content: UNITED STATES
  
                 SECURITIES AND EXCHANGE COMMISSION
                                  
                        WASHINGTON, DC  20549
                                  
                 ----------------------------------
                                  
                              FORM 8-K
                                  
                                  
                           CURRENT REPORT
                                  
                                  
                   Pursuant to Section 13 or 15(d)
                               of the
                   Securities Exchange Act of 1934
  
  
  Date  of Report (Date of earliest event reported): June 27,  1997
                                                     --------------
  
  
                      PARKWAY PROPERTIES, INC.
  ------------------------------------------------------------------
       (Exact name of Registrant as specified in its charter)
  
  
  
  Maryland                    1-11533                   74-2123597
  ------------------------------------------------------------------
  (State or other     (Commission File Number)        (IRS Employer
  jurisdiction of                                    Identification
  incorporation)                                         Number)
  
  One Jackson Place Suite 1000
    188 East Capitol Street
        P. O. Box 24647
       Jackson,  Mississippi                                 39225-
  4647
  ------------------------------------------------------------------
  (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
                                  
                      PARKWAY PROPERTIES, INC.
  
  
  Item 5.   Other Events.
  
            On March 31, 1997, a limited partnership in which Parkway
  Properties,  Inc.  is a 99% limited partner  and  a  wholly-owned
  subsidiary  is  a  1%  general  partner  purchased  the  Meridian
  Building in Atlanta, Georgia.  The Meridian Building is  a  five-
  story  office  building consisting of approximately  100,932  net
  rentable  square  feet  with an attached  330  space  three-level
  parking  deck.   It  is  located in the  Northwest  submarket  of
  Atlanta  near  the intersection of I-75 and I-285.  The  purchase
  price of $10,500,000 was funded with existing cash reserves.
       
        On  April  4, 1997, a limited partnership in which  Parkway
  Properties,  Inc.  is a 99% limited partner  and  a  wholly-owned
  subsidiary is a 1% general partner purchased the Vestavia  Centre
  in Birmingham, Alabama.  The Vestavia Centre office building is a
  four-story office building consisting of approximately 75,880 net
  rentable  square  feet.   The purchase price  of  $4,650,000  was
  funded with existing cash reserves.
       
        On  May  1,  1997, a limited partnership in  which  Parkway
  Properties,  Inc.  is a 99% limited partner  and  a  wholly-owned
  subsidiary  is  a  1% general partner purchased the  Sugar  Grove
  office  building  in  the  Sugar  Land/Southwest  Houston,  Texas
  submarket.  The  Sugar  Grove  office  building  is  a  six-story
  building with approximately 122,682 net rentable square feet. The
  purchase  price  of  $7,730,000 was  funded  with  existing  cash
  reserves  and bank borrowings of $7,445,000 on a line  of  credit
  with Deposit Guaranty National Bank at a rate equal to the 90-day
  LIBOR rate plus 1.75%, currently 7.5625%.
  
  
  Item 7.   Financial Statements and Exhibits.
  
       (a)  Financial Statements
  
        The  following audited financial statement of the  Meridian
  Building for the year ended December 31, 1996 is attached hereto.
  Also  included is the unaudited financial statement for the three
  months ended March 31, 1997.
  
                                                              Page
                                                              ----
       Report of Independent Auditors                           4
       Statement of Rental Revenue and
         Direct Operating Expenses                              5
       Notes to Statement of Rental Revenue
         and Direct Operating Expenses                          6
  
       The following audited financial statement of Vestavia Centre
  for  the  year  ended December 31, 1996 is attached hereto.  Also
  included  is  the  unaudited financial statement  for  the  three
  months ended March 31, 1997.
  
  
                                                              Page
                                                              ----
       Report of Independent Auditors                           8
       Statement of Rental Revenue and
         Direct Operating Expenses                              9
       Notes to Statement of Rental Revenue
         and Direct Operating Expenses                         10
  
       The following audited financial statement of Sugar Grove for
  the  year  ended  December  31, 1996  is  attached  hereto.  Also
  included  is  the  unaudited financial statement  for  the  three
  months ended March 31, 1997.
  
                                                              Page
                                                              ----
       Report of Independent Auditors                          12
       Statement of Rental Revenue and
         Direct Operating Expenses                             13
       Notes to Statement of Rental Revenue
         and Direct Operating Expenses                         14
  
  
  
       (b)  Pro Forma Consolidated Financial Statements
  
        The  following  unaudited Pro Forma Consolidated  Financial
  Statements are attached hereto.
  
                      PARKWAY PROPERTIES, INC.
                                  
                                                              Page
                                                              ----
  Pro Forma Consolidated Financial Statements (Unaudited)      16
  Pro Forma Consolidated Balance Sheet (Unaudited) -
    As of March 31, 1997                                       18
  Pro Forma Consolidated Statement of Income (Unaudited) -
    For the Year Ended December 31, 1996                       19
  Pro Forma Consolidated Statement of Income (Unaudited) -
    For the Three Months Ended March 31, 1997                  20
  Notes to Pro Forma Consolidated Financial
    Statements (Unaudited)                                     21
  
                   Report of Independent Auditors
  
  
  The Board of Directors
  Parkway Properties, Inc.
  
  We  have audited the accompanying statement of rental revenue and
  direct  operating expenses of the Meridian Building for the  year
  ended December 31, 1996. This statement is the responsibility  of
  management.  Our responsibility is to express an opinion on  this
  statement based on our audit.
  
  We  conducted  our  audit in accordance with  generally  accepted
  auditing  standards.  Those standards require that  we  plan  and
  perform  the  audit to obtain reasonable assurance about  whether
  the statement of rental revenue and direct operating expenses  is
  free of material misstatement.  An audit includes examining, on a
  test  basis,  evidence supporting the amounts and disclosures  in
  the  statement.  An audit also includes assessing the  accounting
  principles used and significant estimates made by management,  as
  well  as  evaluating  the  overall  statement  presentation.   We
  believe  that  our  audit  provides a reasonable  basis  for  our
  opinion.
  
  The  accompanying  statement  was prepared  for  the  purpose  of
  complying  with  the rules and regulations of the Securities  and
  Exchange  Commission  for  inclusion  in  Form  8-K  of   Parkway
  Properties,  Inc. as described in Note 2, and is not intended  to
  be a complete presentation of the Meridian Building's revenue and
  expenses.
  
  In  our  opinion,  the  statement of rental  revenue  and  direct
  operating  expenses  referred to above presents  fairly,  in  all
  material  respects,  the  rental  revenue  and  direct  operating
  expenses  described in Note 2 of the Meridian  Building  for  the
  year  ended  December  31,  1996, in  conformity  with  generally
  accepted accounting principles.
  
  We have compiled the accompanying statement of rental revenue and
  direct operating expenses of the Meridian Building for the  three
  months  ended March 31, 1997 in accordance with the Statement  on
  Standards  for  Accounting  and Review  Services  issued  by  the
  American Institute of Certified Public Accountants. A compilation
  is  limited  to  presenting in the form  of  financial  statement
  information  that is the representation of management.   We  have
  not  audited  or  reviewed the statement of  rental  revenue  and
  direct operating expenses of the Meridian Building for the  three
  months  ended March 31, 1997 and, accordingly, do not express  an
  opinion or any other form of assurance on the statement.
  
  
  Jackson, Mississippi                    /s/ Ernst & Young LLP
  June 25, 1997
  
  
                          Meridian Building
                                  
                     Statement of Rental Revenue
                    and Direct Operating Expenses
                                  
                                  
  
                                 Year Ended       Three months Ended
                              December 31, 1996     March 31, 1997
                              -----------------   ------------------
                                                      (unaudited)
  
  Rental revenue:
   Minimum rents ...............   $823,449           $353,852
   Reimbursed charges and
     other income...............     19,899                  -
                                   --------           --------
                                    843,348            353,852
                                   --------           --------
  
  Direct operating expenses
   (Note 2):
    Utilities...................    135,913             39,629
    Real estate taxes...........     71,830             17,515
    Maintenance services
     and supplies...............     95,338             19,244
    Janitorial services
     and supplies...............     37,445             15,115
    Management fees (Note 3)....     46,885             14,786
    Landscape maintenance.......     26,272              4,418
    Security services...........     23,023              6,309
    Administrative and
      miscellaneous expenses....     66,414              5,923
                                 ----------         ----------
                                    503,120            122,939
                                 ----------         ----------
  Excess of rental revenue over
   direct operating expenses....   $340,228           $230,913
                                 ==========         ==========
  
                       See accompanying notes.
                                  
                                  
                         Meridian Building                                
  
                Notes to Statement of Rental Revenue
                    and Direct Operating Expenses
                                  
  
  1.  Organization and Significant Accounting Policies
  
  Description of Property
  
  On  March  31,  1997,  a  limited partnership  in  which  Parkway
  Properties,  Inc.  is a 99% limited partner  and  a  wholly-owned
  subsidiary  is  a  1%  general  partner  purchased  the  Meridian
  Building  (the "Building") in Atlanta, Georgia from an  unrelated
  party.   The  Building contains approximately 101,000 (unaudited)
  square feet of rentable area.
  
  Rental Income
  
  Minimum rents from leases are accounted for ratably over the term
  of each lease.  Tenant reimbursements are recognized as income as
  the applicable services are rendered or expenses incurred.
  
  The  future minimum rents on non-cancelable operating  leases  at
  December 31, 1996 are as follows:
  
                          Year            Amount
                     --------------------------------
                          1997         $ 1,676,000
                          1998           1,630,000
                          1999           1,624,000
                          2000           1,624,000
                          2001             757,000
                                       -----------
                                       $ 7,311,000
                                       ===========
  
  The  above  amounts  do  not  include tenant  reimbursements  for
  utilities, insurance and common area maintenance.
  
  Two  tenants'  leases  accounted for  approximately  92%  of  the
  Building's  1996  rental revenue.  These tenants'  leases  expire
  January 31, 2001 and June 30, 2001.
  
