content: SECURITIES AND EXCHANGE COMMISSION
  
                          WASHINGTON, DC  20549
  
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                                 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): December 19, 1995
                                                    -----------------
  
  
                            THE PARKWAY COMPANY
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          (Exact name of Registrant as specified in its charter)
  
  
  
  Texas                       0-12505                      74-2123597 
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  (State or other     (Commission File Number)          (IRS Employer
  jurisdiction of                                      Identification
  incorporation)                                           Number)   
  
  
  300 One Jackson Place, 188 E. Capitol St., Jackson, MS      39201
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  (Address of principal executive offices)                 (Zip Code)
  
  
  Registrant's telephone number, including area code (601) 948-4091
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    (Former name or former address, if changed since last report)
  
  
  
                                 <PAGE>
  FORM 8-K
  
                            THE PARKWAY COMPANY
  
  
  Item 2.       Acquisition or Disposition of Assets.
  
                       On December 19, 1995, The Parkway Company
                ("Parkway") purchased Waterstone, a four story Class A
                office building located approximately one mile from the
                Atlanta Hartsfield International Airport, from
                Massachusetts Mutual Life Insurance Company, an unrelated
                party.  The purchase price of $8,031,000 was funded with
                existing cash reserves. The building was built in
                1987 and consists of 92,600 square feet of net
                rentable area and 361 parking spaces.  At the purchase
                date, the building was 94% leased and occupied.
  
  Item 7.       Financial Statements and Exhibits.
  
                       (a)   Financial Statements of Waterstone
  
                       It is impractical to provide the audited financial
                statements of Waterstone required by Item 7(a) of Form 
                8-K, but such financial statements will be filed as soon
                as practical but not later than 60 days after the filing
                of this Form 8-K.
  
                       (b)   Pro Forma Consolidated Financial Statements.
  
                       The pro forma consolidated financial statements will
                be filed with the audited financial statements of
                Waterstone.
  
                       (c)   Exhibits.
  
                                    (10)   Agreement for Purchase and Sale of
                             Real Property By and Between Massachusetts
                             Mutual Life Insurance Company as Seller and
                             The Parkway Company as Purchaser dated
                             November 30, 1995.
  
  
                                  <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.
  
  DATE:         January 2, 1996
  
                                                         THE PARKWAY COMPANY
  
  
  
                                           BY:           /s/Sarah P. Clark
                                                         Sarah P. Clark       
                                                         Vice President, 
                                                         Chief Financial Officer
                                                         and Secretary<PAGE>
  
  
  
  
                               AGREEMENT FOR PURCHASE AND SALE
  
                                      OF REAL PROPERTY
  
                                       BY AND BETWEEN
  
                         MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
  
                                          AS SELLER
  
                                             AND
  
                                     THE PARKWAY COMPANY
  
                                        AS PURCHASER
  
  
  
  
  
  
  
                                                       Dated November 30, 1995
  <PAGE>
  
  
                                            INDEX
  
  
  
  Section                                                               Page #
  -------                                                               ------
  
  1.     Sale                                                                1
  2.     Purchase Price                                                      2
  3.     No Warranties or Representations by Seller;                         2
           Inspection and Approval by Purchaser
  4.     Title                                                               6
  5.     Condemnation; Damage to or Destruction of Premises                  7
  6.     Possession and Leases; Service Contracts                            8
  7.     Deposit and Remedies                                                8
  8.     Prorations, Costs and Fees                                          9
  9.     Closing                                                            10
  10.    Indemnification for Brokerage Fees                                 11
  11.    Completeness of Contract                                           12
  12.    Notices                                                            12
  13.    Time of Essence                                                    14
  14.    Execution in Counterparts                                          14
  15.    Governing Law                                                      14
  16.    Binding Effect                                                     15
  17.    Captions                                                           15
  18.    Assignment                                                         15
  19     Tenant Estoppel Certificates                                       16
  20.    No Material Changes                                                18
  21.    Conditions to Closing                                              20
  
  EXHIBITS:
  --------
  
  Exhibit A     -      Legal Description of the Real Property
  Exhibit B     -      Description of Personal Property
  Exhibit C     -      Description of Leases
  Exhibit D     -      Form of Assignment and Assumption of Leases
  Exhibit E     -      Form of Bill of Sale
  Exhibit F     -      Form of FIRPTA Certification
  Exhibit G     -      Additional Documents and Materials Delivered
                       to Purchaser
  Exhibit H     -      Form of Seller's Affidavit
  
  
  
                                             (i)<PAGE>
  
                             AGREEMENT FOR PURCHASE AND SALE OF
                                        REAL PROPERTY
  
  
  
         This AGREEMENT (the "Agreement") is made and entered into this
  30 day of November, 1995, by and between MASSACHUSETTS MUTUAL LIFE
  INSURANCE COMPANY, a Massachusetts corporation ("Seller"), and THE
  PARKWAY COMPANY, a Texas corporation ("Purchaser").
  
         1.     Sale.  Seller hereby agrees to sell, and Purchaser hereby
  agrees to purchase, a certain parcel of real estate, together with
  all buildings and other improvements located thereon (the "Improve-
  ments"), situated in Fulton County, Georgia, as such real property
  is more particularly described in Exhibit A attached hereto and made
  a part hereof, subject to (i) all building, zoning and environmental
  laws, ordinances and regulations, encroachments, restrictive
  covenants, mineral reservations, easements, utility rights of way,
  and restrictions, (ii) the leases described in Exhibit C attached
  hereto and made a part hereof, (iii) such state of facts as may be
  shown by survey, and (iv) those exceptions to title listed in
  Schedule B of the Commitment (as defined below) (collectively, the
  "Real Property"); together with the personal property used in
  connection therewith, if any (the "Personal Property"), as described
  in Exhibit B attached hereto and made a part hereof.  The Real
  Property and the Personal Property are sometimes collectively
  referred to herein as the "Property."  The leases described in
  Exhibit C are sometimes referred to herein as the "Leases."  The
  purchase and sale transaction contemplated by this Agreement is
  sometimes referred to herein as the "Transaction."
  
         2.     Purchase Price.  The purchase price for the Property shall
  be the sum of $8,031,667.00.  Purchaser has delivered to Seller the
  sum of $100,000.00 which, together with any interest earned thereon
  while being held by Seller pursuant to this Agreement, is referred
  to herein as the "Initial Deposit."  Upon the execution of this
  Agreement, Purchaser shall deliver to Seller by cashier's check
  (subject to deposit and clearance) or wire transfer of immediately
  available federal funds the additional sum of $900,000.00 which,
  together with any interest earned thereon while being held by Seller
  pursuant to this Agreement, is referred to herein as the "Additional
  Deposit."  The Initial Deposit and the Additional Deposit, to the
  extent actually delivered to Seller by Purchaser, are sometimes
  collectively referred to herein as the "Deposit."  The Deposit shall
  be considered to be earnest money.  Upon closing, (i) the entire
  Deposit shall be applied to the purchase price in accordance with
  the terms of this Agreement, and (ii) Purchaser shall pay to Seller
  the remainder of the purchase price in cash by wire transfer of
  immediately available federal funds.
  
         3.     No Warranties or Representations by Seller; Inspection and
  Approval by Purchaser.
  
         (a)    Seller makes no warranties or representations of any kind,
  express or implied, in connection with the sale and purchase of the
  Property including, without limitation, any warranties or represen-
  tations as to the condition of any of the Real Property or the
  Personal Property (specifically including, without limitation, those
  matters addressed in Paragraph 3(b) below), except for any
  warranties contained elsewhere herein, in the Deed (as defined
  below) and other documents delivered by Seller at closing.  THE
  PROPERTY IS SOLD ON AN "AS-IS" BASIS AND SHALL BE ACCEPTED IN ITS
  CONDITION AS IT MAY BE ON THE CLOSING DATE.  Seller shall have no
  obligation or liability to make any repairs to or replacements of
  any Real Property or Personal Property before or after the Closing
  Date (as defined below) other than in the ordinary course of
  business.
  
