content: UNITED STATES
  
                 SECURITIES AND EXCHANGE COMMISSION
                                  
                        WASHINGTON, DC  20549
                                  
                 ----------------------------------
                                  
                              FORM 8-K
                                  
                                  
                           CURRENT REPORT
                                  
                                  
                   Pursuant to Section 13 or 15(d)
                               of the
                   Securities Exchange Act of 1934
  
  
  Date of Report (Date earliest event reported):  April 23, 1998
                                                 -----------------
  
  
                      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 April 23, 1998, Parkway Properties, Inc. priced  an
       offering  2,400,000  shares  of 8.75%  Series  A  Cumulative
       Redeemable  Preferred Stock at $25 per  share  in  a  public
       offering.  Net proceeds of approximately $57.6 million  will
       be  used  to  repay  advances currently outstanding  on  the
       Company's lines of credit.
  
             The preferred stock may be redeemed by the Company  at
       $25.00  per  share plus accrued and unpaid dividends  on  or
       after  April 23, 2003, has no stated maturity, sinking  fund
       or  mandatory  redemption and is not  convertible  into  any
       other securities of the Company.
  
              The   offering   was  underwritten   by   PaineWebber
       Incorporated,  J.C.  Bradford &  Co.  and  Raymond  James  &
       Associates, Inc.
  
  
  Item 7.   Financial Statements and Exhibits.
  
            (c)  Exhibits.
  
            (1)  Underwriting Agreement between Parkway Properties, Inc. a
                 Maryland corporation and Parkway Properties LP, a Delaware
                 partnership, and PaineWebber Incorporated, J.C. Bradford & Co.,
                 Raymond James & Associates, Inc., dated April 23, 1998.  Parkway
                 agrees to furnish supplementally to the Securities and Exchange
                 Commission on request a copy of any omitted schedule or exhibit
                 to this agreement.
  
                       (2)   Articles Supplementary of the  Company
                 relating   to   the  8.75%  Series  A   Cumulative
                 Redeemable   Preferred  Stock   (incorporated   by
                 reference to Exhibit 1 to the Company's  Form  8-A
                 filed April 24, 1998).
  
                       (3)  Opinion of Jaeckle Fleischmann & Mugel,
                 LLP regarding legality.
  
                              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 28, 1998         PARKWAY PROPERTIES, INC.
  
                                BY:  /s/Sarah P. Clark
                                     Sarah P. Clark
                           					     Senior Vice President,
                                     Chief Financial Officer,
                                     Treasurer and Secretary
  
                                                                   
  
  
  
  
                          2,400,000 Shares
  
                      PARKWAY PROPERTIES, INC.
                                  
        8.75% Series A Cumulative Redeemable Preferred Stock
                    (par value $0.001 per share)
                                  
                                  
                       UNDERWRITING AGREEMENT
  
  
  April 23, 1998
  
  
  PAINEWEBBER INCORPORATED
  J.C. BRADFORD & CO.
  RAYMOND JAMES & ASSOCIATES, INC.
  c/o  PaineWebber Incorporated
       1285 Avenue of the Americas
       New York, New York 10019
  
  Dear Ladies and Gentlemen:
  
            Parkway Properties, Inc., a Maryland corporation (the
  "Company") and Parkway Properties LP, a Delaware partnership (the
  "Operating Partnership"), confirms its agreement with PaineWebber
  Incorporated, J.C. Bradford & Co., and Raymond James &
  Associates, Inc. (the "Underwriters"), as follows:
  
            1.   Description of Securities.  The Company proposes
  to issue and sell to the Underwriters, severally and not jointly,
  2,400,000 shares of 8.75% Series A Cumulative Redeemable
  Preferred Stock, par value $0.001 per share, (the "Preferred
  Stock").
  
            The Preferred Stock will be issued in one or more
  series and each series of Preferred Stock may vary, as
  applicable, as to the title, specific number of shares, rank,
  stated value, liquidation preference, dividend rate or rates (or
  method of calculation), dividend payments dates, redemption
  provisions, sinking fund requirements, conversion provisions and
  any other variable terms as set forth in the applicable
  certificate of designations (each, the "Articles Supplementary")
  relating to such series of Preferred Stock.
  
            The shares of Preferred Stock to be issued and sold by
  the Company are hereinafter referred to as the "Securities".
  
            2.   Representations and Warranties of the Company.
  The Company and the Operating Partnership represent and warrant
  to and agree with the Underwriters that:
  
                      (i)       A registration statement on Form S-
       3 (File No. 333-48161) and pre-effective amendment no. 1
       thereto, with respect to the Securities, including a
       prospectus, have been carefully prepared by the Company in
       conformity with the requirements of the Securities Act of
       1933, as amended (the "Act") and the rules and regulations
       (the "1933 Act Rules and Regulations") of the Securities and
       Exchange Commission (the "Commission") thereunder, have been
       filed with the Commission and declared effective.  Such
       registration statement and prospectus may have been amended
       or supplemented prior to the date of this Underwriting
       Agreement; any such amendment or supplement was so prepared
       and filed, and any such amendment filed after the effective
       date of such registration statement has been declared
       effective.  No stop order suspending the effectiveness of
       either registration statement has been issued, and no
       proceeding for that purpose has been instituted or
       threatened by the Commission.  A prospectus supplement (the
       "Prospectus Supplement") setting forth the terms of the
       offering, sale and plan of distribution of the Securities
       and additional information concerning the Company and its
       business has been or will be so prepared and will be filed
       pursuant to Rule 424(b) of the 1933 Act Rules and
       Regulations on or before the second business day after the
       date hereof (or such earlier time as may be required by the
       1933 Act Rules and Regulations).  Copies of such
       registration statement and prospectus, any such amendments
       or supplements and all documents incorporated by reference
       therein that were filed with the Commission on or prior to
       the date of this Underwriting Agreement (including one fully
       executed copy of the registration statement and of each
       amendment thereto for the Underwriters and their counsel)
       have been delivered to the Underwriters and their counsel.
       The registration statement, as it may have heretofore been
       amended, is referred to herein as the "Registration
       Statement," and the final form of prospectus included in the
       Registration Statement, as supplemented by the Prospectus
       Supplement, is referred to herein as the "Prospectus."  Any
       reference herein to the Registration Statement, the
       Prospectus or any amendment or supplement thereto shall be
       deemed to refer to and include the documents incorporated by
       reference therein, and any reference herein to the terms
       "amend," "amendment" or "supplement" with respect to the
       Registration Statement or Prospectus shall be deemed to
       refer to and include the filing after the execution hereof
       of any document with the Commission deemed to be
       incorporated by reference therein.  For purposes of this
       Underwriting Agreement, all references to the Registration
       Statement and Prospectus or to any amendment or supplement
       thereto shall be deemed to include any copy filed with the
       Commission pursuant to its Electronic Data Gathering
       Analysis and Retrieval System ("EDGAR"), and such copy shall
       be identical in content to any Prospectus delivered to the
       Underwriters for use in connection with the offering of the
       Securities.
  
                      (ii)      Each part of the Registration
       Statement, when such part became or becomes effective and
       the Prospectus and any amendment or supplement thereto, on
       the date of filing thereof with the Commission and at the
       Closing Date (as hereinafter defined), and, if later, at an
       Option Closing Date (as hereinafter defined), conformed or
       will conform in all material respects with the requirements
       of the Act and the 1933 Act Rules and Regulations; each part
       of the Registration Statement, when such part became or
       becomes effective, or when such part was filed with the
       Commission, did not or will not contain an untrue statement
       of a material fact or omit to state a material fact required
       to be stated therein or necessary to make the statements
       therein not misleading; the Prospectus and any amendment or
       supplement thereto, on the date of filing thereof with the
       Commission and at the Closing Date, and, if later, at an
       Option Closing Date, did not or will not include an untrue
       statement of a material fact or omit to state a material
       fact necessary to make the statements therein, in the light
       of the circumstances under which they were made, not
       misleading; except that the foregoing shall not apply to
       statements in, or omissions from, any such document in
       reliance upon, and in conformity with, written information
       concerning the Underwriters that was furnished to the
       Company by the Underwriters specifically for use in the
       preparation thereof.
  
                      (iii)          The documents incorporated by
       reference in the Registration Statement, the Prospectus, any
       amendment or supplement thereto, when they became or become
       effective under the Act or were or are filed with the
       Commission under the Act or the Securities Exchange Act of
       1934, as amended (the "Exchange Act"), as the case may be,
       conformed or will conform in all material respects with the
       requirements of the Act, the 1933 Act Rules and Regulations,
       the Exchange Act and/or the rules and regulations of the
       Commission thereunder (the "Exchange Act Rules and
       Regulations"), as applicable.
  
                      (iv)      The consolidated financial
       statements of the Company together with the related
       schedules and notes thereto, set forth or included or
       incorporated by reference in the Registration Statement and
       Prospectus fairly present the financial condition of the
       Company and its consolidated subsidiaries as of the dates
       indicated and the results of operations, changes in
       financial position, stockholders' equity and cash flows for
       the periods therein specified, in conformity with generally
       accepted accounting principles consistently applied
       throughout the periods involved (except as otherwise stated
       therein).  The summary and selected financial and
       statistical data included or incorporated by reference in
       the Registration Statement and the Prospectus present fairly
       the information shown therein and, to the extent based upon
       or derived from the financial statements, have been compiled
       on a basis consistent with the financial statements
       presented therein.  In addition, the pro forma financial
       statements of the Company, and the related notes thereto,
       included or incorporated by reference in the Registration
       Statement and the Prospectus present fairly the information
       shown therein, have been prepared in accordance with the
       Commission's rules and guidelines with respect to pro forma
       financial statements and have been properly compiled on the
       basis described therein, and the assumptions used in the
       preparation thereof are reasonable and the adjustments used
       therein are appropriate to give effect to the transactions
       and circumstances referred to therein.  Furthermore, all
       financial statements required by Rule 3-14 of Regulation S-X
       ("Rule 3-14") have been included or incorporated by
       reference in the Registration Statement and the Prospectus
       and any such financial statements are in conformity with the
       requirements of Rule 3-14.  No other financial statements
       are required to be set forth or to be incorporated by
       reference in the Registration Statement or the Prospectus
       under the Act or the 1933 Act Rules and Regulations
       thereunder.
  
                      (v)       Ernst & Young LLP, whose reports
       are incorporated by reference in the Registration Statement,
       are and, during the periods covered by their reports, were
       independent public accountants as required by the Act and
       the 1933 Act Rules and Regulations.
  
