content: <PAGE>
                           UNITED STATES
  
                 SECURITIES AND EXCHANGE COMMISSION
  
                        WASHINGTON, DC  20549
  
                 ----------------------------------
  
                              FORM 8-K
  
  
                           CURRENT REPORT
  
  
                   Pursuant to Section 13 or 15(d)
                               of the
                   Securities Exchange Act of 1934
  
  
  Date of Report (Date earliest event reported):        N/A
                                                 -----------------
  
  
                      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)
  
  <PAGE>
  
                              FORM 8-K
  
                      PARKWAY PROPERTIES, INC.
  
  
  Item 5.   Other Events.
  
       From  time  to time, we may make forward-looking  statements
  (within the meaning of Section 27A of the Securities Act of  1933
  (the "Securities Act") and Section 21F of the Securities Exchange
  Act  of 1934 (the "Exchange Act")), in documents filed under  the
  Securities Act, the Exchange Act, press releases or other  public
  statements.  If we make forward-looking statements, we assume  no
  obligation  to  update forward-looking statements.   Shareholders
  should not place undue reliance on forward-looking statements  as
  they  involve numerous risks and uncertainties that  could  cause
  actual  results to differ materially from the results  stated  or
  implied  in  the  forward-looking  statements.   In  addition  to
  specific  factors that may be disclosed simultaneously  with  any
  forward-looking statement, some of the factors related to us  and
  our   businesses  that  could  cause  actual  results  to  differ
  materially from a forward-looking statement are set forth below.
  
        We  have  existing debt and refinancing risks. We currently
  have  both  fixed and variable rate indebtedness  and  may  incur
  indebtedness in the future, including borrowings under our credit
  facilities,  to  finance possible acquisitions  and  for  general
  working  purposes.  As a result, we are and expect to be  subject
  to the risks normally associated with debt financing including:
  
       o    interest rates may rise; and
  
       o    we may be unable to refinance or repay the debt as it
            becomes due.
  
        We  have  substantial  debt obligations  and  some  of  our
  properties secure our mortgage debt.  As of December 31, 1999, 29
  of   our  properties  secured  our  $214,736,000  of  nonrecourse
  mortgage indebtedness.  Future acquisitions may also be  used  to
  secure  our  debt.   If  we are unable to repay  indebtedness  as
  payments are required during the term of the loan or at maturity,
  we  may  have to sell properties to repay our debt, or properties
  may  be foreclosed upon or otherwise transferred to the mortgagee
  which would cause us to lose income and asset value.
  
        Fluctuations  in  interest rates may adversely  affect  our
  operations.   As  of  December  31, 1999,  we  had  approximately
  $86,640,000  of variable interest rate debt.  We may  also  incur
  indebtedness in the future that bears interest at a variable rate
  or  we  may  be  required to refinance our debt at higher  rates.
  Accordingly,  increases in interest rates could adversely  affect
  our   financial  condition  and  our  ability  to  pay   expected
  distributions to stockholders.
  
        No  limitation  on debt could result in our  becoming  more
  highly leveraged.  As of December 31, 2000, our ratio of debt  to
  total market capitalization was approximately 46%.  Our governing
  documents  do not limit the amount of indebtedness we may  incur.
  Accordingly, our Board of Directors could alter our current  debt
  structure  and would do so, for example, if it were necessary  to
  <PAGE>
  maintain  our  status  as a REIT.  We might  become  more  highly
  leveraged  as  a  result, and our financial  condition  and  cash
  available  for  distribution to stockholders might be  negatively
  affected  and  the  risk  of default on  our  indebtedness  could
  increase.
  
        Our real estate investments are subject to risks particular
  to real estate investments. Our investments are generally made in
  office properties.  We are, therefore, generally subject to risks
  incidental to the ownership of real estate.  These risks include:
  
       o    changes in general or local economic conditions;
  
       o    changes in supply of or demand for office properties or
            tenants for such properties in an area in which we have
            buildings;
  
       o    changes in interest rates and in the availability, cost and
            terms of mortgage financings which may render the sale or
            financing of a property difficult or unattractive;
  
       o    the impact of present and future environmental protection
            laws;
  
       o    the ongoing need for capital improvements;
  
       o    changes in real estate tax rates and other operating
            expenses;
  
       o    changes in tax, real estate and zoning laws;
  
       o    changes in governmental rules and fiscal policies; and
  
       o    civil unrest, acts of war, acts of God, including
            earthquakes and other natural disasters (which may result in
            uninsured losses) and other factors beyond our control.
  
        Should  any of these events occur, our financial  condition
  and  our  ability to make expected distributions to  stockholders
  could be adversely affected.
  
        The  economic conditions of our primary markets affect  our
  operations.  Substantially all of our properties are  located  in
  the  Southeastern  United States and Texas  and,  therefore,  our
  financial condition and ability to make expected distributions to
  our  stockholders  is  linked  to economic  conditions  in  these
  markets as well as the market for office space generally.
  