         (b)    Purchaser understands and agrees that Purchaser is solely
  responsible for inspecting the Property and the condition thereof
  (or causing such inspection to be undertaken) including, without
  limitation, (i) the structural, mechanical, electrical and other
  physical characteristics and systems of the Property, (ii) the
  existence or non-existence on, under or about the Property of any
  asbestos or other hazardous substances or hazardous materials, (iii)
  whether the Property is located within a flood or earthquake zone,
  and (iv) compliance with all applicable laws, ordinances and
  governmental regulations.  Purchaser further acknowledges and
  agrees, by its execution of this Agreement, that it has had the
  opportunity to make and complete, and that it has made and
  completed, all such inspections to its satisfaction and that
  Purchaser and its designated representatives and agents have had
  access to the Property for the purpose of conducting such inspec-
  tions.  Purchaser shall defend, indemnify and hold harmless Seller
  from and against any and all loss, claim, damage or injury to
  persons or property whatsoever arising out of such inspections
  conducted by or for Purchaser and shall promptly pay such amounts
  to Seller upon demand, together with all amounts incurred by Seller
  to repair any damage to the Property resulting from such inspections
  (such agreement to defend, indemnify and hold harmless shall survive
  closing or the earlier termination of this Agreement).  Purchaser
  further acknowledges its receipt of copies of the following
  materials and information delivered to Purchaser by Seller prior to
  the execution of this Agreement (and Seller shall not be obligated
  to provide additional copies of such materials or information, but
  has provided Purchaser with access thereto as described below), all
  to the extent such materials are within the possession or control
  of Seller:
  
         (i)    current operating statements for the Property;
  
         (ii)   a current rent roll of the Property and copies of the
         Leases affecting the Property; and
  
         (iii)  those additional documents and materials described on
         Exhibit G attached hereto and made a part hereof.
  
       Seller represents that the copies (but not necessarily the
  information contained therein) previously delivered to Purchaser are
  true, correct and complete copies.  Purchaser understands and agrees
  that Purchaser is solely responsible for reviewing and approving the
  foregoing materials and information and any other records,
  agreements, documents or materials in Seller's possession pertaining
  to the Property (or causing such review and approval to be
  undertaken), and that Purchaser and its designated representatives
  and agents have had access to the referenced materials for the
  purpose of conducting such review.  Purchaser further acknowledges
  and agrees, by its execution of this Agreement, that it has
  undertaken and completed such review and approval to its satisfac-
  tion.  Seller represents that to the best of its knowledge, it has
  not received written notice from any tenants claiming or alleging
  any default by Seller as landlord under any of the Leases.  For
  purposes of the preceding sentence, "Seller" shall be deemed to mean
  Gerald S. Monash, Julianne M. Echols and employees of Trammell Crow
  Company.
    
       During normal business hours prior to and after closing, but
  in no event more than thirty (30) days after closing, Seller agrees
  to give to Purchaser and its agents and representatives reasonable
  access to the Property and the books and records directly relating
  to the ownership, management, maintenance and operation of the
  Property, and all documents directly pertaining to the Property that
  are in the possession of Seller, or any of Seller's agents or
  representatives.  Seller will make available to Purchaser such
  additional financial and operating data necessary for Purchaser to
  thoroughly evaluate the Property.  Purchaser shall have the right
  upon reasonable notice to Seller to interview tenants under the
  Leases.
    
       The records, agreements, documents and materials described in
  this Paragraph 3(b) (the "Confidential Information") shall be deemed
  confidential and shall be kept by Purchaser in strict confidence
  under appropriate safeguards.  This restriction shall not apply to
  any information which (i) as shown by written records, was lawfully
  in Purchaser's possession prior to any disclosure by Seller,
  provided that the source of such information was not prohibited from
  transmitting the information to Purchaser or its Representatives (as
  defined below) by a contractual, legal, fiduciary or other
  obligation, or (ii) is generally available to the public or in the
  public record other than as a result of disclosure by Purchaser or
  Purchaser's employees, agents, representatives or others acting on
  Purchaser's behalf.  Without Seller's prior written consent,
  Purchaser shall not, directly or indirectly: (i) disclose or reveal
  any of such Confidential Information to any person, firm or entity
  except to Purchaser's directors, officers, employees, attorneys or
  professional advisors who are actively and directly participating
  in the Transaction (collectively, the "Representatives"), and any
  recognized financial institution from which Purchaser is requesting
  financing for the Transaction, each of whom shall be informed by
  Purchaser of the confidential nature of such Confidential Informa-
  tion, be provided with a copy of this provision, and agree to
  observe the same terms and conditions set forth herein as if
  specifically named a party hereto or (ii) use the Confidential
  Information for any purpose other than in connection with the
  Transaction.  If the Transaction is not consummated pursuant to this
  Agreement, Purchaser will deliver promptly to Seller all copies of
  the Confidential Information without retaining any copies or
  extracts thereof.  This Paragraph 3(b) shall survive any termination
  of this Agreement prior to closing.  Notwithstanding the foregoing,
  Seller acknowledges that Purchaser may be required to audit the past
  operating results of the Property to comply with certain Federal
  securities laws and disclosure requirements.  The results of the
  audit and the operating figures will be made public to the extent
  required by such laws.
  
         (c)    Purchaser shall have, in addition to any inspection or
  audit rights contained elsewhere in this Agreement, the right to
  conduct a full audit of the books and records of Seller relating to
  the operations and financial results of the Property, in such form
  and at such time including after the closing, but in no event more
  than thirty (30) days after closing, as Purchaser may reasonably
  determine is necessary to comply with applicable securities laws
  requirements.  All costs incurred as a result of Purchaser's
  undertaking such audit shall be borne exclusively by Purchaser;
  however, Seller shall make available such books, records and
  materials as may be reasonably requested by Purchaser or its
  accountants in order to conduct such audit, but Purchaser shall be
  responsible for the payment of all copying and/or delivery charges
  incurred by Seller as a result of such audit.  All such audit
  activities shall be conducted in a commercially reasonable fashion
  during normal business hours and upon five (5) days prior written
  notice from Purchaser to Seller.  Purchaser acknowledges that the
  results of such audit will not affect, in any way, Purchaser's
  obligations to consummate this transaction.
  
         (d)    Without limiting the generality of the foregoing
  Paragraphs 3(a) and 3(b) or any other provision of this Agreement,
  Purchaser specifically acknowledges and agrees that, except for any
  wilfull or reckless misrepresentations made to Purchaser by Seller
  or its agents, Purchaser hereby waives, releases and discharges any
  claim it has, might have had or may have against Seller with respect
  to the condition of the Property, either patent or latent,
  Purchaser's ability or inability to obtain or maintain governmental
  permits, allotments, or other licenses for the use or operation of
  the Property, the actual or potential income or profits to be
  derived from the Property, compliance with environmental protection,
  pollution or land use laws, rules, regulations, ordinances or
  requirements, and any other state of facts which exists with respect
  to the Property.
  
         4.     Title.  Prior to the execution of this Agreement,
  Purchaser shall have obtained, at Purchaser's expense, a commitment
  (the "Commitment") for an owner's policy of title insurance covering
  the Property.  By executing this Agreement, Purchaser shall be
  deemed for all purposes to have accepted, or arranged for the
  deletion of, all exceptions to title listed in Schedule B of the
  Commitment.  Purchaser shall have until the Closing Date in which
  to reexamine title to the Property and to object to any matters
  which were not filed and indexed of record as of the date of the
  Commitment.  Seller shall have no responsibility or obligation to
  satisfy any of Purchaser's objections to title matters, and Seller
  shall have no liability to Purchaser or any other individual or
  entity for failure to satisfy any of Purchaser's objections.  If
  Seller elects not to satisfy any of Purchaser's objections to title
  to the Property or if Seller elects to satisfy any of such
  objections but such objections remain unsatisfied on the Closing
  Date, Purchaser may either (i) waive all of such unsatisfied objec-
  tions and proceed with the closing of the Transaction, without any
  adjustment of the purchase price, or (ii) by written notice to
  Seller terminate this Agreement, constituting Purchaser's sole
  remedy, in which case the Deposit shall be returned to Purchaser,
  and Seller and Purchaser shall thereupon be released of all further
  liability under this Agreement except for any liabilities which by
  the terms hereof survive the termination of this Agreement. 
  Purchaser accepts and assumes responsibility for obtaining at
  Purchaser's expense a current survey of the Property, for obtaining
  deletion of any Commitment exceptions for matters which would be
  disclosed by a current, accurate survey of the Property, and for
  obtaining at Purchaser's expense an owner's policy of title
  insurance based on the Commitment and containing all exceptions
  shown in the Commitment which are not disposed of to the satisfac-
  tion of the title company issuing the Commitment.  Seller shall have
  no responsibility or obligation to furnish such policy or any
  endorsements thereto.  All fees and premiums for title examination,
  the Commitment, and all title insurance policies which may be
  obtained by Purchaser shall be paid by Purchaser.
  
         5.     Condemnation; Damage to or Destruction of Premises.
  
         (a)    If condemnation proceedings are instituted or threatened
  against the Property prior to the closing of the Transaction, Seller
  shall give Purchaser prompt written notice thereof.  In such event,
  Purchaser shall have the option either to purchase the Property on
  the Closing Date (in which case Seller shall assign to Purchaser any
  condemnation proceeds theretofore or thereafter received with
  respect to the Property) or to terminate this Agreement.  If
  Purchaser elects to terminate this Agreement, it shall do so by
  written notice to Seller not later than ten (10) days after
  Purchaser's receipt of notice of such condemnation proceedings, in
  which case Seller shall return the Deposit to Purchaser, each party
  shall pay all costs and expenses which it has incurred, and
  thereafter neither party shall have any further liability hereunder
  except for liabilities which by the terms hereof survive the
  termination of this Agreement.
  
