attempt will be made herein to provide more than a summary of such rules.
PROSPECTIVE NON-U.S. SHAREHOLDERS SHOULD CONSULT WITH THEIR OWN TAX ADVISORS TO
DETERMINE THE IMPACT OF FEDERAL, STATE, AND LOCAL INCOME TAX LAWS WITH REGARD TO
AN INVESTMENT IN COMMON SHARES OR PREFERENCE SHARES, INCLUDING ANY REPORTING
REQUIREMENTS, AS WELL AS THE TAX TREATMENT OF SUCH AN INVESTMENT UNDER THEIR
HOME COUNTRY LAWS.

    In general, Non-U.S. Shareholders will be subject to regular U.S. federal
income taxation with respect to their investment in Common Shares or Preference
Shares in the same manner as a U.S. Shareholder (I.E., at graduated rates on a
net basis, after allowance of deductions) if such investment is "effectively
connected" with the conduct by such Non-U.S. Shareholder of a trade or business
in the United States. A Non-U.S. Shareholder that is a corporation and that
receives income with respect to its investment in Common Shares or Preference
Shares that is (or is treated as) effectively connected with the conduct of a
trade or business in the United States may also be subject to the 30% branch
profits tax imposed under Section 884 of the Code, which is payable in addition
to the regular United States corporate income tax. The following discussion
addresses only the federal income taxation of Non-U.S. Shareholders whose
investment in Common Shares or Preference Shares is not effectively connected
with the conduct of a trade or business in the United States. Prospective
investors whose investment in Common Shares or Preference Shares may be
effectively connected with the conduct of a United States trade or business
should consult their own tax advisors as to the tax consequences thereof.

    Distributions that are not attributable to gain from sales or exchanges of
United States real property interests and that are not designated by us as
capital gains dividends will be treated as dividends of ordinary income to the
extent that they are made out of our current or accumulated earnings and
profits. Such distributions ordinarily will be subject to a withholding tax
equal to 30% of the gross amount of the distribution unless an applicable tax
treaty reduces or eliminates that tax. Pursuant to the Final Regulations,
dividends paid to an address in a country outside the United States will no
longer be presumed to be paid to a resident of such country for purposes of
determining the applicability of withholding discussed above and the
availability of a reduced tax treaty rate. A Non-U.S. Shareholder who wishes to
claim the benefit of an applicable treaty rate will now be required to satisfy
certain certification and other requirements. Distributions that we make in
excess of our current and accumulated earnings and profits will not be taxable
to a Non-U.S. Shareholder to the extent they do not exceed the adjusted basis of
such Non-U.S. Shareholder's shares, but rather will reduce the adjusted basis of
such shares (but not below zero). To the extent that such distributions exceed
the adjusted basis of a Non-U.S. Shareholder's shares, they will give rise to
tax liability if such Non-U.S. Shareholder would otherwise be subject to tax on
any gain from the sale or disposition of shares, as described below.

    For withholding tax purposes, we are currently required to treat all
distributions as if made out of our current or accumulated earnings and profits
and thus intend to withhold at the rate of 30% (or a reduced treaty rate if
applicable) on the amount of any distribution (other than distributions
designated as capital gain dividends) made to a Non-U.S. Shareholder. Under the
Final Regulations (discussed below), generally effective for distributions after
December 31, 2000, we would not be required to withhold at the 30% rate on
distributions we reasonably estimate to be in excess of our current and
accumulated earnings and profits. If it cannot be determined at the time a
distribution is made whether such distribution will be in excess of current and
accumulated earnings and profits, the distribution will be subject to
withholding at

                                       18
<PAGE>
the rate applicable to ordinary dividends. However, a Non-U.S. Shareholder may
seek a refund of such amounts from the IRS if it is subsequently determined that
such distribution was, in fact, in excess of our current or accumulated earnings
and profits, and the amount withheld exceeded the Non-U.S. Shareholder's United
States tax liability, if any, with respect to the distribution.

    For any year in which we qualify as a REIT, distributions that are
attributable to gain from sales or exchanges of United States real property
interests will be taxed to a Non-U.S. Shareholder under the provisions of the
Foreign Investment in Real Property Tax Act of 1980 ("FIRPTA"). Under FIRPTA,
these distributions are taxed to a Non-U.S. Shareholder as if such gain were
effectively connected with the conduct of a United States trade or business.
Non-U.S. Shareholders would thus be taxed at the normal capital gain rates
applicable to domestic shareholders (subject to applicable alternative minimum
tax and special alternative minimum tax in the case of nonresident alien
individuals), without regard as to whether such distributions are designated by
us as capital gain dividends. Also, distributions subject to FIRPTA may be
subject to a 30% branch profits tax in the hands of a foreign corporate
shareholder not entitled to treaty exemption. We are required by Treasury
Regulations to withhold 35% of any distribution to a Non-U.S. Shareholder that
could be designated by us as a capital gain dividend. This amount is creditable
against the Non-U.S. Shareholder's FIRPTA tax liability.

    Gain recognized by a Non-U.S. Shareholder upon a sale of shares generally
will not be subject to United States taxation unless such shares constitute a
"United States real property interest" within the meaning of FIRPTA. The Common
Shares or Preference Shares will not constitute a United States real property
interest so long as we are a "domestically controlled REIT." A domestically
controlled REIT is generally a REIT in which at all times during a specified
testing period less than 50% in value of its stock was held directly or
indirectly by Non-U.S. Shareholders. We believe that we will be a domestically
controlled REIT and therefore, the sale of Common Shares or Preference Shares
will not be subject to taxation under FIRPTA. However, because the Common Shares
or Preference Shares will be publicly traded, no assurance can be given that we
will continue to be a domestically controlled REIT. Notwithstanding the
foregoing, gain from the sale or exchange of our shares of stock not otherwise
subject to FIRPTA generally will be taxable to a Non-U.S. Shareholder if the
Non-U.S. Shareholder is a nonresident alien individual who is present in the
United States for 183 days or more during the taxable year and has a "tax home"
in the United States. In such case, the nonresident alien individual will be
subject to a 30% United States withholding tax on the amount of such
individual's gain.

    If we do not qualify as or cease to be a domestically controlled REIT,
whether gain arising from the sale or exchange by a Non-U.S. Shareholder of
Common Shares or Preference Shares would be subject to U.S. taxation under
FIRPTA will depend on whether the shares are "regularly traded" (as defined on
an established securities market on which the Common Shares are currently
traded) and on the size of the selling Non-U.S. Shareholder's interest. If the
gain on the sale of Common Shares or Preference Shares were to be subject to tax
under FIRPTA, the Non-U.S. Shareholder would be subject to the same treatment as
a domestic shareholder with respect to such gain (subject to applicable
alternative minimum tax and a special alternative minimum tax in the case of
nonresident alien individuals and the possible application of the 30% branch
profits tax in the case of foreign corporations), and the purchaser of the
Common Shares or Preference Shares would be required to withhold and remit to
the IRS 10% of the purchase price. In addition, if we are not a domestically
controlled REIT, distributions in excess of our current and accumulated earnings
and profits would be subject to withholding at a rate of 10%.

    Dividends paid in the United States with respect to Common Shares or
Preference Shares, and proceeds from the sale of Common Shares or Preference
Shares through a United States broker (or certain brokers having significant
connections with the United States) may be subject to the information reporting
requirements of the Code. Under the backup withholding rules, a shareholder may
be subject to backup withholding at the rate of 31% unless such shareholder (i)
is a corporation or comes within certain other exempt categories and, when
required, demonstrates this fact, or (ii) provides a taxpayer identification
number and certifies as to no loss of exemption, and otherwise complies with the
applicable

                                       19
<PAGE>
requirements of the backup withholding rules. Non-U.S. Shareholders are
generally exempt from information reporting and backup withholding, but may be
required to provide a properly completed Form W-8 or otherwise comply with
applicable certification and identification procedures in order to prove their
exemption. Any amount paid as backup withholding will be creditable against the
Non-U.S. Shareholder's United States income tax liability.

    The Final Regulations, issued by the United States Treasury on October 6,
1997, affect the rules applicable to payments to foreign persons. In general,
the Final Regulations do not alter the substantive withholding and information
reporting requirements but unify current certification procedures and modify
reliance standards. In addition, the Final Regulations also address certain
issues relating to intermediary certification procedures designed to simplify
compliance by withholding agents. The Final Regulations are generally effective
for payments made after December 31, 2000, subject to certain transition rules.
Prospective investors should consult their own tax advisors concerning the
adoption of the Final Regulations and the potential effect on their ownership of
Common Shares or Preference Shares.

OTHER TAX CONSIDERATIONS

    EFFECT OF TAX STATUS OF THE OPERATING PARTNERSHIP ON REIT
QUALIFICATION.  All of our investments are through the Operating Partnership. We
believe that the Operating Partnership is properly treated as a partnership for
tax purposes (and not as an association taxable as a corporation). If, however,
the Operating Partnership were to be treated as an association taxable as a
corporation, we would cease to qualify as a REIT. Furthermore, in such a
situation, the Operating Partnership would be subject to corporate income taxes
and we would not be able to deduct our share of any losses generated by the
Operating Partnership in computing our taxable income.

    TAX ALLOCATIONS WITH RESPECT TO THE PROPERTIES.  The Operating Partnership
was formed by way of contributions of appreciated property. When property is
contributed to a partnership in exchange for an interest in the partnership, the
partnership generally takes a carryover basis in that property for tax purposes
equal to the adjusted basis of the contributing partner in the property, rather
than a basis equal to the fair market value of the property at the time of
contribution (this difference is referred to as a "BookTax Difference"). The
partnership agreement of the Operating Partnership requires allocations of
income, gain, loss and deduction with respect to contributed properties to be
made in a manner consistent with the special rules of Section 704(c) of the
Code, and the regulations thereunder, which tend to eliminate the Book-Tax
Differences with respect to the contributed properties over the depreciable
lives of the contributed properties. However, because of certain technical
limitations, the special allocation rules of Section 704(c) may not always
entirely eliminate the Book-Tax Difference on an annual basis or with respect to
a specific taxable transaction such as a sale. Thus, the carryover basis of the
contributed properties in the hands of the Operating Partnership could cause us
to be allocated lower amounts of depreciation and other deductions for tax
purposes than would be allocated to us if all properties were to have a tax
basis equal to their fair market value at the time of acquisition. The foregoing
principles also apply in determining our earnings and profits for purposes of
determining the portion of distributions taxable as dividend income. The
application of these rules over time may result in a higher portion of
distributions being taxed as dividends than would have occurred had we purchased
our interests in the contributed properties at their agreed value.

    Treasury Regulations under Section 704(c) of the Code allow partnerships to
use any reasonable method of accounting for Book-Tax Differences so that the
contributing partner receives the tax benefits and burdens of any built-in gain
or loss associated with the property. The Operating Partnership has determined
to use the "traditional method" (which is specifically approved in the Treasury
Regulations) for accounting for Book-Tax Differences with respect to the
contributed properties.

    STATE AND LOCAL TAXES.  We and our shareholders may be subject to state or
local taxation in various state or local jurisdictions, including those in which
we or they transact business or reside. The state and

                                       20
<PAGE>
local tax treatment of us and our shareholders may not conform to the federal
income tax consequences discussed above. Consequently, prospective shareholders
should consult with their own tax advisors regarding the effect of state, local
and other tax laws of any investment in our Common Shares or Preference Shares.

PROPOSED LEGISLATION

    On February 1, 1999, the Clinton Administration released a summary of its
proposed budget plan and on April 28, 1999, the Real Estate Investment Trust
Modernization Act of 1999 (the "RMA") was introduced in Congress, both of which
contained several proposals affecting REITs. Each such proposal, if enacted in
its present form, would prohibit a REIT from holding securities representing
more than 10% of the voting stock or value of all classes of stock of any
corporation other than (i) a qualified REIT subsidiary, (ii) another REIT or
(iii) certain "taxable REIT subsidiaries." Taxable REIT subsidiaries would be
subject to full corporate level taxation on their earnings, but would be
permitted to engage in certain types of activities which cannot currently be
performed by REITs or their controlled subsidiaries without jeopardizing REIT
status.

    Under each of the pending legislative proposals, we would be allowed to
combine or convert our existing stock interests in the Preferred Stock
Subsidiaries into taxable REIT subsidiaries, subject to certain transition
rules. In addition, the RMA contains certain grandfather rules which would make
the limitations on stock ownership described above inapplicable to our ownership
of the Preferred Stock Subsidiaries, even in the absence of an election to treat
our Preferred Stock Subsidiaries as taxable REIT subsidiaries. In such case,
however, the RMA would terminate our ability to rely on the grandfather rule if
our Preferred Stock Subsidiaries were to engage in new trades or businesses or
acquire substantial new assets. Accordingly, in the absence of such election,
the RMA may limit the future activities and growth of our Preferred Stock
Subsidiaries. No prediction can be made as to whether any of the legislative
proposals described above or any other proposal affecting REITs will be enacted
into legislation and the impact of any such legislation on our operations.

                                       21
<PAGE>
                              PLAN OF DISTRIBUTION

    This prospectus relates to the offer and sale from time to time by the
holders thereof of up to (i) 14,106,443 Common Shares, (ii) $1,400,000 Series F
Preference Shares, and (iii) 2,600,000 Series H Preference Shares. Duke-Weeks
has registered the Secondary Shares for sale to provide the Selling Shareholders
with freely tradeable securities, but registration of such shares does not
necessarily mean that any of the shares will be issued by Duke-Weeks or offered
or sold by the Selling Shareholders.

OFFER AND SALE OF SHARES

    Any of the Selling Shareholders or their pledgees, donees, transferees or
other successors in interest, may from time to time, in one or more
transactions, sell all or a portion of the shares in such transactions at prices
then prevailing or related to the then current market price or at negotiated
prices. The offering price of the shares from time to time will be determined by
the Selling Shareholders and, at the time of such determination, may be higher
or lower than the market price of the shares on the NYSE. If the Selling
Shareholders effect transactions by selling shares to or through underwriters,
brokers, dealers or agents, these underwriters, brokers, dealers or agents may
receive compensation in the form of discounts, concessions or commissions from a
Selling Shareholder or from purchasers of shares for whom they may act as
agents, and underwriters may sell shares to or through dealers, and such dealers
may receive compensation in the form of discounts, concessions or commissions
from the underwriters and/or commissions from the purchasers for whom they may
act as agents. The Selling Shareholders and any brokers, dealers or agents that
participate in the distribution of the shares may be deemed to be underwriters,
and any profit on the sale of the shares by them and any discounts, concessions
or commissions received by any underwriters, brokers, dealers or agents may be
deemed to be underwriting discounts and commissions under the Securities Act.
Under agreements that may be entered into by us, underwriters, brokers, dealers
and agents who participate in the distribution of shares may be entitled to
indemnification by Duke-Weeks against certain liabilities, including liabilities
under the Securities Act, or to contribution with respect to payments which such
underwriters, brokers, dealers or agents may be required to make in respect
thereof. The shares may be sold directly or through broker-dealers acting as
principal or agent, or pursuant to a distribution by one of more underwriters on
a firm commitment or best-efforts basis.

    The Selling Shareholders, or their pledgees, donees, transferees or other
successors in interest, may offer and sell their shares in the following manner:

    - on the NYSE or other exchanges on which the shares are listed at the time
      of sale;

    - in the over-the-counter market or otherwise at prices and at terms then
      prevailing or at prices related to the then current market price;

    - in underwritten offerings;

    - in privately negotiated transactions;

    - in a block trade in which the broker or dealer so engaged will attempt to
      sell the shares as agent, but may position and resell a portion of the
      block as principal to facilitate the transaction;

    - a broker or dealer may purchase as principal and resell such shares for
      its own account pursuant to this prospectus;

    - an exchange distribution in accordance with the rules of the exchange;

    - ordinary brokerage transactions and transactions in which the broker
      solicits purchasers; or

    - through any combination of the above.

