SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

                         DUKE-WEEKS REALTY CORPORATION
             (Exact name of registrant as specified in its charter)

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

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

            1999 DIRECTORS' STOCK OPTION AND DIVIDEND INCREASE UNIT PLAN
        1999 SALARY REPLACEMENT STOCK OPTION AND DIVIDEND INCREASE UNIT PLAN
                        1996 DIRECTORS' STOCK PAYMENT PLAN
                             (Full title of the plans)

                                  DENNIS D. OKLAK
                           DUKE-WEEKS REALTY CORPORATION
                          8888 KEYSTONE CROSSING, SUITE 1200
                             INDIANAPOLIS, INDIANA 46240
                       (Name and address of agent for service)

                                    (317) 808-6000
             (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
                                         Proposed     Proposed
 Title of                                maximum      maximum
Securities                 Amount        offering     aggregate       Amount of
  to be                    to be         price per    offering      registration
registered               registered (1)  share (2)    price              fee
--------------------------------------------------------------------------------
Common Stock, par value
 $.01 per share           2,100,000       $19.875     $41,737,500   $11,018.70
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
(1)  Any additional shares to be issued as a result of stock dividends, stock
     splits or similar transactions prior to the termination of this
     Registration Statement shall be covered by this registration Statement as
     provided in Rule 416.
(2)  Determined pursuant to Rule 457(c) and (h) using average of reported high
     and low prices on April 14, 2000.
<PAGE>
PART II  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

   The following documents, all of which are on file with the
Securities and Exchange Commission, are hereby incorporated by
reference in this registration statement:

   (a)      The Annual Report on Form 10-K for Duke-Weeks Realty Corporation
            (File No. 1-9044) for the year ended December 31, 1999;

   (b)      The description of Duke's Common Stock contained in its
            Registration Statement on Form 8-A (File No. 1-9044), as
            amended;

   (c)      The Annual Report on Form 10-K for Weeks Corporation
            (File No. 1-13254) for the year ended December 31, 1998; and

   (d)      The Quarterly Report on Form 10-Q for Weeks Corporation
            (File No. 1-13254) for the quarter ended March 31, 1999.

   All documents subsequently filed by the Company pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as
amended, prior to the filing of a post-effective amendment which
indicates that all securities offered hereunder have been sold or
which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference herein and to be a part
hereof from the date of filing such reports and documents.

   For purposes of this Registration Statement, any statement
contained in a report, document or appendix incorporated or deemed
to be incorporated by reference in this Registration Statement
shall be deemed to be modified or superseded to the extent that a
statement contained in this Registration Statement or in any
subsequently filed report, document or appendix which also is or is
deemed incorporated by reference modifies or supersedes such
statement in such report, document or appendix.  Any statement so
modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.

   Upon the written or oral request of any person to whom this
Registration Statement has been delivered, the Company will provide
without charge to such person a copy of any and all of the
information (excluding exhibits thereto unless such exhibits are
specifically incorporated by reference into such information) that
has been incorporated by reference into this Registration Statement
but not delivered herewith.  Requests should be directed to
Investor Relations at the following address and telephone number:
8888 Keystone Crossing, Suite 1200, Indianapolis, Indiana 46240,
(317) 808-6000.

ITEM 4.  DESCRIPTION OF SECURITIES.

   Not applicable.

                                      -2-
<PAGE>
ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

   Certain legal matters with respect to the Common Stock offered
hereby will be passed on for the Company by Bose McKinney & Evans
LLP, Indianapolis, Indiana.  Darell E. Zink, Jr., an officer and
director of Duke, was a partner in Bose McKinney & Evans LLP
through 1982 and was of counsel to that firm until December 1990.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

   The Company is an Indiana corporation.  The Company's officers
and directors are and will be indemnified under Indiana law, the
Articles of Incorporation of the Company, and the partnership
agreements of Duke Realty Limited Partnership (the "Operating
Partnership") and Duke Realty Services Limited Partnership (the
"Services Partnership") against certain liabilities.  Chapter 37 of
The Indiana Business Corporation Law (the "IBCL") requires a
corporation, unless its articles of incorporation provide
otherwise, to indemnify a director or an officer of the corporation
who is wholly successful, on the merits or otherwise, in the
defense of any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or
investigative and whether formal or informal, against reasonable
expenses, including counsel fees, incurred in connection with the
proceeding.  The Company's Articles of Incorporation do not contain
any provision prohibiting such indemnification.

