content: SECURITIES AND EXCHANGE COMMISSION
  
                               WASHINGTON, DC  20549
  
                         ----------------------------------
  
                                      FORM 8-K
  
  
                                   CURRENT REPORT
  
  
                           Pursuant to Section 13 or 15(d)
                                       of the
                           Securities Exchange Act of 1934
  
  
  Date of Report (Date of earliest event reported):  May 31, 1996
                                                    -----------------
  
  
                                 THE PARKWAY COMPANY
  - -------------------------------------------------------------------
       (Exact name of Registrant as specified in its charter)
  
  
  
  Texas                       0-12505                      74-2123597 
  - -------------------------------------------------------------------
  (State or other     (Commission File Number)          (IRS Employer
  jurisdiction of                                      Identification
  incorporation)                                           Number)   
  
  
  300 One Jackson Place, 188 E. Capitol St., Jackson, MS  39201
  - -------------------------------------------------------------------
  (Address of principal executive offices)               (Zip Code)
  
  
  Registrant's telephone number, including area code (601) 948-4091
                                                     ---------------
  
  
  - ------------------------------------------------------------------
    (Former name or former address, if changed since last report)
  
  <PAGE>
                                 FORM 8-K
  
                            THE PARKWAY COMPANY
  
  
  Item 2.       Acquisition or Disposition of Assets.
  
                       On May 31, 1996, a portfolio of 157 mortgage loans
                owned by The Parkway Company or wholly-owned subsidiaries
                of The Parkway Company were sold for $9,890,000 in cash,
                net of estimated expenses, to MTGLQ Investors, LP, a
                Delaware limited partnership which is unrelated to The
                Parkway Company.  The loans had a book value of
                $5,114,000 and the transaction will result in a book gain
                of approximately $4,776,000 ($1.58 per share) in the
                second quarter of 1996.  The purchase price was
                determined based on a discount from the face values of
                the loans.
  
  Item 7.       Financial Statements and Exhibits.
         
                       (b)   Pro Forma Consolidated Financial Statements
  
                             The unaudited Pro Forma Consolidated Financial
                Statements are attached in an Exhibit hereto.
  
  
                                     THE PARKWAY COMPANY
                       
                                                                         Page
                                                                         ----
                Pro Forma Consolidated Financial Statements                 4
                Pro Forma Consolidated Balance Sheet (Unaudited) -
                  As of March 31, 1996                                      5
                Pro Forma Consolidated Statement of Income (Unaudited)
                  For the Twelve Months Ended December 31, 1995             6
                Pro Forma Consolidated Statement of Income (Unaudited)
                  For the Three Months Ended March 31, 1996                 7
                Notes to Pro Forma Consolidated Financial Statements        8
  
                       (c)   Exhibits.
  
                             Loan Acquisition Agreement between EB, Inc. a
                Mississippi corporation, The Parkway Company, a Texas
                corporation, Parkway Congress Corporation, a Texas
                corporation and Parkway Texas Corporation, a Texas
                corporation, and MTGLQ Investors, LP, a Delaware limited
                partnership.
  <PAGE>
                                    FORM 8-K
  
                               THE PARKWAY COMPANY
  
  
                                    SIGNATURES
  
  
                Pursuant to the requirements of the Securities Exchange
  Act of 1934, the Registrant has duly caused this report to be
  signed on its behalf by the undersigned hereunto duly authorized.
  
  DATE:         June 14, 1996
  
                                                         THE PARKWAY COMPANY
  
  
  
                                                  BY:    /s/Sarah P. Clark
                                                         Sarah P. Clark   
                                                         Vice President, 
                                                         Chief Financial Officer
                                                         Secretary<PAGE>
  
                         
                         Pro Forma Consolidated Financial Statements
                                         (Unaudited)
  
  
         The following unaudited pro forma consolidated balance sheet
  as of March 31, 1996, and the pro forma consolidated statements of
  income for the twelve months ended December 31, 1995 and the three
  months ended March 31, 1996, give effect to the sale of 157
  mortgage loans.  The pro forma consolidated financial statements
  give effect to the sale of these mortgage loans as if the sale had
  occurred on the first day of the period presented for purposes of
  the pro forma consolidated statements of income or had occurred on
  March 31, 1996 for purposes of the pro forma consolidated balance
  sheet.
  
         The pro forma consolidated financial statements are based on
  the financial statements of Parkway (as filed in Parkway's Form 10-
  QSB for the three months ended March 31, 1996 and Form 10-KSB for
  the year ended December 31, 1995).  These pro forma statements may
  not be indicative of the results that actually would have occurred
  if the transaction had been in effect on the dates indicated or
  which may be obtained in the future.  The pro forma financial
  statements should be read in conjunction with the historical
  financial statements and notes of Parkway referred to above.<PAGE>
  
                            THE PARKWAY COMPANY AND SUBSIDIARIES
                            PRO FORMA CONSOLIDATED BALANCE SHEET
                                       MARCH 31, 1996
                                         (Unaudited)
  
                                    Parkway    Pro Forma   Parkway
                                   Historical Adjustments Pro Forma
                                   ---------- ----------- ---------
                                            (In thousands)
   Assets
   Real estate related investments
     Office buildings...............$ 66,431   $          $ 66,431
     Accumulated depreciation.......  (7,526)               (7,526)
                                    --------   --------   --------
                                      58,905                58,905
     Real estate held for sale
       Land.........................   8,386                 8,386
       Operating properties.........   4,773                 4,773
     Mortgage loans.................  11,511     (5,406)     6,105
     Real estate securities.........   1,993                 1,993
     Real estate partnerships and
       corporate joint venture......     672                   672
                                    --------   --------   --------
                                      86,240     (5,406)    80,834
   Interest and rents receivable and 
     other assets...................   2,559                 2,559
   Cash and cash equivalents........   4,245      9,890     14,135
                                    --------   --------   --------
                                    $ 93,044   $  4,484   $ 97,528
                                    ========   ========   ========
  
   Liabilities
   Mortgage notes payable without 
     recourse.......................$ 33,884   $            33,884
   Mortgage notes payable on wrap 
     mortgages......................   4,602                 4,602
   Accounts payable and other 
     liabilities....................   4,444                 4,444
   Deferred gain....................     292       (292)         -
                                    --------   --------   --------
                                      43,222       (292)    42,930
                                    --------   --------   --------
   Shareholders' Equity
   Common stock, $1.00 par value, 
     10,000,000 shares authorized, 
     3,016,512 in 1996..............   3,017                 3,017
   Additional paid-in capital.......  31,920                31,920
   Retained earnings................  14,175      4,776     18,951
                                    --------   --------   --------
                                      49,112      4,776     53,888
   Unrealized gain on securities....     710                   710
                                    --------   --------   --------
                                      49,822      4,776     54,598
                                    --------   --------   --------
                                    $ 93,044   $  4,484   $ 97,528
                                    ========   ========   ========<PAGE>
  
                           THE PARKWAY COMPANY AND SUBSIDIARIES
                         PRO FORMA CONSOLIDATED STATEMENT OF INCOME
                            FOR THE TWELVE MONTHS ENDED 12/31/95
                                         (Unaudited)
  
                                    Parkway     Pro Forma   Parkway
                                   Historical Adjustments Pro Forma
                                   ---------- ----------- ---------
                                (In thousands, except per share data)
  Revenues 
  Income from real estate 
    properties.......................$ 8,941    $         $ 8,941
  Interest on mortgage loans.........  1,421       (896)      525
  Management company income..........  1,041                1,041
  Equity in earnings
    Real estate companies............    135                  135
    Real estate partnerships and 
      corporate joint venture........    116                  116
  Interest on investments............    167        339       506
  Dividend income....................    601                  601
  Deferred gains and other income....    345                  345
  Gain (loss) on real estate
    and mortgage loans...............  6,552                6,552 
  Gain on securities.................  4,314                4,314
                                     -------    -------   -------
                                      23,633       (557)   23,076
                                     -------    -------   -------
  Expenses
  Real estate owned                                  
    Operating expense................  4,876                4,876
    Interest expense.................  2,230                2,230
    Depreciation and amortization....  1,331                1,331
    Minority interest................   (100)                (100)
  Interest expense
    Notes payable to banks...........    156        156         -
    Notes payable on wrap mortgages..    135                  135
  Management company expenses........    804                  804
  Other expenses.....................  2,299                2,299
                                     -------    -------   -------
                                      11,731       (156)   11,575
                                     -------    -------   -------
  Income before income taxes......... 11,902       (401)   11,501
  Income tax provision...............     82                   82
                                     -------    -------   -------
  Net income.........................$11,820    $  (401)  $11,419
                                     =======    =======   =======
  Net income per share...............$  6.36    $   .21   $  6.15
                                     =======    =======   =======
  Weighted average shares 
    outstanding......................  1,858      1,858     1,858
                                     =======    =======   =======
  <PAGE>
  
                           THE PARKWAY COMPANY AND SUBSIDIARIES
                         PRO FORMA CONSOLIDATED STATEMENT OF INCOME
                             FOR THE THREE MONTHS ENDED 3/31/96
                                         (Unaudited)
  
                                    Parkway     Pro Forma   Parkway
                                   Historical Adjustments Pro Forma
                                   ---------- ----------- ---------
                                (In thousands, except per share data)
  Revenues 
  Income from real estate 
    properties......................$  3,475    $            3,475
  Management company income.........     279                   279
  Interest on mortgage loans........     564        (231)      333
  Equity in earnings (losses):
    Real estate partnerships and 
      corporate joint venture.......       4                     4
  Loss on securities................    (190)                 (190)
  Interest on investments...........      99         124       223 
  Deferred gains and other income...      47                    47
  Dividend income...................      66                    66
  Gain on real estate and mortgage 
    loans...........................     193                   193
                                    --------    --------   -------
                                       4,537        (107)    4,430  
                                    --------    --------   -------
      
  Expenses
  Real estate owned:                                  
    Operating expense...............   1,677                 1,677
    Interest expense................     655                   655
    Depreciation and amortization...     418                   418
    Minority interest...............     (28)                  (28)
  Interest expense:
    Notes payable on wrap mortgages.     120                   120
  Management company expenses.......     239                   239
  Other expenses....................     669                   669
                                    --------    --------   -------
                                       3,750           -     3,750
                                    --------    --------   -------
  Net income........................$    787    $   (107)  $   680
                                    ========    ========   =======
  
  Net income per share..............$    .26    $   (.03)  $   .23
                                    ========    ========   =======
  
  Weighted average shares 
    outstanding                        3,012       3,012     3,012
                                    ========    ========   =======
  <PAGE>
   
  
                       Notes to Pro Forma Consolidated Financials
  
  
  1.     On May 31, 1996, a portfolio of 157 mortgage loans owned by
         The Parkway Company or wholly-owned subsidiaries of The
         Parkway Company were sold for $9,890,000 in cash, net of
         estimated expenses, to MTGLQ Investors, LP, a Delaware limited
         partnership which is unrelated to The Parkway Company.  The
         loans had a book value of $5,114,000 and the transaction will
         result in a book gain of approximately $4,776,000 ($1.58 per
         share) in the second quarter of 1996.  The purchase price was
         determined based on a discount from the face values of the
         loans.
  
  2.     Interest earned on mortgage loans sold was $896,000 for the
         twelve months ended December 31,1995 and $231,000 for the
         three months ended March 31, 1996.
  
  3.     Cash proceeds of $9,890,000 were assumed to be invested in
         short-term interest bearing accounts earning 5% interest
         annually.  For the twelve months ending December 31, 1995,
         interest expense was adjusted to zero with a net adjustment
         made to interest income.
  <PAGE>
   
  
                               LOAN ACQUISITION AGREEMENT
  
  
         This Loan Acquisition Agreement (this "Agreement") is entered
  into by and between EB Inc., a Mississippi corporation ("EB"), The
  Parkway Company, a Texas corporation ("Parkway"), Parkway Congress
  Corporation, a Texas corporation ("Parkway Congress")  and Parkway
  Texas Corporation, a Texas corporation ("Parkway Texas") and MTGLQ
  Investors, LP, a Delaware limited partnership ("Buyer").
  