  
  
                          Meridian Building
                                  
                Notes to Statement of Rental Revenue
              and Direct Operating Expenses (continued)
  
  
  2.  Basis of Accounting
  
  The accompanying statement of rental revenue and direct operating
  expenses  is  presented on the accrual basis.  The statement  has
  been  prepared  in  accordance  with  the  applicable  rules  and
  regulations  of the Securities and Exchange Commission  for  real
  estate  properties acquired.  Accordingly, the statement excludes
  certain  expenses,  such as depreciation  and  mortgage  interest
  expense,  which  would not be comparable to the  proposed  future
  operations  of  the  Building. Management is  not  aware  of  any
  material  factors relating to the Building that would  cause  the
  reported  financial information not to be necessarily  indicative
  of future operating results.
  
  3.  Management Fees
  
  Monthly  management  fees  of the greater  of  $2,500  or  4%  of
  revenues  received from the operations of the Building were  paid
  to an unrelated management company.
                                  
                                  
                   Report of Independent Auditors
                                  
  
  The Board of Directors
  Parkway Properties, Inc.
  
  We  have audited the accompanying statement of rental revenue and
  direct  operating expenses of Vestavia Centre for the year  ended
  December  31,  1996.  This  statement is  the  responsibility  of
  management.  Our responsibility is to express an opinion on  this
  statement based on our audit.
  
  We  conducted  our  audit in accordance with  generally  accepted
  auditing  standards.  Those standards require that  we  plan  and
  perform  the  audit to obtain reasonable assurance about  whether
  the statement of rental revenue and direct operating expenses  is
  free of material misstatement.  An audit includes examining, on a
  test  basis,  evidence supporting the amounts and disclosures  in
  the  statement.  An audit also includes assessing the  accounting
  principles used and significant estimates made by management,  as
  well  as  evaluating  the  overall  statement  presentation.   We
  believe  that  our  audit  provides a reasonable  basis  for  our
  opinion.
  
  The  accompanying  statement  was prepared  for  the  purpose  of
  complying  with  the rules and regulations of the Securities  and
  Exchange  Commission  for  inclusion  in  Form  8-K  of   Parkway
  Properties, Inc., as described in Note 2, and is not intended  to
  be  a  complete  presentation of Vestavia  Centre's  revenue  and
  expenses.
  
  In  our  opinion,  the  statement of rental  revenue  and  direct
  operating  expenses  referred to above presents  fairly,  in  all
  material  respects,  the  rental  revenue  and  direct  operating
  expenses  described  in Note 2 of Vestavia Centre  for  the  year
  ended  December  31, 1996, in conformity with generally  accepted
  accounting principles.
  
  We have compiled the accompanying statement of rental revenue and
  direct operating expenses of Vestavia Centre for the three months
  ended  March  31,  1997  in  accordance  with  the  Statement  on
  Standards  for  Accounting  and Review  Services  issued  by  the
  American Institute of Certified Public Accountants. A compilation
  is  limited  to  presenting in the form of a financial  statement
  information  that is the representation of management.   We  have
  not  audited  or  reviewed the statement of  rental  revenue  and
  direct operating expenses of Vestavia Centre for the three months
  ended  March 31, 1997 and, accordingly, do not express an opinion
  or any other form of assurance on the statement.
  
  
  Jackson, Mississippi                    /s/ Ernst & Young LLP
  June 20, 1997
  
                           Vestavia Centre
                                  
                     Statement of Rental Revenue
                    and Direct Operating Expenses
                                  
                                  
  
                                 Year Ended       Three Months Ended
                              December 31, 1996     March 31, 1997
                              -----------------   ------------------
                                                      (unaudited)
  
  Rental revenue:
   Minimum rents ...............   $864,267           $238,222
   Reimbursed charges and
     other income...............     13,928              1,399
                                   --------           --------
                                    878,195            239,621
                                   --------           --------
  
  Direct operating expenses
   (Note 2):
    Utilities...................    130,138             26,725
    Real estate taxes...........     33,230              8,308
    Maintenance services and
      and supplies..............     81,775             19,069
    Janitorial services
      and supplies..............     49,754             13,802
    Management fees (Note 3)....     51,055             12,087
    Insurance...................     14,703              5,314
    Security service............     12,766              3,003
    Administrative and
     miscellaneous expenses.....     20,812              2,510
                                   --------           --------
                                    394,233             90,818
                                   --------           --------
  Excess of rental revenue over
    direct operating expenses...   $483,962           $148,803
                                   ========           ========
                                  
                                  
                       See accompanying notes.
                                  
                                  
                           Vestavia Centre
                                  
                Notes to Statement of Rental Revenue
                    and Direct Operating Expenses
                                  
  
  1.  Organization and Significant Accounting Policies
  
  Description of Property
  
  On  April  4,  1997,  a  limited  partnership  in  which  Parkway
  Properties,  Inc.  is a 99% limited partner  and  a  wholly-owned
  subsidiary is a 1% general partner purchased Vestavia Centre (the
  "Building") in Birmingham, Alabama from an unrelated party.   The
  four-story  building  contains approximately  76,000  (unaudited)
  square feet of rentable area.
  
  Rental Income
  
  Minimum rents from leases are accounted for ratably over the term
  of each lease.  Tenant reimbursements are recognized as income as
  the applicable services are rendered or expenses incurred.
  
  The  future minimum rents and noncancelable operating  leases  at
  December 31, 1996 as follows:
  
                          Year            Amount
                     --------------------------------
                          1997         $   794,000
                          1998             805,000
                          1999             671,000
                          2000             532,000
                          2001             213,000
                                       -----------
                                       $ 3,015,000
                                       ===========
  
  The  above  amounts  do  not  include tenant  reimbursements  for
  utilities, taxes, insurance and common area maintenance.
  
  Three  tenants'  leases accounted for approximately  47%  of  the
  Building's  1996  rental revenue.  These tenants'  leases  expire
  March 31, 1998, September 30, 1999 and December 31, 2000.
  
  
                           Vestavia Centre
                                  
                Notes to Statement of Rental Revenue
              and Direct Operating Expenses (continued)
  
  
  2.  Basis of Accounting
  
  The accompanying statement of rental revenue and direct operating
  expenses  is  presented on the accrual basis.  The statement  has
  been  prepared  in  accordance  with  the  applicable  rules  and
  regulations  of the Securities and Exchange Commission  for  real
  estate  properties acquired.  Accordingly, the statement excludes
  certain expenses not comparable to the proposed future operations
  of  the  Building  such  as depreciation  and  mortgage  interest
  expense.   Management  is  not  aware  of  any  material  factors
  relating  to the Building that would cause the reported financial
  information not to be necessarily indicative of future  operating
  results.
  
  3.  Management Fees
  
  Management fees of approximately 3% of revenues received from the
  operations of the Building plus $2,000 per month were paid to an
  unrelated management company.
                                  
  
                   Report of Independent Auditors
  
  
  The Board of Directors
  Parkway Properties, Inc.
  
  We  have audited the accompanying statement of rental revenue and
  direct  operating  expenses of Sugar Grove  for  the  year  ended
  December  31,  1996.  This  statement is  the  responsibility  of
  management.  Our responsibility is to express an opinion on  this
  statement based on our audit.
  
  We  conducted  our  audit in accordance with  generally  accepted
  auditing  standards.  Those standards require that  we  plan  and
  perform  the  audit to obtain reasonable assurance about  whether
  the statement of rental revenue and direct operating expenses  is
  free of material misstatement.  An audit includes examining, on a
  test  basis,  evidence supporting the amounts and disclosures  in
  the  statement.  An audit also includes assessing the  accounting
  principles used and significant estimates made by management,  as
  well  as  evaluating  the  overall  statement  presentation.   We
  believe  that  our  audit  provides a reasonable  basis  for  our
  opinion.
  
  The  accompanying  statement  was prepared  for  the  purpose  of
  complying  with  the rules and regulations of the Securities  and
  Exchange  Commission  for  inclusion  in  Form  8-K  of   Parkway
  Properties, Inc., as described in Note 2, and is not intended  to
  be a complete presentation of Sugar Grove's revenue and expenses.
  
  In  our  opinion,  the  statement of rental  revenue  and  direct
  operating  expenses  referred to above presents  fairly,  in  all
  material  respects,  the  rental  revenue  and  direct  operating
  expenses  described in Note 2 of Sugar Grove for the  year  ended
  December   31,  1996,  in  conformity  with  generally   accepted
  accounting principles.
  
  We have compiled the accompanying statement of rental revenue and
  direct  operating  expenses of Sugar Grove for the  three  months
  ended  March  31,  1997  in  accordance  with  the  Statement  on
  Standards  for  Accounting  and Review  Services  issued  by  the
  American Institute of Certified Public Accountants. A compilation
  is  limited  to  presenting in the form of a financial  statement
  information  that is the representation of management.   We  have
  not  audited  or  reviewed the statement of  rental  revenue  and
  direct  operating  expenses of Sugar Grove for the  three  months
  ended  March 31, 1997 and, accordingly, do not express an opinion
  or any other form of assurance on the statement.
  
  
  Jackson, Mississippi                    /s/ Ernst & Young LLP
  May 29, 1997
  
                             Sugar Grove
                                  
                     Statement of Rental Revenue
                    and Direct Operating Expenses
                                  
                                  
  
  
                                 Year ended       Three Months Ended
                              December 31, 1996     March 31, 1997
                              -----------------   ------------------
                                                      (unaudited)
  
  Rental revenue:
   Minimum rents ............... $1,064,336         $  304,719
   Reimbursed charges
     and other income...........     17,814              4,478
                                 ----------         ----------
                                  1,082,150            309,197
                                 ----------         ----------
  
  Direct operating expenses
   (Note 2):
    Utilities...................    158,000             39,325
    Real estate taxes...........    107,256             27,314
    Maintenance services
      and supplies..............     63,017             11,857
    Janitorial services
      and supplies..............     82,486             22,472
    Management fees (Note 3)....     34,231              8,477
    Salaries....................    101,078             27,750
    Security service............     24,399              5,650
    Administrative and
      miscellaneous expenses....     72,563             22,526
                                 ----------         ----------
                                    643,030            165,371
                                 ----------         ----------
  Excess of rental revenue over
   direct operating expenses.... $  439,120         $  143,826
                                 ==========         ==========
  
                       See accompanying notes.
                                  