   The IBCL also permits a corporation to indemnify a director,
officer, employee or agent who is made a party to a proceeding
because the person was a director, officer, employee or agent of
the corporation against liability incurred in the proceeding if
(i) the individual's conduct was in good faith and (ii) the
individual reasonably believed (A) in the case of conduct in the
individual 's official capacity with the corporation that the
conduct was in the corporation's best interests and (B) in all
other cases that the individual's conduct was at least not opposed
to the corporation's best interests and (iii) in the case of a
criminal proceeding, the individual either (A) had reasonable cause
to believe the individual's conduct was lawful or (B) had no
reasonable cause to believe the individual's conduct was unlawful.
The IBCL also permits a corporation to pay for or reimburse
reasonable expenses incurred before the final disposition of the
proceeding and permits a court of competent jurisdiction to order a
corporation to indemnify a director or officer if the court
determines that the person is fairly and reasonably entitled to
indemnification in view of all the relevant circumstances, whether
or not the person met the standards for indemnification otherwise
provided in the IBCL.

   The Company's Articles of Incorporation provide for certain
additional limitations of liability and indemnification.  Section
13.01 of the Articles of Incorporation provides that a director shall not be
personally liable to the Company or its shareholders for monetary
damages for breach of fiduciary duty as a director, except for
liability (i) for any breach of the director's duty of loyalty to
the Company or its shareholders, (ii) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing
violation of law, (iii) for voting for or assenting to an unlawful
distribution, or (iv) for any transaction from which the director
derived an

                                      -3-
<PAGE>
 improper personal benefit.  Section 13.02 of the Articles of
Incorporation generally provides that any director or officer of
the Company or any person who is serving at the request of the
Company as a director, officer, employee or agent of another entity
shall be indemnified and held harmless by the Company to the
fullest extent authorized by the IBCL against all expense,
liability and loss (including attorneys' fees, judgments, fines,
certain employee benefits excise taxes or penalties and amounts
paid or to be paid in settlement) reasonably incurred or suffered
in connection with a civil, criminal, administrative or
investigative action, suit or proceeding to which such person is a
party by reason of the person's service with or at the request of
the Company.  Section 13.02 of the Articles of Incorporation also
provides such persons with certain rights to be paid by the Company
the expenses incurred in defending any such proceedings in advance
of their final disposition and the right to enforce indemnification
claims against the Company by bringing suit against the Company.

   The Company's Articles of Incorporation authorize the Company to
maintain insurance to protect itself and any director, officer,
employee or agent of the Company or another corporation,
partnership, joint venture, trust or other enterprise against
expense, liability or loss, whether or not the Company would have
the power to indemnify such person against such expense, liability
or loss under the IBCL.

   Each of the partnership agreements for the Operating Partnership
and the Services Partnership also provides for indemnification of
the Company and its officers and directors to substantially the
same extent provided to officers and directors of the Company in
its Articles of Incorporation, and limits the liability of the
Company and its officers and directors to the Operating Partnership
and its partners and to the Services Partnership and its partners,
respectively, to substantially the same extent limited under the
Company's Articles of Incorporation.


ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

   Not applicable.


ITEM 8.  EXHIBITS.

    The following exhibits are filed with this Registration
Statement:

3.1  Second Amended and Restated Articles of Incorporation of Duke-
     Weeks Realty Corporation, incorporated by reference from
     Exhibit 3.1 to the Current Report of Duke-Weeks Realty
     Corporation on Form 8-K filed July 15, 1999.

3.2  Second Amended and Restated Bylaws of Duke-Weeks Realty
     Corporation, incorporated by reference from Exhibit 3.2 to the
     Current Report of Duke-Weeks Realty Corporation on Form 8-K
     filed July 15, 1999.

5    Opinion and consent of Bose McKinney & Evans LLP
     regarding legality of the securities being registered.

23.1 Consent of KPMG LLP.

23.2 Consent of Arthur Andersen LLP.

                                      -4-
<PAGE>
24   Powers of Attorney.


ITEM 9.  UNDERTAKINGS.

A.  The undersigned registrant hereby undertakes:

    (1)  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;

     (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 paragraphs (A)(1)(i) and (A)(1)(ii) do not
apply if the registration statement is on Form S-3 or Form S-8, and
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 Section 15(d) of
the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.

    (2)  That, for the purpose of determining any liability under the
    Securities Act of 1933, each such post-effective amendment 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.

    (3)  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.

    (4)  If the registrant is a foreign private issuer, to file a post-
    effective amendment to the registration statement to include any
    financial statements required by Rule 3-19 to Regulation S-X at the start
    of any delayed offering or throughout a continuous offering.