         WHEREAS, EB, Parkway Texas, Parkway Congress and Parkway own
  certain Transferred Loans;
  
         WHEREAS, EB, Parkway Texas, Parkway Congress and Parkway
  desire to sell all of their rights, title and interests in and to
  the Transferred Loans to Buyer according to the terms and
  conditions set forth herein; and
  
         WHEREAS, Buyer desires to purchase such rights, title and
  interests in and to the Transferred Loans from EB, Parkway Texas,
  Parkway Congress and Parkway according to the terms and conditions
  set forth herein.
  
         NOW, THEREFORE, in consideration of the premises and the
  respective mutual agreements, covenants, representations and
  warranties contained herein, the sufficiency of which is hereby
  acknowledged, the parties, intending to be legally bound, agree as
  follows:
  
                                          ARTICLE 1      
  
                                         DEFINITIONS
  
         1.1    Terms Defined.  When used in this Agreement, the
  following terms shall have the meaning set forth below:
  
         "Actual Knowledge" shall mean, when referring to Parkway, EB,
  Parkway Texas, Parkway Congress and Buyer, facts actually known to
  the current officers and employees of such Party.
  
         "Agreement" shall mean this Loan Acquisition Agreement among
  EB, Parkway Texas, Parkway Congress, Parkway and Buyer.
  
         "Assignment of Loan Documents, Title Insurance Policies and
  Rights in Escrow Accounts" shall mean the general assignment of
  whatever interest EB, Parkway Texas, Parkway Congress and Parkway
  have, if any, in any Loan Documents, Title Insurance Policies and
  Escrow Accounts related to any Transferred Loan which shall be
  executed by Parkway and/or EB to Buyer on the Closing Date in a
  form reasonably acceptable to the Parties.
  
         "Assignment of Mortgage" shall mean the separate assignment of
  each Mortgage which shall be executed by Parkway or EB on or before
  the Closing Date in a form reasonably acceptable to the Parties.
  
         "Assignment of Rents and Leases" shall mean any collateral
  assignment of rents or leases as security under a Loan Document.
  
         "Buyer" shall mean MTGLQ Investors, LP, a Delaware limited
  partnership.
  
         "Closing Date" shall mean the close of business on May 31,
  1996, or an earlier date to be mutually agreed upon by the Parties.
  
  
         "Collateral" shall mean any real or personal property,
  including, without limitation, fixtures, tangible, intangible or
  other property referenced as security under any Loan Documents.
  
         "Cutoff Date" shall mean May 1, 1996.
  
         "EB" shall mean EB Inc., a Mississippi corporation.
  
         "Effective Date" shall mean the date this Agreement is signed
  by the last Party to sign. 
  
         "Escrow Accounts" shall mean any escrow accounts for
  Transferred Loans to which EB, Parkway Texas, Parkway Congress or
  Parkway has control or custody.
    
         "Loan File" shall mean all documents relating to any
  Transferred Loan including, without limitation, the documents
  listed in Section 2.3 hereof.
  
         "Loan Documents" shall mean any and all Mortgages, Mortgage
  Notes, Assignments of Rents and Leases, guaranties,
  indemnifications, certificates or other documents listed on the
  Loan Document Schedule or relating to any Transferred Loan and in
  the possession of Seller.
  
         "Loan Document Schedule" shall mean that certain Schedule A
  attached to this Agreement which identifies each Transferred Loan.
  
         "Mortgage" shall mean any mortgage, deed of trust, indenture
  or other security agreement which secures any Collateral under any
  Loan Documents referenced on the Loan Document Schedule.
  
         "Mortgagee" shall mean any Person identified as the mortgagee
  or secured party in any Loan Documents.
  
         "Mortgagor" shall mean any Person who executed any Loan
  Documents as the mortgagor or debtor.
  
         "Note" shall mean any promissory note, recourse or non-
  recourse, relating to any Transferred Loan.
  
         "Parkway" shall mean The Parkway Company, a Texas corporation.
  
         "Parkway Congress" shall mean Parkway Congress Corporation, a
  Texas corporation.
         "Parkway Texas" shall mean Parkway Texas Corporation, a Texas
  corporation.
  
         "Parties" shall mean EB, Parkway Texas, Parkway Congress,
  Parkway and Buyer.
  
         "Person" shall mean any individual, group, partnership, joint
  venture, corporation, organization, trust, association,
  governmental entity or any other entity of any type.
  
         "Purchase Price" shall mean the sum of $9,996,428.27 payable
  in immediately available funds on the Closing Date.  The Purchase
  Price shall be allocated: $6,173,950.70 to EB, $1,525,028.54 to
  Parkway Texas, $261,875.53 to Parkway Congress and $2,035,573.50 
  to Parkway.
  
         "Seller" shall mean EB, Parkway Texas, Parkway Congress and/or
  Parkway as the context may require.  
  
         "Title Insurance Policy" shall mean a mortgagee title
  insurance policy relating to certain Collateral.
  
         "Transferred Loan" shall mean each loan listed on the Loan
  Document Schedule.
  
                                          ARTICLE 2      
                                              
                           MORTGAGE LOANS TO BE SOLD AND ASSIGNED 
                                  TO BUYER, PRICE AND TERMS
  
         2.1    Transaction.  Subject to the terms and conditions
  hereinafter set forth, on the Closing Date, Seller shall sell,
  assign and deliver to Buyer, and Buyer shall purchase, assume and
  receive, all of Seller's respective right, title, interest,
  obligations and liabilities in and to the Transferred Loans, and
  all related Loan Documents, Title Insurance Policies or Escrow
  Accounts.  Buyer acknowledges and agrees that the Transferred Loans
  are owned either by EB, Parkway Texas, Parkway Congress or Parkway
  severally and not jointly and as such each party comprising Seller
  shall be deemed to make only the covenants, representations and
  warranties as to the portion of the Transferred Loans owned by such
  Seller.
  
         2.2    Consideration.  In consideration of the sale and delivery
  of the Transferred Loans to Buyer in accordance with the terms and
  provisions hereof and the representations, warranties and covenants
  of Seller contained herein, Buyer will pay Seller the Purchase
  Price, on the Closing Date.  In consideration of the payment of the
  Purchase Price, Seller shall, on the Closing Date, assign and
  deliver to Buyer all of their respective rights, title and
  interests in and to the Transferred Loans, and all related
  interests in any Loan Documents, Title Insurance Policies or Escrow
  Accounts, in accordance with the terms of this Agreement. Buyer
  shall, on the Closing Date, assume in full all of Seller's
  obligations and responsibilities with respect to each of the
  Transferred Loans, including, without limitation, any liabilities
  or obligation relating to the litigation referenced on the Loan
  Document Schedule. 
  
         2.3    Documentation.  In connection with such transfer and
  assignment, Seller shall, at Closing deliver to, and deposit with,
  Buyer the following documents or instruments with respect to each
  Transferred Loan:
  
                2.3.1  The Note, showing a complete chain of endorsements
  or assignments from the named payee to Seller and endorsed without
  recourse to the order of Buyer;
  
                2.3.2  The Mortgage and any intervening assignments
  thereof with evidence of recording indicated thereon or, where the
  public recording office has retained the original Mortgage or the
  original of any such assignment, a certified copy of the Mortgage
  or such assignment with evidence of recording thereon;
  
                2.3.3  An original and a copy of the related Assignment
  of Mortgage in recordable form;
  
                2.3.4  An original of each assumption or modification
  agreement, if any, relating to any Loan Documents;
  
                2.3.5  An original of each Assignment of Rents and
  Leases, if separate from the Mortgage, with evidence of recording
  indicated thereon, and of any intervening assignment thereof, with
  evidence of recording indicated thereon;
  
                2.3.6  An original Assignment of Seller's interests, if
  any, in all Loan Documents, Title Insurance Policies and Escrow
  Accounts;
  
                2.3.7  A letter authorizing any non-Party servicer of any
  Loan Documents to transfer any Escrow Accounts to a servicer of
  Buyer's choosing; and
  
                2.3.8  The Loan Files. 
  
         2.4    Escrow/Impound Balances.  With respect to each
  Transferred Loan to which Seller is the servicer, Seller shall
  provide Buyer on the Closing Date with immediately available funds
  in the amount of the positive escrow and suspense balances
  associated with the Transferred Loans as of the Cutoff Date, in a
  manner reasonably acceptable to Buyer.  Seller shall provide Buyer
  with accounting statements of escrow and suspense balances
  sufficient to enable Buyer to reconcile as of the Cutoff Date,
  respectively, the amount of such payment with the accounts of the
  Transferred Loans.
  
         2.5    Nature of Conveyance.   The transfer and assignment of
  the Transferred Loans and related Collateral accomplished hereby is
  absolute and intended by the Parties to be a complete sale of such
  Transferred Loans and of Sellers interest in the Collateral.
         2.6    Acceptance by Buyer.  Buyer hereby acknowledges receipt
  of the Note, the Mortgage and the other documents included in the
  Loan File, and any Loan Documents, Title Insurance Policies and
  Escrow Accounts, relating to each Transferred Loan listed on the
  Loan Document Schedule.  The Transferred Loans shall be serviced
  from and after the consummation of this transaction by Buyer or a
  separate entity to be designated by Buyer in its sole discretion.
  
         2.7    AS IS WHERE IS.  EXCEPT AS OTHERWISE EXPRESSLY SET FORTH
  HEREIN, SELLER AND BUYER AGREE THAT THE TRANSFERRED LOANS SHALL BE
  SOLD AND ASSIGNED, AND THAT BUYER SHALL PURCHASE AND ASSUME, ALL
  RIGHTS, TITLE AND INTERESTS IN THE TRANSFERRED LOANS ON THE CLOSING
  DATE, "AS IS, WHERE IS, WITH ALL FAULTS", WITH NO RIGHT OF SET-OFF
  OR REDUCTION IN THE PURCHASE PRICE, AND THAT, EXCEPT FOR SELLER'S
  WARRANTIES EXPRESSLY SET FORTH HEREIN, SUCH SALE SHALL BE WITHOUT
  REPRESENTATION OR WARRANTY OF ANY KIND OR NATURE WHATSOEVER BY
  SELLER, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE,
  INCLUDING, WITHOUT LIMITATION, ANY WARRANTY WITH RESPECT TO THE
  VALUE OF ANY COLLATERAL SECURING ANY TRANSFERRED LOAN, THE CREDIT
  WORTHINESS OF ANY MORTGAGE, THE VALIDITY OR PRIORITY OF ANY
  SECURITY INTEREST WITH RESPECT TO ANY COLLATERAL AND THE
  ENFORCEABILITY OF ANY LOAN DOCUMENTS, AND SELLER DOES HEREBY
  DISCLAIM AND RENOUNCE ALL SUCH REPRESENTATIONS OR WARRANTIES.  
  
         BUYER SPECIFICALLY ACKNOWLEDGES THAT, EXCEPT FOR SELLER'S
  WARRANTIES EXPRESSLY SET FORTH HEREIN, BUYER IS NOT RELYING ON ANY
  REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE WHATSOEVER,
  WHETHER ORAL OR WRITTEN, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE,
  FROM SELLER, AS TO ANY MATTERS CONCERNING THE TRANSFERRED LOANS.
  
         OTHER THAN AS SET FORTH IN ARTICLE 5 OR IN THE DOCUMENTS
  EXECUTED BY SELLER AT CLOSING, BUYER FURTHER ACKNOWLEDGES AND
  AGREES THAT SELLER IS UNDER NO DUTY TO MAKE ANY AFFIRMATIVE
  DISCLOSURES REGARDING ANY MATTER WHICH MAY BE KNOWN TO SELLER, AND
  THAT BUYER IS RELYING SOLELY UPON ITS OWN INSPECTION OF THE
  TRANSFERRED LOANS AND UNDERLYING COLLATERAL AND NOT UPON ANY
  REPRESENTATION MADE TO IT BY SELLER OR ANY OTHER PERSON WHOMSOEVER.  
  
