content: UNITED STATES	
  
                  SECURITIES AND EXCHANGE COMMISSION
  
                          WASHINGTON, DC  20549
  
                  ----------------------------------
  
                                FORM 8-K
  
  
                             CURRENT REPORT
  
  
                    Pursuant to Section 13 or 15(d)
                                 of the
                    Securities Exchange Act of 1934
  
  
  Date of Report (Date of earliest event reported): Sept. 24, 1997
                                                   -----------------
  
  
                        	PARKWAY PROPERTIES, INC.
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        (Exact name of Registrant as specified in its charter)
  
  
  
  Maryland                    1-11533	                    74-2123597 
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  (State or other     (Commission File Number)	        (IRS Employer
  jurisdiction of	        Identification
  incorporation)	         Number)   
  
  One Jackson Place Suite 1000
    188 East Capitol Street
        P. O. Box 24647
      Jackson, Mississippi                                39225-4647
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  (Address of principal executive offices)	(Zip Code)
  
  
  Registrant's telephone number, including area code (601) 948-4091
                                                     ---------------
  
  
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    (Former name or former address, if changed since last report)
  
                               FORM 8-K
  
                        PARKWAY PROPERTIES, INC.
  
  
  Item 5.	Other Events.
  
  On September 24, 1997, Parkway Properties, Inc. closed its 
  previously announced sale of 3 million shares of its Common 
  Stock under its existing shelf registration statement at a 
  purchase price of $3311/16 per share.  PaineWebber Incorporated 
  led the underwriting group comprised of A.G. Edwards & Sons, 
  Inc., Morgan Keegan & Company, Inc. and Wheat, First Securities, 
  Inc.  The net proceeds of the offering (approximately $95.1 
  million net of commissions and expenses) will be used for the 
  repayment of approximately $37.1 million of outstanding variable 
  rate indebtedness and the purchase of office properties.  
  Following this transaction, the Company had 9,307,988 shares of 
  Common Stock outstanding.
  
  Item 7.   Financial Statements and Exhibits.
  
  	(c)	Exhibits.
  
  	(1)  Underwriting Agreement between PaineWebber 
  Incorporated, A.G. Edwards & Sons, Inc. ,Morgan Keegan & 
  Company, Inc. and Wheat, First Securities, Inc. as 
  representatives of the several underwriters and Parkway 
  Properties, Inc. dated September 18, 1997.  Parkway agrees to 
  furnish supplementally to the Securities and Exchange 
  Commission on request a copy of any omitted schedule or 
  exhibit to this agreement.
  
  
                          FORM 8-K
  
                   PARKWAY PROPERTIES, INC.
  
  
                         SIGNATURES
  
  
  Pursuant to the requirements of the Securities Exchange Act of 
  1934, the Registrant has duly caused this report to be signed on 
  its behalf by the undersigned hereunto duly authorized.
  
  DATE:  September 24, 1997			PARKWAY PROPERTIES, INC.
  	
                       							BY:	/s/Sarah P. Clark
                          								Sarah P. Clark			
                          								Vice President,
                           							Chief Financial Officer, 
                           							Treasurer and Secretary	
  		
  
  
                                EXECUTION COPY
  
  
                              	3,000,000 Shares
  
                           PARKWAY PROPERTIES, INC.
  
                                 Common Stock
                              ($0.001 Par Value)
  
  
                            UNDERWRITING AGREEMENT
  
   
                              September 18, 1997
  
  
  PAINEWEBBER INCORPORATED
  A.G. EDWARDS & SONS, INC.
  MORGAN KEEGAN & COMPANY, INC.
  WHEAT, FIRST SECURITIES, INC.
     	as representatives of the several underwriters,
  c/o	PaineWebber Incorporated
     	1285 Avenue of the Americas
     	New York, New York 10019
  
  Dear Ladies and Gentlemen:
  
       	Parkway Properties, Inc., a Maryland corporation (the 
  "Company"), confirms its agreement with the Underwriters named 
  in Schedule A hereto (the "Underwriters") for whom PaineWebber 
  Incorporated, A.G. Edwards & Sons, Inc., Morgan Keegan & 
  Company, Inc. and Wheat, First Securities, Inc. are acting as 
  representatives, as follows:
  
       1. 	Description of Securities.  The Company proposes 
  to issue and sell to the Underwriters, severally and not 
  jointly, 3,000,000 shares of Common Stock, $0.001 par value (the 
  "Common Stock").  The shares of Common Stock to be issued and 
  sold by the Company are hereinafter referred to as the 
  "Securities".
  
     		2. 	Representations and Warranties of the Company.  
  The Company represents and warrants to and agrees with the 
  Underwriters that:
  
      					(i)		A registration statement on Form 
  S-3 (File No. 333-29259 and pre-effective amendment no. 1 
  thereto, with respect to the Securities, including a 
  prospectus, have been carefully prepared by the Company in 
  conformity with the requirements of the Securities Act of 
  1933, as amended (the "Act") and the rules and regulations 
  (the "1933 Act Rules and Regulations") of the Securities 
  and Exchange Commission (the "Commission") thereunder, have 
  been filed with the Commission and declared effective.  
  Such registration statement and prospectus may have been 
  amended or supplemented prior to the date of this 
  Underwriting Agreement; any such amendment or supplement 
  was so prepared and filed, and any such amendment filed 
  after the effective date of such registration statement has 
  been declared effective.  No stop order suspending the 
  effectiveness of either registration statement has been 
  issued, and no proceeding for that purpose has been 
  instituted or threatened by the Commission.  A prospectus 
  supplement (the "Prospectus Supplement") setting forth the 
  terms of the offering, sale and plan of distribution of the 
  Securities and additional information concerning the 
  Company and its business has been or will be so prepared 
  and will be filed pursuant to Rule 424(b) of the 1933 Act 
  Rules and Regulations on or before the second business day 
  after the date hereof (or such earlier time as may be 
  required by the 1933 Act Rules and Regulations).  Copies of 
  such registration statement and prospectus, any such 
  amendments or supplements and all documents incorporated by 
  reference therein that were filed with the Commission on or 
  prior to the date of this Underwriting Agreement (including 
  one fully executed copy of the registration statement and 
  of each amendment thereto for the Underwriters and their 
  counsel) have been delivered to the Underwriters and their 
  counsel.  The registration statement, as it may have 
  heretofore been amended, is referred to herein as the 
  "Registration Statement," and the final form of prospectus 
  included in the Registration Statement, as supplemented by 
  the Prospectus Supplement, is referred to herein as the 
  "Prospectus."  Any reference herein to the Registration 
  Statement, the Prospectus or any amendment or supplement 
  thereto shall be deemed to refer to and include the 
  documents incorporated by reference therein, and any 
  reference herein to the terms "amend," "amendment" or 
  "supplement" with respect to the Registration Statement or 
  Prospectus shall be deemed to refer to and include the 
  filing after the execution hereof of any document with the 
  Commission deemed to be incorporated by reference therein.  
  For purposes of this Underwriting Agreement, all references 
  to the Registration Statement and Prospectus or to any 
  amendment or supplement thereto shall be deemed to include 
  any copy filed with the Commission pursuant to its 
  Electronic Data Gathering Analysis and Retrieval System 
  ("EDGAR"), and such copy shall be identical in content to 
  any Prospectus delivered to the Underwriters for use in 
  connection with the offering of the Securities.
  
  					     (ii)  Each part of the Registration 
  Statement, when such part became or becomes effective and 
  the Prospectus and any amendment or supplement thereto, on 
  the date of filing thereof with the Commission and at the 
  Closing Date (as hereinafter defined), and, if later, at an 
  Option Closing Date (as hereinafter defined), conformed or 
  will conform in all material respects with the requirements 
  of the Act and the 1933 Act Rules and Regulations; each 
  part of the Registration Statement, when such part became 
  or becomes effective, or when such part was filed with the 
  Commission, did not or will not contain an untrue statement 
  of a material fact or omit to state a material fact 
  required to be stated therein or necessary to make the 
  statements therein not misleading; the Prospectus and any 
  amendment or supplement thereto, on the date of filing 
  thereof with the Commission and at the Closing Date, and, 
  if later, at an Option Closing Date, did not or will not 
  include an untrue statement of a material fact or omit to 
  state a material fact necessary to make the statements 
  therein, in the light of the circumstances under which they 
  were made, not misleading; except that the foregoing shall 
  not apply to statements in, or omissions from, any such 
  document in reliance upon, and in conformity with, written 
  information concerning the Underwriters that was furnished 
  to the Company by the Underwriters specifically for use in 
  the preparation thereof.
  
  					     (iii)  The documents incorporated by 
  reference in the Registration Statement, the Prospectus, 
  any amendment or supplement thereto, when they became or 
  become effective under the Act or were or are filed with 
  the Commission under the Act or the Securities Exchange Act 
  of 1934, as amended (the "Exchange Act"), as the case may 
  be, conformed or will conform in all material respects with 
  the requirements of the Act, the 1933 Act Rules and 
  Regulations, the Exchange Act and/or the rules and 
  regulations of the Commission thereunder (the "Exchange Act 
  Rules and Regulations"), as applicable.
  
  					     (iv)  The consolidated financial statements 
  of the Company together with the related schedules and 
  notes thereto, set forth or included or incorporated by 
  reference in the Registration Statement and Prospectus 
  fairly present the financial condition of the Company and 
  its consolidated subsidiaries as of the dates indicated and 
  the results of operations, changes in financial position, 
  stockholders' equity and cash flows for the periods therein 
  specified, in conformity with generally accepted accounting 
  principles consistently applied throughout the periods 
  involved (except as otherwise stated therein).  The summary 
  and selected financial and statistical data included or 
  incorporated by reference in the Registration Statement and 
  the Prospectus present fairly the information shown therein 
  and, to the extent based upon or derived from the financial 
  statements, have been compiled on a basis consistent with 
  the financial statements presented therein.  In addition, 
  the pro forma financial statements of the Company, and the 
  related notes thereto, included or incorporated by 
  reference in the Registration Statement and the Prospectus 
  present fairly the information shown therein, have been 
  prepared in accordance with the Commission's rules and 
  guidelines with respect to pro forma financial statements 
  and have been properly compiled on the basis described 
  therein, and the assumptions used in the preparation 
  thereof are reasonable and the adjustments used therein are 
  appropriate to give effect to the transactions and 
  circumstances referred to therein.  Furthermore, all 
  financial statements required by Rule 3-14 of Regulation S-
  X ("Rule 3-14") have been included or incorporated by 
  reference in the Registration Statement and the Prospectus 
  and any such financial statements are in conformity with 
  the requirements of Rule 3-14.  No other financial 
  statements are required to be set forth or to be 
  incorporated by reference in the Registration Statement or 
  the Prospectus under the Act or the 1933 Act Rules and 
  Regulations thereunder.
  
       					(v)	Ernst & Young LLP, whose reports are 
  incorporated by reference in the Registration Statement, 
  are and, during the periods covered by their reports, were 
  independent public accountants as required by the Act and 
  the 1933 Act Rules and Regulations.
  
       					(vi)	The only subsidiaries (as defined in 
  the 1933 Act Rules and Regulations) of the Company are the 
  subsidiaries listed on Schedule B hereto (the 
  "Subsidiaries").  Each of the Company and its Subsidiaries 
  has been duly incorporated or formed, as the case may be, 
  and is an existing corporation, general or limited 
  partnership, or other legal entity, as the case may be, in 
  good standing under the laws of its jurisdiction of 
  incorporation or formation, as the case may be.  The 
  Company and each of its Subsidiaries has full power and 
  authority (corporate and other) to conduct its business as 
  described in the Registration Statement and Prospectus, and 
  is duly qualified or registered to do business in each 
  jurisdiction in which it owns or leases real property or in 
  which the conduct of its business requires such 
  qualification or registration except where the failure to 
  be so qualified or registered, considering all such cases 
  in the aggregate, would not have a material adverse effect 
  on the business, properties, financial position or results 
  of operations of the Company and its Subsidiaries taken as 
  a whole; and, other than the Subsidiaries, the Company owns 
  no stock or other beneficial interest in any corporation, 
  partnership, joint venture or other business entity.  
  
       					(vii)  All of the issued and outstanding 
  capital stock or ownership interests of each Subsidiary has 
  been duly authorized and are validly issued, fully paid and 
  nonassessable and is wholly-owned by the Company, directly 
  or through subsidiaries, free and clear of any security 
  interest, mortgage, pledge, lien, encumbrance, claim or 
  equity.
  
       					(viii)  All of the issued and outstanding 
  shares of capital stock of the Company have been duly 
  authorized and are validly issued, fully paid and 
  nonassessable and conform to the description thereof in the 
  Prospectus.  The stockholders of the Company have no 
  preemptive rights with respect to the Securities.
  
       					(ix)  The Securities will be as of the 
  Closing Date, and the Optional Securities (as hereinafter 
  defined) will be as of any Option Closing Date, duly 
  authorized by the Company for issuance and sale pursuant to 
  this Underwriting Agreement; and when issued and delivered 
  by the Company pursuant to this Underwriting Agreement 
  against payment of the consideration therefor specified 
  herein, will be validly issued, fully paid and 
  nonassessable.  The Securities conform to the description 
  thereof in the Prospectus and will not be subject to any 
  preemptive rights of any securityholder of the Company.
  
       					(x)  Except as contemplated in the 
  Prospectus, subsequent to the respective dates as of which 
  information is given in the Registration Statement and the 
  Prospectus, the Company and its Subsidiaries have not 
  incurred any liabilities or obligations, direct or contin-
  gent; or entered into any transactions, not in the ordinary 
  course of business, that are material to the Company and 
  its Subsidiaries on a consolidated basis; and there has not 
  been any material change in the capital stock or structure, 
  short-term debt or long-term debt of the Company and its 
  Subsidiaries; or any material adverse change, or any 
  development that is reasonably likely to involve a 
  prospective material adverse change, in the condition 
  (financial or other), business, prospects, net worth or 
  results of operations of the Company and its Subsidiaries 
  on a consolidated basis; and, except for regular dividends 
  on the Company's Common Stock, in amounts per share that 
  are consistent with past practice or the charter documents 
  of the Company, there has been no dividend or distribution 
  of any kind declared, paid or made by the Company on any 
  class of its capital stock.
  
       					(xi)  Except as set forth in the Prospectus, 
  there is not pending or, to the knowledge of the Company, 
  threatened any action, suit or proceeding to which the 
  Company, any of its Subsidiaries or any of its officers or 
  directors is a party, or that any of its properties or 
  other assets is the subject of, before or by any court or 
  governmental agency or body, that is reasonably likely to 
  result in any material adverse change in the condition 
  (financial or other), business, prospects, net worth or 
  results of operations of the Company and its Subsidiaries, 
  or might materially and adversely affect their properties 
  or other assets.
  
       					(xii)  During the period of at least the 
  last 24 calendar months prior to the date of this 
  Underwriting Agreement, the Company has timely filed with 
  the Commission all documents and other material required to 
  be filed pursuant to Sections 13, 14 and 15(d) under the 
  Exchange Act.
  
       					(xiii)  There are no contracts or documents 
  of the Company that are required to be filed as exhibits to 
  the Registration Statement or to any of the documents 
  incorporated by reference therein by the Act or the 
  Exchange Act or by the rules and regulations of the 
  Commission thereunder that have not been so filed.
  
       					(xiv)  This Underwriting Agreement has been 
  duly authorized, executed and delivered by the Company.
  
       					(xv)  The execution and performance of this 
  Underwriting Agreement and the consummation of the 
  transactions contemplated herein will not result in a 
  breach or violation of any of the terms and provisions of, 
  or constitute a default under, (i) any statute, agreement 
  or instrument to which the Company or its Subsidiaries is a 
  party or by which they are bound or to which any of the 
  property or other assets of the Company or its Subsidiaries 
  is subject, (ii) the articles of incorporation, by-laws, 
  certificate of general or limited partnership, partnership 
  agreement or other organizational document, as applicable, 
  of the Company or its Subsidiaries, or (iii) any statute, 
  order, rule or regulation of any court or governmental 
  agency or body having jurisdiction over the Company or its 
  Subsidiaries or any of their properties or other assets; no 
  consent, approval, authorization or order of, filing with, 
  or notice to any court or governmental agency or body is 
  required for the consummation of the transactions 
  contemplated by this Underwriting Agreement in connection 
  with the issuance or sale of the Securities by the Company, 
  except such as may be required under the Act and applicable 
  state securities, blue sky, or real estate syndication 
  laws, if any, or pursuant to the listing requirements of 
  the New York Stock Exchange ("NYSE") or pursuant to the by-
  laws of the National Association of Securities Dealers, 
  Inc. ("NASD"); and the Company has full power and authority 
  to authorize, issue and sell the Securities as contemplated 
  by this Underwriting Agreement, free of any preemptive 
  rights.
  
       					(xvi)  The Company and its Subsidiaries have 
  complied in all respects with all laws, regulations and 
  orders applicable to them or their respective businesses; 
  the Company and its Subsidiaries are not in default under 
  any indenture, mortgage, deed of trust, voting trust 
  agreement, loan agreement, bond, debenture, note agreement 
  or evidence of indebtedness, lease, contract or other 
  agreement or instrument to which they are a party or by 
  which they or any of their properties or other assets are 
  bound, violation of which would individually or in the 
  aggregate have a material adverse effect on the Company and 
  its Subsidiaries on a consolidated basis, and no other 
  party under any such agreement or instrument to which the 
  Company or its Subsidiaries are a party is, to the 
  knowledge of the Company, in default in any material 
  respect thereunder; and the Company and its Subsidiaries 
  are not in violation of their respective articles of 
  incorporation, by-laws, certificate of general or limited 
  partnership, partnership agreement or other organizational 
  documents, as the case may be.
  
       					(xvii)  The Company and each of its 
  Subsidiaries have good and marketable title to all 
  properties and assets, as described in the Prospectus, 
  owned by them, free and clear of all liens, charges, 
  encumbrances or restrictions, except such as are described 
  in the Prospectus or are not material in relation to the 
  business of the Company and its Subsidiaries, and the 
  Company and its Subsidiaries have valid, subsisting and 
  enforceable leases for the properties described in the 
  Prospectus as leased by the Company and its Subsidiaries 
  with such exceptions as are not material and do not 
  interfere with the use made and proposed to be made of such 
  properties by the Company and its Subsidiaries; no tenant 
  under any of the leases pursuant to which the Company or 
  its Subsidiaries lease their properties has an option or 
  right of first refusal to purchase the premises demised 
  under such lease; the use and occupancy of each of the 
  properties of the Company and its Subsidiaries complies in 
  all material respects with all applicable codes and zoning 
  laws and regulations; the Company and its Subsidiaries have 
  no knowledge of any pending or threatened condemnation or 
  zoning change that will in any material respect affect the 
  size of, use of, improvement of, construction on, or access 
  to any of the properties of the Company and its 
  Subsidiaries; and the Company and its Subsidiaries have no 
  knowledge of any pending or threatened proceeding or action 
  that will in any manner materially affect the size of, use 
  of, improvements or construction on, or access to any of 
  the properties of the Company or its Subsidiaries.
  