        Tenant  defaults  could  adversely affect  our  operations.
  Substantially  all of our revenues and income  come  from  rental
  income  from  real  property.  As such, our revenues  and  income
  could  be  adversely  affected if a  significant  number  of  our
  tenants defaulted under their lease obligations.  Our ability  to
  manage our assets is also subject to federal bankruptcy laws  and
  state laws that limit creditors' rights and remedies available to
  real  property owners to collect delinquent rents.  If  a  tenant
  becomes  insolvent or bankrupt, we cannot be sure that  we  could
  recover  the premises from the tenant promptly or from a  trustee
  or  debtor-in-possession in any bankruptcy proceeding relating to
  that  tenant.  We also cannot be sure that we would receive  rent
  <PAGE>
  in  the  proceeding sufficient to cover our expenses with respect
  to  the  premises.   If  a tenant becomes bankrupt,  the  federal
  bankruptcy  code will apply and, in some instances, may  restrict
  the  amount and recoverability of our claims against the  tenant.
  A  tenant's  default  on its obligations to  us  could  adversely
  affect our financial condition and the cash we have available for
  distributions to our stockholders.
  
       Illiquidity of real estate may limit our ability to vary our
  portfolio.  Real estate investments are relatively illiquid.  Our
  ability  to vary our portfolio in response to changes in economic
  and other conditions will therefore be limited.  In addition, the
  Internal  Revenue Code of 1986, as amended (the  "Code"),  limits
  our  ability  to  sell  our  properties.   If  we  must  sell  an
  investment, we cannot assure that we will be able to  dispose  of
  the  investment  in the time period we desire or that  the  sales
  price  of the investment will recoup or exceed our cost  for  the
  investment.
  
        We  are exposed to potential environmental liability.   Our
  operating costs may be affected by the obligation to pay for  the
  cost  of  complying with existing environmental laws,  ordinances
  and  regulations,  as well as the cost of complying  with  future
  legislation.    Under   various   federal,   state   and    local
  environmental  laws,  ordinances and regulations,  a  current  or
  previous owner or operator of real property may be liable for the
  costs  of removal or remediation of hazardous or toxic substances
  on,  under,  or  in  such  property.   These  laws  often  impose
  liability  whether or not the owner or operator knew of,  or  was
  responsible  for,  the  presence  of  the  hazardous   or   toxic
  substances.   In  addition, the presence of  hazardous  or  toxic
  substances,  or  the failure to remediate the property  properly,
  may  adversely affect the owner's ability to borrow by using such
  real  property  as collateral.  Any person who arranges  for  the
  transportation,  disposal  or treatment  of  hazardous  or  toxic
  substances  may  also  be  liable for the  costs  of  removal  or
  remediation  of  those  substances at the disposal  or  treatment
  facility,  whether or not the facility is or ever  was  owned  or
  operated  by that person. Certain environmental laws  and  common
  law principles could be used to impose liability for releases  of
  hazardous   materials,  including  asbestos-containing  materials
  ("ACMs"),  into  the  environment, and  third  parties  may  seek
  recovery from owners or operators of real properties for personal
  injury  associated  with  exposure  to  released  ACMs  or  other
  hazardous  materials.  We do not know of any material ACM  issues
  at  our properties.  However, there can be no assurance that ACMs
  do  not  exist  at  our properties.  If there  are  ACMs  at  the
  properties  that require removal or other remediation,  the  cost
  could  be  substantial and could have an adverse  effect  on  the
  value of the property.
  
        Environmental  laws  may also impose  restrictions  on  the
  manner in which a property may be used or transferred or in which
  businesses  may be operated, and these restrictions  may  require
  expenditures.  In connection with the ownership and operation  of
  our  properties, we may be potentially liable for any costs.  The
  cost  of  defending  against claims of liability  or  remediating
  contaminated   property   and  the   cost   of   complying   with
  environmental laws could materially adversely affect our  results
  of  operations  and financial condition and our ability  to  make
  expected distributions to stockholders.
  
        Phase  I environmental site assessments ("ESAs") have  been
  conducted  at  all  of  our properties by  qualified  independent
  <PAGE>
  environmental  engineers.  The purpose of  Phase  I  ESAs  is  to
  identify potential sources of contamination at the properties and
  to  assess  the  status  of environmental regulatory  compliance.
  Except as described in the next paragraph, ESAs have not revealed
  any  environmental  liability  or  compliance  concerns.   It  is
  possible,   however,  that  these  ESAs  did   not   reveal   all
  environmental liabilities or compliance concerns or that material
  environmental liabilities or compliance concerns exist  of  which
  we  are  currently  unaware.  We have not been  notified  by  any
  governmental  authority, and we have no other  knowledge  of  any
  material  noncompliance, liability or claim relating to hazardous
  or   toxic  substances  or  other  environmental  substances   in
  connection  with  any of our properties.  We  intend  to  perform
  additional  Phase I ESAs with respect to all properties  acquired
  in the future.
  