                      (vi)      The only subsidiaries (as defined
       in the 1933 Act Rules and Regulations) of the Company are
       the subsidiaries listed on Schedule B hereto (the
       "Subsidiaries").  Each of the Company and its Subsidiaries
       has been duly incorporated or formed, as the case may be,
       and is an existing corporation, general or limited
       partnership, or other legal entity, as the case may be, in
       good standing under the laws of its jurisdiction of
       incorporation or formation, as the case may be.  The Company
       and each of its Subsidiaries has full power and authority
       (corporate and other) to conduct its business as described
       in the Registration Statement and Prospectus, and is duly
       qualified or registered to do business in each jurisdiction
       in which it owns or leases real property or in which the
       conduct of its business requires such qualification or
       registration except where the failure to be so qualified or
       registered, considering all such cases in the aggregate,
       would not have a material adverse effect on the business,
       properties, financial position or results of operations of
       the Company and its Subsidiaries taken as a whole; and,
       other than the Subsidiaries, the Company owns no stock or
       other beneficial interest in any corporation, partnership,
       joint venture or other business entity.
  
                      (vii)          All of the issued and
       outstanding capital stock or ownership interests of each
       Subsidiary has been duly authorized and are validly issued,
       fully paid and nonassessable and is wholly-owned by the
       Company, directly or through subsidiaries, free and clear of
       any security interest, mortgage, pledge, lien, encumbrance,
       claim or equity.
  
                      (viii)         All of the issued and
       outstanding shares of capital stock of the Company have been
       duly authorized and are validly issued, fully paid and
       nonassessable and conform to the description thereof in the
       Prospectus.  The stockholders of the Company have no
       preemptive rights with respect to the Securities.
  
                      (ix)      The Securities will be as of the
       Closing Date, and the Optional Securities (as hereinafter
       defined) will be as of any Option Closing Date, duly
       authorized by the Company for issuance and sale pursuant to
       this Underwriting Agreement; and when issued and delivered
       by the Company pursuant to this Underwriting Agreement
       against payment of the consideration therefor specified
       herein, will be validly issued, fully paid and
       nonassessable.  The Securities conform to the description
       thereof in the Prospectus and will not be subject to any
       preemptive rights of any securityholder of the Company.  No
       holder of Preferred Stock will be subject to personal
       liability by reason of being such a holder.  The applicable
       Articles Supplementary will be in full force and effect
       prior to the Closing Date or the Option Closing Date, as
       applicable and will comply with all applicable legal
       requirements.
  
                      (x)       Except as contemplated in the
       Prospectus, subsequent to the respective dates as of which
       information is given in the Registration Statement and the
       Prospectus, the Company and its Subsidiaries have not
       incurred any liabilities or obligations, direct or contin
       gent; or entered into any transactions, not in the ordinary
       course of business, that are material to the Company and its
       Subsidiaries on a consolidated basis; and there has not been
       any material change in the capital stock or structure, short-
       term debt or long-term debt of the Company and its
       Subsidiaries; or any material adverse change, or any
       development that is reasonably likely to involve a
       prospective material adverse change, in the condition
       (financial or other), business, prospects, net worth or
       results of operations of the Company and its Subsidiaries on
       a consolidated basis; and, except for regular dividends on
       the Company's Common Stock, in amounts per share that are
       consistent with past practice or the charter documents of
       the Company, there has been no dividend or distribution of
       any kind declared, paid or made by the Company on any class
       of its capital stock.
  
                      (xi)      Except as set forth in the
       Prospectus, there is not pending or, to the knowledge of the
       Company, threatened any action, suit or proceeding to which
       the Company, any of its Subsidiaries or any of its officers
       or directors is a party, or that any of its properties or
       other assets is the subject of, before or by any court or
       governmental agency or body, that is reasonably likely to
       result in any material adverse change in the condition
       (financial or other), business, prospects, net worth or
       results of operations of the Company and its Subsidiaries,
       or might materially and adversely affect their properties or
       other assets.
  
                      (xii)          During the period of at least
       the last 24 calendar months prior to the date of this
       Underwriting Agreement, the Company has timely filed with
       the Commission all documents and other material required to
       be filed pursuant to Sections 13, 14 and 15(d) under the
       Exchange Act.
  
                      (xiii)         There are no contracts or
       documents of the Company that are required to be filed as
       exhibits to the Registration Statement or to any of the
       documents incorporated by reference therein by the Act or
       the Exchange Act or by the rules and regulations of the
       Commission thereunder that have not been so filed.
  
                      (xiv)          This Underwriting Agreement
       has been duly authorized, executed and delivered by the
       Company and the Operating Partnership.
  
                      (xv)      The execution and performance of
       this Underwriting Agreement and the consummation of the
       transactions contemplated herein will not result in a breach
       or violation of any of the terms and provisions of, or
       constitute a default under, (i) any statute, agreement or
       instrument to which the Company or its Subsidiaries is a
       party or by which they are bound or to which any of the
       property or other assets of the Company or its Subsidiaries
       is subject, (ii) the articles of incorporation, by-laws,
       certificate of general or limited partnership, partnership
       agreement or other organizational document, as applicable,
       of the Company or its Subsidiaries, or (iii) any statute,
       order, rule or regulation of any court or governmental
       agency or body having jurisdiction over the Company or its
       Subsidiaries or any of their properties or other assets; no
       consent, approval, authorization or order of, filing with,
       or notice to any court or governmental agency or body is
       required for the consummation of the transactions
       contemplated by this Underwriting Agreement in connection
       with the issuance or sale of the Securities by the Company,
       except such as may be required under the Act and applicable
       state securities, blue sky, or real estate syndication laws,
       if any, or pursuant to the listing requirements of the New
       York Stock Exchange ("NYSE") or pursuant to the by-laws of
       the National Association of Securities Dealers, Inc.
       ("NASD"); and the Company has full power and authority to
       authorize, issue and sell the Securities as contemplated by
       this Underwriting Agreement, free of any preemptive rights.
  
                      (xvi)          The Company and its
       Subsidiaries have complied in all respects with all laws,
       regulations and orders applicable to them or their
       respective businesses; the Company and its Subsidiaries are
       not in default under any indenture, mortgage, deed of trust,
       voting trust agreement, loan agreement, bond, debenture,
       note agreement or evidence of indebtedness, lease, contract
       or other agreement or instrument to which they are a party
       or by which they or any of their properties or other assets
       are bound, violation of which would individually or in the
       aggregate have a material adverse effect on the Company and
       its Subsidiaries on a consolidated basis, and no other party
       under any such agreement or instrument to which the Company
       or its Subsidiaries are a party is, to the knowledge of the
       Company, in default in any material respect thereunder; and
       the Company and its Subsidiaries are not in violation of
       their respective articles of incorporation, by-laws,
       certificate of general or limited partnership, partnership
       agreement or other organizational documents, as the case may
       be.
  
                      (xvii)         The Company and each of its
       Subsidiaries have good and marketable title to all
       properties and assets, as described in the Prospectus, owned
       by them, free and clear of all liens, charges, encumbrances
       or restrictions, except such as are described in the
       Prospectus or are not material in relation to the business
       of the Company and its Subsidiaries, and the Company and its
       Subsidiaries have valid, subsisting and enforceable leases
       for the properties described in the Prospectus as leased by
       the Company and its Subsidiaries with such exceptions as are
       not material and do not interfere with the use made and
       proposed to be made of such properties by the Company and
       its Subsidiaries; no tenant under any of the leases pursuant
       to which the Company or its Subsidiaries lease their
       properties has an option or right of first refusal to
       purchase the premises demised under such lease; the use and
       occupancy of each of the properties of the Company and its
       Subsidiaries complies in all material respects with all
       applicable codes and zoning laws and regulations; the
       Company and its Subsidiaries have no knowledge of any
       pending or threatened condemnation or zoning change that
       will in any material respect affect the size of, use of,
       improvement of, construction on, or access to any of the
       properties of the Company and its Subsidiaries; and the
       Company and its Subsidiaries have no knowledge of any
       pending or threatened proceeding or action that will in any
       manner materially affect the size of, use of, improvements
       or construction on, or access to any of the properties of
       the Company or its Subsidiaries.
  
                      (xviii)        Title insurance in favor of
       the Company and its Subsidiaries is maintained with respect
       to each of the properties described in the Prospectus in an
       amount at least equal to the cost of acquisition of such
       property, except, in each case, where the failure to
       maintain such title insurance is not reasonably likely to
       have a material adverse effect on the condition, financial
       or otherwise, or the earnings, business affairs or business
       prospects of the Company and its Subsidiaries taken as a
       whole.
  
                      (xix)          The mortgages and deeds of
       trust encumbering the properties and assets described or
       referred to in the Prospectus are not convertible into the
       equity of the Company or any Subsidiary.
  
                      (xx)      Except as set forth in the
       Prospectus Supplement, (i) there does not exist on any of
       the properties described in the Prospectus any hazardous
       substances, hazardous materials, toxic substances or waste
       materials (collectively, "Hazardous Materials") in unlawful
       quantities, (ii) there has not occurred on or off such
       properties any unlawful spills, releases, discharges or
       disposal of Hazardous Materials, which presence or
       occurrence would have a material adverse effect on the
       condition, financial or otherwise, or the earnings, business
       affairs or business prospects of the Company and its
       Subsidiaries taken as a whole, and (iii) the Company and its
       Subsidiaries have not failed to comply with all applicable
       local, state and federal environmental laws, regulations,
       ordinances and administrative and judicial orders relating
       to the generation, recycling, sale, storage, handling,
       transport and disposal of any Hazardous Materials, except
       for such failures which are not reasonably likely to have a
       material adverse effect on the condition, financial or
       otherwise, or the earnings, business affairs or business
       prospects of the Company and its Subsidiaries taken as a
       whole.
  
                      (xxi)          Property and casualty
       insurance in favor of each of the Company and its
       Subsidiaries is maintained with respect to each of the
       properties owned by each of them in an amount and on such
       items as is reasonable and customary for businesses of this
       type.
  
                      (xxii)         No holder of outstanding
       shares of capital stock of the Company has any rights to
       have the shares of capital stock of the Company owned by
       such holder to be sold in the offering of shares
       contemplated by this Agreement.
  
                      (xxiii)        Subsequent to the respective
       dates as of which information is given in the Registration
       Statement and the Prospectus, except as described therein,
       (i) there has not been any material adverse change in the
       assets or properties, business, results of operations,
       prospects or condition (financial or otherwise) of the
       Company or any of its Subsidiaries, whether or not arising
       from transactions in the ordinary course of business; (ii)
       neither the Company nor any of its Subsidiaries has
       sustained any material loss or interference with its assets,
       businesses or properties (whether owned or leased) from
       fire, explosion, earthquake, flood or other calamity,
       whether or not covered by insurance, or from any labor
       dispute or any court or legislative or other governmental
       action, order or decree; and (iii) neither the Company nor
       any of its Subsidiaries has undertaken any liability or
       obligation, direct or contingent, except such liabilities or
       obligations undertaken in the ordinary course of business.
  
