content: 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):   April 27, 1995 
                                                      --------------
  
  
                                      THE PARKWAY COMPANY
  - ------------------------------------------------------------------
                    (Exact name of Registrant as specified in its charter)
  
  
  
  Texas                      0-12505                   74-2123597
  - ------------------------------------------------------------------
  (State or other      Commission File Number)       (IRS Employer
  jurisdiction of                                    Identification
  incorporation)                                         Number)
  
  
  300 One Jackson Place, 188 E. Capitol St., Jackson, MS  39201    
  - -------------------------------------------------------------------
  (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)
  
  
  <PAGE>
                                          FORM 8-K
  
                                      THE PARKWAY COMPANY
  
  
  Item 2.           Acquisition or Disposition of Assets.
  
                          On April 27, 1995, Parkway Acquisition Corporation
                    ("PAC"), a wholly-owned subsidiary of The Parkway Company
                    ("Parkway"), merged with and into EB, Inc. ("EB").  Under
                    the terms of the Merger, EB became a wholly-owned
                    subsidiary of Parkway.  Shareholders of EB received a
                    cash payment in the amount of eight dollars ($8.00) plus
                    sixty-two point three one hundredths (.6230) of one share
                    of The Parkway Company for each share of EB owned by
                    them, resulting in the issuance by Parkway of an
                    aggregate of approximately 430,413 shares.  Information
                    regarding EB, its assets, the principles followed in
                    determining the amount of shares issued by Parkway in the
                    merger, and the nature of certain relationships between
                    EB and its affiliates and Parkway and its affiliates is
                    contained in the Joint Proxy Statement/Prospectus of
                    Parkway and EB dated March 29, 1995, which is incorporated
                    herein by this reference.
  
                          The unaudited Pro Forma Consolidated Financial
                    Statements that are attached as an Exhibit hereto are
                    based on Congress Street Properties, Inc.'s ("Congress
                    Street"), Parkway's and EB's historical financial data as
                    adjusted to give effect to the business combinations
                    involving Parkway's subsidiaries and EB and Congress Street on
                    on the basis described in the notes thereto.
  
  
  Item 7.           Financial Statements and Exhibits.
  
                          (a)   Financial Statements of EB
  
                          The following audited financial statements of EB are
                    attached in an Exhibit hereto: 
  
  
                             EB,INC.                                          Page
  
  Independent Auditor's Report
  Balance Sheets - as of December 31, 1994 and 1993                              
  Statements of Income - for the years ended
    December 31, 1994 and 1993                                                   
  Statements of Cash Flows - for the years ended
    December 31, 1994 and 1993                                                   
  Statements of Changes in Stockholders' Equity - for 
    the years ended December 31, 1994 and 1993                                   
  Notes to Financial Statements                                                  
  
  
  
                          (b)   Pro Forma Consolidated Financial Statements.
              
                          The unaudited Pro Forma Consolidated Financial
                    Statements are attached in an Exhibit hereto.
  
  
                               THE PARKWAY COMPANY                         Page
                                                                           ----
  
  Pro Forma Consolidated Balance Sheet (Unaudited) -
    As of December 31, 1994                                         
  Pro Forma Consolidated Statements of Income (Unaudited) -
    For the Twelve Months Ended June 30, 1994                       
  Pro Forma Consolidated Statements of Income (Unaudited) -         
    For the six Months ended December 31, 1994                      
        
  
                          (c)   Exhibits.
                                --------
  
                          The following exhibits are filed herewith or
                    incorporated herein by reference:
  
                          (2)   Agreement and Plan of Merger among Parkway,
                                Parkway Acquisition Corporation and EB dated
                                as of October 28, 1994 (as amended by the
                                First Amendment to Agreement and Plan of
                                Merger dated January 5, 1995) incorporated by
                                reference to Appendix B of the Joint Proxy
                                Statement/Prospectus which is incorporated by
                                reference to the Rule 424(b)(3) filing of same
                                on March 31, 1995.  Parkway agrees to furnish
                                supplementally to the Commission upon request
                                a copy of any omitted schedule or exhibit to
                                the Agreement and Plan of Merger.
  
  <PAGE>
  
  
  
  
  
                                           FORM 8-K
  
                                      THE PARKWAY COMPANY
  
  
  
                                          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.
  
  DATED:            March 12, 1995
  
                                     THE PARKWAY COMPANY
  
  
  
                                   BY: /s/ Sarah P. Clark
                                       ------------------------------ 
                                       Sarah P. Clark, Vice President
                                       and Chief Financial Officer
  
  INDEPENDENT AUDITORS' REPORT
  
  
  Board of Directors and Stockholders
  EB, Inc.
  Jackson, Mississippi
  
  
  We have audited the accompanying balance sheets of EB, Inc. as of
  December 31, 1994 and 1993 and the related statements of income,
  changes in stockholders' equity and cash flows for the years then
  ended.  These financial statements are the responsibility of the
  Company's management.  Our responsibility is to express an opinion
  on these financial statements based on our audits.
  
  We conducted our audits in accordance with generally accepted
  auditing standards.  Those standards require that we plan and
  perform the audit to obtain reasonable assurance about whether the
  financial statements are free of material misstatement.  An audit
  includes examining, on a test basis, evidence supporting the
  amounts and disclosures in the financial statements.  An audit also
  includes assessing the accounting principles used and significant
  estimates made by management, as well as evaluating the overall
  financial statement presentation.  We believe that our audits
  provide a reasonable basis for our opinion.
  
  In our opinion, such financial statements present fairly, in all
  material respects, the financial position of EB, Inc. as of
  December 31, 1994 and 1993 and the results of its operations and
  its cash flows for the years then ended, in conformity with
  generally accepted accounting principles.
  
  As discussed in Note 3 to the financial statements, in 1994, the
  Company changed its method of accounting for its investment
  securities.
  
  
  
  
  
  
  
  /s/ Deloitte & Touche LLP
  
  Jackson, Mississippi                                              
  March 29, 1995
  
  
  
  <PAGE>
  Balance Sheets 
  (In thousands)
                                                  December 31       
                                            ----------------------
                                               1994        1993   
                                            ----------  ---------- 
  Assets                                                
  
    Cash and cash equivalents.............. $    7,517  $      442
    Investment in common stock - available 
      for sale.............................     13,312       9,930
    Mortgage-backed derivative securities
      (approximate fair value $35 in 1994 
      and $134 in 1993)....................         35         134
    Loans, net of allowance for loan losses
      of $5,117 in 1994 and $5,381 in 1993.     12,635      16,344
    Real estate held for sale..............      1,510       3,337
    Interest and other receivables and 
      other assets.........................        389         517
                                            ----------  ---------- 
                                            $   35,398  $   30,704
                                            ==========  ========== 
  Liabilities and Stockholders' Equity
  
  Liabilities 
  
    Accounts payable and accrued expenses.. $    1,689  $    1,428
                                            ----------  ----------
                                                 1,689       1,428
                                            ----------  ----------
  Stockholders' Equity
  
    Common stock, stated value $2 per share,  
      authorized 25,000,000 shares; issued 
      and outstanding - 1,450,117 shares in 
      1994 and 1993........................      2,900       2,900 
    Paid-in capital........................     30,017      30,452
    Deficit................................     (2,590)     (4,076)
    Unrealized gain on available for sale
      securities                                 3,382           - 
                                            ----------  ----------
                                            $   33,709  $   29,276
                                            ----------  ----------
                                            $   35,398  $   30,704
                                            ==========  ==========
  
  
  
  
  
  
  
  
  
  
  - -------------------------------------------------------------------
                               See notes to financial statements
  Statements of Income
  (In thousands, except per share data)
  
                                        Year Ended December 31   
                                      --------------------------
                                         1994          1993    
                                      -----------    -----------
  
  Revenue 
    Interest on loans................    $  1,926       $  2,196
    Dividend income..................         351            316
    Gain from sale of mortgage 
      backed derivative security.....          44             68
    Other............................         301            248
                                         --------       -------- 
                                            2,622          2,828
                                         --------       --------
  Expenses
    Provision for loan losses........           -            794
    Real estate held for sale:
      Net operations, gains and 
        losses.......................         281            112
      Depreciation...................          35             48
      Provision for losses...........          55          1,589
    Interest.........................           -            385
    Other operating expenses.........         765            949
                                         --------       --------
                                            1,136          3,877
                                         --------       --------
  Income (Loss) from continuing 
    operations.......................       1,486         (1,049)
  
  Discontinued operations
    Income from discontinued banking
      operations.....................           -          1,001
    Gain on sale of discontinued
      banking operations.............           -          4,992
                                         --------       --------
                                                -          5,993
                                         --------       --------
  Net income.........................    $  1,486       $  4,944 
                                         ========       ========
  Net income (loss) per share:
    From continuing operations.......    $   1.03       $   (.72)
    From discontinued operations.....           -           4.13
                                         --------       --------
    Net income per share.............    $   1.03       $   3.41 
                                         ========       ========
  Weighted average shares outstanding.      1,450          1,450
                                         ========       ========
  
  
  
  
  
  - ------------------------------------------------------------------
                               See notes to financial statements
  Statements of Changes in Stockholders' Equity 
  (In thousands)
  
                                          Year Ended December 31  
                                        -------------------------
                                           1994           1993   
                                        ----------     ----------  
  Common Stock
    Balance at beginning of year.....   $    2,900     $    2,903
    Purchase and retirement of 
      treasury stock.................            -             (3)
                                        ----------     ----------
    Balance at end of year...........        2,900          2,900
                                        ----------     ----------
  Paid-in Capital 
    Balance at beginning of year.....       30,452         30,464
    Purchase and retirement of 
      treasury stock.................            -            (12)
    Cash dividends declared and paid 
      ($.30 in 1994).................         (435)             -
                                        ----------     ----------
    Balance at end of year...........       30,017         30,452
                                        ----------     ----------
  Retained Earnings (Deficit)
    Balance at beginning of year.....       (4,076)        (9,020)
    Net income for the year..........        1,486          4,944
                                        ----------     ----------
    Balance at end of year...........       (2,590)        (4,076)
                                        ----------     ----------
  
  Unrealized Gain on Available for Sale Securities
    Balance at beginning of year.....            -              - 
    Unrealized gain on available for 
      sale securities:
        Adoption of FASB 115.........          933              -
        Change during year...........        2,449              -
                                        ----------     ----------
    Balance at end of year...........        3,382              -
                                        ----------     ----------
   
  Total Stockholders' Equity.........   $   33,709     $   29,276
                                        ==========     ==========
  
  
  
  
  
  
  
  
  
  
  
  
  
  - ------------------------------------------------------------------
                               See notes to financial statements
  Statements of Cash Flows 
  (In thousands)
                                         Year Ended December 31    
                                       -------------------------
                                          1994           1993     
                                       ----------     ----------
  Operating Activities
   Net income........................  $    1,486     $    4,944
   Adjustments to reconcile net 
     income to net cash provided by 
     operating activities:
     Provision for loan losses.......           -            794
     Provision for real estate 
       held for sale losses..........          55          1,589 
     Gain on sale of mortgage-backed
       derivative securities.........         (44)           (68)
     Gain on sale of discontinued 
       banking operations............           -         (4,992) 
     Loss on sale of real estate held 
       for sale......................          99              -
     Amortization of loan discounts..         (69)           (77)  
     Depreciation....................          35             48
     Net decrease (increase) in other 
       assets........................         128           (506)
     Net increase (decrease) in other 
       liabilities...................          88         (1,300)
                                       ----------     ----------
   Net cash provided by operating 
     activities......................       1,778            432
                                       ----------     ----------
  Investing Activities
   Proceeds from sale of discontinued 
     banking operations..............           -            100  
   Advances on existing loans........         (26)             -
   Receipts from mortgage-backed 
     derivative securities...........          11            125
   Proceeds from sale of mortgage-
     backed derivative security......         132            200
   Loan repayments...................       3,980          6,676 
   Proceeds from sale of real estate 
     held for sale...................       1,635          2,918 
                                       ----------     ----------
  Net cash provided by investing 
    activities.......................       5,732         10,019
                                       ----------     ----------
  Financing Activities
   Purchase of treasury stock........           -            (15)
   Repayments of long term debt......           -        (22,317) 
   Proceeds from bank borrowings.....           -         10,000
   Decrease in net liabilities of
     discontinued banking operations.           -           (887)
   Dividends paid....................        (435)             -
                                       ----------     ----------
  Net cash used in financing 
    activities.......................        (435)       (13,219)
                                       ----------     ----------
  
  Increase (decrease) in cash and 
    cash equivalents.................       7,075         (2,768) 
  Cash and cash equivalents at 
    beginning of year................         442          3,210
                                       ----------     ----------
  Cash and cash equivalents at end 
    of year..........................  $    7,517     $      442
                                       ==========     ==========
  - ------------------------------------------------------------------
                               See notes to financial statements
  <PAGE>
  Notes to Financial Statements
  
  1.  Basis of Presentation and Accounting Policies 
  
      A.  Basis of Presentation
  
          The financial statements for all periods reflect the sale
  of assets to Sunburst Bank, Mississippi ("Sunburst") and assumption
  of liabilities by Sunburst and the related results of operations
  described in Note 2 to the financial statements as discontinued
  operations.  Sunburst identified, as of April 30, 1992, those
  assets it would not purchase and those liabilities it would not
  assume and which, therefore, would be retained by EB ("retained
  assets").  Balances and actual operating results for these retained
  assets have been presented in the financial statements.  All other
  asset and liability balances have been presented as net liabilities
  of discontinued banking operations.
  
          Income from discontinued operations, net, for 1993 includes
  all operating activities related to assets sold and liabilities
  assumed.
  
      B.  Cash Equivalents
  
          For purposes of cash flows, the Company considers all
  highly liquid investments including interest bearing bank accounts
  and investments with maturities of three months or less when
  purchased as cash equivalents.
  
      C.  Investment in Common Stock - Available for Sale
  
          On January 1, 1994, the Company adopted Statement of
  Financial Accounting Standards No. 115 "Accounting for Certain
  Investments in Debt and Equity Securities" and classified its
  investment in common stock as securities available-for-sale.  The
  investment in common stock is carried at fair value with the
  unrealized gain or loss presented as a separate component of
  stockholders' equity.  Any recognized gains or losses from the
  actual sale of the investment in common stock is recorded in the
  statement of operations.  The cost of investments in common stock
  sold is determined on the specific identification method. Dividend
  income is recorded upon the declaration of a cash dividend.
  Aggregate net unrealized losses were included in stockholders'
  equity unless there was an indication that the decline in market
  value was other than temporary, in which case the writedown to
  market value was classified in the statements of income as a loss
  on investments.
  
              Prior to 1994, investments in common stock were valued at the
  lower of cost or market value on an aggregate basis. 
  