        Competition affects our operations.  All of our  properties
  are  located in developed areas where there are many other office
  properties  and real estate companies that compete  with  us  for
  tenants and for acquisition and development opportunities.   Some
  of  our  competitors  are larger than we  are  and  have  greater
  financial resources than we do.  This competition could:
  
       o    make it difficult for us to rent space at our properties;
  
       o    make rents currently charged lower than we expect and the
            terms of renewal or re-lease (including the cost of required
            renovations or concessions to tenants) less favorable to us than
            the prior lease; and
  
       o    cause the cost of properties we wish to purchase to rise.
  
        Uninsured  and  underinsured losses  may  adversely  affect
  operations.  We,  or  in  certain  instances,  tenants   of   our
  properties, carry commercial general liability, fire and extended
  coverage insurance with respect to our properties.  This coverage
  has  policy specifications and insured limits that we believe are
  customarily  carried for similar properties.  We plan  to  obtain
  similar  coverage  for  properties  we  acquire  in  the  future.
  However,  certain  types of losses, generally of  a  catastrophic
  nature, such as earthquakes and floods, may be either uninsurable
  or not economically insurable.  Should a property sustain damage,
  we  may incur losses due to insurance deductibles, to co-payments
  on  insured  losses or to uninsured losses.  In the  event  of  a
  substantial  property loss, the insurance  coverage  may  not  be
  sufficient  to  pay  the  full current market  value  or  current
  replacement cost of the property.   In the event of an  uninsured
  loss,  we could lose some or all of our capital investment,  cash
  flow  and  anticipated profits related to one or more properties.
  Inflation,    changes   in   building   codes   and   ordinances,
  environmental considerations, and other factors also  might  make
  it  infeasible  to use insurance proceeds to replace  a  property
  after   it   has   been   damaged  or  destroyed.    Under   such
  circumstances,  the insurance proceeds we receive  might  not  be
  adequate  to restore our economic position with respect  to  such
  property.
  <PAGE>
        Increases  in  property taxes could  adversely  affect  our
  distributions  to stockholders.  Our properties  are  subject  to
  real  property taxes.  The real property taxes on the  properties
  may  increase or decrease as property tax rates change and as the
  value  of  the  properties are assessed or reassessed  by  taxing
  authorities.   If  property taxes increase, our ability  to  make
  distributions to our stockholders could be adversely affected.
  
        Cost  of compliance with and potential liability under  the
  Americans with Disabilities Act could be substantial.  Under  the
  Americans  with Disabilities Act of 1990, as amended, all  public
  accommodations are required to meet certain federal  requirements
  related  to access and use by disabled persons.  Compliance  with
  the  public accommodations provision of the ADA could require the
  removal of access barriers, and noncompliance could result in the
  imposition  of  fines,  awards of damages  to  private  litigants
  and/or  a  court  order  to remove access  barriers.   Additional
  legislation may impose further burdens or restrictions on  owners
  with  respect to access by disabled persons.  In many  instances,
  the  applicability  and requirements of the ADA  are  not  clear.
  Accordingly,  the  cost  of  compliance  with  the  ADA  or  such
  legislation is not currently ascertainable, and, while such costs
  are  not  expected  to  have a material  adverse  effect  on  our
  financial  condition, such costs could be substantial.   We  have
  not  undertaken ADA studies of all of our properties and,  as  to
  those properties with respect to which we have not undertaken ADA
  studies, possible costs of compliance could arise.
  
  Our  Chairman serves as the Chairman of another REIT.  Leland  R.
  Speed  serves  as our Chairman and as the Chairman  of  EastGroup
  Properties,  Inc.,  a REIT with a focus on industrial  properties
  principally   in   the  Sunbelt  area  of  the   United   States.
  EastGroup's offices are separate from ours and we have  no  other
  common directors or officers.  As we both carry out our strategic
  plans,  our management and the management of EastGroup have  each
  stated  their intentions not to transfer properties  between  our
  two  companies,  and  we  each  intend  to  pursue  our  distinct
  corporate  plan.   There can be no assurance  that  conflicts  of
  interest will not arise between EastGroup and us in the future.
  