       					(xviii)  Title insurance in favor of the 
  Company and its Subsidiaries is maintained with respect to 
  each of the properties described in the Prospectus in an 
  amount at least equal to the cost of acquisition of such 
  property, except, in each case, where the failure to 
  maintain such title insurance is not reasonably likely to 
  have a material adverse effect on the condition, financial 
  or otherwise, or the earnings, business affairs or business 
  prospects of the Company and its Subsidiaries taken as a 
  whole.
  
       					(xix)  The mortgages and deeds of trust 
  encumbering the properties and assets described or referred 
  to in the Prospectus are not convertible into the equity of 
  the Company or any Subsidiary.
  
       					(xx)  Except as set forth in the Prospectus 
  Supplement, (i) there does not exist on any of the 
  properties described in the Prospectus any hazardous 
  substances, hazardous materials, toxic substances or waste 
  materials (collectively, "Hazardous Materials") in unlawful 
  quantities, (ii) there has not occurred on or off such 
  properties any unlawful spills, releases, discharges or 
  disposal of Hazardous Materials, which presence or 
  occurrence would have a material adverse effect on the 
  condition, financial or otherwise, or the earnings, 
  business affairs or business prospects of the Company and 
  its Subsidiaries taken as a whole, and (iii) the Company 
  and its Subsidiaries have not failed to comply with all 
  applicable local, state and federal environmental laws, 
  regulations, ordinances and administrative and judicial 
  orders relating to the generation, recycling, sale, 
  storage, handling, transport and disposal of any Hazardous 
  Materials, except for such failures which are not 
  reasonably likely to have a material adverse effect on the 
  condition, financial or otherwise, or the earnings, 
  business affairs or business prospects of the Company and 
  its Subsidiaries taken as a whole.
  
       					(xxi)  Property and casualty insurance in 
  favor of each of the Company and its Subsidiaries is 
  maintained with respect to each of the properties owned by 
  each of them in an amount and on such items as is 
  reasonable and customary for businesses of this type.
  
       					(xxii)  Except for those entities listed on 
  Schedule C hereto, no holder of outstanding shares of 
  capital stock of the Company has any rights to the 
  registration of shares of capital stock of the Company 
  which would or could require such securities to be included 
  in the Registration Statement.
  
       					(xxiii)  Subsequent to the respective dates 
  as of which information is given in the Registration 
  Statement and the Prospectus, except as described therein, 
  (i) there has not been any material adverse change in the 
  assets or properties, business, results of operations, 
  prospects or condition (financial or otherwise) of the 
  Company or any of its Subsidiaries, whether or not arising 
  from transactions in the ordinary course of business; (ii) 
  neither the Company nor any of its Subsidiaries has 
  sustained any material loss or interference with its 
  assets, businesses or properties (whether owned or leased) 
  from fire, explosion, earthquake, flood or other calamity, 
  whether or not covered by insurance, or from any labor 
  dispute or any court or legislative or other governmental 
  action, order or decree; and (iii) neither the Company nor 
  any of its Subsidiaries has undertaken any liability or 
  obligation, direct or contingent, except such liabilities 
  or obligations undertaken in the ordinary course of 
  business.
  
       					(xxiv)  The Company has filed all federal, 
  state, local and foreign income tax returns which have been 
  required to be filed and has paid all taxes indicated by 
  said returns and all assessments received by it to the 
  extent that such taxes have become due.
  
       					(xxv)  Each approval, consent, order, 
  authorization, designation, declaration or filing by or 
  with any regulatory, administrative or other governmental 
  body necessary in connection with the execution and 
  delivery by the Company of this Underwriting Agreement and 
  the consummation of the transactions herein contemplated 
  has been obtained or made and is in full force and effect.
  
       					(xxvi)  The Company and its Subsidiaries 
  hold all material licenses, certificates and permits from 
  governmental authorities which are necessary to the conduct 
  of their businesses and are in compliance with the terms 
  and conditions of such licenses, certificates and permits; 
  and the Company and its Subsidiaries have not infringed on 
  any patents, patent rights, trade names, trademarks or 
  copyrights, which infringement is material to the business 
  of the Company and its Subsidiaries taken as a whole.
  
       					(xxvii)  The Company and its Subsidiaries 
  are conducting their respective businesses in material 
  compliance with all applicable laws, rules and regulations 
  of the jurisdictions in which they are conducting business, 
  including, without limitation, the Americans with 
  Disabilities Act of 1990 and all applicable local, state 
  and federal employment, truth-in-advertising, franchising 
  and immigration laws and regulations, except where the 
  failure to be so in compliance would not have a material 
  adverse effect on the assets or properties, business, 
  results of operations, prospects or condition (financial or 
  otherwise) of the Company and its Subsidiaries taken as a 
  whole.
  
       					(xxviii)  No transaction has occurred 
  between or among the Company and any of its officers or 
  directors or any affiliate or affiliates of any such 
  officer or director that is required to be described in and 
  is not described or incorporated by reference in the 
  Registration Statement and the Prospectus.
  
       					(xxix)  The Company has not taken, nor will 
  it take, directly or indirectly, any action designed to or 
  which might reasonably be expected to cause or result in, 
  or which has constituted or which might reasonably be 
  expected to constitute, the stabilization or manipulation 
  of the price of shares of the Common Stock, to facilitate 
  the sale or resale of any of the Securities.
  
       					(xxx)  Commencing with the taxable year 
  beginning January 1, 1997, the Company will be organized 
  and operating in conformity with the requirements for 
  qualification as a "real estate investment trust" under the 
  Internal Revenue Code of 1986, as amended (the "Code").  
  The Company's method of operation will permit it to meet 
  and to continue to meet the requirements for taxation as a 
  real estate investment trust under the Code.  The Company 
  has no intention of changing its operations or engaging in 
  activities which would cause it to fail to qualify, or make 
  economically undesirable its continued qualification as, a 
  real estate investment trust.
  
       					(xxxi)  Neither the Company nor any 
  Subsidiary is an "investment company" within the meaning of 
  the Investment Company Act of 1940, as amended.
  
       					(xxxii)		The Securities have been 
  approved for listing subject to official notice of issuance 
  on the NYSE.
  
       		3.	Purchase, Sale and Delivery of Securities.  On 
  the basis of the representations, warranties and agreements 
  contained herein, but subject to the terms and conditions set 
  forth herein, the Company agrees to issue and sell the 
  Securities, severally and not jointly, to the several 
  Underwriters, and each of the Underwriters, severally and not 
  jointly, agrees to purchase from the Company, the number of 
  Securities set forth opposite that Underwriter's name in 
  Schedule A hereto, at a purchase price of $31.9175 per share 
  (the "Purchase Price") reflecting an underwriting discount equal 
  to 5.25%.
  
       The Securities to be purchased by the Underwriters 
  will be delivered by the Company to the office of PaineWebber 
  Incorporated at 1285 Avenue of the Americas, New York, New York 
  10019, in accordance with the terms of this Underwriting 
  Agreement and against payment of the purchase price therefore by 
  wire transfer of same day funds payable to the order of the 
  Company in the amount of $95,752,500 at the bank account 
  designated in writing by the Company at least one business day 
  prior to the Closing Date, at 10:00 a.m., New York time, on 
  September 24, 1997 (or if the NYSE or American Stock Exchange or 
  commercial banks in The City of New York are not open on such 
  day, the next day on which such exchanges and banks are open), 
  or at such other time not later than eight full business days 
  thereafter as the Underwriters and the Company mutually agree, 
  such time being herein referred to as the "Closing Date." If 
  requested by the Underwriters, the Securities will be prepared 
  in definitive form and in such authorized denominations and 
  registered in such names as the Underwriters may request upon at 
  least two business days' prior notice to the Company and will be 
  made available for checking and packaging at the Underwriters' 
  offices at least one business day prior to the Closing Date.
  
     		4.	Covenants.  The Company covenants and agrees with 
  the Underwriters that:
  
  					(a)  The Company will cause the Prospectus 
  Supplement to be filed as required by Section 2(a) hereof 
  (but only if the Underwriters or their counsel have not 
  reasonably objected thereto by notice to the Company after 
  having been furnished a copy a reasonable time prior to 
  filing) and will notify the Underwriters promptly of such 
  filing.  During the period in which a prospectus relating 
  to the Securities is required to be delivered under the Act 
  or such date which is 90 days after the Closing Date, 
  whichever is later, the Company will notify the 
  Underwriters promptly of the time when any subsequent 
  amendment to the Registration Statement has become 
  effective or any subsequent supplement to the Prospectus 
  has been filed, of any request by the Commission for any 
  amendment or supplement to the Registration Statement or 
  Prospectus or for additional information; the Company will 
  prepare and file with the Commission, promptly upon the 
  Underwriters' request, any amendments or supplements to the 
  Registration Statement or Prospectus that, in the 
  Underwriters' opinion, may be necessary or advisable in 
  connection with the Underwriters' distribution of the 
  Securities; and the Company will file no amendment or 
  supplement to the Registration Statement or Prospectus 
  (other than any prospectus supplement relating to the 
  offering of other securities registered under the 
  Registration Statement or any document required to be filed 
  under the Exchange Act that upon filing is deemed to be 
  incorporated by reference therein) to which the 
  Underwriters or their counsel shall reasonably object by 
  notice to the Company after having been furnished a copy a 
  reasonable time prior to the filing.
  
  					(b)  The Company will advise the 
  Underwriters, promptly after it shall receive notice or 
  obtain knowledge thereof, of the issuance by the Commission 
  of any stop order suspending the effectiveness of the 
  Registration Statement, of the suspension of the 
  qualification or registration of the Securities for 
  offering or sale in any jurisdiction, or of the initiation 
  or threatening of any proceeding for any such purpose; and 
  it will promptly use its best efforts to prevent the 
  issuance of any stop order or to obtain its withdrawal if 
  such a stop order should be issued.
  
  					(c)  The Company will comply with all 
  requirements imposed upon it by the Act, the 1933 Act Rules 
  and Regulations, the Exchange Act and the Exchange Act 
  Rules and Regulations as from time to time in force, so far 
  as necessary to permit the continuance of sales of, or 
  dealings in, the Securities as contemplated by the 
  provisions hereof and the Prospectus.  If during such 
  period where a prospectus relating to the Securities is 
  required to be delivered under the Act or such date which 
  is 90 days after the Closing Date, whichever is later, any 
  event occurs as a result of which, in the opinion of 
  Underwriters' counsel, the Registration Statement contains 
  an untrue statement of a material fact or omits to state a 
  material fact required to be stated therein or necessary to 
  make the statements therein not misleading or the 
  Prospectus as then amended or supplemented would include an 
  untrue statement of a material fact or omits to state a 
  material fact necessary to make the statements therein, in 
  the light of the circumstances then existing, not 
  misleading, or if during such period it is necessary to 
  amend or supplement the Registration Statement or 
  Prospectus to comply with the Act, the Company will 
  promptly notify the Underwriters and will amend or 
  supplement the Registration Statement or Prospectus (at the 
  expense of the Company) so as to correct such statement or 
  omission or effect such compliance.
  
  					(d)  The Company will furnish to the 
  Underwriters copies of the Registration Statement, the 
  Prospectus (including all documents incorporated by 
  reference therein) and all amendments and supplements to 
  the Registration Statement and Prospectus that are filed 
  with the Commission during the period in which a prospectus 
  relating to the Securities is required to be delivered 
  under the Act or such date which is 90 days after the 
  Closing Date, whichever is later (including all documents 
  filed with the Commission during such period that are 
  deemed to be incorporated by reference therein), in each 
  case as soon as available and in such quantities as the 
  Underwriters may from time to time reasonably request.
  
  					(e)  During the period of five years 
  commencing on the date upon which the Prospectus Supplement 
  is filed pursuant to Rule 424(b) under the Act, the Company 
  will furnish the Underwriters with copies of filings of the 
  Company under the Act and Exchange Act and with all other 
  financial statements and periodic and special reports it 
  distributes generally to the holders of any class of its 
  capital stock.
  
  					(f)  The Company will make generally 
  available to its security holders as soon as practicable, 
  and in the manner contemplated by Rule 158 of the 1933 Act 
  Rules and Regulations but in any event not later than 15 
  months after the end of the Company's current fiscal 
  quarter, an earning statement (which need not be audited) 
  covering a 12-month period beginning after the date upon 
  which the Prospectus Supplement is filed pursuant to Rule 
  424(b) under the Act that shall satisfy the provisions of 
  Section 11(a) of the Act and Rule 158 of the 1933 Act Rules 
  and Regulations and will advise the Underwriters in writing 
  when such statement has been made available.
  
  					(g)  Whether or not the transactions 
  contemplated by this Underwriting Agreement are consummated 
  or this Underwriting Agreement is terminated, the Company 
  will pay, or reimburse if paid by the Underwriters, all 
  costs and expenses incident to the performance of the 
  obligations of the Company under this Underwriting 
  Agreement, including but not limited to costs and expenses 
  of or relating to (i) the preparation, printing and filing 
  of the Registration Statement and exhibits thereto, each 
  preliminary prospectus, the Prospectus and any amendment or 
  supplement to the Registration Statement or the Prospectus, 
  (ii) the preparation and delivery of certificates 
  representing the Securities, (iii) the word processing, 
  printing and reproduction of this Underwriting Agreement, 
  (iv) the costs incurred by the Company in furnishing 
  (including costs of shipping, mailing and courier) such 
  copies of the Registration Statement, the Prospectus and 
  any preliminary prospectus, and all amendments and 
  supplements thereto, as may be requested for use in 
  connection with the offering and sale of the Securities by 
  the Underwriters or by dealers to whom Securities may be 
  sold, (v) the listing of the Securities on the NYSE, (vi) 
  any filings required to be made by the Underwriters with 
  the NASD, and the fees, disbursements and other charges of 
  Underwriters' counsel in connection therewith, (vii) the 
  registration or qualification of the Securities for offer 
  and sale under the securities or blue sky laws of such 
  jurisdictions designated by the Underwriters, including the 
  fees, disbursements and other charges of Underwriters' 
  counsel in connection therewith, and the preparation and 
  printing of a blue sky memoranda, (viii) counsel to the 
  Company, (ix) the transfer agent for the Securities and (x) 
  the Accountants.
  
  					(h)  If this Underwriting Agreement shall be 
  terminated pursuant to any of the provisions hereof or if 
  for any reason the Company shall be unable to perform their 
  obligations hereunder, the Company will reimburse the 
  Underwriters for all out-of-pocket expenses (including the 
  fees, disbursements and other charges of Underwriters' 
  counsel) reasonably incurred by the Underwriters in 
  connection herewith.
  
  					(i)  The Company will not at any time, 
  directly or indirectly, take any action designed to, or 
  which might reasonably be expected, to cause or result in, 
  or which has constituted or which might reasonably be 
  expected to constitute, the stabilization of the price of 
  the Common Stock to facilitate the sale or resale of any of 
  the Securities.
  
  					(j)  The Company will apply the net proceeds 
  from the sale of the Securities as set forth under the 
  caption "Use of Proceeds" in the Prospectus Supplement. 
  
  					(k)  The Company, its executive officers and 
  the members of its Board of Directors will not, directly or 
  indirectly, offer, sell, contract to sell, grant any option 
  to sell, or otherwise dispose of any shares of capital 
  stock or securities convertible into or exchangeable for, 
  or any rights to purchase or acquire, shares of capital 
  stock, except for the exercise of stock options outstanding 
  on the date hereof, prior to the expiration of 90 days from 
  the date of this Underwriting Agreement without the 
  Underwriters' prior written consent.
  
  					(l)  Commencing with its taxable year 
  beginning January 1, 1997, the Company will elect to, and 
  continue, to qualify as a "real estate investment trust" 
  under the Code, and will use its best efforts to continue 
  to meet the requirements to qualify as a "real estate 
  investment trust."
  
  		5.	Conditions of Underwriters' Obligations.  The 
  Underwriters obligation to purchase and pay for the Securities 
  as provided herein shall be subject to the accuracy, as of the 
  date hereof and the Closing Date (as if made at the Closing 
  Date), of the representations and warranties of the Company 
  herein, to the performance by the Company of their obligations 
  hereunder and to the following additional conditions:
  
  					(a)  The Registration Statement shall have 
  been declared effective under the Act; the Prospectus shall 
  have been filed as required by Section 2(a) hereof; and no 
  stop order suspending the effectiveness of the Registration 
  Statement shall have been issued and no proceeding for that 
  purpose shall have been instituted or, to the Underwriters' 
  knowledge or the knowledge of the Company, threatened by 
  the Commission, nor has any state securities authority 
  suspended the qualification or registration of the 
  Securities for offering or sale in any jurisdiction and any 
  request of the Commission for additional information (to be 
  included in the Registration Statement or the Prospectus or 
  otherwise) shall have been complied with the satisfaction 
  of the Underwriters and Underwriters' counsel.
  
  					(b)  The Underwriters shall not have advised 
  the Company that the Registration Statement or any 
  amendment thereto contains an untrue statement of fact that 
  in the opinion of the Underwriters or Underwriters' counsel 
  is material or omits to state a fact that in the opinion of 
  the Underwriters or Underwriters' counsel is material, and 
  is required to be stated therein or is necessary to make 
  the statements therein not misleading, or that the 
  Prospectus, or any amendment or supplement thereto, 
  contains an untrue statement of fact that in the opinion of 
  the Underwriters or Underwriters' counsel is material or 
  omits to state a fact that in the opinion of the 
  Underwriters or Underwriters' counsel is material, and is 
  necessary in light of the circumstance under which they 
  were made, to make the statements therein not misleading.
  
  					(c)  Except as contemplated in the 
  Prospectus Supplement, subsequent to the respective dates 
  as of which information is included or incorporated by 
  reference in the Registration Statement and the Prospectus, 
  there shall not have been any change, on a consolidated 
  basis, in the equity capitalization, short-term debt or 
  long-term debt of the Company,  or any adverse change, or 
  any development involving a prospective adverse change, in 
  the condition (financial or other), business, prospects, 
  net worth or results of operations of the Company or its 
  Subsidiaries or any adverse change in the rating assigned 
  to any securities of the Company, that, in the 
  Underwriters' judgment, makes it impractical or inadvisable 
  to offer or deliver the Securities on the terms and in the 
  manner contemplated in the Prospectus.
  
