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):    March 24, 1999
                                                    --------------
  
  
  
                      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)
  
  
  
                               <PAGE>
  
  
                       PARKWAY PROPERTIES, INC.
  
  
  Item 5.   Other Events.
  
       On March 31, 1998, the Company purchased the Southtrust Bank
  Building   in  St.  Petersburg,  Florida  for  $17,440,000.   The
  Southtrust  Bank  Building is a seventeen-story 196,000  rentable
  square foot office building overlooking Tampa Bay in downtown St.
  Petersburg.    The  building  has  an  attached  parking   garage
  accommodating  192 spaces. The purchase was funded with  advances
  under  then  existing bank lines of credit with Deposit  Guaranty
  National Bank.
  
       On May 1, 1998, the Company purchased the 73,000 square foot
  River  Oaks  Office Plaza in Jackson, Mississippi for $4,400,000.
  The  project  consists of two garden-style,  two-story  buildings
  constructed  in  1981  and includes 326 surface  parking  spaces.
  River  Oaks  Office Plaza is located in the Lakeland  Drive  sub-
  market  of  Jackson. The purchase was funded with advances  under
  then existing bank lines of credit with Deposit Guaranty National
  Bank.
  
       On  July 1, 1998, the Company purchased a partnership owning
  the  172,000  square foot 111 East Capitol Building  in  Jackson,
  Mississippi for $11,350,000 including 1,318 operating partnership
  units of Parkway Properties LP and the assumption of a $5,647,000
  mortgage  note payable.  This acquisition has been accounted  for
  using  the  purchase  method of accounting.  The  total  purchase
  price  has  been  allocated on the basis of fair  values  of  the
  assets  acquired  and  liabilities assumed.   The  mortgage  note
  payable,  which  has  a stated rate of 8% has  been  recorded  at
  $5,962,000  to  reflect it at fair value based on  the  Company's
  current  incremental  borrowing rate of  7%.   The  building  was
  constructed in 1983 and includes an attached 200-space  two-level
  parking garage.  The 111 East Capitol Building is located in  the
  Central  Business  District of Jackson. The purchase  was  funded
  with  advances  under  then existing bank lines  of  credit  with
  Deposit Guaranty National Bank.
  
       On  December 18, 1998, the Company purchased the  Winchester
  Building in Richmond, Virginia for $11,680,000.  The three-story,
  128,000  square foot office building was constructed in 1987  and
  is  currently  88% leased. The purchase was funded with  advances
  under existing bank lines of credit with a consortium of 14 banks
  with  Chase  Bank of Texas, National Association serving  as  the
  lead agent.
  
  Item 7.   Financial Statements and Exhibits.
  
       (a)  Financial Statements
  
        (1)   The  following  audited financial  statement  of  the
  Southtrust Bank Building for the year ended December 31, 1997  is
  attached   hereto.  Also  included  is  the  unaudited  financial
  statement for the three months ended March 31, 1998.
  
                                                               Page
                                                               ----
       Report of Independent Auditors                             4
       Statement of Rental Revenue and
         Direct Operating Expenses                                5
       Notes to Statement of Rental Revenue
         and Direct Operating Expenses                            6
  
  
                               <PAGE>
  
  
       (2)  The following audited financial statement of River Oaks
  Office  Plaza  for the year ended December 31, 1997  is  attached
  hereto.  Also  included is the unaudited financial statement  for
  the four months ended April 30, 1998.
  
                                                             Page
                                                             ----
       Report of Independent Auditors                          8
       Statement of Rental Revenue and
         Direct Operating Expenses                             9
       Notes to Statement of Rental Revenue
         and Direct Operating Expenses                        10
       
        (3)   The following audited financial statement of the  111
  East  Capitol Building for the year ended December  31,  1997  is
  attached   hereto.  Also  included  is  the  unaudited  financial
  statement for the six months ended June 30, 1998.
  
                                                               Page
                                                               ----
       Report of Independent Auditors                            12
       Statement of Rental Revenue and
         Direct Operating Expenses                               13
       Notes to Statement of Rental Revenue
         and Direct Operating Expenses                           14
  
        (4)   The  following  audited financial  statement  of  the
  Winchester  Building  for the year ended  December  31,  1997  is
  attached   hereto.  Also  included  is  the  unaudited  financial
  statement for the nine months ended September 30, 1998.
  
                                                               Page
                                                               ----
       Report of Independent Auditors                            16
       Statement of Rental Revenue and
         Direct Operating Expenses                               17
       Notes to Statement of Rental Revenue
         and Direct Operating Expenses                           18
  
       (b)  Pro Forma Consolidated Financial Statements
  
        The  following  unaudited Pro Forma Consolidated  Financial
  Statements are attached hereto.
  
                                                               Page
                                                               ----
  Pro Forma Consolidated Financial Statements (Unaudited)        19
  Pro Forma Consolidated Balance Sheet (Unaudited) -
    As of September 30, 1998                                     21
  Pro Forma Consolidated Statement of Income (Unaudited) -
    For the Year Ended December 31, 1997                         22
  Pro Forma Consolidated Statement of Income (Unaudited) -
    For the Nine Months Ended September 30, 1998                 23
  Notes to Pro Forma Consolidated Financial
    Statements (Unaudited)                                       24
  
       (c)  Exhibits
  
       (23) Consent of Independent Auditors
  
  
                               <PAGE>
  
  
  Report of Independent Auditors
  
  
  The Board of Directors
  Parkway Properties, Inc.
  
  We  have audited the accompanying statement of rental revenue and
  direct operating expenses of the Southtrust Bank Building for the
  year   ended   December   31,  1997.  This   statement   is   the
  responsibility of management.  Our responsibility is  to  express
  an opinion on this statement based on our audit.
  
  We  conducted  our  audit in accordance with  generally  accepted
  auditing  standards.  Those standards require that  we  plan  and
  perform  the  audit to obtain reasonable assurance about  whether
  the statement of rental revenue and direct operating expenses  is
  free of material misstatement.  An audit includes examining, on a
  test  basis,  evidence supporting the amounts and disclosures  in
  the  statement.  An audit also includes assessing the  accounting
  principles used and significant estimates made by management,  as
  well  as  evaluating  the  overall  statement  presentation.   We
  believe  that  our  audit  provides a reasonable  basis  for  our
  opinion.
  
  The  accompanying  statement  was prepared  for  the  purpose  of
  complying  with  the rules and regulations of the Securities  and
  Exchange  Commission  for  inclusion  in  Form  8-K  of   Parkway
  Properties, Inc., as described in Note 2, and is not intended  to
  be  a  complete  presentation of the Southtrust  Bank  Building's
  revenue and expenses.
  
  In  our  opinion,  the  statement of rental  revenue  and  direct
  operating  expenses  referred to above presents  fairly,  in  all
  material  respects,  the  rental  revenue  and  direct  operating
  expenses described in Note 2 of the Southtrust Bank Building  for
  the  year  ended December 31, 1997, in conformity with  generally
  accepted accounting principles.
  
  We have compiled the accompanying statement of rental revenue and
  direct operating expenses of the Southtrust Bank Building for the
  three  months  ended  March  31,  1998  in  accordance  with  the
  Statement on Standards for Accounting and Review Services  issued
  by  the  American  Institute of Certified Public  Accountants.  A
  compilation  is limited to presenting in the form of a  financial
  statement  information that is the representation of  management.
  We  have  not audited or reviewed the statement of rental revenue
  and direct operating expenses of the Southtrust Bank Building for
  the  three months ended March 31, 1998 and, accordingly,  do  not
  express  an  opinion  or  any other  form  of  assurance  on  the
  statement.
  
  
  Jackson, Mississippi                       /s/ Ernst & Young LLP
  March 19, 1999
  
  
                               <PAGE>
  
  
                      Southtrust Bank Building
  
                     Statement of Rental Revenue
                    and Direct Operating Expenses
  
  
                                 Year Ended       Three MonthsEnded
                              December 31, 1997     March 31, 1998
                             ------------------   ------------------
                                                      (unaudited)
  
  Rental revenue:
   Minimum rents ............... $2,545,811         $  643,702
   Reimbursed charges and
     other income...............    205,639             62,241
                                 ----------         ----------
                                  2,751,450            705,943
  
  Direct operating expenses
   (Note 2):
    Utilities...................    315,466             85,966
    Real estate taxes...........    227,396             56,750
    Maintenance services
      and supplies..............    104,239             26,275
    Janitorial services
      and supplies..............     33,163             35,246
    Management fees (Note 3)....     79,828             22,100
    Salary and wages............    244,957             52,784
    Administrative and
      miscellaneous expenses....    199,662             24,140
                                 ----------         ----------
                                  1,204,711            303,261
                                 ----------         ----------
  Excess of rental revenue over
    direct operating expenses... $1,546,739         $  402,682
                                 ==========         ==========
  
  
                         See accompanying notes.
  
  
  
                               <PAGE>
  
  
  
                      Southtrust Bank Building
                                  
                Notes to Statement of Rental Revenue
                    and Direct Operating Expenses
  
                          December 31, 1997
  
  
  1.  Organization and Significant Accounting Policies
  
      Description of Property
  
       On  March 31, 1998, Parkway Properties, Inc. (the "Company")
  purchased the Southtrust Bank Building (the "Building") in Tampa,
  Florida  from an unrelated party.  This seventeen-story  building
  contains a total of approximately 196,000 (unaudited) square feet
  of rentable area.
  
       The  Building's  1998 unaudited rental revenues  and  direct
  operating   expenses  have  been  included  in  the  accompanying
  financial statement for the period prior to being acquired by the
  Company.
  
      Rental Revenue
  
       Minimum rents from leases are accounted for ratably over the
  term  of  each  lease.  Tenant reimbursements are  recognized  as
  revenue  as  the  applicable services are  rendered  or  expenses
  incurred.
  
      The future minimum rents on noncancelable operating leases at
  December 31, 1997 are as follows:
  
                          Year            Amount
                     --------------------------------
                         1998         $ 2,681,000
                         1999           2,567,000
                         2000           2,482,000
                         2001           2,373,000
                         2002           1,890,000
                       Thereafter       2,428,000
                                      -----------
                                      $14,421,000
                                      ===========
  
       The  above amounts do not include tenant reimbursements  for
  utilities, taxes, insurance and common area maintenance.
  
  2.  Basis of Accounting
  
       The  accompanying  statement of rental  revenue  and  direct
  operating  expenses  is  presented on  the  accrual  basis.   The
  statement  has  been prepared in accordance with  the  applicable
  rules  and  regulations of the Securities and Exchange Commission
  for  real estate properties acquired.  Accordingly, the statement
  excludes  certain expenses not comparable to the proposed  future
  operations  of  the  Building such as depreciation  and  mortgage
  interest  expense.   Management is  not  aware  of  any  material
  factors  relating to the Building that would cause  the  reported
  financial information not to be necessarily indicative of  future
  operating results.
  
  
                               <PAGE>
  
  
  3.  Management Fees
  
      Management fees of approximately 3% of revenues received from
  the  operations  of  the  Building  were  paid  to  an  unrelated
  management company.
  
  
                               <PAGE>
  
  
  Report of Independent Auditors
  
  
  The Board of Directors
  Parkway Properties, Inc.
  
  We  have audited the accompanying statement of rental revenue and
  direct operating expenses of River Oaks Plaza for the year  ended
  December  31,  1997.  This  statement is  the  responsibility  of
  management.  Our responsibility is to express an opinion on  this
  statement based on our audit.
  