  Limitations  on  the  ownership  of  our  Common  Stock  and  our
  Stockholder Rights Agreement may preclude the acquisition of  our
  control.  Certain provisions contained in our Charter and Bylaws,
  our  Stockholder  Rights  Agreement, and  certain  provisions  of
  Maryland  law may have the effect of discouraging a  third  party
  from  making  an  acquisition proposal for  us  and  may  thereby
  inhibit  a  change  of control.  Provisions of  our  Charter  are
  designed to assist us in maintaining our qualification as a  REIT
  under  the  Code  by  preventing concentrated  ownership  of  our
  capital  stock  that might jeopardize REIT qualification.   Among
  other things, these provisions provide that, if a transfer of our
  stock  or a change in our capital structure would result  in  any
  person  (as  defined  in  the  Charter)  directly  or  indirectly
  acquiring beneficial ownership of more than 9.8% (in value or  in
  number, whichever is more restrictive) of our outstanding capital
  stock  excluding  Excess  Stock,  our  outstanding  shares  being
  constructively or beneficially owned by fewer than  100  persons,
  or  our being "closely held" within the meaning of Section 856 of
  the Code, then:
  
       o    any proposed transfer will be void ab initio and we will not
            recognize such transfer;
  <PAGE>
       o    we will have the right to redeem the shares proposed to be
            transferred; and
  
       o    the shares proposed to be transferred will be automatically
            converted into and exchanged for shares of a separate class of
            stock, the Excess Stock.
  
       Excess Stock has no dividend or voting rights but holders of
  Excess  Stock  do  have  certain  rights  in  the  event  of  our
  liquidation,  dissolution or winding up.   Our  Charter  provides
  that  we will hold the Excess Stock as trustee for the person  or
  persons to whom the shares are ultimately transferred, until  the
  time that the shares are retransferred to a person or persons  in
  whose  hands  the  shares would not be Excess Stock  and  certain
  price-related  restrictions are satisfied.  These provisions  may
  have  an  anti-takeover effect by discouraging tender  offers  or
  purchases  of  large  blocks  of  stock,  thereby  limiting   the
  opportunity  for  stockholders to receive  a  premium  for  their
  shares over then-prevailing market prices.
  
        In  addition, we have a stockholder rights plan.  Under the
  terms of the plan, we declared a dividend of rights on our Common
  Stock.  The rights issued under the plan will be triggered,  with
  certain exceptions, if and when any person or group acquires,  or
  commences  a tender offer to acquire, 15% or more of our  shares.
  The  rights plan is intended to prevent abusive hostile  takeover
  attempts by requiring a potential acquirer to negotiate the terms
  with  our Board of Directors.  However, it could have the  effect
  of deterring or preventing our acquisition, even if a majority of
  our  stockholders  were in favor of such acquisition,  and  could
  have the effect of making it more difficult for a person or group
  to gain control of us or to change existing management.
  
  There  are  certain  risks associated with our  REIT  status  and
  additional  risks  if we fail to qualify as a REIT.   We  believe
  that  we  have operated in a manner so as to qualify  as  a  REIT
  under  the  Code  for each of our taxable years  since  1997.  To
  qualify as a REIT we must satisfy numerous requirements (some  on
  an  annual  and  quarterly basis) established  under  the  highly
  technical and complex Code provisions, which include:
  
       o    maintaining ownership of specified minimum levels of real
            estate related assets;
  
       o    generating specified minimum levels of real estate related
            income;
  
       o    maintaining certain diversity of ownership requirements with
            respect to our shares; and
  
       o    distributing at least 95% (90% for tax years beginning after
            December 31, 2000) of all real estate investment taxable income
            on an annual basis.
  
        Only  limited  judicial and administrative  interpretations
  exist  of  these  rules.  In addition, qualification  as  a  REIT
  involves  the  determination  of  various  factual  matters   and
  circumstances not entirely within our control.
  
        If  we  fail  to qualify as a REIT, we will be  subject  to
  federal  income tax (including any applicable alternative minimum
  tax)  on  our  taxable income at corporate rates.   In  addition,
  <PAGE>
  unless entitled to relief under certain statutory provisions,  we
  will  be  disqualified from treatment as  a  REIT  for  the  four
  taxable  years  following  the year during  which  we  failed  to
  qualify.  This treatment would reduce net earnings available  for
  investment  or  distribution  to  stockholders  because  of   the
  additional  tax  liability for the year or  years  involved.   In
  addition, we would no longer be required to make distributions to
  our   stockholders.    To  the  extent  that   distributions   to
  stockholders had been made based on our qualifying as a REIT,  we
  might be required to borrow funds or to liquidate certain of  our
  investments to pay the applicable tax.
  
        As a REIT, we have been and will continue to be subject  to
  certain  federal,  state  and  local  taxes  on  our  income  and
  property.
  
  <PAGE>
  
                              FORM 8-K
  
                      PARKWAY PROPERTIES, INC.
  
  
                             SIGNATURES
  
  
  Pursuant  to the requirements of the Securities Exchange  Act  of
  1934, the Registrant has duly caused this report to be signed  on
  its behalf by the undersigned hereunto duly authorized.
  
  DATE:  April 6, 2000               PARKWAY PROPERTIES, INC.
  