                                  
                             Sugar Grove
                                  
                Notes to Statement of Rental Revenue
                    and Direct Operating Expenses
                                  
  
  1.  Organization and Significant Accounting Policies
  
  Description of Property
  
  On   May   1,  1997,  a  limited  partnership  in  which  Parkway
  Properties,  Inc.  is a 99% limited partner  and  a  wholly-owned
  subsidiary  is  a 1% general partner purchased Sugar  Grove  (the
  "Building") in Houston, Texas from an unrelated party.  The  six-
  story  building contains approximately 123,000 (unaudited) square
  feet of rentable area.
  
  Rental Income
  
  Minimum rents from leases are accounted for ratably over the term
  of each lease.  Tenant reimbursements are recognized as income as
  the applicable services are rendered or expenses incurred.
  
  The  future minimum rents on non-cancelable operating  leases  at
  December 31, 1996 are as follows:
  
                          Year            Amount
                     --------------------------------
                          1997         $ 1,317,000
                          1998           1,262,000
                          1999           1,170,000
                          2000             614,000
                          2001             401,000
                        Thereafter         237,000
                                       -----------
                                       $ 5,001,000
                                       ===========
  
  The  above  amounts  do  not  include tenant  reimbursements  for
  utilities, insurance and common area maintenance.
  
  One  tenant, whose lease expires December 31, 1999, accounted for
  approximately 19% of the Building's 1996 rental revenue.
  
  
                             Sugar Grove
                                  
                Notes to Statement of Rental Revenue
              and Direct Operating Expenses (continued)
  
  
  2.  Basis of Accounting
  
  The accompanying statement of rental revenue and direct operating
  expenses  is  presented on the accrual basis.  The statement  has
  been  prepared  in  accordance  with  the  applicable  rules  and
  regulations  of the Securities and Exchange Commission  for  real
  estate  properties acquired.  Accordingly, the statement excludes
  certain expenses not comparable to the proposed future operations
  of  the  Building  such  as depreciation  and  mortgage  interest
  expense.   Management  is  not  aware  of  any  material  factors
  relating  to the Building that would cause the reported financial
  information not to be necessarily indicative of future  operating
  results.
  
  3.  Management Fees
  
  Management fees of approximately 3% of revenues received from the
  operations of the Building were paid to an unrelated management
  company.
  
  
                      PARKWAY PROPERTIES, INC.
                                  
             Pro Forma Consolidated Financial Statements
                             (Unaudited)
  
  
  The  following unaudited pro forma consolidated balance sheet  as
  of March 31, 1997 and pro forma consolidated statements of income
  of  Parkway  Properties,  Inc. ("Parkway")  for  the  year  ended
  December  31,  1996 and three months ended March  31,  1997  give
  effect to the recent purchases of Parkway for the periods stated.
  The   pro  forma  consolidated  financial  statements  have  been
  prepared  by  management  of Parkway based  upon  the  historical
  financial   statements  of  Parkway  and  the   adjustments   and
  assumptions   in  the  accompanying  notes  to  the   pro   forma
  consolidated financial statements.
  
  The pro forma consolidated balance sheet sets forth the effect of
  Parkway's purchases of Vestavia Centre and Sugar Grove as if they
  had been consummated on March 31, 1997.
  
  The  pro  forma consolidated statements of income sets forth  the
  effects of Parkway's purchases of the following buildings  as  if
  they had been consummated on January 1, 1996.
  
       BUILDING                            DATE OF PURCHASE
       
       Sugar Grove                             05/01/97
       Vestavia Centre                         04/04/97
       Meridian                                03/31/97
       Charlotte Park Executive Center         03/18/97
       Courtyard at Arapaho                    03/06/97
       Ashford II                              01/28/97
       Forum II & III                          01/07/97
       Tensor                                  10/31/96
       BB&T Financial Center                   09/30/96
       Falls Pointe                            08/09/96
       Roswell North                           08/09/96
       Cherokee                                07/09/96
       Courthouse                              07/09/96
       400 Northbelt                           04/15/96
       Woodbranch                              04/15/96
       One Park 10 Plaza                       03/07/96
       
  
  
  
                      PARKWAY PROPERTIES, INC.
                                  
       Pro Forma Consolidated Financial Statements (continued)
                             (Unaudited)
  
  
  
  In  addition  to  the  purchases  listed  above,  the  pro  forma
  consolidated statements of income set forth the effect of the May
  31,  1996  sale  of  157 mortgage loans, the  placement  of  non-
  recourse
  mortgage  debt  on certain properties acquired  during  1995  and
  1996,  the December 24, 1996 sale of the Virginia Beach  mortgage
  loan  and the sale of 2,012,500 shares of common stock subsequent
  to  December 31, 1996 as if the transactions occurred January  1,
  1996.
  
  These  pro  forma consolidated financial statements  may  not  be
  indicative  of the results that actually would have  occurred  if
  the  purchase, sale and/or financings had been in effect  on  the
  dates indicated or which may be obtained in the future.  The  pro
  forma  consolidated  financial  statements  should  be  read   in
  conjunction with the consolidated financial statements and  notes
  of  Parkway included in its annual report on Form 1O-KSB for  the
  year ended December 31, 1996.
  
  
             PARKWAY PROPERTIES, INC. AND SUBSIDIARIES
                PRO FORMA CONSOLIDATED BALANCE SHEET
                           MARCH 31, 1997
                            (Unaudited)
  
                                  Parkway    Pro Forma     Parkway
                                 Historical  Adjustments  Pro Forma
                                 ----------  -----------  ---------
                                            (In thousands)
   Assets
   Real estate related investments
     Office buildings.............$191,220   $ 12,380(2,3)$203,600
     Land held for development....   1,721          -        1,721
     Accumulated depreciation..... (10,441)         -      (10,441)
                                  --------   --------     --------
                                   182,500     12,380      194,880
     Real estate held for sale
       Land.......................   5,187          -        5,187
       Operating properties.......   1,492          -        1,492
       Other non-core
       real estate assets.........     295          -          295
     Mortgage loans...............     348          -          348
     Real estate partnership......     313          -          313
                                  --------   --------     --------
                                   190,135     12,380      202,515
   Interest, rents receivable
     and other assets.............   5,182          -        5,182
   Cash and cash equivalents......   4,686     (4,686)           -
                                  --------   --------     --------
                                  $200,003   $  7,694     $207,697
                                  ========   ========     ========
  Liabilities
  Mortgage notes payable
    without recourse..............$ 62,260   $      -     $ 62,260
  Notes payable to banks..........       -      7,694        7,694
  Accounts payable and other
    liabilities...................   6,552          -        6,552
                                  --------   --------     --------
                                    68,812      7,694       76,506
                                  --------   --------     --------
  Shareholders' Equity
  Common stock, $.001 par value,
    69,424,000 shares authorized,
    6,287,130 shares issued in
    1997..........................       6          -            6
  Additional paid-in capital...... 103,665          -      103,665
  Retained earnings...............  27,520          -       27,520
                                  --------   --------     --------
                                   131,191          -      131,191
                                  --------   --------     --------
                                  $200,003   $  7,694     $207,697
                                  ========   ========     ========
                                  
                       See accompanying notes.
  
  
              PARKWAY PROPERTIES, INC. AND SUBSIDIARIES
             PRO FORMA CONSOLIDATED STATEMENT OF INCOME
                    FOR THE YEAR ENDED 12/31/96
                             (Unaudited)
                                  
                                  Parkway    Pro Forma    Parkway
                                Historical Adjustments(6) Pro Forma
                                ---------- -------------- ---------
                                (In  thousands,  except  per  share
  data)
  Revenues
  Income from office properties...$18,840    $18,308 (a)  $37,148
  Income from other real estate
    properties....................  1,773          -        1,773
  Interest on mortgage loans......  1,740     (1,384)(d)      356
  Management company income.......    784          -          784
  Interest on investments.........    500          -          500
  Dividend income.................    118          -          118
  Deferred gains and other income.    324          -          324
  Gains on real estate held
    for sale and mortgage loans...  9,909          -        9,909
  Gain on securities..............    549          -          549
                                  -------    -------      -------
                                   34,537     16,924       51,461
                                  -------    -------      -------
  Expenses
  Office properties
    Operating expense.............  8,466      8,655 (a)   17,121
    Interest expense..............  3,526      1,600 (c)    5,126
    Depreciation and amortization.  2,444      2,517 (a)    4,961
    Minority interest.............    (28)         -          (28)
  Other real estate properties
    Operating expense.............  1,379          -        1,379
  Interest expense
    Notes payable to banks........    281        582 (e)      863
    Notes payable on wrap
      mortgages...................    340       (340)(f)        -
  Management company expense......    673          -          673
  General and administrative......  2,982          -        2,982
                                  -------    -------      -------
                                   20,063     13,014       33,077
                                  -------    -------      -------
  Income before income taxes...... 14,474      3,910       18,384
  Income tax expense..............    103          -          103
                                  -------    -------      -------
  Net income......................$14,371    $ 3,910      $18,281
                                  =======    =======      =======
  Net income per share............$  3.92                   $3.22(7)
                                  =======                 =======
  Weighted average shares
    outstanding...................  3,662                   5,674
                                 =======                 =======
                                  
                       See accompanying notes.
  