         BUYER ACKNOWLEDGES THAT UPON CLOSING BUYER WILL HAVE COMPLETED
  ITS DUE DILIGENCE WITH RESPECT TO THE TRANSFERRED LOANS AND
  COLLATERAL TO ITS SATISFACTION.  BUYER ACKNOWLEDGES AND AGREES THAT
  BUYER'S OBLIGATIONS HEREUNDER SHALL REMAIN IN FULL FORCE AND EFFECT
  WITH BUYER HAVING NO RIGHT TO DELAY THE CLOSING OR TERMINATE THIS
  AGREEMENT REGARDLESS OF ANY FACTS OR INFORMATION LEARNED BY BUYER
  AFTER THE END OF THE INSPECTION PERIOD.  NOTWITHSTANDING ANYTHING
  HEREIN TO THE CONTRARY, THE AGREEMENTS OF BUYER SET FORTH IN THIS
  SECTION SHALL SURVIVE THE CLOSING AND SHALL NOT BE MERGED THEREIN.
  
                Buyer indicates its acknowledgement of the foregoing by
         initialing this Section below.
  
         Buyer:_____________________
  
         2.8    Expenses of Transaction.  Buyer and Seller shall be
  responsible for the payment from their separate funds of their
  respective expenses, including, without limitation, their
  respective legal and accounting fees incurred in connection with
  this Agreement and the transactions contemplated hereby.
  
         2.9    Other Costs.
  
                2.9.1  Buyer shall be solely responsible for all costs of
  transfer including endorsements to the title insurance policies,
  title and UCC searches, recording fees, any other transfer tax,
  documentary stamp or similar tax or fee which becomes payable by
  reason of the transfer of the Transferred Loans.
  
                2.9.2  Buyer shall arrange for and pay all expenses
  associated with, the shipping and insuring all of the Loan Files at
  or after the Closing Date. 
  
                2.9.3  Buyer shall bear all costs of preparing and
  recording assignments of the Mortgages, Loan Documents and any
  other documents Buyer wishes to record. 
  
                2.9.4  Buyer shall undertake, and shall bear all costs
  and expenses of, transferring any escrow accounts and tax records
  not currently serviced by Seller to a servicer of Buyer's choice.
  
         2.10   Payments Received After Cutoff Date.  Any and all
  principal, interest and escrow/suspense payments and interest
  accruals with respect to each Transferred Loan which are received
  after the Cutoff Date shall be allocated as set forth on the Cutoff
  Schedule attached hereto as Schedule B.
  
  
         2.11   Pending Legal Proceedings.
  
                (a)    After the Cutoff Date and prior to the Closing Date,
  Seller shall prosecute its legal remedies with respect to the
  Transferred Loans employing the same standards and procedures
  employed as of the date hereof, consistent with the servicing
  practices of prudent mortgage lending institutions and applicable
  law.  Buyer shall reimburse Seller for any costs and legal fees
  incurred by Seller after the Cutoff Date.  Seller shall not have
  any right to participate after the Closing Date for its own account
  in litigation relating to any Transferred Loan sold to Buyer and
  will cooperate with and make its employees who are knowledgeable in
  matters relating to any such litigation reasonably available to
  Buyer.
  
                (b)    With respect to any Transferred Loan which is, as of
  the Closing Date, the subject of litigation, bankruptcy or
  foreclosure, Buyer and Seller agree to cooperate and use their best
  efforts, within thirty (30) days after the Closing Date, to (i)
  notify the Clerk of the Court, any foreclosing trustee and all
  counsel of record in each such proceeding of transfer of the
  Transferred Loan from Seller to Buyer, (ii) file pleadings to
  relieve Seller's counsel of record from further responsibility in
  such litigation (unless said counsel has agreed, with Seller's
  written consent, to represent Buyer in said proceedings at Buyer's
  expense), and (iii) remove Seller as a party in such action and
  substitute Buyer as the real party-in-interest, and change the
  caption thereof accordingly.  In connection therewith, after the
  Closing Date, Buyer shall have the sole responsibility to determine
  the appropriate direction and strategy for such litigation or
  proceeding.  If Buyer fails to use its best efforts to comply with
  the above requirements, Seller, upon prior written notice to Buyer,
  may on Buyer's behalf complete any of the actions specified in
  clauses (i), (ii) and (iii) above.  Buyer acknowledges that its
  failure to comply with the provisions in this paragraph may affect
  Buyer's rights in any such litigation or proceeding (including,
  without limitation, any dismissal with prejudice or the running of
  any statute of limitations), if any such action or proceeding is
  dismissed.  Buyer acknowledges that its obligations with respect to
  any such litigated matter are subject to the indemnification
  provisions of this Agreement.                   
  
  
  
                                          ARTICLE 3      
  
  
                                 [Intentionally left blank]
  
  
  
                                          ARTICLE 4      
  
                                         INSPECTION
  
         4.1    Inspection Period.  Buyer acknowledges that it has had
  the opportunity to inspect each Loan File prior to execution of
  this Agreement and to conduct such due diligence as Buyer deemed
  necessary.
  
         4.2    Access.  During normal business hours prior to Closing
  and with prior notice, Seller agrees to give to Buyer and its
  agents and representatives reasonable access to the Loan Files.  At
  Buyer's expense, Buyer and/or Buyer's agents and representatives
  may copy any documents contained in the Loan Files.    BY
  FURNISHING THE LOAN FILES NEITHER SELLER NOR ANY OF THEIR
  RESPECTIVE AGENTS, PARTNERS, OFFICERS, DIRECTORS, EMPLOYEES, OR
  ATTORNEYS, NOR ANY OTHER PARTY RELATED IN ANY WAY TO ANY OF THE
  FOREGOING, SHALL BE DEEMED TO HAVE MADE ANY REPRESENTATION OR
  WARRANTY OF ANY KIND OR NATURE WHATSOEVER WITH RESPECT TO ANY
  MATTER SET FORTH, CONTAINED OR ADDRESSED IN SUCH MATERIALS,
  DOCUMENTS, REPORTS OR AGREEMENTS, INCLUDING, BUT NOT LIMITED TO,
  THE ACCURACY AND COMPLETENESS THEREOF, EXCEPT AS OTHERWISE STATED
  IN ARTICLE 5 OR IN THE DOCUMENTS EXECUTED BY SELLER AT CLOSING.
  
  
  
  
                                          ARTICLE 5      
  
                          REPRESENTATIONS AND WARRANTIES OF SELLER
  
         Each party comprising Seller makes the following
  representations and warranties with respect to the Transferred
  Loans owned by such Party, as of the date of execution of this
  Agreement and as of the Closing Date, which shall, in accordance
  with section 8.4 survive for a two year period beginning on the
  Closing Date, after which time such warranties and representations
  shall be null, void, and of no further force or effect:
  
         5.1    Authority.  EB, Parkway Texas, Parkway Congress and
  Parkway are corporations, duly formed, organized, existing and in
  good standing under the laws of the States of Mississippi, Texas,
  Texas and Texas, respectively.  Seller has full legal right, power
  and authority to execute and fully perform their obligations under
  this Agreement.  The execution, delivery and performance of this
  Agreement by Seller and all transactions contemplated hereby have
  been duly authorized and will not result in violation of any of the
  terms and provisions of its Certificate or Articles of
  Incorporation or Bylaws.  
  
         5.2    Compliance with Obligations.  Neither the execution and
  delivery of this Agreement nor the consummation of the transactions
  contemplated hereby will (i) conflict with or constitute a breach
  of, or constitute a default under or an event which, with or
  without notice or lapse of time or both, would be a breach of or
  default under Seller's Certificate or Articles of Incorporation,
  Bylaws or other corporate governing documents; (ii) conflict with
  or constitute a breach of, or constitute a default under or an
  event which, with or without notice or lapse of time or both, would
  be a breach of or default under or give rise to any right of
  termination or acceleration under, any agreement, indenture,
  mortgage, deed of trust or other instrument or undertaking to which
  Seller is a party or by which any of the Transferred Loans are
  subject, (iii) constitute a violation of any law, regulation,
  judgment, order or decree applicable to Seller, (iv) result in the
  creation or imposition of any lien, charge or encumbrance upon any
  of the Transferred Loans or (v) except as set forth in the Loan
  Documents require any consent, approval, authorization, order,
  license or permit from any Person.
  
         5.3    Loan Document Schedule.  The information set forth in the
  Loan Document Schedule is true and correct in all material
  respects.  
  
         5.4    Ownership.  Immediately prior to the transfer and
  assignment of each Transferred Loan to Buyer, Seller had title to,
  and were the sole owners of, each Transferred Loan, and had full
  right and authority to transfer and assign such Transferred Loan to
  Buyer pursuant to this Agreement.  Seller has not granted any
  liens, charges or encumbrances or any ownership or participation
  interests in favor of any other Person except as set forth on the
  Loan Document Schedule.
         5.5    Current Loan Status.  To Seller's Actual Knowledge and
  except as set forth on the Loan Document Schedule, no facts
  currently exist which would impair the validity or the
  enforceability of the Transferred Loans, and there is no default,
  breach, violation or event of acceleration currently existing under
  the Transferred Loans, and Seller has not knowingly waived any such
  default, breach, violation or event of acceleration.  Seller has no
  Actual Knowledge that the lien position with respect to a Mortgage
  is different than the lien position set forth in the Title
  Insurance Policy applicable to such Mortgage.
  
         5.6    Modification of Loan Terms.  To Seller's Actual Knowledge
  and except as set forth on the Loan Document Schedule, the terms of
  the related Note and Mortgage have not been impaired, waived,
  altered or modified by Seller in any respect, except by written
  instruments included in the related Loan File and no related
  Mortgagor or guarantor, if any, has been released, in whole or in
  part, by Seller, from its/their obligations under the applicable
  Note, Mortgage or any guaranty related to such Note, as the case
  may be, other than pursuant to a written release previously
  approved in writing, copies of which are included in the relevant
  Loan File.
  
         5.7    Loan Proceeds.  To Seller's Actual Knowledge, the
  proceeds of each Transferred Loan has been fully disbursed, or, in
  cases of partial disbursement there is no requirement for future
  advances thereunder, and any and all requirements imposed by the
  Mortgagee as to completion of any on-site or off-site improvements
  and as to disbursements of any escrow funds therefor have been
  complied with.
  
                                          ARTICLE 6      
  
                           REPRESENTATIONS AND WARRANTIES OF BUYER
  
         Buyer makes the following representations and warranties, as
  of the date of execution of this Agreement and as of the Closing
  Date, which shall, in accordance with section 8.4, survive for a
  two year period beginning on the Closing Date, after which time
  such warranties and representations shall be null, void, and of no
  further force or effect:
  
         6.1    Authority.  Buyer is a Delaware limited partnership duly
  formed, organized, existing and in good standing under the laws of
  the State of Delaware.  Buyer has full legal right, power and
  authority to execute and fully perform its obligations under this
  Agreement.  The execution, delivery and performance of this
  Agreement by Buyer and all transactions contemplated hereby have
  been duly authorized and will not result in violation of any of the
  terms and provisions of its certificate of limited partnership or
  partnership agreement.  
  
         6.2    Compliance with Obligations.  Neither the execution and
  delivery of this Agreement nor the consummation of the transactions
  contemplated hereby will (i) conflict with or constitute a breach
  of, or constitute a default under or an event which, with or
  without notice or lapse of time or both, would be a breach of or
  default under Buyer's certificate of limited partnership,
  partnership agreement or any other governing documents; (ii)
  conflict with or constitute a breach of, or constitute a default
  under or an event which, with or without notice or lapse of time or
  both, would be a breach of or default under or give rise to any
  right of termination or acceleration under, any agreement,
  indenture, mortgage, deed of trust or other instrument or
  undertaking to which Buyer is a party, (iii) constitute a violation
  of any law, regulation, judgment, order or decree applicable to
  Buyer, or (iv) require any consent, approval, authorization, order,
  license or permit from any Person.
  
         6.3    Inspection.  Buyer has made, as of the expiration of the
  Inspection Period, an independent investigation, to the extent
  Buyer deems necessary or appropriate, concerning the Transferred
  Loans, including an investigation of the related Loan Files and the
  physical condition and value of the Collateral.
  
         6.4    No Other Seller Representations.  Except as expressly set
  forth herein, Buyer acknowledges that no representations or
  warranties, express or implied, have been made by Seller or their
  representatives.
  