                      (xxiv)         The Company has filed all
       federal, state, local and foreign income tax returns which
       have been required to be filed and has paid all taxes
       indicated by said returns and all assessments received by it
       to the extent that such taxes have become due.
  
                      (xxv)          Each approval, consent, order,
       authorization, designation, declaration or filing by or with
       any regulatory, administrative or other governmental body
       necessary in connection with the execution and delivery by
       the Company of this Underwriting Agreement and the
       consummation of the transactions herein contemplated has
       been obtained or made and is in full force and effect.
  
                      (xxvi)         The Company and its
       Subsidiaries hold all material licenses, certificates and
       permits from governmental authorities which are necessary to
       the conduct of their businesses and are in compliance with
       the terms and conditions of such licenses, certificates and
       permits; and the Company and its Subsidiaries have not
       infringed on any patents, patent rights, trade names,
       trademarks or copyrights, which infringement is material to
       the business of the Company and its Subsidiaries taken as a
       whole.
  
  
                      (xxvii)        The Company and its
       Subsidiaries are conducting their respective businesses in
       material compliance with all applicable laws, rules and
       regulations of the jurisdictions in which they are
       conducting business, including, without limitation, the
       Americans with Disabilities Act of 1990 and all applicable
       local, state and federal employment, truth-in-advertising,
       franchising and immigration laws and regulations, except
       where the failure to be so in compliance would not have a
       material adverse effect on the assets or properties,
       business, results of operations, prospects or condition
       (financial or otherwise) of the Company and its Subsidiaries
       taken as a whole.
  
                      (xxviii)       No transaction has occurred
       between or among the Company and any of its officers or
       directors or any affiliate or affiliates of any such officer
       or director that is required to be described in and is not
       described or incorporated by reference in the Registration
       Statement and the Prospectus.
  
                      (xxix)         The Company has not taken, nor
       will it take, directly or indirectly, any action designed to
       or which might reasonably be expected to cause or result in,
       or which has constituted or which might reasonably be
       expected to constitute, the stabilization or manipulation of
       the price of shares of the Common Stock, to facilitate the
       sale or resale of any of the Securities.
  
                      (xxx)          Commencing with the taxable
       year beginning January 1, 1997, the Company will be
       organized and operating in conformity with the requirements
       for qualification as a "real estate investment trust" under
       the Internal Revenue Code of 1986, as amended (the "Code").
       The Company's method of operation will permit it to meet and
       to continue to meet the requirements for taxation as a real
       estate investment trust under the Code.  The Company has no
       intention of changing its operations or engaging in
       activities which would cause it to fail to qualify, or make
       economically undesirable its continued qualification as, a
       real estate investment trust.
  
                      (xxxi)         Neither the Company nor any
       Subsidiary is an "investment company" within the meaning of
       the Investment Company Act of 1940, as amended.
  
                      (xxxii)        The Securities have been
       approved for listing subject to official notice of issuance
       on the NYSE.
  
            3.   Purchase, Sale and Delivery of Securities.  On the
  basis of the representations, warranties and agreements contained
  herein, but subject to the terms and conditions set forth herein,
  the Company agrees to issue and sell the Securities, severally
  and not jointly, to the several Underwriters, and each of the
  Underwriters, severally and not jointly, agrees to purchase from
  the Company, the number of Securities set forth opposite that
  Underwriter's name in Schedule A hereto, at a purchase price of
  $24.125 per share (the "Purchase Price") reflecting an
  underwriting discount equal to 3 1/2%.
  
            The Securities to be purchased by the Underwriters will
  be delivered by the Company to the office of PaineWebber
  Incorporated at 1285 Avenue of the Americas, New York, New York
  10019, in accordance with the terms of this Underwriting
  Agreement and against payment of the purchase price therefore by
  wire transfer of same day funds payable to the order of the
  Company in the amount of $57,900,000 at the bank account
  designated in writing by the Company at least one business day
  prior to the Closing Date, at 10:00 a.m., New York time, on April
  28, 1998 (or if the NYSE or American Stock Exchange or commercial
  banks in The City of New York are not open on such day, the next
  day on which such exchanges and banks are open), or at such other
  time not later than eight full business days thereafter as the
  Underwriters and the Company mutually agree, such time being
  herein referred to as the "Closing Date." If requested by the
  Underwriters, the Securities will be prepared in definitive form
  and in such authorized denominations and registered in such names
  as the Underwriters may request upon at least two business days'
  prior notice to the Company and will be made available for
  checking and packaging at the Underwriters' offices at least one
  business day prior to the Closing Date.
  
            4.   Covenants.  The Company and the Operating
  Partnership covenant and agree with the Underwriters that:
  
                      (a)       The Company will cause the
       Prospectus Supplement to be filed as required by Section
       2(a) hereof (but only if the Underwriters or their counsel
       have not reasonably objected thereto by notice to the
       Company after having been furnished a copy a reasonable time
       prior to filing) and will notify the Underwriters promptly
       of such filing.  During the period in which a prospectus
       relating to the Securities is required to be delivered under
       the Act or such date which is 90 days after the Closing
       Date, whichever is later, the Company will notify the
       Underwriters promptly of the time when any subsequent
       amendment to the Registration Statement has become effective
       or any subsequent supplement to the Prospectus has been
       filed, of any request by the Commission for any amendment or
       supplement to the Registration Statement or Prospectus or
       for additional information; the Company will prepare and
       file with the Commission, promptly upon the Underwriters'
       request, any amendments or supplements to the Registration
       Statement or Prospectus that, in the Underwriters' opinion,
       may be necessary or advisable in connection with the
       Underwriters' distribution of the Securities; and the
       Company will file no amendment or supplement to the
       Registration Statement or Prospectus (other than any
       prospectus supplement relating to the offering of other
       securities registered under the Registration Statement or
       any document required to be filed under the Exchange Act
       that upon filing is deemed to be incorporated by reference
       therein) to which the Underwriters or their counsel shall
       reasonably object by notice to the Company after having been
       furnished a copy a reasonable time prior to the filing.
  
                      (b)       The Company will advise the
       Underwriters, promptly after it shall receive notice or
       obtain knowledge thereof, of the issuance by the Commission
       of any stop order suspending the effectiveness of the
       Registration Statement, of the suspension of the
       qualification or registration of the Securities for offering
       or sale in any jurisdiction, or of the initiation or
       threatening of any proceeding for any such purpose; and it
       will promptly use its best efforts to prevent the issuance
       of any stop order or to obtain its withdrawal if such a stop
       order should be issued.
  
                      (c)       The Company will comply with all
       requirements imposed upon it by the Act, the 1933 Act Rules
       and Regulations, the Exchange Act and the Exchange Act Rules
       and Regulations as from time to time in force, so far as
       necessary to permit the continuance of sales of, or dealings
       in, the Securities as contemplated by the provisions hereof
       and the Prospectus.  If during such period where a
       prospectus relating to the Securities is required to be
       delivered under the Act or such date which is 90 days after
       the Closing Date, whichever is later, any event occurs as a
       result of which, in the opinion of Underwriters' counsel,
       the Registration Statement contains an untrue statement of a
       material fact or omits to state a material fact required to
       be stated therein or necessary to make the statements
       therein not misleading or the Prospectus as then amended or
       supplemented would include an untrue statement of a material
       fact or omits to state a material fact necessary to make the
       statements therein, in the light of the circumstances then
       existing, not misleading, or if during such period it is
       necessary to amend or supplement the Registration Statement
       or Prospectus to comply with the Act, the Company will
       promptly notify the Underwriters and will amend or
       supplement the Registration Statement or Prospectus (at the
       expense of the Company) so as to correct such statement or
       omission or effect such compliance.
  
                      (d)       The Company will furnish to the
       Underwriters copies of the Registration Statement, the
       Prospectus (including all documents incorporated by
       reference therein) and all amendments and supplements to the
       Registration Statement and Prospectus that are filed with
       the Commission during the period in which a prospectus
       relating to the Securities is required to be delivered under
       the Act or such date which is 90 days after the Closing
       Date, whichever is later (including all documents filed with
       the Commission during such period that are deemed to be
       incorporated by reference therein), in each case as soon as
       available and in such quantities as the Underwriters may
       from time to time reasonably request.
  
                      (e)       During the period of five years
       commencing on the date upon which the Prospectus Supplement
       is filed pursuant to Rule 424(b) under the Act, the Company
       will furnish the Underwriters with copies of filings of the
       Company under the Act and Exchange Act and with all other
       financial statements and periodic and special reports it
       distributes generally to the holders of any class of its
       capital stock.
  
                      (f)       The Company will make generally
       available to its security holders as soon as practicable,
       and in the manner contemplated by Rule 158 of the 1933 Act
       Rules and Regulations but in any event not later than 15
       months after the end of the Company's current fiscal
       quarter, an earning statement (which need not be audited)
       covering a 12-month period beginning after the date upon
       which the Prospectus Supplement is filed pursuant to Rule
       424(b) under the Act that shall satisfy the provisions of
       Section 11(a) of the Act and Rule 158 of the 1933 Act Rules
       and Regulations and will advise the Underwriters in writing
       when such statement has been made available.
  
                      (g)       Whether or not the transactions
       contemplated by this Underwriting Agreement are consummated
       or this Underwriting Agreement is terminated, the Company
       will pay, or reimburse if paid by the Underwriters, all
       costs and expenses incident to the performance of the
       obligations of the Company under this Underwriting
       Agreement, including but not limited to costs and expenses
       of or relating to (i) the preparation, printing and filing
       of the Registration Statement and exhibits thereto, each
       preliminary prospectus, the Prospectus and any amendment or
       supplement to the Registration Statement or the Prospectus,
       (ii) the preparation and delivery of certificates
       representing the Securities, (iii) the word processing,
       printing and reproduction of this Underwriting Agreement,
       (iv) the costs incurred by the Company in furnishing
       (including costs of shipping, mailing and courier) such
       copies of the Registration Statement, the Prospectus and any
       preliminary prospectus, and all amendments and supplements
       thereto, as may be requested for use in connection with the
       offering and sale of the Securities by the Underwriters or
       by dealers to whom Securities may be sold, (v) the listing
       of the Securities on the NYSE, (vi) any filings required to
       be made by the Underwriters with the NASD, and the fees,
       disbursements and other charges of Underwriters' counsel in
       connection therewith, (vii) the registration or
       qualification of the Securities for offer and sale under the
       securities or blue sky laws of such jurisdictions designated
       by the Underwriters, including the fees, disbursements and
       other charges of Underwriters' counsel in connection
       therewith, and the preparation and printing of a blue sky
       memoranda, (viii) counsel to the Company, (ix) the transfer
       agent for the Securities and (x) the Accountants.
  