  
              PARKWAY PROPERTIES, INC. AND SUBSIDIARIES
             PRO FORMA CONSOLIDATED STATEMENT OF INCOME
                 FOR THE THREE MONTHS ENDED 3/31/97
                                (Unaudited)
                                  
                                  Parkway    Pro Forma    Parkway
                                Historical Adjustments(6) Pro Forma
                                ---------- -------------- ---------
                                (In  thousands,  except  per  share
  data)
  Revenues
  Income from office properties...$ 8,030    $ 1,828 (b)   $ 9,858
  Income from other real estate
    properties....................    306          -           306
  Interest on mortgage loans......     16          -            16
  Management company income.......    134          -           134
  Interest on investments.........    301          -           301
  Dividend income.................     86          -            86
  Deferred gains and other income.     33          -            33
                                  -------    -------       -------
                                    8,906      1,828        10,734
                                  -------    -------       -------
  Expenses
  Office properties
    Operating expense.............  3,420        788 (b)     4,208
    Interest expense:
      Contractual.................  1,255          -         1,255
      Amortization of loan cost...     17          -            17
    Depreciation and amortization.    925        259 (b)     1,184
    Minority interest.............     27          -            27
  Other real estate properties
    Operating expense.............    217          -           217
  Interest expense on bank notes:
    Contractual...................     24        145 (e)       169
    Amortization of loan costs....     36          -            36
  Management company expense......     87          -            87
  General and administrative......    860          -           860
                                  -------    -------       -------
                                    6,868      1,192         8,060
                                  -------    -------       -------
  Income before gains (losses)....  2,038        636         2,674
                                  -------    -------       -------
  Gain (loss) on sales
  Gain on real estate held for
    sale and mortgage loans.......  1,506          -         1,506
                                  -------    -------       -------
  Net income......................$ 3,544    $   636       $ 4,180
                                  =======    =======       =======
  Net income per share............$   .62                  $   .73
                                  =======                  =======
  Weighted average shares
    outstanding...................  5,718                    5,718
                                  =======                  =======
                                  
                       See accompanying notes.
  
  
                      PARKWAY PROPERTIES, INC.
                                  
        Notes to Pro Forma Consolidated Financial Statements
                             (Unaudited)
  
  1.   On  March  31,  1997,  the  Company purchased  the  Meridian
       Building  in Atlanta, Georgia.  The Meridian Building  is  a
       five-story   office  building  consisting  of  approximately
       100,932 net rentable square feet with an attached 330  space
       three-level  parking deck.  It is located in  the  Northwest
       submarket  of Atlanta near the intersection of I-75  and  I-
       285.  The  purchase  price of $10,500,000  was  funded  with
       existing  cash  reserves.   No pro  forma  adjustments  were
       needed  to  the  balance sheet due to  the  March  31,  1997
       purchase date.
  
  2.   On  April 4, 1997, the Company purchased the Vestavia Centre
       in   Birmingham,  Alabama.   The  Vestavia  Centre'   office
       building  is approximately 75,880 net rentable square  feet.
       The  purchase  price of $4,650,000 was funded with  existing
       cash reserves.
  
  3.   On May 1, 1997, the Company purchased the Sugar Grove office
       building   in   the  Sugar  Land/Southwest  Houston,   Texas
       submarket.  The Sugar Grove office building is  a  six-story
       building  with  approximately 122,682  net  rentable  square
       feet.  The  purchase  price of $7,730,000  was  funded  with
       existing cash reserves and bank borrowings of $7,445,000  on
       a  line of credit with Deposit Guaranty National Bank  at  a
       rate  equal  to the 90-day LIBOR rate plus 1.75%,  currently
       7.5625%.
  
  4.   The  pro forma adjustments to the Consolidated Statement  of
       Income for the year ended December 31, 1996 and three months
       ended  March  31,  1997 set forth the effects  of  Parkway's
       purchases  of  the following buildings as if they  had  been
       consummated on January 1, 1996.
  
            BUILDING                            DATE OF PURCHASE
            
            Sugar Grove                             05/01/97
            Vestavia Centre                         04/04/97
            Meridian                                03/31/97
            Charlotte Park Executive Center         03/18/97
            Courtyard at Arapaho                    03/06/97
            Ashford II                              01/28/97
            Forum II & III                          01/07/97
            Tensor                                  10/31/96
            BB&T Financial Center                   09/30/96
            Falls Pointe                            08/09/96
            Roswell North                           08/09/96
            Cherokee                                07/09/96
            Courthouse                              07/09/96
            400 Northbelt                           04/15/96
            Woodbranch                              04/15/96
            One Park 10 Plaza                       03/07/96
       
       In  addition  to the purchases listed above, the adjustments
       on the pro forma consolidated statements of income set forth
       the  effect of the May 31, 1996 sale of 157 mortgage  loans,
       the  December  24, 1996 sale of the Virginia Beach  mortgage
       loan  and  the  placement of non-recourse mortgage  debt  on
       certain properties acquired during 1995 and 1996 as  if  the
       transactions  occurred  January 1,  1996.  These  pro  forma
       adjustments  are  detailed below by property  for  the  year
       ended  December  31, 1996 and three months ended  March  31,
       1997.
  
  
       The   effect  on  income  and  expenses  from  real   estate
       properties due to the above purchases are as follows:
  
       (a)  For the year ended December 31, 1996:
  
                           Revenue              Expenses
                         -----------   ---------------------------
                         Income From         Real Estate Owned
                         Real Estate    Operating     Depreciation
                         Properties      Expense        Expense
                         -----------   ------------   ------------
       One Park 10      $    299,000   $    160,000    $    25,000
       400 North Belt
        & Woodbranch       1,036,000        551,000         92,000
       Cherokee &
         Courthouse
         Road Bldgs.         917,000        480,000        124,000
       Falls Pointe &
         Roswell North     1,161,000        439,000        191,000
       BB&T Financial
         Center            3,072,000      1,055,000        413,000
       Tensor                810,000        530,000         64,000
       Forum II & III      2,749,000      1,331,000        370,000
       Charlotte Park      2,616,000      1,180,000        333,000
       Ashford II            649,000        441,000         50,000
       Courtyard at
         Arapaho           2,196,000        948,000        340,000
       Meridian              843,000        503,000        236,000
       Vestavia              878,000        394,000        105,000
       Sugar Grove         1,082,000        643,000        174,000
                         -----------     ----------     ----------
                         $18,308,000     $8,655,000     $2,517,000
                         ===========     ==========     ==========
  
       Depreciation  is provided by the straight-line  method  over
       the estimated useful lives of the buildings (40 years).
  
       (b)  For the three months ended March 31, 1997:
  
                           Revenue              Expenses
                         -----------   ---------------------------
                         Income From         Real Estate Owned
                         Real Estate    Operating     Depreciation
                         Properties      Expense        Expense
                         -----------   ------------   ------------
       Charlotte Park    $   505,000    $   208,000    $    69,000
       Ashford II             54,000         37,000          4,000
       Courtyard at
         Arapaho             366,000        164,000         58,000
       Meridian              354,000        123,000         59,000
       Vestavia              240,000         91,000         26,000
       Sugar Grove           309,000        165,000         43,000
                         -----------    -----------    -----------
                         $ 1,828,000    $   788,000    $   259,000
                         ===========    ===========    ===========
  
       Depreciation  is provided by the straight-line  method  over
       the estimated useful lives of the buildings (40 years).
  
            (c)   Pro  forma interest expense on real estate  owned
            reflects  the  non-recourse  debt  placed  on   certain
            buildings  acquired during 1995 and 1996 at the  actual
            amounts  and rates by property as if placed January  1,
            1996 and is detailed below.
       
            Property/Placement                 Year Ended
                Date/Rate           Debt        12/31/96
            ------------------  -----------    ----------
            IBM Building
              2/96 7.78%        $ 4,800,000    $   41,000
       
            Waterstone
              6/96 8.00%          5,620,000       185,000
       
            One Park 10
              7/96 8.35%          4,700,000       196,000
       
            400 North Belt &
              Woodbranch
              7/96 8.25%         10,000,000       412,000
       
            Falls Pointe &
              Roswell North
              12/96 8.375%        9,850,000       766,000
       
                                               ----------
                                               $1,600,000
                                               ==========
  
            No  additional  debt  has  been  placed  on
            properties  in  1997 and no pro forma  adjustments  are
            needed for the three months ended March 31, 1997.
  
       (d)  The January 1, 1996 pro forma effect of the sale of 157
            mortgage  loans  on May 31, 1996 and the  December  24,
            1996  sale  of the Virginia Beach mortgage loan  is  as
            follows:
       
                                             Year Ended
                                              12/31/96
                                            ------------
            Interest Income:
                 Mortgage loans             $(1,384,000)
       
       (e)  The  pro  forma effect of the purchases of Forum  II  &
            III,  Ashford II, Courtyard at Arapaho, Charlotte  Park
            Executive Center, Meridian, Vestavia and Sugar Grove as
            well  as  the  stock  offering of 2,012,500  shares  on
            interest expense on notes payable to banks for the year
            ended  December 31, 1996 and three months  ended  March
            31,  1997  is  an  increase of $582,000  and  $145,000,
            respectively.
       
       (f)  The  pro forma effect of the sale of the Virginia Beach
            mortgage  loan on interest expense on notes payable  on
            wrap mortgages for the year ended December 31, 1996  is
            a decrease of $340,000.
       
       
  7.   The pro forma earnings per share for the year ended December
       31,  1996  reflect  the sale of 2,012,500 shares  of  common
       stock  under  its existing shelf registration subsequent  to
       December 31, 1996.
  
  8.   No  additional income tax expenses were provided because  of
       the Company's net operating loss carryover.
  
  9.   All  per  share information for the year ended December  31,
       1996  has  been restated to reflect a 3 for 2  common  stock
       split  effected  as a dividend of one share  for  every  two
       shares outstanding on April 30, 1996 as well as the June 14,
       1996  private  placement  of 1,140,000  shares  as  if  both
       transactions had occurred January 1, 1996.
                                  
                                  
                              FORM 8-K
                                  
                      PARKWAY PROPERTIES, INC.
                                  
                                  
                             SIGNATURES
  
  
  Pursuant  to the requirements of the Securities Exchange  Act  of
  1934, the Registrant has duly caused this report to be signed  on
  its behalf by the undersigned hereunto duly authorized.
  
  DATE: June 27, 1997
  
                                          PARKWAY PROPERTIES, INC.
  