    The Selling Shareholders may enter into hedging transactions with
broker-dealers or other financial institutions. In connection with these
transactions, broker-dealers or other financial institutions may

                                       22
<PAGE>
engage in short sales of our stock in the course of hedging the positions they
assume with the Selling Shareholders. The Selling Shareholders may also enter
into options or other transactions with broker-dealers or other financial
institutions of the shares offered hereby, which securities the broker-dealers
or other financial institutions may resell pursuant to this prospectus (as
supplemented or amended to reflect the transaction).

    The Selling Shareholders may accept and, together with any agent of the
Selling Shareholders, reject in whole or in part any proposed purchase of the
shares offered by this prospectus. We will not receive any proceeds from the
offering of shares by the Selling Shareholders.

PROSPECTUS SUPPLEMENT REGARDING SALES

    To the extent required, we will set forth in a prospectus supplement
accompanying this prospectus, or, if appropriate, in a post-effective amendment,
the following information: (1) the number of Common Shares or Preference Shares,
as applicable, to be sold; (2) purchase prices; (3) public offering prices; (4)
the names of any agents, dealers or underwriters; and (5) any applicable
commissions or discounts with respect to a particular offer.

COMPLIANCE WITH STATE SECURITIES LAWS

    We have not registered or qualified the shares offered by this prospectus
under the laws of any country, other than the United States. In certain states,
the Selling Shareholders may not offer or sell their shares unless (1) we have
registered or qualified such shares for sale in such states or (2) we have
complied with an available exemption from registration or qualification. Also,
in certain states, to comply with such state securities laws, the Selling
Shareholders can offer and sell their shares only through registered or licensed
brokers or dealers.

RULE 144

    The Selling Shareholders may also resell all or a portion of the shares in
open market transactions in reliance upon Rule 144 under the Securities Act,
provided the Selling Shareholder meets the criteria and conforms to the
requirements of such Rule.

PAYMENT OF EXPENSES

    We will pay substantially all of the expenses related to the registration of
the shares offered by this prospectus. The Selling Shareholders will pay any
sales commissions or other seller's compensation applicable to such
transactions.

                                 LEGAL MATTERS

    The validity of the securities offered by the Selling Shareholders, will be
passed upon for the Company by Bose McKinney & Evans LLP, Indianapolis, Indiana.
The description of federal income tax matters contained in this prospectus in
the section entitled "Federal Income Tax Considerations" is also based on the
opinion of Bose McKinney & Evans LLP.

                                       23
<PAGE>
                                    EXPERTS

    The consolidated financial statements and related financial statement
schedule of the Company as of December 31, 1998 and 1997, and for each of the
years in the three-year period ended December 31, 1998, have been incorporated
by reference herein and in the registration statement in reliance upon the
report of KPMG LLP, independent certified public accountants, incorporated by
reference herein, and upon the authority of said firm as experts in accounting
and auditing.

    With respect to the unaudited interim financial information for the periods
ended March 31, 1999 and 1998, incorporated by reference herein, the independent
certified public accountants have reported that they applied limited procedures
in accordance with professional standards for a review of such information.
However, their separate report included in the Company's quarterly report on
Form 10-Q for the quarter ended March 31, 1999, and incorporated by reference
herein, states that they did not audit and they do not express an opinion on
that interim financial information. Accordingly, the degree of reliance on their
report on such information should be restricted in light of the limited nature
of the review procedures applied. The accountants are not subject to the
liability provisions of section 11 of the Securities Act of 1933 for their
report on the unaudited interim financial information because that report is not
a "report" or a "part" of the registration statement prepared or certified by
the accountants within the meaning of sections 7 and 11 of the Securities Act.

                                       24
<PAGE>
                                    PART II
                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

    The following table itemizes the expenses incurred by the Company in
connection with the offering of Common Shares and Preference Shares being
registered hereby. All amounts, other than the SEC Registration Fee, are
estimates.

<TABLE>
<S>                                                                   <C>
SEC Registration Fee................................................  $  86,785
Printing and Reproduction...........................................      1,000
NYSE Listing Fees...................................................      7,500
Professional Fees and Expenses......................................      5,000
Miscellaneous.......................................................      1,400
                                                                      ---------
Total...............................................................  $ 101,685
                                                                      ---------
                                                                      ---------
</TABLE>

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

    Section eight of Chapter 37 of the Indiana Business Corporation Law (the
"IBCL") empowers a corporation to indemnify any director, or former director,
who was, is or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative and whether formal or informal, against judgments, settlements,
penalties, fines or reasonable expenses incurred with respect to such action,
suit or proceeding, provided that such director acted in good faith and in a
manner reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal proceeding, provided that such
director or officer had reasonable cause to believe his or her conduct was
lawful or had no reasonable cause to believe his or her conduct was unlawful.

    Section 13 of Chapter 37 of the IBCL empowers a corporation to indemnify
officers of a corporation, whether or not a director, to the same extent as to a
director.

    Chapter 37 of the IBCL further provides that to the extent a present or
former director or officer of a corporation has been successful in the defense
of any action, suit or proceeding referred to in Chapter 37, he or she shall be
indemnified, against reasonable expenses (including counsel fees) incurred by
him or her in connection therewith; that indemnification provided for in Chapter
37 shall not be deemed exclusive of any other rights to which the indemnified
party may be entitled; and that the corporation shall have power to purchase and
maintain insurance on behalf of a director or officer of the corporation against
any liability asserted against him or her or incurred by him or her in any such
capacity or arising out of his or her status as such whether or not the
corporation would have the power to indemnify him or her against such
liabilities under Section 8 or 9 of Chapter 37.

    Article XIII of the Amended and Restated Articles of Incorporation of Duke
Realty Investments, Inc. provides that Duke shall indemnify to the fullest
extent permitted by the IBCL any and all of its directors and officers, or
former directors and officers, or any person who may have served at Duke's
request as a director or officer of another corporation, partnership, limited
liability company, joint venture, trust or other entity or enterprise.

    Article XIII of the Amended and Restated Articles of Incorporation of Duke
Realty Investments, Inc. provides that, to the fullest extent permitted by IBCL,
a director or former director of Duke shall not be personally liable to Duke or
its stockholders for monetary damages for breach of fiduciary duty as a director
except for liability for breach of the director's duty of loyalty, acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, impermissible distributions, or transactions from which the
director derived an improper personal benefit.

                                      II-1
<PAGE>
    Duke may maintain liability insurance insuring its officers and directors
against liabilities that they may incur in such capacities, whether or not Duke
would have the power to indemnify such director or officer against such
liability under the IBCL.

ITEM 16. EXHIBITS.

<TABLE>
<CAPTION>
   EXHIBIT
     NO.                                                    DESCRIPTION
- -------------  -----------------------------------------------------------------------------------------------------
<C>            <S>
       3.1     Amended and Restated Articles of Incorporation of Duke Realty Investments, Inc. (incorporated by
               reference to Exhibit 3.1 to the Registration Statement on Form S-3, as amended, dated July 28, 1995,
               as File No. 33-61361 (the "1995 Registration Statement")).

       3.2     Amendment dated August 16, 1996 to Articles of Incorporation (incorporated by reference to Exhibit
               3.2 to Duke's Annual Report on Form 10-K for the year ended December 31, 1997).

       3.3     Amendment dated June 12, 1997 to Articles of Incorporation (incorporated by reference to Exhibit 3.3
               to Duke's Annual Report on Form 10-K for the year ended December 31, 1997).

       3.3     Amendment dated June 12, 1997 to Articles of Incorporation (incorporated by reference to Exhibit 3.3
               to Duke's Annual Report on Form 10-K for the year ended December 31, 1997).

       3.4     Amendment dated July 11, 1997 to Articles of Incorporation (incorporated by reference to Exhibit 3.4
               to Duke's Annual Report on Form 10-K for the year ended December 31, 1997).

       3.5     Amendment dated November 24, 1998 to Articles of Incorporation (incorporated by reference to Exhibit
               3.0 to Duke's Form 8-K dated January 14, 1999).

       3.6     Amendment dated January 20, 1999 to Articles of Incorporation (incorporated by reference to Exhibit
               3.0 to Duke's Form 8-K dated January 14, 1999).

       3.7     Amendment and Restated Bylaws of Duke Realty Investments, Inc. (incorporated by reference to Exhibit
               3.2 to the 1995 Registration Statement).

       3.8     Amendment dated October 23, 1997 to Bylaws of Duke Realty Investments, Inc. (incorporated by
               reference to Exhibit 3.6 to Duke's Form 10-K for the year ended December 31, 1997).

       3.9     Amendment dated July 23, 1998 to Bylaws of Duke Realty Investments, Inc. (incorporated by reference
               to Exhibit 7.3 to Duke's Form 8-K filed July 31, 1998).

       4.1     A specimen certificate of Series F Preference Shares (incorporated by reference to Exhibit 1 to the
               Registrant's Form 8-A dated April 28, 1999).

       4.2     A specimen certificate of Series H Preference Shares (incorporated by reference to Exhibit 1 to the
               Registrant's Form 8-A dated April 28, 1999).

       4.3     A specimen certificate of Common Stock (incorporated by reference to Exhibit 4.(a) to the
               Registrant's Registration Statement on Form S-1 1, as amended (File No. 33-1495)).

       4.4     Warrant Certificate dated November 6, 1998 (incorporated by reference to Exhibit 4.5 to the
               Registrant's Annual Report on Form 10-K for the year ended December 31, 1998).

       5.1     Opinion of Bose McKinney & Evans LLP regarding the validity of the securities being registered.

       8.1     Opinion of Bose McKinney & Evans LLP regarding tax matters.
</TABLE>

                                      II-2
<PAGE>
<TABLE>
<CAPTION>
   EXHIBIT
     NO.                                                    DESCRIPTION
- -------------  -----------------------------------------------------------------------------------------------------
<C>            <S>
      10.1     Registration and Lock-Up Agreement dated August 24, 1994 among the Weeks Corporation and the persons
               named therein (incorporated by referenced to Weeks' Annual Report on Form 10-K for the year ended
               December 31, 1994).

      10.2     Registration Rights and Lock-Up Agreement by and among Weeks Corporation, NWI Warehouse Group, L.P.,
               Buckley & Company Real Estate, Inc., John W. Nelley, Jr., and Albert W. Buckley, Jr., dated November
               1, 1996 (incorporated by reference to Weeks' Current Report on Form 8-K dated November 1, 1996).

      10.3     Registration Rights Agreement for Post-March 31, 1998 Shares and Units, by and among Weeks
               Corporation, NWI Warehouse Group, L.P., and Buckley & Company Real Estate, Inc., dated November 1,
               1996 (incorporated by reference to Weeks' Current Report on Form 8-K dated November 1, 1996).

      10.4     Registration Rights and Lock-Up Agreement by and among Weeks Corporation and Harold S. Lichtin, Noel
               A. Lichtin, Marie A. Robertson, Amy R. Ehrman, Roland G. Robertson and Perimeter Park West Associates
               Limited Partnership, dated December 31, 1996 (incorporated by reference to Weeks' Annual Report on
               Form 10-K for the year ended December 31, 1996).

      10.5     Registration and Lock-Up Agreement for Post-June 30, 1998 Units by and among Weeks Corporation and
               Harold S. Lichtin, Noel A. Lichtin, Marie A. Robertson, Amy R. Ehrman, Roland G. Robertson and
               Perimeter Park West Associates Limited Partnership, dated December 31, 1996 (incorporated by
               reference to Weeks' Annual Report on Form 10-K for the year ended December 31, 1996).

      10.6     Registration Rights Agreement among Weeks Corporation, GB Partners Ltd., Charles D. Graham and Bobby
               L. Beavers, dated October 27, 1997.

      10.7     Registration Rights Agreement dated January 9, 1998 by and among Weeks Corporation and The Beneson
               Capital Company, Raha Associates, Inc., Laurence Tisch and Preston Tisch (incorporated by reference
               to Exhibit 10.2 to Weeks' Current Report on Form 8-K dated January 23, 1998).

      10.8     Registration Rights and Lock-Up Agreement dated January 9, 1998 by and among Weeks Corporation and
               Armando Codina, Codina Family Investments, Ltd., and Codina West Dade Development Corporation
               (incorporated by reference to Weeks' Current Report on Form 8-K dated January 23, 1998).

      10.9     Registration Rights Agreement among Weeks Corporation and PCTC Associates, LLC dated January 20,
               1998.

      10.10    Registration Rights and Lock-Up Agreement dated April 3, 1998, by and among Weeks Corporation and
               Sanford H. Orkin and Barbara H. Orkin (incorporated by reference to Exhibit 10.7 to Weeks' Quarterly
               Report on Form 10-Q for the quarterly period ended June 30, 1998).

      10.11    Registration Rights and Lock-Up Agreement dated May 26, 1998, by and among Weeks Corporation and The
               Futrell Properties Limited Partnership No. 1 (incorporated by reference to Exhibit 10.8 to Weeks'
               Quarterly Report on Form 10-Q for the quarterly period ended June 30, 1998).

      10.12    Registration Rights and Lock-Up Agreement dated June 30, 1998, by and among Weeks Corporation and
               Thomas M. Beckman and Thomas B. Fowler, Jr. (incorporated by reference to Exhibit 10.9 to Weeks'
               Quarterly Report on Form 10-Q for the quarterly period ended June 30, 1998)
</TABLE>

                                      II-3
<PAGE>
<TABLE>
<CAPTION>
   EXHIBIT
     NO.                                                    DESCRIPTION
- -------------  -----------------------------------------------------------------------------------------------------
<C>            <S>
      10.13    Registration Rights and Lock-Up Agreement dated August 7, 1998, by and among Weeks Corporation and
               Ackerman & Co. (incorporated by reference to Weeks' Quarterly Report on Form 10-Q for the quarterly
               period ended September 30, 1998).

      10.14    Registration Rights Agreement dated November 6, 1998, by and among Weeks Corporation and each Holder
               identified therein (incorporated by reference to Exhibit 10.65 to Weeks' Annual Report on Form 10-K
               for the year ended December 31, 1998).

      10.15    Registration Rights Agreement dated November 12, 1998, by and among Weeks Corporation and Greene
               Street 1998 Exchange Fund, L.P. (incorporated by reference to Exhibit 10.66 Weeks' Annual Report on
               Form 10-K for the year ended December 31, 1998).

      10.16    Registration Rights Agreement among Weeks Corporation and Paragon Legacy Associates, Ltd. dated
               January 14, 1999 (incorporated by reference to Exhibit 10.2 to Weeks' Quarterly Report on Form 10-Q
               for the quarterly period ended March 31, 1999).

      12.1     Ratio of Earnings to Fixed Charges.

      15.1     Letter regarding unaudited interim financial information.

      23.1     Consent of Bose McKinney & Evans LLP (included as part of Exhibits 5.1 and 8.1 hereto).

      23.2     Consent of KPMG LLP.

      23.3     Consent of Arthur Andersen LLP.

      24.1     Power of Attorney (included on page II-5).
</TABLE>

ITEM 17. UNDERTAKINGS.

    The undersigned Registrant hereby undertakes:

        (a) To file, during any period in which offers or sales are being made,
    a post-effective amendment to this Registration Statement.

           (i) To include any prospectus required by Section 10(a)(3) of the
       Securities Act of 1933;

           (ii) To reflect in the prospectus any facts or events arising after
       the effective date of the Registration Statement (or the most recent
       post-effective amendment thereof) which, individually or in the
       aggregate, represent a fundamental change in the information set forth in
       the Registration Statement; notwithstanding the foregoing, any increase
       or decrease in volume of securities offered (if the total dollar value of
       securities offered would not exceed that which was registered) and any
       deviation from the low or high end of the estimated maximum offering
       range may be reflected in the form of prospectus filed with the
       Commission pursuant to Rule 424(b) if, in the aggregate, the changes in
       volume and price represent no more than a 20% change in the maximum
       aggregate offering price set forth in the "Calculation of Registration
       Fee" table in the effective registration statement; and

           (iii) To include any material information with respect to the plan of
       distribution not previously disclosed in the Registration Statement or
       any material change to such information in the Registration Statement;
       provided, however, that the undertakings set forth in paragraph (i) and
       (ii) above shall not apply if the information required to be included in
       a post-effective amendment by those paragraphs is contained in periodic
       reports filed by the Registrant pursuant to Section 13 or 15(d) of the
       Securities Exchange Act of 1934, as amended (the "Exchange Act"), that
       are incorporated by reference in this Registration Statement.