  We  conducted  our  audit in accordance with  generally  accepted
  auditing  standards.  Those standards require that  we  plan  and
  perform  the  audit to obtain reasonable assurance about  whether
  the statement of rental revenue and direct operating expenses  is
  free of material misstatement.  An audit includes examining, on a
  test  basis,  evidence supporting the amounts and disclosures  in
  the  statement.  An audit also includes assessing the  accounting
  principles used and significant estimates made by management,  as
  well  as  evaluating  the  overall  statement  presentation.   We
  believe  that  our  audit  provides a reasonable  basis  for  our
  opinion.
  
  The  accompanying  statement  was prepared  for  the  purpose  of
  complying  with  the rules and regulations of the Securities  and
  Exchange  Commission  for  inclusion  in  Form  8-K  of   Parkway
  Properties, Inc., as described in Note 2, and is not intended  to
  be  a  complete  presentation of River Oaks Plaza's  revenue  and
  expenses.
  
  In  our  opinion,  the  statement of rental  revenue  and  direct
  operating  expenses  referred to above presents  fairly,  in  all
  material  respects,  the  rental  revenue  and  direct  operating
  expenses  described in Note 2 of River Oaks Plaza  for  the  year
  ended  December  31, 1997, in conformity with generally  accepted
  accounting principles.
  
  We have compiled the accompanying statement of rental revenue and
  direct operating expenses of River Oaks Plaza for the four months
  ended  April  30,  1998  in  accordance  with  the  Statement  on
  Standards  for  Accounting  and Review  Services  issued  by  the
  American Institute of Certified Public Accountants. A compilation
  is  limited  to  presenting in the form of a financial  statement
  information  that is the representation of management.   We  have
  not  audited  or  reviewed the statement of  rental  revenue  and
  direct operating expenses of River Oaks Plaza for the four months
  ended  April 30, 1998 and, accordingly, do not express an opinion
  or any other form of assurance on the statement.
  
  
  Jackson, Mississippi                       /s/ Ernst & Young LLP
  March 18, 1999
  
  
                               <PAGE>
  
  
  
                          River Oaks Plaza
  
                     Statement of Rental Revenue
                    and Direct Operating Expenses
  
  
                                 Year Ended       Four Months Ended
                              December 31, 1997     April 30, 1998
                              -----------------   -----------------
                                                      (unaudited)
  
  Rental revenue:
   Minimum rents ...............   $956,669           $313,712
   Reimbursed charges and
     other income...............     18,281             18,423
                                   --------           --------
                                    974,950            332,135
                                   --------           --------
  
  Direct operating expenses
   (Note 2):
    Utilities...................    136,847             50,683
    Real estate taxes...........     41,071             13,692
    Maintenance services
      and supplies..............     33,970             20,069
    Janitorial services
      and supplies..............     53,922             17,841
    Management fees (Note 3)....     40,817             12,988
    Administrative and
      miscellaneous expenses....     44,077             14,628
                                   --------           --------
                                    350,634            129,901
                                   --------           --------
  Excess of rental revenue over
    direct operating expenses...   $624,316           $202,234
                                   ========           ========
  
  
                         See accompanying notes.
                                  
                                  
                                  
                               <PAGE>
  
  
  
                          River Oaks Plaza
  
                  Notes to Statement of Rental Revenue
                     and Direct Operating Expenses
  
                           December 31, 1997
  
  1.   Organization and Significant Accounting Policies
  
  Description of Property
  
        On  May  1,  1998, Parkway Properties, Inc. (the "Company")
  purchased   River  Oaks  Plaza  (the  "Building")   in   Jackson,
  Mississippi, from an unrelated party.  The Building  consists  of
  two  garden-style, two-story buildings which contain approximately
  73,000 (unaudited) square feet of rentable area.
  
        The  Building's 1998 unaudited rental revenues  and  direct
  operating   expenses  have  been  included  in  the  accompanying
  financial statement for the period prior to being acquired by the
  Company.
  
  Rental Revenue
  
       Minimum rents from leases are accounted for ratably over the
  term  of  each  lease.  Tenant reimbursements are  recognized  as
  revenue  as  the  applicable services are  rendered  or  expenses
  incurred.
  
      The future minimum rents on noncancelable operating leases at
  December 31, 1997 are as follows:
  
                          Year            Amount
                     --------------------------------
                          1998          $  875,000
                          1999             605,000
                          2000             468,000
                          2001             361,000
                          2002             329,000
                       Thereafter          473,000
                                        ----------
                                        $3,111,000
                                        ==========
  
       The  above amounts do not include tenant reimbursements  for
  utilities, taxes, insurance and common area maintenance.
  
       Two  tenants, whose leases expire May 1999 and December 1999
  and  two tenants whose leases expired during 1998, accounted  for
  approximately 78% of the Building's 1997 rental revenue.
  
  2.  Basis of Accounting
  
       The  accompanying  statement of rental  revenue  and  direct
  operating  expenses  is  presented on  the  accrual  basis.   The
  statement  has  been prepared in accordance with  the  applicable
  rules  and  regulations of the Securities and Exchange Commission
  for  real estate properties acquired.  Accordingly, the statement
  excludes  certain expenses not comparable to the proposed  future
  operations  of  the  Building such as depreciation  and  mortgage
  interest  expense.   Management is  not  aware  of  any  material
  factors  relating to the Building that would cause  the  reported
  financial information not to be necessarily indicative of  future
  operating results.
  
  
                               <PAGE>
  
  
  3.  Management Fees
  
      Management fees of approximately 4% of revenues received from
  the  operations of the Building were paid to a subsidiary of  the
  Company.
  
  
  
                               <PAGE>
  
  
                   Report of Independent Auditors
  
  
  The Board of Directors
  Parkway Properties, Inc.
  
  We  have audited the accompanying statement of rental revenue and
  direct  operating expenses of 111 East Capitol Building  for  the
  year   ended   December   31,  1997.  This   statement   is   the
  responsibility of management.  Our responsibility is  to  express
  an opinion on this statement based on our audit.
  
  We  conducted  our  audit in accordance with  generally  accepted
  auditing  standards.  Those standards require that  we  plan  and
  perform  the  audit to obtain reasonable assurance about  whether
  the statement of rental revenue and direct operating expenses  is
  free of material misstatement.  An audit includes examining, on a
  test  basis,  evidence supporting the amounts and disclosures  in
  the  statement.  An audit also includes assessing the  accounting
  principles used and significant estimates made by management,  as
  well  as  evaluating  the  overall  statement  presentation.   We
  believe  that  our  audit  provides a reasonable  basis  for  our
  opinion.
  
  The  accompanying  statement  was prepared  for  the  purpose  of
  complying  with  the rules and regulations of the Securities  and
  Exchange  Commission  for  inclusion  in  Form  8-K  of   Parkway
  Properties, Inc., as described in Note 2, and is not intended  to
  be  a  complete  presentation  of  111  East  Capitol  Building's
  revenues and expenses.
  
  In  our  opinion,  the  statement of rental  revenue  and  direct
  operating  expenses  referred to above presents  fairly,  in  all
  material  respects,  the  rental  revenue  and  direct  operating
  expenses  described in Note 2 of 111 East Capitol  for  the  year
  ended  December  31, 1997, in conformity with generally  accepted
  accounting principles.
  
  We have compiled the accompanying statement of rental revenue and
  direct  operating expenses of 111 East Capitol for the six months
  ended June 30, 1998 in accordance with the Statement on Standards
  for  Accounting  and  Review  Services  issued  by  the  American
  Institute  of  Certified  Public Accountants.  A  compilation  is
  limited  to  presenting  in  the form of  a  financial  statement
  information  that is the representation of management.   We  have
  not  audited  or  reviewed the statement of  rental  revenue  and
  direct  operating expenses of 111 East Capitol Building  for  the
  six  months ended June 30, 1998 and, accordingly, do not  express
  an opinion or any other form of assurance on the statement.
  
  
  Jackson, Mississippi                       /s/ Ernst & Young LLP
  March 19, 1999
  
  
  
                               <PAGE>
  
  
  
                      111 East Capitol Building
                                  
                     Statement of Rental Revenue
                    and Direct Operating Expenses
  
  
                                 Year Ended       Six Months Ended
                              December 31, 1997     June 30, 1998
                              -----------------   ----------------
                                                      (unaudited)
  
  Rental revenue:
   Minimum rents ...............  $2,037,243        $1,046,334
   Reimbursed charges and
     other income...............     409,668           103,108
                                  ----------        ----------
                                   2,446,911         1,149,442
                                  ----------        ----------
  
  Direct operating expenses
   (Note 2):
    Utilities...................    296,599            111,818
    Real estate taxes...........    308,513            154,257
    Maintenance services
      and supplies..............    132,397             75,615
    Janitorial services
      and supplies..............     92,488             53,095
    Management fees (Note 3)....     94,763             45,547
    Administrative and
      miscellaneous expenses....    206,706             95,278
                                 ----------         ----------
                                  1,131,466            535,610
                                 ----------         ----------
  Excess of rental revenue over
    direct operating expenses... $1,315,445         $  613,832
                                 ==========         ==========
  
  
                         See accompanying notes.
  
  
                               <PAGE>
  
  
                      111 East Capitol Building
  
                  Notes to Statement of Rental Revenue
                     and Direct Operating Expenses
  
                           December 31, 1997
  
  1.   Organization and Significant Accounting Policies
  
       Description of Property
  
       On  July  1, 1998, Parkway Properties, Inc. (the  "Company")
  purchased 111 East Capitol Building (the "Building") in  Jackson,
  Mississippi  from  an  unrelated party.  The five-story  building
  contains  approximately  172,000  (unaudited)  square   feet   of
  rentable area.
  
      The  Building's  1998 unaudited rental revenues  and  direct
  operating   expenses  have  been  included  in  the  accompanying
  financial  statement for the period prior to be acquired  by  the
  Company.
  
      Rental Revenue
  
      Minimum rents from leases are accounted for ratably over the
  term  of  each  lease.  Tenant reimbursements are  recognized  as
  revenue  as  the  applicable services are  rendered  or  expenses
  incurred.
  
      The future minimum rents on noncancelable operating leases at
  December 31, 1997 are as follows:
  
                          Year            Amount
                     --------------------------------
                          1998        $2,049,000
                          1999         1,060,000
                          2000           786,000
                          2001           770,000
                          2002           702,000
                       Thereafter        922,000
                                      ----------
                                      $6,289,000
                                      ==========
  
        The  above amounts do not include tenant reimbursements  for
  utilities, taxes, insurance and common area maintenance.
  
        Three tenants, whose leases expired or will expire September
  1998, June 1999 and January 2002, accounted for approximately 49%
  of the Building's 1997 rental revenue.
  
  2.   Basis of Accounting
  
       The  accompanying  statement of rental  revenue  and  direct
  operating  expenses  is  presented on  the  accrual  basis.   The
  statement  has  been prepared in accordance with  the  applicable
  rules  and  regulations of the Securities and Exchange Commission
  for  real estate properties acquired.  Accordingly, the statement
  excludes  certain expenses not comparable to the proposed  future
  operations  of  the  Building such as depreciation  and  mortgage
  interest  expense.   Management is  not  aware  of  any  material
  factors  relating to the Building that would cause  the  reported
  financial  information not be necessarily  indicative  of  future
  operating results.
  
  3.  Management Fees
  
      Management fees of approximately 4% of revenues received from
  the  operations  of  the  Building  were  paid  to  an  unrelated
  management company.
  
  
  
                               <PAGE>
  
  
  
                   Report of Independent Auditors
  
  
  The Board of Directors
  Parkway Properties, Inc.
  
  We  have audited the accompanying statement of rental revenue and
  direct operating expenses of The Winchester Building for the year
  ended December 31, 1997. This statement is the responsibility  of
  management.  Our responsibility is to express an opinion on  this
  statement based on our audit.
  