         6.5    Inspection Acknowledgement.  BUYER HEREBY EXPRESSLY
  ACKNOWLEDGES THAT IT HAS INSPECTED AND EXAMINED OR WILL INSPECT AND
  EXAMINE THE TRANSFERRED LOANS, THE RELATED LOAN FILES AND THE
  COLLATERAL TO THE EXTENT DEEMED NECESSARY BY BUYER IN ORDER TO
  ENABLE BUYER TO EVALUATE THE PURCHASE OF THE TRANSFERRED LOANS. 
  BUYER REPRESENTS THAT IT IS A KNOWLEDGEABLE BUYER OF LOANS AND
  THAT, EXCEPT AS SET FORTH IN ARTICLE 5, IT IS RELYING SOLELY ON ITS
  OWN EXPERTISE AND THAT OF BUYER'S CONSULTANTS, AND THAT BUYER HAS
  CONDUCTED OR WILL CONDUCT COMPREHENSIVE INSPECTIONS AND
  INVESTIGATIONS OF THE TRANSFERRED LOANS, LOAN FILES AND, IF IT
  DEEMS NECESSARY, THE COLLATERAL.  BUYER FURTHER ACKNOWLEDGES AND
  AGREES THAT BUYER IS ACQUIRING THE TRANSFERRED LOANS ON AN "AS IS,
  WHERE IS, WITH ALL FAULTS BASIS", WITHOUT REPRESENTATIONS,
  WARRANTIES OR COVENANTS, EXPRESS OR IMPLIED, OF ANY KIND OR NATURE,
  OTHER THAN AS EXPRESSLY SET FORTH HEREIN.
  
  
  
                                          ARTICLE 7      
  
                                       INDEMNIFICATION
  
         7.1    Indemnification by Sellers.  Each Party comprising Seller
  does, solely with respect to its own actions or omissions in
  connection with the Transferred Loans owned by such Party, hereby
  indemnify and hold Buyer and its respective agents and attorneys
  harmless from and against the following:
  
                       (i)   any and all losses, claims, liabilities,
                damages, deficiencies, costs and expenses suffered or
                incurred by Buyer resulting from a material breach of any
                representation, warranty or covenant contained herein;
                and
  
                       (ii)  any and all actions, suits, proceedings,
                claims, complaints, demands, assessments, judgments,
                costs and expenses suffered or incurred by Buyer,
                including reasonable attorneys' fees and disbursements,
                incident to any such indemnified matter.
  
         7.2    Indemnification by Buyer.  Buyer does hereby indemnify
  and hold each of the Parties comprising Seller and their respective
  agents and attorneys harmless from and against the following:
  
                       (i)   any and all losses, claims, liabilities,
                damages, deficiencies, costs and expenses suffered or
                incurred by Seller resulting from:  (a) a material breach
                of any representation, warranty or covenant contained
                herein; and (b) Buyer's ownership, servicing or
                management of any Transferred Loan, including, without
                limitation, all litigation referenced on the Loan
                Document Schedule and assumed by Buyer.
         
                       (ii)  any and all actions, suits, proceedings,
                claims, complaints, demands, assessments, judgments,
                costs and expenses suffered or incurred by such Sellers,
                including reasonable attorneys' fees and disbursements,
                incident to any such indemnified matter.
  
         7.3    Notice of Third-Party Claims.  If any action, suit or
  proceeding shall be commenced against, or any claim or demand shall
  be asserted against, Seller or Buyer, in respect of which a Party
  proposes to seek indemnification under this Article 7, the Party
  seeking indemnification (singly or collectively the "Indemnitee")
  shall give prompt notice to the other Party (singly or collectively
  the "Indemnitor") thereof, and shall permit the Indemnitor, at its
  sole cost and expense, to assume the defense of any such claim or
  any litigation resulting therefrom; provided, however, that the
  Indemnitee shall have the option, at its own expense, to
  participate in the defense thereof.  Failure by the Indemnitor to
  notify the Indemnitee of its election to defend any such action
  within fifteen (15) days after notice thereof shall be deemed a
  waiver by the Indemnitor of its right to defend such action.  In
  the defense of such claim or any litigation resulting therefrom,
  the Indemnitor shall not, without the written consent of the
  Indemnitee: (a) consent to the entry of any judgment, or (b) enter
  into any settlement which does not include as an unconditional term
  thereof the giving by the claimant or the plaintiff to the
  Indemnitee of a release from all liability in respect to such claim
  or litigation.  If such defense is unsuccessful or abandoned by the
  Indemnitor, then, upon the Indemnitor's failure to pay an amount
  sufficient to discharge any such claim or judgment, the Indemnitee
  may pay and settle the same and the Indemnitor's liability shall be
  conclusively established by any such payment.  If the Indemnitor
  fails to assume the defense of any such claim or litigation
  resulting therefrom, the Indemnitee may defend against and settle
  such claim or litigation in such manner as it may deem appropriate
  and the Indemnitor shall promptly reimburse the Indemnitee for the
  amount of all expenses, legal or otherwise, incurred by the
  Indemnitee in connection with the defense against or settlement of
  such claim or litigation.  If no settlement is made, the Indemnitor
  shall promptly reimburse the Indemnitee for the amount of any
  judgment rendered with respect to such claim or such litigation and
  of all expenses, legal or otherwise, incurred by the Indemnitee in
  the defense thereof.
  
                                          ARTICLE 8      
  
                                        MISCELLANEOUS
  
  
         8.1    Transferred Loans to which Seller Is the Servicer.  With
  respect to any Transferred Loans to which Seller is the servicer:
  
                8.1.1  Notice to Mortgagors. Buyer shall, at its expense,
  mail to each Mortgagor a letter with a copy of said letter to
  Seller advising the Mortgagor of the transfer of the servicing to
  Buyer in accordance with the Cranston-Gonzalez National Affordable
  Housing Act (Pub. L. 101-625), as amended, if applicable, or any
  other applicable laws or regulations and in any event, no later
  than fifteen (15) days after the Closing Date; provided, however,
  the content and format of the letter shall have the prior written
  approval of Seller.
  
                8.1.2  Loan Payments Received Prior to Closing Date. 
  Prior to the Closing Date, all payments received by Seller on each
  Transferred Loan shall be properly applied by Seller to the account
  of the particular Mortgagor subject to the provisions of Section
  2.10.
  
                8.1.3  Loan Payments Received After Closing Date.  Any
  payments received by Seller after the Closing Date that relate to
  the Transferred Loan shall forthwith be endorsed to Buyer and
  delivered to Buyer along with identification of the customer.
  
         8.2    Nonwaiver.  No waiver by a Party of any provision of this
  Agreement shall be deemed to have been made unless expressed in
  writing and signed by such Party.
         
        Notice.  Any notice, request, instruction or other
  document to be given or furnished under this Agreement by any Party
  to the other Parties shall be in writing and shall be delivered
  personally or shall be sent by facsimile transmission or registered
  or certified mail, postage prepaid, or by prepaid overnight
  delivery service, at the addresses or telecopy number shown in this
  Section 8.3 or to such other address, telecopy number or person as
  any party may designate by written notice to the other parties.  A
  notice, request, instruction or other document shall be deemed to
  be given (i) when delivered personally, (ii) when sent by facsimile
  transmission, or (iii) if sent by certified mail or overnight
  delivery service, at the time of delivery as indicated on the duly
  completed U. S. Postal Service return receipt or the time of
  package pickup as indicated on the records of or certificates
  provided by the overnight delivery service.  Any notice from a
  party to the other parties may be given by counsel for such party
  rather than directly by such party.
  
  If to any Seller, addressed to the specific Seller at the following
  address:
  
  Address:             Attn:  David R. Fowler            
                       188 East Capitol Street
                       Suite 300, One Jackson Place
                       Jackson, Mississippi  39201
                       Telephone:          (601) 948-4091
                       Facsimile:          (601) 949-4077
  
  BUYER                MTGLQ Investors, LP
                       
  Address:             c/o Security National
                       11911 Justice Avenue
                       Baton Rouge, Louisiana  70816
                       Attention:  Jack J. Mendheim
                       Telephone: (504) 293-0095
                       Facsimile: (504) 293-8891
  
          <PAGE>
      Survival.  Each of the Parties' representations,
  warranties and covenants and all other provisions contained in this
  Agreement or in any document given or furnished under or in
  connection with this Agreement shall survive the Closing for a
  period of two years except for the provisions of Section 7.2 which
  shall survive for the duration of the statute of limitations
  relating to the underlying Transferred Loan.  At the applicable
  time, all of the representations and warranties made in this
  Agreement shall be deemed null, void, and without any further force
  or effect.
  
         8.5    Further Assurances.  The Parties hereto shall execute and
  deliver such further instruments, documents and agreements as may
  be reasonably necessary or appropriate to carry out the terms and
  provisions of this Agreement.  
  
         8.6    Construction.  When the context so requires in this
  Agreement, words of gender shall include either or both of the
  other genders and the singular number shall include the plural. The
  headings of the sections of this Agreement are inserted for
  convenience of reference only and shall not be deemed to constitute
  a part hereof and shall not be deemed to limit, expand or modify in
  any way the provisions of this Agreement.  
  
         8.7    Assignment.  This Agreement shall be binding upon the
  Parties hereto, and their representatives, successors and assigns,
  if any.  This Agreement shall not be assignable without the prior
  express written consent of all Parties hereto.
  
         8.8    Amendments.  This Agreement may be amended only by
  written agreement executed by the Parties hereto.
  
         8.9    Entire Agreement.  This Agreement, together with the
  schedules attached hereto and made a part hereof by this reference,
  constitute the entire agreement among the Parties and supersedes
  all prior oral and/or written agreements or understandings among
  the Parties with respect to the transactions contemplated hereby.
  
         8.10   Governing Law.  The Parties agree that this Agreement
  shall be governed by and construed in accordance with the internal
  laws of the State of Mississippi.  No presumption shall be deemed
  to exist in favor of or against any Party as a result of the
  negotiation or preparation of this Agreement.
  
         8.11   Counterparts.  This Agreement may be executed in one or
  more counterparts, each of which shall be deemed an original but
  all of which shall constitute but one and the same instrument.
  
         8.12   Attorneys Fees.  If any action at law or in equity is
  necessary to enforce or interpret the terms of this Agreement, the
  prevailing party, as ultimately determined by the appropriate
  court, shall be entitled to reimbursement of its reasonable
  attorneys' fees, costs and necessary disbursements incurred in
  connection with such action or appeal thereof in addition to any
  other relief to which it may be otherwise entitled either at law or
  in equity.  
  
         <PAGE>
      Brokers.  Except for the separate agreement between
  Seller and Dan Friedman of Enterprise, the Parties represent to
  each other that none of them or their representatives have incurred
  any liability for any broker's, finder's or similar fee in
  connection with this Agreement and the transactions contemplated
  hereby and agree to indemnify and hold the other harmless with
  respect to any claims by brokers through such Party.  Seller shall
  pay the fees of Dan Friedman.
  
         8.14   Officers.  The respective officers who execute this
  Agreement and any certificate or other document required under this
  Agreement, are executing this Agreement and such certificate or
  other document in their respective capacities as officers of such
  entity, and not individually, and the officers shall not be held
  personally liable by virtue thereof to any Party to this Agreement.
  
         IN WITNESS WHEREOF, the Parties hereto have executed this
  Agreement on the day and year written set forth opposite their
  signature.
  
                                           EB INC.
  