        (b) That, for the purpose of determining any liability under the
    Securities Act, each such post-effective amendment shall be deemed to be a
    new registration statement relating to the securities

                                      II-4
<PAGE>
    offered therein, and the offering of such securities at that time shall be
    deemed to be the initial bona fide offering thereof.

        (c) To remove from registration by means of a post-effective amendment
    any of the securities being registered which remain unsold at the
    termination of the offering.

    The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

    Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question of whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by the
final adjudication of such issue.

                                      II-5
<PAGE>
                                   SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Indianapolis, Indiana on the 1st day of July, 1999.


                                DUKE REALTY INVESTMENTS, INC.

                                By:           /s/ DARELL E. ZINK, JR.
                                     -----------------------------------------
                                                Darell E. Zink, Jr.
                                            EXECUTIVE VICE PRESIDENT AND
                                        CHIEF FINANCIAL OFFICER AND DIRECTOR

    We, the undersigned directors and officers of Duke Realty Investments, Inc.,
do hereby constitute and appoint Thomas L. Hefner, Darell E. Zink, Jr., Dennis
D. Oklak, and John R. Gaskin, and each and any of them, our true and lawful
attorneys-in-fact and agents, to do any and all acts and things in our names and
on our behalf in our capacities as directors and officers and to execute any and
all instruments for us and in our name in the capacities indicated below, which
said attorneys-in-fact and agents, or any of them, may deem necessary or
advisable in order to enable Duke Realty Investments, Inc. to comply with the
Securities Act of 1933 and any rules, regulations and any requirements of the
Securities and Exchange Commission, in connection with this registration
statement, including specifically, but without limitation, power and authority
to sign for us or any of us in our names in the capacities indicated below, any
and all amendments (including post-effective amendments) hereto; and we do
hereby ratify and confirm all that said attorneys-in-fact and agents, or any of
them, shall do or cause to be done by virtue thereof.

    Pursuant to the requirements of the Securities Act of 1933, as amended, this
registration statement has been signed by the following persons in the
capacities indicated as of the 1st day of July, 1999.

<TABLE>
<CAPTION>
SIGNATURE                                 TITLE
- ------------------------------  --------------------------
<S>                             <C>
     /s/ NGAIRE E. CUNEO
- ------------------------------  Director
       Ngaire E. Cuneo
    /s/ HOWARD L. FEINSAND
- ------------------------------  Director
      Howard L. Feinsand
       /s/ L. BEN LYTLE
- ------------------------------  Director
         L. Ben Lytle
     /s/ JOHN D. PETERSON
- ------------------------------  Director
       John D. Peterson
     /s/ JAMES E. ROGERS
- ------------------------------  Director
       James E. Rogers
     /s/ DANIEL C. STATON
- ------------------------------  Director
       Daniel C. Staton
      /s/ JAY J. STRAUSS
- ------------------------------  Director
        Jay J. Strauss
      /s/ EDWARD T. BAUR
- ------------------------------  Director
        Edward T. Baur
      /s/ JOHN W. WYNNE
- ------------------------------  Director
        John W. Wynne
</TABLE>

                                      II-6
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE                                 TITLE
- ------------------------------  --------------------------
<S>                             <C>
     /s/ THOMAS L. HEFNER       President, Chief Executive
- ------------------------------    Officer and Chairman of
       Thomas L. Hefner           the Board
   /s/ DARELL E. ZINK, JR.      Executive Vice President
- ------------------------------    and Chief Financial
     Darell E. Zink, Jr.          Officer and a Director
     /s/ DENNIS D. OKLAK        Executive Vice President
- ------------------------------    and Chief Administrative
       Dennis D. Oklak            Officer
     /s/ GEOFFREY BUTTON
- ------------------------------  Director
       Geoffrey Button
</TABLE>

                                      II-7
<PAGE>
                               INDEX OF EXHIBITS

<TABLE>
<CAPTION>
  EXHIBIT
    NO.                                                 DESCRIPTION                                                 PAGE
- -----------  --------------------------------------------------------------------------------------------------     -----
<S>          <C>                                                                                                 <C>
       3.1   Amended and Restated Articles of Incorporation of Duke Realty Investments, Inc. (incorporated by
             reference to Exhibit 3.1 to the Registration Statement on Form S-3, as amended, dated July 28,
             1995, as File No. 33-61361 (the "1995 Registration Statement")).

       3.2   Amendment dated August 16, 1996 to Articles of Incorporation (incorporated by reference to Exhibit
             3.2 to Duke's Annual Report on Form 10-K for the year ended December 31, 1997).

       3.3   Amendment dated June 12, 1997 to Articles of Incorporation (incorporated by reference to Exhibit
             3.3 to Duke's Annual Report on Form 10-K for the year ended December 31, 1997).

       3.3   Amendment dated June 12, 1997 to Articles of Incorporation (incorporated by reference to Exhibit
             3.3 to Duke's Annual Report on Form 10-K for the year ended December 31, 1997).

       3.4   Amendment dated July 11, 1997 to Articles of Incorporation (incorporated by reference to Exhibit
             3.4 to Duke's Annual Report on Form 10-K for the year ended December 31, 1997).

       3.5   Amendment dated November 24, 1998 to Articles of Incorporation (incorporated by reference to
             Exhibit 3.0 to Duke's Form 8-K dated January 14, 1999).

       3.6   Amendment dated January 20, 1999 to Articles of Incorporation (incorporated by reference to
             Exhibit 3.0 to Duke's Form 8-K dated January 14, 1999).

       3.7   Amendment and Restated Bylaws of Duke Realty Investments, Inc. (incorporated by reference to
             Exhibit 3.2 to the 1995 Registration Statement).

       3.8   Amendment dated October 23, 1997 to Bylaws of Duke Realty Investments, Inc. (incorporated by
             reference to Exhibit 3.6 to Duke's Form 10-K for the year ended December 31, 1997).

       3.9   Amendment dated July 23, 1998 to Bylaws of Duke Realty Investments, Inc. (incorporated by
             reference to Exhibit 7.3 to Duke's Form 8-K filed July 31, 1998).

       4.1   A specimen certificate of Series F Preference Shares (incorporated by reference to Exhibit 1 to
             the Registrants Form 8-A dated April 28, 1999).

       4.2   A specimen certificate of Series H Preference Stock (incorporated by reference to Exhibit 1 to the
             Registrant's Form 8-A dated April 28, 1999).

       4.3   A specimen certificate of Common Stock (incorporated by reference to Exhibit 4.(a) to the
             Registrant's Registration Statement on Form S-1 1, as amended (File No. 33-1495)).

       4.4   Warrant Certificate dated November 6, 1998 (incorporated by reference to Exhibit 4.5 to the
             Registrant's Annual Report on Form 10-K for the year ended December 31,1998).

       5.1   Opinion of Bose McKinney & Evans LLP regarding the validity of the securities being registered.

       8.1   Opinion of Bose McKinney & Evans LLP regarding tax matters........................................

      10.1   Registration and Lock-Up Agreement dated August 24, 1994 among the Company and the persons named
             therein (incorporated by reference to Weeks' Annual Report on Form 10-K for the year ended
             December 31, 1994).
</TABLE>

                                      II-8
<PAGE>
<TABLE>
<CAPTION>
  EXHIBIT
    NO.                                                 DESCRIPTION                                                 PAGE
- -----------  --------------------------------------------------------------------------------------------------     -----
<S>          <C>                                                                                                 <C>
      10.2   Registration Rights and Lock-Up Agreement by and among Weeks Corporation, NWI Warehouse Group,
             L.P., Buckley & Company Real Estate, Inc., John W. Nelley, Jr., and Albert W. Buckley, Jr., dated
             November 1, 1996 (incorporated by reference to Weeks' Current Report on Form 8-K dated November 1,
             1996).

      10.3   Registration Rights Agreement for Post-March 31, 1998 Shares and Units, by and among Weeks
             Corporation, NWI Warehouse Group, L.P., and Buckley & Company Real Estate, Inc., dated November 1,
             1996 (incorporated by reference to Weeks' Current Report on Form 8-K dated November 1, 1996).

      10.4   Registration Rights and Lock-Up Agreement by and among Weeks Corporation and Harold S. Lichtin,
             Noel A. Lichtin, Marie A. Robertson, Amy R. Ehrman, Roland G. Robertson and Perimeter Park West
             Associates Limited Partnership, dated December 31, 1996 (incorporated by reference to Weeks'
             Annual Report on Form 10-K for the year ended December 31, 1996).

      10.5   Registration and Lock-Up Agreement for Post-June 30, 1998 Units by and among Weeks Corporation and
             Harold S. Lichtin, Noel A. Lichtin, Marie A. Robertson, Amy R. Ehrman, Roland G. Robertson and
             Perimeter Park West Associates Limited Partnership, dated December 31, 1996 (incorporated by
             reference to Weeks' Annual Report on Form 10-K for the year ended December 31, 1996).

      10.6   Registration Rights Agreement among Weeks Corporation, GB Partners Ltd., Charles D. Graham and
             Bobby L. Beavers, dated October 27, 1997..........................................................

      10.7   Registration Rights Agreement dated January 9, 1998 by and among Weeks Corporation and The Beneson
             Capital Company, Raha Associates, Inc., Laurence Tisch and Preston Tisch (incorporated by
             reference to Weeks' Current Report on Form 8-K dated January 23, 1998).

      10.8   Registration Rights and Lock-Up Agreement dated January 9, 1998 by and among Weeks Corporation and
             Armando Codina, Codina Family Investments, Ltd., and Codina West Dade Development Corporation
             (incorporated by reference to Exhibit 10.3 to Weeks' Current Report on Form 8-K dated January 23,
             1998).

      10.9   Registration Rights Agreement among Weeks Corporation and PCTC Associates, LLC dated January 20,
             1998..............................................................................................

      10.10  Registration Rights and Lock-Up Agreement dated April 3, 1998, by and among Weeks Corporation and
             Sanford H. Orkin and Barbara H. Orkin (incorporated by reference to Exhibit 10.7 to Weeks'
             Quarterly Report on Form 10-Q for the quarterly period ended June 30, 1998).

      10.11  Registration Rights and Lock-Up Agreement dated May 26, 1998, by and among Weeks Corporation and
             The Futrell Properties Limited Partnership No. 1 (incorporated by reference to Exhibit 10.8 to
             Weeks' Quarterly Report on Form 10-Q for the quarterly period ended June 30, 1998).

      10.12  Registration Rights and Lock-Up Agreement dated June 30, 1998, by and among Weeks Corporation and
             Thomas M. Beckman and Thomas B. Fowler, Jr. (incorporated by reference to Exhibit 10.9 to Weeks'
             Quarterly Report on Form 10-Q for the quarterly period ended June 30, 1998).

      10.13  Registration Rights and Lock-Up Agreement dated August 7, 1998, by and among Weeks Corporation and
             Ackerman & Co. (incorporated by reference to Weeks' Quarterly Report on Form 10-Q for the
             quarterly period ended September 30, 1998).
</TABLE>

                                      II-9
<PAGE>
<TABLE>
<CAPTION>
  EXHIBIT
    NO.                                                 DESCRIPTION                                                 PAGE
- -----------  --------------------------------------------------------------------------------------------------     -----
<S>          <C>                                                                                                 <C>
      10.14  Registration Rights Agreement dated November 6, 1998, by and among Weeks Corporation and each
             Holder identified therein (incorporated by reference to Exhibit 10.65 to Weeks' Annual Report on
             Form 10-K for the year ended December 31, 1998).

      10.15  Registration Rights Agreement dated November 12, 1998, by and among Weeks Corporation and Greene
             Street 1998 Exchange Fund, L.P (incorporated by reference to Exhibit 10.66 to Weeks' Annual Report
             on Form 10-K for the year ended December 31, 1998).

      10.16  Registration Rights Agreement among Weeks Corporation and Paragon Legacy Associates, Ltd. dated
             January 14, 1999 (incorporated by reference to Exhibit 10.2 to Weeks' Quarterly Report on Form
             10-Q for the quarter ended March 31, 1999).

      12.1   Ratio of Earnings to Fixed Charges and Preference Share Dividends.................................

      15.1   Letter regarding unaudited interim financial information.

      23.1   Consent of Bose McKinney & Evans LLP (included as part of Exhibits 5.1 and 8.1 hereto)............

      23.2   Consent of KPMG LLP...............................................................................

      23.3   Consent of Arthur Andersen LLP....................................................................

      24.1   Power of Attorney (included on page II-5).........................................................
</TABLE>

                                     II-10

<PAGE>

                                                                     Exhibit 5.1

                            BOSE McKINNEY & EVANS LLP
                            2700 First Indiana Plaza
                          135 North Pennsylvania Street
                           Indianapolis, Indiana 46240
                                 (317) 684-5000


June 29, 1999

Duke Realty Investments, Inc.
8888 Keystone Crossing, Suite 1200
Indianapolis, Indiana  46240

Dear Sirs:

We are acting as counsel to Duke Realty Investments, Inc., an Indiana
corporation (the "Company"), in connection with the shelf registration by the
Company of shares of the Company's Common Stock, par value $.01 per share
(the "Common Stock"), shares of the Company's 8.00% Series F Cumulative
Redeemable Preference Shares, par value $.01 per share (the "Series F
Preference Stock") and shares of the Company's 8.625% Series H Cumulative
Redeemable Preference Shares, par value $.01 per share (the "Series H
Preference Stock" and, together with the Series F Preference Stock, the
"Preference Stock") to be sold by certain shareholders who acquired it or
will acquire it pursuant to a warrant or in exchange for units of limited
partnership interest issued to them in connection with the merger of Weeks
Realty, L.P. with and into Duke Realty Limited Partnership. The Common Stock
and the Preference Stock is the subject of a Registration Statement, as
amended (the "Registration Statement") filed by the Company on Form S-3 under
the Securities Act of 1933, as amended.

We have examined photostatic copies of the Company's Amended and Restated
Articles of Incorporation and Amended and Restated Bylaws and such other
documents and instruments as we have deemed necessary to enable us to render the
opinion set forth below. We have also specifically examined the Articles of
Merger proposed to be filed by the Company in connection with the merger of
Weeks Corporation with and into the Company (the "Articles of Merger"), which
makes certain amendments to the Company's articles of incorporation, and certain
other amendments to the Company's articles of incorporation proposed to be filed
immediately thereafter which will designate the Company's Series F Cumulative
Redeemable Preferred Stock and Series H Cumulative Redeemable Preferred Stock
(the "Designating Amendments"). We have assumed in giving this opinion that the
Articles of Merger and the Designating Amendments will be duly filed with the
<PAGE>

Duke Realty Investments, Inc.
June 29, 1999
Page 2


Secretary of State of Indiana and thereafter become effective on or before the
effective date of the Registration Statement. We have also assumed the
conformity to the originals of all documents submitted to us as photostatic
copies, the authenticity of the originals of such documents, and the genuineness
of all signatures appearing thereon.

Based upon and subject to the foregoing, it is our opinion that each of the
Common Stock, the Series F Preference Stock and the Series H Preference Stock
has been duly authorized by all necessary corporate action of the Company and
when (a) the applicable provisions of the Securities Act of 1933 and such state
"blue sky" or securities laws as may be applicable have been complied with, (b)
the Articles of Merger and the Designating Amendments have been duly filed and
are effective and (c) any shares of Common Stock, Series F Preference Stock and
Series H Preference Stock to be issued by the Company have been issued and
delivered as described in the Registration Statement, such shares of Common
Stock, Series F Preference Stock and Series H Preference Stock will be legally
issued, fully paid, and nonassessable.