                                      -5-
<PAGE>
B.  The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934)
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.

C.  Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 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 whether
such indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.


                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and
has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in
Indianapolis, Indiana, on April          , 2000.

                                        DUKE-WEEKS REALTY CORPORATION

                                        By:  /s/ Dennis D. Oklak
                                             -------------------------
                                             Dennis D. Oklak
                                                Executive Vice President
                                                Chief Administrative Officer
                                                and Treasurer

    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 ____ day of
April, 2000.

    SIGNATURE                         TITLE

      Thomas L. Hefner*          Director Chief Executive Officer
-----------------------          and Chairman of the Board
      Thomas L. Hefner           (Principal Executive Officer)


    Darell E. Zink, Jr.*         Executive Vice President and Chief
------------------------         Financial Officer and a Director
    Darell E. Zink, Jr.          (Principal Accounting Officer)

                                      -6-
<PAGE>
 /s/ Dennis D. Oklak             Executive Vice President, Chief
----------------------           Administrative Officer and Treasurer
    Dennis D. Oklak

    Barrington H. Branch*        Director
------------------------
    Barrington H. Branch


    Geoffrey Button*             Director
------------------------
    Geoffrey Button


    William Cavanaugh III*      Director
-------------------------
    William Cavanaugh III


    Ngaire E. Cuneo*            Director
------------------------
    Ngaire E. Cuneo


    Charles R. Eitel*           Director
------------------------
    Charles R. Eitel


    Howard L. Feinsand*         Director
------------------------
    Howard L. Feinsand


    L. Ben Lytle*               Director
------------------------
    L. Ben Lytle


    William O. McCoy*          Director
------------------------
    William O. McCoy


    John W. Nelley, Jr.*       Director
------------------------
    John W. Nelley, Jr.


    James E. Rogers*          Director
------------------------
    James E. Rogers


    Thomas D. Senkbeil*       Director
------------------------
    Thomas D. Senkbeil


                                       -7-
<PAGE>
    Jay J. Strauss*           Director
------------------------
    Jay J. Strauss

    A. Ray Weeks, Jr.*        Director
-----------------------
    A. Ray Weeks, Jr.


*By:  /s/ Dennis D. Oklak
--------------------------
   Dennis D. Oklak
   Attorney-in-fact


                                       -8-
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SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

                         DUKE-WEEKS REALTY CORPORATION
             (Exact name of registrant as specified in its charter)

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

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

            1999 DIRECTORS' STOCK OPTION AND DIVIDEND INCREASE UNIT PLAN
        1999 SALARY REPLACEMENT STOCK OPTION AND DIVIDEND INCREASE UNIT PLAN
                        1996 DIRECTORS' STOCK PAYMENT PLAN
                             (Full title of the plans)

                                  DENNIS D. OKLAK
                           DUKE-WEEKS REALTY CORPORATION
                          8888 KEYSTONE CROSSING, SUITE 1200
                             INDIANAPOLIS, INDIANA 46240
                       (Name and address of agent for service)

                                    (317) 808-6000
             (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
                                         Proposed     Proposed
 Title of                                maximum      maximum
Securities                 Amount        offering     aggregate       Amount of
  to be                    to be         price per    offering      registration
registered               registered (1)  share (2)    price              fee
--------------------------------------------------------------------------------
Common Stock, par value
 $.01 per share           2,100,000       $19.875     $41,737,500   $11,018.70
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
(1)  Any additional shares to be issued as a result of stock dividends, stock
     splits or similar transactions prior to the termination of this
     Registration Statement shall be covered by this registration Statement as
     provided in Rule 416.
(2)  Determined pursuant to Rule 457(c) and (h) using average of reported high
     and low prices on April 14, 2000.
PART II  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

   The following documents, all of which are on file with the
Securities and Exchange Commission, are hereby incorporated by
reference in this registration statement:

   (a)      The Annual Report on Form 10-K for Duke-Weeks Realty Corporation
            (File No. 1-9044) for the year ended December 31, 1999;

   (b)      The description of Duke's Common Stock contained in its
            Registration Statement on Form 8-A (File No. 1-9044), as
            amended;

   (c)      The Annual Report on Form 10-K for Weeks Corporation
            (File No. 1-13254) for the year ended December 31, 1998; and

   (d)      The Quarterly Report on Form 10-Q for Weeks Corporation
            (File No. 1-13254) for the quarter ended March 31, 1999.