  					(d)  The Underwriters shall have received 
  the opinions of Jaeckle Fleischmann & Mugel, LLP, counsel 
  for the Company, and Piper & Marbury, L.L.P., special 
  Maryland counsel to the Company (as to which, Jaeckle 
  Fleischmann & Mugel, LLP and Rogers & Wells may rely on), 
  each dated the Closing Date, in form and substance 
  satisfactory to Underwriters' counsel to the effect that 
  
  					(i)  Each of the Company and its 
  Subsidiaries has been duly incorporated or formed, as 
  the case may be, and is validly existing as a 
  corporation, general or limited partnership, or other 
  legal entity, as the case may be, in good standing 
  under the laws of its jurisdiction of incorporation or 
  formation, as the case may be, and has full power 
  (corporate or other) and authority to conduct its 
  business as described in the Registration Statement 
  and Prospectus, and is duly qualified or registered to 
  do business in each jurisdiction in which it owns or 
  leases real property or in which the conduct of its 
  business requires such qualification or registration, 
  except where the failure to be so qualified or 
  registered, considering all such cases in the 
  aggregate, does not involve a material risk to the 
  business, properties, financial position or results of 
  operations of the Company and its Subsidiaries taken 
  as a whole;
  
  					(ii)  The Company has authorized and issued 
  capital stock as set forth in its Quarterly Report on 
  Form 10-Q for the quarter ended June 30, 1997, all of 
  the issued and outstanding shares of capital stock of 
  the Company have been duly and validly authorized and 
  issued; and all of the issued and outstanding shares 
  of capital stock of the Company are fully paid and 
  nonassessable and none of them was issued in violation 
  of any preemptive or other similar right.  The 
  Securities have been duly authorized by the Company 
  for issuance and sale and when issued and sold 
  pursuant to this Underwriting Agreement will be duly 
  and validly issued, fully paid and nonassessable and 
  none of them will have been issued in violation of any 
  preemptive or other similar right.  Except as 
  disclosed in the Registration Statement and the 
  Prospectus, there is no outstanding option, warrant or 
  other right calling for the issuance of, and, to the 
  knowledge of such counsel, no commitment, plan or 
  arrangement to issue, any share of capital stock of 
  the Company or any security convertible into, 
  exercisable for, or exchangeable for capital stock of 
  the Company.  Except as described in Schedule 1 
  thereto, no holder of any security of the Company has 
  the right to have any security owned by such holder 
  included for registration in the Registration 
  Statement or to demand registration of any security 
  owned by such holder during the 180 days after the 
  date of this Underwriting Agreement.  The issued and 
  outstanding capital stock of the Company and the 
  Securities conform, or will conform, in all material 
  respects to the descriptions thereof contained in the 
  Registration Statement and the Prospectus.  The form 
  of certificate used to evidence the Securities is in 
  due and proper form and complies with all applicable 
  statutory requirements, with any applicable 
  requirements of the Company's organizational documents 
  and with the requirements of the NYSE.
  
  					(iii)  The Registration Statement has become 
  effective under the Act, the Prospectus Supplement has 
  been filed as required by Section 2(a) hereof and, to 
  the best knowledge of such counsel, after due inquiry, 
  no stop order suspending the effectiveness of the 
  Registration Statement has been issued and no 
  proceeding for that purpose has been instituted or 
  threatened by the Commission;
  
  					(iv)  Each part of the Registration 
  Statement, when such part became effective, and the 
  Prospectus and any amendment or supplement thereto, on 
  the date of filing thereof with the Commission and at 
  the Closing Date, complied as to form in all material 
  respects with the requirements of the Act and the 1933 
  Act Rules and Regulations, and such counsel has no 
  reason to believe that either (i) any part of the 
  Registration Statement, when such part became 
  effective or was filed under the Act or Exchange Act, 
  contained an untrue statement of a material fact or 
  omitted to state a material fact required to be stated 
  therein or necessary to make the statements therein 
  not misleading or (ii) the Prospectus and any 
  amendment or supplement thereto, on the date of filing 
  thereof with the Commission or at the Closing Date, 
  included an untrue statement of a material fact or 
  omitted to state a material fact necessary to make the 
  statements therein, in the light of the circumstances 
  under which they were made, not misleading; and the 
  documents incorporated by reference in the 
  Registration Statement or Prospectus or any amendment 
  or supplement thereto, when they became effective 
  under the Act or were filed with the Commission under 
  the Act or Exchange Act, as the case may be, complied 
  as to form in all material respects with the 
  requirements of the Act or the Exchange Act, as 
  applicable, and the rules and regulations of the 
  Commission thereunder; it being understood that such 
  counsel need express no opinion as to the financial 
  statements or other financial data included in any 
  other documents mentioned in this clause;
  
  					(v)  The descriptions in the Registration 
  Statement and Prospectus of statutes, legal and 
  governmental proceedings, contracts and other 
  documents are accurate and fairly present the 
  information required to be shown; and such counsel 
  does not know of any statutes or legal or governmental 
  proceedings required to be described in the Prospectus 
  that are not described as required, or of any 
  contracts or documents of a character required to be 
  described in the Registration Statement or Prospectus 
  (or required to be filed under the Exchange Act if 
  upon such filing they would be incorporated by 
  reference therein) or to be filed as exhibits to the 
  Registration Statement that are not described and 
  filed as required;
  
  					(vi)  This Underwriting Agreement has been 
  duly authorized, executed and delivered by the 
  Company; the execution, delivery and performance of 
  this Underwriting Agreement and the consummation of 
  the transactions contemplated herein will not result 
  in a breach or violation of any of the terms and 
  provisions of, or constitute a default under, (a) any 
  statute, indenture, mortgage, deed of trust, voting 
  trust agreement, loan agreement, bond, debenture, note 
  agreement or evidence of indebtedness, lease, contract 
  or other agreement or instrument known to such counsel 
  to which the Company or its Subsidiaries are a party 
  or by which they are bound or to which any of the 
  property or other assets of the Company or its 
  Subsidiaries is subject, (b) the articles of 
  incorporation, by-laws, certificate of general or 
  limited partnership, partnership agreement, or other 
  organizational document of the Company or any of its 
  Subsidiaries, as applicable, or (c) any order, rule or 
  regulation known to such counsel of any court or 
  governmental agency or body having jurisdiction over 
  the Company or its Subsidiaries or any of their 
  properties or other assets; and no consent, approval, 
  authorization, notice to, order of, or filing with, 
  any court or governmental agency or body is required 
  for the consummation of the transactions contemplated 
  by this Underwriting Agreement in connection with the 
  issuance or sale of the Securities by the Company, 
  except such as have been obtained under the Act or 
  from the NYSE and the NASD;
  
  					(vii)  Commencing with the taxable year 
  beginning January 1, 1997, the Company has 
  continuously been organized and operated in conformity 
  with the requirements for qualification as a "real 
  estate investment trust" under the Code.  The 
  Company's method of operation will permit it to 
  continue to meet the requirements for taxation as a 
  "real estate investment trust" under the Code.  The 
  federal income tax treatment described in the 
  Prospectus under the caption "Federal Income Tax 
  Considerations" is accurate;
  
  					(viii)  The agreement of the Company that 
  for a period of 90 days from the date of this 
  Underwriting Agreement it will not, except for the 
  exercise of stock options outstanding on the date 
  hereof, without the Underwriters' prior written 
  consent, offer, sell, contract to sell, grant any 
  option to sell, or otherwise dispose of, directly or 
  indirectly, any shares of capital stock or securities 
  convertible into or exchangeable for, or any rights to 
  purchase or acquire, shares of capital stock owned by 
  it, has been duly and validly executed and delivered 
  by it and constitute the legal, valid and binding 
  obligation of the Company enforceable against it in 
  accordance with its terms, except as the 
  enforceability thereof may be limited by applicable 
  bankruptcy, insolvency, reorganization, moratorium or 
  other similar laws affecting the enforcement of 
  creditors' rights generally and by general equitable 
  principles;
  
  					(ix)  To the best of such counsel's 
  knowledge, neither the Company nor any of its 
  Subsidiaries is in violation of any term or provision 
  of their respective articles of incorporation, by-
  laws, certificate of general or limited partnership, 
  partnership agreement or other organizational 
  document, as applicable, or in violation of or default 
  under any indenture, mortgage, deed of trust, voting 
  trust agreement, loan agreement, bond, debenture, note 
  agreement or evidence of indebtedness, lease, 
  contract, permit, judgment, decree, order, statute, 
  rule or regulation;
  
  					(x)  To the best of such counsel's 
  knowledge, there is no litigation or governmental or 
  other proceeding or investigation, before any court or 
  before or by any public body or board pending or 
  threatened against, or involving the assets, 
  properties or businesses of, the Company or any of its 
  Subsidiaries, involving the Company's or any of its 
  Subsidiaries' officers or directors or to which any of 
  the Company's or any of its Subsidiaries' properties 
  or other assets is subject which would have a material 
  adverse effect upon the assets or properties, 
  business, results of operations, prospects or 
  condition (financial or otherwise) of the Company and 
  its Subsidiaries taken as a whole; and
  
  					(xi)  Neither the Company nor any of its 
  Subsidiaries is an "investment company" within the 
  meaning of the Investment Company Act of 1940, as 
  amended.
  
  					(e)  The Underwriters shall have received 
  from Rogers & Wells, Underwriters' counsel, such opinion or 
  opinions, dated the Closing Date, with respect to the 
  organization of the Company, the validity of the 
  Securities, the Registration Statement, the Prospectus and 
  other related matters as the Underwriters reasonably may 
  request, and such counsel shall have received such papers 
  and information as they request to enable them to pass upon 
  such matters.
  
  					(f)  At the time of execution of this 
  Underwriting Agreement and at the Closing Date, the 
  Underwriters shall have received a letter, dated the date 
  of delivery thereof, from Ernst & Young LLP, the 
  independent public accountants of the Company, in the form 
  previously agreed to by the Underwriters.
  
  					(g)  The Underwriters shall have received 
  from the Company a certificate, signed by the President or 
  a Vice President and by the principal financial or 
  accounting officer of the Company, dated the Closing Date, 
  to the effect that, to the best of their knowledge based 
  upon reasonable investigation:
  
  					(i)  The representations and warranties of 
  the Company in this Underwriting Agreement are true 
  and correct, as if made at and as of the Closing Date, 
  and the Company has complied with all the agreements 
  and satisfied all the conditions on its part to be 
  performed or satisfied at or prior to the Closing 
  Date;
  
  				(ii)  No stop order suspending the 
  effectiveness of the Registration Statement has been 
  issued, and no proceeding for that purpose has been 
  instituted or is threatened by the Commission nor has 
  any state securities authority suspended the 
  qualification or registration of the Securities for 
  offering or sale in any jurisdiction; 
  
  				(iii)  Since the effective date of the 
  Registration Statement, there has occurred no event 
  required to be set forth in an amendment or supplement 
  to the Registration Statement or Prospectus that has 
  not been so set forth, and there has been no document 
  required to be filed under the Exchange Act and the 
  Exchange Act Rules and Regulations of the Commission 
  thereunder that upon such filing would be deemed to be 
  incorporated by reference in the Prospectus that has 
  not been so filed; 
  
  				(iv)  Since the respective dates as of which 
  information is given in the Registration Statement and 
  the Prospectus, (a) there has not been, and no 
  development has occurred which could reasonably be 
  expected to result in, a material adverse change in 
  the general affairs, business, business prospects, 
  properties, management, condition (financial or 
  otherwise) or results of operations of the Company and 
  its Subsidiaries, taken as a whole, whether or not 
  arising from transactions in the ordinary course of 
  business, in each case other than as set forth in or 
  contemplated by the Registration Statement and the 
  Prospectus and (b) neither the Company nor any of its 
  Subsidiaries has sustained any material loss or 
  interference with its business or properties from 
  fire, explosion, flood or other casualty, whether or 
  not covered by insurance, or from any labor dispute or 
  any court or legislative or other governmental action, 
  order or decree, which is not set forth in the 
  Registration Statement and the Prospectus; and 
  
  					(v)  such other matters as the Underwriters 
  or Underwriters' counsel may reasonably request.
  
  					(h)  On or prior to the Closing Date, the 
  Underwriters shall have received the executed agreements 
  referred to in Section 4(k).
  
  					(i)  Prior to the Closing Date, the 
  Securities shall have been duly authorized for listing by 
  the NYSE upon official notice of issuance.
  
  					(j)  The NASD shall have approved the 
  underwriting terms and arrangements and such approval shall 
  not have been withdrawn or limited.
  
  					(k)  All such opinions, certificates, 
  letters and other documents will be in compliance with the 
  provisions hereof only if they are satisfactory in form and 
  substance to the Underwriters and Underwriters' counsel.  
  The Company will furnish the Underwriters with such 
  conformed copies of such opinions, certificates, letters 
  and other documents as the Underwriters shall reasonably 
  request and the Company shall furnish to the Underwriters 
  such further certificates and documents as the Underwriters 
  shall have reasonably requested.			
  
  				6.  Indennificaton and Contribution
  
  				(l)	The Company agrees to indemnify and 
  hold the Underwriters harmless, their directors, officers, 
  employees and agents and each person, if any, who controls 
  them within the meaning of Section 15 of the Act or Section 
  20 of the Exchange Act from and against any and all losses, 
  claims, liabilities, expenses and damages (including, but 
  not limited to, any and all investigative, legal and other 
  expenses reasonably incurred in connection with, and any 
  and all amounts paid in settlement of, any action, suit or 
  proceeding between any of the indemnified parties and any 
  indemnifying parties or between any indemnified party and 
  any third party, or otherwise, or any claim asserted), as 
  and when incurred to which the Underwriters, or any such 
  person, may become subject under the Act, the Exchange Act 
  or other federal or state statutory law or regulation, at 
  common law or otherwise, insofar as such losses, claims, 
  liabilities, expenses or damages arise out of or are based 
  on (i) any untrue statement or alleged untrue statement of 
  a material fact contained in any preliminary prospectus, 
  the Registration Statement or the Prospectus or any 
  amendment or supplement to the Registration Statement or 
  the Prospectus or in any documents filed under the Exchange 
  Act and deemed to be incorporated by reference into the 
  Prospectus, or in any application or other document 
  executed by or on behalf of the Company or based on written 
  information furnished by or on behalf of the Company filed 
  in any jurisdiction in order to qualify the Securities 
  under the securities or blue sky laws thereof or filed with 
  the Commission, (ii) the omission or alleged omission to 
  state in such document a material fact required to be 
  stated in it or necessary to make the statements in it not 
  misleading or (iii) any act or failure to act or any 
  alleged act or failure to act by the Underwriters in 
  connection with, or relating in any manner to, the 
  Securities or the offering contemplated hereby, and which 
  is included as part of or referred to in any loss, claim, 
  damage, liability or action arising out of or based upon 
  matters covered by clause (i) or (ii) above (provided that 
  the Company shall not be liable under this clause (iii) to 
  the extent it is finally judicially determined by a court 
  of competent jurisdiction that such loss, claim, damage, 
  liability or action resulted directly from any such acts or 
  failures to act undertaken or omitted to be taken by the 
  Underwriters through their gross negligence or willful 
  misconduct); provided that the Company will not be liable 
  to the extent that such loss, claim, liability, expense or 
  damage arises from the sale of the Securities in the public 
  offering to any person and is based on an untrue statement 
  or omission or alleged untrue statement or omission made in 
  reliance on and in conformity with information relating to 
  the Underwriters furnished in writing to the Company by the 
  Underwriters expressly for inclusion in the Registration 
  Statement or the Prospectus.  The Underwriters confirm to 
  the Company and the Company acknowledges that only the 
  following information appearing in the Prospectus with 
  respect to the public offering of the Securities has been 
  furnished to the Company by the Underwriters for use in the 
  Prospectus: (i) the names of the Underwriters contained on 
  the cover page and back cover page of the Prospectus 
  Supplement; (ii) the stabilization legend on the inside 
  front cover page of the Prospectus Supplement; and 
  (iii) the information in the first, second and sixth 
  paragraphs under the caption "Underwriting" in the 
  Prospectus Supplement.  This indemnity agreement will be in 
  addition to any liability that the Company might otherwise 
  have.
  
  					(m)	The Underwriters will indemnify and 
  hold harmless the Company, each person, if any, who 
  controls the Company within the meaning of Section 15 of 
  the Act or Section 20 of the Exchange Act, each director of 
  the Company and each officer of the Company who signs the 
  Registration Statement to the same extent as the foregoing 
  indemnity from the Company to the Underwriters, but only 
  insofar as losses, claims, liabilities, expenses or damages 
  arise out of or are based on any untrue statement or 
  omission or alleged untrue statement or omission made in 
  reliance on and in conformity with information relating to 
  the Underwriters furnished in writing to the Company by the 
  Underwriters expressly for use in the Registration 
  Statement, the preliminary prospectus or the Prospectus.  
  This indemnity will be in addition to any liability that 
  the Underwriters might otherwise have; provided, however, 
  that in no case shall the Underwriters be liable or 
  responsible for any amount in excess of the underwriting 
  discounts and commissions received by the Underwriters.
  