  We  conducted  our  audit in accordance with  generally  accepted
  auditing  standards.  Those standards require that  we  plan  and
  perform  the  audit to obtain reasonable assurance about  whether
  the statement of rental revenue and direct operating expenses  is
  free of material misstatement.  An audit includes examining, on a
  test  basis,  evidence supporting the amounts and disclosures  in
  the  statement.  An audit also includes assessing the  accounting
  principles used and significant estimates made by management,  as
  well  as  evaluating  the  overall  statement  presentation.   We
  believe  that  our  audit  provides a reasonable  basis  for  our
  opinion.
  
  The  accompanying  statement  was prepared  for  the  purpose  of
  complying  with  the rules and regulations of the Securities  and
  Exchange  Commission  for  inclusion  in  Form  8-K  of   Parkway
  Properties, Inc., as described in Note 2, and is not intended  to
  be  a complete presentation of The Winchester Building's revenues
  and expenses.
  
  In  our  opinion,  the  statement of rental  revenue  and  direct
  operating  expenses  referred to above presents  fairly,  in  all
  material  respects,  the  rental  revenue  and  direct  operating
  expenses described in Note 2 of The Winchester Building  for  the
  year  ended  December  31,  1997, in  conformity  with  generally
  accepted accounting principles.
  
  We have compiled the accompanying statement of rental revenue and
  direct operating expenses of The Winchester Building for the nine
  months  ended September 30, 1998 in accordance with the Statement
  on  Standards  for Accounting and Review Services issued  by  the
  American Institute of Certified Public Accountants. A compilation
  is  limited  to  presenting in the form of a financial  statement
  information  that is the representation of management.   We  have
  not  audited  or  reviewed the statement of  rental  revenue  and
  direct operating expenses of The Winchester Building for the nine
  months  ended September 30, 1998 and, accordingly, do not express
  an opinion or any other form of assurance on the statement.
  
  
  Jackson, Mississippi                       /s/ Ernst & Young LLP
  March 17, 1999
  
  
  
                               <PAGE>
  
  
  
                       The Winchester Building
                                  
                     Statement of Rental Revenue
                    and Direct Operating Expenses
  
  
  
                                 Year Ended       Nine Months Ended
                              December 31, 1997   September 30,1998
                              -----------------   ------------------
                                                      (unaudited)
  
  Rental revenue:
   Minimum rents ...............  $1,499,991        $1,208,853
   Reimbursed charges and
     other income...............     141,120           156,039
                                  ----------        ----------
                                   1,641,111         1,364,892
                                  ----------        ----------
  
  Direct operating expenses
   (Note 2):
    Utilities...................    195,500            156,841
    Real estate taxes...........     93,715             74,253
    Maintenance services
      and supplies..............     99,914             73,615
    Janitorial services
      and supplies..............     86,207             70,697
    Management fees (Note 3)....     39,216             35,926
    Wages.......................     37,162             28,973
    Administrative and
      miscellaneous expenses....     25,586             19,965
                                 ----------         ----------
                                    577,300            460,270
                                 ----------         ----------
  Excess of rental revenue over
    direct operating expenses... $1,063,811         $  904,622
                                 ==========         ==========
  
  
  
  
                       See accompanying notes.
                                  
  
  
  
                               <PAGE>
  
  
  
                                  
                       The Winchester Building
  
                  Notes to Statement of Rental Revenue
                     and Direct Operating Expenses
  
                           December 31, 1997
  
  
  1.   Organization and Significant Accounting Policies
  
       Description of Property
  
       On  December  18,  1998,  Parkway  Properties,  Inc.  (the
  "Company") purchased The Winchester Building (the "Building")  in
  Richmond,  Virginia,  from an unrelated party.   The  three-story
  building  contains approximately 128,000 (unaudited) square  feet
  of rentable area,
  
       Rental Revenue
  
       Minimum rents from leases are accounted for ratably over the
  term  of  each  lease.  Tenant reimbursements are  recognized  as
  revenue  as  the  applicable services are  rendered  or  expenses
  incurred.
  
       The  future minimum rents on noncancelable operating leases
  at December 31, 1997 are as follows:
  
                          Year            Amount
                     --------------------------------
                         1998         $1,612,000
                         1999          1,410,000
                         2000            999,000
                         2001            589,000
                         2002            430,000
                      Thereafter         142,000
                                      ----------
                                      $5,182,000
                                      ==========
  
       The above amounts do not include tenant reimbursements  for
  utilities, taxes, insurance and common area maintenance.
  
  2.   Basis of Accounting
  
       The  accompanying  statement of rental revenue  and  direct
  operating  expenses  is  presented on  the  accrual  basis.   The
  statement  has  been prepared in accordance with  the  applicable
  rules  and  regulations of the Securities and Exchange Commission
  for  real estate properties acquired.  Accordingly, the statement
  excludes  certain expenses not comparable to the proposed  future
  operations  of  the  Building such as depreciation  and  mortgage
  interest  expense.   Management is  not  aware  of  any  material
  factors  relating to the Building that would cause  the  reported
  financial  information not be necessarily  indicative  of  future
  operating results.
  
  3.   Management Fees
  
       Management fees of approximately 2.5% of revenues  received
  from  the  operations of the Building were paid to  an  unrelated
  management company.
  
  
  
                               <PAGE>
  
  
  
                      PARKWAY PROPERTIES, INC.
  
             Pro Forma Consolidated Financial Statements
                             (Unaudited)
  
       The following unaudited pro forma consolidated balance sheet
  as of September 30, 1998 and pro forma consolidated statements of
  income of Parkway Properties, Inc. ("Parkway") for the year ended
  December  31, 1997 and the nine months ended September  30,  1998
  give  effect to the recent purchases of Parkway listed below  for
  the   periods  stated.   The  pro  forma  consolidated  financial
  statements have been prepared by management of Parkway based upon
  the   historical   financial  statements  of  Parkway   and   the
  adjustments and assumptions in the accompanying notes to the  pro
  forma consolidated financial statements.
  
       The  pro  forma consolidated balance sheet sets  forth  the
  effect of Parkway's purchase of the Winchester Building, as if it
  had been consummated on September 30, 1998.
  
       The  pro forma consolidated statements of income sets forth
  the  effects of Parkway's purchases of the buildings listed below
  as if they had been consummated on January 1, 1997.
  
       
       BUILDING                            DATE OF PURCHASE
       
       Winchester Building                     12/18/98
       111 East Capitol Building               07/01/98
       River Oaks Plaza                        05/01/98
       Southtrust Bank Building                03/31/98
       Brookdale Portfolio                     02/25/98
       Schlumberger Building                   01/21/98
       Greenbrier Towers                       11/25/97
       Raytheon Building                       11/17/97
       First Little Rock Plaza                 11/07/97
       Hightower Centre                        10/01/97
       Morgan Keegan Tower                     09/30/97
       First Tennessee Plaza                   09/18/97
       Fairway Plaza                           08/12/97
       NationsBank Tower                       07/31/97
       Lakewood II                             07/10/97
       Sugar Grove                             05/01/97
       Vestavia Centre                         04/04/97
       Meridian                                03/31/97
       Charlotte Park Executive Center         03/18/97
       Courtyard at Arapaho                    03/06/97
       Ashford II                              01/28/97
       Forum II & III                          01/07/97
  
        In  addition to the purchases listed above, the  pro  forma
  consolidated  statement of income sets forth the  effect  of  the
  sale  of  1,750,000 shares of Common Stock on January  22,  1997,
  262,500 shares of Common Stock on February 19, 1997, 3,000,000
  shares of
  
  
                               <PAGE>
  
                                  
  Common  Stock  on  September 24, 1997, 450,000 shares  of  Common
  Stock  on  October  6,  1997,  451,128  shares of Common Stock on 
  February 3, 1998, 855,900 shares of Common Stock on March 11, 1998,
  2,400,000 shares of 8.75% Series A Cumulative Redeemable Preferred
  Stock on April  28,  1998 and  250,000  shares  of 8.75% Series A  
  Cumulative  Redeemable   Preferred   Stock  on  May  6,  1998  as  
  if these transactions had occurred January 1, 1997.
  
       These pro forma consolidated financial statements may not be
  indicative  of the results that actually would have  occurred  if
  the  purchases, sales and/or financings had been in effect on the
  dates indicated or which may be obtained in the future.  The  pro
  forma  consolidated  financial  statements  should  be  read   in
  conjunction with the consolidated financial statements and  notes
  of  Parkway  included in its annual report on Form 10-K  for  the
  year ended December 31, 1997.
  
                               <PAGE>
  
  
              PARKWAY PROPERTIES, INC. AND SUBSIDIARIES
                PRO FORMA CONSOLIDATED BALANCE SHEET
                         September 30, 1998
  
                                 Parkway    Pro Forma    Parkway
                                Historical  Adjustments Pro Forma
                                ----------  ----------- ---------
                                          (In thousands)
  Assets                                       (1-5)
  Real estate related investments:
    Office buildings.............$565,383    $ 11,680    $577,063
    Land held for development....   1,721           -       1,721
    Accumulated depreciation.....(23,499)           -    (23,499)
                                 --------    --------    --------
                                  543,605      11,680     555,285
  
    Land held for sale...........   3,903           -       3,903
    Mortgage loans...............     896           -         896
    Real estate partnership......     333           -         333
                                 --------    --------    --------
                                  548,737      11,680     560,417
  Interest, rents receivable
    and other assets.............  14,459           -      14,459
  Cash and cash equivalents......     809       (809)           -
                                 --------    --------    --------
                                 $564,005      10,871     574,876
                                 ========    ========    ========
  Liabilities
  Notes payable to banks..........$ 14,025   $ 10,871    $ 24,896
  Mortgage notes payable
    without recourse..............203,986           -     203,986
  Accounts payable and other
    liabilities................... 18,451           -      18,451
                                 --------    --------    --------
                                  236,462      10,871     247,333
                                 --------    --------    --------
  Stockholders' Equity
  8.75% Series A Preferred stock,
    $.001 par value, 2,750,000
    shares authorized and
    2,650,000 shares issued and
    outstanding................... 66,250           -      66,250
  Common stock, $.001 par value,
    70,000,000 shares authorized,
    10,106,710 shares issued and
    outstanding ..................     10           -          10
  Additional paid-in capital......223,885           -     223,885
  Retained earnings............... 37,398           -      37,398
                                 --------    --------    --------
                                  327,543           -     327,543
                                 --------    --------    --------
                                 $564,005    $ 10,871    $574,876
                                 ========    ========    ========
  
  
                       See accompanying notes.
                                  