We do not hold ourselves out as being conversant with the laws of any
jurisdiction other than those of the United States and the State of Indiana and,
therefore, this opinion is limited to the laws of those jurisdictions.

We consent to the filing of this opinion as an exhibit to the Registration
Statement on Form S-3 filed under the Securities Act of 1933 relating to the
Common Stock, the Series F Preference Stock and the Series H Preference Stock.

Very truly yours,

BOSE McKINNEY & EVANS LLP

<PAGE>

                                                                     EXHIBIT 8.1

                            BOSE McKINNEY & EVANS LLP
                          135 North Pennsylvania Street
                                   Suite 2700
                           Indianapolis, Indiana 46204


June 29, 1999

Duke Realty Investments, Inc.
8888 Keystone Crossing, Suite 1200
Indianapolis, Indiana  46240

Gentlemen:

      We have acted as counsel to Duke Realty Investments, Inc. (the "Company")
with respect to the preparation of a Registration Statement on Form S-3 (the
"Registration Statement") for the sale of shares of the Company's Common
Stock, par value $.01 per share (the "Common Stock"), shares of the Company's
8.00% Series F Cumulative Redeemable Preference Shares, par value $.01 per
share (the "Series F Preference Stock") and shares of the Company's 8.625%
Series H Cumulative Redeemable Preference Shares, par value $.01 per share
(the "Series H Preference Stock" and, together with the Series F Preference
Stock, the "Preference Stock") to be sold by certain shareholders who
acquired it or will acquire it pursuant to a warrant or in exchange for units
of limited partnership interest issued to them in connection with the merger
of Weeks Realty, L.P. with and into Duke Realty Limited Partnership (the
"Operating Partnership"). In connection therewith, you have requested our
opinion with respect to the Company's continued qualification as a real
estate investment trust ("REIT") under the Internal Revenue Code of 1986, as
amended (the "Code"). You have also requested our opinion regarding certain
United States Federal income tax consequences to the Company and its
shareholders of the qualification of the Company as a real estate investment
trust (a "REIT") under the Code. All capitalized terms used herein have their
respective meanings as set forth in the Registration Statement unless
otherwise stated. The Company is an Indiana corporation which has qualified
as a REIT within the meaning of Section 856(a) of the Code, for each of its
taxable years from and including the first taxable year for which it made an
election to be taxed as a REIT, and intends to continue to so qualify.

      In rendering the opinions stated below, we have examined and relied, with
your consent, upon the following:

      (i) The Registration Statement;
<PAGE>

Duke Realty Investments, Inc.
June 29, 1999
Page 2


      (ii) The First Amended and Restated Agreement of Limited Partnership of
the Operating Partnership and subsequent amendments thereto;

      (iii) The First Amended and Restated Agreement of Limited Partnership of
the Services Partnership;

      (iv) Such other documents, records and instruments as we have deemed
necessary in order to enable us to render the opinion referred to in this
letter.

      In our examination of the foregoing documents, we have assumed, with your
consent, that (i) all documents reviewed by us are original documents, or true
and accurate copies of original documents, and have not been subsequently
amended, (ii) the signatures on each original document are genuine, (iii) each
party who executed the document had proper authority and capacity, (iv) all
representations and statements set forth in such documents are true and correct,
(v) all obligations imposed by any such documents on the parties thereto have
been or will be performed or satisfied in accordance with their terms and (vi)
the Company, the Operating Partnership and the Services Partnership at all times
will be organized and operated in accordance with the terms of such documents.
We have further assumed the accuracy of the statements and descriptions of the
Company's, the Operating Partnership's and the Services Partnership's intended
activities as described in the Registration Statement and the reports
incorporated therein by reference.

      For purposes of rendering the opinions stated below, we have also assumed,
with your consent, the accuracy of the representations contained in the
Certificate of Representations dated June 29, 1999 provided to us by the
Company, the Operating Partnership and the Services Partnership. These
representations generally relate to the classification and operation of the
Company as a REIT and the organization and operation of the Operating
Partnership and the Services Partnership. Our opinions are
<PAGE>

Duke Realty Investments, Inc.
June 29, 1999
Page 3


further based upon the Company's receipt of a letter ruling from the Internal
Revenue Service ("IRS") dated September 30, 1994 which concluded that the
Company's and the Operating Partnership's distributive shares of the gross
income of the Services Partnership will be in proportion to their respective
percentage shares of the capital interests of the partners of the Services
Partnership.

      We have also reviewed the Registration Statement as to its sections
concerning certain United States Federal income tax consequences to the Company
and its shareholders of the qualification of the Company as a REIT under the
Code. Based upon and subject to the foregoing, we are of the opinion that:

      1. Assuming the Company was organized in conformity with and has
satisfied the requirements for qualification and taxation as a REIT under the
Code for each of its taxable years from and including the first taxable year
for which the Company made the election to be taxed as a REIT through the
1993 taxable year, the proposed methods of operation of the Company, the
Operating Partnership and the Services Partnership since and including 1994
as described in the Registration Statement and as represented by the Company,
the Operating Partnership and the Services Partnership has permitted and will
permit the Company to qualify and to continue to qualify to be taxed as a
REIT for all years since and including 1994 and for its current and
subsequent taxable years; and

      2. The tax consequences to the Company and its shareholders of
qualification of the Company as a REIT under the Code will be consistent with
the discussion contained in the section entitled "Federal Income Tax
Considerations" in the Registration Statement.

      The opinions set forth in this letter represent our conclusions as to the
application of federal income tax laws existing as of the date of this letter to
the transactions described herein. We can give no
<PAGE>

Duke Realty Investments, Inc.
June 29, 1999
Page 4


assurance that legislative enactments, administrative changes or court decisions
may not be forthcoming that would modify or supersede our opinions. Moreover,
there can be no assurance that positions contrary to our opinions will not be
taken by the IRS, or that a court considering the issues would not hold contrary
to such opinions. Further, the opinions set forth above represent our conclusion
based upon the documents, facts and representations referred to above. Any
material amendments to such documents, changes in any significant facts or
inaccuracy of such representations could affect the opinions referred to herein.
Although we have made such inquiries and performed such investigations as we
have deemed necessary to fulfill our professional responsibilities as counsel,
we have not undertaken an independent investigation of the facts referred to in
this letter.

      We express no opinion as to any federal income tax issue or other matter
except those set forth or confirmed above. We consent to the filing of this
opinion as an exhibit to the Registration Statement.

Very truly yours,

BOSE McKINNEY & EVANS LLP

<PAGE>

                                                                    Exhibit 10.6









                         ------------------------------
                         ------------------------------



                    REGISTRATION RIGHTS AND LOCK-UP AGREEMENT

                          Dated as of October 27, 1997

                                  by and among

                                WEEKS CORPORATION

                                       and

            GB PARTNERS, LTD., CHARLES D. GRAHAM AND BOBBY L. BEAVERS



                         ------------------------------
                         ------------------------------










<PAGE>


                    REGISTRATION RIGHTS AND LOCK-UP AGREEMENT


           THIS REGISTRATION RIGHTS AND LOCK-UP AGREEMENT (this "Agreement") is
made and entered into as of October 27, 1997 by and among WEEKS CORPORATION, a
Georgia corporation (the "Company"), GB PARTNERS, LTD., a Florida limited
partnership (the "Holder"), CHARLES D. GRAHAM, an individual resident of the
State of Florida, including his permitted assigns and transferees, and BOBBY L.
BEAVERS, an individual resident of the State of Florida, including his permitted
assigns and transferees.

           WHEREAS, this Agreement is made pursuant to the Contribution
Agreement by and between Weeks Realty, L.P., a Georgia limited partnership (the
"Operating Partnership"), and the Contributor (as therein defined) dated as of
even date herewith (the "Contribution Agreement");

           WHEREAS, the Holder will become the owner of Units (as defined below)
in the Operating Partnership in connection with the transactions described in
the Contribution Agreement;

           WHEREAS, in order to induce the Company and the Operating Partnership
to enter into the transactions described in the Contribution Agreement, the
Holder has agreed to the Holder Lock-up (as defined below) set forth in Section
2 hereof; and

           WHEREAS, in order to induce the Holder to enter into the transactions
described in the Contribution Agreement, the Company has agreed, with respect to
the Units issued pursuant to the Contribution Agreement to provide the Holder
with the registration rights set forth in Section 3 hereof;

           NOW, THEREFORE, the parties hereto, in consideration of the
foregoing, the mutual covenants and agreements hereinafter set forth, and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, agree as follows:

           1.       DEFINITIONS.

           As used in this Agreement, the following capitalized defined terms
shall have the following meanings:

           "COMMON STOCK" shall mean the Common Stock, par value $.01 per share,
of the Company.

           "COMPANY" shall have the meaning set forth in the Preamble and also
shall include the Company's successors.

           "CONTRIBUTION AGREEMENT" shall have the meaning set forth in the
Preamble.


<PAGE>


           "CONTROL" shall mean the ability, whether by the direct or indirect
ownership of shares or other equity interests, by contract or otherwise, to
select a majority of the directors of a corporation, to select the managing
partner of a partnership, to select the manager of a limited liability company
or otherwise to select, or have the power to remove and then select, a majority
of those persons exercising governing authority over an Entity. In the case of a
limited partnership, the sole general partner, each of the general partners that
has equal management control and authority, or the designated managing general
partner or managing general partners thereof shall be deemed to have control of
such partnership. In the case of a trust, any trustee thereof or any Person
having the right to select any such trustee shall be deemed to have control of
such trust.

           "DISPOSE OF" shall have the meaning set forth in Section 2 hereof.

           "ENTITY" shall mean any general partnership, limited partnership,
corporation, limited liability company, joint venture, trust, business trust,
cooperative or association.

           "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as
amended from time to time.

           "HOLDER" shall have the meaning set forth in the Preamble.

           "HOLDER LOCK-UP" shall have the meaning set forth in Section 2
hereof.

           "HOLDER LOCK-UP PERIOD" shall have the meaning set forth in Section 2
hereof.

           "NASD" shall mean the National Association of Securities Dealers,
Inc.

           "OPERATING PARTNERSHIP" shall have the meaning set forth in the
Preamble and also shall include the Operating Partnership's successors and
assigns.

           "PARTNERSHIP AGREEMENT" shall mean the Second Amended and Restated
Agreement of Limited Partnership of the Operating Partnership, as amended.

           "PERSON" shall mean any individual or Entity.

           "SEC" shall mean the Securities and Exchange Commission.

           "SECURITIES ACT" shall mean the Securities Act of 1933, as amended
from time to time.

           "SELLING EXPENSES" shall mean all underwriting discounts and selling
commissions and transfer taxes applicable to the sale of Shelf Registrable
Securities and disbursements of underwriters.


<PAGE>


           "SHARES" shall mean (i) any Common Stock issued to the Holder upon
redemption of Units or (ii) any Common Stock issuable to the Holder upon
redemption of Units provided that such Units shall have been held by the Holder
for at least six (6) months prior to the filing of the applicable Shelf
Registration Statement.

           "SHELF PROSPECTUS" shall mean the prospectus included in the Shelf
Registration Statement, including any preliminary prospectus, and any amendment
or supplement thereto, including any supplement relating to the terms of the
offering of any portion of the Shelf Registrable Securities covered by the Shelf
Registration Statement, and in each case including all material incorporated by
reference therein.

           "SHELF REGISTRATION" shall mean a registration required to be
effected pursuant to Section 3 hereof.

           "SHELF REGISTRABLE SECURITIES" shall mean the Shares held by the
Holder, excluding (i) Shares that have been registered under any other effective
registration statement, (ii) Shares sold or otherwise transferred pursuant to
Rule 144 under the Securities Act, and (iii) Shares held by the Holder if all of
such Shares are eligible for sale pursuant to Rule 144 under the Securities Act
and could be sold in one transaction in accordance with the volume limitations
contained in Rule 144(e)(1)(i) under the Securities Act.

           "SHELF REGISTRATION EXPENSES" shall mean any and all expenses
incident to performance of or compliance with this Agreement, including, without
limitation: (i) all SEC, stock exchange and NASD registration and filing fees,
(ii) all fees and expenses incurred in connection with compliance with state
securities or "blue sky" laws (including reasonable fees and disbursements of
counsel in connection with qualification of any of the Shelf Registrable
Securities under any state securities or blue sky laws and the preparation of a
blue sky memorandum) and compliance with the rules of the NASD, (iii) all
expenses of any Persons in preparing or assisting in preparing, word processing,
printing and distributing the Shelf Registration Statement, any Shelf
Prospectus, certificates and other documents relating to the performance of and
compliance with this Agreement, (iv) all fees and expenses incurred in
connection with the listing, if any, of any of the Shelf Registrable Securities
on any securities exchange or exchanges pursuant to Section 4(l) hereof, (v) the
fees and disbursements of counsel for the Company and of the independent public
accountants of the Company, including the expenses of any special audits or
"cold comfort" letters required by or incident to such performance and
compliance, and (vi) all other costs and expenses normally associated with the
issuance and sale of newly issued public securities other than Selling Expenses.

           "SHELF REGISTRATION NOTICE" shall have the meaning set forth in
Section 4(b) hereof.

           "SHELF REGISTRATION STATEMENT" shall mean a registration statement of
the Company (and any other entity required to be a registrant with respect to
such registration statement pursuant to the requirements of the Securities Act)
that covers all of the Shelf Registrable Securities to be



                                       -3-
<PAGE>


offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act, or any similar rule that may be adopted by the SEC, and all
amendments (including post-effective amendments) to such registration statement,
and all exhibits thereto and materials incorporated by reference therein.

           "UNITS" shall mean the limited partnership interests of the Operating
Partnership issued to the Holder pursuant to the Contribution Agreement, which
interests are redeemable for Common Stock, or at the Operating Partnership's
option, cash.

           2.       LOCK-UP AGREEMENT.

           (a) LOCK-UP FOR HOLDER. The Holder hereby agrees that with respect to
all Units issued pursuant to the Contribution Agreement from the date of
issuance of each Unit until the first anniversary of the date of each such
issuance, without the prior written consent of the Company, such Holder will not
offer, sell, contract to sell, distribute, redeem, convert or otherwise dispose
of (collectively, "Dispose of"), directly or indirectly, to any Person any such
Units (collectively, the lock-ups are referred to as the "Holder Lock-up" and
the lock-up periods are referred to as the "Holder Lock-up Period").

           (b) LOCK-UP OF THE BENEFICIAL INTEREST HELD BY EACH OF CHARLES D.
GRAHAM AND BOBBY L. BEAVERS IN THE HOLDER. Each of Charles D. Graham and Bobby
L. Beavers hereby agrees that until the first anniversary of the last issuance
of Units to the Holder under the Contribution Agreement which are subject to the
lock-up contained in Section 2(a) hereof, without the prior written consent of
the Company, such individual will not Dispose of, directly or indirectly, any
beneficial ownership interest that such individual holds in the Holder, except
that the foregoing restriction will not be applicable to Charles D. Graham in
the event of his death or to Bobby L. Beavers in the event of his death.

           3. SHELF REGISTRATION UNDER THE SECURITIES ACT FOR THE BENEFIT OF THE
HOLDER.

           (a) FILING OF SHELF REGISTRATION STATEMENT. The Company shall cause
to be filed during the third quarter of each calendar year, or as soon as
practicable thereafter, a Shelf Registration Statement providing for the sale by
the Holder of all Shelf Registrable Securities, not theretofore registered, in
accordance with the terms hereof and will use its reasonable and diligent
efforts to cause such Shelf Registration Statement to be declared effective by
the SEC as soon as practicable thereafter. The Company agrees to use its
reasonable and diligent efforts to keep the Shelf Registration Statement with
respect to the Shelf Registrable Securities continuously effective so long as
the Holder holds such Shelf Registrable Securities. Subject to Section 4(b) and
Section 4(i), the Company further agrees to amend the Shelf Registration
Statement if and as required by the rules, regulations or instructions
applicable to the registration form used by the Company for such Shelf
Registration Statement or by the Securities Act or any rules and regulations
thereunder; PROVIDED, HOWEVER, that the Company shall not be deemed to have used
its reasonable and diligent efforts to keep the Shelf Registration Statement
effective during the applicable period if it voluntarily takes any action that
would result in the Holder not



                                       -4-
<PAGE>


being able to sell Shelf Registrable Securities covered thereby during that
period, unless such action is required under applicable law or the Company has
filed a post-effective amendment (other than one which removes Shelf Registrable
Securities from effective registration under the Securities Act) to the Shelf
Registration Statement and the SEC has not declared it effective or except as
otherwise permitted by the last three sentences of Section 4(b).