  					(n)	Any party that proposes to assert the 
  right to be indemnified under this Section 6 will, promptly 
  after receipt of notice of commencement of any action 
  against such party in respect of which a claim is to be 
  made against an indemnifying party or parties under this 
  Section 6, notify each such indemnifying party of the 
  commencement of such action, enclosing a copy of all papers 
  served, but the omission so to notify such indemnifying 
  party will not relieve it from any liability that it may 
  have to any indemnified party under the foregoing 
  provisions of this Section 6 unless, and only to the extent 
  that, such omission results in the forfeiture of 
  substantive rights or defenses by the indemnifying party.  
  If any such action is brought against any indemnified party 
  and it notifies the indemnifying party of its commencement, 
  the indemnifying party will be entitled to participate in 
  and, to the extent that it elects by delivering written 
  notice to the indemnified party promptly after receiving 
  notice of the commencement of the action from the 
  indemnified party, jointly with any other indemnifying 
  party similarly notified, to assume the defense of the 
  action, with counsel satisfactory to the indemnified party, 
  and after notice from the indemnifying party to the 
  indemnified party of its election to assume the defense, 
  the indemnifying party will not be liable to the 
  indemnified party for any legal or other expenses except as 
  provided below and except for the reasonable costs of 
  investigation subsequently incurred by the indemnified 
  party in connection with the defense.  The indemnified 
  party will have the right to employ its own counsel in any 
  such action, but the fees, expenses and other charges of 
  such counsel will be at the expense of such indemnified 
  party unless (1) the employment of counsel by the 
  indemnified party has been authorized in writing by the 
  indemnifying party, (2) the indemnified party has 
  reasonably concluded (based on advice of counsel) 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, (3) a 
  conflict or potential conflict exists (based on advice of 
  counsel to the indemnified party) between the indemnified 
  party and the indemnifying party (in which case the 
  indemnifying party will not have the right to direct the 
  defense of such action on behalf of the indemnified party) 
  or (4) the indemnifying party has not in fact employed 
  counsel to assume the defense of such action within a 
  reasonable time after receiving notice of the commencement 
  of the action, in each of which cases the reasonable fees, 
  disbursements and other charges of counsel will be at the 
  expense of the indemnifying party or parties. It is 
  understood that the indemnifying party or parties shall 
  not, in connection with any proceeding or related 
  proceedings in the same jurisdiction, be liable for the 
  reasonable fees, disbursements and other charges of more 
  than one additional firm admitted to practice in such 
  jurisdiction at any one time for all such indemnified party 
  or parties.  All such fees, disbursements and other charges 
  will be reimbursed by the indemnifying party promptly as 
  they are incurred. An indemnifying party will not be liable 
  for any settlement of any action or claim effected without 
  its written consent (which consent will not be unreasonably 
  withheld); provided however, no indemnifying party shall, 
  without the prior written consent of each indemnified 
  party, settle or compromise or consent to the entry of any 
  judgment in any pending or threatened claim, action or 
  proceeding relating to the matters contemplated by this 
  Section 6 (whether or not any indemnified party is a party 
  thereto), unless such settlement, compromise or consent 
  includes an unconditional release of each indemnified party 
  from all liability arising or that may arise out of such 
  claim, action or proceeding.  Notwithstanding any other 
  provision of this Section 6(c), if at any time an 
  indemnified party shall have requested an indemnifying 
  party to reimburse the indemnified party for fees and 
  expenses of counsel, such indemnifying party agrees that it 
  shall be liable for any settlement effected without its 
  written consent if (i) such settlement is entered into more 
  than 45 days after receipt by such indemnifying party of 
  the aforesaid request, (ii) such indemnifying party shall 
  have received notice of the terms of such settlement at 
  least 30 days prior to such settlement being entered into 
  and (iii) such indemnifying party shall not have reimbursed 
  such indemnified party in accordance with such request 
  prior to the date of such settlement.
  
  					(o)	In order to provide for just and 
  equitable contribution in circumstances in which the 
  indemnification provided for in the foregoing paragraphs of 
  this Section 6 is applicable in accordance with its terms 
  but for any reason is held to be unavailable from the 
  Company or the Underwriters, the Company and the 
  Underwriters will contribute to the total losses, claims, 
  liabilities, expenses and damages (including any 
  investigative, legal and other expenses reasonably incurred 
  in connection with, and any amount paid in settlement of, 
  any action, suit or proceeding or any claim asserted, but 
  after deducting any contribution received by the Company 
  from persons other than the Underwriters, such as persons 
  who control the Company within the meaning of the Act, 
  officers of the Company who signed the Registration 
  Statement and directors of the Company, who also may be 
  liable for contribution) to which the Company and the 
  Underwriters may be subject in such proportion as shall be 
  appropriate to reflect the relative benefits received by 
  the Company on the one hand and the Underwriters on the 
  other.  The relative benefits received by the Company on 
  the one hand and the Underwriters on the other shall be 
  deemed to be in the same proportion as the total net 
  proceeds from the offering (before deducting expenses) 
  received by the Company bear to the total underwriting 
  discounts and commissions received by the Underwriters, in 
  each case as set forth in the table on the cover page of 
  the Prospectus Supplement.  If, but only if, the allocation 
  provided by the foregoing sentence is not permitted by 
  applicable law, the allocation of contribution shall be 
  made in such proportion as is appropriate to reflect not 
  only the relative benefits referred to in the foregoing 
  sentence but also the relative fault of the Company on the 
  one hand, and the Underwriters, on the other, with respect 
  to the statements or omissions which resulted in such loss, 
  claim, liability, expense or damage, or action in respect 
  thereof, as well as any other relevant equitable 
  considerations with respect to such offering.  Such 
  relative fault shall be determined by reference to whether 
  the untrue or alleged untrue statement of a material fact 
  or omission or alleged omission to state a material fact 
  relates to information supplied by the Company or the 
  Underwriters, the intent of the parties and their relative 
  knowledge, access to information and opportunity to correct 
  or prevent such statement or omission.  The Company and the 
  Underwriters agree that it would not be just and equitable 
  if contributions pursuant to this Section 6(d) were to be 
  determined by pro rata allocation or by any other method of 
  allocation which does not take into account the equitable 
  considerations referred to herein.  The amount paid or 
  payable by an indemnified party as a result of the loss, 
  claim, liability, expense or damage, or action in respect 
  thereof, referred to above in this Section 6(d) shall be 
  deemed to include, for purpose of this Section 6(d), any 
  legal or other expenses reasonably incurred by such 
  indemnified party in connection with investigating or 
  defending any such action or claim.  Notwithstanding the 
  provisions of this Section 6(d), the Underwriters shall not 
  be required to contribute any amount in excess of the 
  underwriting discounts and commissions received by the 
  Underwriters and no person found guilty of fraudulent 
  misrepresentation (within the meaning of Section 11(f) of 
  the Act) will be entitled to contribution from any person 
  who was not guilty of such fraudulent misrepresentation.  
  For purposes of this Section 6(d), any person who controls 
  a party to this Underwriting Agreement within the meaning 
  of the Act will have the same rights to contribution as 
  that party, and each officer of the Company who signed the 
  Registration Statement will have the same rights to 
  contribution as the Company, subject in each case to the 
  provisions hereof.  Any party entitled to contribution, 
  promptly after receipt of notice of commencement of any 
  action against such party in respect of which a claim for 
  contribution may be made under this Section 6(d), will 
  notify any such party or parties from whom contribution may 
  be sought, but the omission so to notify will not relieve 
  the party or parties from whom contribution may be sought 
  from any other obligation it or they may have under this 
  Section 6(d).  Except for a settlement entered into 
  pursuant to the last sentence of Section 6(c) hereof, no 
  party will be liable for contribution with respect to any 
  action or claim settled without its written consent (which 
  consent will not be unreasonably withheld).
  
  					(p)	The indemnity and contribution 
  agreements contained in this Section 6 and the 
  representations and warranties of the Company contained in 
  this Underwriting Agreement shall remain operative and in 
  full force and effect regardless of (i) any investigation 
  made by or on behalf of the Underwriters, (ii) acceptance 
  of the Securities and payment therefor or (iii) any 
  termination of this Underwriting Agreement.
  
  		6.	Representations and Agreements to Survive 
  Delivery.  All representations, warranties and agreements of the 
  Company contained herein or in certificates delivered pursuant 
  hereto, and  the Underwriters' agreements contained in Section 6 
  hereof, shall remain operative and in full force and effect 
  regardless of any investigation made by or on behalf of the 
  Underwriters or any controlling persons, or the Company or any 
  of its officers, directors or any controlling persons, and shall 
  survive delivery of and payment for the Securities hereunder.
  
  		7.	Termination.  The Underwriters shall have the 
  right by giving notice as hereinafter specified at any time at 
  or prior to the Closing Date, to terminate this Underwriting 
  Agreement if (i) the Company shall have failed, refused or been 
  unable, at or prior to the Closing Date, to perform any 
  agreement on its part to be performed hereunder, (ii) any other 
  condition of the Underwriters' obligations hereunder is not 
  fulfilled when due, (iii) trading on the NYSE shall have been 
  wholly suspended, (iv) minimum or maximum prices for trading 
  shall have been fixed, or maximum ranges for prices for the 
  Common Stock shall have been required on the NYSE by the NYSE or 
  by order of the Commission or any other governmental authority 
  having jurisdiction, (v) a banking moratorium shall have been 
  declared by federal or New York authorities, or (vi) an outbreak 
  of major hostilities in which the United States is involved, a 
  declaration of war by Congress, any other substantial national 
  or international calamity or any other event or occurrence of a 
  similar character shall have occurred since the execution of 
  this Underwriting Agreement that, in the Underwriters' judgment, 
  makes it impractical or inadvisable to proceed with the 
  completion of the sale of and payment for the Securities.  Any 
  such termination shall be without liability of any party to any 
  other party with respect to Securities not purchased by reason 
  of such termination except that the provisions of Section 4(g) 
  and Section 6 hereof shall at all times be effective.  If the 
  Underwriters elect to terminate this Underwriting Agreement as 
  provided in this Section, the Company shall be notified promptly 
  by the Underwriters by telephone, telex or telecopy, confirmed 
  by letter.
  
  		8.	Notices.  All notices or communications hereunder 
  shall be in writing and if sent to the Underwriters shall be 
  mailed, delivered, telexed or telecopied and confirmed to the 
  Underwriters at 1285 Avenue of the Americas, New York, New York 
  10019, c/o Real Estate investment Banking, attention: David R. 
  Jarvis (with copy to Jay L. Bernstein, Esq., c/o Rogers & Wells, 
  200 Park Avenue, New York, New York 10166), or if sent to the 
  Company, shall be mailed, delivered, telexed or telecopied and 
  confirmed to Steven G. Rogers, c/o the Company at 300 One 
  Jackson Place, 188 East Capitol Street, Jackson, Mississippi 
  39201 (with copy to Joseph P. Kubarek, Esq., c/o Jaeckle 
  Fleischmann & Mugel, LLP, Fleet Bank Building, Twelve Fountain 
  Plaza, Buffalo, New York 14202-2292).  Any party to this 
  Underwriting Agreement may change such address for notices by 
  sending to the other party to this Underwriting Agreement 
  written notice of a new address for such purpose.
  
  		9.	Parties.  This Underwriting Agreement shall inure 
  to the benefit of, and be binding upon, the Company and the 
  Underwriters and their respective successors and the controlling 
  persons, officers, directors, employees and representatives 
  referred to in Section 6 hereof, and no other person will have 
  any right or obligation hereunder.
  
  		10.	Applicable Law.  This Underwriting Agreement 
  shall be governed by, and construed in accordance with, the laws 
  of the State of New York.
  
  		11.	Over-allotment Option.  
  
  		(a) In addition to the Securities being sold by the 
  Company and described in Section 1 hereof (which are referred to 
  herein as the "Firm Securities"), the Underwriters, at the 
  Underwriters' option, shall have the right to purchase from the 
  Company up to an aggregate 450,000 additional shares of Common 
  Stock ("Optional Securities").  The first two paragraphs of 
  Section 3 hereof shall be deemed to apply only to the purchase, 
  sale and delivery of the Firm Securities.  References in those 
  two paragraphs to the "Securities" shall be deemed to be 
  references to the "Firm Securities;" except as otherwise 
  provided in this Section 12, other references in this 
  Underwriting Agreement to the "Securities" shall be deemed to 
  include the Firm Securities and the Optional Securities.
  
  		(b)	Upon written notice from the Underwriters given 
  to the Company not more than 30 days subsequent to the date of 
  the public offering of the Securities, the Underwriters may 
  purchase all or less than all of the Optional Securities at the 
  purchase price per share to be paid for the Firm Securities.  
  Such Optional Securities may be purchased by the Underwriters 
  only for the purpose of covering over-allotments made in 
  connection with the sale of the Firm Securities.  No Optional 
  Securities shall be sold or delivered unless the Firm Securities 
  previously have been, or simultaneously are, sold and delivered.  
  The right to purchase the Optional Securities or any portion 
  thereof may be surrendered and terminated at any time upon 
  notice by the Underwriters to the Company.  The "Closing Date" 
  as defined in Section 3 hereof, shall be deemed to be the 
  "Closing Date," and the time for the delivery of, and payment 
  for, the Optional Securities, is herein referred to as the 
  "Option Closing Date" (which may be the Closing Date).  The 
  Option Closing Date shall be determined by the Underwriters but 
  shall be not later than 10 days after the Underwriters give to 
  the Company written notice of election to purchase Optional 
  Securities.  The preparation, registration, checking and 
  delivery of, and payment for, the Optional Securities shall 
  occur or be made in the same manner as provided in Section 3 
  hereof for the Firm Securities, except as the Underwriters and 
  the Company may otherwise agree.
  
  		(c)	The conditions to the Underwriters' obligations 
  set forth in Section 5 shall be deemed to be conditions to the 
  Underwriters' obligation to purchase and pay for the Securities 
  to be purchased on each of the Closing Date and the Option 
  Closing Date, as the case may be; references in that Section and 
  in Sections 2, 8 and 9 hereof to the "Closing Date" shall be 
  deemed to be references to the Closing Date or the Option 
  Closing Date, as the case may be, and references to the 
  "Securities" in Section 5 hereof shall be deemed to be 
  references to the Securities to be purchased at such Closing 
  Date.  A termination of this Underwriting Agreement as to the 
  Optional Securities after the Closing Date will not terminate 
  this Underwriting Agreement as to the Firm Securities.
  
  		13. Default by One or More of the Underwriters.  If, 
  on either the Closing Date or the Option Closing Date, any 
  Underwriter defaults in the performance of its obligations under 
  this Agreement, the remaining non-defaulting Underwriters shall 
  be obligated to purchase the Securities which the defaulting 
  Underwriter agreed but failed to purchase on such Closing Date 
  in the respective proportions which the number of Firm 
  Securities set forth opposite the name of each remaining non-
  defaulting Underwriter in Schedule A hereto bears to the total 
  number of Firm Securities set forth opposite the names of all 
  the remaining non-defaulting Underwriters in Schedule A hereto; 
  provided, however, that the remaining non-defaulting 
  Underwriters shall not be obligated to purchase any of the 
  Securities on such Closing Date if the total number of 
  Securities which the defaulting Underwriter or Underwriters 
  agreed but failed to purchase on such date exceeds 9.09% of the 
  total number of Securities to be purchased on such Closing Date, 
  and any remaining non-defaulting Underwriter shall not be 
  obligated to purchase more than 110% of the number of Securities 
  which it agreed to purchase on such Closing Date.  If the 
  foregoing maximums are exceeded, the remaining non-defaulting 
  Underwriters, or those other underwriters satisfactory to the 
  Underwriters who so agree, shall have the right, but shall not 
  be obligated, to purchase, in such proportion as may be agreed 
  upon among them, all the Securities to be purchased on such 
  Closing Date.  If the remaining Underwriters or other 
  underwriters satisfactory to the Underwriters do not elect to 
  purchase the Securities which the defaulting Underwriter or 
  Underwriters agreed but failed to purchase on such Closing Date, 
  this Agreement (or, with respect to the Option Closing Date, the 
  obligation of the Underwriters to purchase, and of the Company 
  to sell, the Option Securities) shall terminate without 
  liability on the part of any non-defaulting Underwriter or the 
  Company, except that the Company will continue to be liable for 
  the payment of expenses to the extent set forth in Sections 4(g) 
  and 4(h).  As used in this Agreement, the term "Underwriter" 
  includes, for all purposes of this Agreement unless the context 
  requires otherwise, any party not listed in Schedule A hereto 
  who, pursuant to this Section 13, purchases Firm Securities 
  which a defaulting Underwriter agreed but failed to purchase.
  
  		Nothing contained herein shall relieve a defaulting 
  Underwriter of any liability it may have to the Company for 
  damages caused by its default.  If other underwriters are 
  obligated or agree to purchase the Securities of a defaulting or 
  withdrawing Underwriter, either the Underwriters or the Company 
  may postpone the Closing Date for up to seven full business days 
  in order to effect any changes that in the opinion of counsel 
  for the Company or counsel for the Underwriters may be necessary 
  in the Registration Statement, the Prospectus or in any other 
  document or arrangement.
  
  		If the foregoing correctly sets forth the 
  understanding between the Company and the Underwriters, please 
  so indicate in the space provided below for that purpose, 
  whereupon this letter shall constitute a binding agreement 
  between the Company and the Underwriters.
  
  
                                    							Very truly yours,
  
                                    							PARKWAY PROPERTIES, INC.
  
  
                                    							By:	/s/ Sarah P. Clark	
                                   				 			   	Name: Sarah P. Clark	
                                   				 			   	Title: Vice President, CFO,
                                            									 Treasurer and Secretary
  
  
  
  ACCEPTED as of the date first above
    written
  
  PAINEWEBBER INCORPORATED
  
  
  By:	/s/ David R. Jarvis	                               
     	Name: David R. Jarvis
     	Title:	 Managing Director
  
  For itself and as Representative
  of the several Underwriters named 
  in Schedule A hereto
  
  
  
  
                                SCHEDULE A
  
  
  Underwriter	                                                 Number of
  -----------                                                	  Shares  
                                                               ---------
  
  
  
  PaineWebber Incorporated....................................	1,040,000
  A.G. Edwards & Sons, Inc. ....................................	650,000
  Morgan Keegan & Company, Inc.	.................................455,000
  Wheat, First Securities, Inc.	.................................455,000
  J.C. Bradford & Co. ..........................................	100,000
  Harris Webb & Garrison, Inc. .................................	100,000
  Raymond James & Associates, Inc. .............................	100,000
  The Robinson-Humphrey Company, Inc.	...........................100,000
                                                               ---------
  				Total...................................................	3,000,000
                                                               =========
  
                             	SCHEDULE B
  
  
  
  Subsidiaries
  ------------
  1.	 Parkway Realty Services, Inc.
  2.	 Parkway Congress Corporation
  3. 	Parkway Atlanta, Inc.
  4. 	Parkway Houston, Inc.
  5.	 Parkway Ridgewood, Inc.
  6. 	Parkway Virginia, Inc.
  7.	 Parkway Capitol, Inc.
  8. 	Parkway Carolina, Inc.
  9 .	Parkway Lamar, Inc.
  10.	Parkway Properties, L.P.
  11.	Parkway Properties General Partners, Inc.
  12.	Parkway Texas Corp.
  13.	Golf Properties, Inc.* 
  14.	Sugar Creek Center Corp.
  15.	Wink/Parkway Partnership
  
  
  
  ----------------------------
  *The Company owns no voting shares of Golf Properties, Inc. only non-voting
  shares/
  
  
  
                                	SCHEDULE C
  
  Entities with Registration Rights
  
  1.	Delaware Group Dividend and Income Fund, Inc.
  2.	Delaware Pooled Trust, Inc. for the Real Estate
    	Investment Trust Portfolio
  3.	Charter Oak Partners
  4.	Pennsylvania Public School Employees Retirement System
  5.	Morgan Stanley U.S. Real Estate (Retail)
  6.	Morgan Stanley Institutional Fund Real Estate Portfolio
  7.	MS SIVAC Real Estate
metadata_documents: [{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 86228}]
metadata_filer: {"company-data": {"conformed-name": "PARKWAY PROPERTIES INC", "cik": "0000729237", "assigned-sic": "6512", "irs-number": "742123597", "state-of-incorporation": "MD", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-11533", "film-number": "97684943"}, "business-address": {"street1": "ONE JACKSON PL", "street2": "188 E CAPITOL ST STE 1000", "city": "JACKSON", "state": "MS", "zip": "39225-2728", "phone": "6019484091"}, "mail-address": {"street1": "P O BOX 22728", "street2": "P O BOX 22728", "city": "JACKSON", "state": "MS", "zip": "39201"}, "former-company": {"former-conformed-name": "PARKWAY CO", "date-changed": "19951018"}}
text: UNITED STATES	
  
                  SECURITIES AND EXCHANGE COMMISSION
  
                          WASHINGTON, DC  20549
  
                  ----------------------------------
  
                                FORM 8-K
  
                             CURRENT REPORT
  
                    Pursuant to Section 13 or 15(d)
                                 of the
                    Securities Exchange Act of 1934
  
  Date of Report (Date of earliest event reported): Sept. 24, 1997
                                                   -----------------
  
                        	PARKWAY PROPERTIES, INC.
  ------------------------------------------------------------------
        (Exact name of Registrant as specified in its charter)
  
  Maryland                    1-11533	                    74-2123597 
  ------------------------------------------------------------------
  (State or other     (Commission File Number)	        (IRS Employer
  jurisdiction of	        Identification
  incorporation)	         Number)   
  
  One Jackson Place Suite 1000
    188 East Capitol Street
        P. O. Box 24647
      Jackson, Mississippi                                39225-4647
  ------------------------------------------------------------------
  (Address of principal executive offices)	(Zip Code)
  
  Registrant's telephone number, including area code (601) 948-4091
                                                     ---------------
  
  ------------------------------------------------------------------
    (Former name or former address, if changed since last report)
  
                               FORM 8-K
  
                        PARKWAY PROPERTIES, INC.
  