         (b)    If all or any portion of the Property is destroyed or
  damaged by one or more fires, windstorms, hurricanes, hailstorms,
  floods, explosions or other casualties prior to the closing of the
  Transaction, Seller shall give Purchaser prompt written notice
  thereof (the "Casualty Notice"), and Seller and Purchaser agree as
  follows:
  
         (i)    If the amount of the casualty loss is $250,000.00 or less,
         this Agreement will continue, and Seller shall have the option
         of (1) repairing the casualty loss prior to closing to substan-
         tially the same condition as prior to the casualty loss or (2)
         transferring to Purchaser at closing all insurance proceeds
         collectible by reason of such casualty loss and an amount equal
         to Seller's insurance deductible applicable to such casualty
         loss and Seller's rights to negotiate the amount of such
         insurance proceeds with Seller's insurance carrier.  In either
         of such events, the purchase price will be paid by Purchaser
         at closing without reduction.
  
         (ii)   If the amount of the casualty loss exceeds $250,000.00,
         Purchaser shall have the option for ten (10) days after the
         date of the Casualty Notice to terminate this Agreement by
         written notice to Seller, in which case Seller shall return the
         Deposit to Purchaser, each party shall pay all costs and
         expenses which it has incurred, and thereafter neither party
         shall have any further liability hereunder except for liabili-
         ties which by the terms hereof survive the termination of this
         Agreement.  In the event that Purchaser does not terminate this
         Agreement pursuant to this Paragraph 5(b)(ii), the purchase
         price will be paid by Purchaser at closing without reduction
         and Seller shall transfer to Purchaser at closing all insurance
         proceeds collectible by reason of such casualty loss and an
         amount equal to Seller's insurance deductible applicable to
         such casualty loss.
  
         Seller shall maintain in force its current casualty insurance
  coverage on the Property until the closing of the Transaction. 
  Prior to closing, Seller shall notify Purchaser of any notice
  received by Seller of any material adverse change in or to the
  Property including, without limitation, any notice relating to any
  insurance contract or policy now held or owned by Seller to cancel
  or materially increase any premiums relating thereto. 
  
         6.     Possession and Leases; Service Contracts.  Possession of
  the Property shall be delivered to Purchaser upon the consummation
  of the Transaction, subject to the Leases.  Purchaser specifically
  approves the Leases as exceptions to title.  All Leases shall be
  assigned to and assumed by Purchaser upon closing by means of an
  Assignment and Assumption of Leases in the form of Exhibit D
  attached hereto and made a part hereof.  All Service Contracts shall
  be terminated by Seller as of the Closing Date.
  
         7.     Deposit and Remedies.  Upon consummation of the Transac-
  tion, the Deposit shall be applied to the purchase price.  In the
  event the Transaction is not consummated by reason of default on the
  part of Purchaser, Seller, as its sole remedy, shall be entitled to
  receive and retain the Deposit as liquidated damages due to the
  difficulty and inconvenience of measuring actual damages, and Seller
  and Purchaser shall thereupon be released of all further liability
  under this Agreement.  In the event the Transaction is not
  consummated through default on the part of Seller, Purchaser, as its
  sole remedy, shall be entitled to receive the return of the Deposit
  as liquidated damages due to the difficulty and inconvenience of
  measuring actual damages, and Seller and Purchaser shall thereupon
  be released of all further liability under this Agreement.  Seller
  and Purchaser agree that no other damages, liquidated or unliqui-
  dated, or other relief shall be sought or allowed and that neither
  party shall enjoy the remedy of specific performance, and Seller and
  Purchaser hereby specifically waive any and all right to seek or
  obtain such damages or other relief or remedy and agree that their
  only remedy under or for breach of this Agreement shall be as set
  forth in this Paragraph 7.   Seller hereby covenants to Purchaser
  that it shall not negotiate or otherwise pursue any other contracts
  or agreements for the Property and shall not execute a letter of
  intent or any other contract or agreement for the sale of the
  Property with any third party through and including the Closing
  Date.
  
         8.     Prorations, Costs and Fees.  All income and expenses of
  the Property, including, without limitation, all real and personal
  property taxes, rents, common area maintenance charges, advance
  rental payments, utility company charges for the then-current
  period, charges or fees assessed by any governmental authority, and
  insurance premiums on any policies assigned to Purchaser, shall be
  prorated as of 11:59 p.m., Eastern Time, of the day immediately
  preceding the Closing Date, based on a 365-day year.  Seller will
  cause to be paid when due or shall be responsible for all taxes,
  license fees, trade accounts and costs and expenses of operation and
  maintenance of the Property incurred through the closing, except
  amounts subject to proration hereunder.  Tenant security deposits,
  if any, to the extent and only to the extent actually delivered to
  and held by Seller or Seller's agent, shall be delivered upon
  closing to Purchaser or a credit therefor shall be given to
  Purchaser, and Seller shall thereafter have no further obligation
  or responsibility for the return of security deposits.  After the
  closing of the Transaction, Seller shall be entitled to obtain from
  all utility companies serving the Property any deposits posted by
  Seller with such companies, and Purchaser shall be solely responsi-
  ble for posting its own deposits with such utility companies;
  provided, however, that Seller shall use its reasonable efforts to
  coordinate with Purchaser in obtaining Seller's utility deposits to
  avoid any interruption of utility services to the Property. 
  Recording fees for the Deed (as defined below), transfer taxes
  imposed upon the Transaction along with the costs of a current
  survey (if required), the costs of any inspections of the Property
  (including, without limitation, environmental inspections and
  reports), title examination and commitment fees and the costs of an
  owner's title insurance policy and all costs related to any
  financing obtained by Purchaser shall be paid at closing by
  Purchaser.  Seller and Purchaser shall each pay the fees and costs
  of their respective attorneys.
  
         9.     Closing.
  
         (a)  The closing of the Transaction shall take place in the
  office of Seller, at 1050 Crown Pointe Parkway, Suite 1780, Atlanta,
  Georgia  30338 (or at such other location upon which the parties may
  mutually agree), on or before December 19, 1995 (the "Closing
  Date").
  
         (b)  At closing, Seller shall deliver to Purchaser the
  following:
  
              (i)  a limited warranty deed conveying title to the Real
              Property in accordance with the terms and conditions of
              this Agreement (the "Deed");
  
              (ii)  an Assignment and Assumption of Leases in the form
              attached hereto as Exhibit D, properly executed by Seller
              (Purchaser shall also join in the execution of such
              Assignment and Assumption of Leases);
  
              (iii)  a Bill of Sale to Purchaser covering the Personal
              Property, in the form attached hereto as Exhibit E;
  
              (iv)  a certification in the form of Exhibit F attached
              hereto, indicating that Seller is not a "foreign person"
              as defined in the Foreign Investment in Real Property Tax
              Act and the Internal Revenue Code of 1986, as amended.
  
         (c)  At closing, Seller shall be entitled to retain the
  Deposit, and Purchaser shall deliver to Seller the following:
  
              (i)  the balance of the Purchase Price (to be paid in the
              manner described in Paragraph 2 of this Agreement); and
  
              (ii)  an Assignment and Assumption of Leases in the form
              attached hereto as Exhibit D, properly executed by
              Purchaser (Seller shall also join in the execution of such
              Assignment and Assumption of Leases).
  
  
       10.    Indemnification for Brokerage Fees.  It is understood and
  agreed by and between Seller and Purchaser that no broker other than
  CB Commercial Real Estate Group, Inc. ("Broker") and Alexander
  Property Group ("Co-Broker"), is or has been involved in the
  Transaction.  Seller and Purchaser further understand and agree that
  Broker shall be entitled to the payment by Seller at closing of a
  commission equal to three and one-half percent (3.5%) of the
  purchase price of the Property set forth in Paragraph 2 of this
  Agreement pursuant to a separate agreement between Seller and
  Broker; provided, however, that Broker shall be entitled to the
  payment of such commission only upon the closing of the Transaction. 
  Any provision of this Agreement to the contrary notwithstanding,
  Broker shall be solely responsible for the payment to Co-Broker of
  any commission or compensation owing to Co-Broker in connection with
  the Transaction and for assuring that such commission or compensa-
  tion is paid in accordance with applicable law.  Purchaser and
  Seller each agree to indemnify and hold harmless the other from and
  against any and all costs and expenses (including, without
  limitation, attorneys' fees) relating to any claims for brokerage
  or finder's fees or commissions made by any other broker, agent or
  any other entity or third party as a result of any representations
  or agreements alleged to have been made by Purchaser or Seller, as
  the case may be, to or with such broker, agent, other entity or
  third party as a result of any negotiations or communications in
  connection with the Transaction or the Property.  The provisions of
  this Paragraph 10 shall survive closing.
  