                                     BY:  /s/Regina P. Shows
                                          Regina P. Shows
                                          Senior Vice President,
                                          Chief Accounting Officer,
                                          Controller and Treasurer
metadata_documents: [{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 23080}]
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": "594668"}, "business-address": {"street1": "ONE JACKSON PL", "street2": "188 E CAPITOL ST STE 1000", "city": "JACKSON", "state": "MS", "zip": "39225-4647", "phone": "6019484091"}, "mail-address": {"street1": "P O BOX 22728", "street2": "P O BOX 22728", "city": "JACKSON", "state": "MS", "zip": "39201"}, "former-company": {"former-conformed-name": "PARKWAY CO", "date-changed": "19951018"}}
text: UNITED STATES
  
                 SECURITIES AND EXCHANGE COMMISSION
  
                        WASHINGTON, DC  20549
  
                 ----------------------------------
  
                              FORM 8-K
  
                           CURRENT REPORT
  
                   Pursuant to Section 13 or 15(d)
                               of the
                   Securities Exchange Act of 1934
  
  Date of Report (Date earliest event reported):        N/A
                                                 -----------------
  
                      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.
  
       From  time  to time, we may make forward-looking  statements
  (within the meaning of Section 27A of the Securities Act of  1933
  (the "Securities Act") and Section 21F of the Securities Exchange
  Act  of 1934 (the "Exchange Act")), in documents filed under  the
  Securities Act, the Exchange Act, press releases or other  public
  statements.  If we make forward-looking statements, we assume  no
  obligation  to  update forward-looking statements.   Shareholders
  should not place undue reliance on forward-looking statements  as
  they  involve numerous risks and uncertainties that  could  cause
  actual  results to differ materially from the results  stated  or
  implied  in  the  forward-looking  statements.   In  addition  to
  specific  factors that may be disclosed simultaneously  with  any
  forward-looking statement, some of the factors related to us  and
  our   businesses  that  could  cause  actual  results  to  differ
  materially from a forward-looking statement are set forth below.
  
        We  have  existing debt and refinancing risks. We currently
  have  both  fixed and variable rate indebtedness  and  may  incur
  indebtedness in the future, including borrowings under our credit
  facilities,  to  finance possible acquisitions  and  for  general
  working  purposes.  As a result, we are and expect to be  subject
  to the risks normally associated with debt financing including:
  
       o    interest rates may rise; and
  
       o    we may be unable to refinance or repay the debt as it
            becomes due.
  
        We  have  substantial  debt obligations  and  some  of  our
  properties secure our mortgage debt.  As of December 31, 1999, 29
  of   our  properties  secured  our  $214,736,000  of  nonrecourse
  mortgage indebtedness.  Future acquisitions may also be  used  to
  secure  our  debt.   If  we are unable to repay  indebtedness  as
  payments are required during the term of the loan or at maturity,
  we  may  have to sell properties to repay our debt, or properties
  may  be foreclosed upon or otherwise transferred to the mortgagee
  which would cause us to lose income and asset value.
  
        Fluctuations  in  interest rates may adversely  affect  our
  operations.   As  of  December  31, 1999,  we  had  approximately
  $86,640,000  of variable interest rate debt.  We may  also  incur
  indebtedness in the future that bears interest at a variable rate
  or  we  may  be  required to refinance our debt at higher  rates.
  Accordingly,  increases in interest rates could adversely  affect
  our   financial  condition  and  our  ability  to  pay   expected
  distributions to stockholders.
  
        No  limitation  on debt could result in our  becoming  more
  highly leveraged.  As of December 31, 2000, our ratio of debt  to
  total market capitalization was approximately 46%.  Our governing
  documents  do not limit the amount of indebtedness we may  incur.
  Accordingly, our Board of Directors could alter our current  debt
  structure  and would do so, for example, if it were necessary  to
  maintain  our  status  as a REIT.  We might  become  more  highly
  leveraged  as  a  result, and our financial  condition  and  cash
  available  for  distribution to stockholders might be  negatively
  affected  and  the  risk  of default on  our  indebtedness  could
  increase.
  
        Our real estate investments are subject to risks particular
  to real estate investments. Our investments are generally made in
  office properties.  We are, therefore, generally subject to risks
  incidental to the ownership of real estate.  These risks include:
  
       o    changes in general or local economic conditions;
  
       o    changes in supply of or demand for office properties or
            tenants for such properties in an area in which we have
            buildings;
  
       o    changes in interest rates and in the availability, cost and
            terms of mortgage financings which may render the sale or
            financing of a property difficult or unattractive;
  
       o    the impact of present and future environmental protection
            laws;
  
       o    the ongoing need for capital improvements;
  
       o    changes in real estate tax rates and other operating
            expenses;
  
       o    changes in tax, real estate and zoning laws;
  
       o    changes in governmental rules and fiscal policies; and
  
       o    civil unrest, acts of war, acts of God, including
            earthquakes and other natural disasters (which may result in
            uninsured losses) and other factors beyond our control.
  