  
  
                                     BY:  /s/Sarah P. Clark
                                          Sarah P. Clark
                                          Vice President, Chief Financial
                                          Officer, Treasurer and Secretary
metadata_documents: [{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 50851}]
metadata_filer: {"company-data": {"conformed-name": "PARKWAY PROPERTIES INC", "cik": "0000729237", "assigned-sic": "6512", "irs-number": "742123597", "state-of-incorporation": "MD", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-11533", "film-number": "97631650"}, "business-address": {"street1": "300 ONE JACKSON PL", "street2": "188 E CAPITOL ST STE 300", "city": "JACKSON", "state": "MS", "zip": "39225-2728", "phone": "6019484091"}, "mail-address": {"street1": "P O BOX 22728", "street2": "P O BOX 22728", "city": "JACKSON", "state": "MS", "zip": "39201"}, "former-company": {"former-conformed-name": "PARKWAY CO", "date-changed": "19951018"}}
text: UNITED STATES
  
                 SECURITIES AND EXCHANGE COMMISSION
                                  
                        WASHINGTON, DC  20549
                                  
                 ----------------------------------
                                  
                              FORM 8-K
                                  
                                  
                           CURRENT REPORT
                                  
                                  
                   Pursuant to Section 13 or 15(d)
                               of the
                   Securities Exchange Act of 1934
  
  Date  of Report (Date of earliest event reported): June 27,  1997
                                                     --------------
  
                      PARKWAY PROPERTIES, INC.
  ------------------------------------------------------------------
       (Exact name of Registrant as specified in its charter)
  
  Maryland                    1-11533                   74-2123597
  ------------------------------------------------------------------
  (State or other     (Commission File Number)        (IRS Employer
  jurisdiction of                                    Identification
  incorporation)                                         Number)
  
  One Jackson Place Suite 1000
    188 East Capitol Street
        P. O. Box 24647
       Jackson,  Mississippi                                 39225-
  4647
  ------------------------------------------------------------------
  (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
                                  
                      PARKWAY PROPERTIES, INC.
  
  Item 5.   Other Events.
  
            On March 31, 1997, a limited partnership in which Parkway
  Properties,  Inc.  is a 99% limited partner  and  a  wholly-owned
  subsidiary  is  a  1%  general  partner  purchased  the  Meridian
  Building in Atlanta, Georgia.  The Meridian Building is  a  five-
  story  office  building consisting of approximately  100,932  net
  rentable  square  feet  with an attached  330  space  three-level
  parking  deck.   It  is  located in the  Northwest  submarket  of
  Atlanta  near  the intersection of I-75 and I-285.  The  purchase
  price of $10,500,000 was funded with existing cash reserves.
       
        On  April  4, 1997, a limited partnership in which  Parkway
  Properties,  Inc.  is a 99% limited partner  and  a  wholly-owned
  subsidiary is a 1% general partner purchased the Vestavia  Centre
  in Birmingham, Alabama.  The Vestavia Centre office building is a
  four-story office building consisting of approximately 75,880 net
  rentable  square  feet.   The purchase price  of  $4,650,000  was
  funded with existing cash reserves.
       
        On  May  1,  1997, a limited partnership in  which  Parkway
  Properties,  Inc.  is a 99% limited partner  and  a  wholly-owned
  subsidiary  is  a  1% general partner purchased the  Sugar  Grove
  office  building  in  the  Sugar  Land/Southwest  Houston,  Texas
  submarket.  The  Sugar  Grove  office  building  is  a  six-story
  building with approximately 122,682 net rentable square feet. The
  purchase  price  of  $7,730,000 was  funded  with  existing  cash
  reserves  and bank borrowings of $7,445,000 on a line  of  credit
  with Deposit Guaranty National Bank at a rate equal to the 90-day
  LIBOR rate plus 1.75%, currently 7.5625%.
  
  Item 7.   Financial Statements and Exhibits.
  
       (a)  Financial Statements
  
        The  following audited financial statement of the  Meridian
  Building for the year ended December 31, 1996 is attached hereto.
  Also  included is the unaudited financial statement for the three
  months ended March 31, 1997.
  
                                                              Page
                                                              ----
       Report of Independent Auditors                           4
       Statement of Rental Revenue and
         Direct Operating Expenses                              5
       Notes to Statement of Rental Revenue
         and Direct Operating Expenses                          6
  
       The following audited financial statement of Vestavia Centre
  for  the  year  ended December 31, 1996 is attached hereto.  Also
  included  is  the  unaudited financial statement  for  the  three
  months ended March 31, 1997.
  
                                                              Page
                                                              ----
       Report of Independent Auditors                           8
       Statement of Rental Revenue and
         Direct Operating Expenses                              9
       Notes to Statement of Rental Revenue
         and Direct Operating Expenses                         10
  
       The following audited financial statement of Sugar Grove for
  the  year  ended  December  31, 1996  is  attached  hereto.  Also
  included  is  the  unaudited financial statement  for  the  three
  months ended March 31, 1997.
  
                                                              Page
                                                              ----
       Report of Independent Auditors                          12
       Statement of Rental Revenue and
         Direct Operating Expenses                             13
       Notes to Statement of Rental Revenue
         and Direct Operating Expenses                         14
  
       (b)  Pro Forma Consolidated Financial Statements
  
        The  following  unaudited Pro Forma Consolidated  Financial
  Statements are attached hereto.
  
                      PARKWAY PROPERTIES, INC.
                                  
                                                              Page
                                                              ----
  Pro Forma Consolidated Financial Statements (Unaudited)      16
  Pro Forma Consolidated Balance Sheet (Unaudited) -
    As of March 31, 1997                                       18
  Pro Forma Consolidated Statement of Income (Unaudited) -
    For the Year Ended December 31, 1996                       19
  Pro Forma Consolidated Statement of Income (Unaudited) -
    For the Three Months Ended March 31, 1997                  20
  Notes to Pro Forma Consolidated Financial
    Statements (Unaudited)                                     21
  
                   Report of Independent Auditors
  
  The Board of Directors
  Parkway Properties, Inc.
  
  We  have audited the accompanying statement of rental revenue and
  direct  operating expenses of the Meridian Building for the  year
  ended December 31, 1996. This statement is the responsibility  of
  management.  Our responsibility is to express an opinion on  this
  statement based on our audit.
  
  We  conducted  our  audit in accordance with  generally  accepted
  auditing  standards.  Those standards require that  we  plan  and
  perform  the  audit to obtain reasonable assurance about  whether
  the statement of rental revenue and direct operating expenses  is
  free of material misstatement.  An audit includes examining, on a
  test  basis,  evidence supporting the amounts and disclosures  in
  the  statement.  An audit also includes assessing the  accounting
  principles used and significant estimates made by management,  as
  well  as  evaluating  the  overall  statement  presentation.   We
  believe  that  our  audit  provides a reasonable  basis  for  our
  opinion.
  
  The  accompanying  statement  was prepared  for  the  purpose  of
  complying  with  the rules and regulations of the Securities  and
  Exchange  Commission  for  inclusion  in  Form  8-K  of   Parkway
  Properties,  Inc. as described in Note 2, and is not intended  to
  be a complete presentation of the Meridian Building's revenue and
  expenses.
  
  In  our  opinion,  the  statement of rental  revenue  and  direct
  operating  expenses  referred to above presents  fairly,  in  all
  material  respects,  the  rental  revenue  and  direct  operating
  expenses  described in Note 2 of the Meridian  Building  for  the
  year  ended  December  31,  1996, in  conformity  with  generally
  accepted accounting principles.
  
  We have compiled the accompanying statement of rental revenue and
  direct operating expenses of the Meridian Building for the  three
  months  ended March 31, 1997 in accordance with the Statement  on
  Standards  for  Accounting  and Review  Services  issued  by  the
  American Institute of Certified Public Accountants. A compilation
  is  limited  to  presenting in the form  of  financial  statement
  information  that is the representation of management.   We  have
  not  audited  or  reviewed the statement of  rental  revenue  and
  direct operating expenses of the Meridian Building for the  three
  months  ended March 31, 1997 and, accordingly, do not express  an
  opinion or any other form of assurance on the statement.
  
  Jackson, Mississippi                    /s/ Ernst & Young LLP
  June 25, 1997
  
                          Meridian Building
                                  
                     Statement of Rental Revenue
                    and Direct Operating Expenses
                                  
                                  
  
                                 Year Ended       Three months Ended
                              December 31, 1996     March 31, 1997
                              -----------------   ------------------
                                                      (unaudited)
  
  Rental revenue:
   Minimum rents ...............   $823,449           $353,852
   Reimbursed charges and
     other income...............     19,899                  -
                                   --------           --------
                                    843,348            353,852
                                   --------           --------
  
  Direct operating expenses
   (Note 2):
    Utilities...................    135,913             39,629
    Real estate taxes...........     71,830             17,515
    Maintenance services
     and supplies...............     95,338             19,244
    Janitorial services
     and supplies...............     37,445             15,115
    Management fees (Note 3)....     46,885             14,786
    Landscape maintenance.......     26,272              4,418
    Security services...........     23,023              6,309
    Administrative and
      miscellaneous expenses....     66,414              5,923
                                 ----------         ----------
                                    503,120            122,939
                                 ----------         ----------
  Excess of rental revenue over
   direct operating expenses....   $340,228           $230,913
                                 ==========         ==========
  
                       See accompanying notes.
                                  
                                  
                         Meridian Building                                
  
                Notes to Statement of Rental Revenue
                    and Direct Operating Expenses
                                  
  
  1.  Organization and Significant Accounting Policies
  
  Description of Property
  
  On  March  31,  1997,  a  limited partnership  in  which  Parkway
  Properties,  Inc.  is a 99% limited partner  and  a  wholly-owned
  subsidiary  is  a  1%  general  partner  purchased  the  Meridian
  Building  (the "Building") in Atlanta, Georgia from an  unrelated
  party.   The  Building contains approximately 101,000 (unaudited)
  square feet of rentable area.
  
  Rental Income
  
  Minimum rents from leases are accounted for ratably over the term
  of each lease.  Tenant reimbursements are recognized as income as
  the applicable services are rendered or expenses incurred.
  
  The  future minimum rents on non-cancelable operating  leases  at
  December 31, 1996 are as follows:
  
                          Year            Amount
                     --------------------------------
                          1997         $ 1,676,000
                          1998           1,630,000
                          1999           1,624,000
                          2000           1,624,000
                          2001             757,000
                                       -----------
                                       $ 7,311,000
                                       ===========
  
  The  above  amounts  do  not  include tenant  reimbursements  for
  utilities, insurance and common area maintenance.
  
