content: UNITED STATES
                                  
                 SECURITIES AND EXCHANGE COMMISSION
                                  
                        WASHINGTON, DC  20549
                                  
                 ----------------------------------
  
                              FORM 8-K
  
  
                           CURRENT REPORT
  
  
                   Pursuant to Section 13 or 15(d)
                               of the
                   Securities Exchange Act of 1934
                                  
  
  Date of Report (Date earliest event reported): February 25,1998
                                                ------------------
  
  
  
                      PARKWAY PROPERTIES, INC.
  ------------------------------------------------------------------
        (Exact name of Registrant as specified in its charter)
  
  
  
  Maryland                      1-11533                   74-2123597
  ------------------------------------------------------------------
  (State or other       (Commission File Number)       (IRS Employer
  jurisdiction of                                     Identification
  incorporation)                                          Number)
  
  One Jackson Place Suite 1000
    188 East Capitol Street
        P. O. Box 24647
      Jackson, Mississippi                                39225-4647
  ------------------------------------------------------------------
  
  Registrant's telephone number, including area code: (601) 948-4091
                                                      --------------
  
  
  ------------------------------------------------------------------
     (Former name or former address, if changed since last report)
                                  
                                  
                                  
                                  
                              FORM 8-K
                                  
                      PARKWAY PROPERTIES, INC.
  
  
  Item 2.  Acquisition or Disposition of Assets.
  
       On February 25, 1998, Parkway Portfolio I LLC, a limited
  liability corporation of which the sole member and Manager is
  Parkway Properties LP, a limited partnership in which Parkway
  Properties, Inc. is a 99% limited partner and a wholly-owned
  subsidiary is a 1% general partner, purchased a 13 building
  Southeastern office portfolio ("Southeastern Office Portfolio")
  comprising a total of approximately 1,470,000 net rentable square
  feet from Brookdale Investors, L.P., an Atlanta based real estate
  investment firm for $163,014,000 in cash.  The total purchase
  price, including closing costs, anticipated capital expenditures
  and leasing commissions, is expected to be approximately
  $165,714,000.  The Company funded the purchase with short-term
  bank borrowings of $85,000,000 from a consortium of banks led by
  Deposit Guaranty National Bank and $75,000,000 from NationsBank,
  NA.  The interest rate on both loans is LIBOR plus 140 basis
  points, which equates to a rate of 7.025% today.  In addition,
  two parcels of land were purchased for $1,575,000 in non-interest
  bearing notes receivables.
  
  
  Item 7.   Financial Statements and Exhibits.
  
       (a)  Financial Statements
  
       The audited financial statement of the Southeastern Office
  Portfolio for the year ended December 31, 1996 is incorporated by
  reference to the Registrant's Form 8-K dated and filed on
  February 18, 1998. Also incorporated is the unaudited financial
  statement for the nine months ended September 30, 1997.
  
       (b)  Pro Forma Consolidated Financial Statements
  
       The pro forma consolidated financial statements required are
  incorporated by reference to the Registrant's Form 8-K dated and
  filed on February 18, 1998.
  
       (c)  Exhibits
       
       (10) The  Sale  Agreement and Amendments  between  Brookdale
            Investors,  L.P.,  a Delaware limited partnership,  and
            Parkway  Properties LP, a Delaware limited  partnership
            is incorporated by reference to the Registrant's Form 8-
            K  dated and filed February 18, 1998. Parkway agrees to
            furnish  supplementally to the Securities and  Exchange
            Commission on request a copy of any omitted schedule or
            exhibit to this agreement.
  
                                  
                                  
                                  
                              FORM 8-K
  
                      PARKWAY PROPERTIES, INC.
  
  
                             SIGNATURES
  
  
  Pursuant  to the requirements of the Securities Exchange  Act  of
  1934, the Registrant has duly caused this report to be signed  on
  its behalf by the undersigned hereunto duly authorized.
  
  DATE:  February 27, 1998           PARKWAY PROPERTIES, INC.
  