        Should  any of these events occur, our financial  condition
  and  our  ability to make expected distributions to  stockholders
  could be adversely affected.
  
        The  economic conditions of our primary markets affect  our
  operations.  Substantially all of our properties are  located  in
  the  Southeastern  United States and Texas  and,  therefore,  our
  financial condition and ability to make expected distributions to
  our  stockholders  is  linked  to economic  conditions  in  these
  markets as well as the market for office space generally.
  
        Tenant  defaults  could  adversely affect  our  operations.
  Substantially  all of our revenues and income  come  from  rental
  income  from  real  property.  As such, our revenues  and  income
  could  be  adversely  affected if a  significant  number  of  our
  tenants defaulted under their lease obligations.  Our ability  to
  manage our assets is also subject to federal bankruptcy laws  and
  state laws that limit creditors' rights and remedies available to
  real  property owners to collect delinquent rents.  If  a  tenant
  becomes  insolvent or bankrupt, we cannot be sure that  we  could
  recover  the premises from the tenant promptly or from a  trustee
  or  debtor-in-possession in any bankruptcy proceeding relating to
  that  tenant.  We also cannot be sure that we would receive  rent
  in  the  proceeding sufficient to cover our expenses with respect
  to  the  premises.   If  a tenant becomes bankrupt,  the  federal
  bankruptcy  code will apply and, in some instances, may  restrict
  the  amount and recoverability of our claims against the  tenant.
  A  tenant's  default  on its obligations to  us  could  adversely
  affect our financial condition and the cash we have available for
  distributions to our stockholders.
  
       Illiquidity of real estate may limit our ability to vary our
  portfolio.  Real estate investments are relatively illiquid.  Our
  ability  to vary our portfolio in response to changes in economic
  and other conditions will therefore be limited.  In addition, the
  Internal  Revenue Code of 1986, as amended (the  "Code"),  limits
  our  ability  to  sell  our  properties.   If  we  must  sell  an
  investment, we cannot assure that we will be able to  dispose  of
  the  investment  in the time period we desire or that  the  sales
  price  of the investment will recoup or exceed our cost  for  the
  investment.
  
        We  are exposed to potential environmental liability.   Our
  operating costs may be affected by the obligation to pay for  the
  cost  of  complying with existing environmental laws,  ordinances
  and  regulations,  as well as the cost of complying  with  future
  legislation.    Under   various   federal,   state   and    local
  environmental  laws,  ordinances and regulations,  a  current  or
  previous owner or operator of real property may be liable for the
  costs  of removal or remediation of hazardous or toxic substances
  on,  under,  or  in  such  property.   These  laws  often  impose
  liability  whether or not the owner or operator knew of,  or  was
  responsible  for,  the  presence  of  the  hazardous   or   toxic
  substances.   In  addition, the presence of  hazardous  or  toxic
  substances,  or  the failure to remediate the property  properly,
  may  adversely affect the owner's ability to borrow by using such
  real  property  as collateral.  Any person who arranges  for  the
  transportation,  disposal  or treatment  of  hazardous  or  toxic
  substances  may  also  be  liable for the  costs  of  removal  or
  remediation  of  those  substances at the disposal  or  treatment
  facility,  whether or not the facility is or ever  was  owned  or
  operated  by that person. Certain environmental laws  and  common
  law principles could be used to impose liability for releases  of
  hazardous   materials,  including  asbestos-containing  materials
  ("ACMs"),  into  the  environment, and  third  parties  may  seek
  recovery from owners or operators of real properties for personal
  injury  associated  with  exposure  to  released  ACMs  or  other
  hazardous  materials.  We do not know of any material ACM  issues
  at  our properties.  However, there can be no assurance that ACMs
  do  not  exist  at  our properties.  If there  are  ACMs  at  the
  properties  that require removal or other remediation,  the  cost
  could  be  substantial and could have an adverse  effect  on  the
  value of the property.
  
        Environmental  laws  may also impose  restrictions  on  the
  manner in which a property may be used or transferred or in which
  businesses  may be operated, and these restrictions  may  require
  expenditures.  In connection with the ownership and operation  of
  our  properties, we may be potentially liable for any costs.  The
  cost  of  defending  against claims of liability  or  remediating
  contaminated   property   and  the   cost   of   complying   with
  environmental laws could materially adversely affect our  results
  of  operations  and financial condition and our ability  to  make
  expected distributions to stockholders.
  