  Two  tenants'  leases  accounted for  approximately  92%  of  the
  Building's  1996  rental revenue.  These tenants'  leases  expire
  January 31, 2001 and June 30, 2001.
  
                          Meridian Building
                                  
                Notes to Statement of Rental Revenue
              and Direct Operating Expenses (continued)
  
  2.  Basis of Accounting
  
  The accompanying statement of rental revenue and direct operating
  expenses  is  presented on the accrual basis.  The statement  has
  been  prepared  in  accordance  with  the  applicable  rules  and
  regulations  of the Securities and Exchange Commission  for  real
  estate  properties acquired.  Accordingly, the statement excludes
  certain  expenses,  such as depreciation  and  mortgage  interest
  expense,  which  would not be comparable to the  proposed  future
  operations  of  the  Building. Management is  not  aware  of  any
  material  factors relating to the Building that would  cause  the
  reported  financial information not to be necessarily  indicative
  of future operating results.
  
  3.  Management Fees
  
  Monthly  management  fees  of the greater  of  $2,500  or  4%  of
  revenues  received from the operations of the Building were  paid
  to an unrelated management company.
                                  
                                  
                   Report of Independent Auditors
                                  
  
  The Board of Directors
  Parkway Properties, Inc.
  
  We  have audited the accompanying statement of rental revenue and
  direct  operating expenses of Vestavia Centre for the year  ended
  December  31,  1996.  This  statement is  the  responsibility  of
  management.  Our responsibility is to express an opinion on  this
  statement based on our audit.
  
  We  conducted  our  audit in accordance with  generally  accepted
  auditing  standards.  Those standards require that  we  plan  and
  perform  the  audit to obtain reasonable assurance about  whether
  the statement of rental revenue and direct operating expenses  is
  free of material misstatement.  An audit includes examining, on a
  test  basis,  evidence supporting the amounts and disclosures  in
  the  statement.  An audit also includes assessing the  accounting
  principles used and significant estimates made by management,  as
  well  as  evaluating  the  overall  statement  presentation.   We
  believe  that  our  audit  provides a reasonable  basis  for  our
  opinion.
  
  The  accompanying  statement  was prepared  for  the  purpose  of
  complying  with  the rules and regulations of the Securities  and
  Exchange  Commission  for  inclusion  in  Form  8-K  of   Parkway
  Properties, Inc., as described in Note 2, and is not intended  to
  be  a  complete  presentation of Vestavia  Centre's  revenue  and
  expenses.
  
  In  our  opinion,  the  statement of rental  revenue  and  direct
  operating  expenses  referred to above presents  fairly,  in  all
  material  respects,  the  rental  revenue  and  direct  operating
  expenses  described  in Note 2 of Vestavia Centre  for  the  year
  ended  December  31, 1996, in conformity with generally  accepted
  accounting principles.
  
  We have compiled the accompanying statement of rental revenue and
  direct operating expenses of Vestavia Centre for the three months
  ended  March  31,  1997  in  accordance  with  the  Statement  on
  Standards  for  Accounting  and Review  Services  issued  by  the
  American Institute of Certified Public Accountants. A compilation
  is  limited  to  presenting in the form of a financial  statement
  information  that is the representation of management.   We  have
  not  audited  or  reviewed the statement of  rental  revenue  and
  direct operating expenses of Vestavia Centre for the three months
  ended  March 31, 1997 and, accordingly, do not express an opinion
  or any other form of assurance on the statement.
  
  Jackson, Mississippi                    /s/ Ernst & Young LLP
  June 20, 1997
  
                           Vestavia Centre
                                  
                     Statement of Rental Revenue
                    and Direct Operating Expenses
                                  
                                  
  
                                 Year Ended       Three Months Ended
                              December 31, 1996     March 31, 1997
                              -----------------   ------------------
                                                      (unaudited)
  
  Rental revenue:
   Minimum rents ...............   $864,267           $238,222
   Reimbursed charges and
     other income...............     13,928              1,399
                                   --------           --------
                                    878,195            239,621
                                   --------           --------
  
  Direct operating expenses
   (Note 2):
    Utilities...................    130,138             26,725
    Real estate taxes...........     33,230              8,308
    Maintenance services and
      and supplies..............     81,775             19,069
    Janitorial services
      and supplies..............     49,754             13,802
    Management fees (Note 3)....     51,055             12,087
    Insurance...................     14,703              5,314
    Security service............     12,766              3,003
    Administrative and
     miscellaneous expenses.....     20,812              2,510
                                   --------           --------
                                    394,233             90,818
                                   --------           --------
  Excess of rental revenue over
    direct operating expenses...   $483,962           $148,803
                                   ========           ========
                                  
                                  
                       See accompanying notes.
                                  
                                  
                           Vestavia Centre
                                  
                Notes to Statement of Rental Revenue
                    and Direct Operating Expenses
                                  
  
  1.  Organization and Significant Accounting Policies
  
  Description of Property
  
  On  April  4,  1997,  a  limited  partnership  in  which  Parkway
  Properties,  Inc.  is a 99% limited partner  and  a  wholly-owned
  subsidiary is a 1% general partner purchased Vestavia Centre (the
  "Building") in Birmingham, Alabama from an unrelated party.   The
  four-story  building  contains approximately  76,000  (unaudited)
  square feet of rentable area.
  
  Rental Income
  
  Minimum rents from leases are accounted for ratably over the term
  of each lease.  Tenant reimbursements are recognized as income as
  the applicable services are rendered or expenses incurred.
  
  The  future minimum rents and noncancelable operating  leases  at
  December 31, 1996 as follows:
  
                          Year            Amount
                     --------------------------------
                          1997         $   794,000
                          1998             805,000
                          1999             671,000
                          2000             532,000
                          2001             213,000
                                       -----------
                                       $ 3,015,000
                                       ===========
  
  The  above  amounts  do  not  include tenant  reimbursements  for
  utilities, taxes, insurance and common area maintenance.
  
  Three  tenants'  leases accounted for approximately  47%  of  the
  Building's  1996  rental revenue.  These tenants'  leases  expire
  March 31, 1998, September 30, 1999 and December 31, 2000.
  
                           Vestavia Centre
                                  
                Notes to Statement of Rental Revenue
              and Direct Operating Expenses (continued)
  
  2.  Basis of Accounting
  
  The accompanying statement of rental revenue and direct operating
  expenses  is  presented on the accrual basis.  The statement  has
  been  prepared  in  accordance  with  the  applicable  rules  and
  regulations  of the Securities and Exchange Commission  for  real
  estate  properties acquired.  Accordingly, the statement excludes
  certain expenses not comparable to the proposed future operations
  of  the  Building  such  as depreciation  and  mortgage  interest
  expense.   Management  is  not  aware  of  any  material  factors
  relating  to the Building that would cause the reported financial
  information not to be necessarily indicative of future  operating
  results.
  
  3.  Management Fees
  
  Management fees of approximately 3% of revenues received from the
  operations of the Building plus $2,000 per month were paid to an
  unrelated management company.
                                  
  
                   Report of Independent Auditors
  
  The Board of Directors
  Parkway Properties, Inc.
  
  We  have audited the accompanying statement of rental revenue and
  direct  operating  expenses of Sugar Grove  for  the  year  ended
  December  31,  1996.  This  statement is  the  responsibility  of
  management.  Our responsibility is to express an opinion on  this
  statement based on our audit.
  
  We  conducted  our  audit in accordance with  generally  accepted
  auditing  standards.  Those standards require that  we  plan  and
  perform  the  audit to obtain reasonable assurance about  whether
  the statement of rental revenue and direct operating expenses  is
  free of material misstatement.  An audit includes examining, on a
  test  basis,  evidence supporting the amounts and disclosures  in
  the  statement.  An audit also includes assessing the  accounting
  principles used and significant estimates made by management,  as
  well  as  evaluating  the  overall  statement  presentation.   We
  believe  that  our  audit  provides a reasonable  basis  for  our
  opinion.
  
  The  accompanying  statement  was prepared  for  the  purpose  of
  complying  with  the rules and regulations of the Securities  and
  Exchange  Commission  for  inclusion  in  Form  8-K  of   Parkway
  Properties, Inc., as described in Note 2, and is not intended  to
  be a complete presentation of Sugar Grove's revenue and expenses.
  
  In  our  opinion,  the  statement of rental  revenue  and  direct
  operating  expenses  referred to above presents  fairly,  in  all
  material  respects,  the  rental  revenue  and  direct  operating
  expenses  described in Note 2 of Sugar Grove for the  year  ended
  December   31,  1996,  in  conformity  with  generally   accepted
  accounting principles.
  
  We have compiled the accompanying statement of rental revenue and
  direct  operating  expenses of Sugar Grove for the  three  months
  ended  March  31,  1997  in  accordance  with  the  Statement  on
  Standards  for  Accounting  and Review  Services  issued  by  the
  American Institute of Certified Public Accountants. A compilation
  is  limited  to  presenting in the form of a financial  statement
  information  that is the representation of management.   We  have
  not  audited  or  reviewed the statement of  rental  revenue  and
  direct  operating  expenses of Sugar Grove for the  three  months
  ended  March 31, 1997 and, accordingly, do not express an opinion
  or any other form of assurance on the statement.
  
  Jackson, Mississippi                    /s/ Ernst & Young LLP
  May 29, 1997
  
                             Sugar Grove
                                  
                     Statement of Rental Revenue
                    and Direct Operating Expenses
                                  
                                  
  
                                 Year ended       Three Months Ended
                              December 31, 1996     March 31, 1997
                              -----------------   ------------------
                                                      (unaudited)
  
  Rental revenue:
   Minimum rents ............... $1,064,336         $  304,719
   Reimbursed charges
     and other income...........     17,814              4,478
                                 ----------         ----------
                                  1,082,150            309,197
                                 ----------         ----------
  
  Direct operating expenses
   (Note 2):
    Utilities...................    158,000             39,325
    Real estate taxes...........    107,256             27,314
    Maintenance services
      and supplies..............     63,017             11,857
    Janitorial services
      and supplies..............     82,486             22,472
    Management fees (Note 3)....     34,231              8,477
    Salaries....................    101,078             27,750
    Security service............     24,399              5,650
    Administrative and
      miscellaneous expenses....     72,563             22,526
                                 ----------         ----------
                                    643,030            165,371
                                 ----------         ----------
  Excess of rental revenue over
   direct operating expenses.... $  439,120         $  143,826
                                 ==========         ==========
  
                       See accompanying notes.
                                  