                                  
                               <PAGE>
  
  
               PARKWAY PROPERTIES, INC. AND SUBSIDIARIES
               PRO FORMA CONSOLIDATED STATEMENT OF INCOME
                  FOR THE YEAR ENDED DECEMBER 31, 1997
                (In thousands, except per share data)
                                  
                                 Parkway    Pro Forma     Parkway
                              Historical   Adjustments  Pro Forma
                              ----------   -----------  ---------
                             (Unaudited)      (1-6)
  Revenues
  Income from office properties..$45,799    $43,808(a)  $89,607
  Income from other real estate
    properties....................   722          -         722
  Interest on mortgage loans......    63          -          63
  Management company income.......   539          -         539
  Interest on investments.........   373          -         373
  Dividend income.................   388          -         388
  Deferred gains and other income.   203          -         203
                                 -------    -------     -------
                                  48,087     43,808      91,895
                                 -------    -------     -------
  Expenses
  Office properties
    Operating expense.............19,697     18,938(a)   38,635
    Interest expense:
      Contractual................. 5,486      3,266(c)    8,752
      Amortization................    95          -          95
    Depreciation and amortization. 6,033      6,656(a)   12,689
    Minority interest.............    59          -          59
  Other real estate properties
    Operating expense.............   462          -         462
  Interest expense on bank notes:
    Contractual...................   810       (810)(d)       -
    Amortization..................   187          -         187
  Management company expense......   362          -         362
  General and administrative...... 3,312          -       3,312
                                 -------    -------     -------
                                  36,503     28,050      64,553
                                 -------    -------     -------
  Income before gains and
    minority interest.............11,584     15,758      27,342
  
  Gain on real estate held for
    sale and mortgage loans....... 2,907          -       2,907
                                 -------    -------     -------
  Net income......................14,491     15,758      30,249
  
  Dividends on preferred stock....     -      5,797       5,797
                                 -------    -------     -------
  Net income available to common
    stockholders.................$14,491    $ 9,961     $24,452
                                 =======    =======     =======
  Net income per common share:
    Basic........................$  2.05                $  2.42(3)
                                 =======                =======
    Diluted......................$  2.01                $  2.39(3)
                                 =======                =======
  Weighted average shares
    outstanding
    Basic......................... 7,078                 10,107(3)
                                 =======                =======
    Diluted....................... 7,214                 10,246(3)
                                 =======                =======
  
                        See accompanying notes.
  
  
                               <PAGE>
                                  
  
             PARKWAY PROPERTIES, INC. AND SUBSIDIARIES
               PRO FORMA CONSOLIDATED STATEMENT OF INCOME
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998
                               (Unaudited)
  
                                  Parkway    Pro Forma    Parkway
                                Historical  Adjustments  Pro Forma
                                ---------- -------------- ---------
                               (In thousands, except per share data)
                                              (1-6)
  Revenues
  Income from office properties...$69,464  $ 5,591(b)    $75,055
  Interest on mortgage loans......    97         -            97
  Management company income.......   391         -           391
  Interest on investments.........   113         -           113
  Dividend income.................    44         -            44
  Deferred gains and other income.   183         -           183
                                 -------   -------       -------
                                  70,292     5,591        75,883
                                 -------   -------       -------
  Expenses
  Office properties
    Operating expense.............29,249     2,387(b)     31,636
    Interest expense:
      Contractual................. 7,767       209(c)      7,976
      Amortization of loan cost...    89         -            89
    Depreciation and amortization.10,205     1,031(b)     11,236
  Other real estate properties
    Operating expense.............    84         -            84
  Interest expense on bank notes:
    Contractual................... 3,153        (5)(d)     3,148
    Amortization of loan costs....   785         -           785
  Management company expense......   299         -           299
  General and administrative...... 2,579         -         2,579
                                 -------   -------       -------
                                  54,210     3,622        57,832
                                 -------   -------       -------
  Income before gains and
    minority interest.............16,082     1,969        18,051
  
  Gain on real estate held for
    sale and mortgage loans....... 4,886         -         4,886
  Minority interest - unit holders   (1)         -            (1)
                                 -------   -------       -------
  Net income......................20,967     1,969        22,936
  
  Dividends on preferred stock.... 2,464     1,884         4,348
                                 -------   -------       -------
  Net income available to common
    stockholders..................$18,503  $    85       $18,588
                                 =======   =======       =======
  Net income per common share
    Basic........................$  1.74                 $  1.84(3)
                                 =======                 =======
    Diluted......................$  1.72                 $  1.81(3)
                                 =======                 =======
  Weighted average shares
    outstanding
    Basic.........................10,619                  10,107(3)
                                 =======                 =======
    Diluted.......................10,758                  10,246(3)
                                 =======                 =======
  
                        See accompanying notes.
  
  
                               <PAGE>
  
  
                       PARKWAY PROPERTIES, INC.
  
         Notes to Pro Forma Consolidated Financial Statements
                           (Unaudited)
  
  1.   On March 31, 1998, the Company purchased the Southtrust Bank
       Building  in  St.  Petersburg, Florida for $17,440,000.  The
       Southtrust  Bank  Building  is  a  seventeen-story   196,000
       rentable  square foot office building overlooking Tampa  Bay
       in  downtown  St. Petersburg.  The building has an  attached
       parking garage accommodating 192 spaces.
  
  2.   On May 1, 1998, the Company purchased the 73,000 square foot
       River Oaks Office Plaza in Jackson, Mississippi for $4,400,000.
       The project consists of two garden-style, two-story buildings
       constructed in 1981 and includes 326 surface parking spaces.
       River Oaks Office Plaza is located in the Lakeland Drive sub-
       market of Jackson.
  
  3.   On  July 1, 1998, the Company purchased a partnership owning
       the 172,000 square foot 111 East Capitol Building in Jackson,
       Mississippi for $11,350,000 including 1,318 operating partnership
       units of Parkway Properties LP and the assumption of a $5,647,000
       mortgage note payable.  This acquisition has been accounted for
       using the purchase method of accounting. The total purchase price
       has been allocated on the basis of fair values of the assets
       acquired and liabilities assumed. The mortgage note payable,
       which has a stated rate of 8% has been recorded at $5,962,000 to
       reflect  it  at  fair value based on the  Company's  current
       incremental borrowing rate of 7%. The building was constructed in
       1983 and includes an attached 200-space two-level parking garage.
       The 111 East Capitol Building is located in the Central Business
       District of Jackson.
  
  4.   On  July  1,  the  Company  sold  the  four-building  Dallas
       Portfolio for $53,250,000. The Company recorded a  gain  for
       financial purposes of $3,292,000 on the sale.
  
  5.   On  December 18, 1998, the Company purchased the  Winchester
       Building in Richmond, Virginia for $11,680,000.  The three-story,
       128,000 square foot office building was constructed in 1987 and
       is currently 88% leased.
  
  
  
                               <PAGE>
  
  
  6.   The  pro  forma  adjustments to the historical  Consolidated
       Statement of Income for the year ended December 31, 1997 and
       the  nine  months  ended September 30, 1998  set  forth  the
       effects of Parkway's purchases of the following buildings as
       if they had been consummated on January 1, 1997.
  
            BUILDING                            DATE OF PURCHASE
       
            Winchester Building                     12/18/98
            111 East Capitol Building               07/01/98
            River Oaks Plaza                        05/01/98
            Southtrust Bank Building                03/31/98
            Brookdale Portfolio                     02/25/98
            Schlumberger Building                   01/21/98
            Greenbrier Towers                       11/25/97
            Raytheon Building                       11/17/97
            First Little Rock Plaza                 11/07/97
            Hightower Centre                        10/01/97
            Morgan Keegan Tower                     09/30/97
            First Tennessee Plaza                   09/18/97
            Fairway Plaza                           08/12/97
            NationsBank Tower                       07/31/97
            Lakewood II                             07/10/97
            Sugar Grove                             05/01/97
            Vestavia Centre                         04/04/97
            Meridian                                03/31/97
            Charlotte Park Executive Center         03/18/97
            Courtyard at Arapaho                    03/06/97
            Ashford II                              01/28/97
            Forum II & III                          01/07/97
  
  
                               <PAGE>
  
  
  
  (a)  The  pro forma adjustments to the Consolidated Statement  of
       Income  are  detailed below by property for the  year  ended
       December 31, 1997.
  
                           Revenue               Expenses
                         --------------------------------------
                               Income From Real Estate Owned
                         Real Estate     Operating    Depreciation
                         Properties       Expense       Expense*
                         -----------   ------------   ------------
  Purchases:
    Charlotte Park     $    505,000    $   208,000    $    69,000
    Ashford II               54,000         37,000          4,000
    Courtyard at
      Arapaho               366,000        164,000         58,000
    Meridian                354,000        123,000         59,000
    Vestavia                240,000         91,000         26,000
    Sugar Grove             309,000        165,000         43,000
    Lakewood II             977,000        447,000        129,000
    NationsBank Tower     2,392,000      1,003,000        271,000
    Fairway Plaza           859,000        379,000         94,000
    First Tennessee
      Plaza               4,253,000      2,080,000        477,000
    Morgan Keegan
      Tower               3,327,000      1,665,000        618,000
    Hightower Centre        833,000        333,000        113,000
    Raytheon Building     2,417,000      1,072,000        315,000
    First Little Rock     1,298,000        517,000        191,000
    Greenbrier Towers     1,913,000        835,000        330,000
    Schlumberger          2,260,000        817,000        275,000
    Brookdale Portfolio  20,543,000      9,108,000      3,668,000
    Southtrust Bank Bldg. 2,751,000      1,205,000       392,000
    River Oaks Plaza        975,000        351,000         99,000
    111 East Capitol      2,447,000      1,131,000        255,000
    Sale of Dallas
      Portfolio         (6,906,000)    (3,370,000)    (1,093,000)
    Winchester            1,641,000        577,000        263,000
  
                        -----------    -----------    -----------
                        $43,808,000    $18,938,000    $ 6,656,000
                        ===========    ===========    ===========
  
       *Depreciation is provided by the straight-line  method  over
       the estimated useful lives of the buildings (40 years).
  
  
  
                               <PAGE>
  
  
  
  (b)  The  pro forma adjustments to the Consolidated Statement  of
       Income  are  detailed below by property for the nine  months
       ended September 30, 1998.
                      
                            Revenue              Expense
                         ----------------------------------------
                             Income From Real Estate Owned
                         Real Estate     Operating Depreciation
                         Properties      Expense       Expense*
                         -----------   ------------  ------------
  Purchases:
  Schlumberger           $   125,000   $     45,000  $     15,000
  Brookdale Portfolio      3,139,000      1,392,000       560,000
  Southtrust Bank Building   706,000        303,000        98,000
  River Oaks Plaza           332,000        130,000        33,000
  111 East Capitol         1,149,000        536,000       128,000
  Sale of Dallas Portfolio(1,225,000)      (479,000)            -
  Winchester               1,365,000        460,000       197,000
                         -----------    -----------   ------------
                         $ 5,591,000      2,387,000   $  1,031,000
                         ===========   ============   ============
  
       *Depreciation is provided by the straight-line  method  over
       the estimated useful lives of the buildings (40 years).
  
  (c)  Pro forma interest expense on real estate owned reflects the
       non-recourse  debt placed on certain buildings  acquired  in
       1997  and 1998 and debt assumed upon purchase at the  actual
       amounts and rates by property as if in place January 1, 1997
       and is detailed below.
  
            Property/Placement             Year Ended
                 Date/Rate        Debt       12/31/97
            ------------------ ----------- ----------
            Lakewood II*
              7/97 8.08%       $ 6,910,000  $ 294,000
       
            BB&T
              11/97 7.3%        15,000,000    958,000
       
            Raytheon Building*
              11/97 8.125%       7,958,000    566,000
       
            First Tennessee
              Plaza
              12/97 7.17%       15,000,000  1,031,000
       
            111 East Capitol*
              7/98 7%            5,962,000    417,000
                                           ----------
                                           $3,266,000
                                           ==========
            *Assumed in purchase.
       
  
                          <PAGE>
       
  
  
       (d)  The  pro  forma  effect of the building purchases,  the
            placement of non-recourse debt, the sales of Common Stock
            and the sale of the Dallas portfolio on interest expense 
            on notes payable to banks was $819,000 for the year ended 
            December 31, 1997 and $614,000 for the nine months ended 
            September 30, 1998.
       