        Phase  I environmental site assessments ("ESAs") have  been
  conducted  at  all  of  our properties by  qualified  independent
  environmental  engineers.  The purpose of  Phase  I  ESAs  is  to
  identify potential sources of contamination at the properties and
  to  assess  the  status  of environmental regulatory  compliance.
  Except as described in the next paragraph, ESAs have not revealed
  any  environmental  liability  or  compliance  concerns.   It  is
  possible,   however,  that  these  ESAs  did   not   reveal   all
  environmental liabilities or compliance concerns or that material
  environmental liabilities or compliance concerns exist  of  which
  we  are  currently  unaware.  We have not been  notified  by  any
  governmental  authority, and we have no other  knowledge  of  any
  material  noncompliance, liability or claim relating to hazardous
  or   toxic  substances  or  other  environmental  substances   in
  connection  with  any of our properties.  We  intend  to  perform
  additional  Phase I ESAs with respect to all properties  acquired
  in the future.
  
        Competition affects our operations.  All of our  properties
  are  located in developed areas where there are many other office
  properties  and real estate companies that compete  with  us  for
  tenants and for acquisition and development opportunities.   Some
  of  our  competitors  are larger than we  are  and  have  greater
  financial resources than we do.  This competition could:
  
       o    make it difficult for us to rent space at our properties;
  
       o    make rents currently charged lower than we expect and the
            terms of renewal or re-lease (including the cost of required
            renovations or concessions to tenants) less favorable to us than
            the prior lease; and
  
       o    cause the cost of properties we wish to purchase to rise.
  
        Uninsured  and  underinsured losses  may  adversely  affect
  operations.  We,  or  in  certain  instances,  tenants   of   our
  properties, carry commercial general liability, fire and extended
  coverage insurance with respect to our properties.  This coverage
  has  policy specifications and insured limits that we believe are
  customarily  carried for similar properties.  We plan  to  obtain
  similar  coverage  for  properties  we  acquire  in  the  future.
  However,  certain  types of losses, generally of  a  catastrophic
  nature, such as earthquakes and floods, may be either uninsurable
  or not economically insurable.  Should a property sustain damage,
  we  may incur losses due to insurance deductibles, to co-payments
  on  insured  losses or to uninsured losses.  In the  event  of  a
  substantial  property loss, the insurance  coverage  may  not  be
  sufficient  to  pay  the  full current market  value  or  current
  replacement cost of the property.   In the event of an  uninsured
  loss,  we could lose some or all of our capital investment,  cash
  flow  and  anticipated profits related to one or more properties.
  Inflation,    changes   in   building   codes   and   ordinances,
  environmental considerations, and other factors also  might  make
  it  infeasible  to use insurance proceeds to replace  a  property
  after   it   has   been   damaged  or  destroyed.    Under   such
  circumstances,  the insurance proceeds we receive  might  not  be
  adequate  to restore our economic position with respect  to  such
  property.
  Increases  in  property taxes could  adversely  affect  our
  distributions  to stockholders.  Our properties  are  subject  to
  real  property taxes.  The real property taxes on the  properties
  may  increase or decrease as property tax rates change and as the
  value  of  the  properties are assessed or reassessed  by  taxing
  authorities.   If  property taxes increase, our ability  to  make
  distributions to our stockholders could be adversely affected.
  
        Cost  of compliance with and potential liability under  the
  Americans with Disabilities Act could be substantial.  Under  the
  Americans  with Disabilities Act of 1990, as amended, all  public
  accommodations are required to meet certain federal  requirements
  related  to access and use by disabled persons.  Compliance  with
  the  public accommodations provision of the ADA could require the
  removal of access barriers, and noncompliance could result in the
  imposition  of  fines,  awards of damages  to  private  litigants
  and/or  a  court  order  to remove access  barriers.   Additional
  legislation may impose further burdens or restrictions on  owners
  with  respect to access by disabled persons.  In many  instances,
  the  applicability  and requirements of the ADA  are  not  clear.
  Accordingly,  the  cost  of  compliance  with  the  ADA  or  such
  legislation is not currently ascertainable, and, while such costs
  are  not  expected  to  have a material  adverse  effect  on  our
  financial  condition, such costs could be substantial.   We  have
  not  undertaken ADA studies of all of our properties and,  as  to
  those properties with respect to which we have not undertaken ADA
  studies, possible costs of compliance could arise.
  
  Our  Chairman serves as the Chairman of another REIT.  Leland  R.
  Speed  serves  as our Chairman and as the Chairman  of  EastGroup
  Properties,  Inc.,  a REIT with a focus on industrial  properties
  principally   in   the  Sunbelt  area  of  the   United   States.
  EastGroup's offices are separate from ours and we have  no  other
  common directors or officers.  As we both carry out our strategic
  plans,  our management and the management of EastGroup have  each
  stated  their intentions not to transfer properties  between  our
  two  companies,  and  we  each  intend  to  pursue  our  distinct
  corporate  plan.   There can be no assurance  that  conflicts  of
  interest will not arise between EastGroup and us in the future.
  