   All documents subsequently filed by the Company pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as
amended, prior to the filing of a post-effective amendment which
indicates that all securities offered hereunder have been sold or
which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference herein and to be a part
hereof from the date of filing such reports and documents.

   For purposes of this Registration Statement, any statement
contained in a report, document or appendix incorporated or deemed
to be incorporated by reference in this Registration Statement
shall be deemed to be modified or superseded to the extent that a
statement contained in this Registration Statement or in any
subsequently filed report, document or appendix which also is or is
deemed incorporated by reference modifies or supersedes such
statement in such report, document or appendix.  Any statement so
modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.

   Upon the written or oral request of any person to whom this
Registration Statement has been delivered, the Company will provide
without charge to such person a copy of any and all of the
information (excluding exhibits thereto unless such exhibits are
specifically incorporated by reference into such information) that
has been incorporated by reference into this Registration Statement
but not delivered herewith.  Requests should be directed to
Investor Relations at the following address and telephone number:
8888 Keystone Crossing, Suite 1200, Indianapolis, Indiana 46240,
(317) 808-6000.

ITEM 4.  DESCRIPTION OF SECURITIES.

   Not applicable.

                                      -2-
ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

   Certain legal matters with respect to the Common Stock offered
hereby will be passed on for the Company by Bose McKinney & Evans
LLP, Indianapolis, Indiana.  Darell E. Zink, Jr., an officer and
director of Duke, was a partner in Bose McKinney & Evans LLP
through 1982 and was of counsel to that firm until December 1990.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

   The Company is an Indiana corporation.  The Company's officers
and directors are and will be indemnified under Indiana law, the
Articles of Incorporation of the Company, and the partnership
agreements of Duke Realty Limited Partnership (the "Operating
Partnership") and Duke Realty Services Limited Partnership (the
"Services Partnership") against certain liabilities.  Chapter 37 of
The Indiana Business Corporation Law (the "IBCL") requires a
corporation, unless its articles of incorporation provide
otherwise, to indemnify a director or an officer of the corporation
who is wholly successful, on the merits or otherwise, in the
defense of any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or
investigative and whether formal or informal, against reasonable
expenses, including counsel fees, incurred in connection with the
proceeding.  The Company's Articles of Incorporation do not contain
any provision prohibiting such indemnification.

   The IBCL also permits a corporation to indemnify a director,
officer, employee or agent who is made a party to a proceeding
because the person was a director, officer, employee or agent of
the corporation against liability incurred in the proceeding if
(i) the individual's conduct was in good faith and (ii) the
individual reasonably believed (A) in the case of conduct in the
individual 's official capacity with the corporation that the
conduct was in the corporation's best interests and (B) in all
other cases that the individual's conduct was at least not opposed
to the corporation's best interests and (iii) in the case of a
criminal proceeding, the individual either (A) had reasonable cause
to believe the individual's conduct was lawful or (B) had no
reasonable cause to believe the individual's conduct was unlawful.
The IBCL also permits a corporation to pay for or reimburse
reasonable expenses incurred before the final disposition of the
proceeding and permits a court of competent jurisdiction to order a
corporation to indemnify a director or officer if the court
determines that the person is fairly and reasonably entitled to
indemnification in view of all the relevant circumstances, whether
or not the person met the standards for indemnification otherwise
provided in the IBCL.

   The Company's Articles of Incorporation provide for certain
additional limitations of liability and indemnification.  Section
13.01 of the Articles of Incorporation provides that a director shall not be
personally liable to the Company or its shareholders for monetary
damages for breach of fiduciary duty as a director, except for
liability (i) for any breach of the director's duty of loyalty to
the Company or its shareholders, (ii) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing
violation of law, (iii) for voting for or assenting to an unlawful
distribution, or (iv) for any transaction from which the director
derived an

                                      -3-
improper personal benefit.  Section 13.02 of the Articles of
Incorporation generally provides that any director or officer of
the Company or any person who is serving at the request of the
Company as a director, officer, employee or agent of another entity
shall be indemnified and held harmless by the Company to the
fullest extent authorized by the IBCL against all expense,
liability and loss (including attorneys' fees, judgments, fines,
certain employee benefits excise taxes or penalties and amounts
paid or to be paid in settlement) reasonably incurred or suffered
in connection with a civil, criminal, administrative or
investigative action, suit or proceeding to which such person is a
party by reason of the person's service with or at the request of
the Company.  Section 13.02 of the Articles of Incorporation also
provides such persons with certain rights to be paid by the Company
the expenses incurred in defending any such proceedings in advance
of their final disposition and the right to enforce indemnification
claims against the Company by bringing suit against the Company.