  
  
  
  
  
  
      D.  Mortgage-Backed Derivative Securities
  
          Investments in the residual interest of collateralized
  mortgage obligations are recorded at cost and adjusted for
  amortization determined on the basis of estimated level yields
  expected to be realized over the remaining life of the investments. 
  Such estimated yields are re-assessed quarterly and the effect of
  revisions, if any, is recognized prospectively.  Gains and losses
  on sales of securities are recognized on a specific identification
  basis.
      
      E.  Revenue Recognition on Loans
  
              Interest on loans is calculated using the simple interest
  method on daily balances of the principal amount outstanding.  The
  Company's policy is to provide an allowance for uncollected
  interest on loans delinquent for 90 days or more.  Accrual of
  interest is stopped on a loan when management believes that
  collection of interest is doubtful.
  
      F.  Allowance for Loan Losses
  
          The allowance for loan losses is established through a
  provision for loan losses charged to expense.  Loans are charged
  against the allowance for loan losses when management believes that
  the collectibility of the principal is unlikely.  The allowance is
  an amount that management believes will be adequate to absorb
  possible losses on existing loans that may become uncollectible,
  based on evaluations of the collectibility of loans and prior loan
  loss experience.  The evaluations take into consideration such
  factors as changes in the nature and volume of the loan portfolio,
  overall portfolio quality, review of specific problem loans, and
  current economic conditions that may affect the borrower's ability
  to pay.
  
      G.  Real Estate Held for Sale
  
          Real estate held for sale represents properties that have
  been acquired in satisfaction of debt or in-substance foreclosed. 
  In-substance foreclosures are properties in which borrowers have
  little or no remaining equity, have effectively abandoned control
  of the property, and repayment can only be expected to come from
  the sale of the property or from its operations.  Real estate held
  for sale is carried at the lower of cost or estimated fair value
  less estimated cost of sale.  Any valuation adjustments required
  prior to foreclosure are charged to the allowance for possible loan
  losses to the extent such losses had previously been recorded.  Any
  adjustment above that amount is recorded as a loss upon
  foreclosure.  Costs of operating and maintaining the properties,
  net of related income, are charged to cost of operations of real
  estate held for sale as incurred.
  
          The recognition of gains on the sale of properties is
  dependent upon the transaction meeting certain criteria relating to
  the type of property sold and the terms of the sale.  Under certain
  circumstances, usually involving continuing seller involvement in
  the property as a lender, the gain is deferred until the criteria
  are met.
  
          The amounts EB could ultimately recover from these assets
  could differ materially from the amounts used in arriving at the
  assets net carrying value because of future market factors beyond
  EB's control or changes in EB strategy for recovering its
  investment.
  
      H.  Income Taxes
  
          In 1993, the Company adopted Statement of Financial
  Accounting Standards, No. 109, "Accounting for Income Taxes" which
  requires recognition of deferred tax liabilities and assets for the
  expected future tax consequences of events that have been included
  in the financial statements or tax returns.  Under this method,
  deferred tax liabilities and assets are determined based on the
  difference between the financial statement and tax bases of assets
  and liabilities using enacted tax rates in effect in the years in
  which the differences are expected to reverse.
  
      I.  Thrift Savings Plan and 401(k) Plan
  
          EB had a Thrift Savings Plan that was converted to a 401(k)
  Plan in July, 1992.  This plan covered substantially all of its
  employees.  Matching contributions to the 401(k) Plan were
  discontinued on February 28, 1993, and the plan was terminated on
  April 15, 1993.
  
      J.  Income (Loss) Per Common Share
  
          Income (loss) per common share is computed using the
  weighted average number of common shares and common share
  equivalents outstanding during the year.
  
      K.  Reclassifications
   
          Certain reclassifications have been made in the 1993
  financial statements to conform to the 1994 presentation.
  
  2.  Asset Sale and Liability Assumption of Discontinued Banking
  Operations, Corporate Reorganization and Name Change
  
       On February 28, 1993, after necessary regulatory approvals,
  together with stockholder approval, were obtained, Eastover Bank
  for Savings ("Eastover Bank") sold a significant portion of its
  assets to Sunburst, a wholly-owned subsidiary of Grenada Sunburst
  System Corporation ("Grenada" or "GSSC"), and Sunburst assumed all
  of Eastover Bank's deposit liabilities together with certain other
  liabilities in exchange for Eastover Bank receiving 438,889 shares
  of Grenada common stock valued at $9,930,000 (on March 1, 1993) and
  $100,000 in cash.
  
       As one of the conditions precedent to closing, Eastover Bank's
  subsidiaries, Carleton, Ceylon and, Guaranty and Guaranty's
  subsidiary were merged into Eastover Bank and ceased their
  corporate existence.  At closing, Eastover Bank's charter was
  amended in order to change the name and organizational nature of
  Eastover Bank from a Mississippi-chartered savings bank to a
  Mississippi corporation to be known as EB, Inc.  After the
  amendment, the Company is no longer a depository institution, can
  no longer accept insured deposits and is no longer subject to
  regulation and supervision by the Office of Thrift Supervision or
  the Federal Deposit Insurance Corporation.
  
       As part of the transaction, Sunburst agreed to make loans to
  EB in an amount equal to the net liabilities which Sunburst would
  assume in the form of two term loans not to exceed $20 million. 
  These loans were collateralized by substantially all of the assets
  of EB and had an interest rate of two percent over the prime rate,
  provided that the note rate would not be less than six percent nor
  in excess of ten percent.  The loans provided for mandatory
  prepayments based upon specified percentages of the proceeds
  resulting from the repayment and liquidation of EB's assets.  In
  addition, the loans contained covenants affecting EB's permitted
  activities, payment of dividends, incurring additional debt, and
  the sale of Grenada stock received as consideration.  
  
       Net liabilities of discontinued banking operations consisted
  of the following liabilities which were assumed and assets which
  were purchased.  Sunburst assumed the liabilities and purchased the
  assets at their net carrying value.  The transaction with Sunburst
  was settled based on balances as of March 1, 1993. 
  
                                                                    
                                          March 1
                                            1993
                                        ------------
                                        (In thousands)
  Liabilities Assumed
    Deposits.........................  $    395,941
    Borrowed money...................        10,025
    Other liabilities................         2,734
                                       ------------
      Total liabilities..............       408,700
                                       ------------
  
  Assets Purchased
    Cash.............................        16,032
    Securities.......................       138,556
    Loans............................       239,542
      Less: Unearned income..........        (5,326)
            Allowance for loan losses        (4,935)
                                       ------------
      Net loans......................       229,281
    Premises and equipment...........         6,624
    Federal Home Loan Bank stock.....         1,919
    Other assets.....................         3,971
                                       ------------
      Total assets...................       396,383
                                       ------------
  Net liabilities assumed by Sunburst  $     12,317
                                       ============
  
  
       A gain of $4,992,000 was recognized on the sale to Sunburst. 
  This gain is computed as follows (dollars in thousands):
  
       Liabilities assumed by Sunburst                   $ 408,700
       Value of stock received                               9,930
       Cash received                                           100
                                                         ---------
                                                         $ 418,730
       Less:
         Basis of assets sold                             (396,383)
         Loans made to EB                                  (12,317)
         Writeoff of deferred charges                       (4,025)
         Costs of sale                                      (1,013)
                                                         ---------
       Gain                                              $   4,992
                                                         =========  
        
       Revenues related to discontinued banking operations
  approximated $6,000,000 in 1993.
  
  3.  Investment in Common Stock
  
      The Company's investment in common stock consists of the
  following:
  
                                    December 31, 1994               
                      -----------------------------------------------
                                               Gross 
                       Ownership             Unrealized 
                      Percentage    Cost       Gain       Fair Value 
  
                      ----------  --------  ----------  ------------
                                     (in thousands)
      Union Planters                                       
      Corporation...     1.6%      $9,930     $2,449       $13,312
                         ====      ======     ======       =======
  
                                     December 31, 1993         
                      ----------------------------------------------
                                              Gross
                      Ownership             Unrealized    
                      Percentage    Cost       Gain       Fair Value 
  
                      ----------  --------  ----------  ------------
                                      (In thousands)
      Grenada Sunburst 
      System Corp...    4.6%       $9,930     $  933       $10,863
                        ====       ======     ======       =======
  
              On December 31, 1994, Grenada merged with GSSC Acquisition
  Corporation, Inc., a wholly-owned subsidiary of Union Planters
  Corporation, a Tennessee corporation ("UPC"), resulting in EB
  receiving 1.453 shares of common stock of UPC in exchange for each
  share of common stock of Grenada.  This resulted in EB owning
  637,705 shares of UPC stock which represents approximately 1.6% of
  the UPC outstanding shares.
  
              In 1994, the Company adopted Statement of Financial Accounting
  Standards No. 115 "Accounting for Certain Investments in Debt and
  Equity Securities" and classified its investment in common stock as
  securities available-for-sale.  Accordingly, as of December 31,
  1994, the investment in UPC stock is carried at fair value of
  $20.875 per share with the unrealized gain of $3,382,000 presented
  as a separate component of stockholders equity.  No investments in
  common stock were sold during 1994.
  
              Securities classified as held for sale in 1993 were carried at
  the lower of aggregate cost or market.
  
  4.  Loans
  
      The table which follows sets forth by type of secured property
  the number  and amount of EB's loan portfolio at December 31, 1994
  and 1993 (dollars in thousands):
  
  
                                   As of December 31              
                        -------------------------------------------
                                1994                  1993        
                        ---------------------  --------------------
                             Outstanding            Outstanding
                         Number                 Number              
                           of      Principal      of      Principal
                         Loans      Balance     Loans      Balance  
                        --------  -----------  --------  ----------
  Real Estate Loans
    Mississippi:
      One-to four-family 
        residential.        53    $     1,505        76  $    2,247
      Multi-family 
        residential.....     3          2,233         4       2,410
      Office Space......     2             94         1          42
      Motel.............     4          3,059         4       3,249
      Industrial and 
        warehouse.......     1             44         2         971
      Land and lots.....     3            260         3         300 
    Other...............     7          1,061        11       1,794
                         -----    -----------     -----  ----------
                            73          8,256       101      11,013
                         -----    -----------     -----  ----------
    Other states:
      One-to four-family
        residential.....     7            377        12         483
      Multi-family
        residential.....     2          2,714         2       2,729
      Office space......     3          5,511         3       5,462
      Industrial and
        warehouse.......     -              -         1         825
                        ------     ----------     -----  ----------
                            12          8,602        18       9,499
                        ------     ----------     -----  ----------
                            85         16,858       119      20,512
                        ------     ----------     -----  ----------
  
  Commercial Business Loans
    Accounts receivable, 
      inventory and 
      equipment.........     1           21         1          23
    Aircraft............     1          367         1         425
    Small business
      administration....     1          278         1         302
    Other...............     1           62         2          68
                        ------   ----------     -----  ----------
                             4          728         5         818
                        ------   ----------     -----  ----------
  
  Other Secured Loans...    21          221        48         521
                        ------   ----------     -----  ----------
  Total Loans...........   110       17,807       172      21,851
                        ======                  =====  
  
  Less:  Unearned income                (55)                 (126)
         Allowance for 
           loan losses.              (5,117)               (5,381)
                                 ----------            ----------
  
  Net loans.............         $   12,635            $   16,344
                                 ==========            ==========
  
              Real estate loans are presented net of wrap around loans of
  $1,977,000 in 1994 and $2,068,000 in 1993.
  
              There were $3,211,000 and $1,626,000 in nonearning loans at
  December 31, 1994 and 1993, respectively.
  
       The changes in the allowance for loan losses are shown in the
  following table (dollars in thousands):
  
                                          1994            1993    
                                      ------------    ------------
  Balance at beginning of year....... $      5,381    $      6,546
  Current provision..................            -             794
  Current charge-offs................         (359)         (1,089)
  Current recoveries.................           80              28
  Transfer from (to) real estate 
    held for sale....................           15            (898)
                                      ------------    ------------
  Balance at end of year............. $      5,117    $      5,381
                                      ============    ============
  
       Restructured loans approximated $2,965,000 and $4,852,000 as
  of December 31, 1994 and 1993, respectively.  These are loans for
  which concessions, including reduction of interest rates,
  reductions of principal balance or deferral of interest or
  principal payments, have been granted due to the borrower's
  financial condition.  Interest income recognized on restructured
  loans approximated $417,000 in 1994 and $448,000 in 1993.  The
  difference between interest income recognized on restructured loans
  and income that would have been recorded in accordance with the
  original loan terms was not material for any period presented.  At
  December 31, 1994, there were no outstanding commitments to lend
  additional funds to borrowers with restructured loans.
  
  5.  Real Estate Held for Sale
  
      A summary of real estate held for sale at December 31, 1994 and
  1993, follows (dollars in thousands):
  
                                   As of December 31               
                     ------------------------------------------------
                              1994                     1993         
                     ---------------------      ---------------------
                      Number of   Net Book       Number of   Net Book 
                     Properties    Value        Properties    Value 
                     ----------  ---------      ----------   --------
  
  Mississippi
    One-to four-family
      residential.....       -   $       -               6  $    163
    Multi-family
      residential.....       -           -               1       220
    Retail business...       4         131               5       146
    Land and lots.....       5         330              15       545
                       -------   ---------      ----------  --------
                             9         461              27     1,074
                       -------   ---------      ----------  --------
  
  
  Other states
    One-to four-family
      residential.....      -           -                1         5
    Multi-family
      residential.....      1       1,102                1     1,103
    Retail business...      -           -                1     1,223
                       ------   ---------       ----------  --------
                            1       1,102                3     2,331
                       ------   ---------       ----------  --------
                           10       1,563               30     3,405
                       ======                   ==========
  Less:
    Accumulated 
      depreciation....                (53)                       (68)
                                 --------                   --------
  Total...............           $  1,510                   $  3,337
                                 ========                   ========
  
  6.  Notes Payable
  
      On April 5, 1993, EB borrowed $10.0 million from a bank and,
  with cash on hand, paid off the loan to Grenada (See Note 2 of the
  financial statements).  This new loan was collateralized by the
  438,889 shares of Grenada stock and five deeds of trust on real
  estate property held for sale.  On December 15, 1993, this loan was
  paid in full.
  
  
  
  
  7.  Related Party Transactions
  
      Security Federal Savings
  
      EB and Security Federal Savings, the parent company of Bailey
  Mortgage Company, a 30% owner of EB at December 31, 1993,
  participated in a joint venture for the purpose of providing data
  processing services to each company.  The companies were charged
  for services provided at rates comparable to those which would have
  been paid to other data processing companies providing similar type
  services.  EB's net cost for these services approximated $329,000
  in 1993. The joint venture was dissolved February 28, 1993.
  