                      (h)       If this Underwriting Agreement
       shall be terminated pursuant to any of the provisions hereof
       or if for any reason the Company shall be unable to perform
       their obligations hereunder, the Company will reimburse the
       Underwriters for all out-of-pocket expenses (including the
       fees, disbursements and other charges of Underwriters'
       counsel) reasonably incurred by the Underwriters in
       connection herewith.
  
                      (i)       The Company will not at any time,
       directly or indirectly, take any action designed to, or
       which might reasonably be expected, to cause or result in,
       or which has constituted or which might reasonably be
       expected to constitute, the stabilization of the price of
       the Common Stock to facilitate the sale or resale of any of
       the Securities.
  
                      (j)       The Company will apply the net
       proceeds from the sale of the Securities as set forth under
       the caption "Use of Proceeds" in the Prospectus Supplement.
  
                      (k)       Commencing with its taxable year
       beginning January 1, 1997, the Company will elect to, and
       continue, to qualify as a "real estate investment trust"
       under the Code, and will use its best efforts to continue to
       meet the requirements to qualify as a "real estate
       investment trust."
  
            5.   Conditions of Underwriters' Obligations.  The
  Underwriters obligation to purchase and pay for the Securities as
  provided herein shall be subject to the accuracy, as of the date
  hereof and the Closing Date (as if made at the Closing Date), of
  the representations and warranties of the Company and the
  Operating Partnership herein, to the performance by the Company
  and the Operating Partnership of their obligations hereunder and
  to the following additional conditions:
  
                      (a)       The Registration Statement shall
       have been declared effective under the Act; the Prospectus
       shall have been filed as required by Section 2(a) hereof;
       and no stop order suspending the effectiveness of the
       Registration Statement shall have been issued and no
       proceeding for that purpose shall have been instituted or,
       to the Underwriters' knowledge or the knowledge of the
       Company, threatened by the Commission, nor has any state
       securities authority suspended the qualification or
       registration of the Securities for offering or sale in any
       jurisdiction and any request of the Commission for
       additional information (to be included in the Registration
       Statement or the Prospectus or otherwise) shall have been
       complied with the satisfaction of the Underwriters and
       Underwriters' counsel.
  
                      (b)       The Underwriters shall not have
       advised the Company that the Registration Statement or any
       amendment thereto contains an untrue statement of fact that
       in the opinion of the Underwriters or Underwriters' counsel
       is material or omits to state a fact that in the opinion of
       the Underwriters or Underwriters' counsel is material, and
       is required to be stated therein or is necessary to make the
       statements therein not misleading, or that the Prospectus,
       or any amendment or supplement thereto, contains an untrue
       statement of fact that in the opinion of the Underwriters or
       Underwriters' counsel is material or omits to state a fact
       that in the opinion of the Underwriters or Underwriters'
       counsel is material, and is necessary in light of the
       circumstance under which they were made, to make the
       statements therein not misleading.
  
                      (c)       Except as contemplated in the
       Prospectus Supplement, subsequent to the respective dates as
       of which information is included or incorporated by
       reference in the Registration Statement and the Prospectus,
       there shall not have been any change, on a consolidated
       basis, in the equity capitalization, short-term debt or long-
       term debt of the Company or the Operating Partnership,  or
       any adverse change, or any development involving a
       prospective adverse change, in the condition (financial or
       other), business, prospects, net worth or results of
       operations of the Company or its Subsidiaries or any adverse
       change in the rating assigned to any securities of the
       Company, that, in the Underwriters' judgment, makes it
       impractical or inadvisable to offer or deliver the
       Securities on the terms and in the manner contemplated in
       the Prospectus.
  
                      (d)       The Underwriters shall have
       received the opinions of Jaeckle Fleischmann & Mugel, LLP,
       counsel for the Company, and Piper & Marbury, L.L.P.,
       special Maryland counsel to the Company (as to which,
       Jaeckle Fleischmann & Mugel, LLP and Rogers & Wells LLP may
       rely on), each dated the Closing Date, in form and substance
       satisfactory to Underwriters' counsel to the effect that
  
                           (i)       Each of the Company and its
            Subsidiaries has been duly incorporated or formed, as
            the case may be, and is validly existing as a
            corporation, general or limited partnership, or other
            legal entity, as the case may be, in good standing
            under the laws of its jurisdiction of incorporation or
            formation, as the case may be, and has full power
            (corporate or other) and authority to conduct its
            business as described in the Registration Statement and
            Prospectus, and is duly qualified or registered to do
            business in each jurisdiction in which it owns or
            leases real property or in which the conduct of its
            business requires such qualification or registration,
            except where the failure to be so qualified or
            registered, considering all such cases in the
            aggregate, does not involve a material risk to the
            business, properties, financial position or results of
            operations of the Company and its Subsidiaries taken as
            a whole;
  
                           (ii)      The Company has authorized and
            issued capital stock as set forth in Exhibit A to the
            Piper & Marbury LLP opinion all of the issued and
            outstanding shares of capital stock of the Company have
            been duly and validly authorized and issued; and all of
            the issued and outstanding shares of capital stock of
            the Company are fully paid and nonassessable and none
            of them was issued in violation of any preemptive or
            other similar right.  The Securities have been duly
            authorized by the Company for issuance and sale and
            when issued and sold pursuant to this Underwriting
            Agreement will be duly and validly issued, fully paid
            and nonassessable and none of them will have been
            issued in violation of any preemptive or other similar
            right.  Except as disclosed in the Registration
            Statement and the Prospectus, there is no outstanding
            option, warrant or other right calling for the issuance
            of, and, to the knowledge of such counsel, no
            commitment, plan or arrangement to issue, any share of
            capital stock of the Company or any security
            convertible into, exercisable for, or exchangeable for
            capital stock of the Company.  No holder of outstanding
            shares of capital stock of the Company has any rights
            to have shares of capital stock of the Company owned by
            such holder to be sold in the offering of shares
            contemplated by this Agreement.  The issued and
            outstanding capital stock of the Company and the
            Securities conform, or will conform, in all material
            respects to the descriptions thereof contained in the
            Registration Statement and the Prospectus.  The form of
            certificate used to evidence the Securities is in due
            and proper form and complies with all applicable
            statutory requirements, with any applicable
            requirements of the Company's organizational documents
            and with the requirements of the NYSE.  The applicable
            Articles Supplementary are in full force and effect and
            comply with all applicable legal requirements.
  
                           (iii)          The Registration
            Statement has become effective under the Act, the
            Prospectus Supplement has been filed as required by
            Section 2(a) hereof and, to the best knowledge of such
            counsel, after due inquiry, no stop order suspending
            the effectiveness of the Registration Statement has
            been issued and no proceeding for that purpose has been
            instituted or threatened by the Commission;
  
                           (iv)      Each part of the Registration
            Statement, when such part became effective, and the
            Prospectus and any amendment or supplement thereto, on
            the date of filing thereof with the Commission and at
            the Closing Date, complied as to form in all material
            respects with the requirements of the Act and the 1933
            Act Rules and Regulations, and such counsel has no
            reason to believe that either (i) any part of the
            Registration Statement, when such part became effective
            or was filed under the Act or Exchange Act, contained
            an untrue statement of a material fact or omitted to
            state a material fact required to be stated therein or
            necessary to make the statements therein not misleading
            or (ii) the Prospectus and any amendment or supplement
            thereto, on the date of filing thereof with the
            Commission or at the Closing Date, included an untrue
            statement of a material fact or omitted to state a
            material fact necessary to make the statements therein,
            in the light of the circumstances under which they were
            made, not misleading; and the documents incorporated by
            reference in the Registration Statement or Prospectus
            or any amendment or supplement thereto, when they
            became effective under the Act or were filed with the
            Commission under the Act or Exchange Act, as the case
            may be, complied as to form in all material respects
            with the requirements of the Act or the Exchange Act,
            as applicable, and the rules and regulations of the
            Commission thereunder; it being understood that such
            counsel need express no opinion as to the financial
            statements or other financial data included in any
            other documents mentioned in this clause;
  
                           (v)       The descriptions in the
            Registration Statement and Prospectus of statutes,
            legal and governmental proceedings, contracts and other
            documents are accurate and fairly present the
            information required to be shown; and such counsel does
            not know of any statutes or legal or governmental
            proceedings required to be described in the Prospectus
            that are not described as required, or of any contracts
            or documents of a character required to be described in
            the Registration Statement or Prospectus (or required
            to be filed under the Exchange Act if upon such filing
            they would be incorporated by reference therein) or to
            be filed as exhibits to the Registration Statement that
            are not described and filed as required;
  
                           (vi)      This Underwriting Agreement
            has been duly authorized, executed and delivered by the
            Company and the Operating Partnership; the execution,
            delivery and performance of this Underwriting Agreement
            and the consummation of the transactions contemplated
            herein will not result in a breach or violation of any
            of the terms and provisions of, or constitute a default
            under, (a) any statute, indenture, mortgage, deed of
            trust, voting trust agreement, loan agreement, bond,
            debenture, note agreement or evidence of indebtedness,
            lease, contract or other agreement or instrument known
            to such counsel to which the Company or its
            Subsidiaries are a party or by which they are bound or
            to which any of the property or other assets of the
            Company or its Subsidiaries is subject, (b) the
            articles of incorporation, by-laws, certificate of
            general or limited partnership, partnership agreement,
            or other organizational document of the Company or any
            of its Subsidiaries, as applicable, or (c) any order,
            rule or regulation known to such counsel of any court
            or governmental agency or body having jurisdiction over
            the Company or its Subsidiaries or any of their
            properties or other assets; and no consent, approval,
            authorization, notice to, order of, or filing with, any
            court or governmental agency or body is required for
            the consummation of the transactions contemplated by
            this Underwriting Agreement in connection with the
            issuance or sale of the Securities by the Company,
            except such as have been obtained under the Act or from
            the NYSE and the NASD;
  
                           (vii)          Commencing with the
            taxable year beginning January 1, 1997, the Company has
            continuously been organized and operated in conformity
            with the requirements for qualification as a "real
            estate investment trust" under the Code.  The Company's
            method of operation will permit it to continue to meet
            the requirements for taxation as a "real estate
            investment trust" under the Code.  The federal income
            tax treatment described in the Prospectus under the
            caption "Federal Income Tax Considerations" is
            accurate;
  
                           (viii)         To the best of such
            counsel's knowledge, neither the Company nor any of its
            Subsidiaries is in violation of any term or provision
            of their respective articles of incorporation, by-laws,
            certificate of general or limited partnership,
            partnership agreement or other organizational document,
            as applicable, or in violation of or default under any
            indenture, mortgage, deed of trust, voting trust
            agreement, loan agreement, bond, debenture, note
            agreement or evidence of indebtedness, lease, contract,
            permit, judgment, decree, order, statute, rule or
            regulation;
  
                           (ix)      To the best of such counsel's
            knowledge, there is no litigation or governmental or
            other proceeding or investigation, before any court or
            before or by any public body or board pending or
            threatened against, or involving the assets, properties
            or businesses of, the Company or any of its
            Subsidiaries, involving the Company's or any of its
            Subsidiaries' officers or directors or to which any of
            the Company's or any of its Subsidiaries' properties or
            other assets is subject which would have a material
            adverse effect upon the assets or properties, business,
            results of operations, prospects or condition
            (financial or otherwise) of the Company and its
            Subsidiaries taken as a whole; and
  
                           (x)       Neither the Company nor any of
            its Subsidiaries is an "investment company" within the
            meaning of the Investment Company Act of 1940, as
            amended.
  