  7.   The  pro forma basic and diluted earnings per share for  the
       year  ended December 31, 1997 reflect the sale of  1,750,000
       shares  of Common Stock on January 22, 1997, 262,500  shares
       of  Common  Stock on February 19, 1997, 3,000,000 shares  of
       Common Stock on September 24, 1997, 450,000 shares of Common
       Stock on October 6, 1997, 451,128 shares of Common Stock  on
       February  23, 1998, 855,900 shares of Common Stock on  March
       11,  1998 and the purchase of 992,681 shares of Common Stock
       in the third quarter of 1998.
  
  8.   No   income  tax  expenses  were  provided  because  of  the
       Company's net operating loss carryover and status as a REIT.
                                  
                                  
                                  
                                  
                               <PAGE>
                                  
                                  
                                  
                                  
                            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:  March 24, 1999               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": 60247}]
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": "99571910"}, "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):    March 24, 1999
                                                    --------------
  
                      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)
  PARKWAY PROPERTIES, INC.
  
  Item 5.   Other Events.
  
       On March 31, 1998, the Company purchased the Southtrust Bank
  Building   in  St.  Petersburg,  Florida  for  $17,440,000.   The
  Southtrust  Bank  Building is a seventeen-story 196,000  rentable
  square foot office building overlooking Tampa Bay in downtown St.
  Petersburg.    The  building  has  an  attached  parking   garage
  accommodating  192 spaces. The purchase was funded with  advances
  under  then  existing bank lines of credit with Deposit  Guaranty
  National Bank.
  
       On May 1, 1998, the Company purchased the 73,000 square foot
  River  Oaks  Office Plaza in Jackson, Mississippi for $4,400,000.
  The  project  consists of two garden-style,  two-story  buildings
  constructed  in  1981  and includes 326 surface  parking  spaces.
  River  Oaks  Office Plaza is located in the Lakeland  Drive  sub-
  market  of  Jackson. The purchase was funded with advances  under
  then existing bank lines of credit with Deposit Guaranty National
  Bank.
  
       On  July 1, 1998, the Company purchased a partnership owning
  the  172,000  square foot 111 East Capitol Building  in  Jackson,
  Mississippi for $11,350,000 including 1,318 operating partnership
  units of Parkway Properties LP and the assumption of a $5,647,000
  mortgage  note payable.  This acquisition has been accounted  for
  using  the  purchase  method of accounting.  The  total  purchase
  price  has  been  allocated on the basis of fair  values  of  the
  assets  acquired  and  liabilities assumed.   The  mortgage  note
  payable,  which  has  a stated rate of 8% has  been  recorded  at
  $5,962,000  to  reflect it at fair value based on  the  Company's
  current  incremental  borrowing rate of  7%.   The  building  was
  constructed in 1983 and includes an attached 200-space  two-level
  parking garage.  The 111 East Capitol Building is located in  the
  Central  Business  District of Jackson. The purchase  was  funded
  with  advances  under  then existing bank lines  of  credit  with
  Deposit Guaranty National Bank.
  
       On  December 18, 1998, the Company purchased the  Winchester
  Building in Richmond, Virginia for $11,680,000.  The three-story,
  128,000  square foot office building was constructed in 1987  and
  is  currently  88% leased. The purchase was funded with  advances
  under existing bank lines of credit with a consortium of 14 banks
  with  Chase  Bank of Texas, National Association serving  as  the
  lead agent.
  
  Item 7.   Financial Statements and Exhibits.
  
       (a)  Financial Statements
  
        (1)   The  following  audited financial  statement  of  the
  Southtrust Bank Building for the year ended December 31, 1997  is
  attached   hereto.  Also  included  is  the  unaudited  financial
  statement for the three months ended March 31, 1998.
  
                                                               Page
                                                               ----
       Report of Independent Auditors                             4
       Statement of Rental Revenue and
         Direct Operating Expenses                                5
       Notes to Statement of Rental Revenue
         and Direct Operating Expenses                            6
  (2)  The following audited financial statement of River Oaks
  Office  Plaza  for the year ended December 31, 1997  is  attached
  hereto.  Also  included is the unaudited financial statement  for
  the four months ended April 30, 1998.
  
                                                             Page
                                                             ----
       Report of Independent Auditors                          8
       Statement of Rental Revenue and
         Direct Operating Expenses                             9
       Notes to Statement of Rental Revenue
         and Direct Operating Expenses                        10
       
        (3)   The following audited financial statement of the  111
  East  Capitol Building for the year ended December  31,  1997  is
  attached   hereto.  Also  included  is  the  unaudited  financial
  statement for the six months ended June 30, 1998.
  
                                                               Page
                                                               ----
       Report of Independent Auditors                            12
       Statement of Rental Revenue and
         Direct Operating Expenses                               13
       Notes to Statement of Rental Revenue
         and Direct Operating Expenses                           14
  
        (4)   The  following  audited financial  statement  of  the
  Winchester  Building  for the year ended  December  31,  1997  is
  attached   hereto.  Also  included  is  the  unaudited  financial
  statement for the nine months ended September 30, 1998.
  
                                                               Page
                                                               ----
       Report of Independent Auditors                            16
       Statement of Rental Revenue and
         Direct Operating Expenses                               17
       Notes to Statement of Rental Revenue
         and Direct Operating Expenses                           18
  
       (b)  Pro Forma Consolidated Financial Statements
  
        The  following  unaudited Pro Forma Consolidated  Financial
  Statements are attached hereto.
  
                                                               Page
                                                               ----
  Pro Forma Consolidated Financial Statements (Unaudited)        19
  Pro Forma Consolidated Balance Sheet (Unaudited) -
    As of September 30, 1998                                     21
  Pro Forma Consolidated Statement of Income (Unaudited) -
    For the Year Ended December 31, 1997                         22
  Pro Forma Consolidated Statement of Income (Unaudited) -
    For the Nine Months Ended September 30, 1998                 23
  Notes to Pro Forma Consolidated Financial
    Statements (Unaudited)                                       24
  
       (c)  Exhibits
  
       (23) Consent of Independent Auditors
  Report of Independent Auditors
  
  The Board of Directors
  Parkway Properties, Inc.
  
  We  have audited the accompanying statement of rental revenue and
  direct operating expenses of the Southtrust Bank Building for the
  year   ended   December   31,  1997.  This   statement   is   the
  responsibility of management.  Our responsibility is  to  express
  an opinion on this statement based on our audit.
  
  We  conducted  our  audit in accordance with  generally  accepted
  auditing  standards.  Those standards require that  we  plan  and
  perform  the  audit to obtain reasonable assurance about  whether
  the statement of rental revenue and direct operating expenses  is
  free of material misstatement.  An audit includes examining, on a
  test  basis,  evidence supporting the amounts and disclosures  in
  the  statement.  An audit also includes assessing the  accounting
  principles used and significant estimates made by management,  as
  well  as  evaluating  the  overall  statement  presentation.   We
  believe  that  our  audit  provides a reasonable  basis  for  our
  opinion.
  
  The  accompanying  statement  was prepared  for  the  purpose  of
  complying  with  the rules and regulations of the Securities  and
  Exchange  Commission  for  inclusion  in  Form  8-K  of   Parkway
  Properties, Inc., as described in Note 2, and is not intended  to
  be  a  complete  presentation of the Southtrust  Bank  Building's
  revenue and expenses.
  
  In  our  opinion,  the  statement of rental  revenue  and  direct
  operating  expenses  referred to above presents  fairly,  in  all
  material  respects,  the  rental  revenue  and  direct  operating
  expenses described in Note 2 of the Southtrust Bank Building  for
  the  year  ended December 31, 1997, in conformity with  generally
  accepted accounting principles.
  
  We have compiled the accompanying statement of rental revenue and
  direct operating expenses of the Southtrust Bank Building for the
  three  months  ended  March  31,  1998  in  accordance  with  the
  Statement on Standards for Accounting and Review Services  issued
  by  the  American  Institute of Certified Public  Accountants.  A
  compilation  is limited to presenting in the form of a  financial
  statement  information that is the representation of  management.
  We  have  not audited or reviewed the statement of rental revenue
  and direct operating expenses of the Southtrust Bank Building for
  the  three months ended March 31, 1998 and, accordingly,  do  not
  express  an  opinion  or  any other  form  of  assurance  on  the
  statement.
  
  Jackson, Mississippi                       /s/ Ernst & Young LLP
  March 19, 1999
  Southtrust Bank Building
  
                     Statement of Rental Revenue
                    and Direct Operating Expenses
  
                                 Year Ended       Three MonthsEnded
                              December 31, 1997     March 31, 1998
                             ------------------   ------------------
                                                      (unaudited)
  
  Rental revenue:
   Minimum rents ............... $2,545,811         $  643,702
   Reimbursed charges and
     other income...............    205,639             62,241
                                 ----------         ----------
                                  2,751,450            705,943
  
  Direct operating expenses
   (Note 2):
    Utilities...................    315,466             85,966
    Real estate taxes...........    227,396             56,750
    Maintenance services
      and supplies..............    104,239             26,275
    Janitorial services
      and supplies..............     33,163             35,246
    Management fees (Note 3)....     79,828             22,100
    Salary and wages............    244,957             52,784
    Administrative and
      miscellaneous expenses....    199,662             24,140
                                 ----------         ----------
                                  1,204,711            303,261
                                 ----------         ----------
  Excess of rental revenue over
    direct operating expenses... $1,546,739         $  402,682
                                 ==========         ==========
  
                         See accompanying notes.
  Southtrust Bank Building
                                  
                Notes to Statement of Rental Revenue
                    and Direct Operating Expenses
  
                          December 31, 1997
  
  1.  Organization and Significant Accounting Policies
  
      Description of Property
  
       On  March 31, 1998, Parkway Properties, Inc. (the "Company")
  purchased the Southtrust Bank Building (the "Building") in Tampa,
  Florida  from an unrelated party.  This seventeen-story  building
  contains a total of approximately 196,000 (unaudited) square feet
  of rentable area.
  
       The  Building's  1998 unaudited rental revenues  and  direct
  operating   expenses  have  been  included  in  the  accompanying
  financial statement for the period prior to being acquired by the
  Company.
  
      Rental Revenue
  
       Minimum rents from leases are accounted for ratably over the
  term  of  each  lease.  Tenant reimbursements are  recognized  as
  revenue  as  the  applicable services are  rendered  or  expenses
  incurred.
  
      The future minimum rents on noncancelable operating leases at
  December 31, 1997 are as follows:
  
                          Year            Amount
                     --------------------------------
                         1998         $ 2,681,000
                         1999           2,567,000
                         2000           2,482,000
                         2001           2,373,000
                         2002           1,890,000
                       Thereafter       2,428,000
                                      -----------
                                      $14,421,000
                                      ===========
  
       The  above amounts do not include tenant reimbursements  for
  utilities, taxes, insurance and common area maintenance.
  
  2.  Basis of Accounting
  
       The  accompanying  statement of rental  revenue  and  direct
  operating  expenses  is  presented on  the  accrual  basis.   The
  statement  has  been prepared in accordance with  the  applicable
  rules  and  regulations of the Securities and Exchange Commission
  for  real estate properties acquired.  Accordingly, the statement
  excludes  certain expenses not comparable to the proposed  future
  operations  of  the  Building such as depreciation  and  mortgage
  interest  expense.   Management is  not  aware  of  any  material
  factors  relating to the Building that would cause  the  reported
  financial information not to be necessarily indicative of  future
  operating results.
  3.  Management Fees
  
      Management fees of approximately 3% of revenues received from
  the  operations  of  the  Building  were  paid  to  an  unrelated
  management company.
  Report of Independent Auditors
  
  The Board of Directors
  Parkway Properties, Inc.
  