       The Parkway Company 
  
              EB was a party to an administration agreement with Congress
  Street Properties ("Congress Street"), an affiliate of Parkway.
  Congress Street was merged into Parkway Congress Corporation
  ("Parkway Congress"), a wholly-owned subsidiary of Parkway, on
  November 29, 1994.  Subsequent to the November 29, 1994 merger and
  prior to December 31, 1994, the administrative services provided
  under the Administration Agreement were performed through Parkway
  Congress.  EB entered into an agreement with Parkway on January 1,
  1995 to pay a monthly fee based on the average of EB's costs under
  the Administration Agreement for the last quarter of 1994.  Prior
  to December 31, 1994, Congress Street and certain other affiliated
  companies participated in an expense-sharing agreement (the
  participants in the expense-sharing agreement and certain other
  affiliated companies were collectively referred to as the "Eastover
  Group") whereby administrative offices for the participating
  companies were maintained in Congress Street's office in Jackson,
  Mississippi and officers of Congress Street also served as officers
  of the other participating companies, subject to the authority of
  the Board of each participant to elect or appoint and remove its
  officers in accordance with its certificate of incorporation,
  declaration of trust or other charter documents and applicable law. 
  Although EB was not a participant in the expense-sharing agreement,
  its annual payment to Congress Street was calculated as if it were. 
  There were no services or other benefits not available to EB due to
  its participation in the Eastover Group through the Administration
  Agreement rather than through the expense-sharing agreement.  The
  participants shared the cost of the common officers and other
  employees and of shared facilities and activities provided by
  Congress Street.  Common costs were initially paid by Congress
  Street.  Each participant paid Congress Street an annual fee (on a
  monthly basis) of one-half of one percent of its assets which are
  publicly-traded securities and the remainder of the common costs
  were allocated among the participants in proportion to their assets
  other than publicly-traded securities, based on their most recent
  publicly available balance sheets.  Certain costs which the common
  officers believed to be particularly attributable to each company
  were not shared.  These non-allocable costs include but were not
  limited to: directors' fees, legal, audit, stock transfer expenses,
  stationery and items of a similar nature.  The Administration
  Agreement was in effect from year to year and was automatically
  renewable, although any party could terminate its participation in
  the agreement at any time upon 60 days' notice.  Subsequent to
  March 1, 1993, EB, Inc. paid Congress Street approximately $292,000
  in 1993 as a result of the Administrative Agreement.  In 1994, EB
  paid Congress Street approximately $267,000.  The Administrative
  Agreement between EB, Inc. and Congress Street did not exist prior
  to March 1, 1993.
  
      Other
  
      Prior to March 1, 1993, EB leased certain real estate and
  personal properties from related parties.  Capitalized lease
  obligations relative to certain of these leases approximated
  $44,000 in 1993, and were included in net liabilities to be assumed
  by Sunburst Bank.  Interest and lease expense relative to these
  leases approximated $13,000 in 1993.
  
   8.  Retirement Plan, Thrift Savings Plan and 401(k) Plan
  
       Prior to March 1, 1993, EB had a defined contribution thrift
  savings plan covering substantially all of its employees.  In July
  1992, the thrift savings plan was converted to a 401(k) plan. 
  Under the 401(k) plan, the Company matched employee contributions
  up to 4% of wages, at a rate of 25%.  The 401(k) plan cost included
  in operating expense was $15,000 in 1993. On March 1, 1993,
  matching contributions to the 401(k) plan were discontinued and the
  plan was terminated on April 15, 1993.
  
   9.  Income Taxes
  
       During 1993, the Company adopted the provisions of Statement
  of Financial Accounting Standards (SFAS) No. 109 "Accounting for
  Income Taxes".  Under the provisions of the Statement, the Company
  elected not to restate prior years' financial statements.  The
  cumulative effect of initial adoption was immaterial to the
  financial statements.
  
       Deferred income taxes reflect the net tax effects of (a)
  temporary differences between the carrying amounts of assets and
  liabilities for financial reporting purposes and the amounts used
  for income tax purposes, and (b) operating loss carryforwards.  The
  tax effects of significant items comprising the Company's net
  deferred tax asset as of December 31, 1994 are as follows (dollars
  in thousands):
  
                                                 1994        1993 
                                               --------    --------
            Deferred tax liabilities
              Unrealized gain on available
              for sale securities              $(1,261)    $    -
                                               -------     -------
            Deferred tax assets
              Allowance for possible loan 
                losses                           1,909      2,007
              Real estate held for sale 
                valuation allowance                853      1,328
              Uncollected accrued interest               
                allowance                          236        240
              Other                                121         46
              Operating loss carryforwards and
                tax credit carryforwards           746        721
                                               -------     -------
                                                 3,865      4,342
                                               -------     -------
            Valuation allowance                 (2,604)    (4,342)
                                               -------     -------
  
            Net deferred tax assets            $     -     $    -
                                               =======     =======
  
      The valuation allowance decreased approximately $1,738,000 in
  1994 and $1,512,000 in 1993.
  
      Income tax benefits differ from amounts computed by applying
  the statutory federal income tax rates to loss from continuing
  operations as a result of the following (dollars in thousands):
  
                                          1994        1993  
                                        --------    --------
  
      Taxes at statutory rates on 
        income (loss) before income 
        taxes........................   $   505     $  (357)
      Dividend received deduction....       (84)         75
      Temporary differences for which 
        no deferred tax benefit is 
        available due to uncertainty 
        of realization...............      (421)        282
                                        -------     -------
                                        $     -           -
                                        =======     =======
  
       EB has tax net operating loss and investment credit carryovers
  which are available to benefit future profitable years. 
  Additionally, there are approximately $270,000 in alternative
  minimum tax credits with no expiration date which are available to
  reduce taxes which may become payable in future years.  Tax net
  operating and investment credit carryovers are as follows (dollars
  in thousands):
  
                                 Net Operating       Investment Tax
            Expiration Date           Loss               Credit   
           ---------------       -------------       --------------
                1995-97               $    -               $   28
                1998-2000                312                   32
                2008                   1,433                    -
                2009                      78                    -
                                      ------               ------
                                      $1,823               $   60
                                      ======               ======
  
  10.  Contingencies
  
       EB is a defendant in various legal actions which principally
  arose when the Company was involved in bank lending activities. 
  The legal actions are in various stages of discovery and/or
  litigation.  While the Company intends to vigorously defend these
  matters, legal counsel is unable to form an opinion as to the
  estimated outcome of certain of these matters due to their early
  discovery stages.  Management, with the advise of legal counsel,
  has provided an accrual of $125,000 as its best estimate of the
  amount the Company may incur in connection with the ultimate
  resolution of these matters, which range from $125,000 to a maximum
  of $1,157,000 (including total damages sought for matters where
  legal counsel was unable to form an opinion as to potential
  outcome).
  
       EB has incurred cost approximating $111,000, in 1994 for
  certain environmental cleanup cost of two parcels of its real
  estate held for sale, which includes an accrual of $85,000 as of
  December 31, 1994.  Management presently believes future costs will
  not have a material adverse effect on the Company's financial
  position, results of operations or liquidity.
  
  11.  Supplemental Cash Flow Information
  
       The following table provides information regarding
  supplemental cash and noncash investing and financing activities:
  
  
                                         Year Ended December 31  
                                       -------------------------
                                          1994           1993     
                                       ----------     ----------
  Loan foreclosures added to real
    estate held for sale.............  $       19     $    1,484
  Loans made to facilitate sales of 
    real estate held for sale........         150            469
  Interest paid......................           -            405
  Income taxes paid..................           -             10
  Common stock received from sale of 
    assets...........................           -          9,930
  Acquisition costs from sale of 
    assets, including deferred 
    charges..........................           -          5,038
  Note payable to Sunburst...........           -         12,317
  Unrealized gain on available for 
    sale securities..................       3,382              -
  
  12.  Short Term Investments
  
       EB does not in the ordinary course of business take possession
  of the securities which collateralize its reverse repurchase
  agreements.  EB has controls which consist of the right to demand
  additional collateral or return of these invested funds at anytime
  the collateral value is less than the invested funds plus any
  accrued earnings thereon.  EB conducts these transactions on a
  short term basis with Deposit Guaranty National Bank with which it
  has a normal business relationship.  At December 31, 1994, the
  Company had $460,000 invested in reverse repurchase agreements
  which had a scheduled maturity of January 6, 1995.   EB also had a
  $7,060,000 Federal Home Loan Mortgage Corporation Discount Note
  which had a scheduled maturity of January 13, 1995.  These short
  term investments are included as cash equivalents on the
  accompanying balance sheets.
  
  13.  Accounting Standards to be Adopted in the Future
  
       The Financial Accounting Standards Board issued SFAS No. 107
  "Disclosures about Fair Value of Financial Instruments" and SFAS
  No. 119 "Disclosure about Derivative Financial Instruments and Fair
  Value of Financial Instruments" which are effective for
  organizations with total assets less than $150 million for fiscal
  years ending after December 15, 1995.  These Statements will
  require disclosures about the fair value of financial instruments,
  whether recognized or not recognized in the balance sheet, for
  which it is practicable to estimate the value and disclosures about
  amounts, terms and the nature of certain derivative financial
  instruments.
  
       During May 1993 and October 1994, the Financial Accounting
  Standards Board issued SFAS No. 114 "Accounting by Creditors for
  Impairment of a Loan" and SFAS No. 118 "Accounting by Creditors for
  Impairment of a Loan - Income Recognition and Disclosure" which are
  effective for financial statements for fiscal years beginning after
  December 15, 1994.  These Statements address the accounting by
  creditors for impairment of certain loans and requires that
  impaired loans, as defined, be measured based upon the present
  value of expected future cash flows discounted at the loan's
  effective interest rate or at the loan's observable market price or
  fair value of the underlying collateral.  Management does not
  believe the adoption of these statements will have a material
  effect on the Company's financial statements.
  
  14.  Subsequent Event - Merger
  
       On July 27, 1994, EB and Parkway announced that their Boards
  of Directors had agreed in principle to a merger of EB and a
  wholly-owned subsidiary of Parkway.  EB shareholders (other than
  Parkway) would receive $17.25 for each EB share, consisting of cash
  of $8 per share and shares of Parkway with a value of $9.25 based
  on a defined formula.  Parkway presently owns 52.3% of EB's
  outstanding shares.  The merger is subject to shareholder approval
  of EB and Parkway.  Special shareholder meetings to vote on the
  merger are scheduled for April 27, 1995.  If the merger is
  consummated, EB will become a wholly-owned subsidiary of Parkway
  and will no longer operate as a separate publicly-traded entity.
  
                               THE PARKWAY COMPANY
                 PRO FORMA CONSOLIDATED BALANCE SHEET (Unaudited)
                              As of December 31, 1994
   
              The following unaudited pro forma consolidated balance sheet sets 
  forth the effect of the merger of Parkway Aquisition Corporation (a wholly-owned
  subsidiary of Parkway) ("PAC") with and into EB as if the merger had been 
  consummated on December 31, 1994.  The pro forma consolidated balance sheet has 
  been prepared by management of Parkway based upon the historical financial 
  statements of Parkway and EB.  This pro forma consolidated balance sheet may not
  be indicative of the results that actually would have occurred if the merger had
  been in effect on the dates indicated or which may be obtained in the future.  
  The pro forma consolidated balance sheet should be read in conjunction with the 
  other financial statements and notes to the financial statements of Parkway and 
  EB.
  <TABLE>
  <CAPTION>
                                  Parkway           EB                           Pro Forma
                                  12/31/94       12/31/94       Pro Forma       Consolidated
                                (Historical)   (Historical)   Adjustments         After EB
                                ------------   ------------   -----------       ------------
                                            (In thousands, except per share data)
  
  ASSETS
  Investments
    Real estate (net of 
      <S>                        <C>           <C>            <C>                <C>    
      accumulated depreciation)  $   39,276    $    1,510     $   (1,145) (2)    $   39,641
    Real estate partnerships:
       Wink-Parkway Partnership         319                                             319
    Investment in marketable 
      securities:
      EB, Inc.                       13,096                       (13,096) (1)(2)         0
      Other real estate & financial 
        service companies             1,965        13,312                            15,277
    Mortgage loans                    3,603        12,635          (8,252) (2)        7,986
    Investment in Golf Properties,
      Inc.                              570                                             570
                                 ----------    ----------      ----------        ----------
                                     58,829        27,457         (22,493)           63,793
  Interest and rents receivable 
    and other assets                  1,486           424                             1,910
  Cash and cash items                   320         7,517          (5,527) (2)        2,310
  Restricted cash                       427                                             427
                                 ----------    ----------      ----------        ----------
                                 $   61,062    $   35,398      $  (28,020)       $   68,440
                                 ==========    ==========      ==========        ==========
  
  LIABILITIES
  Notes payable to banks         $    4,154    $               $                 $    4,154
  Mortgage notes payable without 
    recourse                         22,827                                          22,827
  Accounts payable & other 
    liabilities                       1,563         1,689                             3,252
  Deferred gain                         280                                             280
                                 ----------    ----------      ----------        ----------
                                     28,824         1,689               0            30,513
                                 ----------    ----------      ----------        ----------
  
  STOCKHOLDERS' EQUITY
  Common Stock                        1,563         2,900          (2,470) (2)        1,993
  Additional paid in capital         26,847        30,017         (24,056) (2)       32,808
  Retained earnings                   3,158        (2,590)          2,590  (2)        3,158
  Unrealized gains                      670         3,382          (4,084) (2)(1)       (32)
                                 ----------    ----------      ----------        ----------
                                     32,238        33,709         (28,020)           37,927
                                 ----------    ----------      ----------        ----------
                                 $   61,062    $   35,398      $  (28,020)       $   68,440
                                 ==========    ==========      ==========        ==========
  Book value per share           $    20.63                                      $    19.03
  Shares outstanding 
    (In thousands)                    1,563         1,450             430             1,993
  
  </TABLE>
                                  THE PARKWAY COMPANY
                 NOTES TO PRO FORMA CONSOLIDATED BALANCE SHEET (Unaudited)
                                 As of December 31, 1994
  
  (1)         Eliminate Parkway's $702,000 pro-rata share of the unrealized gain 
              related to EB's investment in Union Planters ("Union Planters") 
              Corporation (formerly Grenada Sunburst Corporation).
  
  (2)         Parkway issues 430,413 Parkway Shares and pays $8 in cash per share 
              of EB stock to all EB shareholders (except for Parkway) in exchange 
              for all EB shares outstanding.  The 759,245 EB shares owned by 
              Parkway (representing 52.5% of the total shares outstanding)
              are retired.
  