  Item 5.	Other Events.
  
  On September 24, 1997, Parkway Properties, Inc. closed its 
  previously announced sale of 3 million shares of its Common 
  Stock under its existing shelf registration statement at a 
  purchase price of $3311/16 per share.  PaineWebber Incorporated 
  led the underwriting group comprised of A.G. Edwards & Sons, 
  Inc., Morgan Keegan & Company, Inc. and Wheat, First Securities, 
  Inc.  The net proceeds of the offering (approximately $95.1 
  million net of commissions and expenses) will be used for the 
  repayment of approximately $37.1 million of outstanding variable 
  rate indebtedness and the purchase of office properties.  
  Following this transaction, the Company had 9,307,988 shares of 
  Common Stock outstanding.
  
  Item 7.   Financial Statements and Exhibits.
  
  	(c)	Exhibits.
  
  	(1)  Underwriting Agreement between PaineWebber 
  Incorporated, A.G. Edwards & Sons, Inc. ,Morgan Keegan & 
  Company, Inc. and Wheat, First Securities, Inc. as 
  representatives of the several underwriters and Parkway 
  Properties, Inc. dated September 18, 1997.  Parkway agrees to 
  furnish supplementally to the Securities and Exchange 
  Commission on request a copy of any omitted schedule or 
  exhibit to this agreement.
  
                          FORM 8-K
  
                   PARKWAY PROPERTIES, INC.
  
                         SIGNATURES
  
  Pursuant to the requirements of the Securities Exchange Act of 
  1934, the Registrant has duly caused this report to be signed on 
  its behalf by the undersigned hereunto duly authorized.
  
  DATE:  September 24, 1997			PARKWAY PROPERTIES, INC.
  	
                       							BY:	/s/Sarah P. Clark
                          								Sarah P. Clark			
                          								Vice President,
                           							Chief Financial Officer, 
                           							Treasurer and Secretary	
  		
  
                                EXECUTION COPY
  
                              	3,000,000 Shares
  
                           PARKWAY PROPERTIES, INC.
  
                                 Common Stock
                              ($0.001 Par Value)
  
                            UNDERWRITING AGREEMENT
  
   
                              September 18, 1997
  
  PAINEWEBBER INCORPORATED
  A.G. EDWARDS & SONS, INC.
  MORGAN KEEGAN & COMPANY, INC.
  WHEAT, FIRST SECURITIES, INC.
     	as representatives of the several underwriters,
  c/o	PaineWebber Incorporated
     	1285 Avenue of the Americas
     	New York, New York 10019
  
  Dear Ladies and Gentlemen:
  
       	Parkway Properties, Inc., a Maryland corporation (the 
  "Company"), confirms its agreement with the Underwriters named 
  in Schedule A hereto (the "Underwriters") for whom PaineWebber 
  Incorporated, A.G. Edwards & Sons, Inc., Morgan Keegan & 
  Company, Inc. and Wheat, First Securities, Inc. are acting as 
  representatives, as follows:
  
       1. 	Description of Securities.  The Company proposes 
  to issue and sell to the Underwriters, severally and not 
  jointly, 3,000,000 shares of Common Stock, $0.001 par value (the 
  "Common Stock").  The shares of Common Stock to be issued and 
  sold by the Company are hereinafter referred to as the 
  "Securities".
  
     		2. 	Representations and Warranties of the Company.  
  The Company represents and warrants to and agrees with the 
  Underwriters that:
  
      					(i)		A registration statement on Form 
  S-3 (File No. 333-29259 and pre-effective amendment no. 1 
  thereto, with respect to the Securities, including a 
  prospectus, have been carefully prepared by the Company in 
  conformity with the requirements of the Securities Act of 
  1933, as amended (the "Act") and the rules and regulations 
  (the "1933 Act Rules and Regulations") of the Securities 
  and Exchange Commission (the "Commission") thereunder, have 
  been filed with the Commission and declared effective.  
  Such registration statement and prospectus may have been 
  amended or supplemented prior to the date of this 
  Underwriting Agreement; any such amendment or supplement 
  was so prepared and filed, and any such amendment filed 
  after the effective date of such registration statement has 
  been declared effective.  No stop order suspending the 
  effectiveness of either registration statement has been 
  issued, and no proceeding for that purpose has been 
  instituted or threatened by the Commission.  A prospectus 
  supplement (the "Prospectus Supplement") setting forth the 
  terms of the offering, sale and plan of distribution of the 
  Securities and additional information concerning the 
  Company and its business has been or will be so prepared 
  and will be filed pursuant to Rule 424(b) of the 1933 Act 
  Rules and Regulations on or before the second business day 
  after the date hereof (or such earlier time as may be 
  required by the 1933 Act Rules and Regulations).  Copies of 
  such registration statement and prospectus, any such 
  amendments or supplements and all documents incorporated by 
  reference therein that were filed with the Commission on or 
  prior to the date of this Underwriting Agreement (including 
  one fully executed copy of the registration statement and 
  of each amendment thereto for the Underwriters and their 
  counsel) have been delivered to the Underwriters and their 
  counsel.  The registration statement, as it may have 
  heretofore been amended, is referred to herein as the 
  "Registration Statement," and the final form of prospectus 
  included in the Registration Statement, as supplemented by 
  the Prospectus Supplement, is referred to herein as the 
  "Prospectus."  Any reference herein to the Registration 
  Statement, the Prospectus or any amendment or supplement 
  thereto shall be deemed to refer to and include the 
  documents incorporated by reference therein, and any 
  reference herein to the terms "amend," "amendment" or 
  "supplement" with respect to the Registration Statement or 
  Prospectus shall be deemed to refer to and include the 
  filing after the execution hereof of any document with the 
  Commission deemed to be incorporated by reference therein.  
  For purposes of this Underwriting Agreement, all references 
  to the Registration Statement and Prospectus or to any 
  amendment or supplement thereto shall be deemed to include 
  any copy filed with the Commission pursuant to its 
  Electronic Data Gathering Analysis and Retrieval System 
  ("EDGAR"), and such copy shall be identical in content to 
  any Prospectus delivered to the Underwriters for use in 
  connection with the offering of the Securities.
  
  					     (ii)  Each part of the Registration 
  Statement, when such part became or becomes effective and 
  the Prospectus and any amendment or supplement thereto, on 
  the date of filing thereof with the Commission and at the 
  Closing Date (as hereinafter defined), and, if later, at an 
  Option Closing Date (as hereinafter defined), conformed or 
  will conform in all material respects with the requirements 
  of the Act and the 1933 Act Rules and Regulations; each 
  part of the Registration Statement, when such part became 
  or becomes effective, or when such part was filed with the 
  Commission, did not or will not contain an untrue statement 
  of a material fact or omit to state a material fact 
  required to be stated therein or necessary to make the 
  statements therein not misleading; the Prospectus and any 
  amendment or supplement thereto, on the date of filing 
  thereof with the Commission and at the Closing Date, and, 
  if later, at an Option Closing Date, did not or will not 
  include an untrue statement of a material fact or omit to 
  state a material fact necessary to make the statements 
  therein, in the light of the circumstances under which they 
  were made, not misleading; except that the foregoing shall 
  not apply to statements in, or omissions from, any such 
  document in reliance upon, and in conformity with, written 
  information concerning the Underwriters that was furnished 
  to the Company by the Underwriters specifically for use in 
  the preparation thereof.
  
  					     (iii)  The documents incorporated by 
  reference in the Registration Statement, the Prospectus, 
  any amendment or supplement thereto, when they became or 
  become effective under the Act or were or are filed with 
  the Commission under the Act or the Securities Exchange Act 
  of 1934, as amended (the "Exchange Act"), as the case may 
  be, conformed or will conform in all material respects with 
  the requirements of the Act, the 1933 Act Rules and 
  Regulations, the Exchange Act and/or the rules and 
  regulations of the Commission thereunder (the "Exchange Act 
  Rules and Regulations"), as applicable.
  
  					     (iv)  The consolidated financial statements 
  of the Company together with the related schedules and 
  notes thereto, set forth or included or incorporated by 
  reference in the Registration Statement and Prospectus 
  fairly present the financial condition of the Company and 
  its consolidated subsidiaries as of the dates indicated and 
  the results of operations, changes in financial position, 
  stockholders' equity and cash flows for the periods therein 
  specified, in conformity with generally accepted accounting 
  principles consistently applied throughout the periods 
  involved (except as otherwise stated therein).  The summary 
  and selected financial and statistical data included or 
  incorporated by reference in the Registration Statement and 
  the Prospectus present fairly the information shown therein 
  and, to the extent based upon or derived from the financial 
  statements, have been compiled on a basis consistent with 
  the financial statements presented therein.  In addition, 
  the pro forma financial statements of the Company, and the 
  related notes thereto, included or incorporated by 
  reference in the Registration Statement and the Prospectus 
  present fairly the information shown therein, have been 
  prepared in accordance with the Commission's rules and 
  guidelines with respect to pro forma financial statements 
  and have been properly compiled on the basis described 
  therein, and the assumptions used in the preparation 
  thereof are reasonable and the adjustments used therein are 
  appropriate to give effect to the transactions and 
  circumstances referred to therein.  Furthermore, all 
  financial statements required by Rule 3-14 of Regulation S-
  X ("Rule 3-14") have been included or incorporated by 
  reference in the Registration Statement and the Prospectus 
  and any such financial statements are in conformity with 
  the requirements of Rule 3-14.  No other financial 
  statements are required to be set forth or to be 
  incorporated by reference in the Registration Statement or 
  the Prospectus under the Act or the 1933 Act Rules and 
  Regulations thereunder.
  
       					(v)	Ernst & Young LLP, whose reports are 
  incorporated by reference in the Registration Statement, 
  are and, during the periods covered by their reports, were 
  independent public accountants as required by the Act and 
  the 1933 Act Rules and Regulations.
  
       					(vi)	The only subsidiaries (as defined in 
  the 1933 Act Rules and Regulations) of the Company are the 
  subsidiaries listed on Schedule B hereto (the 
  "Subsidiaries").  Each of the Company and its Subsidiaries 
  has been duly incorporated or formed, as the case may be, 
  and is an existing corporation, general or limited 
  partnership, or other legal entity, as the case may be, in 
  good standing under the laws of its jurisdiction of 
  incorporation or formation, as the case may be.  The 
  Company and each of its Subsidiaries has full power and 
  authority (corporate and other) to conduct its business as 
  described in the Registration Statement and Prospectus, and 
  is duly qualified or registered to do business in each 
  jurisdiction in which it owns or leases real property or in 
  which the conduct of its business requires such 
  qualification or registration except where the failure to 
  be so qualified or registered, considering all such cases 
  in the aggregate, would not have a material adverse effect 
  on the business, properties, financial position or results 
  of operations of the Company and its Subsidiaries taken as 
  a whole; and, other than the Subsidiaries, the Company owns 
  no stock or other beneficial interest in any corporation, 
  partnership, joint venture or other business entity.  
  
       					(vii)  All of the issued and outstanding 
  capital stock or ownership interests of each Subsidiary has 
  been duly authorized and are validly issued, fully paid and 
  nonassessable and is wholly-owned by the Company, directly 
  or through subsidiaries, free and clear of any security 
  interest, mortgage, pledge, lien, encumbrance, claim or 
  equity.
  
       					(viii)  All of the issued and outstanding 
  shares of capital stock of the Company have been duly 
  authorized and are validly issued, fully paid and 
  nonassessable and conform to the description thereof in the 
  Prospectus.  The stockholders of the Company have no 
  preemptive rights with respect to the Securities.
  
       					(ix)  The Securities will be as of the 
  Closing Date, and the Optional Securities (as hereinafter 
  defined) will be as of any Option Closing Date, duly 
  authorized by the Company for issuance and sale pursuant to 
  this Underwriting Agreement; and when issued and delivered 
  by the Company pursuant to this Underwriting Agreement 
  against payment of the consideration therefor specified 
  herein, will be validly issued, fully paid and 
  nonassessable.  The Securities conform to the description 
  thereof in the Prospectus and will not be subject to any 
  preemptive rights of any securityholder of the Company.
  
       					(x)  Except as contemplated in the 
  Prospectus, subsequent to the respective dates as of which 
  information is given in the Registration Statement and the 
  Prospectus, the Company and its Subsidiaries have not 
  incurred any liabilities or obligations, direct or contin-
  gent; or entered into any transactions, not in the ordinary 
  course of business, that are material to the Company and 
  its Subsidiaries on a consolidated basis; and there has not 
  been any material change in the capital stock or structure, 
  short-term debt or long-term debt of the Company and its 
  Subsidiaries; or any material adverse change, or any 
  development that is reasonably likely to involve a 
  prospective material adverse change, in the condition 
  (financial or other), business, prospects, net worth or 
  results of operations of the Company and its Subsidiaries 
  on a consolidated basis; and, except for regular dividends 
  on the Company's Common Stock, in amounts per share that 
  are consistent with past practice or the charter documents 
  of the Company, there has been no dividend or distribution 
  of any kind declared, paid or made by the Company on any 
  class of its capital stock.
  
       					(xi)  Except as set forth in the Prospectus, 
  there is not pending or, to the knowledge of the Company, 
  threatened any action, suit or proceeding to which the 
  Company, any of its Subsidiaries or any of its officers or 
  directors is a party, or that any of its properties or 
  other assets is the subject of, before or by any court or 
  governmental agency or body, that is reasonably likely to 
  result in any material adverse change in the condition 
  (financial or other), business, prospects, net worth or 
  results of operations of the Company and its Subsidiaries, 
  or might materially and adversely affect their properties 
  or other assets.
  
       					(xii)  During the period of at least the 
  last 24 calendar months prior to the date of this 
  Underwriting Agreement, the Company has timely filed with 
  the Commission all documents and other material required to 
  be filed pursuant to Sections 13, 14 and 15(d) under the 
  Exchange Act.
  
       					(xiii)  There are no contracts or documents 
  of the Company that are required to be filed as exhibits to 
  the Registration Statement or to any of the documents 
  incorporated by reference therein by the Act or the 
  Exchange Act or by the rules and regulations of the 
  Commission thereunder that have not been so filed.
  
       					(xiv)  This Underwriting Agreement has been 
  duly authorized, executed and delivered by the Company.
  
       					(xv)  The execution and performance of this 
  Underwriting Agreement and the consummation of the 
  transactions contemplated herein will not result in a 
  breach or violation of any of the terms and provisions of, 
  or constitute a default under, (i) any statute, agreement 
  or instrument to which the Company or its Subsidiaries is a 
  party or by which they are bound or to which any of the 
  property or other assets of the Company or its Subsidiaries 
  is subject, (ii) the articles of incorporation, by-laws, 
  certificate of general or limited partnership, partnership 
  agreement or other organizational document, as applicable, 
  of the Company or its Subsidiaries, or (iii) any statute, 
  order, rule or regulation of any court or governmental 
  agency or body having jurisdiction over the Company or its 
  Subsidiaries or any of their properties or other assets; no 
  consent, approval, authorization or order of, filing with, 
  or notice to any court or governmental agency or body is 
  required for the consummation of the transactions 
  contemplated by this Underwriting Agreement in connection 
  with the issuance or sale of the Securities by the Company, 
  except such as may be required under the Act and applicable 
  state securities, blue sky, or real estate syndication 
  laws, if any, or pursuant to the listing requirements of 
  the New York Stock Exchange ("NYSE") or pursuant to the by-
  laws of the National Association of Securities Dealers, 
  Inc. ("NASD"); and the Company has full power and authority 
  to authorize, issue and sell the Securities as contemplated 
  by this Underwriting Agreement, free of any preemptive 
  rights.
  
       					(xvi)  The Company and its Subsidiaries have 
  complied in all respects with all laws, regulations and 
  orders applicable to them or their respective businesses; 
  the Company and its Subsidiaries are not in default under 
  any indenture, mortgage, deed of trust, voting trust 
  agreement, loan agreement, bond, debenture, note agreement 
  or evidence of indebtedness, lease, contract or other 
  agreement or instrument to which they are a party or by 
  which they or any of their properties or other assets are 
  bound, violation of which would individually or in the 
  aggregate have a material adverse effect on the Company and 
  its Subsidiaries on a consolidated basis, and no other 
  party under any such agreement or instrument to which the 
  Company or its Subsidiaries are a party is, to the 
  knowledge of the Company, in default in any material 
  respect thereunder; and the Company and its Subsidiaries 
  are not in violation of their respective articles of 
  incorporation, by-laws, certificate of general or limited 
  partnership, partnership agreement or other organizational 
  documents, as the case may be.
  