         11.    Completeness of Contract.  All understandings, discussions
  and agreements heretofore had between the parties are merged in this
  Agreement, which alone fully and completely expresses their
  agreement.  This Agreement is being entered with the opportunity for
  full investigation by the Purchaser and Purchaser does not rely upon
  any statement or representation not expressly set forth in this
  Agreement.  Pursuant to Paragraph 3(b) of this Agreement, Purchaser
  has had the opportunity to inspect the Real Property, the Improve-
  ments, the Personal Property, and the furnishings and equipment on
  the Property and become thoroughly acquainted with their condition,
  and is fully satisfied with the results of such inspections. 
  Pursuant to Paragraph 3(b) of this Agreement, Purchaser has also had
  the opportunity to examine and approve the Leases and to make its
  own determination of the income potential of the Property, and to
  examine and approve the Service Contracts and all other documents,
  materials and information pertaining to the Property in the
  possession of Seller, and is fully satisfied with the results of
  such examination.  Purchaser does not and shall not rely on any
  statements or representations that may have been made by Seller or
  its agents, officers, employees or contractors.
  
         12.    Notices.  All notices, consents, approvals and requests
  required or permitted hereunder shall be given in writing and shall
  be effective for all purposes if hand delivered or sent by (i)
  certified or registered United States mail, postage prepaid, or (ii)
  expedited prepaid delivery service, either commercial or United
  States Postal Service, with proof of attempted delivery, or (iii)
  faxed with the original sent by pre-paid, next-day delivery,
  addressed as follows, or to such other address or person as shall
  be designated from time to time in a written notice to the other
  party in the manner provided for in this Paragraph 12:
  
  If to Purchaser:           The Parkway Company
                             188 East Capitol Street
                             Suite 300
                             Jackson, MS  39201
  
                             Attention:
                             Steven G. Rogers, President
  
  and:                       Forman, Perry, Watkins & Krutz
                             188 East Capitol Street
                             Suite 1200
                             Jackson, MS  39201
  
                             Attention:
                             Robert C. Hutchison, Esq.
  
  
  If to Seller:              Massachusetts Mutual Life Insurance Company
                             c/o Cornerstone Real  Estate Advisers, Inc.
                             Suite 1780
                             1050 Crown Pointe Parkway
                             Atlanta, Georgia 30338
  
                             Attention:
                             Gerald S. Monash, CCIM
                             Vice President
  
  and:                       Massachusetts Mutual Life Insurance Company
                             c/o Cornerstone Real Estate Advisers, Inc.
                             Suite 1780
                             1050 Crown Pointe Parkway
                             Atlanta, Georgia 30338
                                           
                       
                             Attention:
                             Laura R. Champion, Esq.
                             Regional Counsel
  
  
         A notice shall be deemed to have been given:  in the case of
  hand delivery, at the time of delivery to any employee at the
  designated address; in the case of registered or certified mail,
  three Business Days after deposit in the United States mail; or in
  the case of expedited prepaid delivery, upon the first attempted
  delivery on a Business Day.  The term "Business Day" shall mean any
  day other than a Saturday, Sunday or any other day recognized and
  observed as a public and legal holiday by the State of Georgia.  A
  party receiving a notice which does not comply with the technical
  requirements for notice under this Paragraph 12 may elect to waive
  any deficiencies and treat the notice as having been properly given.
  
         13.    Time of Essence.  Time is of the essence of this Agreement
  in the performance of the terms and conditions hereof.
  
         14.    Execution in Counterparts.  This Agreement may be executed
  in two or more counterparts, each of which shall be an original, but
  all of which shall constitute one and the same instrument.  It shall
  not be necessary for all the parties to execute each counterpart for
  this Agreement to be binding; subject to Paragraph 16 below, this
  Agreement shall be binding if each party executes at least one
  counterpart hereof.  Counterparts of this Agreement may be executed
  and delivered by facsimile transmission, and a facsimile signature
  shall be binding upon such party as if it were an original thereof.
  
         15.    Governing Law.  This Agreement shall be governed by,
  construed and enforced in accordance with the laws in force in the
  State of Georgia.
  
         16.    Binding Effect.  This Agreement may not be changed or
  terminated orally, but may only be changed or amended by a writing
  duly executed by both Seller and Purchaser.  Stipulations and
  covenants set forth herein shall apply to and bind the heirs,
  executors, administrators, successors and assigns of the respective
  parties.  This Agreement shall not be binding until signed by both
  parties hereto.
  
         17.    Captions.  Paragraph titles or captions contained herein
  are inserted as a matter of convenience and for reference only, and
  in no way define, limit, extend or describe the scope of this
  Agreement or any provision hereof.
  
         18.    Assignment.  Except as provided in this Paragraph 18, this
  Agreement may not be assigned by Purchaser without the prior written
  consent of Seller.  The foregoing sentence to the contrary
  notwithstanding, Purchaser may assign this Agreement, subject to the
  prior written consent of Seller, which consent shall not be
  unreasonably withheld, to a partnership, corporation or other
  entity, ownership of which is 51% vested in Purchaser, provided that
  Purchaser (i) gives Seller prompt written notice of such assignment,
  to be received by Seller in any event not less than three (3)
  Business Days prior to the Closing Date, in accordance with
  Paragraph 12 of this Agreement, and (ii) delivers to Seller at or
  prior to closing an instrument or instruments in form and substance
  satisfactory to Seller evidencing such assignment.  No assignment
  of this Agreement shall release Purchaser from its obligations
  hereunder without the express written consent of Seller.
  
         19.    Tenant Estoppel Certificates.  Seller shall obtain
  estoppel certificates from the tenants of the Property on or before
  closing.  Seller warrants that there will be no material change
  between the Leases and the applicable estoppel certificates.  For
  purposes of this section, "material change" shall be deemed to mean
  any change that adversely affects the Leases by more than $5,000.00. 
  In the event that an estoppel certificate alleges a material change,
  Purchaser shall notify Seller of same in writing and Seller shall
  have a period of thirty (30) days from the date of receipt of such
  notice to correct, clarify or cure the material change and the
  Closing Date shall be appropriately extended to a date mutually
  agreed to by the parties.  If Seller fails to so correct, clarify
  or cure within such thirty (30) day period, Purchaser may (i) elect
  to disregard such material change and close this Transaction or (ii)
  cancel this Agreement and receive a return of its Earnest Money.
  
         20.    No Material Changes.  Prior to closing, Seller shall: (i)
  not cancel or permit cancellation of any hazard or liability
  insurance carried with respect to the Property; (ii) remedy all
  material violations of laws, ordinances, orders or requirements
  relating to the Property which are not caused by Purchaser and of
  which Seller has received actual notice and provide Purchaser with
  evidence of curing of same; (iii) operate the Property on a basis
  consistent with historical operations; and (iv) without the prior
  written consent of Purchaser, which shall not be unreasonably
  withheld, not enter into any, nor shall any agent acting on its
  behalf , enter into, leases with respect to the Property.  Prior to
  closing, Seller also will not, without the prior written consent of
  Purchaser, which consent shall not be unreasonably withheld, (i)
  sell, transfer or dispose or become obligated to sell, transfer or
  dispose of any of the Property, except for the use and consumption
  of inventory, office and other supplies and spare parts, and the
  replacement of worn out, obsolete, and defective tools, equipment
  and appliances, in the ordinary course of its business, (ii) except
  as specifically permitted by this Agreement, enter into any
  transaction, or make any commitment with respect to the Property
  other than in the ordinary course of the business, and (iii) amend,
  renew, extend, modify or terminate any Lease except as contemplated
  by this Agreement except in the ordinary course of its business. 
  Prior to closing, Seller shall operate and maintain the Property in
  substantially the same manner and condition as Seller has operated
  and maintained the Property immediately prior to the date hereof. 
  Seller will perform current or routine maintenance and repairs of
  or to the Property as may be required or reasonably appropriate to
  operate and maintain the Property.
  
         21.    Conditions to Closing.  On or before closing, Seller shall
  (i) replace the transformer on the fourth (4th) floor of the
  Property with a new transformer which is the same as the existing
  transformer or one of equal capacity, and (ii) label all electrical
  panels in the building located on the Real Property.  If Seller
  fails to do so, Purchaser may (i) reduce the Purchase Price by an
  amount equal to the bid received by Seller from Seller's electrical
  contractor for the purchase and installation of the transformer and
  labeling of the panels, or (ii) cancel this Agreement and receive
  a return of its Earnest Money.
  
  <PAGE>
        IN WITNESS WHEREOF, the parties have duly executed this
  Agreement as of the date first set forth above.
  