  Date: May 31, 1996                       BY: _____________________________
                                           Name: ___________________________
                                           Title: __________________________
  
  
                                           BY: _____________________________
                                           Name: ___________________________
                                           Title: __________________________
  
  
  
  
                                           PARKWAY TEXAS CORPORATION
  
  Date: May 31, 1996                       BY: _____________________________
                                           Name: ___________________________
                                           Title: __________________________
  
  
                                           BY: _____________________________
                                           Name: ___________________________
                                           Title: __________________________
  
  
  
  
                                           THE PARKWAY COMPANY
  
  Date: May 31, 1996                       BY: _____________________________
                                           Name: ___________________________
                                           Title: __________________________
  
  
                                           BY: _____________________________
                                           Name: ___________________________
                                           Title: __________________________
  
  
  
                                           PARKWAY CONGRESS CORPORATION
  
  Date: May 31, 1996                       BY: _____________________________
                                           Name: ___________________________
                                           Title: __________________________
  
  
                                           BY: _____________________________
                                           Name: ___________________________
                                           Title: __________________________
  
  
                                           MTGLQ INVESTORS, LP
  
  Date: May 31, 1996                       BY:  MTGLQ, Inc., Its General Partner
  
                                           BY:______________________________
                                              Peter T. Cirenza, Vice President
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text: SECURITIES AND EXCHANGE COMMISSION
  
                               WASHINGTON, DC  20549
  
                         ----------------------------------
  
                                      FORM 8-K
  
                                   CURRENT REPORT
  
                           Pursuant to Section 13 or 15(d)
                                       of the
                           Securities Exchange Act of 1934
  
  Date of Report (Date of earliest event reported):  May 31, 1996
                                                    -----------------
  
                                 THE PARKWAY COMPANY
  - -------------------------------------------------------------------
       (Exact name of Registrant as specified in its charter)
  
  Texas                       0-12505                      74-2123597 
  - -------------------------------------------------------------------
  (State or other     (Commission File Number)          (IRS Employer
  jurisdiction of                                      Identification
  incorporation)                                           Number)   
  
  300 One Jackson Place, 188 E. Capitol St., Jackson, MS  39201
  - -------------------------------------------------------------------
  (Address of principal executive offices)               (Zip Code)
  
  Registrant's telephone number, including area code (601) 948-4091
                                                     ---------------
  
  - ------------------------------------------------------------------
    (Former name or former address, if changed since last report)
  FORM 8-K
  
                            THE PARKWAY COMPANY
  
  Item 2.       Acquisition or Disposition of Assets.
  
                       On May 31, 1996, a portfolio of 157 mortgage loans
                owned by The Parkway Company or wholly-owned subsidiaries
                of The Parkway Company were sold for $9,890,000 in cash,
                net of estimated expenses, to MTGLQ Investors, LP, a
                Delaware limited partnership which is unrelated to The
                Parkway Company.  The loans had a book value of
                $5,114,000 and the transaction will result in a book gain
                of approximately $4,776,000 ($1.58 per share) in the
                second quarter of 1996.  The purchase price was
                determined based on a discount from the face values of
                the loans.
  
  Item 7.       Financial Statements and Exhibits.
         
                       (b)   Pro Forma Consolidated Financial Statements
  
                             The unaudited Pro Forma Consolidated Financial
                Statements are attached in an Exhibit hereto.
  
                                     THE PARKWAY COMPANY
                       
                                                                         Page
                                                                         ----
                Pro Forma Consolidated Financial Statements                 4
                Pro Forma Consolidated Balance Sheet (Unaudited) -
                  As of March 31, 1996                                      5
                Pro Forma Consolidated Statement of Income (Unaudited)
                  For the Twelve Months Ended December 31, 1995             6
                Pro Forma Consolidated Statement of Income (Unaudited)
                  For the Three Months Ended March 31, 1996                 7
                Notes to Pro Forma Consolidated Financial Statements        8
  
                       (c)   Exhibits.
  
                             Loan Acquisition Agreement between EB, Inc. a
                Mississippi corporation, The Parkway Company, a Texas
                corporation, Parkway Congress Corporation, a Texas
                corporation and Parkway Texas Corporation, a Texas
                corporation, and MTGLQ Investors, LP, a Delaware limited
                partnership.
  FORM 8-K
  
                               THE PARKWAY COMPANY
  
                                    SIGNATURES
  
                Pursuant to the requirements of the Securities Exchange
  Act of 1934, the Registrant has duly caused this report to be
  signed on its behalf by the undersigned hereunto duly authorized.
  
  DATE:         June 14, 1996
  
                                                         THE PARKWAY COMPANY
  
                                                  BY:    /s/Sarah P. Clark
                                                         Sarah P. Clark   
                                                         Vice President, 
                                                         Chief Financial Officer
                                                         Secretary
  Pro Forma Consolidated Financial Statements
                                         (Unaudited)
  
         The following unaudited pro forma consolidated balance sheet
  as of March 31, 1996, and the pro forma consolidated statements of
  income for the twelve months ended December 31, 1995 and the three
  months ended March 31, 1996, give effect to the sale of 157
  mortgage loans.  The pro forma consolidated financial statements
  give effect to the sale of these mortgage loans as if the sale had
  occurred on the first day of the period presented for purposes of
  the pro forma consolidated statements of income or had occurred on
  March 31, 1996 for purposes of the pro forma consolidated balance
  sheet.
  
         The pro forma consolidated financial statements are based on
  the financial statements of Parkway (as filed in Parkway's Form 10-
  QSB for the three months ended March 31, 1996 and Form 10-KSB for
  the year ended December 31, 1995).  These pro forma statements may
  not be indicative of the results that actually would have occurred
  if the transaction had been in effect on the dates indicated or
  which may be obtained in the future.  The pro forma financial
  statements should be read in conjunction with the historical
  financial statements and notes of Parkway referred to above.
  THE PARKWAY COMPANY AND SUBSIDIARIES
                            PRO FORMA CONSOLIDATED BALANCE SHEET
                                       MARCH 31, 1996
                                         (Unaudited)
  
                                    Parkway    Pro Forma   Parkway
                                   Historical Adjustments Pro Forma
                                   ---------- ----------- ---------
                                            (In thousands)
   Assets
   Real estate related investments
     Office buildings...............$ 66,431   $          $ 66,431
     Accumulated depreciation.......  (7,526)               (7,526)
                                    --------   --------   --------
                                      58,905                58,905
     Real estate held for sale
       Land.........................   8,386                 8,386
       Operating properties.........   4,773                 4,773
     Mortgage loans.................  11,511     (5,406)     6,105
     Real estate securities.........   1,993                 1,993
     Real estate partnerships and
       corporate joint venture......     672                   672
                                    --------   --------   --------
                                      86,240     (5,406)    80,834
   Interest and rents receivable and 
     other assets...................   2,559                 2,559
   Cash and cash equivalents........   4,245      9,890     14,135
                                    --------   --------   --------
                                    $ 93,044   $  4,484   $ 97,528
                                    ========   ========   ========
  
   Liabilities
   Mortgage notes payable without 
     recourse.......................$ 33,884   $            33,884
   Mortgage notes payable on wrap 
     mortgages......................   4,602                 4,602
   Accounts payable and other 
     liabilities....................   4,444                 4,444
   Deferred gain....................     292       (292)         -
                                    --------   --------   --------
                                      43,222       (292)    42,930
                                    --------   --------   --------
   Shareholders' Equity
   Common stock, $1.00 par value, 
     10,000,000 shares authorized, 
     3,016,512 in 1996..............   3,017                 3,017
   Additional paid-in capital.......  31,920                31,920
   Retained earnings................  14,175      4,776     18,951
                                    --------   --------   --------
                                      49,112      4,776     53,888
   Unrealized gain on securities....     710                   710
                                    --------   --------   --------
                                      49,822      4,776     54,598
                                    --------   --------   --------
                                    $ 93,044   $  4,484   $ 97,528
                                    ========   ========   ========
  THE PARKWAY COMPANY AND SUBSIDIARIES
                         PRO FORMA CONSOLIDATED STATEMENT OF INCOME
                            FOR THE TWELVE MONTHS ENDED 12/31/95
                                         (Unaudited)
  
                                    Parkway     Pro Forma   Parkway
                                   Historical Adjustments Pro Forma
                                   ---------- ----------- ---------
                                (In thousands, except per share data)
  Revenues 
  Income from real estate 
    properties.......................$ 8,941    $         $ 8,941
  Interest on mortgage loans.........  1,421       (896)      525
  Management company income..........  1,041                1,041
  Equity in earnings
    Real estate companies............    135                  135
    Real estate partnerships and 
      corporate joint venture........    116                  116
  Interest on investments............    167        339       506
  Dividend income....................    601                  601
  Deferred gains and other income....    345                  345
  Gain (loss) on real estate
    and mortgage loans...............  6,552                6,552 
  Gain on securities.................  4,314                4,314
                                     -------    -------   -------
                                      23,633       (557)   23,076
                                     -------    -------   -------
  Expenses
  Real estate owned                                  
    Operating expense................  4,876                4,876
    Interest expense.................  2,230                2,230
    Depreciation and amortization....  1,331                1,331
    Minority interest................   (100)                (100)
  Interest expense
    Notes payable to banks...........    156        156         -
    Notes payable on wrap mortgages..    135                  135
  Management company expenses........    804                  804
  Other expenses.....................  2,299                2,299
                                     -------    -------   -------
                                      11,731       (156)   11,575
                                     -------    -------   -------
  Income before income taxes......... 11,902       (401)   11,501
  Income tax provision...............     82                   82
                                     -------    -------   -------
  Net income.........................$11,820    $  (401)  $11,419
                                     =======    =======   =======
  Net income per share...............$  6.36    $   .21   $  6.15
                                     =======    =======   =======
  Weighted average shares 
    outstanding......................  1,858      1,858     1,858
                                     =======    =======   =======
  THE PARKWAY COMPANY AND SUBSIDIARIES
                         PRO FORMA CONSOLIDATED STATEMENT OF INCOME
                             FOR THE THREE MONTHS ENDED 3/31/96
                                         (Unaudited)
  
                                    Parkway     Pro Forma   Parkway
                                   Historical Adjustments Pro Forma
                                   ---------- ----------- ---------
                                (In thousands, except per share data)
  Revenues 
  Income from real estate 
    properties......................$  3,475    $            3,475
  Management company income.........     279                   279
  Interest on mortgage loans........     564        (231)      333
  Equity in earnings (losses):
    Real estate partnerships and 
      corporate joint venture.......       4                     4
  Loss on securities................    (190)                 (190)
  Interest on investments...........      99         124       223 
  Deferred gains and other income...      47                    47
  Dividend income...................      66                    66
  Gain on real estate and mortgage 
    loans...........................     193                   193
                                    --------    --------   -------
                                       4,537        (107)    4,430  
                                    --------    --------   -------
      
  Expenses
  Real estate owned:                                  
    Operating expense...............   1,677                 1,677
    Interest expense................     655                   655
    Depreciation and amortization...     418                   418
    Minority interest...............     (28)                  (28)
  Interest expense:
    Notes payable on wrap mortgages.     120                   120
  Management company expenses.......     239                   239
  Other expenses....................     669                   669
                                    --------    --------   -------
                                       3,750           -     3,750
                                    --------    --------   -------
  Net income........................$    787    $   (107)  $   680
                                    ========    ========   =======
  
  Net income per share..............$    .26    $   (.03)  $   .23
                                    ========    ========   =======
  
  Weighted average shares 
    outstanding                        3,012       3,012     3,012
                                    ========    ========   =======
  Notes to Pro Forma Consolidated Financials
  
  1.     On May 31, 1996, a portfolio of 157 mortgage loans owned by
         The Parkway Company or wholly-owned subsidiaries of The
         Parkway Company were sold for $9,890,000 in cash, net of
         estimated expenses, to MTGLQ Investors, LP, a Delaware limited
         partnership which is unrelated to The Parkway Company.  The
         loans had a book value of $5,114,000 and the transaction will
         result in a book gain of approximately $4,776,000 ($1.58 per
         share) in the second quarter of 1996.  The purchase price was
         determined based on a discount from the face values of the
         loans.
  
  2.     Interest earned on mortgage loans sold was $896,000 for the
         twelve months ended December 31,1995 and $231,000 for the
         three months ended March 31, 1996.
  
  3.     Cash proceeds of $9,890,000 were assumed to be invested in
         short-term interest bearing accounts earning 5% interest
         annually.  For the twelve months ending December 31, 1995,
         interest expense was adjusted to zero with a net adjustment
         made to interest income.
  LOAN ACQUISITION AGREEMENT
  
         This Loan Acquisition Agreement (this "Agreement") is entered
  into by and between EB Inc., a Mississippi corporation ("EB"), The
  Parkway Company, a Texas corporation ("Parkway"), Parkway Congress
  Corporation, a Texas corporation ("Parkway Congress")  and Parkway
  Texas Corporation, a Texas corporation ("Parkway Texas") and MTGLQ
  Investors, LP, a Delaware limited partnership ("Buyer").
  