       					(xvii)  The Company and each of its 
  Subsidiaries have good and marketable title to all 
  properties and assets, as described in the Prospectus, 
  owned by them, free and clear of all liens, charges, 
  encumbrances or restrictions, except such as are described 
  in the Prospectus or are not material in relation to the 
  business of the Company and its Subsidiaries, and the 
  Company and its Subsidiaries have valid, subsisting and 
  enforceable leases for the properties described in the 
  Prospectus as leased by the Company and its Subsidiaries 
  with such exceptions as are not material and do not 
  interfere with the use made and proposed to be made of such 
  properties by the Company and its Subsidiaries; no tenant 
  under any of the leases pursuant to which the Company or 
  its Subsidiaries lease their properties has an option or 
  right of first refusal to purchase the premises demised 
  under such lease; the use and occupancy of each of the 
  properties of the Company and its Subsidiaries complies in 
  all material respects with all applicable codes and zoning 
  laws and regulations; the Company and its Subsidiaries have 
  no knowledge of any pending or threatened condemnation or 
  zoning change that will in any material respect affect the 
  size of, use of, improvement of, construction on, or access 
  to any of the properties of the Company and its 
  Subsidiaries; and the Company and its Subsidiaries have no 
  knowledge of any pending or threatened proceeding or action 
  that will in any manner materially affect the size of, use 
  of, improvements or construction on, or access to any of 
  the properties of the Company or its Subsidiaries.
  
       					(xviii)  Title insurance in favor of the 
  Company and its Subsidiaries is maintained with respect to 
  each of the properties described in the Prospectus in an 
  amount at least equal to the cost of acquisition of such 
  property, except, in each case, where the failure to 
  maintain such title insurance is not reasonably likely to 
  have a material adverse effect on the condition, financial 
  or otherwise, or the earnings, business affairs or business 
  prospects of the Company and its Subsidiaries taken as a 
  whole.
  
       					(xix)  The mortgages and deeds of trust 
  encumbering the properties and assets described or referred 
  to in the Prospectus are not convertible into the equity of 
  the Company or any Subsidiary.
  
       					(xx)  Except as set forth in the Prospectus 
  Supplement, (i) there does not exist on any of the 
  properties described in the Prospectus any hazardous 
  substances, hazardous materials, toxic substances or waste 
  materials (collectively, "Hazardous Materials") in unlawful 
  quantities, (ii) there has not occurred on or off such 
  properties any unlawful spills, releases, discharges or 
  disposal of Hazardous Materials, which presence or 
  occurrence would have a material adverse effect on the 
  condition, financial or otherwise, or the earnings, 
  business affairs or business prospects of the Company and 
  its Subsidiaries taken as a whole, and (iii) the Company 
  and its Subsidiaries have not failed to comply with all 
  applicable local, state and federal environmental laws, 
  regulations, ordinances and administrative and judicial 
  orders relating to the generation, recycling, sale, 
  storage, handling, transport and disposal of any Hazardous 
  Materials, except for such failures which are not 
  reasonably likely to have a material adverse effect on the 
  condition, financial or otherwise, or the earnings, 
  business affairs or business prospects of the Company and 
  its Subsidiaries taken as a whole.
  
       					(xxi)  Property and casualty insurance in 
  favor of each of the Company and its Subsidiaries is 
  maintained with respect to each of the properties owned by 
  each of them in an amount and on such items as is 
  reasonable and customary for businesses of this type.
  
       					(xxii)  Except for those entities listed on 
  Schedule C hereto, no holder of outstanding shares of 
  capital stock of the Company has any rights to the 
  registration of shares of capital stock of the Company 
  which would or could require such securities to be included 
  in the Registration Statement.
  
       					(xxiii)  Subsequent to the respective dates 
  as of which information is given in the Registration 
  Statement and the Prospectus, except as described therein, 
  (i) there has not been any material adverse change in the 
  assets or properties, business, results of operations, 
  prospects or condition (financial or otherwise) of the 
  Company or any of its Subsidiaries, whether or not arising 
  from transactions in the ordinary course of business; (ii) 
  neither the Company nor any of its Subsidiaries has 
  sustained any material loss or interference with its 
  assets, businesses or properties (whether owned or leased) 
  from fire, explosion, earthquake, flood or other calamity, 
  whether or not covered by insurance, or from any labor 
  dispute or any court or legislative or other governmental 
  action, order or decree; and (iii) neither the Company nor 
  any of its Subsidiaries has undertaken any liability or 
  obligation, direct or contingent, except such liabilities 
  or obligations undertaken in the ordinary course of 
  business.
  
       					(xxiv)  The Company has filed all federal, 
  state, local and foreign income tax returns which have been 
  required to be filed and has paid all taxes indicated by 
  said returns and all assessments received by it to the 
  extent that such taxes have become due.
  
       					(xxv)  Each approval, consent, order, 
  authorization, designation, declaration or filing by or 
  with any regulatory, administrative or other governmental 
  body necessary in connection with the execution and 
  delivery by the Company of this Underwriting Agreement and 
  the consummation of the transactions herein contemplated 
  has been obtained or made and is in full force and effect.
  
       					(xxvi)  The Company and its Subsidiaries 
  hold all material licenses, certificates and permits from 
  governmental authorities which are necessary to the conduct 
  of their businesses and are in compliance with the terms 
  and conditions of such licenses, certificates and permits; 
  and the Company and its Subsidiaries have not infringed on 
  any patents, patent rights, trade names, trademarks or 
  copyrights, which infringement is material to the business 
  of the Company and its Subsidiaries taken as a whole.
  
       					(xxvii)  The Company and its Subsidiaries 
  are conducting their respective businesses in material 
  compliance with all applicable laws, rules and regulations 
  of the jurisdictions in which they are conducting business, 
  including, without limitation, the Americans with 
  Disabilities Act of 1990 and all applicable local, state 
  and federal employment, truth-in-advertising, franchising 
  and immigration laws and regulations, except where the 
  failure to be so in compliance would not have a material 
  adverse effect on the assets or properties, business, 
  results of operations, prospects or condition (financial or 
  otherwise) of the Company and its Subsidiaries taken as a 
  whole.
  
       					(xxviii)  No transaction has occurred 
  between or among the Company and any of its officers or 
  directors or any affiliate or affiliates of any such 
  officer or director that is required to be described in and 
  is not described or incorporated by reference in the 
  Registration Statement and the Prospectus.
  
       					(xxix)  The Company has not taken, nor will 
  it take, directly or indirectly, any action designed to or 
  which might reasonably be expected to cause or result in, 
  or which has constituted or which might reasonably be 
  expected to constitute, the stabilization or manipulation 
  of the price of shares of the Common Stock, to facilitate 
  the sale or resale of any of the Securities.
  
       					(xxx)  Commencing with the taxable year 
  beginning January 1, 1997, the Company will be organized 
  and operating in conformity with the requirements for 
  qualification as a "real estate investment trust" under the 
  Internal Revenue Code of 1986, as amended (the "Code").  
  The Company's method of operation will permit it to meet 
  and to continue to meet the requirements for taxation as a 
  real estate investment trust under the Code.  The Company 
  has no intention of changing its operations or engaging in 
  activities which would cause it to fail to qualify, or make 
  economically undesirable its continued qualification as, a 
  real estate investment trust.
  
       					(xxxi)  Neither the Company nor any 
  Subsidiary is an "investment company" within the meaning of 
  the Investment Company Act of 1940, as amended.
  
       					(xxxii)		The Securities have been 
  approved for listing subject to official notice of issuance 
  on the NYSE.
  
       		3.	Purchase, Sale and Delivery of Securities.  On 
  the basis of the representations, warranties and agreements 
  contained herein, but subject to the terms and conditions set 
  forth herein, the Company agrees to issue and sell the 
  Securities, severally and not jointly, to the several 
  Underwriters, and each of the Underwriters, severally and not 
  jointly, agrees to purchase from the Company, the number of 
  Securities set forth opposite that Underwriter's name in 
  Schedule A hereto, at a purchase price of $31.9175 per share 
  (the "Purchase Price") reflecting an underwriting discount equal 
  to 5.25%.
  
       The Securities to be purchased by the Underwriters 
  will be delivered by the Company to the office of PaineWebber 
  Incorporated at 1285 Avenue of the Americas, New York, New York 
  10019, in accordance with the terms of this Underwriting 
  Agreement and against payment of the purchase price therefore by 
  wire transfer of same day funds payable to the order of the 
  Company in the amount of $95,752,500 at the bank account 
  designated in writing by the Company at least one business day 
  prior to the Closing Date, at 10:00 a.m., New York time, on 
  September 24, 1997 (or if the NYSE or American Stock Exchange or 
  commercial banks in The City of New York are not open on such 
  day, the next day on which such exchanges and banks are open), 
  or at such other time not later than eight full business days 
  thereafter as the Underwriters and the Company mutually agree, 
  such time being herein referred to as the "Closing Date." If 
  requested by the Underwriters, the Securities will be prepared 
  in definitive form and in such authorized denominations and 
  registered in such names as the Underwriters may request upon at 
  least two business days' prior notice to the Company and will be 
  made available for checking and packaging at the Underwriters' 
  offices at least one business day prior to the Closing Date.
  
     		4.	Covenants.  The Company covenants and agrees with 
  the Underwriters that:
  
  					(a)  The Company will cause the Prospectus 
  Supplement to be filed as required by Section 2(a) hereof 
  (but only if the Underwriters or their counsel have not 
  reasonably objected thereto by notice to the Company after 
  having been furnished a copy a reasonable time prior to 
  filing) and will notify the Underwriters promptly of such 
  filing.  During the period in which a prospectus relating 
  to the Securities is required to be delivered under the Act 
  or such date which is 90 days after the Closing Date, 
  whichever is later, the Company will notify the 
  Underwriters promptly of the time when any subsequent 
  amendment to the Registration Statement has become 
  effective or any subsequent supplement to the Prospectus 
  has been filed, of any request by the Commission for any 
  amendment or supplement to the Registration Statement or 
  Prospectus or for additional information; the Company will 
  prepare and file with the Commission, promptly upon the 
  Underwriters' request, any amendments or supplements to the 
  Registration Statement or Prospectus that, in the 
  Underwriters' opinion, may be necessary or advisable in 
  connection with the Underwriters' distribution of the 
  Securities; and the Company will file no amendment or 
  supplement to the Registration Statement or Prospectus 
  (other than any prospectus supplement relating to the 
  offering of other securities registered under the 
  Registration Statement or any document required to be filed 
  under the Exchange Act that upon filing is deemed to be 
  incorporated by reference therein) to which the 
  Underwriters or their counsel shall reasonably object by 
  notice to the Company after having been furnished a copy a 
  reasonable time prior to the filing.
  
  					(b)  The Company will advise the 
  Underwriters, promptly after it shall receive notice or 
  obtain knowledge thereof, of the issuance by the Commission 
  of any stop order suspending the effectiveness of the 
  Registration Statement, of the suspension of the 
  qualification or registration of the Securities for 
  offering or sale in any jurisdiction, or of the initiation 
  or threatening of any proceeding for any such purpose; and 
  it will promptly use its best efforts to prevent the 
  issuance of any stop order or to obtain its withdrawal if 
  such a stop order should be issued.
  
  					(c)  The Company will comply with all 
  requirements imposed upon it by the Act, the 1933 Act Rules 
  and Regulations, the Exchange Act and the Exchange Act 
  Rules and Regulations as from time to time in force, so far 
  as necessary to permit the continuance of sales of, or 
  dealings in, the Securities as contemplated by the 
  provisions hereof and the Prospectus.  If during such 
  period where a prospectus relating to the Securities is 
  required to be delivered under the Act or such date which 
  is 90 days after the Closing Date, whichever is later, any 
  event occurs as a result of which, in the opinion of 
  Underwriters' counsel, the Registration Statement contains 
  an untrue statement of a material fact or omits to state a 
  material fact required to be stated therein or necessary to 
  make the statements therein not misleading or the 
  Prospectus as then amended or supplemented would include an 
  untrue statement of a material fact or omits to state a 
  material fact necessary to make the statements therein, in 
  the light of the circumstances then existing, not 
  misleading, or if during such period it is necessary to 
  amend or supplement the Registration Statement or 
  Prospectus to comply with the Act, the Company will 
  promptly notify the Underwriters and will amend or 
  supplement the Registration Statement or Prospectus (at the 
  expense of the Company) so as to correct such statement or 
  omission or effect such compliance.
  
  					(d)  The Company will furnish to the 
  Underwriters copies of the Registration Statement, the 
  Prospectus (including all documents incorporated by 
  reference therein) and all amendments and supplements to 
  the Registration Statement and Prospectus that are filed 
  with the Commission during the period in which a prospectus 
  relating to the Securities is required to be delivered 
  under the Act or such date which is 90 days after the 
  Closing Date, whichever is later (including all documents 
  filed with the Commission during such period that are 
  deemed to be incorporated by reference therein), in each 
  case as soon as available and in such quantities as the 
  Underwriters may from time to time reasonably request.
  
  					(e)  During the period of five years 
  commencing on the date upon which the Prospectus Supplement 
  is filed pursuant to Rule 424(b) under the Act, the Company 
  will furnish the Underwriters with copies of filings of the 
  Company under the Act and Exchange Act and with all other 
  financial statements and periodic and special reports it 
  distributes generally to the holders of any class of its 
  capital stock.
  
  					(f)  The Company will make generally 
  available to its security holders as soon as practicable, 
  and in the manner contemplated by Rule 158 of the 1933 Act 
  Rules and Regulations but in any event not later than 15 
  months after the end of the Company's current fiscal 
  quarter, an earning statement (which need not be audited) 
  covering a 12-month period beginning after the date upon 
  which the Prospectus Supplement is filed pursuant to Rule 
  424(b) under the Act that shall satisfy the provisions of 
  Section 11(a) of the Act and Rule 158 of the 1933 Act Rules 
  and Regulations and will advise the Underwriters in writing 
  when such statement has been made available.
  
  					(g)  Whether or not the transactions 
  contemplated by this Underwriting Agreement are consummated 
  or this Underwriting Agreement is terminated, the Company 
  will pay, or reimburse if paid by the Underwriters, all 
  costs and expenses incident to the performance of the 
  obligations of the Company under this Underwriting 
  Agreement, including but not limited to costs and expenses 
  of or relating to (i) the preparation, printing and filing 
  of the Registration Statement and exhibits thereto, each 
  preliminary prospectus, the Prospectus and any amendment or 
  supplement to the Registration Statement or the Prospectus, 
  (ii) the preparation and delivery of certificates 
  representing the Securities, (iii) the word processing, 
  printing and reproduction of this Underwriting Agreement, 
  (iv) the costs incurred by the Company in furnishing 
  (including costs of shipping, mailing and courier) such 
  copies of the Registration Statement, the Prospectus and 
  any preliminary prospectus, and all amendments and 
  supplements thereto, as may be requested for use in 
  connection with the offering and sale of the Securities by 
  the Underwriters or by dealers to whom Securities may be 
  sold, (v) the listing of the Securities on the NYSE, (vi) 
  any filings required to be made by the Underwriters with 
  the NASD, and the fees, disbursements and other charges of 
  Underwriters' counsel in connection therewith, (vii) the 
  registration or qualification of the Securities for offer 
  and sale under the securities or blue sky laws of such 
  jurisdictions designated by the Underwriters, including the 
  fees, disbursements and other charges of Underwriters' 
  counsel in connection therewith, and the preparation and 
  printing of a blue sky memoranda, (viii) counsel to the 
  Company, (ix) the transfer agent for the Securities and (x) 
  the Accountants.
  
  					(h)  If this Underwriting Agreement shall be 
  terminated pursuant to any of the provisions hereof or if 
  for any reason the Company shall be unable to perform their 
  obligations hereunder, the Company will reimburse the 
  Underwriters for all out-of-pocket expenses (including the 
  fees, disbursements and other charges of Underwriters' 
  counsel) reasonably incurred by the Underwriters in 
  connection herewith.
  
  					(i)  The Company will not at any time, 
  directly or indirectly, take any action designed to, or 
  which might reasonably be expected, to cause or result in, 
  or which has constituted or which might reasonably be 
  expected to constitute, the stabilization of the price of 
  the Common Stock to facilitate the sale or resale of any of 
  the Securities.
  
  					(j)  The Company will apply the net proceeds 
  from the sale of the Securities as set forth under the 
  caption "Use of Proceeds" in the Prospectus Supplement. 
  
  					(k)  The Company, its executive officers and 
  the members of its Board of Directors will not, directly or 
  indirectly, offer, sell, contract to sell, grant any option 
  to sell, or otherwise dispose of any shares of capital 
  stock or securities convertible into or exchangeable for, 
  or any rights to purchase or acquire, shares of capital 
  stock, except for the exercise of stock options outstanding 
  on the date hereof, prior to the expiration of 90 days from 
  the date of this Underwriting Agreement without the 
  Underwriters' prior written consent.
  
  					(l)  Commencing with its taxable year 
  beginning January 1, 1997, the Company will elect to, and 
  continue, to qualify as a "real estate investment trust" 
  under the Code, and will use its best efforts to continue 
  to meet the requirements to qualify as a "real estate 
  investment trust."
  
  		5.	Conditions of Underwriters' Obligations.  The 
  Underwriters obligation to purchase and pay for the Securities 
  as provided herein shall be subject to the accuracy, as of the 
  date hereof and the Closing Date (as if made at the Closing 
  Date), of the representations and warranties of the Company 
  herein, to the performance by the Company of their obligations 
  hereunder and to the following additional conditions:
  
  					(a)  The Registration Statement shall have 
  been declared effective under the Act; the Prospectus shall 
  have been filed as required by Section 2(a) hereof; and no 
  stop order suspending the effectiveness of the Registration 
  Statement shall have been issued and no proceeding for that 
  purpose shall have been instituted or, to the Underwriters' 
  knowledge or the knowledge of the Company, threatened by 
  the Commission, nor has any state securities authority 
  suspended the qualification or registration of the 
  Securities for offering or sale in any jurisdiction and any 
  request of the Commission for additional information (to be 
  included in the Registration Statement or the Prospectus or 
  otherwise) shall have been complied with the satisfaction 
  of the Underwriters and Underwriters' counsel.
  
  					(b)  The Underwriters shall not have advised 
  the Company that the Registration Statement or any 
  amendment thereto contains an untrue statement of fact that 
  in the opinion of the Underwriters or Underwriters' counsel 
  is material or omits to state a fact that in the opinion of 
  the Underwriters or Underwriters' counsel is material, and 
  is required to be stated therein or is necessary to make 
  the statements therein not misleading, or that the 
  Prospectus, or any amendment or supplement thereto, 
  contains an untrue statement of fact that in the opinion of 
  the Underwriters or Underwriters' counsel is material or 
  omits to state a fact that in the opinion of the 
  Underwriters or Underwriters' counsel is material, and is 
  necessary in light of the circumstance under which they 
  were made, to make the statements therein not misleading.
  
  					(c)  Except as contemplated in the 
  Prospectus Supplement, subsequent to the respective dates 
  as of which information is included or incorporated by 
  reference in the Registration Statement and the Prospectus, 
  there shall not have been any change, on a consolidated 
  basis, in the equity capitalization, short-term debt or 
  long-term debt of the Company,  or any adverse change, or 
  any development involving a prospective adverse change, in 
  the condition (financial or other), business, prospects, 
  net worth or results of operations of the Company or its 
  Subsidiaries or any adverse change in the rating assigned 
  to any securities of the Company, that, in the 
  Underwriters' judgment, makes it impractical or inadvisable 
  to offer or deliver the Securities on the terms and in the 
  manner contemplated in the Prospectus.
  