  
  SELLER:                             PURCHASER:
  
  MASSACHUSETTS MUTUAL LIFE           THE PARKWAY COMPANY
  INSURANCE COMPANY
  a Massachusetts corporation
  
  By:  CORNERSTONE REAL ESTATE        By:  /s/ Steven G. Rogers
       ADVISERS, INC.                          Steven G. Rogers
       a Massachusetts corporation             President
       Its Authorized Agent
                                      Attest:______________________
  
  By:  /s/ Gerald S. Monash           Title:_______________________
           Gerald S. Monash
           Vice President             Print Name:__________________
  
  
  
         [CORPORATE SEAL]                    [CORPORATE SEAL]
metadata_documents: [{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 43799}]
metadata_filer: {"company-data": {"conformed-name": "PARKWAY CO", "cik": "0000729237", "assigned-sic": "6512", "irs-number": "742123597", "state-of-incorporation": "TX", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-12505", "film-number": "96500322"}, "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): December 19, 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 December 19, 1995, The Parkway Company
                ("Parkway") purchased Waterstone, a four story Class A
                office building located approximately one mile from the
                Atlanta Hartsfield International Airport, from
                Massachusetts Mutual Life Insurance Company, an unrelated
                party.  The purchase price of $8,031,000 was funded with
                existing cash reserves. The building was built in
                1987 and consists of 92,600 square feet of net
                rentable area and 361 parking spaces.  At the purchase
                date, the building was 94% leased and occupied.
  
  Item 7.       Financial Statements and Exhibits.
  
                       (a)   Financial Statements of Waterstone
  
                       It is impractical to provide the audited financial
                statements of Waterstone required by Item 7(a) of Form 
                8-K, but such financial statements will be filed as soon
                as practical but not later than 60 days after the filing
                of this Form 8-K.
  
                       (b)   Pro Forma Consolidated Financial Statements.
  
                       The pro forma consolidated financial statements will
                be filed with the audited financial statements of
                Waterstone.
  
                       (c)   Exhibits.
  
                                    (10)   Agreement for Purchase and Sale of
                             Real Property By and Between Massachusetts
                             Mutual Life Insurance Company as Seller and
                             The Parkway Company as Purchaser dated
                             November 30, 1995.
  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.
  
  DATE:         January 2, 1996
  
                                                         THE PARKWAY COMPANY
  
                                           BY:           /s/Sarah P. Clark
                                                         Sarah P. Clark       
                                                         Vice President, 
                                                         Chief Financial Officer
                                                         and Secretary
  AGREEMENT FOR PURCHASE AND SALE
  
                                      OF REAL PROPERTY
  
                                       BY AND BETWEEN
  
                         MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
  
                                          AS SELLER
  
                                             AND
  
                                     THE PARKWAY COMPANY
  
                                        AS PURCHASER
  
                                                       Dated November 30, 1995
  INDEX
  
  Section                                                               Page #
  -------                                                               ------
  
  1.     Sale                                                                1
  2.     Purchase Price                                                      2
  3.     No Warranties or Representations by Seller;                         2
           Inspection and Approval by Purchaser
  4.     Title                                                               6
  5.     Condemnation; Damage to or Destruction of Premises                  7
  6.     Possession and Leases; Service Contracts                            8
  7.     Deposit and Remedies                                                8
  8.     Prorations, Costs and Fees                                          9
  9.     Closing                                                            10
  10.    Indemnification for Brokerage Fees                                 11
  11.    Completeness of Contract                                           12
  12.    Notices                                                            12
  13.    Time of Essence                                                    14
  14.    Execution in Counterparts                                          14
  15.    Governing Law                                                      14
  16.    Binding Effect                                                     15
  17.    Captions                                                           15
  18.    Assignment                                                         15
  19     Tenant Estoppel Certificates                                       16
  20.    No Material Changes                                                18
  21.    Conditions to Closing                                              20
  
  EXHIBITS:
  --------
  
  Exhibit A     -      Legal Description of the Real Property
  Exhibit B     -      Description of Personal Property
  Exhibit C     -      Description of Leases
  Exhibit D     -      Form of Assignment and Assumption of Leases
  Exhibit E     -      Form of Bill of Sale
  Exhibit F     -      Form of FIRPTA Certification
  Exhibit G     -      Additional Documents and Materials Delivered
                       to Purchaser
  Exhibit H     -      Form of Seller's Affidavit
  
                                             (i)
  AGREEMENT FOR PURCHASE AND SALE OF
                                        REAL PROPERTY
  
         This AGREEMENT (the "Agreement") is made and entered into this
  30 day of November, 1995, by and between MASSACHUSETTS MUTUAL LIFE
  INSURANCE COMPANY, a Massachusetts corporation ("Seller"), and THE
  PARKWAY COMPANY, a Texas corporation ("Purchaser").
  
         1.     Sale.  Seller hereby agrees to sell, and Purchaser hereby
  agrees to purchase, a certain parcel of real estate, together with
  all buildings and other improvements located thereon (the "Improve-
  ments"), situated in Fulton County, Georgia, as such real property
  is more particularly described in Exhibit A attached hereto and made
  a part hereof, subject to (i) all building, zoning and environmental
  laws, ordinances and regulations, encroachments, restrictive
  covenants, mineral reservations, easements, utility rights of way,
  and restrictions, (ii) the leases described in Exhibit C attached
  hereto and made a part hereof, (iii) such state of facts as may be
  shown by survey, and (iv) those exceptions to title listed in
  Schedule B of the Commitment (as defined below) (collectively, the
  "Real Property"); together with the personal property used in
  connection therewith, if any (the "Personal Property"), as described
  in Exhibit B attached hereto and made a part hereof.  The Real
  Property and the Personal Property are sometimes collectively
  referred to herein as the "Property."  The leases described in
  Exhibit C are sometimes referred to herein as the "Leases."  The
  purchase and sale transaction contemplated by this Agreement is
  sometimes referred to herein as the "Transaction."
  
         2.     Purchase Price.  The purchase price for the Property shall
  be the sum of $8,031,667.00.  Purchaser has delivered to Seller the
  sum of $100,000.00 which, together with any interest earned thereon
  while being held by Seller pursuant to this Agreement, is referred
  to herein as the "Initial Deposit."  Upon the execution of this
  Agreement, Purchaser shall deliver to Seller by cashier's check
  (subject to deposit and clearance) or wire transfer of immediately
  available federal funds the additional sum of $900,000.00 which,
  together with any interest earned thereon while being held by Seller
  pursuant to this Agreement, is referred to herein as the "Additional
  Deposit."  The Initial Deposit and the Additional Deposit, to the
  extent actually delivered to Seller by Purchaser, are sometimes
  collectively referred to herein as the "Deposit."  The Deposit shall
  be considered to be earnest money.  Upon closing, (i) the entire
  Deposit shall be applied to the purchase price in accordance with
  the terms of this Agreement, and (ii) Purchaser shall pay to Seller
  the remainder of the purchase price in cash by wire transfer of
  immediately available federal funds.
  
         3.     No Warranties or Representations by Seller; Inspection and
  Approval by Purchaser.
  
         (a)    Seller makes no warranties or representations of any kind,
  express or implied, in connection with the sale and purchase of the
  Property including, without limitation, any warranties or represen-
  tations as to the condition of any of the Real Property or the
  Personal Property (specifically including, without limitation, those
  matters addressed in Paragraph 3(b) below), except for any
  warranties contained elsewhere herein, in the Deed (as defined
  below) and other documents delivered by Seller at closing.  THE
  PROPERTY IS SOLD ON AN "AS-IS" BASIS AND SHALL BE ACCEPTED IN ITS
  CONDITION AS IT MAY BE ON THE CLOSING DATE.  Seller shall have no
  obligation or liability to make any repairs to or replacements of
  any Real Property or Personal Property before or after the Closing
  Date (as defined below) other than in the ordinary course of
  business.
  
         (b)    Purchaser understands and agrees that Purchaser is solely
  responsible for inspecting the Property and the condition thereof
  (or causing such inspection to be undertaken) including, without
  limitation, (i) the structural, mechanical, electrical and other
  physical characteristics and systems of the Property, (ii) the
  existence or non-existence on, under or about the Property of any
  asbestos or other hazardous substances or hazardous materials, (iii)
  whether the Property is located within a flood or earthquake zone,
  and (iv) compliance with all applicable laws, ordinances and
  governmental regulations.  Purchaser further acknowledges and
  agrees, by its execution of this Agreement, that it has had the
  opportunity to make and complete, and that it has made and
  completed, all such inspections to its satisfaction and that
  Purchaser and its designated representatives and agents have had
  access to the Property for the purpose of conducting such inspec-
  tions.  Purchaser shall defend, indemnify and hold harmless Seller
  from and against any and all loss, claim, damage or injury to
  persons or property whatsoever arising out of such inspections
  conducted by or for Purchaser and shall promptly pay such amounts
  to Seller upon demand, together with all amounts incurred by Seller
  to repair any damage to the Property resulting from such inspections
  (such agreement to defend, indemnify and hold harmless shall survive
  closing or the earlier termination of this Agreement).  Purchaser
  further acknowledges its receipt of copies of the following
  materials and information delivered to Purchaser by Seller prior to
  the execution of this Agreement (and Seller shall not be obligated
  to provide additional copies of such materials or information, but
  has provided Purchaser with access thereto as described below), all
  to the extent such materials are within the possession or control
  of Seller:
  
         (i)    current operating statements for the Property;
  
         (ii)   a current rent roll of the Property and copies of the
         Leases affecting the Property; and
  
         (iii)  those additional documents and materials described on
         Exhibit G attached hereto and made a part hereof.
  