           (b) EXPENSES. The Company shall pay all Shelf Registration Expenses
in connection with each registration pursuant to Section 3(a). The Holder shall
pay all Selling Expenses and the fees and disbursements of counsel representing
such Holder, if any, relating to the sale or disposition of such Shelf
Registrable Securities pursuant to the Shelf Registration Statement.

           (c) INCLUSION IN SHELF REGISTRATION STATEMENT. If the Holder does not
provide the information reasonably requested by the Company in connection with
the Shelf Registration Statement as promptly as practicable after receipt of
such request, but in no event later than ten (10) days thereafter, it shall not
be entitled to have its Shelf Registrable Securities included in the Shelf
Registration Statement.

           4. SHELF REGISTRATION PROCEDURES.

           In connection with the obligations of the Company with respect to
each Shelf Registration Statement contemplated by Section 3 hereof, the Company
shall:

                      (a) prepare and file with the SEC, within the time period
           set forth in Section 3 hereof, the Shelf Registration Statement,
           which Shelf Registration Statement (i) shall be available for the
           sale of the Shelf Registrable Securities in accordance with the
           intended method or methods of distribution by the Holder covered
           thereby and (ii) shall comply as to form in all material respects
           with the requirements of the applicable form and include all
           financial statements required by the SEC to be filed therewith;

                      (b) subject to the last three sentences of this Section
           4(b) and Section 4(i) hereof, (i) prepare and file with the SEC such
           amendments to such Shelf Registration Statement as may be necessary
           to keep such Shelf Registration Statement effective for the
           applicable period; (ii) cause the Shelf Prospectus to be amended or
           supplemented as required and to be filed as required by Rule 424 or
           any similar rule that may be adopted under the Securities Act; (iii)
           respond as promptly as practicable to any comments received from the
           SEC with respect to the Shelf Registration Statement or any amendment
           thereto; and (iv) comply with the provisions of the Securities Act
           with respect to the disposition of all securities covered by such
           Shelf Registration Statement during the applicable period in
           accordance with the intended method or methods of distribution by the
           Holder covered thereby. Notwithstanding anything to the contrary
           contained herein, the Company shall not be required to take any of
           the actions described



                                       -5-
<PAGE>


           in clauses (i), (ii) or (iii) in this Section 4(b), Section 4(d) or
           Section 4(i) with respect to the Shelf Registrable Securities (x) to
           the extent that the Company is in possession of material non-public
           information that it deems advisable not to disclose or is engaged in
           active negotiations or planning for a merger or acquisition or
           disposition transaction and it delivers written notice to the Holder
           to the effect that the Holder may not make offers or sales under the
           Shelf Registration Statement for a period not to exceed ninety (90)
           days from the date of such notice; PROVIDED, HOWEVER, that the
           Company may deliver only two such notices within any twelve-month
           period, and (y) unless and until the Company has received a written
           notice (a "Shelf Registration Notice") from the Holder that it
           intends to make offers or sales under the Shelf Registration
           Statement as specified in such Shelf Registration Notice; PROVIDED,
           HOWEVER, that the Company shall have ten (10) business days to
           prepare and file any such amendment or supplement after receipt of
           the Shelf Registration Notice. Once the Holder has delivered a Shelf
           Registration Notice to the Company, the Holder shall promptly provide
           to the Company such information as the Company reasonably requests in
           order to identify the method of distribution in a post-effective
           amendment to the Shelf Registration Statement or a supplement to the
           Shelf Prospectus. The Holder also shall notify the Company in writing
           upon completion of such offer or sale or at such time as the Holder
           no longer intends to make offers or sales under the Shelf
           Registration Statement;

                      (c) after the Holder has delivered a Shelf Registration
           Notice to the Company, furnish the Holder, without charge, as many
           copies of each Shelf Prospectus and any amendment or supplement
           thereto in order to facilitate the public sale or other disposition
           of the Shelf Registrable Securities; the Company consents to the use
           of the Shelf Prospectus and any amendment or supplement thereto by
           the Holder of Shelf Registrable Securities in connection with the
           offering and sale of the Shelf Registrable Securities covered by the
           Shelf Prospectus or amendment or supplement thereto;

                      (d) use its reasonable and diligent efforts to register or
           qualify the Shelf Registrable Securities by the time the Shelf
           Registration Statement is declared effective by the SEC under all
           applicable state securities or blue sky laws of such jurisdictions in
           the United States and its territories and possessions as the Holder
           shall reasonably request in writing, keep each such registration or
           qualification effective during the period such Shelf Registration
           Statement is required to be kept effective or during the period
           offers or sales are being made by the Holder after it has delivered a
           Shelf Registration Notice to the Company, whichever is shorter;
           PROVIDED, HOWEVER, that in connection therewith, the Company shall
           not be required to (i) qualify as a foreign corporation to do
           business or to register as a broker or dealer in any such
           jurisdiction where it would not otherwise be required to qualify or
           register but for this Section 4(d), (ii) subject itself to taxation
           in any such jurisdiction where is not otherwise subject to taxation,
           or (iii) file a general consent to service of process in any such
           jurisdiction;

                      (e) notify the Holder promptly and confirm in writing, (i)
           when the Shelf Registration Statement and any post-effective
           amendments thereto have become



                                       -6-
<PAGE>


           effective, (ii) when any amendment or supplement to the Shelf
           Prospectus has been filed with the SEC, (iii) of the issuance by the
           SEC or any state securities authority of any stop order suspending
           the effectiveness of the Shelf Registration Statement or any part
           thereof or the initiation of any proceedings for that purpose, (iv)
           if the Company receives any notification with respect to the
           suspension of the qualification of the Shelf Registrable Securities
           for offer or sale in any jurisdiction or the initiation of any
           proceeding for such purpose, and (v) of the happening of any event
           during the period the Shelf Registration Statement is effective as a
           result of which (A) such Shelf Registration Statement contains any
           untrue statement of a material fact or omits to state any material
           fact required to be stated therein or necessary to make the
           statements therein not misleading or (B) the Shelf Prospectus as then
           amended or supplemented contains any untrue statement of a material
           fact or omits to state any material fact necessary in order to make
           the statements therein, in light of the circumstances under which
           they were made, not misleading;

                      (f) make every reasonable effort to obtain the withdrawal
           of any order suspending the effectiveness of the Shelf Registration
           Statement or any part thereof as promptly as possible;

                      (g) after the Holder has delivered a Shelf Registration
           Notice to the Company, furnish to the Holder covered thereby, without
           charge, at least one conformed copy of the Shelf Registration
           Statement and any post-effective amendment thereto (without documents
           incorporated therein by reference or exhibits thereto, unless
           requested);

                      (h) cooperate with the selling Holder to facilitate the
           timely preparation and delivery of certificates representing Shelf
           Registrable Securities to be sold and not bearing any Securities Act
           legend; and enable certificates for such Shelf Registrable Securities
           to be issued for such numbers of shares as the Holder may reasonably
           request at least two business days prior to any sale of Shelf
           Registrable Securities;

                      (i) subject to the last three sentences of Section 4(b)
           hereof, upon the occurrence of any event contemplated by clause (x)
           of Section 4(b) or clause (v) of Section 4(e) hereof, use its
           reasonable and diligent efforts promptly to prepare and file an
           amendment or a supplement to the Shelf Prospectus or any document
           incorporated therein by reference or prepare, file and obtain
           effectiveness of a post-effective amendment to the Shelf Registration
           Statement, or file any other required document, in any such case to
           the extent necessary so that, as thereafter delivered to the
           purchasers of the Shelf Registrable Securities, such Shelf Prospectus
           as then amended or supplemented will not contain any untrue statement
           of a material fact or omit to state any material fact necessary in
           order to make the statements therein, in the light of the
           circumstances under which they are made, not misleading;



                                       -7-
<PAGE>


                      (j) after the Holder has provided a Shelf Registration
           Notice to the Company, make available for inspection by the Holder
           covered thereby and any counsel, accountants or other representatives
           retained by the Holder all financial and other records, pertinent
           corporate documents and properties of the Company and cause the
           officers, directors and employees of the Company to supply all such
           records, documents or information reasonably requested by such
           Holder, counsel, accountants or representatives in connection with
           the Shelf Registration Statement; PROVIDED, HOWEVER, that such
           records, documents or information which the Company determines in
           good faith to be confidential and notifies the Holder, counsel,
           accountants or representatives in writing that such records,
           documents or information are confidential shall not be disclosed by
           the Holder, counsel, accountants or representatives unless (i) such
           disclosure is ordered pursuant to a subpoena or other order from a
           court of competent jurisdiction or governmental agency, or (ii) such
           records, documents or information become generally available to the
           public other than through a breach of this Agreement;

                      (k) a reasonable time prior to the filing of any Shelf
           Registration Statement or any amendment thereto, or any Shelf
           Prospectus or any amendment or supplement thereto, provide copies of
           such document (not including any documents incorporated by reference
           therein unless requested) to the Holder covered thereby after the
           Holder has provided a Shelf Registration Notice to the Company;

                      (l) use its reasonable and diligent efforts to cause all
           Shelf Registrable Securities to be listed on any securities exchange
           on which similar securities issued by the Company are then listed;

                      (m) provide a CUSIP number for all Shelf Registrable
           Securities, not later than the effective date of a Shelf Registration
           Statement; and

                      (n) use its reasonable efforts to make available to its
           security holders, as soon as reasonably practicable, an earnings
           statement covering at least 12 months which shall satisfy the
           provisions of Section 11(a) of the Securities Act and Rule 158
           thereunder or any similar rule as may be adopted by the SEC.

           The Company may require the Holder to furnish to the Company in
writing such information regarding the proposed distribution by such Holder as
the Company may from time to time reasonably request in writing.

           In connection with and as a condition to the Company's obligations
with respect to the Shelf Registration Statement pursuant to Section 3 hereof
and this Section 4, the Holder covenants and agrees that (i) it will not offer
or sell any Shelf Registrable Securities under the Shelf Registration Statement
until it has provided a Shelf Registration Notice pursuant to Section 4(b) and
has received copies of the Shelf Prospectus as then amended or supplemented as
contemplated by



                                       -8-
<PAGE>


Section 4(c) and notice from the Company that the Shelf Registration Statement
and any post-effective amendments thereto have become effective as contemplated
by Section 4(e); (ii) upon receipt of any notice from the Company contemplated
by Section 4(b) or Section 4(e) (in respect of the occurrence of an event
contemplated by clause (v) of Section 4(e)), the Holder shall not offer or sell
any Shelf Registrable Securities pursuant to the Shelf Registration Statement
until such Holder receives copies of the supplemented or amended Shelf
Prospectus contemplated by Section 4(i) hereof and receives notice that any
post-effective amendment has become effective, and, if so directed by the
Company, such Holder will deliver to the Company (at the expense of the Company)
all copies in its possession, other than permanent file copies then in such
Holder's possession, of the Shelf Prospectus as amended or supplemented at the
time of receipt of such notice; (iii) all offers and sales by the Holder under
the Shelf Registration Statement shall be completed within sixty (60) days after
the first date on which offers or sales can be made pursuant to clause (i)
above, and upon expiration of such sixty (60) day period, the Holder will not
offer or sell any Shelf Registrable Securities under the Shelf Registration
Statement until it has again complied with the provisions of clause (i) above;
(iv) the Holder and any of its beneficial owners, officers, directors or
affiliates, if any, will comply with the provisions of Regulation M promulgated
by the SEC as applicable to them in connection with sales of Shelf Registrable
Securities pursuant to the Shelf Registration Statement; (v) the Holder and any
of its beneficial owners, officers, directors or affiliates, if any, will comply
with the prospectus delivery requirements of the Securities Act as applicable to
them in connection with sales of Shelf Registrable Securities pursuant to the
Shelf Registration Statement; and (vi) the Holder and any of its beneficial
owners, officers, directors or affiliates, if any, will enter into such written
agreements as the Company shall reasonably request to ensure compliance with
clause (iv) and (v) above.

           5. HOLDBACK AGREEMENTS. The Holder agrees not to effect any public
sale or distribution (including sales pursuant to Rule 144) of equity securities
of the Company, or any securities convertible into or exchangeable or
exercisable for such securities, during the 7 days prior to (provided that such
Holder receives a notice from the Company of the commencement of such 7-day
period) and the 90-day period beginning on the effective date of any
underwritten offering of securities by the Company (except as part of such
underwritten registration), unless the underwriters managing the registered
public offering otherwise agree.

           6. INDEMNIFICATION; CONTRIBUTION.

           (a) INDEMNIFICATION BY THE COMPANY. The Company agrees to indemnify
and hold harmless the Holder and the beneficial owners, officers and directors
and each Person, if any, who controls the Holder within the meaning of Section
15 of the Securities Act as follows:

                      (i) against any and all loss, liability, claim, damage and
           expense whatsoever, as incurred, to which the Holder, or any
           beneficial owner, officer, director or controlling Person may become
           subject under the Securities Act or otherwise (A) that arise out of
           or are based upon any untrue statement or alleged untrue statement of
           a material fact contained in the Shelf Registration Statement or any
           amendment thereto, or the omission or alleged omission to state
           therein a material fact required to be stated



                                       -9-
<PAGE>


           therein or necessary to make the statements therein not misleading or
           (B) that arise out of or are based upon any untrue statement or
           alleged untrue statement of a material fact contained in any Shelf
           Prospectus or any amendment or supplement thereto, or the omission or
           alleged omission to state therein a material fact necessary in order
           to make the statements therein, in the light of the circumstances
           under which they were made, not misleading;

                      (ii) against any and all loss, liability, claim, damage
           and expense whatsoever, as incurred, to the extent of the aggregate
           amount paid in settlement of any litigation, or investigation or
           proceeding by any governmental agency or body, commenced or
           threatened, or of any claim whatsoever based upon any such untrue
           statement or alleged untrue statement or any omission or alleged
           omission, if such settlement is effected with the written consent of
           the Company; and

                      (iii) subject to the limitations set forth in Section
           6(c), against any and all expense whatsoever, as incurred (including
           reasonable fees and disbursements of counsel), reasonably incurred in
           investigating, preparing or defending against any litigation, or
           investigation or proceeding by any governmental agency or body,
           commenced or threatened, in each case whether or not a party, or any
           claim whatsoever based upon any such untrue statement or alleged
           untrue statement or omission or alleged omission, to the extent that
           any such expense is not paid under subparagraph (i) or (ii) above;

PROVIDED, HOWEVER, that the indemnity provided pursuant to this Section 6(a)
shall not apply with respect to any loss, liability, claim, damage or expense
that arise out of or are based upon any untrue statement or alleged untrue
statement or omission or alleged omission made in reliance upon and in
conformity with written information furnished to the Company by the Holder (i)
expressly for use in the Shelf Registration Statement or any amendment thereto,
or the Shelf Prospectus or any amendment or supplement thereto or (ii) pursuant
to any representation, warranty or other statement contained in the Contribution
Agreement or any admission amendment to the Partnership Agreement.

           (b) INDEMNIFICATION BY THE HOLDER. The Holder agrees to indemnify and
hold harmless the Company, and each of its respective directors and officers
(including each director and officer of the Company who signed the Shelf
Registration Statement), and each Person, if any, who controls the Company
within the meaning of Section 15 of the Securities Act, to the same extent as
the indemnity contained in Section 6(a) hereof, but only insofar as such loss,
liability, claim, damage or expense arises out of or is based upon any untrue
statement or alleged untrue statement or omission or alleged omission made in
the Shelf Registration Statement or any amendment thereto, or the Shelf
Prospectus or any amendment or supplement thereto, in reliance upon and in
conformity with written information furnished to the Company by such Holder
expressly for use therein. In no event, however shall the liability of the
Holder exceed the cumulative net proceeds received by such Holder from any
offering made in connection with a Shelf Registration Statement.