  Limitations  on  the  ownership  of  our  Common  Stock  and  our
  Stockholder Rights Agreement may preclude the acquisition of  our
  control.  Certain provisions contained in our Charter and Bylaws,
  our  Stockholder  Rights  Agreement, and  certain  provisions  of
  Maryland  law may have the effect of discouraging a  third  party
  from  making  an  acquisition proposal for  us  and  may  thereby
  inhibit  a  change  of control.  Provisions of  our  Charter  are
  designed to assist us in maintaining our qualification as a  REIT
  under  the  Code  by  preventing concentrated  ownership  of  our
  capital  stock  that might jeopardize REIT qualification.   Among
  other things, these provisions provide that, if a transfer of our
  stock  or a change in our capital structure would result  in  any
  person  (as  defined  in  the  Charter)  directly  or  indirectly
  acquiring beneficial ownership of more than 9.8% (in value or  in
  number, whichever is more restrictive) of our outstanding capital
  stock  excluding  Excess  Stock,  our  outstanding  shares  being
  constructively or beneficially owned by fewer than  100  persons,
  or  our being "closely held" within the meaning of Section 856 of
  the Code, then:
  
       o    any proposed transfer will be void ab initio and we will not
            recognize such transfer;
  o    we will have the right to redeem the shares proposed to be
            transferred; and
  
       o    the shares proposed to be transferred will be automatically
            converted into and exchanged for shares of a separate class of
            stock, the Excess Stock.
  
       Excess Stock has no dividend or voting rights but holders of
  Excess  Stock  do  have  certain  rights  in  the  event  of  our
  liquidation,  dissolution or winding up.   Our  Charter  provides
  that  we will hold the Excess Stock as trustee for the person  or
  persons to whom the shares are ultimately transferred, until  the
  time that the shares are retransferred to a person or persons  in
  whose  hands  the  shares would not be Excess Stock  and  certain
  price-related  restrictions are satisfied.  These provisions  may
  have  an  anti-takeover effect by discouraging tender  offers  or
  purchases  of  large  blocks  of  stock,  thereby  limiting   the
  opportunity  for  stockholders to receive  a  premium  for  their
  shares over then-prevailing market prices.
  
        In  addition, we have a stockholder rights plan.  Under the
  terms of the plan, we declared a dividend of rights on our Common
  Stock.  The rights issued under the plan will be triggered,  with
  certain exceptions, if and when any person or group acquires,  or
  commences  a tender offer to acquire, 15% or more of our  shares.
  The  rights plan is intended to prevent abusive hostile  takeover
  attempts by requiring a potential acquirer to negotiate the terms
  with  our Board of Directors.  However, it could have the  effect
  of deterring or preventing our acquisition, even if a majority of
  our  stockholders  were in favor of such acquisition,  and  could
  have the effect of making it more difficult for a person or group
  to gain control of us or to change existing management.
  
  There  are  certain  risks associated with our  REIT  status  and
  additional  risks  if we fail to qualify as a REIT.   We  believe
  that  we  have operated in a manner so as to qualify  as  a  REIT
  under  the  Code  for each of our taxable years  since  1997.  To
  qualify as a REIT we must satisfy numerous requirements (some  on
  an  annual  and  quarterly basis) established  under  the  highly
  technical and complex Code provisions, which include:
  
       o    maintaining ownership of specified minimum levels of real
            estate related assets;
  
       o    generating specified minimum levels of real estate related
            income;
  
       o    maintaining certain diversity of ownership requirements with
            respect to our shares; and
  
       o    distributing at least 95% (90% for tax years beginning after
            December 31, 2000) of all real estate investment taxable income
            on an annual basis.
  
        Only  limited  judicial and administrative  interpretations
  exist  of  these  rules.  In addition, qualification  as  a  REIT
  involves  the  determination  of  various  factual  matters   and
  circumstances not entirely within our control.
  
        If  we  fail  to qualify as a REIT, we will be  subject  to
  federal  income tax (including any applicable alternative minimum
  tax)  on  our  taxable income at corporate rates.   In  addition,
  unless entitled to relief under certain statutory provisions,  we
  will  be  disqualified from treatment as  a  REIT  for  the  four
  taxable  years  following  the year during  which  we  failed  to
  qualify.  This treatment would reduce net earnings available  for
  investment  or  distribution  to  stockholders  because  of   the
  additional  tax  liability for the year or  years  involved.   In
  addition, we would no longer be required to make distributions to
  our   stockholders.    To  the  extent  that   distributions   to
  stockholders had been made based on our qualifying as a REIT,  we
  might be required to borrow funds or to liquidate certain of  our
  investments to pay the applicable tax.
  
        As a REIT, we have been and will continue to be subject  to
  certain  federal,  state  and  local  taxes  on  our  income  and
  property.
  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:  April 6, 2000               PARKWAY PROPERTIES, INC.
  
                                     BY:  /s/Regina P. Shows
                                          Regina P. Shows
                                          Senior Vice President,
                                          Chief Accounting Officer,
                                          Controller and Treasurer