                      (e)       The Underwriters shall have
       received from Rogers & Wells LLP, Underwriters' counsel,
       such opinion or opinions, dated the Closing Date, with
       respect to the organization of the Company, the validity of
       the Securities, the Registration Statement, the Prospectus
       and other related matters as the Underwriters reasonably may
       request, and such counsel shall have received such papers
       and information as they request to enable them to pass upon
       such matters.
  
                      (f)       At the time of execution of this
       Underwriting Agreement and at the Closing Date, the
       Underwriters shall have received a letter, dated the date of
       delivery thereof, from Ernst & Young LLP, the independent
       public accountants of the Company, in the form previously
       agreed to by the Underwriters.
  
                      (g)       The Underwriters shall have
       received from the Company a certificate, signed by the
       President or a Vice President and by the principal financial
       or accounting officer of the Company, dated the Closing
       Date, to the effect that, to the best of their knowledge
       based upon reasonable investigation:
  
                           (i)  The representations and warranties
            of the Company in this Underwriting Agreement are true
            and correct, as if made at and as of the Closing Date,
            and the Company has complied with all the agreements
            and satisfied all the conditions on its part to be
            performed or satisfied at or prior to the Closing Date;
  
                      (ii) No stop order suspending the
            effectiveness of the Registration Statement has been
            issued, and no proceeding for that purpose has been
            instituted or is threatened by the Commission nor has
            any state securities authority suspended the
            qualification or registration of the Securities for
            offering or sale in any jurisdiction;
  
                      (iii)     Since the effective date of the
            Registration Statement, there has occurred no event
            required to be set forth in an amendment or supplement
            to the Registration Statement or Prospectus that has
            not been so set forth, and there has been no document
            required to be filed under the Exchange Act and the
            Exchange Act Rules and Regulations of the Commission
            thereunder that upon such filing would be deemed to be
            incorporated by reference in the Prospectus that has
            not been so filed;
  
                      (iv) Since the respective dates as of which
            information is given in the Registration Statement and
            the Prospectus, (a) there has not been, and no
            development has occurred which could reasonably be
            expected to result in, a material adverse change in the
            general affairs, business, business prospects,
            properties, management, condition (financial or
            otherwise) or results of operations of the Company and
            its Subsidiaries, taken as a whole, whether or not
            arising from transactions in the ordinary course of
            business, in each case other than as set forth in or
            contemplated by the Registration Statement and the
            Prospectus and (b) neither the Company nor any of its
            Subsidiaries has sustained any material loss or
            interference with its business or properties from fire,
            explosion, flood or other casualty, whether or not
            covered by insurance, or from any labor dispute or any
            court or legislative or other governmental action,
            order or decree, which is not set forth in the
            Registration Statement and the Prospectus; and
  
                           (v)  such other matters as the
            Underwriters or Underwriters' counsel may reasonably
            request.
  
                      (h)       On or prior to the Closing Date,
       the Underwriters shall have received the executed agreements
       referred to in Section 5(k).
  
                      (i)       Prior to the Closing Date, the
       Securities shall have been duly authorized for listing by
       the NYSE upon official notice of issuance.
  
  
                      (j)       The NASD shall have approved the
       underwriting terms and arrangements and such approval shall
       not have been withdrawn or limited.
  
                      (k)       All such opinions, certificates,
       letters and other documents will be in compliance with the
       provisions hereof only if they are satisfactory in form and
       substance to the Underwriters and Underwriters' counsel.
       The Company will furnish the Underwriters with such
       conformed copies of such opinions, certificates, letters and
       other documents as the Underwriters shall reasonably request
       and the Company shall furnish to the Underwriters such
       further certificates and documents as the Underwriters shall
       have reasonably requested.
  
            6.   Indemnification and Contribution.
       (a)  The Company agrees to indemnify and hold the
       Underwriters harmless, their directors, officers, employees
       and agents and each person, if any, who controls them within
       the meaning of Section 15 of the Act or Section 20 of the
       Exchange Act from and against any and all losses, claims,
       liabilities, expenses and damages (including, but not
       limited to, any and all investigative, legal and other
       expenses reasonably incurred in connection with, and any and
       all amounts paid in settlement of, any action, suit or
       proceeding between any of the indemnified parties and any
       indemnifying parties or between any indemnified party and
       any third party, or otherwise, or any claim asserted), as
       and when incurred to which the Underwriters, or any such
       person, may become subject under the Act, the Exchange Act
       or other federal or state statutory law or regulation, at
       common law or otherwise, insofar as such losses, claims,
       liabilities, expenses or damages arise out of or are based
       on (i) any untrue statement or alleged untrue statement of a
       material fact contained in any preliminary prospectus, the
       Registration Statement or the Prospectus or any amendment or
       supplement to the Registration Statement or the Prospectus
       or in any documents filed under the Exchange Act and deemed
       to be incorporated by reference into the Prospectus, or in
       any application or other document executed by or on behalf
       of the Company or based on written information furnished by
       or on behalf of the Company filed in any jurisdiction in
       order to qualify the Securities under the securities or blue
       sky laws thereof or filed with the Commission, (ii) the
       omission or alleged omission to state in such document a
       material fact required to be stated in it or necessary to
       make the statements in it not misleading or (iii) any act or
       failure to act or any alleged act or failure to act by the
       Underwriters in connection with, or relating in any manner
       to, the Securities or the offering contemplated hereby, and
       which is included as part of or referred to in any loss,
       claim, damage, liability or action arising out of or based
       upon matters covered by clause (i) or (ii) above (provided
       that the Company shall not be liable under this clause (iii)
       to the extent it is finally judicially determined by a court
       of competent jurisdiction that such loss, claim, damage,
       liability or action resulted directly from any such acts or
       failures to act undertaken or omitted to be taken by the
       Underwriters through their gross negligence or willful
       misconduct); provided that the Company will not be liable to
       the extent that such loss, claim, liability, expense or
       damage arises from the sale of the Securities in the public
       offering to any person and is based on an untrue statement
       or omission or alleged untrue statement or omission made in
       reliance on and in conformity with information relating to
       the Underwriters furnished in writing to the Company by the
       Underwriters expressly for inclusion in the Registration
       Statement or the Prospectus.  The Underwriters confirm to
       the Company and the Company acknowledges that only the
       following information appearing in the Prospectus with
       respect to the public offering of the Securities has been
       furnished to the Company by the Underwriters for use in the
       Prospectus: (i) the names of the Underwriters contained on
       the cover page and back cover page of the Prospectus
       Supplement; (ii) the stabilization legend on the inside
       front cover page of the Prospectus Supplement; and (iii) the
       information in the first, second and sixth paragraphs under
       the caption "Underwriting" in the Prospectus Supplement.
       This indemnity agreement will be in addition to any
       liability that the Company might otherwise have.
  
                      (b)  The Underwriters will indemnify and hold
       harmless the Company, each person, if any, who controls the
       Company within the meaning of Section 15 of the Act or
       Section 20 of the Exchange Act, each director of the Company
       and each officer of the Company who signs the Registration
       Statement to the same extent as the foregoing indemnity from
       the Company to the Underwriters, but only insofar as losses,
       claims, liabilities, expenses or damages arise out of or are
       based on any untrue statement or omission or alleged untrue
       statement or omission made in reliance on and in conformity
       with information relating to the Underwriters furnished in
       writing to the Company by the Underwriters expressly for use
       in the Registration Statement, the preliminary prospectus or
       the Prospectus.  This indemnity will be in addition to any
       liability that the Underwriters might otherwise have;
       provided, however, that in no case shall the Underwriters be
       liable or responsible for any amount in excess of the
       underwriting discounts and commissions received by the
       Underwriters.
  
                      (c)  Any party that proposes to assert the
       right to be indemnified under this Section 6 will, promptly
       after receipt of notice of commencement of any action
       against such party in respect of which a claim is to be made
       against an indemnifying party or parties under this Section
       6, notify each such indemnifying party of the commencement
       of such action, enclosing a copy of all papers served, but
       the omission so to notify such indemnifying party will not
       relieve it from any liability that it may have to any
       indemnified party under the foregoing provisions of this
       Section 6 unless, and only to the extent that, such omission
       results in the forfeiture of substantive rights or defenses
       by the indemnifying party.  If any such action is brought
       against any indemnified party and it notifies the
       indemnifying party of its commencement, the indemnifying
       party will be entitled to participate in and, to the extent
       that it elects by delivering written notice to the
       indemnified party promptly after receiving notice of the
       commencement of the action from the indemnified party,
       jointly with any other indemnifying party similarly
       notified, to assume the defense of the action, with counsel
       satisfactory to the indemnified party, and after notice from
       the indemnifying party to the indemnified party of its
       election to assume the defense, the indemnifying party will
       not be liable to the indemnified party for any legal or
       other expenses except as provided below and except for the
       reasonable costs of investigation subsequently incurred by
       the indemnified party in connection with the defense.  The
       indemnified party will have the right to employ its own
       counsel in any such action, but the fees, expenses and other
       charges of such counsel will be at the expense of such
       indemnified party unless (1) the employment of counsel by
       the indemnified party has been authorized in writing by the
       indemnifying party, (2) the indemnified party has reasonably
       concluded (based on advice of counsel) that there may be
       legal defenses available to it or other indemnified parties
       that are different from or in addition to those available to
       the indemnifying party, (3) a conflict or potential conflict
       exists (based on advice of counsel to the indemnified party)
       between the indemnified party and the indemnifying party (in
       which case the indemnifying party will not have the right to
       direct the defense of such action on behalf of the
       indemnified party) or (4) the indemnifying party has not in
       fact employed counsel to assume the defense of such action
       within a reasonable time after receiving notice of the
       commencement of the action, in each of which cases the
       reasonable fees, disbursements and other charges of counsel
       will be at the expense of the indemnifying party or parties.
       It is understood that the indemnifying party or parties
       shall not, in connection with any proceeding or related
       proceedings in the same jurisdiction, be liable for the
       reasonable fees, disbursements and other charges of more
       than one additional firm admitted to practice in such
       jurisdiction at any one time for all such indemnified party
       or parties.  All such fees, disbursements and other charges
       will be reimbursed by the indemnifying party promptly as
       they are incurred. An indemnifying party will not be liable
       for any settlement of any action or claim effected without
       its written consent (which consent will not be unreasonably
       withheld); provided however, no indemnifying party shall,
       without the prior written consent of each indemnified party,
       settle or compromise or consent to the entry of any judgment
       in any pending or threatened claim, action or proceeding
       relating to the matters contemplated by this Section 6
       (whether or not any indemnified party is a party thereto),
       unless such settlement, compromise or consent includes an
       unconditional release of each indemnified party from all
       liability arising or that may arise out of such claim,
       action or proceeding.  Notwithstanding any other provision
       of this Section 6(c), if at any time an indemnified party
       shall have requested an indemnifying party to reimburse the
       indemnified party for fees and expenses of counsel, such
       indemnifying party agrees that it shall be liable for any
       settlement effected without its written consent if (i) such
       settlement is entered into more than 45 days after receipt
       by such indemnifying party of the aforesaid request, (ii)
       such indemnifying party shall have received notice of the
       terms of such settlement at least 30 days prior to such
       settlement being entered into and (iii) such indemnifying
       party shall not have reimbursed such indemnified party in
       accordance with such request prior to the date of such
       settlement.
  