       Seller represents that the copies (but not necessarily the
  information contained therein) previously delivered to Purchaser are
  true, correct and complete copies.  Purchaser understands and agrees
  that Purchaser is solely responsible for reviewing and approving the
  foregoing materials and information and any other records,
  agreements, documents or materials in Seller's possession pertaining
  to the Property (or causing such review and approval to be
  undertaken), and that Purchaser and its designated representatives
  and agents have had access to the referenced materials for the
  purpose of conducting such review.  Purchaser further acknowledges
  and agrees, by its execution of this Agreement, that it has
  undertaken and completed such review and approval to its satisfac-
  tion.  Seller represents that to the best of its knowledge, it has
  not received written notice from any tenants claiming or alleging
  any default by Seller as landlord under any of the Leases.  For
  purposes of the preceding sentence, "Seller" shall be deemed to mean
  Gerald S. Monash, Julianne M. Echols and employees of Trammell Crow
  Company.
    
       During normal business hours prior to and after closing, but
  in no event more than thirty (30) days after closing, Seller agrees
  to give to Purchaser and its agents and representatives reasonable
  access to the Property and the books and records directly relating
  to the ownership, management, maintenance and operation of the
  Property, and all documents directly pertaining to the Property that
  are in the possession of Seller, or any of Seller's agents or
  representatives.  Seller will make available to Purchaser such
  additional financial and operating data necessary for Purchaser to
  thoroughly evaluate the Property.  Purchaser shall have the right
  upon reasonable notice to Seller to interview tenants under the
  Leases.
    
       The records, agreements, documents and materials described in
  this Paragraph 3(b) (the "Confidential Information") shall be deemed
  confidential and shall be kept by Purchaser in strict confidence
  under appropriate safeguards.  This restriction shall not apply to
  any information which (i) as shown by written records, was lawfully
  in Purchaser's possession prior to any disclosure by Seller,
  provided that the source of such information was not prohibited from
  transmitting the information to Purchaser or its Representatives (as
  defined below) by a contractual, legal, fiduciary or other
  obligation, or (ii) is generally available to the public or in the
  public record other than as a result of disclosure by Purchaser or
  Purchaser's employees, agents, representatives or others acting on
  Purchaser's behalf.  Without Seller's prior written consent,
  Purchaser shall not, directly or indirectly: (i) disclose or reveal
  any of such Confidential Information to any person, firm or entity
  except to Purchaser's directors, officers, employees, attorneys or
  professional advisors who are actively and directly participating
  in the Transaction (collectively, the "Representatives"), and any
  recognized financial institution from which Purchaser is requesting
  financing for the Transaction, each of whom shall be informed by
  Purchaser of the confidential nature of such Confidential Informa-
  tion, be provided with a copy of this provision, and agree to
  observe the same terms and conditions set forth herein as if
  specifically named a party hereto or (ii) use the Confidential
  Information for any purpose other than in connection with the
  Transaction.  If the Transaction is not consummated pursuant to this
  Agreement, Purchaser will deliver promptly to Seller all copies of
  the Confidential Information without retaining any copies or
  extracts thereof.  This Paragraph 3(b) shall survive any termination
  of this Agreement prior to closing.  Notwithstanding the foregoing,
  Seller acknowledges that Purchaser may be required to audit the past
  operating results of the Property to comply with certain Federal
  securities laws and disclosure requirements.  The results of the
  audit and the operating figures will be made public to the extent
  required by such laws.
  
         (c)    Purchaser shall have, in addition to any inspection or
  audit rights contained elsewhere in this Agreement, the right to
  conduct a full audit of the books and records of Seller relating to
  the operations and financial results of the Property, in such form
  and at such time including after the closing, but in no event more
  than thirty (30) days after closing, as Purchaser may reasonably
  determine is necessary to comply with applicable securities laws
  requirements.  All costs incurred as a result of Purchaser's
  undertaking such audit shall be borne exclusively by Purchaser;
  however, Seller shall make available such books, records and
  materials as may be reasonably requested by Purchaser or its
  accountants in order to conduct such audit, but Purchaser shall be
  responsible for the payment of all copying and/or delivery charges
  incurred by Seller as a result of such audit.  All such audit
  activities shall be conducted in a commercially reasonable fashion
  during normal business hours and upon five (5) days prior written
  notice from Purchaser to Seller.  Purchaser acknowledges that the
  results of such audit will not affect, in any way, Purchaser's
  obligations to consummate this transaction.
  
         (d)    Without limiting the generality of the foregoing
  Paragraphs 3(a) and 3(b) or any other provision of this Agreement,
  Purchaser specifically acknowledges and agrees that, except for any
  wilfull or reckless misrepresentations made to Purchaser by Seller
  or its agents, Purchaser hereby waives, releases and discharges any
  claim it has, might have had or may have against Seller with respect
  to the condition of the Property, either patent or latent,
  Purchaser's ability or inability to obtain or maintain governmental
  permits, allotments, or other licenses for the use or operation of
  the Property, the actual or potential income or profits to be
  derived from the Property, compliance with environmental protection,
  pollution or land use laws, rules, regulations, ordinances or
  requirements, and any other state of facts which exists with respect
  to the Property.
  
         4.     Title.  Prior to the execution of this Agreement,
  Purchaser shall have obtained, at Purchaser's expense, a commitment
  (the "Commitment") for an owner's policy of title insurance covering
  the Property.  By executing this Agreement, Purchaser shall be
  deemed for all purposes to have accepted, or arranged for the
  deletion of, all exceptions to title listed in Schedule B of the
  Commitment.  Purchaser shall have until the Closing Date in which
  to reexamine title to the Property and to object to any matters
  which were not filed and indexed of record as of the date of the
  Commitment.  Seller shall have no responsibility or obligation to
  satisfy any of Purchaser's objections to title matters, and Seller
  shall have no liability to Purchaser or any other individual or
  entity for failure to satisfy any of Purchaser's objections.  If
  Seller elects not to satisfy any of Purchaser's objections to title
  to the Property or if Seller elects to satisfy any of such
  objections but such objections remain unsatisfied on the Closing
  Date, Purchaser may either (i) waive all of such unsatisfied objec-
  tions and proceed with the closing of the Transaction, without any
  adjustment of the purchase price, or (ii) by written notice to
  Seller terminate this Agreement, constituting Purchaser's sole
  remedy, in which case the Deposit shall be returned to Purchaser,
  and Seller and Purchaser shall thereupon be released of all further
  liability under this Agreement except for any liabilities which by
  the terms hereof survive the termination of this Agreement. 
  Purchaser accepts and assumes responsibility for obtaining at
  Purchaser's expense a current survey of the Property, for obtaining
  deletion of any Commitment exceptions for matters which would be
  disclosed by a current, accurate survey of the Property, and for
  obtaining at Purchaser's expense an owner's policy of title
  insurance based on the Commitment and containing all exceptions
  shown in the Commitment which are not disposed of to the satisfac-
  tion of the title company issuing the Commitment.  Seller shall have
  no responsibility or obligation to furnish such policy or any
  endorsements thereto.  All fees and premiums for title examination,
  the Commitment, and all title insurance policies which may be
  obtained by Purchaser shall be paid by Purchaser.
  
         5.     Condemnation; Damage to or Destruction of Premises.
  
         (a)    If condemnation proceedings are instituted or threatened
  against the Property prior to the closing of the Transaction, Seller
  shall give Purchaser prompt written notice thereof.  In such event,
  Purchaser shall have the option either to purchase the Property on
  the Closing Date (in which case Seller shall assign to Purchaser any
  condemnation proceeds theretofore or thereafter received with
  respect to the Property) or to terminate this Agreement.  If
  Purchaser elects to terminate this Agreement, it shall do so by
  written notice to Seller not later than ten (10) days after
  Purchaser's receipt of notice of such condemnation proceedings, in
  which case Seller shall return the Deposit to Purchaser, each party
  shall pay all costs and expenses which it has incurred, and
  thereafter neither party shall have any further liability hereunder
  except for liabilities which by the terms hereof survive the
  termination of this Agreement.
  