                                  
                             Sugar Grove
                                  
                Notes to Statement of Rental Revenue
                    and Direct Operating Expenses
                                  
  
  1.  Organization and Significant Accounting Policies
  
  Description of Property
  
  On   May   1,  1997,  a  limited  partnership  in  which  Parkway
  Properties,  Inc.  is a 99% limited partner  and  a  wholly-owned
  subsidiary  is  a 1% general partner purchased Sugar  Grove  (the
  "Building") in Houston, Texas from an unrelated party.  The  six-
  story  building contains approximately 123,000 (unaudited) square
  feet of rentable area.
  
  Rental Income
  
  Minimum rents from leases are accounted for ratably over the term
  of each lease.  Tenant reimbursements are recognized as income as
  the applicable services are rendered or expenses incurred.
  
  The  future minimum rents on non-cancelable operating  leases  at
  December 31, 1996 are as follows:
  
                          Year            Amount
                     --------------------------------
                          1997         $ 1,317,000
                          1998           1,262,000
                          1999           1,170,000
                          2000             614,000
                          2001             401,000
                        Thereafter         237,000
                                       -----------
                                       $ 5,001,000
                                       ===========
  
  The  above  amounts  do  not  include tenant  reimbursements  for
  utilities, insurance and common area maintenance.
  
  One  tenant, whose lease expires December 31, 1999, accounted for
  approximately 19% of the Building's 1996 rental revenue.
  
                             Sugar Grove
                                  
                Notes to Statement of Rental Revenue
              and Direct Operating Expenses (continued)
  
  2.  Basis of Accounting
  
  The accompanying statement of rental revenue and direct operating
  expenses  is  presented on the accrual basis.  The statement  has
  been  prepared  in  accordance  with  the  applicable  rules  and
  regulations  of the Securities and Exchange Commission  for  real
  estate  properties acquired.  Accordingly, the statement excludes
  certain expenses not comparable to the proposed future operations
  of  the  Building  such  as depreciation  and  mortgage  interest
  expense.   Management  is  not  aware  of  any  material  factors
  relating  to the Building that would cause the reported financial
  information not to be necessarily indicative of future  operating
  results.
  
  3.  Management Fees
  
  Management fees of approximately 3% of revenues received from the
  operations of the Building were paid to an unrelated management
  company.
  
                      PARKWAY PROPERTIES, INC.
                                  
             Pro Forma Consolidated Financial Statements
                             (Unaudited)
  
  The  following unaudited pro forma consolidated balance sheet  as
  of March 31, 1997 and pro forma consolidated statements of income
  of  Parkway  Properties,  Inc. ("Parkway")  for  the  year  ended
  December  31,  1996 and three months ended March  31,  1997  give
  effect to the recent purchases of Parkway for the periods stated.
  The   pro  forma  consolidated  financial  statements  have  been
  prepared  by  management  of Parkway based  upon  the  historical
  financial   statements  of  Parkway  and  the   adjustments   and
  assumptions   in  the  accompanying  notes  to  the   pro   forma
  consolidated financial statements.
  
  The pro forma consolidated balance sheet sets forth the effect of
  Parkway's purchases of Vestavia Centre and Sugar Grove as if they
  had been consummated on March 31, 1997.
  
  The  pro  forma consolidated statements of income sets forth  the
  effects of Parkway's purchases of the following buildings  as  if
  they had been consummated on January 1, 1996.
  
       BUILDING                            DATE OF PURCHASE
       
       Sugar Grove                             05/01/97
       Vestavia Centre                         04/04/97
       Meridian                                03/31/97
       Charlotte Park Executive Center         03/18/97
       Courtyard at Arapaho                    03/06/97
       Ashford II                              01/28/97
       Forum II & III                          01/07/97
       Tensor                                  10/31/96
       BB&T Financial Center                   09/30/96
       Falls Pointe                            08/09/96
       Roswell North                           08/09/96
       Cherokee                                07/09/96
       Courthouse                              07/09/96
       400 Northbelt                           04/15/96
       Woodbranch                              04/15/96
       One Park 10 Plaza                       03/07/96
       
  
                      PARKWAY PROPERTIES, INC.
                                  
       Pro Forma Consolidated Financial Statements (continued)
                             (Unaudited)
  
  In  addition  to  the  purchases  listed  above,  the  pro  forma
  consolidated statements of income set forth the effect of the May
  31,  1996  sale  of  157 mortgage loans, the  placement  of  non-
  recourse
  mortgage  debt  on certain properties acquired  during  1995  and
  1996,  the December 24, 1996 sale of the Virginia Beach  mortgage
  loan  and the sale of 2,012,500 shares of common stock subsequent
  to  December 31, 1996 as if the transactions occurred January  1,
  1996.
  
  These  pro  forma consolidated financial statements  may  not  be
  indicative  of the results that actually would have  occurred  if
  the  purchase, sale and/or financings had been in effect  on  the
  dates indicated or which may be obtained in the future.  The  pro
  forma  consolidated  financial  statements  should  be  read   in
  conjunction with the consolidated financial statements and  notes
  of  Parkway included in its annual report on Form 1O-KSB for  the
  year ended December 31, 1996.
  
             PARKWAY PROPERTIES, INC. AND SUBSIDIARIES
                PRO FORMA CONSOLIDATED BALANCE SHEET
                           MARCH 31, 1997
                            (Unaudited)
  
                                  Parkway    Pro Forma     Parkway
                                 Historical  Adjustments  Pro Forma
                                 ----------  -----------  ---------
                                            (In thousands)
   Assets
   Real estate related investments
     Office buildings.............$191,220   $ 12,380(2,3)$203,600
     Land held for development....   1,721          -        1,721
     Accumulated depreciation..... (10,441)         -      (10,441)
                                  --------   --------     --------
                                   182,500     12,380      194,880
     Real estate held for sale
       Land.......................   5,187          -        5,187
       Operating properties.......   1,492          -        1,492
       Other non-core
       real estate assets.........     295          -          295
     Mortgage loans...............     348          -          348
     Real estate partnership......     313          -          313
                                  --------   --------     --------
                                   190,135     12,380      202,515
   Interest, rents receivable
     and other assets.............   5,182          -        5,182
   Cash and cash equivalents......   4,686     (4,686)           -
                                  --------   --------     --------
                                  $200,003   $  7,694     $207,697
                                  ========   ========     ========
  Liabilities
  Mortgage notes payable
    without recourse..............$ 62,260   $      -     $ 62,260
  Notes payable to banks..........       -      7,694        7,694
  Accounts payable and other
    liabilities...................   6,552          -        6,552
                                  --------   --------     --------
                                    68,812      7,694       76,506
                                  --------   --------     --------
  Shareholders' Equity
  Common stock, $.001 par value,
    69,424,000 shares authorized,
    6,287,130 shares issued in
    1997..........................       6          -            6
  Additional paid-in capital...... 103,665          -      103,665
  Retained earnings...............  27,520          -       27,520
                                  --------   --------     --------
                                   131,191          -      131,191
                                  --------   --------     --------
                                  $200,003   $  7,694     $207,697
                                  ========   ========     ========
                                  
                       See accompanying notes.
  
              PARKWAY PROPERTIES, INC. AND SUBSIDIARIES
             PRO FORMA CONSOLIDATED STATEMENT OF INCOME
                    FOR THE YEAR ENDED 12/31/96
                             (Unaudited)
                                  
                                  Parkway    Pro Forma    Parkway
                                Historical Adjustments(6) Pro Forma
                                ---------- -------------- ---------
                                (In  thousands,  except  per  share
  data)
  Revenues
  Income from office properties...$18,840    $18,308 (a)  $37,148
  Income from other real estate
    properties....................  1,773          -        1,773
  Interest on mortgage loans......  1,740     (1,384)(d)      356
  Management company income.......    784          -          784
  Interest on investments.........    500          -          500
  Dividend income.................    118          -          118
  Deferred gains and other income.    324          -          324
  Gains on real estate held
    for sale and mortgage loans...  9,909          -        9,909
  Gain on securities..............    549          -          549
                                  -------    -------      -------
                                   34,537     16,924       51,461
                                  -------    -------      -------
  Expenses
  Office properties
    Operating expense.............  8,466      8,655 (a)   17,121
    Interest expense..............  3,526      1,600 (c)    5,126
    Depreciation and amortization.  2,444      2,517 (a)    4,961
    Minority interest.............    (28)         -          (28)
  Other real estate properties
    Operating expense.............  1,379          -        1,379
  Interest expense
    Notes payable to banks........    281        582 (e)      863
    Notes payable on wrap
      mortgages...................    340       (340)(f)        -
  Management company expense......    673          -          673
  General and administrative......  2,982          -        2,982
                                  -------    -------      -------
                                   20,063     13,014       33,077
                                  -------    -------      -------
  Income before income taxes...... 14,474      3,910       18,384
  Income tax expense..............    103          -          103
                                  -------    -------      -------
  Net income......................$14,371    $ 3,910      $18,281
                                  =======    =======      =======
  Net income per share............$  3.92                   $3.22(7)
                                  =======                 =======
  Weighted average shares
    outstanding...................  3,662                   5,674
                                 =======                 =======
                                  
                       See accompanying notes.
  