                      (d)  In order to provide for just and
       equitable contribution in circumstances in which the
       indemnification provided for in the foregoing paragraphs of
       this Section 6 is applicable in accordance with its terms
       but for any reason is held to be unavailable from the
       Company or the Underwriters, the Company and the
       Underwriters will contribute to the total losses, claims,
       liabilities, expenses and damages (including any
       investigative, legal and other expenses reasonably incurred
       in connection with, and any amount paid in settlement of,
       any action, suit or proceeding or any claim asserted, but
       after deducting any contribution received by the Company
       from persons other than the Underwriters, such as persons
       who control the Company within the meaning of the Act,
       officers of the Company who signed the Registration
       Statement and directors of the Company, who also may be
       liable for contribution) to which the Company and the
       Underwriters may be subject in such proportion as shall be
       appropriate to reflect the relative benefits received by the
       Company on the one hand and the Underwriters on the other.
       The relative benefits received by the Company on the one
       hand and the Underwriters on the other shall be deemed to be
       in the same proportion as the total net proceeds from the
       offering (before deducting expenses) received by the Company
       bear to the total underwriting discounts and commissions
       received by the Underwriters, in each case as set forth in
       the table on the cover page of the Prospectus Supplement.
       If, but only if, the allocation provided by the foregoing
       sentence is not permitted by applicable law, the allocation
       of contribution shall be made in such proportion as is
       appropriate to reflect not only the relative benefits
       referred to in the foregoing sentence but also the relative
       fault of the Company on the one hand, and the Underwriters,
       on the other, with respect to the statements or omissions
       which resulted in such loss, claim, liability, expense or
       damage, or action in respect thereof, as well as any other
       relevant equitable considerations with respect to such
       offering.  Such relative fault shall be determined by
       reference to whether the untrue or alleged untrue statement
       of a material fact or omission or alleged omission to state
       a material fact relates to information supplied by the
       Company or the Underwriters, the intent of the parties and
       their relative knowledge, access to information and
       opportunity to correct or prevent such statement or
       omission.  The Company and the Underwriters agree that it
       would not be just and equitable if contributions pursuant to
       this Section 6(d) were to be determined by pro rata
       allocation or by any other method of allocation which does
       not take into account the equitable considerations referred
       to herein.  The amount paid or payable by an indemnified
       party as a result of the loss, claim, liability, expense or
       damage, or action in respect thereof, referred to above in
       this Section 6(d) shall be deemed to include, for purpose of
       this Section 6(d), any legal or other expenses reasonably
       incurred by such indemnified party in connection with
       investigating or defending any such action or claim.
       Notwithstanding the provisions of this Section 6(d), the
       Underwriters shall not be required to contribute any amount
       in excess of the underwriting discounts and commissions
       received by the Underwriters and no person found guilty of
       fraudulent misrepresentation (within the meaning of Section
       11(f) of the Act) will be entitled to contribution from any
       person who was not guilty of such fraudulent
       misrepresentation.  For purposes of this Section 6(d), any
       person who controls a party to this Underwriting Agreement
       within the meaning of the Act will have the same rights to
       contribution as that party, and each officer of the Company
       who signed the Registration Statement will have the same
       rights to contribution as the Company, subject in each case
       to the provisions hereof.  Any party entitled to
       contribution, promptly after receipt of notice of
       commencement of any action against such party in respect of
       which a claim for contribution may be made under this
       Section 6(d), will notify any such party or parties from
       whom contribution may be sought, but the omission so to
       notify will not relieve the party or parties from whom
       contribution may be sought from any other obligation it or
       they may have under this Section 6(d).  Except for a
       settlement entered into pursuant to the last sentence of
       Section 6(c) hereof, no party will be liable for
       contribution with respect to any action or claim settled
       without its written consent (which consent will not be
       unreasonably withheld).
  
  
                      (e)  The indemnity and contribution
       agreements contained in this Section 6 and the
       representations and warranties of the Company and the
       Operating Partnership contained in this Underwriting
       Agreement shall remain operative and in full force and
       effect regardless of (i) any investigation made by or on
       behalf of the Underwriters, (ii) acceptance of the
       Securities and payment therefor or (iii) any termination of
       this Underwriting Agreement.
  
            7.   Representations and Agreements to Survive
  Delivery.  All representations, warranties and agreements of the
  Company and the Operating Partnership contained herein or in
  certificates delivered pursuant hereto, and  the Underwriters'
  agreements contained in Section 6 hereof, shall remain operative
  and in full force and effect regardless of any investigation made
  by or on behalf of the Underwriters or any controlling persons,
  or the Company or any of its officers, directors or any
  controlling persons, and shall survive delivery of and payment
  for the Securities hereunder.
  
            8.   Termination.  The Underwriters shall have the
  right by giving notice as hereinafter specified at any time at or
  prior to the Closing Date, to terminate this Underwriting
  Agreement if (i) the Company shall have failed, refused or been
  unable, at or prior to the Closing Date, to perform any agreement
  on its part to be performed hereunder, (ii) any other condition
  of the Underwriters' obligations hereunder is not fulfilled when
  due, (iii) trading on the NYSE shall have been wholly suspended,
  (iv) minimum or maximum prices for trading shall have been fixed,
  or maximum ranges for prices for the Common Stock shall have been
  required on the NYSE by the NYSE or by order of the Commission or
  any other governmental authority having jurisdiction, (v) a
  banking moratorium shall have been declared by federal or New
  York authorities, or (vi) an outbreak of major hostilities in
  which the United States is involved, a declaration of war by
  Congress, any other substantial national or international
  calamity or any other event or occurrence of a similar character
  shall have occurred since the execution of this Underwriting
  Agreement that, in the Underwriters' judgment, makes it
  impractical or inadvisable to proceed with the completion of the
  sale of and payment for the Securities.  Any such termination
  shall be without liability of any party to any other party with
  respect to Securities not purchased by reason of such termination
  except that the provisions of Section 4(g) and Section 6 hereof
  shall at all times be effective.  If the Underwriters elect to
  terminate this Underwriting Agreement as provided in this
  Section, the Company shall be notified promptly by the
  Underwriters by telephone, telex or telecopy, confirmed by
  letter.
  
  
  
            9.   Notices.  All notices or communications hereunder
  shall be in writing and if sent to the Underwriters shall be
  mailed, delivered, telexed or telecopied and confirmed to the
  Underwriters at 1285 Avenue of the Americas, New York, New York
  10019, c/o Real Estate investment Banking, attention: David R.
  Jarvis (with copy to Jay L. Bernstein, Esq., c/o Rogers & Wells,
  200 Park Avenue, New York, New York 10166), or if sent to the
  Company, shall be mailed, delivered, telexed or telecopied and
  confirmed to Steven G. Rogers, c/o the Company at 300 One Jackson
  Place, 188 East Capitol Street, Jackson, Mississippi 39201 (with
  copy to Joseph P. Kubarek, Esq., c/o Jaeckle Fleischmann & Mugel,
  LLP, Fleet Bank Building, Twelve Fountain Plaza, Buffalo, New
  York 14202-2292).  Any party to this Underwriting Agreement may
  change such address for notices by sending to the other party to
  this Underwriting Agreement written notice of a new address for
  such purpose.
  
            10.  Parties.  This Underwriting Agreement shall inure
  to the benefit of, and be binding upon, the Company, the
  Operating Partnership and the Underwriters and their respective
  successors and the controlling persons, officers, directors,
  employees and representatives referred to in Section 6 hereof,
  and no other person will have any right or obligation hereunder.
  
            11.  Applicable Law.  This Underwriting Agreement shall
  be governed by, and construed in accordance with, the laws of the
  State of New York.
  
            12.  Over-allotment Option.
  
            (a) In addition to the Securities being sold by the
  Company and described in Section 1 hereof (which are referred to
  herein as the "Firm Securities"), the Underwriters, at the
  Underwriters' option, shall have the right to purchase from the
  Company up to an aggregate 360,000 additional shares of Preferred
  Stock ("Optional Securities").  The first two paragraphs of
  Section 3 hereof shall be deemed to apply only to the purchase,
  sale and delivery of the Firm Securities.  References in those
  two paragraphs to the "Securities" shall be deemed to be
  references to the "Firm Securities;" except as otherwise provided
  in this Section 12, other references in this Underwriting
  Agreement to the "Securities" shall be deemed to include the Firm
  Securities and the Optional Securities.
  
            (b)  Upon written notice from the Underwriters given to
  the Company not more than 30 days subsequent to the date of the
  public offering of the Securities, the Underwriters may purchase
  all or less than all of the Optional Securities at the purchase
  price per share to be paid for the Firm Securities.  Such
  Optional Securities may be purchased by the Underwriters only for
  the purpose of covering over-allotments made in connection with
  the sale of the Firm Securities.  No Optional Securities shall be
  sold or delivered unless the Firm Securities previously have
  been, or simultaneously are, sold and delivered.  The right to
  purchase the Optional Securities or any portion thereof may be
  surrendered and terminated at any time upon notice by the
  Underwriters to the Company.  The "Closing Date" as defined in
  Section 3 hereof, shall be deemed to be the "Closing Date," and
  the time for the delivery of, and payment for, the Optional
  Securities, is herein referred to as the "Option Closing Date"
  (which may be the Closing Date).  The Option Closing Date shall
  be determined by the Underwriters but shall be not later than 10
  days after the Underwriters give to the Company written notice of
  election to purchase Optional Securities.  The preparation,
  registration, checking and delivery of, and payment for, the
  Optional Securities shall occur or be made in the same manner as
  provided in Section 3 hereof for the Firm Securities, except as
  the Underwriters and the Company may otherwise agree.
  