                                       -10-
<PAGE>


           (c) CONDUCT OF INDEMNIFICATION PROCEEDINGS. Each indemnified party
shall give reasonably prompt notice to each indemnifying party of any action or
proceeding commenced against it in respect of which indemnity may be sought
hereunder, but failure to so notify an indemnifying party (i) shall not relieve
it from any liability which it may have under the indemnity agreement provided
in Section 6(a) or (b) above, unless and to the extent it did not otherwise
learn of such action and the lack of notice by the indemnified party materially
prejudices the indemnifying party or results in the forfeiture by the
indemnifying party of substantial rights and defenses and (ii) shall not, in any
event, relieve the indemnifying party from any obligations to any indemnified
party other than the indemnification obligation provided under Section 6(a) or
(b) above. After receipt of such notice, the indemnifying party shall be
entitled to participate in and, to the extent it shall wish, jointly with any
other indemnifying party so notified, to assume the defense of such action or
proceeding at such indemnifying party's own expense with counsel chosen by such
indemnifying party and approved by the indemnified party, which approval shall
not be unreasonably withheld; PROVIDED, HOWEVER, that, if the defendants in any
such action or proceeding include both the indemnified party and the
indemnifying party and the indemnified party reasonably determines, upon advice
of counsel, that a conflict of interest exists or that there may be legal
defenses available to it or other indemnified parties that are different from or
in addition to those available to the indemnifying party, then the indemnified
party shall be entitled to separate counsel (which shall be limited to a single
law firm), the reasonable fees and expenses of which shall be paid by the
indemnifying party. If the indemnifying party does not assume the defense of any
such action or proceeding, after having received the notice referred to in the
first sentence of this paragraph, the indemnifying party will pay the reasonable
fees and expenses of counsel (which shall be limited to a single law firm) for
the indemnified party. In such event, however, the indemnifying party will not
be liable for any settlement effected without the written consent of such
indemnifying party. If the indemnifying party assumes the defense of any such
action or proceeding in accordance with this paragraph, such indemnifying party
shall not be liable for any fees and expenses of counsel for the indemnified
party incurred thereafter in connection with such action or proceeding, except
as set forth in the proviso in the second sentence of this Section 6(c).

           (d) CONTRIBUTION. In order to provide for just and equitable
contribution in circumstances in which the indemnity agreement provided for in
this Section 6 is for any reason held to be unenforceable although applicable in
accordance with its terms, the Company and the selling Holder shall contribute
to the aggregate losses, liabilities, claims, damages and expenses of the nature
contemplated by such indemnity agreement incurred by the Company and the selling
Holder, in such proportion as is appropriate to reflect the relative fault of
and benefits to the Company on the one hand and the selling Holder on the other,
in connection with the statements or omissions which resulted in such losses,
claims, damages, liabilities or expenses, as well as any other relevant
equitable considerations. The relative benefits to the indemnifying party and
indemnified parties shall be determined by reference to, among other things, the
total proceeds received by the indemnified party and indemnified parties in
connection with the offering to which such losses, claims, damages, liabilities
or expenses relate. The relative fault



                                       -11-
<PAGE>


of the indemnifying party and indemnified parties shall be determined by
reference to, among other things, whether the action in question, including any
untrue or alleged untrue statement of a material fact or omission or alleged
omission to state a material fact, has been made by, or relates to information
supplied by, such indemnifying party or the indemnified parties, and the
parties' relative intent, knowledge, access to information and opportunity to
correct or prevent such action.

           The parties hereto agree that it would not be just or equitable if
contribution pursuant to this Section 6(d) were determined by pro rata
allocation or by any other method of allocation which does not take account of
the equitable considerations referred to in the immediately preceding paragraph.
Notwithstanding the provisions of this Section 6(d), the Holder shall not be
required to contribute any amount in excess of the amount by which the total
price at which the Shelf Registrable Securities of such Holder were offered to
the public exceeds the amount of any damages which such Holder would otherwise
have been required to pay by reason of such untrue statement or omission.

           Notwithstanding the foregoing, no Person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any Person who was not guilty of such
fraudulent misrepresentation. For purposes of this Section 6(d), each Person, if
any, who controls the Holder within the meaning of Section 15 of the Securities
Act and beneficial owners, directors and officers of the Holder shall have the
same rights to contribution as any member of the Holder, and each director of
the Company, each officer of the Company who signed the Shelf Registration
Statement, and each Person, if any, who controls the Company within the meaning
of Section 15 of the Securities Act shall have the same rights to contribution
as the Company.

           (e) In the event any sale pursuant to a Shelf Registration is an
underwritten offering, then the Company agrees to indemnify and hold harmless
each underwriter of Shelf Registrable Securities to the same extent and on
substantially similar terms as the Company's indemnification of the members of
the Holder as set forth in Section 6(a) above.

           7. RULE 144 SALES.

           (a) COMPLIANCE. The Company covenants that, so long as it is subject
to the reporting requirements of the Exchange Act, it will file the reports
required to be filed by it under the Exchange Act so as to enable the Holder to
sell Shelf Registrable Securities pursuant to Rule 144 under the Securities Act.

           (b) COOPERATION WITH THE HOLDER. In connection with any sale,
transfer or other disposition by the Holder of any Shelf Registrable Securities
pursuant to Rule 144 under the Securities Act, the Company shall cooperate with
such Holder to facilitate the timely preparation and delivery of certificates
representing Shelf Registrable Securities to be sold and not bearing any
Securities Act legend, and enable certificates for such Shelf Registrable
Securities to be for



                                       -12-
<PAGE>


such number of shares as such Holder may reasonably request at least two
business days prior to any sale of Shelf Registrable Securities.

           8.       MISCELLANEOUS.

           (a) AMENDMENTS AND WAIVERS. The provisions of this Agreement,
including the provisions of this sentence, may not be amended, modified,
supplemented or waived, nor may consent to departures therefrom be given,
without the written consent of the Company and the Holder.

           (b) NOTICES. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand-delivery, registered
first-class mail, telex, telecopier, or any courier guaranteeing overnight
delivery, (i) if to the Holder, at GB Investment & Company, Inc., Unit 101, 1350
Tradeport Drive, Jacksonville, Florida 32218, (ii) if to Charles D. Graham, at
GB Investment & Company, Inc., Unit 101, 1350 Tradeport Drive, Jacksonville,
Florida 32218, (iii) if to Bobby L. Beavers, at GB Investment & Company, Inc.,
Unit 101, 1350 Tradeport Drive, Jacksonville, Florida 32218, or (iv) if to the
Company, at 4497 Park Drive, Norcross, Georgia 30093, Attention: A. R. Weeks,
Jr.

           All such notices and communications shall be deemed to have been duly
given: at the time delivered by hand, if personally delivered; five business
days after being deposited in the mail, postage prepaid, if mailed; when
answered back, if telexed; when receipt is acknowledged, if telecopied; or at
the time delivered if delivered by an air courier guaranteeing overnight
delivery.

           (c) NO ASSIGNMENT. This Agreement shall inure to the benefit of and
be binding upon the parties hereto and, where applicable, their successors and
permitted assigns. No party to this Agreement may assign or delegate all or any
portion of its rights, obligations, or liabilities under this Agreement without
the prior written consent of each other party to this Agreement. Nothing
expressed or implied herein is intended or shall be construed to confer upon or
give to any third party any rights or remedies by virtue hereof.

           (d) THIRD PARTY BENEFICIARIES. There shall be no third party
beneficiaries or intended beneficiaries of this Agreement

           (e) COUNTERPARTS. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.

           (f) HEADINGS. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.



                                       -13-
<PAGE>


           (g) GOVERNING LAW. This Agreement shall be governed by and construed
in accordance with the laws of the State of Georgia without giving effect to the
conflicts of law provisions thereof.

           (h) SPECIFIC PERFORMANCE. The parties hereto acknowledge that there
would be no adequate remedy at law if any party fails to perform any of its
obligations hereunder, and accordingly agree that each party, in addition to any
other remedy to which it may be entitled at law or in equity, shall be entitled
to compel specific performance of the obligations of any other party under this
Agreement in accordance with the terms and conditions of this Agreement in any
court of the United States or any State thereof having jurisdiction.

           (i) ENTIRE AGREEMENT. This Agreement is intended by the parties as a
final expression of their agreement and intended to be a complete and exclusive
statement of the agreement and understanding of the parties hereto in respect of
the subject matter contained herein. This Agreement supersedes all prior
agreements and understandings between the parties with respect to such subject
matter.



                                       -14-
<PAGE>


           IN WITNESS WHEREOF, the parties have executed this Agreement as of
the date first written above

                                            WEEKS CORPORATION


                                            By:
                                               ------------------------------

                                            Name:
                                            Title:


                                            GB PARTNERS, LTD.


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


                                            CHARLES D. GRAHAM



                                            -----------------------------



                                            BOBBY L. BEAVERS



                                            ------------------------------

<PAGE>


                                                                    Exhibit 10.9



                          ----------------------------
                          ----------------------------



                    REGISTRATION RIGHTS AND LOCK-UP AGREEMENT

                          Dated as of January 20, 1998

                                  by and among

                                WEEKS CORPORATION

                                       and
                              PCTC ASSOCIATES, LLC



                          ----------------------------
                          ----------------------------



<PAGE>


                   REGISTRATION RIGHTS AND LOCK-UP AGREEMENT


           THIS REGISTRATION RIGHTS AND LOCK-UP AGREEMENT (this "Agreement") is
made and entered into as of January 20, 1998 by and among WEEKS CORPORATION, a
Georgia corporation (the "Company"), and PCTC ASSOCIATES, LLC, a Georgia limited
liability company (the "Holder").

           WHEREAS, this Agreement is made pursuant to the Contract for the
Partnership Contribution of Real and Personal Property by and between Weeks
Realty, L.P., a Georgia limited partnership (the "Operating Partnership"), and
the Holder dated as of even date herewith (the "Contribution Agreement");

           WHEREAS, the Holder will become the owner of Units (as defined below)
in the Operating Partnership in connection with the transactions described in
the Contribution Agreement;

           WHEREAS, in order to induce the Company and the Operating Partnership
to enter into the transactions described in the Contribution Agreement, the
Holder has agreed to the Holder Lock-up (as defined below) set forth in Section
2 hereof; and

           WHEREAS, in order to induce the Holder to enter into the transactions
described in the Contribution Agreement, the Company has agreed, with respect to
the Units issued pursuant to the Contribution Agreement, to provide the Holder
with the registration rights set forth in Section 3 hereof;

           NOW, THEREFORE, the parties hereto, in consideration of the
foregoing, the mutual covenants and agreements hereinafter set forth, and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, agree as follows:

1.         DEFINITIONS.

           As used in this Agreement, the following capitalized defined terms
shall have the following meanings:

           "COMMON STOCK" shall mean the Common Stock, par value $.01 per share,
of the Company.

           "COMPANY" shall have the meaning set forth in the Preamble and also
shall include the Company's successors.

           "CONTRIBUTION AGREEMENT" shall have the meaning set forth in the
Preamble.


<PAGE>


           "CONTROL" shall mean the ability, whether by the direct or indirect
ownership of shares or other equity interests, by contract or otherwise, to
select a majority of the directors of a corporation, to select the managing
partner of a partnership, to select the manager of a limited liability company
or otherwise to select, or have the power to remove and then select, a majority
of those persons exercising governing authority over an Entity. In the case of a
limited partnership, the sole general partner, each of the general partners that
has equal management control and authority, or the designated managing general
partner or managing general partners thereof shall be deemed to have control of
such partnership. In the case of a trust, any trustee thereof or any Person
having the right to select any such trustee shall be deemed to have control of
such trust.

           "DISPOSE OF" shall have the meaning set forth in Section 2 hereof.

           "ENTITY" shall mean any general partnership, limited partnership,
corporation, limited liability company, joint venture, trust, business trust,
cooperative or association.

           "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as
amended from time to time.

           "HOLDER" shall have the meaning set forth in the Preamble.

           "HOLDER LOCK-UP" shall have the meaning set forth in Section 2
hereof.

           "HOLDER LOCK-UP PERIOD" shall have the meaning set forth in Section 2
hereof.

           "NASD" shall mean the National Association of Securities Dealers,
Inc.

           "OPERATING PARTNERSHIP" shall have the meaning set forth in the
Preamble and also shall include the Operating Partnership's successors and
assigns.

           "PARTNERSHIP AGREEMENT" shall mean the Second Amended and Restated
Agreement of Limited Partnership of the Operating Partnership, as amended.

           "PERSON" shall mean any individual or Entity.

           "SEC" shall mean the Securities and Exchange Commission.

           "SECURITIES ACT" shall mean the Securities Act of 1933, as amended
from time to time.

           "SELLING EXPENSES" shall mean all underwriting discounts and selling
commissions and transfer taxes applicable to the sale of Shelf Registrable
Securities and disbursements of underwriters.



                                       -2-
<PAGE>


           "SHARES" shall mean (i) any Common Stock issued to the Holder upon
redemption of Units or (ii) any Common Stock issuable to the Holder upon
redemption of Units provided that such Units shall have been held by the Holder
for at least six (6) months prior to the filing of the applicable Shelf
Registration Statement.

           "SHELF PROSPECTUS" shall mean the prospectus included in the Shelf
Registration Statement, including any preliminary prospectus, and any amendment
or supplement thereto, including any supplement relating to the terms of the
offering of any portion of the Shelf Registrable Securities covered by the Shelf
Registration Statement, and in each case including all material incorporated by
reference therein.

           "SHELF REGISTRATION" shall mean a registration required to be
effected pursuant to Section 3 hereof.

           "SHELF REGISTRABLE SECURITIES" shall mean the Shares held by the
Holder, excluding (i) Shares that have been registered under any other effective
registration statement, (ii) Shares sold or otherwise transferred pursuant to
Rule 144 under the Securities Act, and (iii) Shares held by the Holder if all of
such Shares are eligible for sale pursuant to Rule 144 under the Securities Act
and could be sold in one transaction in accordance with the volume limitations
contained in Rule 144(e)(1)(i) under the Securities Act.

           "SHELF REGISTRATION EXPENSES" shall mean any and all expenses
incident to performance of or compliance with this Agreement, including, without
limitation: (i) all SEC, stock exchange and NASD registration and filing fees,
(ii) all fees and expenses incurred in connection with compliance with state
securities or "blue sky" laws (including reasonable fees and disbursements of
counsel in connection with qualification of any of the Shelf Registrable
Securities under any state securities or blue sky laws and the preparation of a
blue sky memorandum) and compliance with the rules of the NASD, (iii) all
expenses of any Persons in preparing or assisting in preparing, word processing,
printing and distributing the Shelf Registration Statement, any Shelf
Prospectus, certificates and other documents relating to the performance of and
compliance with this Agreement, (iv) all fees and expenses incurred in
connection with the listing, if any, of any of the Shelf Registrable Securities
on any securities exchange or exchanges pursuant to Section 4(l) hereof, (v) the
fees and disbursements of counsel for the Company and of the independent public
accountants of the Company, including the expenses of any special audits or
"cold comfort" letters required by or incident to such performance and
compliance, and (vi) all other costs and expenses normally associated with the
issuance and sale of newly issued public securities other than Selling Expenses.

           "SHELF REGISTRATION NOTICE" shall have the meaning set forth in
Section 4(b) hereof.

           "SHELF REGISTRATION STATEMENT" shall mean a registration statement of
the Company (and any other entity required to be a registrant with respect to
such registration statement pursuant to



                                       -3-
<PAGE>


the requirements of the Securities Act) that covers all of the Shelf Registrable
Securities to be offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act, or any similar rule that may be adopted by the SEC,
and all amendments (including post-effective amendments) to such registration
statement, and all exhibits thereto and materials incorporated by reference
therein.