                                         Basis of Additional   Historical Basis
                                           47.5% Interest      of 52.5% Interest
                                         -------------------   ------------------
  
        EB Shares outstanding                    1,450,117
        Less EB Shares owned
          by Parkway                              (759,245)
                                           ---------------
                                                   690,872
        Exchange ratio                     $9.25 to $14.85
                                           ---------------
        New Parkway Shares issued                  430,413
        Market value per Parkway Share     $         14.85
                                           ---------------
                                           $     6,391,633
        Cash paid to EB shareholders
          (690,872 x $8)                         5,526,976
        Basis of EB Shares held         
          by Parkway                                    --          $12,394,000
                                            --------------          -----------
        Parkway's cost of EB's net
          assets                            $   11,918,609          $12,394,000
                                            ==============          ===========
              The difference between EB's book value and Parkway's cost is 
              allocated to EB's real estate ($1,145,000) and mortgage loans
              ($8,252,000) pro-rata. 
  <TABLE>
  <CAPTION>
   
                                            47.5% Interest   52.5% Interest      Total   
                                            --------------   --------------  ------------
              <S>                            <C>              <C>            <C>
              Cost                           $ 11,918,000     $ 12,394,000   $ 24,312,000
              Book value                       16,012,000       17,697,000     33,709,000
                                             ------------     ------------   ------------
              Difference                     $ (4,094,000)    $ (5,303,000)  $ (9,397,000)
                                            ============     ============   ============
  
              Cost is allocated as follows:
              Union Planters Stock           $  6,323,000     $  6,989,000   $ 13,312,000
              Cash and other current
                assets                          3,772,000        4,169,000      7,941,000
              Accounts payable and
                other liabilities                (802,000)        (887,000)    (1,689,000)
              Real estate                         173,000          192,000        365,000
              Mortgage loans                    2,452,000        1,931,000      4,383,000
                                             ------------     ------------   ------------
                                             $ 11,918,000     $ 12,394,000   $ 24,312,000
                                             ============     ============   ============
  </TABLE>
  (3)         A reconciliation of pro forma consolidated stockholders' equity is 
              presented on the following page:
  
  <TABLE>
  <CAPTION>
                                                                      Unrealized 
                               Common      Additional      Retained     Gains
                                Stock    Paid in Capital   Earnings    (Losses)      Total 
                               -------   ---------------   --------   ----------   --------
  
  <S>                          <C>          <C>             <C>         <C>        <C>
  Parkway historical           $ 1,563      $ 26,847        $ 3,158     $   670    $ 32,238
  
  EB historical                  2,900        30,017         (2,590)      3,382      33,709
  
  Pro forma adjustments:
    (2)  Issue Parkway shares
           in EB merger            430         5,961              -           -       6,391
    (2)  Retire EB shares
           outstanding          (2,900)      (30,017)         2,590      (3,382)    (33,709)
  
  Other pro forma adjustments:
    (1)  Eliminate Parkway's
           unrealized gain
           related to invest-
           ment in EB                -             -              -        (702)       (702)
                               -------      --------        -------     -------    --------
  Pro forma consolidated       $ 1,993      $ 32,808        $ 3,158     $   (32)   $ 37,927
                               =======      ========        =======     =======    ========
  </TABLE>
                                THE PARKWAY COMPANY
               PRO FORMA CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
                       FOR THE TWELVE MONTHS ENDED JUNE 30, 1994
                                                              
  
        The following unaudited pro forma consolidated statements of income set 
  forth the effect of PAC's April 27, 1995 merger with EB, the November 29, 1994 
  merger with Congress Street into Parkway Congress Corporation ("PCC") (a wholly-
  owned subsidiary of Parkway) and the May 10, 1994 merger of First Continental 
  Real Estate Investment Trust ("First Continental" or "FCREIT") into Parkway 
  Texas Corporation (a wholly-owned subsidiary of Parkway) as if these 
  transactions had been consummated on July 1, 1993.  The pro forma consolidated 
  statements of income have been prepared by management of Parkway based upon 
  historical statements of Parkway, Congress Street, EB and First Continental.  
  These pro forma statements of income may not be indicative of the results that 
  actually would have occurred if the mergers had been in effect on the 
  dates indicated or which may be obtained in the future.  The pro forma 
  statements of income should be read in conjunction with the other financial
  statements and notes to the financial statements of Parkway, Congress Street
  and EB.
  <TABLE>
  <CAPTION>
                            Historical                         Pro Forma Adjustments        
               ----------------------------------  ------------------------------------------
               Parkway  Congress
               Company   Street     EB                     Congress                         Pro Forma
               6-30-94  5-31-94   6-30-94  FCREIT  FCREIT   Street     EB       Other     Consolidated
                 (1)       (2)       (2)     (2)   
               -------  --------  -------  ------  ------  -------- --------  ----------  ------------
  
  REVENUES
  Income 
   from 
   <S>        <C>      <C>      <C>     <C>     <C>     <C>           <C>         <C>         <C>
   REO        $6,429   $        $       $  595  $       $             $           $           $ 7,024
  Interest 
   on 
   mortgage 
   loans         265       35    1,798     217                                                  2,315
  Gain 
   on sale 
   of real 
   estate 
   partner-
   ship          280                                                                              280
  Gain 
   (loss) 
   on 
   REO
   and 
   mortgage
   loans, 
   net          (113)       3       71      28                                                    (11)
  Equity 
   in 
   earnings 
   (losses):
    Real 
    estate 
    companies:
     Congress 
      Street     (67)                                        67 (4a)                                0
     EB          337       39                               (39)(4d) (337)(4b)                      0
     Parkway            1,662                            (1,662)(4e)                                0
     FCREIT       (9)                            9(4c)                                              0
     Other       443                                                                              443
    Real 
     estate 
     partner-
     ships &
     corp.
     joint 
     ventures:
      One 
       Jackson 
        Place            (381)                              381 (4f)                                0
      Other      239                                                                              239
  Gain on 
   securities    579                44                                                            623
  Interest 
   on short-
   term 
   investments   235                23                                             (107)(4h)      151
  Dividends 
   and other 
   income        338               616     134                                                  1,088
             -------   ------   ------   -----  -       -------       -----       -----       ------- 
               8,956    1,358    2,552     974  9        (1,253)       (337)       (107)       12,152
             -------   ------   ------   -----  -       -------       -----       -----       -------  
  
  EXPENSES
  Interest        31       76       81     203                                                    391
  Management 
   allocation    502       53      303                       44 (4k)                              902
  Provision
   for loan 
   losses                          396                                                            396
  Real 
   estate 
   operating 
   expense:
    Opera-
     tions     3,760               168     417                                                  4,345
    Interest 
     expense   2,392                                                                            2,392
    Depreci-
     ation & 
     amorti-
     zation    1,022                41                       13 (4j)                            1,076
    Minority 
     interest   (542)                                       343 (4g)                             (199)
  Other 
   expenses      538      141      555     625                                                  1,859
              ------   ------   ------   -----  --      -------       -----       -----       -------
               7,703      270    1,544   1,245   0          400           0           0        11,162
              ------   ------   ------   -----  --      -------       -----       -----       -------  
  Income 
   (loss) 
   before 
   income 
   taxes 
   and 
   discon-
   tinued 
   opera-
   tions       1,253    1,088    1,008    (271)  9       (1,653)       (337)       (107)          909
  Income 
   tax 
   expense         1      107                              (107) (4i)                               1 
              ------   ------   ------   -----  --      -------       -----       -----       ------- 
  Net 
   income 
   (loss) 
   from 
   continuing 
   operation  $1,252   $  981   $1,008   $(271) $9      $(1,546)      $(337)      $ (107)     $   989
              ======   ======   ======   =====  ==      =======       =====       ======      ======= 
  Net 
   income 
   (loss) 
   from 
   continuing    
   operations 
   per 
   share      $ 0.96   $ 0.62   $ 0.70                                                        $  0.57
              ======   ======   ======                                                        =======
  Weighted 
   average 
   shares 
   outstand-
   ing (3)     1,300    1,571    1,450                                                          1,724
              ======   ======   ======                                                        =======
  
  </TABLE>
  <TABLE>
  <CAPTION>
                                                     THE PARKWAY COMPANY
                                   PRO FORMA CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
                                         FOR THE SIX MONTHS ENDED DECEMBER 31, 1994
                                                              
  
                           Historical                               Pro Forma Adjustments
                  ------------------------------      ------------------------------------------------
                   Parkway   Congress
                   Company    Street       EB         Congress                              Pro Forma
                  12-31-94   11-29-94   12-31-94       Street        EB          Other    Consolidated 
                     (1)        (2)       (2)          
                  --------   --------   --------      --------      ------      -------   ------------
  
  REVENUES
   Income from 
    real estate 
    <S>           <C>        <C>        <C>           <C>           <C>         <C>       <C>  
    properties    $ 3,683    $          $             $             $           $         $    3,683
   Interest on 
    mortgage 
    loans             283         18      1,054                                                1,355
   Gain (loss) 
    on real 
    estate & 
    mortgage 
    loans, net        529          1       (171)                                                 359 
   Loss on 
    securities         27     (3,550)                                3,550 (4l)                   27
   Equity in 
    earnings 
    (losses):                     
      Real estate 
       companies:
        Congress 
         Street      (14)                                  14 (4a)                                 0
        EB, Inc.      618          3                       (3)(4d)    (618)(4b)                    0
        Parkway                  220                     (220)(4e)                                 0
        Other          77                                                                         77
      Real 
       estate 
       partner-
       ships
       & corp. 
       joint 
       ventures:
       One Jackson 
       Place                     (60)                      60 (4f)                                 0
       Other          195                                                                        195
   Interest on 
    short-term 
    investments        18                   101                                                  119
   Dividends and 
    other income       46                   308                                                  354
                  -------    -------    -------       -------       ------      ----      ---------- 
                    5,462     (3,368)     1,292          (149)       2,932         0           6,169
                  -------    -------    -------       -------       ------      ----      ----------
  
  EXPENSES
   Interest           140         19                                                             159
   Management 
    allocation        270         28        125                                   22 (4k)        445
   REO 
    expense:
    Operations      1,951                   115                                                2,066
    Interest  
     expense        1,078                                                                      1,078
    Depreciation
     & amortiza-
     tion             565                    16             6 (4J)                               587
    Minority 
     interest        (209)                                114 (4g)                               (95)
   Provision for
    possible losses                          55                                                   55
   Other expenses     662        175        314                                                1,151
                  -------    -------    -------       -------       ------      ----      ----------
                    4,457        222        625           120            0        22           5,446
                  -------    -------    -------       -------       ------      ----      ----------
   Income (loss) 
    before income 
    taxes and 
    discontinued 
    operations      1,005     (3,590)       667          (269)       2,932       (22)            723
   Income tax 
    expense                        3                       (3)(4i)                                 1 
                  -------    -------    -------       -------       ------      ----      ----------
   Net income 
    (loss) from 
    continuing 
    operations    $ 1,005    $(3,593)   $   667       $  (272)      $2,932      $(22)     $      723
                  =======    =======    =======       =======       ======      ====      ==========
   Net income 
    (loss) from 
    continuing 
    operations 
    per share     $  0.65    $ (1.67)   $   .46                                           $     0.37
                  =======    =======    =======                                           ==========
  
   Weighted 
    average 
    shares 
    outstanding
       (3)           1,544     2,151      1,450                                                1,969
                  ========   =======    =======                                           ==========
  
  </TABLE>
                                THE PARKWAY COMPANY
         NOTES TO PRO FORMA CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
  
  (1)   During the fiscal year ended June 30, 1994, Parkway purchased
        1,218,910 shares of First Continental for $1,198,000, 453,471
        shares of EB for $5,864,000 and 117,232 shares of Congress
        Street for $94,000.  For purposes of the pro forma
        consolidated statements of income, these transactions were
        assumed to have taken place on July 1, 1993.
  
  (2)   For purposes of the pro forma consolidated statements of
        income, income from operations of Congress Street has been
        converted from an August 31 year end to a May 31 year end. 
        Accordingly, income for the twelve months ended May 31, 1994
        and six months ended November 29, 1994 (the date of the merger
        with Parkway) have been included in the pro forma consolidated
        statements of income.  Income from operations of EB has been
        converted from a December 31 year end to a June 30 year end. 
        Accordingly, income for the twelve months ended June 30, 1994
        and six months ended December 31, 1994 have been included in
        the pro forma consolidated statements of income.  Income from
        operations of First Continental Real Estate Investment Trust
        has been adjusted to reflect operations from June 1, 1993 to
        May 9, 1994, the date of the merger with Parkway Texas
        Corporation.
  
  (3)   Weighted average Parkway Shares outstanding were computed as
        follows:
  
                                     Twelve Months       Six Months 
                                         Ended              Ended
                                     June 30, 1994      Dec. 31, 1994
                                     -------------      -------------
       Historical weighted average 
         Parkway Shares outstanding      1,299,729         1,544,193
  
       Parkway Shares issued in 
         merger of PCC with Congress 
         Street                            561,086           561,086
  
       Parkway Shares retired in 
         merger of PCC with Congress 
         Street                           (567,066)         (567,066)
  
       Parkway Shares issued in 
         merger of PAC with EB             430,413           430,413
                                         ---------         ---------
       Pro forma weighted average 
         Parkway Shares outstanding      1,724,162         1,968,626
                                         =========         =========
  
  
  
  
  
  
  
  
  (4)   The pro forma adjustments to the consolidated statements of
        income consist of the following:
   
                                     Twelve Months      Six Months 
                                         Ended             Ended
                                     June 30, 1994     Dec. 31, 1994
                                     -------------     --------------
         (a)  Elimination of 
              Parkway's equity 
              in the losses of 
              Congress Street.       $    67,000       $    14,000
  
         (b)  Elimination of 
              Parkway's equity  
              in the earnings 
              of EB.                    (337,000)         (618,000)
  
         (c)  Elimination of 
              Parkway's equity 
              in the losses of 
              First Continental.           9,000                 0
  
         (d)  Elimination of 
              Congress Street's 
              equity in the 
              earnings of EB.            (39,000)           (3,000)
  
         (e)  Elimination of 
              Congress Street's 
              equity in the 
              earnings of Parkway.    (1,662,000)         (220,000)
    
         (f)  Elimination of 
              Congress Street's 
              equity in the losses 
              of One Jackson 
              Place.                     381,000            60,000
  
         (g)  Adjust Parkway's 
              minority interest 
              expense to reflect 
              its additional 
              ownership of One 
              Jackson Place.            (343,000)         (114,000)
  
         (h)  Adjust Parkway's 
              interest income on 
              investments to 
              reflect the use of 
              short-term cash 
              investments to 
              purchase additional 
              ownership interests 
              in First Continental, 
              EB and Congress Street.   (107,000)                -
  
          
  
                                     Twelve Months      Six Months 
                                         Ended            Ended
                                     June 30, 1994     Dec. 31, 1994
                                     -------------     --------------
  
         (i)  Adjust Congress 
              Street's deferred 
              income taxes 
              applicable to federal 
              alternative minimum 
              tax and deferred 
              state income tax 
              expense to zero.           107,000             3,000
  
  
         (j)  Add depreciation 
              on the increased 
              basis in the One 
              Jackson Place real 
              estate investment.         (13,000)           (6,000)
        
         (k)  Adjust for fees 
              related to managing 
              LNH REIT that will 
              be eliminated with 
              the termination of 
              the shared expense 
              agreement.                 (44,000)          (22,000)
  
         (l)  Eliminate Congress 
              Street's writedown 
              to the investments 
              in Parkway and EB.               -         3,550,000
metadata_documents: [{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 82117}]
metadata_filer: {"company-data": {"conformed-name": "PARKWAY CO/TX", "cik": "0000729237", "assigned-sic": "6512", "irs-number": "742123597", "state-of-incorporation": "TX", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-12505", "film-number": "95538283"}, "business-address": {"street1": "300 ONE JACKSON PL", "street2": "188 E CAPITOL ST STE 300", "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"}}
text: 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):   April 27, 1995 
                                                      --------------
  
                                      THE PARKWAY COMPANY
  - ------------------------------------------------------------------
                    (Exact name of Registrant as specified in its charter)
  
  Texas                      0-12505                   74-2123597
  - ------------------------------------------------------------------
  (State or other      Commission File Number)       (IRS Employer
  jurisdiction of                                    Identification
  incorporation)                                         Number)
  
  300 One Jackson Place, 188 E. Capitol St., Jackson, MS  39201    
  - -------------------------------------------------------------------
  (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
  
                                      THE PARKWAY COMPANY
  
  Item 2.           Acquisition or Disposition of Assets.
  