  
  
  
                                      BY: /s/Sarah P. Clark
                                           Sarah P. Clark
                                           Senior Vice President,
                                           Chief Financial Officer,
                                           Treasurer and Secretary
metadata_documents: [{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 4937}]
metadata_filer: {"company-data": {"conformed-name": "PARKWAY PROPERTIES INC", "cik": "0000729237", "assigned-sic": "6512", "irs-number": "742123597", "state-of-incorporation": "MD", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-11533", "film-number": "98554095"}, "business-address": {"street1": "ONE JACKSON PL", "street2": "188 E CAPITOL ST STE 1000", "city": "JACKSON", "state": "MS", "zip": "39225-4647", "phone": "6019484091"}, "mail-address": {"street1": "P O BOX 22728", "street2": "P O BOX 22728", "city": "JACKSON", "state": "MS", "zip": "39201"}, "former-company": {"former-conformed-name": "PARKWAY CO", "date-changed": "19951018"}}
text: UNITED STATES
                                  
                 SECURITIES AND EXCHANGE COMMISSION
                                  
                        WASHINGTON, DC  20549
                                  
                 ----------------------------------
  
                              FORM 8-K
  
                           CURRENT REPORT
  
                   Pursuant to Section 13 or 15(d)
                               of the
                   Securities Exchange Act of 1934
                                  
  
  Date of Report (Date earliest event reported): February 25,1998
                                                ------------------
  
                      PARKWAY PROPERTIES, INC.
  ------------------------------------------------------------------
        (Exact name of Registrant as specified in its charter)
  
  Maryland                      1-11533                   74-2123597
  ------------------------------------------------------------------
  (State or other       (Commission File Number)       (IRS Employer
  jurisdiction of                                     Identification
  incorporation)                                          Number)
  
  One Jackson Place Suite 1000
    188 East Capitol Street
        P. O. Box 24647
      Jackson, Mississippi                                39225-4647
  ------------------------------------------------------------------
  
  Registrant's telephone number, including area code: (601) 948-4091
                                                      --------------
  
  ------------------------------------------------------------------
     (Former name or former address, if changed since last report)
                                  
                                  
                                  
                                  
                              FORM 8-K
                                  
                      PARKWAY PROPERTIES, INC.
  
  Item 2.  Acquisition or Disposition of Assets.
  
       On February 25, 1998, Parkway Portfolio I LLC, a limited
  liability corporation of which the sole member and Manager is
  Parkway Properties LP, a limited partnership in which Parkway
  Properties, Inc. is a 99% limited partner and a wholly-owned
  subsidiary is a 1% general partner, purchased a 13 building
  Southeastern office portfolio ("Southeastern Office Portfolio")
  comprising a total of approximately 1,470,000 net rentable square
  feet from Brookdale Investors, L.P., an Atlanta based real estate
  investment firm for $163,014,000 in cash.  The total purchase
  price, including closing costs, anticipated capital expenditures
  and leasing commissions, is expected to be approximately
  $165,714,000.  The Company funded the purchase with short-term
  bank borrowings of $85,000,000 from a consortium of banks led by
  Deposit Guaranty National Bank and $75,000,000 from NationsBank,
  NA.  The interest rate on both loans is LIBOR plus 140 basis
  points, which equates to a rate of 7.025% today.  In addition,
  two parcels of land were purchased for $1,575,000 in non-interest
  bearing notes receivables.
  
  Item 7.   Financial Statements and Exhibits.
  
       (a)  Financial Statements
  
       The audited financial statement of the Southeastern Office
  Portfolio for the year ended December 31, 1996 is incorporated by
  reference to the Registrant's Form 8-K dated and filed on
  February 18, 1998. Also incorporated is the unaudited financial
  statement for the nine months ended September 30, 1997.
  
       (b)  Pro Forma Consolidated Financial Statements
  
       The pro forma consolidated financial statements required are
  incorporated by reference to the Registrant's Form 8-K dated and
  filed on February 18, 1998.
  
       (c)  Exhibits
       
       (10) The  Sale  Agreement and Amendments  between  Brookdale
            Investors,  L.P.,  a Delaware limited partnership,  and
            Parkway  Properties LP, a Delaware limited  partnership
            is incorporated by reference to the Registrant's Form 8-
            K  dated and filed February 18, 1998. Parkway agrees to
            furnish  supplementally to the Securities and  Exchange
            Commission on request a copy of any omitted schedule or
            exhibit to this agreement.
  
                                  
                                  
                                  
                              FORM 8-K
  
                      PARKWAY PROPERTIES, INC.
  
                             SIGNATURES
  
  Pursuant  to the requirements of the Securities Exchange  Act  of
  1934, the Registrant has duly caused this report to be signed  on
  its behalf by the undersigned hereunto duly authorized.
  
  DATE:  February 27, 1998           PARKWAY PROPERTIES, INC.
  
                                      BY: /s/Sarah P. Clark
                                           Sarah P. Clark
                                           Senior Vice President,
                                           Chief Financial Officer,
                                           Treasurer and Secretary