           "UNITS" shall mean the limited partnership interests of the Operating
Partnership issued to the Holder pursuant to the Contribution Agreement, which
interests are redeemable for Common Stock, or at the Operating Partnership's
option, cash.

           2.       LOCK-UP AGREEMENT.

           The Holder hereby agrees that with respect to all Units issued
pursuant to the Contribution Agreement from the date hereof until the later of
(i) the first anniversary of the date of this Agreement, or (ii) the effective
date of the Shelf Registration Statement described in Section 3(a) hereof (the
"Lock-Up Period"), without the prior written consent of the Company, the Holder
will not offer, sell, contract to sell, distribute, redeem, convert or otherwise
dispose of (collectively, "Dispose of"), directly or indirectly, to any Person
any such Units (the "Holder Lock-up").

           3.       SHELF REGISTRATION UNDER THE SECURITIES ACT FOR THE BENEFIT
OF THE HOLDER.

           (a) FILING OF SHELF REGISTRATION STATEMENT. The Company shall cause
to be filed on or before the first anniversary of the date of this Agreement, or
as soon as practicable thereafter, a Shelf Registration Statement providing for
the sale by the Holder of all Shelf Registrable Securities, in accordance with
the terms hereof and will use its reasonable and diligent efforts to cause such
Shelf Registration Statement to be declared effective by the SEC as soon as
practicable thereafter. The Company agrees to use its reasonable and diligent
efforts to keep the Shelf Registration Statement with respect to the Shelf
Registrable Securities continuously effective so long as the Holder holds such
Shelf Registrable Securities. Subject to Section 4(b) and Section 4(i), the
Company further agrees to amend the Shelf Registration Statement if and as
required by the rules, regulations or instructions applicable to the
registration form used by the Company for such Shelf Registration Statement or
by the Securities Act or any rules and regulations thereunder; PROVIDED,
HOWEVER, that the Company shall not be deemed to have used its reasonable and
diligent efforts to keep the Shelf Registration Statement effective during the
applicable period if it voluntarily takes any action that would result in the
Holder not being able to sell Shelf Registrable Securities covered thereby
during that period, unless such action is required under applicable law or the
Company has filed a post-effective amendment (other than one which removes Shelf
Registrable Securities from effective registration under the Securities Act) to
the Shelf Registration Statement and the SEC has not declared it effective or
except as otherwise permitted by the last three sentences of Section 4(b).

           (b) EXPENSES. The Company shall pay all Shelf Registration Expenses
in connection with the registration pursuant to Section 3(a). The Holder shall
pay all Selling Expenses and the fees and disbursements of counsel representing
such Holder, if any, relating to the sale or disposition of such Shelf
Registrable Securities pursuant to the Shelf Registration Statement.



                                       -4-
<PAGE>


           (c) INCLUSION IN SHELF REGISTRATION STATEMENT. If the Holder does not
provide the information reasonably requested by the Company in connection with
the Shelf Registration Statement as promptly as practicable after receipt of
such request, but in no event later than ten (10) days thereafter, it shall not
be entitled to have its Shelf Registrable Securities included in the Shelf
Registration Statement.

           4.       SHELF REGISTRATION PROCEDURES.

           In connection with the obligations of the Company with respect to
each Shelf Registration Statement contemplated by Section 3 hereof, the Company
shall:

         (a)  prepare and file with the SEC, within the time period set forth in
Section 3 hereof, the Shelf Registration Statement, which Shelf Registration
Statement (i) shall be available for the sale of the Shelf Registrable
Securities in accordance with the intended method or methods of distribution by
the Holder covered thereby and (ii) shall comply as to form in all material
respects with the requirements of the applicable form and include all financial
statements required by the SEC to be filed therewith;

         (b) subject to the last three sentences of this Section 4(b) and
Section 4(i) hereof, (i) prepare and file with the SEC such amendments to such
Shelf Registration Statement as may be necessary to keep such Shelf Registration
Statement effective for the applicable period; (ii) cause the Shelf Prospectus
to be amended or supplemented as required and to be filed as required by Rule
424 or any similar rule that may be adopted under the Securities Act; (iii)
respond as promptly as practicable to any comments received from the SEC with
respect to the Shelf Registration Statement or any amendment thereto; and (iv)
comply with the provisions of the Securities Act with respect to the disposition
of all securities covered by such Shelf Registration Statement during the
applicable period in accordance with the intended method or methods of
distribution by the Holder covered thereby. Notwithstanding anything to the
contrary contained herein, the Company shall not be required to take any of the
actions described in clauses (i), (ii) or (iii) in this Section 4(b), Section
4(d) or Section 4(i) with respect to the Shelf Registrable Securities (x) to the
extent that the Company is in possession of material non-public information that
it deems advisable not to disclose or is engaged in active negotiations or
planning for a merger or acquisition or disposition transaction and it delivers
written notice to the Holder to the effect that the Holder may not make offers
or sales under the Shelf Registration Statement for a period not to exceed
ninety (90) days from the date of such notice; PROVIDED, HOWEVER, that the
Company may deliver only two such notices within any twelve-month period, and
(y) unless and until the Company has received a written notice (a "Shelf
Registration Notice") from the Holder that it intends to make offers or sales
under the Shelf Registration Statement as specified in such Shelf Registration
Notice; PROVIDED, HOWEVER, that the Company shall have ten (10) business days to
prepare and file any such amendment or



                                       -5-
<PAGE>


supplement after receipt of the Shelf Registration Notice. Once the Holder has
delivered a Shelf Registration Notice to the Company, the Holder shall promptly
provide to the Company such information as the Company reasonably requests in
order to identify the method of distribution in a post-effective amendment to
the Shelf Registration Statement or a supplement to the Shelf Prospectus. The
Holder also shall notify the Company in writing upon completion of such offer or
sale or at such time as the Holder no longer intends to make offers or sales
under the Shelf Registration Statement;

         (c)  after the Holder has delivered a Shelf Registration Notice to the
Company, furnish the Holder, without charge, as many copies of each Shelf
Prospectus and any amendment or supplement thereto in order to facilitate the
public sale or other disposition of the Shelf Registrable Securities; the
Company consents to the use of the Shelf Prospectus and any amendment or
supplement thereto by the Holder of Shelf Registrable Securities in connection
with the offering and sale of the Shelf Registrable Securities covered by the
Shelf Prospectus or amendment or supplement thereto;

         (d)  use its reasonable and diligent efforts to register or qualify the
Shelf Registrable Securities by the time the Shelf Registration Statement is
declared effective by the SEC under all applicable state securities or blue sky
laws of such jurisdictions in the United States and its territories and
possessions as the Holder shall reasonably request in writing, keep each such
registration or qualification effective during the period such Shelf
Registration Statement is required to be kept effective or during the period
offers or sales are being made by the Holder after it has delivered a Shelf
Registration Notice to the Company, whichever is shorter; PROVIDED, HOWEVER,
that in connection therewith, the Company shall not be required to (i) qualify
as a foreign corporation to do business or to register as a broker or dealer in
any such jurisdiction where it would not otherwise be required to qualify or
register but for this Section 4(d), (ii) subject itself to taxation in any such
jurisdiction where is not otherwise subject to taxation, or (iii) file a general
consent to service of process in any such jurisdiction;

         (e)  notify the Holder promptly and confirm in writing, (i) when the
Shelf Registration Statement and any post-effective amendments thereto have
become effective, (ii) when any amendment or supplement to the Shelf Prospectus
has been filed with the SEC, (iii) of the issuance by the SEC or any state
securities authority of any stop order suspending the effectiveness of the Shelf
Registration Statement or any part thereof or the initiation of any proceedings
for that purpose, (iv) if the Company receives any notification with respect to
the suspension of the qualification of the Shelf Registrable Securities for
offer or sale in any jurisdiction or the initiation of any proceeding for such
purpose, and (v) of the happening of any event during the period the Shelf
Registration Statement is effective as a result of which (A) such Shelf
Registration Statement contains any untrue statement of a material fact or omits
to state any material fact required to be stated therein or necessary to make
the statements therein not misleading or (B) the Shelf Prospectus as then
amended or supplemented contains any untrue statement of a material fact or
omits



                                       -6-
<PAGE>


to state any material fact necessary in order to make the statements therein, in
light of the circumstances under which they were made, not misleading;

         (f)  make every reasonable effort to obtain the withdrawal of any order
suspending the effectiveness of the Shelf Registration Statement or any part
thereof as promptly as possible;

         (g)  after the Holder has delivered a Shelf Registration Notice to the
Company, furnish to the Holder covered thereby, without charge, at least one
conformed copy of the Shelf Registration Statement and any post-effective
amendment thereto (without documents incorporated therein by reference or
exhibits thereto, unless requested);

         (h)  cooperate with the selling Holder to facilitate the timely
preparation and delivery of certificates representing Shelf Registrable
Securities to be sold and not bearing any Securities Act legend; and enable
certificates for such Shelf Registrable Securities to be issued for such numbers
of shares as the Holder may reasonably request at least two business days prior
to any sale of Shelf Registrable Securities;

         (i)  subject to the last three sentences of Section 4(b) hereof, upon
the occurrence of any event contemplated by clause (x) of Section 4(b) or clause
(v) of Section 4(e) hereof, use its reasonable and diligent efforts promptly to
prepare and file an amendment or a supplement to the Shelf Prospectus or any
document incorporated therein by reference or prepare, file and obtain
effectiveness of a post-effective amendment to the Shelf Registration Statement,
or file any other required document, in any such case to the extent necessary so
that, as thereafter delivered to the purchasers of the Shelf Registrable
Securities, such Shelf Prospectus as then amended or supplemented will not
contain any untrue statement of a material fact or omit to state any material
fact necessary in order to make the statements therein, in the light of the
circumstances under which they are made, not misleading;

         (j)  after the Holder has provided a Shelf Registration Notice to the
Company, make available for inspection by the Holder covered thereby and any
counsel, accountants or other representatives retained by the Holder all
financial and other records, pertinent corporate documents and properties of the
Company and cause the officers, directors and employees of the Company to supply
all such records, documents or information reasonably requested by such Holder,
counsel, accountants or representatives in connection with the Shelf
Registration Statement; PROVIDED, HOWEVER, that such records, documents or
information which the Company determines in good faith to be confidential and
notifies the Holder, counsel, accountants or representatives in writing that
such records, documents or information are confidential shall not be disclosed
by the Holder, counsel, accountants or representatives unless (i) such
disclosure is ordered pursuant to a subpoena or other order



                                       -7-
<PAGE>


from a court of competent jurisdiction or governmental agency, or (ii) such
records, documents or information become generally available to the public other
than through a breach of this Agreement;

         (k)  a reasonable time prior to the filing of any Shelf Registration
Statement or any amendment thereto, or any Shelf Prospectus or any amendment or
supplement thereto, provide copies of such document (not including any documents
incorporated by reference therein unless requested) to the Holder covered
thereby after the Holder has provided a Shelf Registration Notice to the
Company;

         (l)  use its reasonable and diligent efforts to cause all Shelf
Registrable Securities to be listed on any securities exchange on which similar
securities issued by the Company are then listed;

         (m)  provide a CUSIP number for all Shelf Registrable Securities, not
later than the effective date of a Shelf Registration Statement; and

         (n)  use its reasonable efforts to make available to its security
holders, as soon as reasonably practicable, an earnings statement covering at
least 12 months which shall satisfy the provisions of Section 11(a) of the
Securities Act and Rule 158 thereunder or any similar rule as may be adopted by
the SEC.

           The Company may require the Holder to furnish to the Company in
writing such information regarding the proposed distribution by such Holder as
the Company may from time to time reasonably request in writing.

           In connection with and as a condition to the Company's obligations
with respect to the Shelf Registration Statement pursuant to Section 3 hereof
and this Section 4, the Holder covenants and agrees that (i) it will not offer
or sell any Shelf Registrable Securities under the Shelf Registration Statement
until it has provided a Shelf Registration Notice pursuant to Section 4(b) and
has received copies of the Shelf Prospectus as then amended or supplemented as
contemplated by Section 4(c) and notice from the Company that the Shelf
Registration Statement and any post-effective amendments thereto have become
effective as contemplated by Section 4(e); (ii) upon receipt of any notice from
the Company contemplated by Section 4(b) or Section 4(e) (in respect of the
occurrence of an event contemplated by clause (v) of Section 4(e)), the Holder
shall not offer or sell any Shelf Registrable Securities pursuant to the Shelf
Registration Statement until such Holder receives copies of the supplemented or
amended Shelf Prospectus contemplated by Section 4(i) hereof and receives notice
that any post-effective amendment has become effective, and, if so directed by
the Company, such Holder will deliver to the Company (at the expense of the
Company) all copies in its possession, other than permanent file copies then in
such Holder's possession, of the Shelf Prospectus as amended or supplemented at
the time of receipt of such notice; (iii) all offers and sales by the Holder
under the Shelf Registration Statement shall be completed within sixty (60) days
after the first date on which offers or sales can be made pursuant to clause (i)
above, and upon expiration



                                       -8-
<PAGE>


of such sixty (60) day period, the Holder will not offer or sell any Shelf
Registrable Securities under the Shelf Registration Statement until it has again
complied with the provisions of clause (i) above; (iv) the Holder and any of its
beneficial owners, officers, directors or affiliates, if any, will comply with
the provisions of Regulation M promulgated by the SEC as applicable to them in
connection with sales of Shelf Registrable Securities pursuant to the Shelf
Registration Statement; (v) the Holder and any of its beneficial owners,
officers, directors or affiliates, if any, will comply with the prospectus
delivery requirements of the Securities Act as applicable to them in connection
with sales of Shelf Registrable Securities pursuant to the Shelf Registration
Statement; and (vi) the Holder and any of its beneficial owners, officers,
directors or affiliates, if any, will enter into such written agreements as the
Company shall reasonably request to ensure compliance with clause (iv) and (v)
above.

           5.       HOLDBACK AGREEMENTS. The Holder agrees not to effect any
public sale or distribution (including sales pursuant to Rule 144) of equity
securities of the Company, or any securities convertible into or exchangeable or
exercisable for such securities, during the 7 days prior to (provided that such
Holder receives a notice from the Company of the commencement of such 7-day
period) and the 90-day period beginning on the effective date of any
underwritten offering of securities by the Company (except as part of such
underwritten registration), unless the underwriters managing the registered
public offering otherwise agree.

           6.       INDEMNIFICATION; CONTRIBUTION.

           (a)      INDEMNIFICATION BY THE COMPANY. The Company agrees to
indemnify and hold harmless the Holder and the beneficial owners, officers and
directors and each Person, if any, who controls the Holder within the meaning of
Section 15 of the Securities Act as follows:

                    (i)  against any and all loss, liability, claim, damage and
           expense whatsoever, as incurred, to which the Holder, or any
           beneficial owner, officer, director or controlling Person may become
           subject under the Securities Act or otherwise (A) that arise out of
           or are based upon any untrue statement or alleged untrue statement of
           a material fact contained in the Shelf Registration Statement or any
           amendment thereto, or the omission or alleged omission to state
           therein a material fact required to be stated therein or necessary to
           make the statements therein not misleading or (B) that arise out of
           or are based upon any untrue statement or alleged untrue statement of
           a material fact contained in any Shelf Prospectus or any amendment or
           supplement thereto, or the omission or alleged omission to state
           therein a material fact necessary in order to make the statements
           therein, in the light of the circumstances under which they were
           made, not misleading;

                   (ii)  against any and all loss, liability, claim, damage and
           expense whatsoever, as incurred, to the extent of the aggregate
           amount paid in settlement of any litigation, or investigation or
           proceeding by any governmental agency or body, commenced or



                                       -9-
<PAGE>


           threatened, or of any claim whatsoever based upon any such untrue
           statement or alleged untrue statement or any omission or alleged
           omission, if such settlement is effected with the written consent of
           the Company; and

                   (iii)   subject to the limitations set forth in Section 6(c),
           against any and all expense whatsoever, as incurred (including
           reasonable fees and disbursements of counsel), reasonably incurred in
           investigating, preparing or defending against any litigation, or
           investigation or proceeding by any governmental agency or body,
           commenced or threatened, in each case whether or not a party, or any
           claim whatsoever based upon any such untrue statement or alleged
           untrue statement or omission or alleged omission, to the extent that
           any such expense is not paid under subparagraph (i) or (ii) above;

PROVIDED, HOWEVER, that the indemnity provided pursuant to this Section 6(a)
shall not apply with respect to any loss, liability, claim, damage or expense
that arise out of or are based upon any untrue statement or alleged untrue
statement or omission or alleged omission made in reliance upon and in
conformity with written information furnished to the Company by the Holder (i)
expressly for use in the Shelf Registration Statement or any amendment thereto,
or the Shelf Prospectus or any amendment or supplement thereto or (ii) pursuant
to any representation, warranty or other statement contained in the Contribution
Agreement or any admission amendment to the Partnership Agreement.