  We  have audited the accompanying statement of rental revenue and
  direct operating expenses of River Oaks Plaza for the year  ended
  December  31,  1997.  This  statement is  the  responsibility  of
  management.  Our responsibility is to express an opinion on  this
  statement based on our audit.
  
  We  conducted  our  audit in accordance with  generally  accepted
  auditing  standards.  Those standards require that  we  plan  and
  perform  the  audit to obtain reasonable assurance about  whether
  the statement of rental revenue and direct operating expenses  is
  free of material misstatement.  An audit includes examining, on a
  test  basis,  evidence supporting the amounts and disclosures  in
  the  statement.  An audit also includes assessing the  accounting
  principles used and significant estimates made by management,  as
  well  as  evaluating  the  overall  statement  presentation.   We
  believe  that  our  audit  provides a reasonable  basis  for  our
  opinion.
  
  The  accompanying  statement  was prepared  for  the  purpose  of
  complying  with  the rules and regulations of the Securities  and
  Exchange  Commission  for  inclusion  in  Form  8-K  of   Parkway
  Properties, Inc., as described in Note 2, and is not intended  to
  be  a  complete  presentation of River Oaks Plaza's  revenue  and
  expenses.
  
  In  our  opinion,  the  statement of rental  revenue  and  direct
  operating  expenses  referred to above presents  fairly,  in  all
  material  respects,  the  rental  revenue  and  direct  operating
  expenses  described in Note 2 of River Oaks Plaza  for  the  year
  ended  December  31, 1997, in conformity with generally  accepted
  accounting principles.
  
  We have compiled the accompanying statement of rental revenue and
  direct operating expenses of River Oaks Plaza for the four months
  ended  April  30,  1998  in  accordance  with  the  Statement  on
  Standards  for  Accounting  and Review  Services  issued  by  the
  American Institute of Certified Public Accountants. A compilation
  is  limited  to  presenting in the form of a financial  statement
  information  that is the representation of management.   We  have
  not  audited  or  reviewed the statement of  rental  revenue  and
  direct operating expenses of River Oaks Plaza for the four months
  ended  April 30, 1998 and, accordingly, do not express an opinion
  or any other form of assurance on the statement.
  
  Jackson, Mississippi                       /s/ Ernst & Young LLP
  March 18, 1999
  River Oaks Plaza
  
                     Statement of Rental Revenue
                    and Direct Operating Expenses
  
                                 Year Ended       Four Months Ended
                              December 31, 1997     April 30, 1998
                              -----------------   -----------------
                                                      (unaudited)
  
  Rental revenue:
   Minimum rents ...............   $956,669           $313,712
   Reimbursed charges and
     other income...............     18,281             18,423
                                   --------           --------
                                    974,950            332,135
                                   --------           --------
  
  Direct operating expenses
   (Note 2):
    Utilities...................    136,847             50,683
    Real estate taxes...........     41,071             13,692
    Maintenance services
      and supplies..............     33,970             20,069
    Janitorial services
      and supplies..............     53,922             17,841
    Management fees (Note 3)....     40,817             12,988
    Administrative and
      miscellaneous expenses....     44,077             14,628
                                   --------           --------
                                    350,634            129,901
                                   --------           --------
  Excess of rental revenue over
    direct operating expenses...   $624,316           $202,234
                                   ========           ========
  
                         See accompanying notes.
  River Oaks Plaza
  
                  Notes to Statement of Rental Revenue
                     and Direct Operating Expenses
  
                           December 31, 1997
  
  1.   Organization and Significant Accounting Policies
  
  Description of Property
  
        On  May  1,  1998, Parkway Properties, Inc. (the "Company")
  purchased   River  Oaks  Plaza  (the  "Building")   in   Jackson,
  Mississippi, from an unrelated party.  The Building  consists  of
  two  garden-style, two-story buildings which contain approximately
  73,000 (unaudited) square feet of rentable area.
  
        The  Building's 1998 unaudited rental revenues  and  direct
  operating   expenses  have  been  included  in  the  accompanying
  financial statement for the period prior to being acquired by the
  Company.
  
  Rental Revenue
  
       Minimum rents from leases are accounted for ratably over the
  term  of  each  lease.  Tenant reimbursements are  recognized  as
  revenue  as  the  applicable services are  rendered  or  expenses
  incurred.
  
      The future minimum rents on noncancelable operating leases at
  December 31, 1997 are as follows:
  
                          Year            Amount
                     --------------------------------
                          1998          $  875,000
                          1999             605,000
                          2000             468,000
                          2001             361,000
                          2002             329,000
                       Thereafter          473,000
                                        ----------
                                        $3,111,000
                                        ==========
  
       The  above amounts do not include tenant reimbursements  for
  utilities, taxes, insurance and common area maintenance.
  
       Two  tenants, whose leases expire May 1999 and December 1999
  and  two tenants whose leases expired during 1998, accounted  for
  approximately 78% of the Building's 1997 rental revenue.
  
  2.  Basis of Accounting
  
       The  accompanying  statement of rental  revenue  and  direct
  operating  expenses  is  presented on  the  accrual  basis.   The
  statement  has  been prepared in accordance with  the  applicable
  rules  and  regulations of the Securities and Exchange Commission
  for  real estate properties acquired.  Accordingly, the statement
  excludes  certain expenses not comparable to the proposed  future
  operations  of  the  Building such as depreciation  and  mortgage
  interest  expense.   Management is  not  aware  of  any  material
  factors  relating to the Building that would cause  the  reported
  financial information not to be necessarily indicative of  future
  operating results.
  3.  Management Fees
  
      Management fees of approximately 4% of revenues received from
  the  operations of the Building were paid to a subsidiary of  the
  Company.
  Report of Independent Auditors
  
  The Board of Directors
  Parkway Properties, Inc.
  
  We  have audited the accompanying statement of rental revenue and
  direct  operating expenses of 111 East Capitol Building  for  the
  year   ended   December   31,  1997.  This   statement   is   the
  responsibility of management.  Our responsibility is  to  express
  an opinion on this statement based on our audit.
  
  We  conducted  our  audit in accordance with  generally  accepted
  auditing  standards.  Those standards require that  we  plan  and
  perform  the  audit to obtain reasonable assurance about  whether
  the statement of rental revenue and direct operating expenses  is
  free of material misstatement.  An audit includes examining, on a
  test  basis,  evidence supporting the amounts and disclosures  in
  the  statement.  An audit also includes assessing the  accounting
  principles used and significant estimates made by management,  as
  well  as  evaluating  the  overall  statement  presentation.   We
  believe  that  our  audit  provides a reasonable  basis  for  our
  opinion.
  
  The  accompanying  statement  was prepared  for  the  purpose  of
  complying  with  the rules and regulations of the Securities  and
  Exchange  Commission  for  inclusion  in  Form  8-K  of   Parkway
  Properties, Inc., as described in Note 2, and is not intended  to
  be  a  complete  presentation  of  111  East  Capitol  Building's
  revenues and expenses.
  
  In  our  opinion,  the  statement of rental  revenue  and  direct
  operating  expenses  referred to above presents  fairly,  in  all
  material  respects,  the  rental  revenue  and  direct  operating
  expenses  described in Note 2 of 111 East Capitol  for  the  year
  ended  December  31, 1997, in conformity with generally  accepted
  accounting principles.
  
  We have compiled the accompanying statement of rental revenue and
  direct  operating expenses of 111 East Capitol for the six months
  ended June 30, 1998 in accordance with the Statement on Standards
  for  Accounting  and  Review  Services  issued  by  the  American
  Institute  of  Certified  Public Accountants.  A  compilation  is
  limited  to  presenting  in  the form of  a  financial  statement
  information  that is the representation of management.   We  have
  not  audited  or  reviewed the statement of  rental  revenue  and
  direct  operating expenses of 111 East Capitol Building  for  the
  six  months ended June 30, 1998 and, accordingly, do not  express
  an opinion or any other form of assurance on the statement.
  
  Jackson, Mississippi                       /s/ Ernst & Young LLP
  March 19, 1999
  111 East Capitol Building
                                  
                     Statement of Rental Revenue
                    and Direct Operating Expenses
  
                                 Year Ended       Six Months Ended
                              December 31, 1997     June 30, 1998
                              -----------------   ----------------
                                                      (unaudited)
  
  Rental revenue:
   Minimum rents ...............  $2,037,243        $1,046,334
   Reimbursed charges and
     other income...............     409,668           103,108
                                  ----------        ----------
                                   2,446,911         1,149,442
                                  ----------        ----------
  
  Direct operating expenses
   (Note 2):
    Utilities...................    296,599            111,818
    Real estate taxes...........    308,513            154,257
    Maintenance services
      and supplies..............    132,397             75,615
    Janitorial services
      and supplies..............     92,488             53,095
    Management fees (Note 3)....     94,763             45,547
    Administrative and
      miscellaneous expenses....    206,706             95,278
                                 ----------         ----------
                                  1,131,466            535,610
                                 ----------         ----------
  Excess of rental revenue over
    direct operating expenses... $1,315,445         $  613,832
                                 ==========         ==========
  
                         See accompanying notes.
  111 East Capitol Building
  
                  Notes to Statement of Rental Revenue
                     and Direct Operating Expenses
  
                           December 31, 1997
  
  1.   Organization and Significant Accounting Policies
  
       Description of Property
  
       On  July  1, 1998, Parkway Properties, Inc. (the  "Company")
  purchased 111 East Capitol Building (the "Building") in  Jackson,
  Mississippi  from  an  unrelated party.  The five-story  building
  contains  approximately  172,000  (unaudited)  square   feet   of
  rentable area.
  
      The  Building's  1998 unaudited rental revenues  and  direct
  operating   expenses  have  been  included  in  the  accompanying
  financial  statement for the period prior to be acquired  by  the
  Company.
  
      Rental Revenue
  
      Minimum rents from leases are accounted for ratably over the
  term  of  each  lease.  Tenant reimbursements are  recognized  as
  revenue  as  the  applicable services are  rendered  or  expenses
  incurred.
  
      The future minimum rents on noncancelable operating leases at
  December 31, 1997 are as follows:
  
                          Year            Amount
                     --------------------------------
                          1998        $2,049,000
                          1999         1,060,000
                          2000           786,000
                          2001           770,000
                          2002           702,000
                       Thereafter        922,000
                                      ----------
                                      $6,289,000
                                      ==========
  
        The  above amounts do not include tenant reimbursements  for
  utilities, taxes, insurance and common area maintenance.
  
        Three tenants, whose leases expired or will expire September
  1998, June 1999 and January 2002, accounted for approximately 49%
  of the Building's 1997 rental revenue.
  
  2.   Basis of Accounting
  
       The  accompanying  statement of rental  revenue  and  direct
  operating  expenses  is  presented on  the  accrual  basis.   The
  statement  has  been prepared in accordance with  the  applicable
  rules  and  regulations of the Securities and Exchange Commission
  for  real estate properties acquired.  Accordingly, the statement
  excludes  certain expenses not comparable to the proposed  future
  operations  of  the  Building such as depreciation  and  mortgage
  interest  expense.   Management is  not  aware  of  any  material
  factors  relating to the Building that would cause  the  reported
  financial  information not be necessarily  indicative  of  future
  operating results.
  
  3.  Management Fees
  
      Management fees of approximately 4% of revenues received from
  the  operations  of  the  Building  were  paid  to  an  unrelated
  management company.
  Report of Independent Auditors
  
  The Board of Directors
  Parkway Properties, Inc.
  
  We  have audited the accompanying statement of rental revenue and
  direct operating expenses of The Winchester Building for the year
  ended December 31, 1997. This statement is the responsibility  of
  management.  Our responsibility is to express an opinion on  this
  statement based on our audit.
  