                          On April 27, 1995, Parkway Acquisition Corporation
                    ("PAC"), a wholly-owned subsidiary of The Parkway Company
                    ("Parkway"), merged with and into EB, Inc. ("EB").  Under
                    the terms of the Merger, EB became a wholly-owned
                    subsidiary of Parkway.  Shareholders of EB received a
                    cash payment in the amount of eight dollars ($8.00) plus
                    sixty-two point three one hundredths (.6230) of one share
                    of The Parkway Company for each share of EB owned by
                    them, resulting in the issuance by Parkway of an
                    aggregate of approximately 430,413 shares.  Information
                    regarding EB, its assets, the principles followed in
                    determining the amount of shares issued by Parkway in the
                    merger, and the nature of certain relationships between
                    EB and its affiliates and Parkway and its affiliates is
                    contained in the Joint Proxy Statement/Prospectus of
                    Parkway and EB dated March 29, 1995, which is incorporated
                    herein by this reference.
  
                          The unaudited Pro Forma Consolidated Financial
                    Statements that are attached as an Exhibit hereto are
                    based on Congress Street Properties, Inc.'s ("Congress
                    Street"), Parkway's and EB's historical financial data as
                    adjusted to give effect to the business combinations
                    involving Parkway's subsidiaries and EB and Congress Street on
                    on the basis described in the notes thereto.
  
  Item 7.           Financial Statements and Exhibits.
  
                          (a)   Financial Statements of EB
  
                          The following audited financial statements of EB are
                    attached in an Exhibit hereto: 
  
                             EB,INC.                                          Page
  
  Independent Auditor's Report
  Balance Sheets - as of December 31, 1994 and 1993                              
  Statements of Income - for the years ended
    December 31, 1994 and 1993                                                   
  Statements of Cash Flows - for the years ended
    December 31, 1994 and 1993                                                   
  Statements of Changes in Stockholders' Equity - for 
    the years ended December 31, 1994 and 1993                                   
  Notes to Financial Statements                                                  
  
                          (b)   Pro Forma Consolidated Financial Statements.
              
                          The unaudited Pro Forma Consolidated Financial
                    Statements are attached in an Exhibit hereto.
  
                               THE PARKWAY COMPANY                         Page
                                                                           ----
  
  Pro Forma Consolidated Balance Sheet (Unaudited) -
    As of December 31, 1994                                         
  Pro Forma Consolidated Statements of Income (Unaudited) -
    For the Twelve Months Ended June 30, 1994                       
  Pro Forma Consolidated Statements of Income (Unaudited) -         
    For the six Months ended December 31, 1994                      
        
  
                          (c)   Exhibits.
                                --------
  
                          The following exhibits are filed herewith or
                    incorporated herein by reference:
  
                          (2)   Agreement and Plan of Merger among Parkway,
                                Parkway Acquisition Corporation and EB dated
                                as of October 28, 1994 (as amended by the
                                First Amendment to Agreement and Plan of
                                Merger dated January 5, 1995) incorporated by
                                reference to Appendix B of the Joint Proxy
                                Statement/Prospectus which is incorporated by
                                reference to the Rule 424(b)(3) filing of same
                                on March 31, 1995.  Parkway agrees to furnish
                                supplementally to the Commission upon request
                                a copy of any omitted schedule or exhibit to
                                the Agreement and Plan of Merger.
  FORM 8-K
  
                                      THE PARKWAY COMPANY
  
                                          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.
  
  DATED:            March 12, 1995
  
                                     THE PARKWAY COMPANY
  
                                   BY: /s/ Sarah P. Clark
                                       ------------------------------ 
                                       Sarah P. Clark, Vice President
                                       and Chief Financial Officer
  
  INDEPENDENT AUDITORS' REPORT
  
  Board of Directors and Stockholders
  EB, Inc.
  Jackson, Mississippi
  
  We have audited the accompanying balance sheets of EB, Inc. as of
  December 31, 1994 and 1993 and the related statements of income,
  changes in stockholders' equity and cash flows for the years then
  ended.  These financial statements are the responsibility of the
  Company's management.  Our responsibility is to express an opinion
  on these financial statements based on our audits.
  
  We conducted our audits in accordance with generally accepted
  auditing standards.  Those standards require that we plan and
  perform the audit to obtain reasonable assurance about whether the
  financial statements are free of material misstatement.  An audit
  includes examining, on a test basis, evidence supporting the
  amounts and disclosures in the financial statements.  An audit also
  includes assessing the accounting principles used and significant
  estimates made by management, as well as evaluating the overall
  financial statement presentation.  We believe that our audits
  provide a reasonable basis for our opinion.
  
  In our opinion, such financial statements present fairly, in all
  material respects, the financial position of EB, Inc. as of
  December 31, 1994 and 1993 and the results of its operations and
  its cash flows for the years then ended, in conformity with
  generally accepted accounting principles.
  
  As discussed in Note 3 to the financial statements, in 1994, the
  Company changed its method of accounting for its investment
  securities.
  
  /s/ Deloitte & Touche LLP
  
  Jackson, Mississippi                                              
  March 29, 1995
  Balance Sheets 
  (In thousands)
                                                  December 31       
                                            ----------------------
                                               1994        1993   
                                            ----------  ---------- 
  Assets                                                
  
    Cash and cash equivalents.............. $    7,517  $      442
    Investment in common stock - available 
      for sale.............................     13,312       9,930
    Mortgage-backed derivative securities
      (approximate fair value $35 in 1994 
      and $134 in 1993)....................         35         134
    Loans, net of allowance for loan losses
      of $5,117 in 1994 and $5,381 in 1993.     12,635      16,344
    Real estate held for sale..............      1,510       3,337
    Interest and other receivables and 
      other assets.........................        389         517
                                            ----------  ---------- 
                                            $   35,398  $   30,704
                                            ==========  ========== 
  Liabilities and Stockholders' Equity
  
  Liabilities 
  
    Accounts payable and accrued expenses.. $    1,689  $    1,428
                                            ----------  ----------
                                                 1,689       1,428
                                            ----------  ----------
  Stockholders' Equity
  
    Common stock, stated value $2 per share,  
      authorized 25,000,000 shares; issued 
      and outstanding - 1,450,117 shares in 
      1994 and 1993........................      2,900       2,900 
    Paid-in capital........................     30,017      30,452
    Deficit................................     (2,590)     (4,076)
    Unrealized gain on available for sale
      securities                                 3,382           - 
                                            ----------  ----------
                                            $   33,709  $   29,276
                                            ----------  ----------
                                            $   35,398  $   30,704
                                            ==========  ==========
  
  - -------------------------------------------------------------------
                               See notes to financial statements
  Statements of Income
  (In thousands, except per share data)
  
                                        Year Ended December 31   
                                      --------------------------
                                         1994          1993    
                                      -----------    -----------
  
  Revenue 
    Interest on loans................    $  1,926       $  2,196
    Dividend income..................         351            316
    Gain from sale of mortgage 
      backed derivative security.....          44             68
    Other............................         301            248
                                         --------       -------- 
                                            2,622          2,828
                                         --------       --------
  Expenses
    Provision for loan losses........           -            794
    Real estate held for sale:
      Net operations, gains and 
        losses.......................         281            112
      Depreciation...................          35             48
      Provision for losses...........          55          1,589
    Interest.........................           -            385
    Other operating expenses.........         765            949
                                         --------       --------
                                            1,136          3,877
                                         --------       --------
  Income (Loss) from continuing 
    operations.......................       1,486         (1,049)
  
  Discontinued operations
    Income from discontinued banking
      operations.....................           -          1,001
    Gain on sale of discontinued
      banking operations.............           -          4,992
                                         --------       --------
                                                -          5,993
                                         --------       --------
  Net income.........................    $  1,486       $  4,944 
                                         ========       ========
  Net income (loss) per share:
    From continuing operations.......    $   1.03       $   (.72)
    From discontinued operations.....           -           4.13
                                         --------       --------
    Net income per share.............    $   1.03       $   3.41 
                                         ========       ========
  Weighted average shares outstanding.      1,450          1,450
                                         ========       ========
  
  - ------------------------------------------------------------------
                               See notes to financial statements
  Statements of Changes in Stockholders' Equity 
  (In thousands)
  
                                          Year Ended December 31  
                                        -------------------------
                                           1994           1993   
                                        ----------     ----------  
  Common Stock
    Balance at beginning of year.....   $    2,900     $    2,903
    Purchase and retirement of 
      treasury stock.................            -             (3)
                                        ----------     ----------
    Balance at end of year...........        2,900          2,900
                                        ----------     ----------
  Paid-in Capital 
    Balance at beginning of year.....       30,452         30,464
    Purchase and retirement of 
      treasury stock.................            -            (12)
    Cash dividends declared and paid 
      ($.30 in 1994).................         (435)             -
                                        ----------     ----------
    Balance at end of year...........       30,017         30,452
                                        ----------     ----------
  Retained Earnings (Deficit)
    Balance at beginning of year.....       (4,076)        (9,020)
    Net income for the year..........        1,486          4,944
                                        ----------     ----------
    Balance at end of year...........       (2,590)        (4,076)
                                        ----------     ----------
  
  Unrealized Gain on Available for Sale Securities
    Balance at beginning of year.....            -              - 
    Unrealized gain on available for 
      sale securities:
        Adoption of FASB 115.........          933              -
        Change during year...........        2,449              -
                                        ----------     ----------
    Balance at end of year...........        3,382              -
                                        ----------     ----------
   
  Total Stockholders' Equity.........   $   33,709     $   29,276
                                        ==========     ==========
  
  - ------------------------------------------------------------------
                               See notes to financial statements
  Statements of Cash Flows 
  (In thousands)
                                         Year Ended December 31    
                                       -------------------------
                                          1994           1993     
                                       ----------     ----------
  Operating Activities
   Net income........................  $    1,486     $    4,944
   Adjustments to reconcile net 
     income to net cash provided by 
     operating activities:
     Provision for loan losses.......           -            794
     Provision for real estate 
       held for sale losses..........          55          1,589 
     Gain on sale of mortgage-backed
       derivative securities.........         (44)           (68)
     Gain on sale of discontinued 
       banking operations............           -         (4,992) 
     Loss on sale of real estate held 
       for sale......................          99              -
     Amortization of loan discounts..         (69)           (77)  
     Depreciation....................          35             48
     Net decrease (increase) in other 
       assets........................         128           (506)
     Net increase (decrease) in other 
       liabilities...................          88         (1,300)
                                       ----------     ----------
   Net cash provided by operating 
     activities......................       1,778            432
                                       ----------     ----------
  Investing Activities
   Proceeds from sale of discontinued 
     banking operations..............           -            100  
   Advances on existing loans........         (26)             -
   Receipts from mortgage-backed 
     derivative securities...........          11            125
   Proceeds from sale of mortgage-
     backed derivative security......         132            200
   Loan repayments...................       3,980          6,676 
   Proceeds from sale of real estate 
     held for sale...................       1,635          2,918 
                                       ----------     ----------
  Net cash provided by investing 
    activities.......................       5,732         10,019
                                       ----------     ----------
  Financing Activities
   Purchase of treasury stock........           -            (15)
   Repayments of long term debt......           -        (22,317) 
   Proceeds from bank borrowings.....           -         10,000
   Decrease in net liabilities of
     discontinued banking operations.           -           (887)
   Dividends paid....................        (435)             -
                                       ----------     ----------
  Net cash used in financing 
    activities.......................        (435)       (13,219)
                                       ----------     ----------
  
  Increase (decrease) in cash and 
    cash equivalents.................       7,075         (2,768) 
  Cash and cash equivalents at 
    beginning of year................         442          3,210
                                       ----------     ----------
  Cash and cash equivalents at end 
    of year..........................  $    7,517     $      442
                                       ==========     ==========
  - ------------------------------------------------------------------
                               See notes to financial statements
  Notes to Financial Statements
  
  1.  Basis of Presentation and Accounting Policies 
  
      A.  Basis of Presentation
  
          The financial statements for all periods reflect the sale
  of assets to Sunburst Bank, Mississippi ("Sunburst") and assumption
  of liabilities by Sunburst and the related results of operations
  described in Note 2 to the financial statements as discontinued
  operations.  Sunburst identified, as of April 30, 1992, those
  assets it would not purchase and those liabilities it would not
  assume and which, therefore, would be retained by EB ("retained
  assets").  Balances and actual operating results for these retained
  assets have been presented in the financial statements.  All other
  asset and liability balances have been presented as net liabilities
  of discontinued banking operations.
  
          Income from discontinued operations, net, for 1993 includes
  all operating activities related to assets sold and liabilities
  assumed.
  
      B.  Cash Equivalents
  
          For purposes of cash flows, the Company considers all
  highly liquid investments including interest bearing bank accounts
  and investments with maturities of three months or less when
  purchased as cash equivalents.
  
      C.  Investment in Common Stock - Available for Sale
  
          On January 1, 1994, the Company adopted Statement of
  Financial Accounting Standards No. 115 "Accounting for Certain
  Investments in Debt and Equity Securities" and classified its
  investment in common stock as securities available-for-sale.  The
  investment in common stock is carried at fair value with the
  unrealized gain or loss presented as a separate component of
  stockholders' equity.  Any recognized gains or losses from the
  actual sale of the investment in common stock is recorded in the
  statement of operations.  The cost of investments in common stock
  sold is determined on the specific identification method. Dividend
  income is recorded upon the declaration of a cash dividend.
  Aggregate net unrealized losses were included in stockholders'
  equity unless there was an indication that the decline in market
  value was other than temporary, in which case the writedown to
  market value was classified in the statements of income as a loss
  on investments.
  