  					(d)  The Underwriters shall have received 
  the opinions of Jaeckle Fleischmann & Mugel, LLP, counsel 
  for the Company, and Piper & Marbury, L.L.P., special 
  Maryland counsel to the Company (as to which, Jaeckle 
  Fleischmann & Mugel, LLP and Rogers & Wells may rely on), 
  each dated the Closing Date, in form and substance 
  satisfactory to Underwriters' counsel to the effect that 
  
  					(i)  Each of the Company and its 
  Subsidiaries has been duly incorporated or formed, as 
  the case may be, and is validly existing as a 
  corporation, general or limited partnership, or other 
  legal entity, as the case may be, in good standing 
  under the laws of its jurisdiction of incorporation or 
  formation, as the case may be, and has full power 
  (corporate or other) and authority to conduct its 
  business as described in the Registration Statement 
  and Prospectus, and is duly qualified or registered to 
  do business in each jurisdiction in which it owns or 
  leases real property or in which the conduct of its 
  business requires such qualification or registration, 
  except where the failure to be so qualified or 
  registered, considering all such cases in the 
  aggregate, does not involve a material risk to the 
  business, properties, financial position or results of 
  operations of the Company and its Subsidiaries taken 
  as a whole;
  
  					(ii)  The Company has authorized and issued 
  capital stock as set forth in its Quarterly Report on 
  Form 10-Q for the quarter ended June 30, 1997, all of 
  the issued and outstanding shares of capital stock of 
  the Company have been duly and validly authorized and 
  issued; and all of the issued and outstanding shares 
  of capital stock of the Company are fully paid and 
  nonassessable and none of them was issued in violation 
  of any preemptive or other similar right.  The 
  Securities have been duly authorized by the Company 
  for issuance and sale and when issued and sold 
  pursuant to this Underwriting Agreement will be duly 
  and validly issued, fully paid and nonassessable and 
  none of them will have been issued in violation of any 
  preemptive or other similar right.  Except as 
  disclosed in the Registration Statement and the 
  Prospectus, there is no outstanding option, warrant or 
  other right calling for the issuance of, and, to the 
  knowledge of such counsel, no commitment, plan or 
  arrangement to issue, any share of capital stock of 
  the Company or any security convertible into, 
  exercisable for, or exchangeable for capital stock of 
  the Company.  Except as described in Schedule 1 
  thereto, no holder of any security of the Company has 
  the right to have any security owned by such holder 
  included for registration in the Registration 
  Statement or to demand registration of any security 
  owned by such holder during the 180 days after the 
  date of this Underwriting Agreement.  The issued and 
  outstanding capital stock of the Company and the 
  Securities conform, or will conform, in all material 
  respects to the descriptions thereof contained in the 
  Registration Statement and the Prospectus.  The form 
  of certificate used to evidence the Securities is in 
  due and proper form and complies with all applicable 
  statutory requirements, with any applicable 
  requirements of the Company's organizational documents 
  and with the requirements of the NYSE.
  
  					(iii)  The Registration Statement has become 
  effective under the Act, the Prospectus Supplement has 
  been filed as required by Section 2(a) hereof and, to 
  the best knowledge of such counsel, after due inquiry, 
  no stop order suspending the effectiveness of the 
  Registration Statement has been issued and no 
  proceeding for that purpose has been instituted or 
  threatened by the Commission;
  
  					(iv)  Each part of the Registration 
  Statement, when such part became effective, and the 
  Prospectus and any amendment or supplement thereto, on 
  the date of filing thereof with the Commission and at 
  the Closing Date, complied as to form in all material 
  respects with the requirements of the Act and the 1933 
  Act Rules and Regulations, and such counsel has no 
  reason to believe that either (i) any part of the 
  Registration Statement, when such part became 
  effective or was filed under the Act or Exchange Act, 
  contained an untrue statement of a material fact or 
  omitted to state a material fact required to be stated 
  therein or necessary to make the statements therein 
  not misleading or (ii) the Prospectus and any 
  amendment or supplement thereto, on the date of filing 
  thereof with the Commission or at the Closing Date, 
  included an untrue statement of a material fact or 
  omitted to state a material fact necessary to make the 
  statements therein, in the light of the circumstances 
  under which they were made, not misleading; and the 
  documents incorporated by reference in the 
  Registration Statement or Prospectus or any amendment 
  or supplement thereto, when they became effective 
  under the Act or were filed with the Commission under 
  the Act or Exchange Act, as the case may be, complied 
  as to form in all material respects with the 
  requirements of the Act or the Exchange Act, as 
  applicable, and the rules and regulations of the 
  Commission thereunder; it being understood that such 
  counsel need express no opinion as to the financial 
  statements or other financial data included in any 
  other documents mentioned in this clause;
  
  					(v)  The descriptions in the Registration 
  Statement and Prospectus of statutes, legal and 
  governmental proceedings, contracts and other 
  documents are accurate and fairly present the 
  information required to be shown; and such counsel 
  does not know of any statutes or legal or governmental 
  proceedings required to be described in the Prospectus 
  that are not described as required, or of any 
  contracts or documents of a character required to be 
  described in the Registration Statement or Prospectus 
  (or required to be filed under the Exchange Act if 
  upon such filing they would be incorporated by 
  reference therein) or to be filed as exhibits to the 
  Registration Statement that are not described and 
  filed as required;
  
  					(vi)  This Underwriting Agreement has been 
  duly authorized, executed and delivered by the 
  Company; the execution, delivery and performance of 
  this Underwriting Agreement and the consummation of 
  the transactions contemplated herein will not result 
  in a breach or violation of any of the terms and 
  provisions of, or constitute a default under, (a) any 
  statute, indenture, mortgage, deed of trust, voting 
  trust agreement, loan agreement, bond, debenture, note 
  agreement or evidence of indebtedness, lease, contract 
  or other agreement or instrument known to such counsel 
  to which the Company or its Subsidiaries are a party 
  or by which they are bound or to which any of the 
  property or other assets of the Company or its 
  Subsidiaries is subject, (b) the articles of 
  incorporation, by-laws, certificate of general or 
  limited partnership, partnership agreement, or other 
  organizational document of the Company or any of its 
  Subsidiaries, as applicable, or (c) any order, rule or 
  regulation known to such counsel of any court or 
  governmental agency or body having jurisdiction over 
  the Company or its Subsidiaries or any of their 
  properties or other assets; and no consent, approval, 
  authorization, notice to, order of, or filing with, 
  any court or governmental agency or body is required 
  for the consummation of the transactions contemplated 
  by this Underwriting Agreement in connection with the 
  issuance or sale of the Securities by the Company, 
  except such as have been obtained under the Act or 
  from the NYSE and the NASD;
  
  					(vii)  Commencing with the taxable year 
  beginning January 1, 1997, the Company has 
  continuously been organized and operated in conformity 
  with the requirements for qualification as a "real 
  estate investment trust" under the Code.  The 
  Company's method of operation will permit it to 
  continue to meet the requirements for taxation as a 
  "real estate investment trust" under the Code.  The 
  federal income tax treatment described in the 
  Prospectus under the caption "Federal Income Tax 
  Considerations" is accurate;
  
  					(viii)  The agreement of the Company that 
  for a period of 90 days from the date of this 
  Underwriting Agreement it will not, except for the 
  exercise of stock options outstanding on the date 
  hereof, without the Underwriters' prior written 
  consent, offer, sell, contract to sell, grant any 
  option to sell, or otherwise dispose of, directly or 
  indirectly, any shares of capital stock or securities 
  convertible into or exchangeable for, or any rights to 
  purchase or acquire, shares of capital stock owned by 
  it, has been duly and validly executed and delivered 
  by it and constitute the legal, valid and binding 
  obligation of the Company enforceable against it in 
  accordance with its terms, except as the 
  enforceability thereof may be limited by applicable 
  bankruptcy, insolvency, reorganization, moratorium or 
  other similar laws affecting the enforcement of 
  creditors' rights generally and by general equitable 
  principles;
  
  					(ix)  To the best of such counsel's 
  knowledge, neither the Company nor any of its 
  Subsidiaries is in violation of any term or provision 
  of their respective articles of incorporation, by-
  laws, certificate of general or limited partnership, 
  partnership agreement or other organizational 
  document, as applicable, or in violation of or default 
  under any indenture, mortgage, deed of trust, voting 
  trust agreement, loan agreement, bond, debenture, note 
  agreement or evidence of indebtedness, lease, 
  contract, permit, judgment, decree, order, statute, 
  rule or regulation;
  
  					(x)  To the best of such counsel's 
  knowledge, there is no litigation or governmental or 
  other proceeding or investigation, before any court or 
  before or by any public body or board pending or 
  threatened against, or involving the assets, 
  properties or businesses of, the Company or any of its 
  Subsidiaries, involving the Company's or any of its 
  Subsidiaries' officers or directors or to which any of 
  the Company's or any of its Subsidiaries' properties 
  or other assets is subject which would have a material 
  adverse effect upon the assets or properties, 
  business, results of operations, prospects or 
  condition (financial or otherwise) of the Company and 
  its Subsidiaries taken as a whole; and
  
  					(xi)  Neither the Company nor any of its 
  Subsidiaries is an "investment company" within the 
  meaning of the Investment Company Act of 1940, as 
  amended.
  
  					(e)  The Underwriters shall have received 
  from Rogers & Wells, Underwriters' counsel, such opinion or 
  opinions, dated the Closing Date, with respect to the 
  organization of the Company, the validity of the 
  Securities, the Registration Statement, the Prospectus and 
  other related matters as the Underwriters reasonably may 
  request, and such counsel shall have received such papers 
  and information as they request to enable them to pass upon 
  such matters.
  
  					(f)  At the time of execution of this 
  Underwriting Agreement and at the Closing Date, the 
  Underwriters shall have received a letter, dated the date 
  of delivery thereof, from Ernst & Young LLP, the 
  independent public accountants of the Company, in the form 
  previously agreed to by the Underwriters.
  
  					(g)  The Underwriters shall have received 
  from the Company a certificate, signed by the President or 
  a Vice President and by the principal financial or 
  accounting officer of the Company, dated the Closing Date, 
  to the effect that, to the best of their knowledge based 
  upon reasonable investigation:
  
  					(i)  The representations and warranties of 
  the Company in this Underwriting Agreement are true 
  and correct, as if made at and as of the Closing Date, 
  and the Company has complied with all the agreements 
  and satisfied all the conditions on its part to be 
  performed or satisfied at or prior to the Closing 
  Date;
  
  				(ii)  No stop order suspending the 
  effectiveness of the Registration Statement has been 
  issued, and no proceeding for that purpose has been 
  instituted or is threatened by the Commission nor has 
  any state securities authority suspended the 
  qualification or registration of the Securities for 
  offering or sale in any jurisdiction; 
  
  				(iii)  Since the effective date of the 
  Registration Statement, there has occurred no event 
  required to be set forth in an amendment or supplement 
  to the Registration Statement or Prospectus that has 
  not been so set forth, and there has been no document 
  required to be filed under the Exchange Act and the 
  Exchange Act Rules and Regulations of the Commission 
  thereunder that upon such filing would be deemed to be 
  incorporated by reference in the Prospectus that has 
  not been so filed; 
  
  				(iv)  Since the respective dates as of which 
  information is given in the Registration Statement and 
  the Prospectus, (a) there has not been, and no 
  development has occurred which could reasonably be 
  expected to result in, a material adverse change in 
  the general affairs, business, business prospects, 
  properties, management, condition (financial or 
  otherwise) or results of operations of the Company and 
  its Subsidiaries, taken as a whole, whether or not 
  arising from transactions in the ordinary course of 
  business, in each case other than as set forth in or 
  contemplated by the Registration Statement and the 
  Prospectus and (b) neither the Company nor any of its 
  Subsidiaries has sustained any material loss or 
  interference with its business or properties from 
  fire, explosion, flood or other casualty, whether or 
  not covered by insurance, or from any labor dispute or 
  any court or legislative or other governmental action, 
  order or decree, which is not set forth in the 
  Registration Statement and the Prospectus; and 
  
  					(v)  such other matters as the Underwriters 
  or Underwriters' counsel may reasonably request.
  
  					(h)  On or prior to the Closing Date, the 
  Underwriters shall have received the executed agreements 
  referred to in Section 4(k).
  
  					(i)  Prior to the Closing Date, the 
  Securities shall have been duly authorized for listing by 
  the NYSE upon official notice of issuance.
  
  					(j)  The NASD shall have approved the 
  underwriting terms and arrangements and such approval shall 
  not have been withdrawn or limited.
  
  					(k)  All such opinions, certificates, 
  letters and other documents will be in compliance with the 
  provisions hereof only if they are satisfactory in form and 
  substance to the Underwriters and Underwriters' counsel.  
  The Company will furnish the Underwriters with such 
  conformed copies of such opinions, certificates, letters 
  and other documents as the Underwriters shall reasonably 
  request and the Company shall furnish to the Underwriters 
  such further certificates and documents as the Underwriters 
  shall have reasonably requested.			
  
  				6.  Indennificaton and Contribution
  
  				(l)	The Company agrees to indemnify and 
  hold the Underwriters harmless, their directors, officers, 
  employees and agents and each person, if any, who controls 
  them within the meaning of Section 15 of the Act or Section 
  20 of the Exchange Act from and against any and all losses, 
  claims, liabilities, expenses and damages (including, but 
  not limited to, any and all investigative, legal and other 
  expenses reasonably incurred in connection with, and any 
  and all amounts paid in settlement of, any action, suit or 
  proceeding between any of the indemnified parties and any 
  indemnifying parties or between any indemnified party and 
  any third party, or otherwise, or any claim asserted), as 
  and when incurred to which the Underwriters, or any such 
  person, may become subject under the Act, the Exchange Act 
  or other federal or state statutory law or regulation, at 
  common law or otherwise, insofar as such losses, claims, 
  liabilities, expenses or damages arise out of or are based 
  on (i) any untrue statement or alleged untrue statement of 
  a material fact contained in any preliminary prospectus, 
  the Registration Statement or the Prospectus or any 
  amendment or supplement to the Registration Statement or 
  the Prospectus or in any documents filed under the Exchange 
  Act and deemed to be incorporated by reference into the 
  Prospectus, or in any application or other document 
  executed by or on behalf of the Company or based on written 
  information furnished by or on behalf of the Company filed 
  in any jurisdiction in order to qualify the Securities 
  under the securities or blue sky laws thereof or filed with 
  the Commission, (ii) the omission or alleged omission to 
  state in such document a material fact required to be 
  stated in it or necessary to make the statements in it not 
  misleading or (iii) any act or failure to act or any 
  alleged act or failure to act by the Underwriters in 
  connection with, or relating in any manner to, the 
  Securities or the offering contemplated hereby, and which 
  is included as part of or referred to in any loss, claim, 
  damage, liability or action arising out of or based upon 
  matters covered by clause (i) or (ii) above (provided that 
  the Company shall not be liable under this clause (iii) to 
  the extent it is finally judicially determined by a court 
  of competent jurisdiction that such loss, claim, damage, 
  liability or action resulted directly from any such acts or 
  failures to act undertaken or omitted to be taken by the 
  Underwriters through their gross negligence or willful 
  misconduct); provided that the Company will not be liable 
  to the extent that such loss, claim, liability, expense or 
  damage arises from the sale of the Securities in the public 
  offering to any person and is based on an untrue statement 
  or omission or alleged untrue statement or omission made in 
  reliance on and in conformity with information relating to 
  the Underwriters furnished in writing to the Company by the 
  Underwriters expressly for inclusion in the Registration 
  Statement or the Prospectus.  The Underwriters confirm to 
  the Company and the Company acknowledges that only the 
  following information appearing in the Prospectus with 
  respect to the public offering of the Securities has been 
  furnished to the Company by the Underwriters for use in the 
  Prospectus: (i) the names of the Underwriters contained on 
  the cover page and back cover page of the Prospectus 
  Supplement; (ii) the stabilization legend on the inside 
  front cover page of the Prospectus Supplement; and 
  (iii) the information in the first, second and sixth 
  paragraphs under the caption "Underwriting" in the 
  Prospectus Supplement.  This indemnity agreement will be in 
  addition to any liability that the Company might otherwise 
  have.
  
  					(m)	The Underwriters will indemnify and 
  hold harmless the Company, each person, if any, who 
  controls the Company within the meaning of Section 15 of 
  the Act or Section 20 of the Exchange Act, each director of 
  the Company and each officer of the Company who signs the 
  Registration Statement to the same extent as the foregoing 
  indemnity from the Company to the Underwriters, but only 
  insofar as losses, claims, liabilities, expenses or damages 
  arise out of or are based on any untrue statement or 
  omission or alleged untrue statement or omission made in 
  reliance on and in conformity with information relating to 
  the Underwriters furnished in writing to the Company by the 
  Underwriters expressly for use in the Registration 
  Statement, the preliminary prospectus or the Prospectus.  
  This indemnity will be in addition to any liability that 
  the Underwriters might otherwise have; provided, however, 
  that in no case shall the Underwriters be liable or 
  responsible for any amount in excess of the underwriting 
  discounts and commissions received by the Underwriters.
  