  We  conducted  our  audit in accordance with  generally  accepted
  auditing  standards.  Those standards require that  we  plan  and
  perform  the  audit to obtain reasonable assurance about  whether
  the statement of rental revenue and direct operating expenses  is
  free of material misstatement.  An audit includes examining, on a
  test  basis,  evidence supporting the amounts and disclosures  in
  the  statement.  An audit also includes assessing the  accounting
  principles used and significant estimates made by management,  as
  well  as  evaluating  the  overall  statement  presentation.   We
  believe  that  our  audit  provides a reasonable  basis  for  our
  opinion.
  
  The  accompanying  statement  was prepared  for  the  purpose  of
  complying  with  the rules and regulations of the Securities  and
  Exchange  Commission  for  inclusion  in  Form  8-K  of   Parkway
  Properties, Inc., as described in Note 2, and is not intended  to
  be  a complete presentation of The Winchester Building's revenues
  and expenses.
  
  In  our  opinion,  the  statement of rental  revenue  and  direct
  operating  expenses  referred to above presents  fairly,  in  all
  material  respects,  the  rental  revenue  and  direct  operating
  expenses described in Note 2 of The Winchester Building  for  the
  year  ended  December  31,  1997, in  conformity  with  generally
  accepted accounting principles.
  
  We have compiled the accompanying statement of rental revenue and
  direct operating expenses of The Winchester Building for the nine
  months  ended September 30, 1998 in accordance with the Statement
  on  Standards  for Accounting and Review Services issued  by  the
  American Institute of Certified Public Accountants. A compilation
  is  limited  to  presenting in the form of a financial  statement
  information  that is the representation of management.   We  have
  not  audited  or  reviewed the statement of  rental  revenue  and
  direct operating expenses of The Winchester Building for the nine
  months  ended September 30, 1998 and, accordingly, do not express
  an opinion or any other form of assurance on the statement.
  
  Jackson, Mississippi                       /s/ Ernst & Young LLP
  March 17, 1999
  The Winchester Building
                                  
                     Statement of Rental Revenue
                    and Direct Operating Expenses
  
                                 Year Ended       Nine Months Ended
                              December 31, 1997   September 30,1998
                              -----------------   ------------------
                                                      (unaudited)
  
  Rental revenue:
   Minimum rents ...............  $1,499,991        $1,208,853
   Reimbursed charges and
     other income...............     141,120           156,039
                                  ----------        ----------
                                   1,641,111         1,364,892
                                  ----------        ----------
  
  Direct operating expenses
   (Note 2):
    Utilities...................    195,500            156,841
    Real estate taxes...........     93,715             74,253
    Maintenance services
      and supplies..............     99,914             73,615
    Janitorial services
      and supplies..............     86,207             70,697
    Management fees (Note 3)....     39,216             35,926
    Wages.......................     37,162             28,973
    Administrative and
      miscellaneous expenses....     25,586             19,965
                                 ----------         ----------
                                    577,300            460,270
                                 ----------         ----------
  Excess of rental revenue over
    direct operating expenses... $1,063,811         $  904,622
                                 ==========         ==========
  
                       See accompanying notes.
  The Winchester Building
  
                  Notes to Statement of Rental Revenue
                     and Direct Operating Expenses
  
                           December 31, 1997
  
  1.   Organization and Significant Accounting Policies
  
       Description of Property
  
       On  December  18,  1998,  Parkway  Properties,  Inc.  (the
  "Company") purchased The Winchester Building (the "Building")  in
  Richmond,  Virginia,  from an unrelated party.   The  three-story
  building  contains approximately 128,000 (unaudited) square  feet
  of rentable area,
  
       Rental Revenue
  
       Minimum rents from leases are accounted for ratably over the
  term  of  each  lease.  Tenant reimbursements are  recognized  as
  revenue  as  the  applicable services are  rendered  or  expenses
  incurred.
  
       The  future minimum rents on noncancelable operating leases
  at December 31, 1997 are as follows:
  
                          Year            Amount
                     --------------------------------
                         1998         $1,612,000
                         1999          1,410,000
                         2000            999,000
                         2001            589,000
                         2002            430,000
                      Thereafter         142,000
                                      ----------
                                      $5,182,000
                                      ==========
  
       The above amounts do not include tenant reimbursements  for
  utilities, taxes, insurance and common area maintenance.
  
  2.   Basis of Accounting
  
       The  accompanying  statement of rental revenue  and  direct
  operating  expenses  is  presented on  the  accrual  basis.   The
  statement  has  been prepared in accordance with  the  applicable
  rules  and  regulations of the Securities and Exchange Commission
  for  real estate properties acquired.  Accordingly, the statement
  excludes  certain expenses not comparable to the proposed  future
  operations  of  the  Building such as depreciation  and  mortgage
  interest  expense.   Management is  not  aware  of  any  material
  factors  relating to the Building that would cause  the  reported
  financial  information not be necessarily  indicative  of  future
  operating results.
  
  3.   Management Fees
  
       Management fees of approximately 2.5% of revenues  received
  from  the  operations of the Building were paid to  an  unrelated
  management company.
  PARKWAY PROPERTIES, INC.
  
             Pro Forma Consolidated Financial Statements
                             (Unaudited)
  
       The following unaudited pro forma consolidated balance sheet
  as of September 30, 1998 and pro forma consolidated statements of
  income of Parkway Properties, Inc. ("Parkway") for the year ended
  December  31, 1997 and the nine months ended September  30,  1998
  give  effect to the recent purchases of Parkway listed below  for
  the   periods  stated.   The  pro  forma  consolidated  financial
  statements have been prepared by management of Parkway based upon
  the   historical   financial  statements  of  Parkway   and   the
  adjustments and assumptions in the accompanying notes to the  pro
  forma consolidated financial statements.
  
       The  pro  forma consolidated balance sheet sets  forth  the
  effect of Parkway's purchase of the Winchester Building, as if it
  had been consummated on September 30, 1998.
  
       The  pro forma consolidated statements of income sets forth
  the  effects of Parkway's purchases of the buildings listed below
  as if they had been consummated on January 1, 1997.
  
       
       BUILDING                            DATE OF PURCHASE
       
       Winchester Building                     12/18/98
       111 East Capitol Building               07/01/98
       River Oaks Plaza                        05/01/98
       Southtrust Bank Building                03/31/98
       Brookdale Portfolio                     02/25/98
       Schlumberger Building                   01/21/98
       Greenbrier Towers                       11/25/97
       Raytheon Building                       11/17/97
       First Little Rock Plaza                 11/07/97
       Hightower Centre                        10/01/97
       Morgan Keegan Tower                     09/30/97
       First Tennessee Plaza                   09/18/97
       Fairway Plaza                           08/12/97
       NationsBank Tower                       07/31/97
       Lakewood II                             07/10/97
       Sugar Grove                             05/01/97
       Vestavia Centre                         04/04/97
       Meridian                                03/31/97
       Charlotte Park Executive Center         03/18/97
       Courtyard at Arapaho                    03/06/97
       Ashford II                              01/28/97
       Forum II & III                          01/07/97
  
        In  addition to the purchases listed above, the  pro  forma
  consolidated  statement of income sets forth the  effect  of  the
  sale  of  1,750,000 shares of Common Stock on January  22,  1997,
  262,500 shares of Common Stock on February 19, 1997, 3,000,000
  shares of
  Common  Stock  on  September 24, 1997, 450,000 shares  of  Common
  Stock  on  October  6,  1997,  451,128  shares of Common Stock on 
  February 3, 1998, 855,900 shares of Common Stock on March 11, 1998,
  2,400,000 shares of 8.75% Series A Cumulative Redeemable Preferred
  Stock on April  28,  1998 and  250,000  shares  of 8.75% Series A  
  Cumulative  Redeemable   Preferred   Stock  on  May  6,  1998  as  
  if these transactions had occurred January 1, 1997.
  
       These pro forma consolidated financial statements may not be
  indicative  of the results that actually would have  occurred  if
  the  purchases, sales and/or financings had been in effect on the
  dates indicated or which may be obtained in the future.  The  pro
  forma  consolidated  financial  statements  should  be  read   in
  conjunction with the consolidated financial statements and  notes
  of  Parkway  included in its annual report on Form 10-K  for  the
  year ended December 31, 1997.
  PARKWAY PROPERTIES, INC. AND SUBSIDIARIES
                PRO FORMA CONSOLIDATED BALANCE SHEET
                         September 30, 1998
  
                                 Parkway    Pro Forma    Parkway
                                Historical  Adjustments Pro Forma
                                ----------  ----------- ---------
                                          (In thousands)
  Assets                                       (1-5)
  Real estate related investments:
    Office buildings.............$565,383    $ 11,680    $577,063
    Land held for development....   1,721           -       1,721
    Accumulated depreciation.....(23,499)           -    (23,499)
                                 --------    --------    --------
                                  543,605      11,680     555,285
  
    Land held for sale...........   3,903           -       3,903
    Mortgage loans...............     896           -         896
    Real estate partnership......     333           -         333
                                 --------    --------    --------
                                  548,737      11,680     560,417
  Interest, rents receivable
    and other assets.............  14,459           -      14,459
  Cash and cash equivalents......     809       (809)           -
                                 --------    --------    --------
                                 $564,005      10,871     574,876
                                 ========    ========    ========
  Liabilities
  Notes payable to banks..........$ 14,025   $ 10,871    $ 24,896
  Mortgage notes payable
    without recourse..............203,986           -     203,986
  Accounts payable and other
    liabilities................... 18,451           -      18,451
                                 --------    --------    --------
                                  236,462      10,871     247,333
                                 --------    --------    --------
  Stockholders' Equity
  8.75% Series A Preferred stock,
    $.001 par value, 2,750,000
    shares authorized and
    2,650,000 shares issued and
    outstanding................... 66,250           -      66,250
  Common stock, $.001 par value,
    70,000,000 shares authorized,
    10,106,710 shares issued and
    outstanding ..................     10           -          10
  Additional paid-in capital......223,885           -     223,885
  Retained earnings............... 37,398           -      37,398
                                 --------    --------    --------
                                  327,543           -     327,543
                                 --------    --------    --------
                                 $564,005    $ 10,871    $574,876
                                 ========    ========    ========
  
                       See accompanying notes.
  PARKWAY PROPERTIES, INC. AND SUBSIDIARIES
               PRO FORMA CONSOLIDATED STATEMENT OF INCOME
                  FOR THE YEAR ENDED DECEMBER 31, 1997
                (In thousands, except per share data)
                                  
                                 Parkway    Pro Forma     Parkway
                              Historical   Adjustments  Pro Forma
                              ----------   -----------  ---------
                             (Unaudited)      (1-6)
  Revenues
  Income from office properties..$45,799    $43,808(a)  $89,607
  Income from other real estate
    properties....................   722          -         722
  Interest on mortgage loans......    63          -          63
  Management company income.......   539          -         539
  Interest on investments.........   373          -         373
  Dividend income.................   388          -         388
  Deferred gains and other income.   203          -         203
                                 -------    -------     -------
                                  48,087     43,808      91,895
                                 -------    -------     -------
  Expenses
  Office properties
    Operating expense.............19,697     18,938(a)   38,635
    Interest expense:
      Contractual................. 5,486      3,266(c)    8,752
      Amortization................    95          -          95
    Depreciation and amortization. 6,033      6,656(a)   12,689
    Minority interest.............    59          -          59
  Other real estate properties
    Operating expense.............   462          -         462
  Interest expense on bank notes:
    Contractual...................   810       (810)(d)       -
    Amortization..................   187          -         187
  Management company expense......   362          -         362
  General and administrative...... 3,312          -       3,312
                                 -------    -------     -------
                                  36,503     28,050      64,553
                                 -------    -------     -------
  Income before gains and
    minority interest.............11,584     15,758      27,342
  