         WHEREAS, EB, Parkway Texas, Parkway Congress and Parkway own
  certain Transferred Loans;
  
         WHEREAS, EB, Parkway Texas, Parkway Congress and Parkway
  desire to sell all of their rights, title and interests in and to
  the Transferred Loans to Buyer according to the terms and
  conditions set forth herein; and
  
         WHEREAS, Buyer desires to purchase such rights, title and
  interests in and to the Transferred Loans from EB, Parkway Texas,
  Parkway Congress and Parkway according to the terms and conditions
  set forth herein.
  
         NOW, THEREFORE, in consideration of the premises and the
  respective mutual agreements, covenants, representations and
  warranties contained herein, the sufficiency of which is hereby
  acknowledged, the parties, intending to be legally bound, agree as
  follows:
  
                                          ARTICLE 1      
  
                                         DEFINITIONS
  
         1.1    Terms Defined.  When used in this Agreement, the
  following terms shall have the meaning set forth below:
  
         "Actual Knowledge" shall mean, when referring to Parkway, EB,
  Parkway Texas, Parkway Congress and Buyer, facts actually known to
  the current officers and employees of such Party.
  
         "Agreement" shall mean this Loan Acquisition Agreement among
  EB, Parkway Texas, Parkway Congress, Parkway and Buyer.
  
         "Assignment of Loan Documents, Title Insurance Policies and
  Rights in Escrow Accounts" shall mean the general assignment of
  whatever interest EB, Parkway Texas, Parkway Congress and Parkway
  have, if any, in any Loan Documents, Title Insurance Policies and
  Escrow Accounts related to any Transferred Loan which shall be
  executed by Parkway and/or EB to Buyer on the Closing Date in a
  form reasonably acceptable to the Parties.
  
         "Assignment of Mortgage" shall mean the separate assignment of
  each Mortgage which shall be executed by Parkway or EB on or before
  the Closing Date in a form reasonably acceptable to the Parties.
  
         "Assignment of Rents and Leases" shall mean any collateral
  assignment of rents or leases as security under a Loan Document.
  
         "Buyer" shall mean MTGLQ Investors, LP, a Delaware limited
  partnership.
  
         "Closing Date" shall mean the close of business on May 31,
  1996, or an earlier date to be mutually agreed upon by the Parties.
  
         "Collateral" shall mean any real or personal property,
  including, without limitation, fixtures, tangible, intangible or
  other property referenced as security under any Loan Documents.
  
         "Cutoff Date" shall mean May 1, 1996.
  
         "EB" shall mean EB Inc., a Mississippi corporation.
  
         "Effective Date" shall mean the date this Agreement is signed
  by the last Party to sign. 
  
         "Escrow Accounts" shall mean any escrow accounts for
  Transferred Loans to which EB, Parkway Texas, Parkway Congress or
  Parkway has control or custody.
    
         "Loan File" shall mean all documents relating to any
  Transferred Loan including, without limitation, the documents
  listed in Section 2.3 hereof.
  
         "Loan Documents" shall mean any and all Mortgages, Mortgage
  Notes, Assignments of Rents and Leases, guaranties,
  indemnifications, certificates or other documents listed on the
  Loan Document Schedule or relating to any Transferred Loan and in
  the possession of Seller.
  
         "Loan Document Schedule" shall mean that certain Schedule A
  attached to this Agreement which identifies each Transferred Loan.
  
         "Mortgage" shall mean any mortgage, deed of trust, indenture
  or other security agreement which secures any Collateral under any
  Loan Documents referenced on the Loan Document Schedule.
  
         "Mortgagee" shall mean any Person identified as the mortgagee
  or secured party in any Loan Documents.
  
         "Mortgagor" shall mean any Person who executed any Loan
  Documents as the mortgagor or debtor.
  
         "Note" shall mean any promissory note, recourse or non-
  recourse, relating to any Transferred Loan.
  
         "Parkway" shall mean The Parkway Company, a Texas corporation.
  
         "Parkway Congress" shall mean Parkway Congress Corporation, a
  Texas corporation.
         "Parkway Texas" shall mean Parkway Texas Corporation, a Texas
  corporation.
  
         "Parties" shall mean EB, Parkway Texas, Parkway Congress,
  Parkway and Buyer.
  
         "Person" shall mean any individual, group, partnership, joint
  venture, corporation, organization, trust, association,
  governmental entity or any other entity of any type.
  
         "Purchase Price" shall mean the sum of $9,996,428.27 payable
  in immediately available funds on the Closing Date.  The Purchase
  Price shall be allocated: $6,173,950.70 to EB, $1,525,028.54 to
  Parkway Texas, $261,875.53 to Parkway Congress and $2,035,573.50 
  to Parkway.
  
         "Seller" shall mean EB, Parkway Texas, Parkway Congress and/or
  Parkway as the context may require.  
  
         "Title Insurance Policy" shall mean a mortgagee title
  insurance policy relating to certain Collateral.
  
         "Transferred Loan" shall mean each loan listed on the Loan
  Document Schedule.
  
                                          ARTICLE 2      
                                              
                           MORTGAGE LOANS TO BE SOLD AND ASSIGNED 
                                  TO BUYER, PRICE AND TERMS
  
         2.1    Transaction.  Subject to the terms and conditions
  hereinafter set forth, on the Closing Date, Seller shall sell,
  assign and deliver to Buyer, and Buyer shall purchase, assume and
  receive, all of Seller's respective right, title, interest,
  obligations and liabilities in and to the Transferred Loans, and
  all related Loan Documents, Title Insurance Policies or Escrow
  Accounts.  Buyer acknowledges and agrees that the Transferred Loans
  are owned either by EB, Parkway Texas, Parkway Congress or Parkway
  severally and not jointly and as such each party comprising Seller
  shall be deemed to make only the covenants, representations and
  warranties as to the portion of the Transferred Loans owned by such
  Seller.
  
         2.2    Consideration.  In consideration of the sale and delivery
  of the Transferred Loans to Buyer in accordance with the terms and
  provisions hereof and the representations, warranties and covenants
  of Seller contained herein, Buyer will pay Seller the Purchase
  Price, on the Closing Date.  In consideration of the payment of the
  Purchase Price, Seller shall, on the Closing Date, assign and
  deliver to Buyer all of their respective rights, title and
  interests in and to the Transferred Loans, and all related
  interests in any Loan Documents, Title Insurance Policies or Escrow
  Accounts, in accordance with the terms of this Agreement. Buyer
  shall, on the Closing Date, assume in full all of Seller's
  obligations and responsibilities with respect to each of the
  Transferred Loans, including, without limitation, any liabilities
  or obligation relating to the litigation referenced on the Loan
  Document Schedule. 
  
         2.3    Documentation.  In connection with such transfer and
  assignment, Seller shall, at Closing deliver to, and deposit with,
  Buyer the following documents or instruments with respect to each
  Transferred Loan:
  
                2.3.1  The Note, showing a complete chain of endorsements
  or assignments from the named payee to Seller and endorsed without
  recourse to the order of Buyer;
  
                2.3.2  The Mortgage and any intervening assignments
  thereof with evidence of recording indicated thereon or, where the
  public recording office has retained the original Mortgage or the
  original of any such assignment, a certified copy of the Mortgage
  or such assignment with evidence of recording thereon;
  
                2.3.3  An original and a copy of the related Assignment
  of Mortgage in recordable form;
  
                2.3.4  An original of each assumption or modification
  agreement, if any, relating to any Loan Documents;
  
                2.3.5  An original of each Assignment of Rents and
  Leases, if separate from the Mortgage, with evidence of recording
  indicated thereon, and of any intervening assignment thereof, with
  evidence of recording indicated thereon;
  
                2.3.6  An original Assignment of Seller's interests, if
  any, in all Loan Documents, Title Insurance Policies and Escrow
  Accounts;
  
                2.3.7  A letter authorizing any non-Party servicer of any
  Loan Documents to transfer any Escrow Accounts to a servicer of
  Buyer's choosing; and
  
                2.3.8  The Loan Files. 
  
         2.4    Escrow/Impound Balances.  With respect to each
  Transferred Loan to which Seller is the servicer, Seller shall
  provide Buyer on the Closing Date with immediately available funds
  in the amount of the positive escrow and suspense balances
  associated with the Transferred Loans as of the Cutoff Date, in a
  manner reasonably acceptable to Buyer.  Seller shall provide Buyer
  with accounting statements of escrow and suspense balances
  sufficient to enable Buyer to reconcile as of the Cutoff Date,
  respectively, the amount of such payment with the accounts of the
  Transferred Loans.
  
         2.5    Nature of Conveyance.   The transfer and assignment of
  the Transferred Loans and related Collateral accomplished hereby is
  absolute and intended by the Parties to be a complete sale of such
  Transferred Loans and of Sellers interest in the Collateral.
         2.6    Acceptance by Buyer.  Buyer hereby acknowledges receipt
  of the Note, the Mortgage and the other documents included in the
  Loan File, and any Loan Documents, Title Insurance Policies and
  Escrow Accounts, relating to each Transferred Loan listed on the
  Loan Document Schedule.  The Transferred Loans shall be serviced
  from and after the consummation of this transaction by Buyer or a
  separate entity to be designated by Buyer in its sole discretion.
  
         2.7    AS IS WHERE IS.  EXCEPT AS OTHERWISE EXPRESSLY SET FORTH
  HEREIN, SELLER AND BUYER AGREE THAT THE TRANSFERRED LOANS SHALL BE
  SOLD AND ASSIGNED, AND THAT BUYER SHALL PURCHASE AND ASSUME, ALL
  RIGHTS, TITLE AND INTERESTS IN THE TRANSFERRED LOANS ON THE CLOSING
  DATE, "AS IS, WHERE IS, WITH ALL FAULTS", WITH NO RIGHT OF SET-OFF
  OR REDUCTION IN THE PURCHASE PRICE, AND THAT, EXCEPT FOR SELLER'S
  WARRANTIES EXPRESSLY SET FORTH HEREIN, SUCH SALE SHALL BE WITHOUT
  REPRESENTATION OR WARRANTY OF ANY KIND OR NATURE WHATSOEVER BY
  SELLER, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE,
  INCLUDING, WITHOUT LIMITATION, ANY WARRANTY WITH RESPECT TO THE
  VALUE OF ANY COLLATERAL SECURING ANY TRANSFERRED LOAN, THE CREDIT
  WORTHINESS OF ANY MORTGAGE, THE VALIDITY OR PRIORITY OF ANY
  SECURITY INTEREST WITH RESPECT TO ANY COLLATERAL AND THE
  ENFORCEABILITY OF ANY LOAN DOCUMENTS, AND SELLER DOES HEREBY
  DISCLAIM AND RENOUNCE ALL SUCH REPRESENTATIONS OR WARRANTIES.  
  
         BUYER SPECIFICALLY ACKNOWLEDGES THAT, EXCEPT FOR SELLER'S
  WARRANTIES EXPRESSLY SET FORTH HEREIN, BUYER IS NOT RELYING ON ANY
  REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE WHATSOEVER,
  WHETHER ORAL OR WRITTEN, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE,
  FROM SELLER, AS TO ANY MATTERS CONCERNING THE TRANSFERRED LOANS.
  
         OTHER THAN AS SET FORTH IN ARTICLE 5 OR IN THE DOCUMENTS
  EXECUTED BY SELLER AT CLOSING, BUYER FURTHER ACKNOWLEDGES AND
  AGREES THAT SELLER IS UNDER NO DUTY TO MAKE ANY AFFIRMATIVE
  DISCLOSURES REGARDING ANY MATTER WHICH MAY BE KNOWN TO SELLER, AND
  THAT BUYER IS RELYING SOLELY UPON ITS OWN INSPECTION OF THE
  TRANSFERRED LOANS AND UNDERLYING COLLATERAL AND NOT UPON ANY
  REPRESENTATION MADE TO IT BY SELLER OR ANY OTHER PERSON WHOMSOEVER.  
  