         (b)    If all or any portion of the Property is destroyed or
  damaged by one or more fires, windstorms, hurricanes, hailstorms,
  floods, explosions or other casualties prior to the closing of the
  Transaction, Seller shall give Purchaser prompt written notice
  thereof (the "Casualty Notice"), and Seller and Purchaser agree as
  follows:
  
         (i)    If the amount of the casualty loss is $250,000.00 or less,
         this Agreement will continue, and Seller shall have the option
         of (1) repairing the casualty loss prior to closing to substan-
         tially the same condition as prior to the casualty loss or (2)
         transferring to Purchaser at closing all insurance proceeds
         collectible by reason of such casualty loss and an amount equal
         to Seller's insurance deductible applicable to such casualty
         loss and Seller's rights to negotiate the amount of such
         insurance proceeds with Seller's insurance carrier.  In either
         of such events, the purchase price will be paid by Purchaser
         at closing without reduction.
  
         (ii)   If the amount of the casualty loss exceeds $250,000.00,
         Purchaser shall have the option for ten (10) days after the
         date of the Casualty Notice to terminate this Agreement by
         written notice to Seller, in which case Seller shall return the
         Deposit to Purchaser, each party shall pay all costs and
         expenses which it has incurred, and thereafter neither party
         shall have any further liability hereunder except for liabili-
         ties which by the terms hereof survive the termination of this
         Agreement.  In the event that Purchaser does not terminate this
         Agreement pursuant to this Paragraph 5(b)(ii), the purchase
         price will be paid by Purchaser at closing without reduction
         and Seller shall transfer to Purchaser at closing all insurance
         proceeds collectible by reason of such casualty loss and an
         amount equal to Seller's insurance deductible applicable to
         such casualty loss.
  
         Seller shall maintain in force its current casualty insurance
  coverage on the Property until the closing of the Transaction. 
  Prior to closing, Seller shall notify Purchaser of any notice
  received by Seller of any material adverse change in or to the
  Property including, without limitation, any notice relating to any
  insurance contract or policy now held or owned by Seller to cancel
  or materially increase any premiums relating thereto. 
  
         6.     Possession and Leases; Service Contracts.  Possession of
  the Property shall be delivered to Purchaser upon the consummation
  of the Transaction, subject to the Leases.  Purchaser specifically
  approves the Leases as exceptions to title.  All Leases shall be
  assigned to and assumed by Purchaser upon closing by means of an
  Assignment and Assumption of Leases in the form of Exhibit D
  attached hereto and made a part hereof.  All Service Contracts shall
  be terminated by Seller as of the Closing Date.
  
         7.     Deposit and Remedies.  Upon consummation of the Transac-
  tion, the Deposit shall be applied to the purchase price.  In the
  event the Transaction is not consummated by reason of default on the
  part of Purchaser, Seller, as its sole remedy, shall be entitled to
  receive and retain the Deposit as liquidated damages due to the
  difficulty and inconvenience of measuring actual damages, and Seller
  and Purchaser shall thereupon be released of all further liability
  under this Agreement.  In the event the Transaction is not
  consummated through default on the part of Seller, Purchaser, as its
  sole remedy, shall be entitled to receive the return of the Deposit
  as liquidated damages due to the difficulty and inconvenience of
  measuring actual damages, and Seller and Purchaser shall thereupon
  be released of all further liability under this Agreement.  Seller
  and Purchaser agree that no other damages, liquidated or unliqui-
  dated, or other relief shall be sought or allowed and that neither
  party shall enjoy the remedy of specific performance, and Seller and
  Purchaser hereby specifically waive any and all right to seek or
  obtain such damages or other relief or remedy and agree that their
  only remedy under or for breach of this Agreement shall be as set
  forth in this Paragraph 7.   Seller hereby covenants to Purchaser
  that it shall not negotiate or otherwise pursue any other contracts
  or agreements for the Property and shall not execute a letter of
  intent or any other contract or agreement for the sale of the
  Property with any third party through and including the Closing
  Date.
  
         8.     Prorations, Costs and Fees.  All income and expenses of
  the Property, including, without limitation, all real and personal
  property taxes, rents, common area maintenance charges, advance
  rental payments, utility company charges for the then-current
  period, charges or fees assessed by any governmental authority, and
  insurance premiums on any policies assigned to Purchaser, shall be
  prorated as of 11:59 p.m., Eastern Time, of the day immediately
  preceding the Closing Date, based on a 365-day year.  Seller will
  cause to be paid when due or shall be responsible for all taxes,
  license fees, trade accounts and costs and expenses of operation and
  maintenance of the Property incurred through the closing, except
  amounts subject to proration hereunder.  Tenant security deposits,
  if any, to the extent and only to the extent actually delivered to
  and held by Seller or Seller's agent, shall be delivered upon
  closing to Purchaser or a credit therefor shall be given to
  Purchaser, and Seller shall thereafter have no further obligation
  or responsibility for the return of security deposits.  After the
  closing of the Transaction, Seller shall be entitled to obtain from
  all utility companies serving the Property any deposits posted by
  Seller with such companies, and Purchaser shall be solely responsi-
  ble for posting its own deposits with such utility companies;
  provided, however, that Seller shall use its reasonable efforts to
  coordinate with Purchaser in obtaining Seller's utility deposits to
  avoid any interruption of utility services to the Property. 
  Recording fees for the Deed (as defined below), transfer taxes
  imposed upon the Transaction along with the costs of a current
  survey (if required), the costs of any inspections of the Property
  (including, without limitation, environmental inspections and
  reports), title examination and commitment fees and the costs of an
  owner's title insurance policy and all costs related to any
  financing obtained by Purchaser shall be paid at closing by
  Purchaser.  Seller and Purchaser shall each pay the fees and costs
  of their respective attorneys.
  
         9.     Closing.
  
         (a)  The closing of the Transaction shall take place in the
  office of Seller, at 1050 Crown Pointe Parkway, Suite 1780, Atlanta,
  Georgia  30338 (or at such other location upon which the parties may
  mutually agree), on or before December 19, 1995 (the "Closing
  Date").
  
         (b)  At closing, Seller shall deliver to Purchaser the
  following:
  
              (i)  a limited warranty deed conveying title to the Real
              Property in accordance with the terms and conditions of
              this Agreement (the "Deed");
  
              (ii)  an Assignment and Assumption of Leases in the form
              attached hereto as Exhibit D, properly executed by Seller
              (Purchaser shall also join in the execution of such
              Assignment and Assumption of Leases);
  
              (iii)  a Bill of Sale to Purchaser covering the Personal
              Property, in the form attached hereto as Exhibit E;
  
              (iv)  a certification in the form of Exhibit F attached
              hereto, indicating that Seller is not a "foreign person"
              as defined in the Foreign Investment in Real Property Tax
              Act and the Internal Revenue Code of 1986, as amended.
  
         (c)  At closing, Seller shall be entitled to retain the
  Deposit, and Purchaser shall deliver to Seller the following:
  
              (i)  the balance of the Purchase Price (to be paid in the
              manner described in Paragraph 2 of this Agreement); and
  
              (ii)  an Assignment and Assumption of Leases in the form
              attached hereto as Exhibit D, properly executed by
              Purchaser (Seller shall also join in the execution of such
              Assignment and Assumption of Leases).
  
       10.    Indemnification for Brokerage Fees.  It is understood and
  agreed by and between Seller and Purchaser that no broker other than
  CB Commercial Real Estate Group, Inc. ("Broker") and Alexander
  Property Group ("Co-Broker"), is or has been involved in the
  Transaction.  Seller and Purchaser further understand and agree that
  Broker shall be entitled to the payment by Seller at closing of a
  commission equal to three and one-half percent (3.5%) of the
  purchase price of the Property set forth in Paragraph 2 of this
  Agreement pursuant to a separate agreement between Seller and
  Broker; provided, however, that Broker shall be entitled to the
  payment of such commission only upon the closing of the Transaction. 
  Any provision of this Agreement to the contrary notwithstanding,
  Broker shall be solely responsible for the payment to Co-Broker of
  any commission or compensation owing to Co-Broker in connection with
  the Transaction and for assuring that such commission or compensa-
  tion is paid in accordance with applicable law.  Purchaser and
  Seller each agree to indemnify and hold harmless the other from and
  against any and all costs and expenses (including, without
  limitation, attorneys' fees) relating to any claims for brokerage
  or finder's fees or commissions made by any other broker, agent or
  any other entity or third party as a result of any representations
  or agreements alleged to have been made by Purchaser or Seller, as
  the case may be, to or with such broker, agent, other entity or
  third party as a result of any negotiations or communications in
  connection with the Transaction or the Property.  The provisions of
  this Paragraph 10 shall survive closing.
  