            (c)  The conditions to the Underwriters' obligations
  set forth in Section 5 shall be deemed to be conditions to the
  Underwriters' obligation to purchase and pay for the Securities
  to be purchased on each of the Closing Date and the Option
  Closing Date, as the case may be; references in that Section and
  in Sections 2, 8 and 9 hereof to the "Closing Date" shall be
  deemed to be references to the Closing Date or the Option Closing
  Date, as the case may be, and references to the "Securities" in
  Section 5 hereof shall be deemed to be references to the
  Securities to be purchased at such Closing Date.  A termination
  of this Underwriting Agreement as to the Optional Securities
  after the Closing Date will not terminate this Underwriting
  Agreement as to the Firm Securities.
  
            13. Default by One or More of the Underwriters.  If, on
  either the Closing Date or the Option Closing Date, any
  Underwriter defaults in the performance of its obligations under
  this Agreement, the remaining non-defaulting Underwriters shall
  be obligated to purchase the Securities which the defaulting
  Underwriter agreed but failed to purchase on such Closing Date in
  the respective proportions which the number of Firm Securities
  set forth opposite the name of each remaining non-defaulting
  Underwriter in Schedule A hereto bears to the total number of
  Firm Securities set forth opposite the names of all the remaining
  non-defaulting Underwriters in Schedule A hereto; provided,
  however, that the remaining non-defaulting Underwriters shall not
  be obligated to purchase any of the Securities on such Closing
  Date if the total number of Securities which the defaulting
  Underwriter or Underwriters agreed but failed to purchase on such
  date exceeds 9.09% of the total number of Securities to be
  purchased on such Closing Date, and any remaining non-defaulting
  Underwriter shall not be obligated to purchase more than 110% of
  the number of Securities which it agreed to purchase on such
  Closing Date.  If the foregoing maximums are exceeded, the
  remaining non-defaulting Underwriters, or those other
  underwriters satisfactory to the Underwriters who so agree, shall
  have the right, but shall not be obligated, to purchase, in such
  proportion as may be agreed upon among them, all the Securities
  to be purchased on such Closing Date.  If the remaining
  Underwriters or other underwriters satisfactory to the
  Underwriters do not elect to purchase the Securities which the
  defaulting Underwriter or Underwriters agreed but failed to
  purchase on such Closing Date, this Agreement (or, with respect
  to the Option Closing Date, the obligation of the Underwriters to
  purchase, and of the Company to sell, the Option Securities)
  shall terminate without liability on the part of any non-
  defaulting Underwriter or the Company, except that the Company
  will continue to be liable for the payment of expenses to the
  extent set forth in Sections 4(g) and 4(h).  As used in this
  Agreement, the term "Underwriter" includes, for all purposes of
  this Agreement unless the context requires otherwise, any party
  not listed in Schedule A hereto who, pursuant to this Section 13,
  purchases Firm Securities which a defaulting Underwriter agreed
  but failed to purchase.
  
            Nothing contained herein shall relieve a defaulting
  Underwriter of any liability it may have to the Company for
  damages caused by its default.  If other underwriters are
  obligated or agree to purchase the Securities of a defaulting or
  withdrawing Underwriter, either the Underwriters or the Company
  may postpone the Closing Date for up to seven full business days
  in order to effect any changes that in the opinion of counsel for
  the Company or counsel for the Underwriters may be necessary in
  the Registration Statement, the Prospectus or in any other
  document or arrangement.
  
            If the foregoing correctly sets forth the understanding
  between the Company, the Operating Partnership and the
  Underwriters, please so indicate in the space provided below for
  that purpose, whereupon this letter shall constitute a binding
  agreement between the Company, the Operating Partnership and the
  Underwriters.
  
                                Very truly yours,
  
                                PARKWAY PROPERTIES, INC.
  
  
  
                                By:
                                     Name:
                                     Title:
  
                                PARKWAY PROPERTIES LP
  
  
                                By:  Parkway Properties
                                     General Partners, Inc.,
                                     its sole general partner
  
  
                                By:
                                     Name:
                                     Title:
  
  
  
  ACCEPTED as of the date first above
    written
  
  PAINEWEBBER INCORPORATED
  
  
  By:
       Name:
       Title:
  
  For itself and as Representative
  of the several Underwriters named
  in Schedule A hereto
  
  
  
                             SCHEDULE A
  
  
  Underwriter                                             Number of
                                                           Shares
  
  
  
  PaineWebber Incorporated                                1,100,000
  J.C. Bradford & Co.                                       650,000
  Raymond James & Associates, Inc.                          650,000
  
                     Total                                2,400,000
  
  
  
  
                             SCHEDULE B
  
  
  
  Subsidiaries
  
  1.   Parkway Realty Services, Inc.
  2.   Parkway Properties, L.P.
  3.   Parkway Properties General Partners, Inc.
  4.   Golf Properties, Inc.1
  5.   Wink/Parkway Partnership
  6.   Parkway Jackson LLC
  7.   Parkway Mississippi LLC
  8.   Parkway Portfolio I LLC
  9.   Parkway Realty Services, LLC
  10.  PKY Corporation
  
  
  
  The Company owns no voting shares of Golf Properties, Inc. only non-voting
  shares.
  
  
                  JAECKLE FLEISCHMANN & MUGEL, LLP
                    A T T O R N E Y   A T   L A W
             FLEET BANK BUILDING, TWELVE FOUNTAIN PLAZA
                    BUFFALO, NEW YORK 14202-2292
               TEL (716) 856-0600  FAX (716) 856-0432
  
                           April 23, 1998
  
  Parkway Properties, Inc.
  One Jackson Place Suite 1000
  188 East Capitol Street
  Jackson, Mississippi 39201
  
  Ladies and Gentlemen:
  
                 Re:  Registration Statement on Form S-3 under the
                 Securities Act of 1933, No. 333-48161 as amended
                 (the "Registration Statement"); Issuance and Sale
                 of up to 2,760,000 shares of 8.75% Series A
                 Cumulative Redeemable Preferred Stock, par value
                 $0.001 per share (Series A Preferred Stock")
  
  
            As your counsel we have examined the Registration
  Statement and Prospectus Supplement dated April 23, 1998 and we
  are familiar with the documents referred to therein and
  incorporated therein by reference, as well as Parkway's Articles
  of Incorporation, as amended, and Bylaws, as amended, such
  records of proceedings of Parkway as we deemed material, and such
  other proceedings of Parkway as we deemed necessary for the
  purpose of this opinion.
  
            We have examined the proceedings heretofore taken and
  we are informed as to the procedures proposed to be followed by
  Parkway in connection with the authorization, issuance and sale
  of the shares of Series A Preferred Stock.  In our opinion the
  shares of Series A Preferred Stock to be issued by Parkway will
  be, when issued and paid for pursuant to the Registration
  Statement and Prospectus Supplement dated April 23, 1998 and the
  exhibits thereto, duly authorized for issuance by all necessary
  corporate action and, upon the issuance thereof in accordance
  with their terms, the shares of Series A Preferred Stock will be
  legally issued, fully paid and non-assessable.
  
            We consent to the incorporation by reference of this
  opinion letter as an exhibit to the Registration Statement.
  
                                Very truly yours,
                                
                                JAECKLE FLEISCHMANN & MUGEL, LLP
                                
                                
                                
               BUFFALO, NEW YORK - ROCHESTER, NEW YORK
metadata_documents: [{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 94887}]
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": "98602669"}, "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):  April 23, 1998
                                                 -----------------
  
                      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 April 23, 1998, Parkway Properties, Inc. priced  an
       offering  2,400,000  shares  of 8.75%  Series  A  Cumulative
       Redeemable  Preferred Stock at $25 per  share  in  a  public
       offering.  Net proceeds of approximately $57.6 million  will
       be  used  to  repay  advances currently outstanding  on  the
       Company's lines of credit.
  
             The preferred stock may be redeemed by the Company  at
       $25.00  per  share plus accrued and unpaid dividends  on  or
       after  April 23, 2003, has no stated maturity, sinking  fund
       or  mandatory  redemption and is not  convertible  into  any
       other securities of the Company.
  
              The   offering   was  underwritten   by   PaineWebber
       Incorporated,  J.C.  Bradford &  Co.  and  Raymond  James  &
       Associates, Inc.
  
  Item 7.   Financial Statements and Exhibits.
  
            (c)  Exhibits.
  
            (1)  Underwriting Agreement between Parkway Properties, Inc. a
                 Maryland corporation and Parkway Properties LP, a Delaware
                 partnership, and PaineWebber Incorporated, J.C. Bradford & Co.,
                 Raymond James & Associates, Inc., dated April 23, 1998.  Parkway
                 agrees to furnish supplementally to the Securities and Exchange
                 Commission on request a copy of any omitted schedule or exhibit
                 to this agreement.
  
                       (2)   Articles Supplementary of the  Company
                 relating   to   the  8.75%  Series  A   Cumulative
                 Redeemable   Preferred  Stock   (incorporated   by
                 reference to Exhibit 1 to the Company's  Form  8-A
                 filed April 24, 1998).
  
                       (3)  Opinion of Jaeckle Fleischmann & Mugel,
                 LLP regarding legality.
  
                              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 28, 1998         PARKWAY PROPERTIES, INC.
  
                                BY:  /s/Sarah P. Clark
                                     Sarah P. Clark
                           					     Senior Vice President,
                                     Chief Financial Officer,
                                     Treasurer and Secretary
  
                                                                   
  
                          2,400,000 Shares
  
                      PARKWAY PROPERTIES, INC.
                                  
        8.75% Series A Cumulative Redeemable Preferred Stock
                    (par value $0.001 per share)
                                  
                                  
                       UNDERWRITING AGREEMENT
  
  April 23, 1998
  
  PAINEWEBBER INCORPORATED
  J.C. BRADFORD & CO.
  RAYMOND JAMES & ASSOCIATES, INC.
  c/o  PaineWebber Incorporated
       1285 Avenue of the Americas
       New York, New York 10019
  
  Dear Ladies and Gentlemen:
  
            Parkway Properties, Inc., a Maryland corporation (the
  "Company") and Parkway Properties LP, a Delaware partnership (the
  "Operating Partnership"), confirms its agreement with PaineWebber
  Incorporated, J.C. Bradford & Co., and Raymond James &
  Associates, Inc. (the "Underwriters"), as follows:
  
            1.   Description of Securities.  The Company proposes
  to issue and sell to the Underwriters, severally and not jointly,
  2,400,000 shares of 8.75% Series A Cumulative Redeemable
  Preferred Stock, par value $0.001 per share, (the "Preferred
  Stock").
  