         BUYER ACKNOWLEDGES THAT UPON CLOSING BUYER WILL HAVE COMPLETED
  ITS DUE DILIGENCE WITH RESPECT TO THE TRANSFERRED LOANS AND
  COLLATERAL TO ITS SATISFACTION.  BUYER ACKNOWLEDGES AND AGREES THAT
  BUYER'S OBLIGATIONS HEREUNDER SHALL REMAIN IN FULL FORCE AND EFFECT
  WITH BUYER HAVING NO RIGHT TO DELAY THE CLOSING OR TERMINATE THIS
  AGREEMENT REGARDLESS OF ANY FACTS OR INFORMATION LEARNED BY BUYER
  AFTER THE END OF THE INSPECTION PERIOD.  NOTWITHSTANDING ANYTHING
  HEREIN TO THE CONTRARY, THE AGREEMENTS OF BUYER SET FORTH IN THIS
  SECTION SHALL SURVIVE THE CLOSING AND SHALL NOT BE MERGED THEREIN.
  
                Buyer indicates its acknowledgement of the foregoing by
         initialing this Section below.
  
         Buyer:_____________________
  
         2.8    Expenses of Transaction.  Buyer and Seller shall be
  responsible for the payment from their separate funds of their
  respective expenses, including, without limitation, their
  respective legal and accounting fees incurred in connection with
  this Agreement and the transactions contemplated hereby.
  
         2.9    Other Costs.
  
                2.9.1  Buyer shall be solely responsible for all costs of
  transfer including endorsements to the title insurance policies,
  title and UCC searches, recording fees, any other transfer tax,
  documentary stamp or similar tax or fee which becomes payable by
  reason of the transfer of the Transferred Loans.
  
                2.9.2  Buyer shall arrange for and pay all expenses
  associated with, the shipping and insuring all of the Loan Files at
  or after the Closing Date. 
  
                2.9.3  Buyer shall bear all costs of preparing and
  recording assignments of the Mortgages, Loan Documents and any
  other documents Buyer wishes to record. 
  
                2.9.4  Buyer shall undertake, and shall bear all costs
  and expenses of, transferring any escrow accounts and tax records
  not currently serviced by Seller to a servicer of Buyer's choice.
  
         2.10   Payments Received After Cutoff Date.  Any and all
  principal, interest and escrow/suspense payments and interest
  accruals with respect to each Transferred Loan which are received
  after the Cutoff Date shall be allocated as set forth on the Cutoff
  Schedule attached hereto as Schedule B.
  
         2.11   Pending Legal Proceedings.
  
                (a)    After the Cutoff Date and prior to the Closing Date,
  Seller shall prosecute its legal remedies with respect to the
  Transferred Loans employing the same standards and procedures
  employed as of the date hereof, consistent with the servicing
  practices of prudent mortgage lending institutions and applicable
  law.  Buyer shall reimburse Seller for any costs and legal fees
  incurred by Seller after the Cutoff Date.  Seller shall not have
  any right to participate after the Closing Date for its own account
  in litigation relating to any Transferred Loan sold to Buyer and
  will cooperate with and make its employees who are knowledgeable in
  matters relating to any such litigation reasonably available to
  Buyer.
  
                (b)    With respect to any Transferred Loan which is, as of
  the Closing Date, the subject of litigation, bankruptcy or
  foreclosure, Buyer and Seller agree to cooperate and use their best
  efforts, within thirty (30) days after the Closing Date, to (i)
  notify the Clerk of the Court, any foreclosing trustee and all
  counsel of record in each such proceeding of transfer of the
  Transferred Loan from Seller to Buyer, (ii) file pleadings to
  relieve Seller's counsel of record from further responsibility in
  such litigation (unless said counsel has agreed, with Seller's
  written consent, to represent Buyer in said proceedings at Buyer's
  expense), and (iii) remove Seller as a party in such action and
  substitute Buyer as the real party-in-interest, and change the
  caption thereof accordingly.  In connection therewith, after the
  Closing Date, Buyer shall have the sole responsibility to determine
  the appropriate direction and strategy for such litigation or
  proceeding.  If Buyer fails to use its best efforts to comply with
  the above requirements, Seller, upon prior written notice to Buyer,
  may on Buyer's behalf complete any of the actions specified in
  clauses (i), (ii) and (iii) above.  Buyer acknowledges that its
  failure to comply with the provisions in this paragraph may affect
  Buyer's rights in any such litigation or proceeding (including,
  without limitation, any dismissal with prejudice or the running of
  any statute of limitations), if any such action or proceeding is
  dismissed.  Buyer acknowledges that its obligations with respect to
  any such litigated matter are subject to the indemnification
  provisions of this Agreement.                   
  
                                          ARTICLE 3      
  
                                 [Intentionally left blank]
  
                                          ARTICLE 4      
  
                                         INSPECTION
  
         4.1    Inspection Period.  Buyer acknowledges that it has had
  the opportunity to inspect each Loan File prior to execution of
  this Agreement and to conduct such due diligence as Buyer deemed
  necessary.
  
         4.2    Access.  During normal business hours prior to Closing
  and with prior notice, Seller agrees to give to Buyer and its
  agents and representatives reasonable access to the Loan Files.  At
  Buyer's expense, Buyer and/or Buyer's agents and representatives
  may copy any documents contained in the Loan Files.    BY
  FURNISHING THE LOAN FILES NEITHER SELLER NOR ANY OF THEIR
  RESPECTIVE AGENTS, PARTNERS, OFFICERS, DIRECTORS, EMPLOYEES, OR
  ATTORNEYS, NOR ANY OTHER PARTY RELATED IN ANY WAY TO ANY OF THE
  FOREGOING, SHALL BE DEEMED TO HAVE MADE ANY REPRESENTATION OR
  WARRANTY OF ANY KIND OR NATURE WHATSOEVER WITH RESPECT TO ANY
  MATTER SET FORTH, CONTAINED OR ADDRESSED IN SUCH MATERIALS,
  DOCUMENTS, REPORTS OR AGREEMENTS, INCLUDING, BUT NOT LIMITED TO,
  THE ACCURACY AND COMPLETENESS THEREOF, EXCEPT AS OTHERWISE STATED
  IN ARTICLE 5 OR IN THE DOCUMENTS EXECUTED BY SELLER AT CLOSING.
  
                                          ARTICLE 5      
  
                          REPRESENTATIONS AND WARRANTIES OF SELLER
  
         Each party comprising Seller makes the following
  representations and warranties with respect to the Transferred
  Loans owned by such Party, as of the date of execution of this
  Agreement and as of the Closing Date, which shall, in accordance
  with section 8.4 survive for a two year period beginning on the
  Closing Date, after which time such warranties and representations
  shall be null, void, and of no further force or effect:
  
         5.1    Authority.  EB, Parkway Texas, Parkway Congress and
  Parkway are corporations, duly formed, organized, existing and in
  good standing under the laws of the States of Mississippi, Texas,
  Texas and Texas, respectively.  Seller has full legal right, power
  and authority to execute and fully perform their obligations under
  this Agreement.  The execution, delivery and performance of this
  Agreement by Seller and all transactions contemplated hereby have
  been duly authorized and will not result in violation of any of the
  terms and provisions of its Certificate or Articles of
  Incorporation or Bylaws.  
  
         5.2    Compliance with Obligations.  Neither the execution and
  delivery of this Agreement nor the consummation of the transactions
  contemplated hereby will (i) conflict with or constitute a breach
  of, or constitute a default under or an event which, with or
  without notice or lapse of time or both, would be a breach of or
  default under Seller's Certificate or Articles of Incorporation,
  Bylaws or other corporate governing documents; (ii) conflict with
  or constitute a breach of, or constitute a default under or an
  event which, with or without notice or lapse of time or both, would
  be a breach of or default under or give rise to any right of
  termination or acceleration under, any agreement, indenture,
  mortgage, deed of trust or other instrument or undertaking to which
  Seller is a party or by which any of the Transferred Loans are
  subject, (iii) constitute a violation of any law, regulation,
  judgment, order or decree applicable to Seller, (iv) result in the
  creation or imposition of any lien, charge or encumbrance upon any
  of the Transferred Loans or (v) except as set forth in the Loan
  Documents require any consent, approval, authorization, order,
  license or permit from any Person.
  
         5.3    Loan Document Schedule.  The information set forth in the
  Loan Document Schedule is true and correct in all material
  respects.  
  
         5.4    Ownership.  Immediately prior to the transfer and
  assignment of each Transferred Loan to Buyer, Seller had title to,
  and were the sole owners of, each Transferred Loan, and had full
  right and authority to transfer and assign such Transferred Loan to
  Buyer pursuant to this Agreement.  Seller has not granted any
  liens, charges or encumbrances or any ownership or participation
  interests in favor of any other Person except as set forth on the
  Loan Document Schedule.
         5.5    Current Loan Status.  To Seller's Actual Knowledge and
  except as set forth on the Loan Document Schedule, no facts
  currently exist which would impair the validity or the
  enforceability of the Transferred Loans, and there is no default,
  breach, violation or event of acceleration currently existing under
  the Transferred Loans, and Seller has not knowingly waived any such
  default, breach, violation or event of acceleration.  Seller has no
  Actual Knowledge that the lien position with respect to a Mortgage
  is different than the lien position set forth in the Title
  Insurance Policy applicable to such Mortgage.
  
         5.6    Modification of Loan Terms.  To Seller's Actual Knowledge
  and except as set forth on the Loan Document Schedule, the terms of
  the related Note and Mortgage have not been impaired, waived,
  altered or modified by Seller in any respect, except by written
  instruments included in the related Loan File and no related
  Mortgagor or guarantor, if any, has been released, in whole or in
  part, by Seller, from its/their obligations under the applicable
  Note, Mortgage or any guaranty related to such Note, as the case
  may be, other than pursuant to a written release previously
  approved in writing, copies of which are included in the relevant
  Loan File.
  
         5.7    Loan Proceeds.  To Seller's Actual Knowledge, the
  proceeds of each Transferred Loan has been fully disbursed, or, in
  cases of partial disbursement there is no requirement for future
  advances thereunder, and any and all requirements imposed by the
  Mortgagee as to completion of any on-site or off-site improvements
  and as to disbursements of any escrow funds therefor have been
  complied with.
  
                                          ARTICLE 6      
  
                           REPRESENTATIONS AND WARRANTIES OF BUYER
  
         Buyer makes the following representations and warranties, as
  of the date of execution of this Agreement and as of the Closing
  Date, which shall, in accordance with section 8.4, survive for a
  two year period beginning on the Closing Date, after which time
  such warranties and representations shall be null, void, and of no
  further force or effect:
  
         6.1    Authority.  Buyer is a Delaware limited partnership duly
  formed, organized, existing and in good standing under the laws of
  the State of Delaware.  Buyer has full legal right, power and
  authority to execute and fully perform its obligations under this
  Agreement.  The execution, delivery and performance of this
  Agreement by Buyer and all transactions contemplated hereby have
  been duly authorized and will not result in violation of any of the
  terms and provisions of its certificate of limited partnership or
  partnership agreement.  
  
         6.2    Compliance with Obligations.  Neither the execution and
  delivery of this Agreement nor the consummation of the transactions
  contemplated hereby will (i) conflict with or constitute a breach
  of, or constitute a default under or an event which, with or
  without notice or lapse of time or both, would be a breach of or
  default under Buyer's certificate of limited partnership,
  partnership agreement or any other governing documents; (ii)
  conflict with or constitute a breach of, or constitute a default
  under or an event which, with or without notice or lapse of time or
  both, would be a breach of or default under or give rise to any
  right of termination or acceleration under, any agreement,
  indenture, mortgage, deed of trust or other instrument or
  undertaking to which Buyer is a party, (iii) constitute a violation
  of any law, regulation, judgment, order or decree applicable to
  Buyer, or (iv) require any consent, approval, authorization, order,
  license or permit from any Person.
  
         6.3    Inspection.  Buyer has made, as of the expiration of the
  Inspection Period, an independent investigation, to the extent
  Buyer deems necessary or appropriate, concerning the Transferred
  Loans, including an investigation of the related Loan Files and the
  physical condition and value of the Collateral.
  
         6.4    No Other Seller Representations.  Except as expressly set
  forth herein, Buyer acknowledges that no representations or
  warranties, express or implied, have been made by Seller or their
  representatives.
  