              PARKWAY PROPERTIES, INC. AND SUBSIDIARIES
             PRO FORMA CONSOLIDATED STATEMENT OF INCOME
                 FOR THE THREE MONTHS ENDED 3/31/97
                                (Unaudited)
                                  
                                  Parkway    Pro Forma    Parkway
                                Historical Adjustments(6) Pro Forma
                                ---------- -------------- ---------
                                (In  thousands,  except  per  share
  data)
  Revenues
  Income from office properties...$ 8,030    $ 1,828 (b)   $ 9,858
  Income from other real estate
    properties....................    306          -           306
  Interest on mortgage loans......     16          -            16
  Management company income.......    134          -           134
  Interest on investments.........    301          -           301
  Dividend income.................     86          -            86
  Deferred gains and other income.     33          -            33
                                  -------    -------       -------
                                    8,906      1,828        10,734
                                  -------    -------       -------
  Expenses
  Office properties
    Operating expense.............  3,420        788 (b)     4,208
    Interest expense:
      Contractual.................  1,255          -         1,255
      Amortization of loan cost...     17          -            17
    Depreciation and amortization.    925        259 (b)     1,184
    Minority interest.............     27          -            27
  Other real estate properties
    Operating expense.............    217          -           217
  Interest expense on bank notes:
    Contractual...................     24        145 (e)       169
    Amortization of loan costs....     36          -            36
  Management company expense......     87          -            87
  General and administrative......    860          -           860
                                  -------    -------       -------
                                    6,868      1,192         8,060
                                  -------    -------       -------
  Income before gains (losses)....  2,038        636         2,674
                                  -------    -------       -------
  Gain (loss) on sales
  Gain on real estate held for
    sale and mortgage loans.......  1,506          -         1,506
                                  -------    -------       -------
  Net income......................$ 3,544    $   636       $ 4,180
                                  =======    =======       =======
  Net income per share............$   .62                  $   .73
                                  =======                  =======
  Weighted average shares
    outstanding...................  5,718                    5,718
                                  =======                  =======
                                  
                       See accompanying notes.
  
                      PARKWAY PROPERTIES, INC.
                                  
        Notes to Pro Forma Consolidated Financial Statements
                             (Unaudited)
  
  1.   On  March  31,  1997,  the  Company purchased  the  Meridian
       Building  in Atlanta, Georgia.  The Meridian Building  is  a
       five-story   office  building  consisting  of  approximately
       100,932 net rentable square feet with an attached 330  space
       three-level  parking deck.  It is located in  the  Northwest
       submarket  of Atlanta near the intersection of I-75  and  I-
       285.  The  purchase  price of $10,500,000  was  funded  with
       existing  cash  reserves.   No pro  forma  adjustments  were
       needed  to  the  balance sheet due to  the  March  31,  1997
       purchase date.
  
  2.   On  April 4, 1997, the Company purchased the Vestavia Centre
       in   Birmingham,  Alabama.   The  Vestavia  Centre'   office
       building  is approximately 75,880 net rentable square  feet.
       The  purchase  price of $4,650,000 was funded with  existing
       cash reserves.
  
  3.   On May 1, 1997, the Company purchased the Sugar Grove office
       building   in   the  Sugar  Land/Southwest  Houston,   Texas
       submarket.  The Sugar Grove office building is  a  six-story
       building  with  approximately 122,682  net  rentable  square
       feet.  The  purchase  price of $7,730,000  was  funded  with
       existing cash reserves and bank borrowings of $7,445,000  on
       a  line of credit with Deposit Guaranty National Bank  at  a
       rate  equal  to the 90-day LIBOR rate plus 1.75%,  currently
       7.5625%.
  
  4.   The  pro forma adjustments to the Consolidated Statement  of
       Income for the year ended December 31, 1996 and three months
       ended  March  31,  1997 set forth the effects  of  Parkway's
       purchases  of  the following buildings as if they  had  been
       consummated on January 1, 1996.
  
            BUILDING                            DATE OF PURCHASE
            
            Sugar Grove                             05/01/97
            Vestavia Centre                         04/04/97
            Meridian                                03/31/97
            Charlotte Park Executive Center         03/18/97
            Courtyard at Arapaho                    03/06/97
            Ashford II                              01/28/97
            Forum II & III                          01/07/97
            Tensor                                  10/31/96
            BB&T Financial Center                   09/30/96
            Falls Pointe                            08/09/96
            Roswell North                           08/09/96
            Cherokee                                07/09/96
            Courthouse                              07/09/96
            400 Northbelt                           04/15/96
            Woodbranch                              04/15/96
            One Park 10 Plaza                       03/07/96
       
       In  addition  to the purchases listed above, the adjustments
       on the pro forma consolidated statements of income set forth
       the  effect of the May 31, 1996 sale of 157 mortgage  loans,
       the  December  24, 1996 sale of the Virginia Beach  mortgage
       loan  and  the  placement of non-recourse mortgage  debt  on
       certain properties acquired during 1995 and 1996 as  if  the
       transactions  occurred  January 1,  1996.  These  pro  forma
       adjustments  are  detailed below by property  for  the  year
       ended  December  31, 1996 and three months ended  March  31,
       1997.
  
       The   effect  on  income  and  expenses  from  real   estate
       properties due to the above purchases are as follows:
  
       (a)  For the year ended December 31, 1996:
  
                           Revenue              Expenses
                         -----------   ---------------------------
                         Income From         Real Estate Owned
                         Real Estate    Operating     Depreciation
                         Properties      Expense        Expense
                         -----------   ------------   ------------
       One Park 10      $    299,000   $    160,000    $    25,000
       400 North Belt
        & Woodbranch       1,036,000        551,000         92,000
       Cherokee &
         Courthouse
         Road Bldgs.         917,000        480,000        124,000
       Falls Pointe &
         Roswell North     1,161,000        439,000        191,000
       BB&T Financial
         Center            3,072,000      1,055,000        413,000
       Tensor                810,000        530,000         64,000
       Forum II & III      2,749,000      1,331,000        370,000
       Charlotte Park      2,616,000      1,180,000        333,000
       Ashford II            649,000        441,000         50,000
       Courtyard at
         Arapaho           2,196,000        948,000        340,000
       Meridian              843,000        503,000        236,000
       Vestavia              878,000        394,000        105,000
       Sugar Grove         1,082,000        643,000        174,000
                         -----------     ----------     ----------
                         $18,308,000     $8,655,000     $2,517,000
                         ===========     ==========     ==========
  
       Depreciation  is provided by the straight-line  method  over
       the estimated useful lives of the buildings (40 years).
  
       (b)  For the three months ended March 31, 1997:
  
                           Revenue              Expenses
                         -----------   ---------------------------
                         Income From         Real Estate Owned
                         Real Estate    Operating     Depreciation
                         Properties      Expense        Expense
                         -----------   ------------   ------------
       Charlotte Park    $   505,000    $   208,000    $    69,000
       Ashford II             54,000         37,000          4,000
       Courtyard at
         Arapaho             366,000        164,000         58,000
       Meridian              354,000        123,000         59,000
       Vestavia              240,000         91,000         26,000
       Sugar Grove           309,000        165,000         43,000
                         -----------    -----------    -----------
                         $ 1,828,000    $   788,000    $   259,000
                         ===========    ===========    ===========
  
       Depreciation  is provided by the straight-line  method  over
       the estimated useful lives of the buildings (40 years).
  
            (c)   Pro  forma interest expense on real estate  owned
            reflects  the  non-recourse  debt  placed  on   certain
            buildings  acquired during 1995 and 1996 at the  actual
            amounts  and rates by property as if placed January  1,
            1996 and is detailed below.
       
            Property/Placement                 Year Ended
                Date/Rate           Debt        12/31/96
            ------------------  -----------    ----------
            IBM Building
              2/96 7.78%        $ 4,800,000    $   41,000
       
            Waterstone
              6/96 8.00%          5,620,000       185,000
       
            One Park 10
              7/96 8.35%          4,700,000       196,000
       
            400 North Belt &
              Woodbranch
              7/96 8.25%         10,000,000       412,000
       
            Falls Pointe &
              Roswell North
              12/96 8.375%        9,850,000       766,000
       
                                               ----------
                                               $1,600,000
                                               ==========
  
            No  additional  debt  has  been  placed  on
            properties  in  1997 and no pro forma  adjustments  are
            needed for the three months ended March 31, 1997.
  
       (d)  The January 1, 1996 pro forma effect of the sale of 157
            mortgage  loans  on May 31, 1996 and the  December  24,
            1996  sale  of the Virginia Beach mortgage loan  is  as
            follows:
       
                                             Year Ended
                                              12/31/96
                                            ------------
            Interest Income:
                 Mortgage loans             $(1,384,000)
       
       (e)  The  pro  forma effect of the purchases of Forum  II  &
            III,  Ashford II, Courtyard at Arapaho, Charlotte  Park
            Executive Center, Meridian, Vestavia and Sugar Grove as
            well  as  the  stock  offering of 2,012,500  shares  on
            interest expense on notes payable to banks for the year
            ended  December 31, 1996 and three months  ended  March
            31,  1997  is  an  increase of $582,000  and  $145,000,
            respectively.
       
       (f)  The  pro forma effect of the sale of the Virginia Beach
            mortgage  loan on interest expense on notes payable  on
            wrap mortgages for the year ended December 31, 1996  is
            a decrease of $340,000.
       
       
  7.   The pro forma earnings per share for the year ended December
       31,  1996  reflect  the sale of 2,012,500 shares  of  common
       stock  under  its existing shelf registration subsequent  to
       December 31, 1996.
  
  8.   No  additional income tax expenses were provided because  of
       the Company's net operating loss carryover.
  
  9.   All  per  share information for the year ended December  31,
       1996  has  been restated to reflect a 3 for 2  common  stock
       split  effected  as a dividend of one share  for  every  two
       shares outstanding on April 30, 1996 as well as the June 14,
       1996  private  placement  of 1,140,000  shares  as  if  both
       transactions had occurred January 1, 1996.
                                  
                                  
                              FORM 8-K
                                  
                      PARKWAY PROPERTIES, INC.
                                  
                                  
                             SIGNATURES
  
  Pursuant  to the requirements of the Securities Exchange  Act  of
  1934, the Registrant has duly caused this report to be signed  on
  its behalf by the undersigned hereunto duly authorized.
  
  DATE: June 27, 1997
  
                                          PARKWAY PROPERTIES, INC.
  
                                     BY:  /s/Sarah P. Clark
                                          Sarah P. Clark
                                          Vice President, Chief Financial
                                          Officer, Treasurer and Secretary