         11.    Completeness of Contract.  All understandings, discussions
  and agreements heretofore had between the parties are merged in this
  Agreement, which alone fully and completely expresses their
  agreement.  This Agreement is being entered with the opportunity for
  full investigation by the Purchaser and Purchaser does not rely upon
  any statement or representation not expressly set forth in this
  Agreement.  Pursuant to Paragraph 3(b) of this Agreement, Purchaser
  has had the opportunity to inspect the Real Property, the Improve-
  ments, the Personal Property, and the furnishings and equipment on
  the Property and become thoroughly acquainted with their condition,
  and is fully satisfied with the results of such inspections. 
  Pursuant to Paragraph 3(b) of this Agreement, Purchaser has also had
  the opportunity to examine and approve the Leases and to make its
  own determination of the income potential of the Property, and to
  examine and approve the Service Contracts and all other documents,
  materials and information pertaining to the Property in the
  possession of Seller, and is fully satisfied with the results of
  such examination.  Purchaser does not and shall not rely on any
  statements or representations that may have been made by Seller or
  its agents, officers, employees or contractors.
  
         12.    Notices.  All notices, consents, approvals and requests
  required or permitted hereunder shall be given in writing and shall
  be effective for all purposes if hand delivered or sent by (i)
  certified or registered United States mail, postage prepaid, or (ii)
  expedited prepaid delivery service, either commercial or United
  States Postal Service, with proof of attempted delivery, or (iii)
  faxed with the original sent by pre-paid, next-day delivery,
  addressed as follows, or to such other address or person as shall
  be designated from time to time in a written notice to the other
  party in the manner provided for in this Paragraph 12:
  
  If to Purchaser:           The Parkway Company
                             188 East Capitol Street
                             Suite 300
                             Jackson, MS  39201
  
                             Attention:
                             Steven G. Rogers, President
  
  and:                       Forman, Perry, Watkins & Krutz
                             188 East Capitol Street
                             Suite 1200
                             Jackson, MS  39201
  
                             Attention:
                             Robert C. Hutchison, Esq.
  
  If to Seller:              Massachusetts Mutual Life Insurance Company
                             c/o Cornerstone Real  Estate Advisers, Inc.
                             Suite 1780
                             1050 Crown Pointe Parkway
                             Atlanta, Georgia 30338
  
                             Attention:
                             Gerald S. Monash, CCIM
                             Vice President
  
  and:                       Massachusetts Mutual Life Insurance Company
                             c/o Cornerstone Real Estate Advisers, Inc.
                             Suite 1780
                             1050 Crown Pointe Parkway
                             Atlanta, Georgia 30338
                                           
                       
                             Attention:
                             Laura R. Champion, Esq.
                             Regional Counsel
  
         A notice shall be deemed to have been given:  in the case of
  hand delivery, at the time of delivery to any employee at the
  designated address; in the case of registered or certified mail,
  three Business Days after deposit in the United States mail; or in
  the case of expedited prepaid delivery, upon the first attempted
  delivery on a Business Day.  The term "Business Day" shall mean any
  day other than a Saturday, Sunday or any other day recognized and
  observed as a public and legal holiday by the State of Georgia.  A
  party receiving a notice which does not comply with the technical
  requirements for notice under this Paragraph 12 may elect to waive
  any deficiencies and treat the notice as having been properly given.
  
         13.    Time of Essence.  Time is of the essence of this Agreement
  in the performance of the terms and conditions hereof.
  
         14.    Execution in Counterparts.  This Agreement may be executed
  in two or more counterparts, each of which shall be an original, but
  all of which shall constitute one and the same instrument.  It shall
  not be necessary for all the parties to execute each counterpart for
  this Agreement to be binding; subject to Paragraph 16 below, this
  Agreement shall be binding if each party executes at least one
  counterpart hereof.  Counterparts of this Agreement may be executed
  and delivered by facsimile transmission, and a facsimile signature
  shall be binding upon such party as if it were an original thereof.
  
         15.    Governing Law.  This Agreement shall be governed by,
  construed and enforced in accordance with the laws in force in the
  State of Georgia.
  
         16.    Binding Effect.  This Agreement may not be changed or
  terminated orally, but may only be changed or amended by a writing
  duly executed by both Seller and Purchaser.  Stipulations and
  covenants set forth herein shall apply to and bind the heirs,
  executors, administrators, successors and assigns of the respective
  parties.  This Agreement shall not be binding until signed by both
  parties hereto.
  
         17.    Captions.  Paragraph titles or captions contained herein
  are inserted as a matter of convenience and for reference only, and
  in no way define, limit, extend or describe the scope of this
  Agreement or any provision hereof.
  
         18.    Assignment.  Except as provided in this Paragraph 18, this
  Agreement may not be assigned by Purchaser without the prior written
  consent of Seller.  The foregoing sentence to the contrary
  notwithstanding, Purchaser may assign this Agreement, subject to the
  prior written consent of Seller, which consent shall not be
  unreasonably withheld, to a partnership, corporation or other
  entity, ownership of which is 51% vested in Purchaser, provided that
  Purchaser (i) gives Seller prompt written notice of such assignment,
  to be received by Seller in any event not less than three (3)
  Business Days prior to the Closing Date, in accordance with
  Paragraph 12 of this Agreement, and (ii) delivers to Seller at or
  prior to closing an instrument or instruments in form and substance
  satisfactory to Seller evidencing such assignment.  No assignment
  of this Agreement shall release Purchaser from its obligations
  hereunder without the express written consent of Seller.
  
         19.    Tenant Estoppel Certificates.  Seller shall obtain
  estoppel certificates from the tenants of the Property on or before
  closing.  Seller warrants that there will be no material change
  between the Leases and the applicable estoppel certificates.  For
  purposes of this section, "material change" shall be deemed to mean
  any change that adversely affects the Leases by more than $5,000.00. 
  In the event that an estoppel certificate alleges a material change,
  Purchaser shall notify Seller of same in writing and Seller shall
  have a period of thirty (30) days from the date of receipt of such
  notice to correct, clarify or cure the material change and the
  Closing Date shall be appropriately extended to a date mutually
  agreed to by the parties.  If Seller fails to so correct, clarify
  or cure within such thirty (30) day period, Purchaser may (i) elect
  to disregard such material change and close this Transaction or (ii)
  cancel this Agreement and receive a return of its Earnest Money.
  
         20.    No Material Changes.  Prior to closing, Seller shall: (i)
  not cancel or permit cancellation of any hazard or liability
  insurance carried with respect to the Property; (ii) remedy all
  material violations of laws, ordinances, orders or requirements
  relating to the Property which are not caused by Purchaser and of
  which Seller has received actual notice and provide Purchaser with
  evidence of curing of same; (iii) operate the Property on a basis
  consistent with historical operations; and (iv) without the prior
  written consent of Purchaser, which shall not be unreasonably
  withheld, not enter into any, nor shall any agent acting on its
  behalf , enter into, leases with respect to the Property.  Prior to
  closing, Seller also will not, without the prior written consent of
  Purchaser, which consent shall not be unreasonably withheld, (i)
  sell, transfer or dispose or become obligated to sell, transfer or
  dispose of any of the Property, except for the use and consumption
  of inventory, office and other supplies and spare parts, and the
  replacement of worn out, obsolete, and defective tools, equipment
  and appliances, in the ordinary course of its business, (ii) except
  as specifically permitted by this Agreement, enter into any
  transaction, or make any commitment with respect to the Property
  other than in the ordinary course of the business, and (iii) amend,
  renew, extend, modify or terminate any Lease except as contemplated
  by this Agreement except in the ordinary course of its business. 
  Prior to closing, Seller shall operate and maintain the Property in
  substantially the same manner and condition as Seller has operated
  and maintained the Property immediately prior to the date hereof. 
  Seller will perform current or routine maintenance and repairs of
  or to the Property as may be required or reasonably appropriate to
  operate and maintain the Property.
  
         21.    Conditions to Closing.  On or before closing, Seller shall
  (i) replace the transformer on the fourth (4th) floor of the
  Property with a new transformer which is the same as the existing
  transformer or one of equal capacity, and (ii) label all electrical
  panels in the building located on the Real Property.  If Seller
  fails to do so, Purchaser may (i) reduce the Purchase Price by an
  amount equal to the bid received by Seller from Seller's electrical
  contractor for the purchase and installation of the transformer and
  labeling of the panels, or (ii) cancel this Agreement and receive
  a return of its Earnest Money.
  IN WITNESS WHEREOF, the parties have duly executed this
  Agreement as of the date first set forth above.
  
  SELLER:                             PURCHASER:
  
  MASSACHUSETTS MUTUAL LIFE           THE PARKWAY COMPANY
  INSURANCE COMPANY
  a Massachusetts corporation
  
  By:  CORNERSTONE REAL ESTATE        By:  /s/ Steven G. Rogers
       ADVISERS, INC.                          Steven G. Rogers
       a Massachusetts corporation             President
       Its Authorized Agent
                                      Attest:______________________
  
  By:  /s/ Gerald S. Monash           Title:_______________________
           Gerald S. Monash
           Vice President             Print Name:__________________
  
         [CORPORATE SEAL]                    [CORPORATE SEAL]