              Prior to 1994, investments in common stock were valued at the
  lower of cost or market value on an aggregate basis. 
  
      D.  Mortgage-Backed Derivative Securities
  
          Investments in the residual interest of collateralized
  mortgage obligations are recorded at cost and adjusted for
  amortization determined on the basis of estimated level yields
  expected to be realized over the remaining life of the investments. 
  Such estimated yields are re-assessed quarterly and the effect of
  revisions, if any, is recognized prospectively.  Gains and losses
  on sales of securities are recognized on a specific identification
  basis.
      
      E.  Revenue Recognition on Loans
  
              Interest on loans is calculated using the simple interest
  method on daily balances of the principal amount outstanding.  The
  Company's policy is to provide an allowance for uncollected
  interest on loans delinquent for 90 days or more.  Accrual of
  interest is stopped on a loan when management believes that
  collection of interest is doubtful.
  
      F.  Allowance for Loan Losses
  
          The allowance for loan losses is established through a
  provision for loan losses charged to expense.  Loans are charged
  against the allowance for loan losses when management believes that
  the collectibility of the principal is unlikely.  The allowance is
  an amount that management believes will be adequate to absorb
  possible losses on existing loans that may become uncollectible,
  based on evaluations of the collectibility of loans and prior loan
  loss experience.  The evaluations take into consideration such
  factors as changes in the nature and volume of the loan portfolio,
  overall portfolio quality, review of specific problem loans, and
  current economic conditions that may affect the borrower's ability
  to pay.
  
      G.  Real Estate Held for Sale
  
          Real estate held for sale represents properties that have
  been acquired in satisfaction of debt or in-substance foreclosed. 
  In-substance foreclosures are properties in which borrowers have
  little or no remaining equity, have effectively abandoned control
  of the property, and repayment can only be expected to come from
  the sale of the property or from its operations.  Real estate held
  for sale is carried at the lower of cost or estimated fair value
  less estimated cost of sale.  Any valuation adjustments required
  prior to foreclosure are charged to the allowance for possible loan
  losses to the extent such losses had previously been recorded.  Any
  adjustment above that amount is recorded as a loss upon
  foreclosure.  Costs of operating and maintaining the properties,
  net of related income, are charged to cost of operations of real
  estate held for sale as incurred.
  
          The recognition of gains on the sale of properties is
  dependent upon the transaction meeting certain criteria relating to
  the type of property sold and the terms of the sale.  Under certain
  circumstances, usually involving continuing seller involvement in
  the property as a lender, the gain is deferred until the criteria
  are met.
  
          The amounts EB could ultimately recover from these assets
  could differ materially from the amounts used in arriving at the
  assets net carrying value because of future market factors beyond
  EB's control or changes in EB strategy for recovering its
  investment.
  
      H.  Income Taxes
  
          In 1993, the Company adopted Statement of Financial
  Accounting Standards, No. 109, "Accounting for Income Taxes" which
  requires recognition of deferred tax liabilities and assets for the
  expected future tax consequences of events that have been included
  in the financial statements or tax returns.  Under this method,
  deferred tax liabilities and assets are determined based on the
  difference between the financial statement and tax bases of assets
  and liabilities using enacted tax rates in effect in the years in
  which the differences are expected to reverse.
  
      I.  Thrift Savings Plan and 401(k) Plan
  
          EB had a Thrift Savings Plan that was converted to a 401(k)
  Plan in July, 1992.  This plan covered substantially all of its
  employees.  Matching contributions to the 401(k) Plan were
  discontinued on February 28, 1993, and the plan was terminated on
  April 15, 1993.
  
      J.  Income (Loss) Per Common Share
  
          Income (loss) per common share is computed using the
  weighted average number of common shares and common share
  equivalents outstanding during the year.
  
      K.  Reclassifications
   
          Certain reclassifications have been made in the 1993
  financial statements to conform to the 1994 presentation.
  
  2.  Asset Sale and Liability Assumption of Discontinued Banking
  Operations, Corporate Reorganization and Name Change
  
       On February 28, 1993, after necessary regulatory approvals,
  together with stockholder approval, were obtained, Eastover Bank
  for Savings ("Eastover Bank") sold a significant portion of its
  assets to Sunburst, a wholly-owned subsidiary of Grenada Sunburst
  System Corporation ("Grenada" or "GSSC"), and Sunburst assumed all
  of Eastover Bank's deposit liabilities together with certain other
  liabilities in exchange for Eastover Bank receiving 438,889 shares
  of Grenada common stock valued at $9,930,000 (on March 1, 1993) and
  $100,000 in cash.
  
       As one of the conditions precedent to closing, Eastover Bank's
  subsidiaries, Carleton, Ceylon and, Guaranty and Guaranty's
  subsidiary were merged into Eastover Bank and ceased their
  corporate existence.  At closing, Eastover Bank's charter was
  amended in order to change the name and organizational nature of
  Eastover Bank from a Mississippi-chartered savings bank to a
  Mississippi corporation to be known as EB, Inc.  After the
  amendment, the Company is no longer a depository institution, can
  no longer accept insured deposits and is no longer subject to
  regulation and supervision by the Office of Thrift Supervision or
  the Federal Deposit Insurance Corporation.
  
       As part of the transaction, Sunburst agreed to make loans to
  EB in an amount equal to the net liabilities which Sunburst would
  assume in the form of two term loans not to exceed $20 million. 
  These loans were collateralized by substantially all of the assets
  of EB and had an interest rate of two percent over the prime rate,
  provided that the note rate would not be less than six percent nor
  in excess of ten percent.  The loans provided for mandatory
  prepayments based upon specified percentages of the proceeds
  resulting from the repayment and liquidation of EB's assets.  In
  addition, the loans contained covenants affecting EB's permitted
  activities, payment of dividends, incurring additional debt, and
  the sale of Grenada stock received as consideration.  
  
       Net liabilities of discontinued banking operations consisted
  of the following liabilities which were assumed and assets which
  were purchased.  Sunburst assumed the liabilities and purchased the
  assets at their net carrying value.  The transaction with Sunburst
  was settled based on balances as of March 1, 1993. 
  
                                                                    
                                          March 1
                                            1993
                                        ------------
                                        (In thousands)
  Liabilities Assumed
    Deposits.........................  $    395,941
    Borrowed money...................        10,025
    Other liabilities................         2,734
                                       ------------
      Total liabilities..............       408,700
                                       ------------
  
  Assets Purchased
    Cash.............................        16,032
    Securities.......................       138,556
    Loans............................       239,542
      Less: Unearned income..........        (5,326)
            Allowance for loan losses        (4,935)
                                       ------------
      Net loans......................       229,281
    Premises and equipment...........         6,624
    Federal Home Loan Bank stock.....         1,919
    Other assets.....................         3,971
                                       ------------
      Total assets...................       396,383
                                       ------------
  Net liabilities assumed by Sunburst  $     12,317
                                       ============
  
       A gain of $4,992,000 was recognized on the sale to Sunburst. 
  This gain is computed as follows (dollars in thousands):
  
       Liabilities assumed by Sunburst                   $ 408,700
       Value of stock received                               9,930
       Cash received                                           100
                                                         ---------
                                                         $ 418,730
       Less:
         Basis of assets sold                             (396,383)
         Loans made to EB                                  (12,317)
         Writeoff of deferred charges                       (4,025)
         Costs of sale                                      (1,013)
                                                         ---------
       Gain                                              $   4,992
                                                         =========  
        
       Revenues related to discontinued banking operations
  approximated $6,000,000 in 1993.
  
  3.  Investment in Common Stock
  
      The Company's investment in common stock consists of the
  following:
  
                                    December 31, 1994               
                      -----------------------------------------------
                                               Gross 
                       Ownership             Unrealized 
                      Percentage    Cost       Gain       Fair Value 
  
                      ----------  --------  ----------  ------------
                                     (in thousands)
      Union Planters                                       
      Corporation...     1.6%      $9,930     $2,449       $13,312
                         ====      ======     ======       =======
  
                                     December 31, 1993         
                      ----------------------------------------------
                                              Gross
                      Ownership             Unrealized    
                      Percentage    Cost       Gain       Fair Value 
  
                      ----------  --------  ----------  ------------
                                      (In thousands)
      Grenada Sunburst 
      System Corp...    4.6%       $9,930     $  933       $10,863
                        ====       ======     ======       =======
  
              On December 31, 1994, Grenada merged with GSSC Acquisition
  Corporation, Inc., a wholly-owned subsidiary of Union Planters
  Corporation, a Tennessee corporation ("UPC"), resulting in EB
  receiving 1.453 shares of common stock of UPC in exchange for each
  share of common stock of Grenada.  This resulted in EB owning
  637,705 shares of UPC stock which represents approximately 1.6% of
  the UPC outstanding shares.
  
              In 1994, the Company adopted Statement of Financial Accounting
  Standards No. 115 "Accounting for Certain Investments in Debt and
  Equity Securities" and classified its investment in common stock as
  securities available-for-sale.  Accordingly, as of December 31,
  1994, the investment in UPC stock is carried at fair value of
  $20.875 per share with the unrealized gain of $3,382,000 presented
  as a separate component of stockholders equity.  No investments in
  common stock were sold during 1994.
  
              Securities classified as held for sale in 1993 were carried at
  the lower of aggregate cost or market.
  
  4.  Loans
  
      The table which follows sets forth by type of secured property
  the number  and amount of EB's loan portfolio at December 31, 1994
  and 1993 (dollars in thousands):
  
                                   As of December 31              
                        -------------------------------------------
                                1994                  1993        
                        ---------------------  --------------------
                             Outstanding            Outstanding
                         Number                 Number              
                           of      Principal      of      Principal
                         Loans      Balance     Loans      Balance  
                        --------  -----------  --------  ----------
  Real Estate Loans
    Mississippi:
      One-to four-family 
        residential.        53    $     1,505        76  $    2,247
      Multi-family 
        residential.....     3          2,233         4       2,410
      Office Space......     2             94         1          42
      Motel.............     4          3,059         4       3,249
      Industrial and 
        warehouse.......     1             44         2         971
      Land and lots.....     3            260         3         300 
    Other...............     7          1,061        11       1,794
                         -----    -----------     -----  ----------
                            73          8,256       101      11,013
                         -----    -----------     -----  ----------
    Other states:
      One-to four-family
        residential.....     7            377        12         483
      Multi-family
        residential.....     2          2,714         2       2,729
      Office space......     3          5,511         3       5,462
      Industrial and
        warehouse.......     -              -         1         825
                        ------     ----------     -----  ----------
                            12          8,602        18       9,499
                        ------     ----------     -----  ----------
                            85         16,858       119      20,512
                        ------     ----------     -----  ----------
  
  Commercial Business Loans
    Accounts receivable, 
      inventory and 
      equipment.........     1           21         1          23
    Aircraft............     1          367         1         425
    Small business
      administration....     1          278         1         302
    Other...............     1           62         2          68
                        ------   ----------     -----  ----------
                             4          728         5         818
                        ------   ----------     -----  ----------
  
  Other Secured Loans...    21          221        48         521
                        ------   ----------     -----  ----------
  Total Loans...........   110       17,807       172      21,851
                        ======                  =====  
  
  Less:  Unearned income                (55)                 (126)
         Allowance for 
           loan losses.              (5,117)               (5,381)
                                 ----------            ----------
  
  Net loans.............         $   12,635            $   16,344
                                 ==========            ==========
  
              Real estate loans are presented net of wrap around loans of
  $1,977,000 in 1994 and $2,068,000 in 1993.
  
              There were $3,211,000 and $1,626,000 in nonearning loans at
  December 31, 1994 and 1993, respectively.
  
       The changes in the allowance for loan losses are shown in the
  following table (dollars in thousands):
  
                                          1994            1993    
                                      ------------    ------------
  Balance at beginning of year....... $      5,381    $      6,546
  Current provision..................            -             794
  Current charge-offs................         (359)         (1,089)
  Current recoveries.................           80              28
  Transfer from (to) real estate 
    held for sale....................           15            (898)
                                      ------------    ------------
  Balance at end of year............. $      5,117    $      5,381
                                      ============    ============
  
       Restructured loans approximated $2,965,000 and $4,852,000 as
  of December 31, 1994 and 1993, respectively.  These are loans for
  which concessions, including reduction of interest rates,
  reductions of principal balance or deferral of interest or
  principal payments, have been granted due to the borrower's
  financial condition.  Interest income recognized on restructured
  loans approximated $417,000 in 1994 and $448,000 in 1993.  The
  difference between interest income recognized on restructured loans
  and income that would have been recorded in accordance with the
  original loan terms was not material for any period presented.  At
  December 31, 1994, there were no outstanding commitments to lend
  additional funds to borrowers with restructured loans.
  
  5.  Real Estate Held for Sale
  
      A summary of real estate held for sale at December 31, 1994 and
  1993, follows (dollars in thousands):
  
                                   As of December 31               
                     ------------------------------------------------
                              1994                     1993         
                     ---------------------      ---------------------
                      Number of   Net Book       Number of   Net Book 
                     Properties    Value        Properties    Value 
                     ----------  ---------      ----------   --------
  
  Mississippi
    One-to four-family
      residential.....       -   $       -               6  $    163
    Multi-family
      residential.....       -           -               1       220
    Retail business...       4         131               5       146
    Land and lots.....       5         330              15       545
                       -------   ---------      ----------  --------
                             9         461              27     1,074
                       -------   ---------      ----------  --------
  
  Other states
    One-to four-family
      residential.....      -           -                1         5
    Multi-family
      residential.....      1       1,102                1     1,103
    Retail business...      -           -                1     1,223
                       ------   ---------       ----------  --------
                            1       1,102                3     2,331
                       ------   ---------       ----------  --------
                           10       1,563               30     3,405
                       ======                   ==========
  Less:
    Accumulated 
      depreciation....                (53)                       (68)
                                 --------                   --------
  Total...............           $  1,510                   $  3,337
                                 ========                   ========
  
  6.  Notes Payable
  
      On April 5, 1993, EB borrowed $10.0 million from a bank and,
  with cash on hand, paid off the loan to Grenada (See Note 2 of the
  financial statements).  This new loan was collateralized by the
  438,889 shares of Grenada stock and five deeds of trust on real
  estate property held for sale.  On December 15, 1993, this loan was
  paid in full.
  
  7.  Related Party Transactions
  
      Security Federal Savings
  
      EB and Security Federal Savings, the parent company of Bailey
  Mortgage Company, a 30% owner of EB at December 31, 1993,
  participated in a joint venture for the purpose of providing data
  processing services to each company.  The companies were charged
  for services provided at rates comparable to those which would have
  been paid to other data processing companies providing similar type
  services.  EB's net cost for these services approximated $329,000
  in 1993. The joint venture was dissolved February 28, 1993.
  