  					(n)	Any party that proposes to assert the 
  right to be indemnified under this Section 6 will, promptly 
  after receipt of notice of commencement of any action 
  against such party in respect of which a claim is to be 
  made against an indemnifying party or parties under this 
  Section 6, notify each such indemnifying party of the 
  commencement of such action, enclosing a copy of all papers 
  served, but the omission so to notify such indemnifying 
  party will not relieve it from any liability that it may 
  have to any indemnified party under the foregoing 
  provisions of this Section 6 unless, and only to the extent 
  that, such omission results in the forfeiture of 
  substantive rights or defenses by the indemnifying party.  
  If any such action is brought against any indemnified party 
  and it notifies the indemnifying party of its commencement, 
  the indemnifying party will be entitled to participate in 
  and, to the extent that it elects by delivering written 
  notice to the indemnified party promptly after receiving 
  notice of the commencement of the action from the 
  indemnified party, jointly with any other indemnifying 
  party similarly notified, to assume the defense of the 
  action, with counsel satisfactory to the indemnified party, 
  and after notice from the indemnifying party to the 
  indemnified party of its election to assume the defense, 
  the indemnifying party will not be liable to the 
  indemnified party for any legal or other expenses except as 
  provided below and except for the reasonable costs of 
  investigation subsequently incurred by the indemnified 
  party in connection with the defense.  The indemnified 
  party will have the right to employ its own counsel in any 
  such action, but the fees, expenses and other charges of 
  such counsel will be at the expense of such indemnified 
  party unless (1) the employment of counsel by the 
  indemnified party has been authorized in writing by the 
  indemnifying party, (2) the indemnified party has 
  reasonably concluded (based on advice of counsel) 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, (3) a 
  conflict or potential conflict exists (based on advice of 
  counsel to the indemnified party) between the indemnified 
  party and the indemnifying party (in which case the 
  indemnifying party will not have the right to direct the 
  defense of such action on behalf of the indemnified party) 
  or (4) the indemnifying party has not in fact employed 
  counsel to assume the defense of such action within a 
  reasonable time after receiving notice of the commencement 
  of the action, in each of which cases the reasonable fees, 
  disbursements and other charges of counsel will be at the 
  expense of the indemnifying party or parties. It is 
  understood that the indemnifying party or parties shall 
  not, in connection with any proceeding or related 
  proceedings in the same jurisdiction, be liable for the 
  reasonable fees, disbursements and other charges of more 
  than one additional firm admitted to practice in such 
  jurisdiction at any one time for all such indemnified party 
  or parties.  All such fees, disbursements and other charges 
  will be reimbursed by the indemnifying party promptly as 
  they are incurred. An indemnifying party will not be liable 
  for any settlement of any action or claim effected without 
  its written consent (which consent will not be unreasonably 
  withheld); provided however, no indemnifying party shall, 
  without the prior written consent of each indemnified 
  party, settle or compromise or consent to the entry of any 
  judgment in any pending or threatened claim, action or 
  proceeding relating to the matters contemplated by this 
  Section 6 (whether or not any indemnified party is a party 
  thereto), unless such settlement, compromise or consent 
  includes an unconditional release of each indemnified party 
  from all liability arising or that may arise out of such 
  claim, action or proceeding.  Notwithstanding any other 
  provision of this Section 6(c), if at any time an 
  indemnified party shall have requested an indemnifying 
  party to reimburse the indemnified party for fees and 
  expenses of counsel, such indemnifying party agrees that it 
  shall be liable for any settlement effected without its 
  written consent if (i) such settlement is entered into more 
  than 45 days after receipt by such indemnifying party of 
  the aforesaid request, (ii) such indemnifying party shall 
  have received notice of the terms of such settlement at 
  least 30 days prior to such settlement being entered into 
  and (iii) such indemnifying party shall not have reimbursed 
  such indemnified party in accordance with such request 
  prior to the date of such settlement.
  
  					(o)	In order to provide for just and 
  equitable contribution in circumstances in which the 
  indemnification provided for in the foregoing paragraphs of 
  this Section 6 is applicable in accordance with its terms 
  but for any reason is held to be unavailable from the 
  Company or the Underwriters, the Company and the 
  Underwriters will contribute to the total losses, claims, 
  liabilities, expenses and damages (including any 
  investigative, legal and other expenses reasonably incurred 
  in connection with, and any amount paid in settlement of, 
  any action, suit or proceeding or any claim asserted, but 
  after deducting any contribution received by the Company 
  from persons other than the Underwriters, such as persons 
  who control the Company within the meaning of the Act, 
  officers of the Company who signed the Registration 
  Statement and directors of the Company, who also may be 
  liable for contribution) to which the Company and the 
  Underwriters may be subject in such proportion as shall be 
  appropriate to reflect the relative benefits received by 
  the Company on the one hand and the Underwriters on the 
  other.  The relative benefits received by the Company on 
  the one hand and the Underwriters on the other shall be 
  deemed to be in the same proportion as the total net 
  proceeds from the offering (before deducting expenses) 
  received by the Company bear to the total underwriting 
  discounts and commissions received by the Underwriters, in 
  each case as set forth in the table on the cover page of 
  the Prospectus Supplement.  If, but only if, the allocation 
  provided by the foregoing sentence is not permitted by 
  applicable law, the allocation of contribution shall be 
  made in such proportion as is appropriate to reflect not 
  only the relative benefits referred to in the foregoing 
  sentence but also the relative fault of the Company on the 
  one hand, and the Underwriters, on the other, with respect 
  to the statements or omissions which resulted in such loss, 
  claim, liability, expense or damage, or action in respect 
  thereof, as well as any other relevant equitable 
  considerations with respect to such offering.  Such 
  relative fault shall be determined by reference to whether 
  the untrue or alleged untrue statement of a material fact 
  or omission or alleged omission to state a material fact 
  relates to information supplied by the Company or the 
  Underwriters, the intent of the parties and their relative 
  knowledge, access to information and opportunity to correct 
  or prevent such statement or omission.  The Company and the 
  Underwriters agree that it would not be just and equitable 
  if contributions pursuant to this Section 6(d) were to be 
  determined by pro rata allocation or by any other method of 
  allocation which does not take into account the equitable 
  considerations referred to herein.  The amount paid or 
  payable by an indemnified party as a result of the loss, 
  claim, liability, expense or damage, or action in respect 
  thereof, referred to above in this Section 6(d) shall be 
  deemed to include, for purpose of this Section 6(d), any 
  legal or other expenses reasonably incurred by such 
  indemnified party in connection with investigating or 
  defending any such action or claim.  Notwithstanding the 
  provisions of this Section 6(d), the Underwriters shall not 
  be required to contribute any amount in excess of the 
  underwriting discounts and commissions received by the 
  Underwriters and no person found guilty of fraudulent 
  misrepresentation (within the meaning of Section 11(f) of 
  the Act) will be entitled to contribution from any person 
  who was not guilty of such fraudulent misrepresentation.  
  For purposes of this Section 6(d), any person who controls 
  a party to this Underwriting Agreement within the meaning 
  of the Act will have the same rights to contribution as 
  that party, and each officer of the Company who signed the 
  Registration Statement will have the same rights to 
  contribution as the Company, subject in each case to the 
  provisions hereof.  Any party entitled to contribution, 
  promptly after receipt of notice of commencement of any 
  action against such party in respect of which a claim for 
  contribution may be made under this Section 6(d), will 
  notify any such party or parties from whom contribution may 
  be sought, but the omission so to notify will not relieve 
  the party or parties from whom contribution may be sought 
  from any other obligation it or they may have under this 
  Section 6(d).  Except for a settlement entered into 
  pursuant to the last sentence of Section 6(c) hereof, no 
  party will be liable for contribution with respect to any 
  action or claim settled without its written consent (which 
  consent will not be unreasonably withheld).
  
  					(p)	The indemnity and contribution 
  agreements contained in this Section 6 and the 
  representations and warranties of the Company contained in 
  this Underwriting Agreement shall remain operative and in 
  full force and effect regardless of (i) any investigation 
  made by or on behalf of the Underwriters, (ii) acceptance 
  of the Securities and payment therefor or (iii) any 
  termination of this Underwriting Agreement.
  
  		6.	Representations and Agreements to Survive 
  Delivery.  All representations, warranties and agreements of the 
  Company contained herein or in certificates delivered pursuant 
  hereto, and  the Underwriters' agreements contained in Section 6 
  hereof, shall remain operative and in full force and effect 
  regardless of any investigation made by or on behalf of the 
  Underwriters or any controlling persons, or the Company or any 
  of its officers, directors or any controlling persons, and shall 
  survive delivery of and payment for the Securities hereunder.
  
  		7.	Termination.  The Underwriters shall have the 
  right by giving notice as hereinafter specified at any time at 
  or prior to the Closing Date, to terminate this Underwriting 
  Agreement if (i) the Company shall have failed, refused or been 
  unable, at or prior to the Closing Date, to perform any 
  agreement on its part to be performed hereunder, (ii) any other 
  condition of the Underwriters' obligations hereunder is not 
  fulfilled when due, (iii) trading on the NYSE shall have been 
  wholly suspended, (iv) minimum or maximum prices for trading 
  shall have been fixed, or maximum ranges for prices for the 
  Common Stock shall have been required on the NYSE by the NYSE or 
  by order of the Commission or any other governmental authority 
  having jurisdiction, (v) a banking moratorium shall have been 
  declared by federal or New York authorities, or (vi) an outbreak 
  of major hostilities in which the United States is involved, a 
  declaration of war by Congress, any other substantial national 
  or international calamity or any other event or occurrence of a 
  similar character shall have occurred since the execution of 
  this Underwriting Agreement that, in the Underwriters' judgment, 
  makes it impractical or inadvisable to proceed with the 
  completion of the sale of and payment for the Securities.  Any 
  such termination shall be without liability of any party to any 
  other party with respect to Securities not purchased by reason 
  of such termination except that the provisions of Section 4(g) 
  and Section 6 hereof shall at all times be effective.  If the 
  Underwriters elect to terminate this Underwriting Agreement as 
  provided in this Section, the Company shall be notified promptly 
  by the Underwriters by telephone, telex or telecopy, confirmed 
  by letter.
  
  		8.	Notices.  All notices or communications hereunder 
  shall be in writing and if sent to the Underwriters shall be 
  mailed, delivered, telexed or telecopied and confirmed to the 
  Underwriters at 1285 Avenue of the Americas, New York, New York 
  10019, c/o Real Estate investment Banking, attention: David R. 
  Jarvis (with copy to Jay L. Bernstein, Esq., c/o Rogers & Wells, 
  200 Park Avenue, New York, New York 10166), or if sent to the 
  Company, shall be mailed, delivered, telexed or telecopied and 
  confirmed to Steven G. Rogers, c/o the Company at 300 One 
  Jackson Place, 188 East Capitol Street, Jackson, Mississippi 
  39201 (with copy to Joseph P. Kubarek, Esq., c/o Jaeckle 
  Fleischmann & Mugel, LLP, Fleet Bank Building, Twelve Fountain 
  Plaza, Buffalo, New York 14202-2292).  Any party to this 
  Underwriting Agreement may change such address for notices by 
  sending to the other party to this Underwriting Agreement 
  written notice of a new address for such purpose.
  
  		9.	Parties.  This Underwriting Agreement shall inure 
  to the benefit of, and be binding upon, the Company and the 
  Underwriters and their respective successors and the controlling 
  persons, officers, directors, employees and representatives 
  referred to in Section 6 hereof, and no other person will have 
  any right or obligation hereunder.
  
  		10.	Applicable Law.  This Underwriting Agreement 
  shall be governed by, and construed in accordance with, the laws 
  of the State of New York.
  
  		11.	Over-allotment Option.  
  
  		(a) In addition to the Securities being sold by the 
  Company and described in Section 1 hereof (which are referred to 
  herein as the "Firm Securities"), the Underwriters, at the 
  Underwriters' option, shall have the right to purchase from the 
  Company up to an aggregate 450,000 additional shares of Common 
  Stock ("Optional Securities").  The first two paragraphs of 
  Section 3 hereof shall be deemed to apply only to the purchase, 
  sale and delivery of the Firm Securities.  References in those 
  two paragraphs to the "Securities" shall be deemed to be 
  references to the "Firm Securities;" except as otherwise 
  provided in this Section 12, other references in this 
  Underwriting Agreement to the "Securities" shall be deemed to 
  include the Firm Securities and the Optional Securities.
  
  		(b)	Upon written notice from the Underwriters given 
  to the Company not more than 30 days subsequent to the date of 
  the public offering of the Securities, the Underwriters may 
  purchase all or less than all of the Optional Securities at the 
  purchase price per share to be paid for the Firm Securities.  
  Such Optional Securities may be purchased by the Underwriters 
  only for the purpose of covering over-allotments made in 
  connection with the sale of the Firm Securities.  No Optional 
  Securities shall be sold or delivered unless the Firm Securities 
  previously have been, or simultaneously are, sold and delivered.  
  The right to purchase the Optional Securities or any portion 
  thereof may be surrendered and terminated at any time upon 
  notice by the Underwriters to the Company.  The "Closing Date" 
  as defined in Section 3 hereof, shall be deemed to be the 
  "Closing Date," and the time for the delivery of, and payment 
  for, the Optional Securities, is herein referred to as the 
  "Option Closing Date" (which may be the Closing Date).  The 
  Option Closing Date shall be determined by the Underwriters but 
  shall be not later than 10 days after the Underwriters give to 
  the Company written notice of election to purchase Optional 
  Securities.  The preparation, registration, checking and 
  delivery of, and payment for, the Optional Securities shall 
  occur or be made in the same manner as provided in Section 3 
  hereof for the Firm Securities, except as the Underwriters and 
  the Company may otherwise agree.
  
  		(c)	The conditions to the Underwriters' obligations 
  set forth in Section 5 shall be deemed to be conditions to the 
  Underwriters' obligation to purchase and pay for the Securities 
  to be purchased on each of the Closing Date and the Option 
  Closing Date, as the case may be; references in that Section and 
  in Sections 2, 8 and 9 hereof to the "Closing Date" shall be 
  deemed to be references to the Closing Date or the Option 
  Closing Date, as the case may be, and references to the 
  "Securities" in Section 5 hereof shall be deemed to be 
  references to the Securities to be purchased at such Closing 
  Date.  A termination of this Underwriting Agreement as to the 
  Optional Securities after the Closing Date will not terminate 
  this Underwriting Agreement as to the Firm Securities.
  
  		13. Default by One or More of the Underwriters.  If, 
  on either the Closing Date or the Option Closing Date, any 
  Underwriter defaults in the performance of its obligations under 
  this Agreement, the remaining non-defaulting Underwriters shall 
  be obligated to purchase the Securities which the defaulting 
  Underwriter agreed but failed to purchase on such Closing Date 
  in the respective proportions which the number of Firm 
  Securities set forth opposite the name of each remaining non-
  defaulting Underwriter in Schedule A hereto bears to the total 
  number of Firm Securities set forth opposite the names of all 
  the remaining non-defaulting Underwriters in Schedule A hereto; 
  provided, however, that the remaining non-defaulting 
  Underwriters shall not be obligated to purchase any of the 
  Securities on such Closing Date if the total number of 
  Securities which the defaulting Underwriter or Underwriters 
  agreed but failed to purchase on such date exceeds 9.09% of the 
  total number of Securities to be purchased on such Closing Date, 
  and any remaining non-defaulting Underwriter shall not be 
  obligated to purchase more than 110% of the number of Securities 
  which it agreed to purchase on such Closing Date.  If the 
  foregoing maximums are exceeded, the remaining non-defaulting 
  Underwriters, or those other underwriters satisfactory to the 
  Underwriters who so agree, shall have the right, but shall not 
  be obligated, to purchase, in such proportion as may be agreed 
  upon among them, all the Securities to be purchased on such 
  Closing Date.  If the remaining Underwriters or other 
  underwriters satisfactory to the Underwriters do not elect to 
  purchase the Securities which the defaulting Underwriter or 
  Underwriters agreed but failed to purchase on such Closing Date, 
  this Agreement (or, with respect to the Option Closing Date, the 
  obligation of the Underwriters to purchase, and of the Company 
  to sell, the Option Securities) shall terminate without 
  liability on the part of any non-defaulting Underwriter or the 
  Company, except that the Company will continue to be liable for 
  the payment of expenses to the extent set forth in Sections 4(g) 
  and 4(h).  As used in this Agreement, the term "Underwriter" 
  includes, for all purposes of this Agreement unless the context 
  requires otherwise, any party not listed in Schedule A hereto 
  who, pursuant to this Section 13, purchases Firm Securities 
  which a defaulting Underwriter agreed but failed to purchase.
  
  		Nothing contained herein shall relieve a defaulting 
  Underwriter of any liability it may have to the Company for 
  damages caused by its default.  If other underwriters are 
  obligated or agree to purchase the Securities of a defaulting or 
  withdrawing Underwriter, either the Underwriters or the Company 
  may postpone the Closing Date for up to seven full business days 
  in order to effect any changes that in the opinion of counsel 
  for the Company or counsel for the Underwriters may be necessary 
  in the Registration Statement, the Prospectus or in any other 
  document or arrangement.
  
  		If the foregoing correctly sets forth the 
  understanding between the Company and the Underwriters, please 
  so indicate in the space provided below for that purpose, 
  whereupon this letter shall constitute a binding agreement 
  between the Company and the Underwriters.
  
                                    							Very truly yours,
  
                                    							PARKWAY PROPERTIES, INC.
  
                                    							By:	/s/ Sarah P. Clark	
                                   				 			   	Name: Sarah P. Clark	
                                   				 			   	Title: Vice President, CFO,
                                            									 Treasurer and Secretary
  
  ACCEPTED as of the date first above
    written
  
  PAINEWEBBER INCORPORATED
  
  By:	/s/ David R. Jarvis	                               
     	Name: David R. Jarvis
     	Title:	 Managing Director
  
  For itself and as Representative
  of the several Underwriters named 
  in Schedule A hereto
  
                                SCHEDULE A
  
  Underwriter	                                                 Number of
  -----------                                                	  Shares  
                                                               ---------
  
  PaineWebber Incorporated....................................	1,040,000
  A.G. Edwards & Sons, Inc. ....................................	650,000
  Morgan Keegan & Company, Inc.	.................................455,000
  Wheat, First Securities, Inc.	.................................455,000
  J.C. Bradford & Co. ..........................................	100,000
  Harris Webb & Garrison, Inc. .................................	100,000
  Raymond James & Associates, Inc. .............................	100,000
  The Robinson-Humphrey Company, Inc.	...........................100,000
                                                               ---------
  				Total...................................................	3,000,000
                                                               =========
  
                             	SCHEDULE B
  
  Subsidiaries
  ------------
  1.	 Parkway Realty Services, Inc.
  2.	 Parkway Congress Corporation
  3. 	Parkway Atlanta, Inc.
  4. 	Parkway Houston, Inc.
  5.	 Parkway Ridgewood, Inc.
  6. 	Parkway Virginia, Inc.
  7.	 Parkway Capitol, Inc.
  8. 	Parkway Carolina, Inc.
  9 .	Parkway Lamar, Inc.
  10.	Parkway Properties, L.P.
  11.	Parkway Properties General Partners, Inc.
  12.	Parkway Texas Corp.
  13.	Golf Properties, Inc.* 
  14.	Sugar Creek Center Corp.
  15.	Wink/Parkway Partnership
  
  ----------------------------
  *The Company owns no voting shares of Golf Properties, Inc. only non-voting
  shares/
  
                                	SCHEDULE C
  
  Entities with Registration Rights
  
  1.	Delaware Group Dividend and Income Fund, Inc.
  2.	Delaware Pooled Trust, Inc. for the Real Estate
    	Investment Trust Portfolio
  3.	Charter Oak Partners
  4.	Pennsylvania Public School Employees Retirement System
  5.	Morgan Stanley U.S. Real Estate (Retail)
  6.	Morgan Stanley Institutional Fund Real Estate Portfolio
  7.	MS SIVAC Real Estate