         6.5    Inspection Acknowledgement.  BUYER HEREBY EXPRESSLY
  ACKNOWLEDGES THAT IT HAS INSPECTED AND EXAMINED OR WILL INSPECT AND
  EXAMINE THE TRANSFERRED LOANS, THE RELATED LOAN FILES AND THE
  COLLATERAL TO THE EXTENT DEEMED NECESSARY BY BUYER IN ORDER TO
  ENABLE BUYER TO EVALUATE THE PURCHASE OF THE TRANSFERRED LOANS. 
  BUYER REPRESENTS THAT IT IS A KNOWLEDGEABLE BUYER OF LOANS AND
  THAT, EXCEPT AS SET FORTH IN ARTICLE 5, IT IS RELYING SOLELY ON ITS
  OWN EXPERTISE AND THAT OF BUYER'S CONSULTANTS, AND THAT BUYER HAS
  CONDUCTED OR WILL CONDUCT COMPREHENSIVE INSPECTIONS AND
  INVESTIGATIONS OF THE TRANSFERRED LOANS, LOAN FILES AND, IF IT
  DEEMS NECESSARY, THE COLLATERAL.  BUYER FURTHER ACKNOWLEDGES AND
  AGREES THAT BUYER IS ACQUIRING THE TRANSFERRED LOANS ON AN "AS IS,
  WHERE IS, WITH ALL FAULTS BASIS", WITHOUT REPRESENTATIONS,
  WARRANTIES OR COVENANTS, EXPRESS OR IMPLIED, OF ANY KIND OR NATURE,
  OTHER THAN AS EXPRESSLY SET FORTH HEREIN.
  
                                          ARTICLE 7      
  
                                       INDEMNIFICATION
  
         7.1    Indemnification by Sellers.  Each Party comprising Seller
  does, solely with respect to its own actions or omissions in
  connection with the Transferred Loans owned by such Party, hereby
  indemnify and hold Buyer and its respective agents and attorneys
  harmless from and against the following:
  
                       (i)   any and all losses, claims, liabilities,
                damages, deficiencies, costs and expenses suffered or
                incurred by Buyer resulting from a material breach of any
                representation, warranty or covenant contained herein;
                and
  
                       (ii)  any and all actions, suits, proceedings,
                claims, complaints, demands, assessments, judgments,
                costs and expenses suffered or incurred by Buyer,
                including reasonable attorneys' fees and disbursements,
                incident to any such indemnified matter.
  
         7.2    Indemnification by Buyer.  Buyer does hereby indemnify
  and hold each of the Parties comprising Seller and their respective
  agents and attorneys harmless from and against the following:
  
                       (i)   any and all losses, claims, liabilities,
                damages, deficiencies, costs and expenses suffered or
                incurred by Seller resulting from:  (a) a material breach
                of any representation, warranty or covenant contained
                herein; and (b) Buyer's ownership, servicing or
                management of any Transferred Loan, including, without
                limitation, all litigation referenced on the Loan
                Document Schedule and assumed by Buyer.
         
                       (ii)  any and all actions, suits, proceedings,
                claims, complaints, demands, assessments, judgments,
                costs and expenses suffered or incurred by such Sellers,
                including reasonable attorneys' fees and disbursements,
                incident to any such indemnified matter.
  
         7.3    Notice of Third-Party Claims.  If any action, suit or
  proceeding shall be commenced against, or any claim or demand shall
  be asserted against, Seller or Buyer, in respect of which a Party
  proposes to seek indemnification under this Article 7, the Party
  seeking indemnification (singly or collectively the "Indemnitee")
  shall give prompt notice to the other Party (singly or collectively
  the "Indemnitor") thereof, and shall permit the Indemnitor, at its
  sole cost and expense, to assume the defense of any such claim or
  any litigation resulting therefrom; provided, however, that the
  Indemnitee shall have the option, at its own expense, to
  participate in the defense thereof.  Failure by the Indemnitor to
  notify the Indemnitee of its election to defend any such action
  within fifteen (15) days after notice thereof shall be deemed a
  waiver by the Indemnitor of its right to defend such action.  In
  the defense of such claim or any litigation resulting therefrom,
  the Indemnitor shall not, without the written consent of the
  Indemnitee: (a) consent to the entry of any judgment, or (b) enter
  into any settlement which does not include as an unconditional term
  thereof the giving by the claimant or the plaintiff to the
  Indemnitee of a release from all liability in respect to such claim
  or litigation.  If such defense is unsuccessful or abandoned by the
  Indemnitor, then, upon the Indemnitor's failure to pay an amount
  sufficient to discharge any such claim or judgment, the Indemnitee
  may pay and settle the same and the Indemnitor's liability shall be
  conclusively established by any such payment.  If the Indemnitor
  fails to assume the defense of any such claim or litigation
  resulting therefrom, the Indemnitee may defend against and settle
  such claim or litigation in such manner as it may deem appropriate
  and the Indemnitor shall promptly reimburse the Indemnitee for the
  amount of all expenses, legal or otherwise, incurred by the
  Indemnitee in connection with the defense against or settlement of
  such claim or litigation.  If no settlement is made, the Indemnitor
  shall promptly reimburse the Indemnitee for the amount of any
  judgment rendered with respect to such claim or such litigation and
  of all expenses, legal or otherwise, incurred by the Indemnitee in
  the defense thereof.
  
                                          ARTICLE 8      
  
                                        MISCELLANEOUS
  
         8.1    Transferred Loans to which Seller Is the Servicer.  With
  respect to any Transferred Loans to which Seller is the servicer:
  
                8.1.1  Notice to Mortgagors. Buyer shall, at its expense,
  mail to each Mortgagor a letter with a copy of said letter to
  Seller advising the Mortgagor of the transfer of the servicing to
  Buyer in accordance with the Cranston-Gonzalez National Affordable
  Housing Act (Pub. L. 101-625), as amended, if applicable, or any
  other applicable laws or regulations and in any event, no later
  than fifteen (15) days after the Closing Date; provided, however,
  the content and format of the letter shall have the prior written
  approval of Seller.
  
                8.1.2  Loan Payments Received Prior to Closing Date. 
  Prior to the Closing Date, all payments received by Seller on each
  Transferred Loan shall be properly applied by Seller to the account
  of the particular Mortgagor subject to the provisions of Section
  2.10.
  
                8.1.3  Loan Payments Received After Closing Date.  Any
  payments received by Seller after the Closing Date that relate to
  the Transferred Loan shall forthwith be endorsed to Buyer and
  delivered to Buyer along with identification of the customer.
  
         8.2    Nonwaiver.  No waiver by a Party of any provision of this
  Agreement shall be deemed to have been made unless expressed in
  writing and signed by such Party.
         
        Notice.  Any notice, request, instruction or other
  document to be given or furnished under this Agreement by any Party
  to the other Parties shall be in writing and shall be delivered
  personally or shall be sent by facsimile transmission or registered
  or certified mail, postage prepaid, or by prepaid overnight
  delivery service, at the addresses or telecopy number shown in this
  Section 8.3 or to such other address, telecopy number or person as
  any party may designate by written notice to the other parties.  A
  notice, request, instruction or other document shall be deemed to
  be given (i) when delivered personally, (ii) when sent by facsimile
  transmission, or (iii) if sent by certified mail or overnight
  delivery service, at the time of delivery as indicated on the duly
  completed U. S. Postal Service return receipt or the time of
  package pickup as indicated on the records of or certificates
  provided by the overnight delivery service.  Any notice from a
  party to the other parties may be given by counsel for such party
  rather than directly by such party.
  
  If to any Seller, addressed to the specific Seller at the following
  address:
  
  Address:             Attn:  David R. Fowler            
                       188 East Capitol Street
                       Suite 300, One Jackson Place
                       Jackson, Mississippi  39201
                       Telephone:          (601) 948-4091
                       Facsimile:          (601) 949-4077
  
  BUYER                MTGLQ Investors, LP
                       
  Address:             c/o Security National
                       11911 Justice Avenue
                       Baton Rouge, Louisiana  70816
                       Attention:  Jack J. Mendheim
                       Telephone: (504) 293-0095
                       Facsimile: (504) 293-8891
  Survival.  Each of the Parties' representations,
  warranties and covenants and all other provisions contained in this
  Agreement or in any document given or furnished under or in
  connection with this Agreement shall survive the Closing for a
  period of two years except for the provisions of Section 7.2 which
  shall survive for the duration of the statute of limitations
  relating to the underlying Transferred Loan.  At the applicable
  time, all of the representations and warranties made in this
  Agreement shall be deemed null, void, and without any further force
  or effect.
  
         8.5    Further Assurances.  The Parties hereto shall execute and
  deliver such further instruments, documents and agreements as may
  be reasonably necessary or appropriate to carry out the terms and
  provisions of this Agreement.  
  
         8.6    Construction.  When the context so requires in this
  Agreement, words of gender shall include either or both of the
  other genders and the singular number shall include the plural. The
  headings of the sections of this Agreement are inserted for
  convenience of reference only and shall not be deemed to constitute
  a part hereof and shall not be deemed to limit, expand or modify in
  any way the provisions of this Agreement.  
  
         8.7    Assignment.  This Agreement shall be binding upon the
  Parties hereto, and their representatives, successors and assigns,
  if any.  This Agreement shall not be assignable without the prior
  express written consent of all Parties hereto.
  
         8.8    Amendments.  This Agreement may be amended only by
  written agreement executed by the Parties hereto.
  
         8.9    Entire Agreement.  This Agreement, together with the
  schedules attached hereto and made a part hereof by this reference,
  constitute the entire agreement among the Parties and supersedes
  all prior oral and/or written agreements or understandings among
  the Parties with respect to the transactions contemplated hereby.
  
         8.10   Governing Law.  The Parties agree that this Agreement
  shall be governed by and construed in accordance with the internal
  laws of the State of Mississippi.  No presumption shall be deemed
  to exist in favor of or against any Party as a result of the
  negotiation or preparation of this Agreement.
  
         8.11   Counterparts.  This Agreement may be executed in one or
  more counterparts, each of which shall be deemed an original but
  all of which shall constitute but one and the same instrument.
  
         8.12   Attorneys Fees.  If any action at law or in equity is
  necessary to enforce or interpret the terms of this Agreement, the
  prevailing party, as ultimately determined by the appropriate
  court, shall be entitled to reimbursement of its reasonable
  attorneys' fees, costs and necessary disbursements incurred in
  connection with such action or appeal thereof in addition to any
  other relief to which it may be otherwise entitled either at law or
  in equity.
  Brokers.  Except for the separate agreement between
  Seller and Dan Friedman of Enterprise, the Parties represent to
  each other that none of them or their representatives have incurred
  any liability for any broker's, finder's or similar fee in
  connection with this Agreement and the transactions contemplated
  hereby and agree to indemnify and hold the other harmless with
  respect to any claims by brokers through such Party.  Seller shall
  pay the fees of Dan Friedman.
  
         8.14   Officers.  The respective officers who execute this
  Agreement and any certificate or other document required under this
  Agreement, are executing this Agreement and such certificate or
  other document in their respective capacities as officers of such
  entity, and not individually, and the officers shall not be held
  personally liable by virtue thereof to any Party to this Agreement.
  
         IN WITNESS WHEREOF, the Parties hereto have executed this
  Agreement on the day and year written set forth opposite their
  signature.
  
                                           EB INC.
  
  Date: May 31, 1996                       BY: _____________________________
                                           Name: ___________________________
                                           Title: __________________________
  
                                           BY: _____________________________
                                           Name: ___________________________
                                           Title: __________________________
  
                                           PARKWAY TEXAS CORPORATION
  
  Date: May 31, 1996                       BY: _____________________________
                                           Name: ___________________________
                                           Title: __________________________
  
                                           BY: _____________________________
                                           Name: ___________________________
                                           Title: __________________________
  
                                           THE PARKWAY COMPANY
  
  Date: May 31, 1996                       BY: _____________________________
                                           Name: ___________________________
                                           Title: __________________________
  
                                           BY: _____________________________
                                           Name: ___________________________
                                           Title: __________________________
  
                                           PARKWAY CONGRESS CORPORATION
  
  Date: May 31, 1996                       BY: _____________________________
                                           Name: ___________________________
                                           Title: __________________________
  
                                           BY: _____________________________
                                           Name: ___________________________
                                           Title: __________________________
  
                                           MTGLQ INVESTORS, LP
  
  Date: May 31, 1996                       BY:  MTGLQ, Inc., Its General Partner
  
                                           BY:______________________________
                                              Peter T. Cirenza, Vice President