           (b) INDEMNIFICATION BY THE HOLDER. The Holder agrees to indemnify and
hold harmless the Company, and each of its respective directors and officers
(including each director and officer of the Company who signed the Shelf
Registration Statement), and each Person, if any, who controls the Company
within the meaning of Section 15 of the Securities Act, to the same extent as
the indemnity contained in Section 6(a) hereof, but only insofar as such loss,
liability, claim, damage or expense arises out of or is based upon any untrue
statement or alleged untrue statement or omission or alleged omission made in
the Shelf Registration Statement or any amendment thereto, or the Shelf
Prospectus or any amendment or supplement thereto, in reliance upon and in
conformity with written information furnished to the Company by such Holder
expressly for use therein. In no event, however shall the liability of the
Holder exceed the cumulative net proceeds received by such Holder from any
offering made in connection with a Shelf Registration Statement.

           (c) CONDUCT OF INDEMNIFICATION PROCEEDINGS. Each indemnified party
shall give reasonably prompt notice to each indemnifying party of any action or
proceeding commenced against it in respect of which indemnity may be sought
hereunder, but failure to so notify an indemnifying party (i) shall not relieve
it from any liability which it may have under the indemnity agreement provided
in Section 6(a) or (b) above, unless and to the extent it did not otherwise
learn of such action and the lack of notice by the indemnified party materially
prejudices the indemnifying party or results in the forfeiture by the
indemnifying party of substantial rights and defenses and (ii) shall not, in any
event, relieve the indemnifying party from any obligations to any indemnified
party other than the indemnification obligation provided under Section 6(a) or
(b) above. After receipt of such notice, the indemnifying party shall be
entitled to participate in and, to the extent it



                                       -10-
<PAGE>


shall wish, jointly with any other indemnifying party so notified, to assume the
defense of such action or proceeding at such indemnifying party's own expense
with counsel chosen by such indemnifying party and approved by the indemnified
party, which approval shall not be unreasonably withheld; PROVIDED, HOWEVER,
that, if the defendants in any such action or proceeding include both the
indemnified party and the indemnifying party and the indemnified party
reasonably determines, upon advice of counsel, that a conflict of interest
exists or that there may be legal defenses available to it or other indemnified
parties that are different from or in addition to those available to the
indemnifying party, then the indemnified party shall be entitled to separate
counsel (which shall be limited to a single law firm), the reasonable fees and
expenses of which shall be paid by the indemnifying party. If the indemnifying
party does not assume the defense of any such action or proceeding, after having
received the notice referred to in the first sentence of this paragraph, the
indemnifying party will pay the reasonable fees and expenses of counsel (which
shall be limited to a single law firm) for the indemnified party. In such event,
however, the indemnifying party will not be liable for any settlement effected
without the written consent of such indemnifying party. If the indemnifying
party assumes the defense of any such action or proceeding in accordance with
this paragraph, such indemnifying party shall not be liable for any fees and
expenses of counsel for the indemnified party incurred thereafter in connection
with such action or proceeding, except as set forth in the proviso in the second
sentence of this Section 6(c).

           (d) CONTRIBUTION. In order to provide for just and equitable
contribution in circumstances in which the indemnity agreement provided for in
this Section 6 is for any reason held to be unenforceable although applicable in
accordance with its terms, the Company and the selling Holder shall contribute
to the aggregate losses, liabilities, claims, damages and expenses of the nature
contemplated by such indemnity agreement incurred by the Company and the selling
Holder, in such proportion as is appropriate to reflect the relative fault of
and benefits to the Company on the one hand and the selling Holder on the other,
in connection with the statements or omissions which resulted in such losses,
claims, damages, liabilities or expenses, as well as any other relevant
equitable considerations. The relative benefits to the indemnifying party and
indemnified parties shall be determined by reference to, among other things, the
total proceeds received by the indemnified party and indemnified parties in
connection with the offering to which such losses, claims, damages, liabilities
or expenses relate. The relative fault of the indemnifying party and indemnified
parties shall be determined by reference to, among other things, whether the
action in question, including any untrue or alleged untrue statement of a
material fact or omission or alleged omission to state a material fact, has been
made by, or relates to information supplied by, such indemnifying party or the
indemnified parties, and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such action.

           The parties hereto agree that it would not be just or equitable if
contribution pursuant to this Section 6(d) were determined by pro rata
allocation or by any other method of allocation which does not take account of
the equitable considerations referred to in the immediately preceding paragraph.
Notwithstanding the provisions of this Section 6(d), the Holder shall not be
required to contribute



                                       -11-
<PAGE>


any amount in excess of the amount by which the total price at which the Shelf
Registrable Securities of such Holder were offered to the public exceeds the
amount of any damages which such Holder would otherwise have been required to
pay by reason of such untrue statement or omission.

           Notwithstanding the foregoing, no Person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any Person who was not guilty of such
fraudulent misrepresentation. For purposes of this Section 6(d), each Person, if
any, who controls the Holder within the meaning of Section 15 of the Securities
Act and beneficial owners, directors and officers of the Holder shall have the
same rights to contribution as any member of the Holder, and each director of
the Company, each officer of the Company who signed the Shelf Registration
Statement, and each Person, if any, who controls the Company within the meaning
of Section 15 of the Securities Act shall have the same rights to contribution
as the Company.

           (e) In the event any sale pursuant to a Shelf Registration is an
underwritten offering, then the Company agrees to indemnify and hold harmless
each underwriter of Shelf Registrable Securities to the same extent and on
substantially similar terms as the Company's indemnification of the members of
the Holder as set forth in Section 6(a) above.

           7. RULE 144 SALES.

           (a) COMPLIANCE. The Company covenants that, so long as it is subject
to the reporting requirements of the Exchange Act, it will file the reports
required to be filed by it under the Exchange Act so as to enable the Holder to
sell Shelf Registrable Securities pursuant to Rule 144 under the Securities Act.

           (b) COOPERATION WITH THE HOLDER. In connection with any sale,
transfer or other disposition by the Holder of any Shelf Registrable Securities
pursuant to Rule 144 under the Securities Act, the Company shall cooperate with
such Holder to facilitate the timely preparation and delivery of certificates
representing Shelf Registrable Securities to be sold and not bearing any
Securities Act legend, and enable certificates for such Shelf Registrable
Securities to be for such number of shares as such Holder may reasonably request
at least two business days prior to any sale of Shelf Registrable Securities.

           8.       MISCELLANEOUS.

           (a) AMENDMENTS AND WAIVERS. The provisions of this Agreement,
including the provisions of this sentence, may not be amended, modified,
supplemented or waived, nor may consent to departures therefrom be given,
without the written consent of the Company and the Holder.

           (b) NOTICES. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand-delivery, registered
first-class mail, telex, telecopier, or any courier



                                       -12-
<PAGE>


guaranteeing overnight delivery, (i) if to the Holder, at 1355 Peachtree Street,
Suite 500, South Tower, Atlanta, Georgia 30309, Attention: William F. Law, Jr.,
or (ii) if to the Company, at 4497 Park Drive, Norcross, Georgia 30093,
Attention: A. R. Weeks, Jr.

           All such notices and communications shall be deemed to have been duly
given: at the time delivered by hand, if personally delivered; five business
days after being deposited in the mail, postage prepaid, if mailed; when
answered back, if telexed; when receipt is acknowledged, if telecopied; or at
the time delivered if delivered by an air courier guaranteeing overnight
delivery.

           (c) NO ASSIGNMENT. This Agreement shall inure to the benefit of and
be binding upon the parties hereto and, where applicable, their successors and
permitted assigns. No party to this Agreement may assign or delegate all or any
portion of its rights, obligations, or liabilities under this Agreement without
the prior written consent of each other party to this Agreement. Nothing
expressed or implied herein is intended or shall be construed to confer upon or
give to any third party any rights or remedies by virtue hereof.

           (d) THIRD PARTY BENEFICIARIES. There shall be no third party
beneficiaries or intended beneficiaries of this Agreement

           (e) COUNTERPARTS. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.

           (f) HEADINGS. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.

           (g) GOVERNING LAW. This Agreement shall be governed by and construed
in accordance with the laws of the State of Georgia without giving effect to the
conflicts of law provisions thereof.

           (h) SPECIFIC PERFORMANCE. The parties hereto acknowledge that there
would be no adequate remedy at law if any party fails to perform any of its
obligations hereunder, and accordingly agree that each party, in addition to any
other remedy to which it may be entitled at law or in equity, shall be entitled
to compel specific performance of the obligations of any other party under this
Agreement in accordance with the terms and conditions of this Agreement in any
court of the United States or any State thereof having jurisdiction.

           (i) ENTIRE AGREEMENT. This Agreement is intended by the parties as a
final expression of their agreement and intended to be a complete and exclusive
statement of the agreement and understanding of the parties hereto in respect of
the subject matter contained herein. This Agreement supersedes all prior
agreements and understandings between the parties with respect to such subject
matter.



                                       -13-
<PAGE>


           IN WITNESS WHEREOF, the parties have executed this Agreement as of
the date first written above

                                        WEEKS CORPORATION


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


                                        HOLDER:

                                        PCTC ASSOCIATES, LLC


                                        By:
                                           -------------------------------
                                           Timothy P. Bright
                                           Manager



                                        BY:
                                           -------------------------------
                                           William F. Law, Jr.
                                           Manager

                                        ADDRESS: 1355 Peachtree Street
                                                 Suite 500 South Tower
                                                 Atlanta, Georgia  30309

<PAGE>
                                                                    EXHIBIT 12.1

                         DUKE REALTY INVESTMENTS, INC.

                       RATIO OF EARNINGS TO FIXED CHARGES
<TABLE>
<CAPTION>
                                                     YEAR ENDED      YEAR ENDED      YEAR ENDED      YEAR ENDED
                                                    DEC. 31, 1994   DEC. 31, 1995   DEC. 31, 1996   DEC. 31, 1997
                                                    -------------   -------------   -------------   -------------
<S>                                                 <C>             <C>             <C>             <C>
Consolidated net income (loss) available to common
  shareholders....................................   $26,216,000     $35,019,000     $50,872,000    $ 65,999,000
Allocation to preferred shares....................             0               0       2,559,000      12,485,000
(Gain) loss on property sales.....................    (2,198,000)       (283,000)     (4,532,000)     (1,775,000)
Operating Parnership minority interest............     6,751,000       6,530,000       7,184,000       7,574,000
Interest expense..................................    20,171,000      22,643,000      32,552,000      40,298,000
                                                    -------------   -------------   -------------   -------------
  Earnings before fixed charges...................   $50,940,000     $63,909,000     $88,635,000    $124,579,000
                                                    -------------   -------------   -------------   -------------
                                                    -------------   -------------   -------------   -------------
Interest expense..................................   $20,171,000     $22,643,000     $32,552,000    $ 40,296,000
Allocation to preferred shares....................             0               0       2,559,000      12,485,000
Interest costs capitalized........................     1,681,000       4,198,000       5,525,000       6,003,000
                                                    -------------   -------------   -------------   -------------
  Total fixed charges.............................   $21,852,000     $26,841,000     $40,636,000    $ 58,784,000
                                                    -------------   -------------   -------------   -------------
                                                    -------------   -------------   -------------   -------------
Fixed charge ratio................................          2.53            2.38            2.18            2.12
                                                    -------------   -------------   -------------   -------------
                                                    -------------   -------------   -------------   -------------

<CAPTION>
                                                            YEAR ENDED             THREE MONTHS ENDED
                                                          DEC. 31, 1998              MARCH 31, 1999
                                                    --------------------------  ------------------------
                                                       ACTUAL      PRO FORMA      ACTUAL      PRO FORMA
                                                    ------------  ------------  -----------  -----------
<S>                                                 <C>           <C>           <C>          <C>
Consolidated net income (loss) available to common
  shareholders....................................  $ 90,871,000  $116,675,000  $27,394,000  $37,246,000
Allocation to preferred shares....................    19,833,000    31,833,000    8,842,000   11,842,000
(Gain) loss on property sales.....................    (1,351,000)   (1,404,000)  (2,314,000)  (7,213,000)
Operating Parnership minority interest............    12,241,000    21,014,000    3,535,000    7,097,000
Interest expense..................................    60,217,000    87,945,000   15,991,000   24,369,000
                                                    ------------  ------------  -----------  -----------
  Earnings before fixed charges...................  $181,811,000  $256,063,000  $53,448,000  $73,341,000
                                                    ------------  ------------  -----------  -----------
                                                    ------------  ------------  -----------  -----------
Interest expense..................................  $ 60,217,000  $ 87,945,000  $15,991,000  $24,369,000
Allocation to preferred shares....................    19,833,000    31,833,000    8,842,000   11,842,000
Interest costs capitalized........................     8,548,000    20,514,000    3,513,000    6,911,000
                                                    ------------  ------------  -----------  -----------
  Total fixed charges.............................  $ 88,596,000  $140,292,000  $28,346,000  $43,122,000
                                                    ------------  ------------  -----------  -----------
                                                    ------------  ------------  -----------  -----------
Fixed charge ratio................................          2.05          1.83         1.89          1.7
                                                    ------------  ------------  -----------  -----------
                                                    ------------  ------------  -----------  -----------
</TABLE>


<PAGE>

                                                                    Exhibit 15.1

                              [Letterhead of KPMG]

The Board of Directors
Duke Realty Investments, Inc.:

With respect to the accompanying registration statement, we acknowledge our
awareness of the use therein of our report dated May 3, 1999 related to our
review of interim financial information.

Pursuant to Rule 436(c) under the Securities Act of 1933, such report is not
considered a part of a registration statement prepared or certified by an
accountant, or a report prepared or certified by an accountant within the
meaning of sections 7 and 11 of the Act.

                                  /s/ KPMG LLP

KPMG LLP
Indianapolis, Indiana
June 29, 1999

<PAGE>

                                                                    Exhibit 23.2

                              [Letterhead of KPMG]

2400 First Indiana Plaza
135 North Pennsylvania Street
Indianapolis, IN 46204-2452

The Board of Directors
Duke Realty Investments, Inc:

We consent to the use of our report dated January 26, 1999, except as to note
12, which is as of March 1, 1999, on the consolidated financial statements of
Duke Realty Investments, Inc. and subsidiaries and the related financial
statement schedule as of December 31, 1998 and 1997 and for each of the years in
the three-year period ended December 31, 1998, which report appears in the
annual report on Form 10K of Duke Realty Investments, Inc. for the year ended
December 31, 1998 incorporated herein by reference.


                                  /s/ KPMG LLP

KPMG LLP
Indianapolis, Indiana
June 29, 1999

<PAGE>

                                              EXHIBIT 23.3



               CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS


As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement on Form S-3, the prospectus
thereto, and the prospectus supplement dated June 23, 1999, of our reports
dated February 26, 1999 included in Weeks Corporation's and Weeks Realty LP's
Annual Reports on Form 10-K for the year ended December 31, 1998 and to all
references to our Firm included in this registration statement.


                                            Arthur Andersen LLP


Atlanta, Georgia
June 28, 1999


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