   The Company's Articles of Incorporation authorize the Company to
maintain insurance to protect itself and any director, officer,
employee or agent of the Company or another corporation,
partnership, joint venture, trust or other enterprise against
expense, liability or loss, whether or not the Company would have
the power to indemnify such person against such expense, liability
or loss under the IBCL.

   Each of the partnership agreements for the Operating Partnership
and the Services Partnership also provides for indemnification of
the Company and its officers and directors to substantially the
same extent provided to officers and directors of the Company in
its Articles of Incorporation, and limits the liability of the
Company and its officers and directors to the Operating Partnership
and its partners and to the Services Partnership and its partners,
respectively, to substantially the same extent limited under the
Company's Articles of Incorporation.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

   Not applicable.

ITEM 8.  EXHIBITS.

    The following exhibits are filed with this Registration
Statement:

3.1  Second Amended and Restated Articles of Incorporation of Duke-
     Weeks Realty Corporation, incorporated by reference from
     Exhibit 3.1 to the Current Report of Duke-Weeks Realty
     Corporation on Form 8-K filed July 15, 1999.

3.2  Second Amended and Restated Bylaws of Duke-Weeks Realty
     Corporation, incorporated by reference from Exhibit 3.2 to the
     Current Report of Duke-Weeks Realty Corporation on Form 8-K
     filed July 15, 1999.

5    Opinion and consent of Bose McKinney & Evans LLP
     regarding legality of the securities being registered.

23.1 Consent of KPMG LLP.

23.2 Consent of Arthur Andersen LLP.

                                      -4-
24   Powers of Attorney.

ITEM 9.  UNDERTAKINGS.

A.  The undersigned registrant hereby undertakes:

    (1)  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;

     (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 paragraphs (A)(1)(i) and (A)(1)(ii) do not
apply if the registration statement is on Form S-3 or Form S-8, and
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 Section 15(d) of
the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.

    (2)  That, for the purpose of determining any liability under the
    Securities Act of 1933, each such post-effective amendment 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.

    (3)  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.

    (4)  If the registrant is a foreign private issuer, to file a post-
    effective amendment to the registration statement to include any
    financial statements required by Rule 3-19 to Regulation S-X at the start
    of any delayed offering or throughout a continuous offering.

                                      -5-
B.  The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934)
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.

C.  Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 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 whether
such indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and
has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in
Indianapolis, Indiana, on April          , 2000.

                                        DUKE-WEEKS REALTY CORPORATION

                                        By:  /s/ Dennis D. Oklak
                                             -------------------------
                                             Dennis D. Oklak
                                                Executive Vice President
                                                Chief Administrative Officer
                                                and Treasurer

    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 ____ day of
April, 2000.

    SIGNATURE                         TITLE

      Thomas L. Hefner*          Director Chief Executive Officer
-----------------------          and Chairman of the Board
      Thomas L. Hefner           (Principal Executive Officer)

    Darell E. Zink, Jr.*         Executive Vice President and Chief
------------------------         Financial Officer and a Director
    Darell E. Zink, Jr.          (Principal Accounting Officer)

                                      -6-
/s/ Dennis D. Oklak             Executive Vice President, Chief
----------------------           Administrative Officer and Treasurer
    Dennis D. Oklak

    Barrington H. Branch*        Director
------------------------
    Barrington H. Branch

    Geoffrey Button*             Director
------------------------
    Geoffrey Button

    William Cavanaugh III*      Director
-------------------------
    William Cavanaugh III

    Ngaire E. Cuneo*            Director
------------------------
    Ngaire E. Cuneo

    Charles R. Eitel*           Director
------------------------
    Charles R. Eitel

    Howard L. Feinsand*         Director
------------------------
    Howard L. Feinsand

    L. Ben Lytle*               Director
------------------------
    L. Ben Lytle

    William O. McCoy*          Director
------------------------
    William O. McCoy

    John W. Nelley, Jr.*       Director
------------------------
    John W. Nelley, Jr.

    James E. Rogers*          Director
------------------------
    James E. Rogers

    Thomas D. Senkbeil*       Director
------------------------
    Thomas D. Senkbeil

                                       -7-
Jay J. Strauss*           Director
------------------------
    Jay J. Strauss

    A. Ray Weeks, Jr.*        Director
-----------------------
    A. Ray Weeks, Jr.

*By:  /s/ Dennis D. Oklak
--------------------------
   Dennis D. Oklak
   Attorney-in-fact

                                       -8-