       The Parkway Company 
  
              EB was a party to an administration agreement with Congress
  Street Properties ("Congress Street"), an affiliate of Parkway.
  Congress Street was merged into Parkway Congress Corporation
  ("Parkway Congress"), a wholly-owned subsidiary of Parkway, on
  November 29, 1994.  Subsequent to the November 29, 1994 merger and
  prior to December 31, 1994, the administrative services provided
  under the Administration Agreement were performed through Parkway
  Congress.  EB entered into an agreement with Parkway on January 1,
  1995 to pay a monthly fee based on the average of EB's costs under
  the Administration Agreement for the last quarter of 1994.  Prior
  to December 31, 1994, Congress Street and certain other affiliated
  companies participated in an expense-sharing agreement (the
  participants in the expense-sharing agreement and certain other
  affiliated companies were collectively referred to as the "Eastover
  Group") whereby administrative offices for the participating
  companies were maintained in Congress Street's office in Jackson,
  Mississippi and officers of Congress Street also served as officers
  of the other participating companies, subject to the authority of
  the Board of each participant to elect or appoint and remove its
  officers in accordance with its certificate of incorporation,
  declaration of trust or other charter documents and applicable law. 
  Although EB was not a participant in the expense-sharing agreement,
  its annual payment to Congress Street was calculated as if it were. 
  There were no services or other benefits not available to EB due to
  its participation in the Eastover Group through the Administration
  Agreement rather than through the expense-sharing agreement.  The
  participants shared the cost of the common officers and other
  employees and of shared facilities and activities provided by
  Congress Street.  Common costs were initially paid by Congress
  Street.  Each participant paid Congress Street an annual fee (on a
  monthly basis) of one-half of one percent of its assets which are
  publicly-traded securities and the remainder of the common costs
  were allocated among the participants in proportion to their assets
  other than publicly-traded securities, based on their most recent
  publicly available balance sheets.  Certain costs which the common
  officers believed to be particularly attributable to each company
  were not shared.  These non-allocable costs include but were not
  limited to: directors' fees, legal, audit, stock transfer expenses,
  stationery and items of a similar nature.  The Administration
  Agreement was in effect from year to year and was automatically
  renewable, although any party could terminate its participation in
  the agreement at any time upon 60 days' notice.  Subsequent to
  March 1, 1993, EB, Inc. paid Congress Street approximately $292,000
  in 1993 as a result of the Administrative Agreement.  In 1994, EB
  paid Congress Street approximately $267,000.  The Administrative
  Agreement between EB, Inc. and Congress Street did not exist prior
  to March 1, 1993.
  
      Other
  
      Prior to March 1, 1993, EB leased certain real estate and
  personal properties from related parties.  Capitalized lease
  obligations relative to certain of these leases approximated
  $44,000 in 1993, and were included in net liabilities to be assumed
  by Sunburst Bank.  Interest and lease expense relative to these
  leases approximated $13,000 in 1993.
  
   8.  Retirement Plan, Thrift Savings Plan and 401(k) Plan
  
       Prior to March 1, 1993, EB had a defined contribution thrift
  savings plan covering substantially all of its employees.  In July
  1992, the thrift savings plan was converted to a 401(k) plan. 
  Under the 401(k) plan, the Company matched employee contributions
  up to 4% of wages, at a rate of 25%.  The 401(k) plan cost included
  in operating expense was $15,000 in 1993. On March 1, 1993,
  matching contributions to the 401(k) plan were discontinued and the
  plan was terminated on April 15, 1993.
  
   9.  Income Taxes
  
       During 1993, the Company adopted the provisions of Statement
  of Financial Accounting Standards (SFAS) No. 109 "Accounting for
  Income Taxes".  Under the provisions of the Statement, the Company
  elected not to restate prior years' financial statements.  The
  cumulative effect of initial adoption was immaterial to the
  financial statements.
  
       Deferred income taxes reflect the net tax effects of (a)
  temporary differences between the carrying amounts of assets and
  liabilities for financial reporting purposes and the amounts used
  for income tax purposes, and (b) operating loss carryforwards.  The
  tax effects of significant items comprising the Company's net
  deferred tax asset as of December 31, 1994 are as follows (dollars
  in thousands):
  
                                                 1994        1993 
                                               --------    --------
            Deferred tax liabilities
              Unrealized gain on available
              for sale securities              $(1,261)    $    -
                                               -------     -------
            Deferred tax assets
              Allowance for possible loan 
                losses                           1,909      2,007
              Real estate held for sale 
                valuation allowance                853      1,328
              Uncollected accrued interest               
                allowance                          236        240
              Other                                121         46
              Operating loss carryforwards and
                tax credit carryforwards           746        721
                                               -------     -------
                                                 3,865      4,342
                                               -------     -------
            Valuation allowance                 (2,604)    (4,342)
                                               -------     -------
  
            Net deferred tax assets            $     -     $    -
                                               =======     =======
  
      The valuation allowance decreased approximately $1,738,000 in
  1994 and $1,512,000 in 1993.
  
      Income tax benefits differ from amounts computed by applying
  the statutory federal income tax rates to loss from continuing
  operations as a result of the following (dollars in thousands):
  
                                          1994        1993  
                                        --------    --------
  
      Taxes at statutory rates on 
        income (loss) before income 
        taxes........................   $   505     $  (357)
      Dividend received deduction....       (84)         75
      Temporary differences for which 
        no deferred tax benefit is 
        available due to uncertainty 
        of realization...............      (421)        282
                                        -------     -------
                                        $     -           -
                                        =======     =======
  
       EB has tax net operating loss and investment credit carryovers
  which are available to benefit future profitable years. 
  Additionally, there are approximately $270,000 in alternative
  minimum tax credits with no expiration date which are available to
  reduce taxes which may become payable in future years.  Tax net
  operating and investment credit carryovers are as follows (dollars
  in thousands):
  
                                 Net Operating       Investment Tax
            Expiration Date           Loss               Credit   
           ---------------       -------------       --------------
                1995-97               $    -               $   28
                1998-2000                312                   32
                2008                   1,433                    -
                2009                      78                    -
                                      ------               ------
                                      $1,823               $   60
                                      ======               ======
  
  10.  Contingencies
  
       EB is a defendant in various legal actions which principally
  arose when the Company was involved in bank lending activities. 
  The legal actions are in various stages of discovery and/or
  litigation.  While the Company intends to vigorously defend these
  matters, legal counsel is unable to form an opinion as to the
  estimated outcome of certain of these matters due to their early
  discovery stages.  Management, with the advise of legal counsel,
  has provided an accrual of $125,000 as its best estimate of the
  amount the Company may incur in connection with the ultimate
  resolution of these matters, which range from $125,000 to a maximum
  of $1,157,000 (including total damages sought for matters where
  legal counsel was unable to form an opinion as to potential
  outcome).
  
       EB has incurred cost approximating $111,000, in 1994 for
  certain environmental cleanup cost of two parcels of its real
  estate held for sale, which includes an accrual of $85,000 as of
  December 31, 1994.  Management presently believes future costs will
  not have a material adverse effect on the Company's financial
  position, results of operations or liquidity.
  
  11.  Supplemental Cash Flow Information
  
       The following table provides information regarding
  supplemental cash and noncash investing and financing activities:
  
                                         Year Ended December 31  
                                       -------------------------
                                          1994           1993     
                                       ----------     ----------
  Loan foreclosures added to real
    estate held for sale.............  $       19     $    1,484
  Loans made to facilitate sales of 
    real estate held for sale........         150            469
  Interest paid......................           -            405
  Income taxes paid..................           -             10
  Common stock received from sale of 
    assets...........................           -          9,930
  Acquisition costs from sale of 
    assets, including deferred 
    charges..........................           -          5,038
  Note payable to Sunburst...........           -         12,317
  Unrealized gain on available for 
    sale securities..................       3,382              -
  
  12.  Short Term Investments
  
       EB does not in the ordinary course of business take possession
  of the securities which collateralize its reverse repurchase
  agreements.  EB has controls which consist of the right to demand
  additional collateral or return of these invested funds at anytime
  the collateral value is less than the invested funds plus any
  accrued earnings thereon.  EB conducts these transactions on a
  short term basis with Deposit Guaranty National Bank with which it
  has a normal business relationship.  At December 31, 1994, the
  Company had $460,000 invested in reverse repurchase agreements
  which had a scheduled maturity of January 6, 1995.   EB also had a
  $7,060,000 Federal Home Loan Mortgage Corporation Discount Note
  which had a scheduled maturity of January 13, 1995.  These short
  term investments are included as cash equivalents on the
  accompanying balance sheets.
  
  13.  Accounting Standards to be Adopted in the Future
  
       The Financial Accounting Standards Board issued SFAS No. 107
  "Disclosures about Fair Value of Financial Instruments" and SFAS
  No. 119 "Disclosure about Derivative Financial Instruments and Fair
  Value of Financial Instruments" which are effective for
  organizations with total assets less than $150 million for fiscal
  years ending after December 15, 1995.  These Statements will
  require disclosures about the fair value of financial instruments,
  whether recognized or not recognized in the balance sheet, for
  which it is practicable to estimate the value and disclosures about
  amounts, terms and the nature of certain derivative financial
  instruments.
  
       During May 1993 and October 1994, the Financial Accounting
  Standards Board issued SFAS No. 114 "Accounting by Creditors for
  Impairment of a Loan" and SFAS No. 118 "Accounting by Creditors for
  Impairment of a Loan - Income Recognition and Disclosure" which are
  effective for financial statements for fiscal years beginning after
  December 15, 1994.  These Statements address the accounting by
  creditors for impairment of certain loans and requires that
  impaired loans, as defined, be measured based upon the present
  value of expected future cash flows discounted at the loan's
  effective interest rate or at the loan's observable market price or
  fair value of the underlying collateral.  Management does not
  believe the adoption of these statements will have a material
  effect on the Company's financial statements.
  
  14.  Subsequent Event - Merger
  
       On July 27, 1994, EB and Parkway announced that their Boards
  of Directors had agreed in principle to a merger of EB and a
  wholly-owned subsidiary of Parkway.  EB shareholders (other than
  Parkway) would receive $17.25 for each EB share, consisting of cash
  of $8 per share and shares of Parkway with a value of $9.25 based
  on a defined formula.  Parkway presently owns 52.3% of EB's
  outstanding shares.  The merger is subject to shareholder approval
  of EB and Parkway.  Special shareholder meetings to vote on the
  merger are scheduled for April 27, 1995.  If the merger is
  consummated, EB will become a wholly-owned subsidiary of Parkway
  and will no longer operate as a separate publicly-traded entity.
  
                               THE PARKWAY COMPANY
                 PRO FORMA CONSOLIDATED BALANCE SHEET (Unaudited)
                              As of December 31, 1994
   
              The following unaudited pro forma consolidated balance sheet sets 
  forth the effect of the merger of Parkway Aquisition Corporation (a wholly-owned
  subsidiary of Parkway) ("PAC") with and into EB as if the merger had been 
  consummated on December 31, 1994.  The pro forma consolidated balance sheet has 
  been prepared by management of Parkway based upon the historical financial 
  statements of Parkway and EB.  This pro forma consolidated balance sheet may not
  be indicative of the results that actually would have occurred if the merger had
  been in effect on the dates indicated or which may be obtained in the future.  
  The pro forma consolidated balance sheet should be read in conjunction with the 
  other financial statements and notes to the financial statements of Parkway and 
  EB.
  Parkway           EB                           Pro Forma
                                  12/31/94       12/31/94       Pro Forma       Consolidated
                                (Historical)   (Historical)   Adjustments         After EB
                                ------------   ------------   -----------       ------------
                                            (In thousands, except per share data)
  
  ASSETS
  Investments
    Real estate (net of
  accumulated depreciation)  $   39,276    $    1,510     $   (1,145) (2)    $   39,641
    Real estate partnerships:
       Wink-Parkway Partnership         319                                             319
    Investment in marketable 
      securities:
      EB, Inc.                       13,096                       (13,096) (1)(2)         0
      Other real estate & financial 
        service companies             1,965        13,312                            15,277
    Mortgage loans                    3,603        12,635          (8,252) (2)        7,986
    Investment in Golf Properties,
      Inc.                              570                                             570
                                 ----------    ----------      ----------        ----------
                                     58,829        27,457         (22,493)           63,793
  Interest and rents receivable 
    and other assets                  1,486           424                             1,910
  Cash and cash items                   320         7,517          (5,527) (2)        2,310
  Restricted cash                       427                                             427
                                 ----------    ----------      ----------        ----------
                                 $   61,062    $   35,398      $  (28,020)       $   68,440
                                 ==========    ==========      ==========        ==========
  
  LIABILITIES
  Notes payable to banks         $    4,154    $               $                 $    4,154
  Mortgage notes payable without 
    recourse                         22,827                                          22,827
  Accounts payable & other 
    liabilities                       1,563         1,689                             3,252
  Deferred gain                         280                                             280
                                 ----------    ----------      ----------        ----------
                                     28,824         1,689               0            30,513
                                 ----------    ----------      ----------        ----------
  
  STOCKHOLDERS' EQUITY
  Common Stock                        1,563         2,900          (2,470) (2)        1,993
  Additional paid in capital         26,847        30,017         (24,056) (2)       32,808
  Retained earnings                   3,158        (2,590)          2,590  (2)        3,158
  Unrealized gains                      670         3,382          (4,084) (2)(1)       (32)
                                 ----------    ----------      ----------        ----------
                                     32,238        33,709         (28,020)           37,927
                                 ----------    ----------      ----------        ----------
                                 $   61,062    $   35,398      $  (28,020)       $   68,440
                                 ==========    ==========      ==========        ==========
  Book value per share           $    20.63                                      $    19.03
  Shares outstanding 
    (In thousands)                    1,563         1,450             430             1,993
  THE PARKWAY COMPANY
                 NOTES TO PRO FORMA CONSOLIDATED BALANCE SHEET (Unaudited)
                                 As of December 31, 1994
  
  (1)         Eliminate Parkway's $702,000 pro-rata share of the unrealized gain 
              related to EB's investment in Union Planters ("Union Planters") 
              Corporation (formerly Grenada Sunburst Corporation).
  
  (2)         Parkway issues 430,413 Parkway Shares and pays $8 in cash per share 
              of EB stock to all EB shareholders (except for Parkway) in exchange 
              for all EB shares outstanding.  The 759,245 EB shares owned by 
              Parkway (representing 52.5% of the total shares outstanding)
              are retired.
  
