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):  Jan. 15, 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)
  
  
  300 One Jackson Place, 188 E. Capitol St., Jackson, MS  39201
  ------------------------------------------------------------------
  (Address of principal executive offices)               (Zip Code)
  
  
  Registrant's telephone number, including area code (601) 948-4091
                                                     ---------------
  
  
  ------------------------------------------------------------------
   (Former name or former address, if changed since last report)
                                  
                              FORM 8-K
                                  
                      PARKWAY PROPERTIES, INC.
  
  
  Item 5.   Other Events
  
                  On  January  22,  1997, Parkway Properties,  Inc.
            closed  its  previously  announced  sale  of  1,750,000
            shares  of  its  Common Stock under its existing  shelf
            registration  statement at a purchase price  of  $27.00
            per  share.   The  shares  were sold  with  PaineWebber
            Incorporated  acting  as  sole  underwriter   for   the
            offering.    The   net   proceeds   of   the   offering
            (approximately  $44,700,000  net  of  commissions   and
            expenses)  will be used for general corporate purposes,
            including  the  repayment of outstanding variable  rate
            indebtedness and for the purchase of office properties.
            Following  this transaction, the Company had  6,016,836
            shares of Common Stock outstanding.
  
  
                              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: January 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": 3434}]
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": "97510950"}, "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):  Jan. 15, 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)
  
  300 One Jackson Place, 188 E. Capitol St., Jackson, MS  39201
  ------------------------------------------------------------------
  (Address of principal executive offices)               (Zip Code)
  
  Registrant's telephone number, including area code (601) 948-4091
                                                     ---------------
  
  ------------------------------------------------------------------
   (Former name or former address, if changed since last report)
                                  
                              FORM 8-K
                                  
                      PARKWAY PROPERTIES, INC.
  
  Item 5.   Other Events
  
                  On  January  22,  1997, Parkway Properties,  Inc.
            closed  its  previously  announced  sale  of  1,750,000
            shares  of  its  Common Stock under its existing  shelf
            registration  statement at a purchase price  of  $27.00
            per  share.   The  shares  were sold  with  PaineWebber
            Incorporated  acting  as  sole  underwriter   for   the
            offering.    The   net   proceeds   of   the   offering
            (approximately  $44,700,000  net  of  commissions   and
            expenses)  will be used for general corporate purposes,
            including  the  repayment of outstanding variable  rate
            indebtedness and for the purchase of office properties.
            Following  this transaction, the Company had  6,016,836
            shares of Common Stock outstanding.
  
                              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: January 27, 1997            PARKWAY PROPERTIES, INC.
  
                               BY:  /s/ Sarah P. Clark
                                    Sarah P. Clark
                                    Vice President, Chief Financial
                                    Officer, Treasurer and Secretary