  Gain on real estate held for
    sale and mortgage loans....... 2,907          -       2,907
                                 -------    -------     -------
  Net income......................14,491     15,758      30,249
  
  Dividends on preferred stock....     -      5,797       5,797
                                 -------    -------     -------
  Net income available to common
    stockholders.................$14,491    $ 9,961     $24,452
                                 =======    =======     =======
  Net income per common share:
    Basic........................$  2.05                $  2.42(3)
                                 =======                =======
    Diluted......................$  2.01                $  2.39(3)
                                 =======                =======
  Weighted average shares
    outstanding
    Basic......................... 7,078                 10,107(3)
                                 =======                =======
    Diluted....................... 7,214                 10,246(3)
                                 =======                =======
  
                        See accompanying notes.
  PARKWAY PROPERTIES, INC. AND SUBSIDIARIES
               PRO FORMA CONSOLIDATED STATEMENT OF INCOME
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998
                               (Unaudited)
  
                                  Parkway    Pro Forma    Parkway
                                Historical  Adjustments  Pro Forma
                                ---------- -------------- ---------
                               (In thousands, except per share data)
                                              (1-6)
  Revenues
  Income from office properties...$69,464  $ 5,591(b)    $75,055
  Interest on mortgage loans......    97         -            97
  Management company income.......   391         -           391
  Interest on investments.........   113         -           113
  Dividend income.................    44         -            44
  Deferred gains and other income.   183         -           183
                                 -------   -------       -------
                                  70,292     5,591        75,883
                                 -------   -------       -------
  Expenses
  Office properties
    Operating expense.............29,249     2,387(b)     31,636
    Interest expense:
      Contractual................. 7,767       209(c)      7,976
      Amortization of loan cost...    89         -            89
    Depreciation and amortization.10,205     1,031(b)     11,236
  Other real estate properties
    Operating expense.............    84         -            84
  Interest expense on bank notes:
    Contractual................... 3,153        (5)(d)     3,148
    Amortization of loan costs....   785         -           785
  Management company expense......   299         -           299
  General and administrative...... 2,579         -         2,579
                                 -------   -------       -------
                                  54,210     3,622        57,832
                                 -------   -------       -------
  Income before gains and
    minority interest.............16,082     1,969        18,051
  
  Gain on real estate held for
    sale and mortgage loans....... 4,886         -         4,886
  Minority interest - unit holders   (1)         -            (1)
                                 -------   -------       -------
  Net income......................20,967     1,969        22,936
  
  Dividends on preferred stock.... 2,464     1,884         4,348
                                 -------   -------       -------
  Net income available to common
    stockholders..................$18,503  $    85       $18,588
                                 =======   =======       =======
  Net income per common share
    Basic........................$  1.74                 $  1.84(3)
                                 =======                 =======
    Diluted......................$  1.72                 $  1.81(3)
                                 =======                 =======
  Weighted average shares
    outstanding
    Basic.........................10,619                  10,107(3)
                                 =======                 =======
    Diluted.......................10,758                  10,246(3)
                                 =======                 =======
  
                        See accompanying notes.
  PARKWAY PROPERTIES, INC.
  
         Notes to Pro Forma Consolidated Financial Statements
                           (Unaudited)
  
  1.   On March 31, 1998, the Company purchased the Southtrust Bank
       Building  in  St.  Petersburg, Florida for $17,440,000.  The
       Southtrust  Bank  Building  is  a  seventeen-story   196,000
       rentable  square foot office building overlooking Tampa  Bay
       in  downtown  St. Petersburg.  The building has an  attached
       parking garage accommodating 192 spaces.
  
  2.   On May 1, 1998, the Company purchased the 73,000 square foot
       River Oaks Office Plaza in Jackson, Mississippi for $4,400,000.
       The project consists of two garden-style, two-story buildings
       constructed in 1981 and includes 326 surface parking spaces.
       River Oaks Office Plaza is located in the Lakeland Drive sub-
       market of Jackson.
  
  3.   On  July 1, 1998, the Company purchased a partnership owning
       the 172,000 square foot 111 East Capitol Building in Jackson,
       Mississippi for $11,350,000 including 1,318 operating partnership
       units of Parkway Properties LP and the assumption of a $5,647,000
       mortgage note payable.  This acquisition has been accounted for
       using the purchase method of accounting. The total purchase price
       has been allocated on the basis of fair values of the assets
       acquired and liabilities assumed. The mortgage note payable,
       which has a stated rate of 8% has been recorded at $5,962,000 to
       reflect  it  at  fair value based on the  Company's  current
       incremental borrowing rate of 7%. The building was constructed in
       1983 and includes an attached 200-space two-level parking garage.
       The 111 East Capitol Building is located in the Central Business
       District of Jackson.
  
  4.   On  July  1,  the  Company  sold  the  four-building  Dallas
       Portfolio for $53,250,000. The Company recorded a  gain  for
       financial purposes of $3,292,000 on the sale.
  
  5.   On  December 18, 1998, the Company purchased the  Winchester
       Building in Richmond, Virginia for $11,680,000.  The three-story,
       128,000 square foot office building was constructed in 1987 and
       is currently 88% leased.
  6.   The  pro  forma  adjustments to the historical  Consolidated
       Statement of Income for the year ended December 31, 1997 and
       the  nine  months  ended September 30, 1998  set  forth  the
       effects of Parkway's purchases of the following buildings as
       if they had been consummated on January 1, 1997.
  
            BUILDING                            DATE OF PURCHASE
       
            Winchester Building                     12/18/98
            111 East Capitol Building               07/01/98
            River Oaks Plaza                        05/01/98
            Southtrust Bank Building                03/31/98
            Brookdale Portfolio                     02/25/98
            Schlumberger Building                   01/21/98
            Greenbrier Towers                       11/25/97
            Raytheon Building                       11/17/97
            First Little Rock Plaza                 11/07/97
            Hightower Centre                        10/01/97
            Morgan Keegan Tower                     09/30/97
            First Tennessee Plaza                   09/18/97
            Fairway Plaza                           08/12/97
            NationsBank Tower                       07/31/97
            Lakewood II                             07/10/97
            Sugar Grove                             05/01/97
            Vestavia Centre                         04/04/97
            Meridian                                03/31/97
            Charlotte Park Executive Center         03/18/97
            Courtyard at Arapaho                    03/06/97
            Ashford II                              01/28/97
            Forum II & III                          01/07/97
  (a)  The  pro forma adjustments to the Consolidated Statement  of
       Income  are  detailed below by property for the  year  ended
       December 31, 1997.
  
                           Revenue               Expenses
                         --------------------------------------
                               Income From Real Estate Owned
                         Real Estate     Operating    Depreciation
                         Properties       Expense       Expense*
                         -----------   ------------   ------------
  Purchases:
    Charlotte Park     $    505,000    $   208,000    $    69,000
    Ashford II               54,000         37,000          4,000
    Courtyard at
      Arapaho               366,000        164,000         58,000
    Meridian                354,000        123,000         59,000
    Vestavia                240,000         91,000         26,000
    Sugar Grove             309,000        165,000         43,000
    Lakewood II             977,000        447,000        129,000
    NationsBank Tower     2,392,000      1,003,000        271,000
    Fairway Plaza           859,000        379,000         94,000
    First Tennessee
      Plaza               4,253,000      2,080,000        477,000
    Morgan Keegan
      Tower               3,327,000      1,665,000        618,000
    Hightower Centre        833,000        333,000        113,000
    Raytheon Building     2,417,000      1,072,000        315,000
    First Little Rock     1,298,000        517,000        191,000
    Greenbrier Towers     1,913,000        835,000        330,000
    Schlumberger          2,260,000        817,000        275,000
    Brookdale Portfolio  20,543,000      9,108,000      3,668,000
    Southtrust Bank Bldg. 2,751,000      1,205,000       392,000
    River Oaks Plaza        975,000        351,000         99,000
    111 East Capitol      2,447,000      1,131,000        255,000
    Sale of Dallas
      Portfolio         (6,906,000)    (3,370,000)    (1,093,000)
    Winchester            1,641,000        577,000        263,000
  
                        -----------    -----------    -----------
                        $43,808,000    $18,938,000    $ 6,656,000
                        ===========    ===========    ===========
  
       *Depreciation is provided by the straight-line  method  over
       the estimated useful lives of the buildings (40 years).
  (b)  The  pro forma adjustments to the Consolidated Statement  of
       Income  are  detailed below by property for the nine  months
       ended September 30, 1998.
                      
                            Revenue              Expense
                         ----------------------------------------
                             Income From Real Estate Owned
                         Real Estate     Operating Depreciation
                         Properties      Expense       Expense*
                         -----------   ------------  ------------
  Purchases:
  Schlumberger           $   125,000   $     45,000  $     15,000
  Brookdale Portfolio      3,139,000      1,392,000       560,000
  Southtrust Bank Building   706,000        303,000        98,000
  River Oaks Plaza           332,000        130,000        33,000
  111 East Capitol         1,149,000        536,000       128,000
  Sale of Dallas Portfolio(1,225,000)      (479,000)            -
  Winchester               1,365,000        460,000       197,000
                         -----------    -----------   ------------
                         $ 5,591,000      2,387,000   $  1,031,000
                         ===========   ============   ============
  
       *Depreciation is provided by the straight-line  method  over
       the estimated useful lives of the buildings (40 years).
  
  (c)  Pro forma interest expense on real estate owned reflects the
       non-recourse  debt placed on certain buildings  acquired  in
       1997  and 1998 and debt assumed upon purchase at the  actual
       amounts and rates by property as if in place January 1, 1997
       and is detailed below.
  
            Property/Placement             Year Ended
                 Date/Rate        Debt       12/31/97
            ------------------ ----------- ----------
            Lakewood II*
              7/97 8.08%       $ 6,910,000  $ 294,000
       
            BB&T
              11/97 7.3%        15,000,000    958,000
       
            Raytheon Building*
              11/97 8.125%       7,958,000    566,000
       
            First Tennessee
              Plaza
              12/97 7.17%       15,000,000  1,031,000
       
            111 East Capitol*
              7/98 7%            5,962,000    417,000
                                           ----------
                                           $3,266,000
                                           ==========
            *Assumed in purchase.
  (d)  The  pro  forma  effect of the building purchases,  the
            placement of non-recourse debt, the sales of Common Stock
            and the sale of the Dallas portfolio on interest expense 
            on notes payable to banks was $819,000 for the year ended 
            December 31, 1997 and $614,000 for the nine months ended 
            September 30, 1998.
       
  7.   The  pro forma basic and diluted earnings per share for  the
       year  ended December 31, 1997 reflect the sale of  1,750,000
       shares  of Common Stock on January 22, 1997, 262,500  shares
       of  Common  Stock on February 19, 1997, 3,000,000 shares  of
       Common Stock on September 24, 1997, 450,000 shares of Common
       Stock on October 6, 1997, 451,128 shares of Common Stock  on
       February  23, 1998, 855,900 shares of Common Stock on  March
       11,  1998 and the purchase of 992,681 shares of Common Stock
       in the third quarter of 1998.
  
  8.   No   income  tax  expenses  were  provided  because  of  the
       Company's net operating loss carryover and status as a REIT.
  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:  March 24, 1999               PARKWAY PROPERTIES, INC.
  
                                      BY:  /s/Sarah P. Clark
                                           Sarah P. Clark
                                           Senior Vice President,
                                           Chief Financial Officer,
                                           Treasurer and Secretary