                                         Basis of Additional   Historical Basis
                                           47.5% Interest      of 52.5% Interest
                                         -------------------   ------------------
  
        EB Shares outstanding                    1,450,117
        Less EB Shares owned
          by Parkway                              (759,245)
                                           ---------------
                                                   690,872
        Exchange ratio                     $9.25 to $14.85
                                           ---------------
        New Parkway Shares issued                  430,413
        Market value per Parkway Share     $         14.85
                                           ---------------
                                           $     6,391,633
        Cash paid to EB shareholders
          (690,872 x $8)                         5,526,976
        Basis of EB Shares held         
          by Parkway                                    --          $12,394,000
                                            --------------          -----------
        Parkway's cost of EB's net
          assets                            $   11,918,609          $12,394,000
                                            ==============          ===========
              The difference between EB's book value and Parkway's cost is 
              allocated to EB's real estate ($1,145,000) and mortgage loans
              ($8,252,000) pro-rata.
  47.5% Interest   52.5% Interest      Total   
                                            --------------   --------------  ------------
  Cost                           $ 11,918,000     $ 12,394,000   $ 24,312,000
              Book value                       16,012,000       17,697,000     33,709,000
                                             ------------     ------------   ------------
              Difference                     $ (4,094,000)    $ (5,303,000)  $ (9,397,000)
                                            ============     ============   ============
  
              Cost is allocated as follows:
              Union Planters Stock           $  6,323,000     $  6,989,000   $ 13,312,000
              Cash and other current
                assets                          3,772,000        4,169,000      7,941,000
              Accounts payable and
                other liabilities                (802,000)        (887,000)    (1,689,000)
              Real estate                         173,000          192,000        365,000
              Mortgage loans                    2,452,000        1,931,000      4,383,000
                                             ------------     ------------   ------------
                                             $ 11,918,000     $ 12,394,000   $ 24,312,000
                                             ============     ============   ============
  (3)         A reconciliation of pro forma consolidated stockholders' equity is 
              presented on the following page:
  Unrealized 
                               Common      Additional      Retained     Gains
                                Stock    Paid in Capital   Earnings    (Losses)      Total 
                               -------   ---------------   --------   ----------   --------
  Parkway historical           $ 1,563      $ 26,847        $ 3,158     $   670    $ 32,238
  
  EB historical                  2,900        30,017         (2,590)      3,382      33,709
  
  Pro forma adjustments:
    (2)  Issue Parkway shares
           in EB merger            430         5,961              -           -       6,391
    (2)  Retire EB shares
           outstanding          (2,900)      (30,017)         2,590      (3,382)    (33,709)
  
  Other pro forma adjustments:
    (1)  Eliminate Parkway's
           unrealized gain
           related to invest-
           ment in EB                -             -              -        (702)       (702)
                               -------      --------        -------     -------    --------
  Pro forma consolidated       $ 1,993      $ 32,808        $ 3,158     $   (32)   $ 37,927
                               =======      ========        =======     =======    ========
  THE PARKWAY COMPANY
               PRO FORMA CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
                       FOR THE TWELVE MONTHS ENDED JUNE 30, 1994
                                                              
  
        The following unaudited pro forma consolidated statements of income set 
  forth the effect of PAC's April 27, 1995 merger with EB, the November 29, 1994 
  merger with Congress Street into Parkway Congress Corporation ("PCC") (a wholly-
  owned subsidiary of Parkway) and the May 10, 1994 merger of First Continental 
  Real Estate Investment Trust ("First Continental" or "FCREIT") into Parkway 
  Texas Corporation (a wholly-owned subsidiary of Parkway) as if these 
  transactions had been consummated on July 1, 1993.  The pro forma consolidated 
  statements of income have been prepared by management of Parkway based upon 
  historical statements of Parkway, Congress Street, EB and First Continental.  
  These pro forma statements of income may not be indicative of the results that 
  actually would have occurred if the mergers had been in effect on the 
  dates indicated or which may be obtained in the future.  The pro forma 
  statements of income should be read in conjunction with the other financial
  statements and notes to the financial statements of Parkway, Congress Street
  and EB.
  Historical                         Pro Forma Adjustments        
               ----------------------------------  ------------------------------------------
               Parkway  Congress
               Company   Street     EB                     Congress                         Pro Forma
               6-30-94  5-31-94   6-30-94  FCREIT  FCREIT   Street     EB       Other     Consolidated
                 (1)       (2)       (2)     (2)   
               -------  --------  -------  ------  ------  -------- --------  ----------  ------------
  
  REVENUES
  Income 
   from
  REO        $6,429   $        $       $  595  $       $             $           $           $ 7,024
  Interest 
   on 
   mortgage 
   loans         265       35    1,798     217                                                  2,315
  Gain 
   on sale 
   of real 
   estate 
   partner-
   ship          280                                                                              280
  Gain 
   (loss) 
   on 
   REO
   and 
   mortgage
   loans, 
   net          (113)       3       71      28                                                    (11)
  Equity 
   in 
   earnings 
   (losses):
    Real 
    estate 
    companies:
     Congress 
      Street     (67)                                        67 (4a)                                0
     EB          337       39                               (39)(4d) (337)(4b)                      0
     Parkway            1,662                            (1,662)(4e)                                0
     FCREIT       (9)                            9(4c)                                              0
     Other       443                                                                              443
    Real 
     estate 
     partner-
     ships &
     corp.
     joint 
     ventures:
      One 
       Jackson 
        Place            (381)                              381 (4f)                                0
      Other      239                                                                              239
  Gain on 
   securities    579                44                                                            623
  Interest 
   on short-
   term 
   investments   235                23                                             (107)(4h)      151
  Dividends 
   and other 
   income        338               616     134                                                  1,088
             -------   ------   ------   -----  -       -------       -----       -----       ------- 
               8,956    1,358    2,552     974  9        (1,253)       (337)       (107)       12,152
             -------   ------   ------   -----  -       -------       -----       -----       -------  
  
  EXPENSES
  Interest        31       76       81     203                                                    391
  Management 
   allocation    502       53      303                       44 (4k)                              902
  Provision
   for loan 
   losses                          396                                                            396
  Real 
   estate 
   operating 
   expense:
    Opera-
     tions     3,760               168     417                                                  4,345
    Interest 
     expense   2,392                                                                            2,392
    Depreci-
     ation & 
     amorti-
     zation    1,022                41                       13 (4j)                            1,076
    Minority 
     interest   (542)                                       343 (4g)                             (199)
  Other 
   expenses      538      141      555     625                                                  1,859
              ------   ------   ------   -----  --      -------       -----       -----       -------
               7,703      270    1,544   1,245   0          400           0           0        11,162
              ------   ------   ------   -----  --      -------       -----       -----       -------  
  Income 
   (loss) 
   before 
   income 
   taxes 
   and 
   discon-
   tinued 
   opera-
   tions       1,253    1,088    1,008    (271)  9       (1,653)       (337)       (107)          909
  Income 
   tax 
   expense         1      107                              (107) (4i)                               1 
              ------   ------   ------   -----  --      -------       -----       -----       ------- 
  Net 
   income 
   (loss) 
   from 
   continuing 
   operation  $1,252   $  981   $1,008   $(271) $9      $(1,546)      $(337)      $ (107)     $   989
              ======   ======   ======   =====  ==      =======       =====       ======      ======= 
  Net 
   income 
   (loss) 
   from 
   continuing    
   operations 
   per 
   share      $ 0.96   $ 0.62   $ 0.70                                                        $  0.57
              ======   ======   ======                                                        =======
  Weighted 
   average 
   shares 
   outstand-
   ing (3)     1,300    1,571    1,450                                                          1,724
              ======   ======   ======                                                        =======
  THE PARKWAY COMPANY
                                   PRO FORMA CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
                                         FOR THE SIX MONTHS ENDED DECEMBER 31, 1994
                                                              
  
                           Historical                               Pro Forma Adjustments
                  ------------------------------      ------------------------------------------------
                   Parkway   Congress
                   Company    Street       EB         Congress                              Pro Forma
                  12-31-94   11-29-94   12-31-94       Street        EB          Other    Consolidated 
                     (1)        (2)       (2)          
                  --------   --------   --------      --------      ------      -------   ------------
  
  REVENUES
   Income from 
    real estate
  properties    $ 3,683    $          $             $             $           $         $    3,683
   Interest on 
    mortgage 
    loans             283         18      1,054                                                1,355
   Gain (loss) 
    on real 
    estate & 
    mortgage 
    loans, net        529          1       (171)                                                 359 
   Loss on 
    securities         27     (3,550)                                3,550 (4l)                   27
   Equity in 
    earnings 
    (losses):                     
      Real estate 
       companies:
        Congress 
         Street      (14)                                  14 (4a)                                 0
        EB, Inc.      618          3                       (3)(4d)    (618)(4b)                    0
        Parkway                  220                     (220)(4e)                                 0
        Other          77                                                                         77
      Real 
       estate 
       partner-
       ships
       & corp. 
       joint 
       ventures:
       One Jackson 
       Place                     (60)                      60 (4f)                                 0
       Other          195                                                                        195
   Interest on 
    short-term 
    investments        18                   101                                                  119
   Dividends and 
    other income       46                   308                                                  354
                  -------    -------    -------       -------       ------      ----      ---------- 
                    5,462     (3,368)     1,292          (149)       2,932         0           6,169
                  -------    -------    -------       -------       ------      ----      ----------
  
  EXPENSES
   Interest           140         19                                                             159
   Management 
    allocation        270         28        125                                   22 (4k)        445
   REO 
    expense:
    Operations      1,951                   115                                                2,066
    Interest  
     expense        1,078                                                                      1,078
    Depreciation
     & amortiza-
     tion             565                    16             6 (4J)                               587
    Minority 
     interest        (209)                                114 (4g)                               (95)
   Provision for
    possible losses                          55                                                   55
   Other expenses     662        175        314                                                1,151
                  -------    -------    -------       -------       ------      ----      ----------
                    4,457        222        625           120            0        22           5,446
                  -------    -------    -------       -------       ------      ----      ----------
   Income (loss) 
    before income 
    taxes and 
    discontinued 
    operations      1,005     (3,590)       667          (269)       2,932       (22)            723
   Income tax 
    expense                        3                       (3)(4i)                                 1 
                  -------    -------    -------       -------       ------      ----      ----------
   Net income 
    (loss) from 
    continuing 
    operations    $ 1,005    $(3,593)   $   667       $  (272)      $2,932      $(22)     $      723
                  =======    =======    =======       =======       ======      ====      ==========
   Net income 
    (loss) from 
    continuing 
    operations 
    per share     $  0.65    $ (1.67)   $   .46                                           $     0.37
                  =======    =======    =======                                           ==========
  
   Weighted 
    average 
    shares 
    outstanding
       (3)           1,544     2,151      1,450                                                1,969
                  ========   =======    =======                                           ==========
  THE PARKWAY COMPANY
         NOTES TO PRO FORMA CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
  
  (1)   During the fiscal year ended June 30, 1994, Parkway purchased
        1,218,910 shares of First Continental for $1,198,000, 453,471
        shares of EB for $5,864,000 and 117,232 shares of Congress
        Street for $94,000.  For purposes of the pro forma
        consolidated statements of income, these transactions were
        assumed to have taken place on July 1, 1993.
  
  (2)   For purposes of the pro forma consolidated statements of
        income, income from operations of Congress Street has been
        converted from an August 31 year end to a May 31 year end. 
        Accordingly, income for the twelve months ended May 31, 1994
        and six months ended November 29, 1994 (the date of the merger
        with Parkway) have been included in the pro forma consolidated
        statements of income.  Income from operations of EB has been
        converted from a December 31 year end to a June 30 year end. 
        Accordingly, income for the twelve months ended June 30, 1994
        and six months ended December 31, 1994 have been included in
        the pro forma consolidated statements of income.  Income from
        operations of First Continental Real Estate Investment Trust
        has been adjusted to reflect operations from June 1, 1993 to
        May 9, 1994, the date of the merger with Parkway Texas
        Corporation.
  
  (3)   Weighted average Parkway Shares outstanding were computed as
        follows:
  
                                     Twelve Months       Six Months 
                                         Ended              Ended
                                     June 30, 1994      Dec. 31, 1994
                                     -------------      -------------
       Historical weighted average 
         Parkway Shares outstanding      1,299,729         1,544,193
  
       Parkway Shares issued in 
         merger of PCC with Congress 
         Street                            561,086           561,086
  
       Parkway Shares retired in 
         merger of PCC with Congress 
         Street                           (567,066)         (567,066)
  
       Parkway Shares issued in 
         merger of PAC with EB             430,413           430,413
                                         ---------         ---------
       Pro forma weighted average 
         Parkway Shares outstanding      1,724,162         1,968,626
                                         =========         =========
  
  (4)   The pro forma adjustments to the consolidated statements of
        income consist of the following:
   
                                     Twelve Months      Six Months 
                                         Ended             Ended
                                     June 30, 1994     Dec. 31, 1994
                                     -------------     --------------
         (a)  Elimination of 
              Parkway's equity 
              in the losses of 
              Congress Street.       $    67,000       $    14,000
  
         (b)  Elimination of 
              Parkway's equity  
              in the earnings 
              of EB.                    (337,000)         (618,000)
  
         (c)  Elimination of 
              Parkway's equity 
              in the losses of 
              First Continental.           9,000                 0
  
         (d)  Elimination of 
              Congress Street's 
              equity in the 
              earnings of EB.            (39,000)           (3,000)
  
         (e)  Elimination of 
              Congress Street's 
              equity in the 
              earnings of Parkway.    (1,662,000)         (220,000)
    
         (f)  Elimination of 
              Congress Street's 
              equity in the losses 
              of One Jackson 
              Place.                     381,000            60,000
  
         (g)  Adjust Parkway's 
              minority interest 
              expense to reflect 
              its additional 
              ownership of One 
              Jackson Place.            (343,000)         (114,000)
  
         (h)  Adjust Parkway's 
              interest income on 
              investments to 
              reflect the use of 
              short-term cash 
              investments to 
              purchase additional 
              ownership interests 
              in First Continental, 
              EB and Congress Street.   (107,000)                -
  
          
  
                                     Twelve Months      Six Months 
                                         Ended            Ended
                                     June 30, 1994     Dec. 31, 1994
                                     -------------     --------------
  
         (i)  Adjust Congress 
              Street's deferred 
              income taxes 
              applicable to federal 
              alternative minimum 
              tax and deferred 
              state income tax 
              expense to zero.           107,000             3,000
  
         (j)  Add depreciation 
              on the increased 
              basis in the One 
              Jackson Place real 
              estate investment.         (13,000)           (6,000)
        
         (k)  Adjust for fees 
              related to managing 
              LNH REIT that will 
              be eliminated with 
              the termination of 
              the shared expense 
              agreement.                 (44,000)          (22,000)
  
         (l)  Eliminate Congress 
              Street's writedown 
              to the investments 
              in Parkway and EB.               -         3,550,000