            The Preferred Stock will be issued in one or more
  series and each series of Preferred Stock may vary, as
  applicable, as to the title, specific number of shares, rank,
  stated value, liquidation preference, dividend rate or rates (or
  method of calculation), dividend payments dates, redemption
  provisions, sinking fund requirements, conversion provisions and
  any other variable terms as set forth in the applicable
  certificate of designations (each, the "Articles Supplementary")
  relating to such series of Preferred Stock.
  
            The shares of Preferred Stock to be issued and sold by
  the Company are hereinafter referred to as the "Securities".
  
            2.   Representations and Warranties of the Company.
  The Company and the Operating Partnership represent and warrant
  to and agree with the Underwriters that:
  
                      (i)       A registration statement on Form S-
       3 (File No. 333-48161) and pre-effective amendment no. 1
       thereto, with respect to the Securities, including a
       prospectus, have been carefully prepared by the Company in
       conformity with the requirements of the Securities Act of
       1933, as amended (the "Act") and the rules and regulations
       (the "1933 Act Rules and Regulations") of the Securities and
       Exchange Commission (the "Commission") thereunder, have been
       filed with the Commission and declared effective.  Such
       registration statement and prospectus may have been amended
       or supplemented prior to the date of this Underwriting
       Agreement; any such amendment or supplement was so prepared
       and filed, and any such amendment filed after the effective
       date of such registration statement has been declared
       effective.  No stop order suspending the effectiveness of
       either registration statement has been issued, and no
       proceeding for that purpose has been instituted or
       threatened by the Commission.  A prospectus supplement (the
       "Prospectus Supplement") setting forth the terms of the
       offering, sale and plan of distribution of the Securities
       and additional information concerning the Company and its
       business has been or will be so prepared and will be filed
       pursuant to Rule 424(b) of the 1933 Act Rules and
       Regulations on or before the second business day after the
       date hereof (or such earlier time as may be required by the
       1933 Act Rules and Regulations).  Copies of such
       registration statement and prospectus, any such amendments
       or supplements and all documents incorporated by reference
       therein that were filed with the Commission on or prior to
       the date of this Underwriting Agreement (including one fully
       executed copy of the registration statement and of each
       amendment thereto for the Underwriters and their counsel)
       have been delivered to the Underwriters and their counsel.
       The registration statement, as it may have heretofore been
       amended, is referred to herein as the "Registration
       Statement," and the final form of prospectus included in the
       Registration Statement, as supplemented by the Prospectus
       Supplement, is referred to herein as the "Prospectus."  Any
       reference herein to the Registration Statement, the
       Prospectus or any amendment or supplement thereto shall be
       deemed to refer to and include the documents incorporated by
       reference therein, and any reference herein to the terms
       "amend," "amendment" or "supplement" with respect to the
       Registration Statement or Prospectus shall be deemed to
       refer to and include the filing after the execution hereof
       of any document with the Commission deemed to be
       incorporated by reference therein.  For purposes of this
       Underwriting Agreement, all references to the Registration
       Statement and Prospectus or to any amendment or supplement
       thereto shall be deemed to include any copy filed with the
       Commission pursuant to its Electronic Data Gathering
       Analysis and Retrieval System ("EDGAR"), and such copy shall
       be identical in content to any Prospectus delivered to the
       Underwriters for use in connection with the offering of the
       Securities.
  
                      (ii)      Each part of the Registration
       Statement, when such part became or becomes effective and
       the Prospectus and any amendment or supplement thereto, on
       the date of filing thereof with the Commission and at the
       Closing Date (as hereinafter defined), and, if later, at an
       Option Closing Date (as hereinafter defined), conformed or
       will conform in all material respects with the requirements
       of the Act and the 1933 Act Rules and Regulations; each part
       of the Registration Statement, when such part became or
       becomes effective, or when such part was filed with the
       Commission, did not or will not contain an untrue statement
       of a material fact or omit to state a material fact required
       to be stated therein or necessary to make the statements
       therein not misleading; the Prospectus and any amendment or
       supplement thereto, on the date of filing thereof with the
       Commission and at the Closing Date, and, if later, at an
       Option Closing Date, did not or will not include an untrue
       statement of a material fact or omit to state a material
       fact necessary to make the statements therein, in the light
       of the circumstances under which they were made, not
       misleading; except that the foregoing shall not apply to
       statements in, or omissions from, any such document in
       reliance upon, and in conformity with, written information
       concerning the Underwriters that was furnished to the
       Company by the Underwriters specifically for use in the
       preparation thereof.
  
                      (iii)          The documents incorporated by
       reference in the Registration Statement, the Prospectus, any
       amendment or supplement thereto, when they became or become
       effective under the Act or were or are filed with the
       Commission under the Act or the Securities Exchange Act of
       1934, as amended (the "Exchange Act"), as the case may be,
       conformed or will conform in all material respects with the
       requirements of the Act, the 1933 Act Rules and Regulations,
       the Exchange Act and/or the rules and regulations of the
       Commission thereunder (the "Exchange Act Rules and
       Regulations"), as applicable.
  
                      (iv)      The consolidated financial
       statements of the Company together with the related
       schedules and notes thereto, set forth or included or
       incorporated by reference in the Registration Statement and
       Prospectus fairly present the financial condition of the
       Company and its consolidated subsidiaries as of the dates
       indicated and the results of operations, changes in
       financial position, stockholders' equity and cash flows for
       the periods therein specified, in conformity with generally
       accepted accounting principles consistently applied
       throughout the periods involved (except as otherwise stated
       therein).  The summary and selected financial and
       statistical data included or incorporated by reference in
       the Registration Statement and the Prospectus present fairly
       the information shown therein and, to the extent based upon
       or derived from the financial statements, have been compiled
       on a basis consistent with the financial statements
       presented therein.  In addition, the pro forma financial
       statements of the Company, and the related notes thereto,
       included or incorporated by reference in the Registration
       Statement and the Prospectus present fairly the information
       shown therein, have been prepared in accordance with the
       Commission's rules and guidelines with respect to pro forma
       financial statements and have been properly compiled on the
       basis described therein, and the assumptions used in the
       preparation thereof are reasonable and the adjustments used
       therein are appropriate to give effect to the transactions
       and circumstances referred to therein.  Furthermore, all
       financial statements required by Rule 3-14 of Regulation S-X
       ("Rule 3-14") have been included or incorporated by
       reference in the Registration Statement and the Prospectus
       and any such financial statements are in conformity with the
       requirements of Rule 3-14.  No other financial statements
       are required to be set forth or to be incorporated by
       reference in the Registration Statement or the Prospectus
       under the Act or the 1933 Act Rules and Regulations
       thereunder.
  
                      (v)       Ernst & Young LLP, whose reports
       are incorporated by reference in the Registration Statement,
       are and, during the periods covered by their reports, were
       independent public accountants as required by the Act and
       the 1933 Act Rules and Regulations.
  
                      (vi)      The only subsidiaries (as defined
       in the 1933 Act Rules and Regulations) of the Company are
       the subsidiaries listed on Schedule B hereto (the
       "Subsidiaries").  Each of the Company and its Subsidiaries
       has been duly incorporated or formed, as the case may be,
       and is an existing corporation, general or limited
       partnership, or other legal entity, as the case may be, in
       good standing under the laws of its jurisdiction of
       incorporation or formation, as the case may be.  The Company
       and each of its Subsidiaries has full power and authority
       (corporate and other) to conduct its business as described
       in the Registration Statement and Prospectus, and is duly
       qualified or registered to do business in each jurisdiction
       in which it owns or leases real property or in which the
       conduct of its business requires such qualification or
       registration except where the failure to be so qualified or
       registered, considering all such cases in the aggregate,
       would not have a material adverse effect on the business,
       properties, financial position or results of operations of
       the Company and its Subsidiaries taken as a whole; and,
       other than the Subsidiaries, the Company owns no stock or
       other beneficial interest in any corporation, partnership,
       joint venture or other business entity.
  
                      (vii)          All of the issued and
       outstanding capital stock or ownership interests of each
       Subsidiary has been duly authorized and are validly issued,
       fully paid and nonassessable and is wholly-owned by the
       Company, directly or through subsidiaries, free and clear of
       any security interest, mortgage, pledge, lien, encumbrance,
       claim or equity.
  
                      (viii)         All of the issued and
       outstanding shares of capital stock of the Company have been
       duly authorized and are validly issued, fully paid and
       nonassessable and conform to the description thereof in the
       Prospectus.  The stockholders of the Company have no
       preemptive rights with respect to the Securities.
  
                      (ix)      The Securities will be as of the
       Closing Date, and the Optional Securities (as hereinafter
       defined) will be as of any Option Closing Date, duly
       authorized by the Company for issuance and sale pursuant to
       this Underwriting Agreement; and when issued and delivered
       by the Company pursuant to this Underwriting Agreement
       against payment of the consideration therefor specified
       herein, will be validly issued, fully paid and
       nonassessable.  The Securities conform to the description
       thereof in the Prospectus and will not be subject to any
       preemptive rights of any securityholder of the Company.  No
       holder of Preferred Stock will be subject to personal
       liability by reason of being such a holder.  The applicable
       Articles Supplementary will be in full force and effect
       prior to the Closing Date or the Option Closing Date, as
       applicable and will comply with all applicable legal
       requirements.
  
                      (x)       Except as contemplated in the
       Prospectus, subsequent to the respective dates as of which
       information is given in the Registration Statement and the
       Prospectus, the Company and its Subsidiaries have not
       incurred any liabilities or obligations, direct or contin
       gent; or entered into any transactions, not in the ordinary
       course of business, that are material to the Company and its
       Subsidiaries on a consolidated basis; and there has not been
       any material change in the capital stock or structure, short-
       term debt or long-term debt of the Company and its
       Subsidiaries; or any material adverse change, or any
       development that is reasonably likely to involve a
       prospective material adverse change, in the condition
       (financial or other), business, prospects, net worth or
       results of operations of the Company and its Subsidiaries on
       a consolidated basis; and, except for regular dividends on
       the Company's Common Stock, in amounts per share that are
       consistent with past practice or the charter documents of
       the Company, there has been no dividend or distribution of
       any kind declared, paid or made by the Company on any class
       of its capital stock.
  
                      (xi)      Except as set forth in the
       Prospectus, there is not pending or, to the knowledge of the
       Company, threatened any action, suit or proceeding to which
       the Company, any of its Subsidiaries or any of its officers
       or directors is a party, or that any of its properties or
       other assets is the subject of, before or by any court or
       governmental agency or body, that is reasonably likely to
       result in any material adverse change in the condition
       (financial or other), business, prospects, net worth or
       results of operations of the Company and its Subsidiaries,
       or might materially and adversely affect their properties or
       other assets.
  
                      (xii)          During the period of at least
       the last 24 calendar months prior to the date of this
       Underwriting Agreement, the Company has timely filed with
       the Commission all documents and other material required to
       be filed pursuant to Sections 13, 14 and 15(d) under the
       Exchange Act.
  
                      (xiii)         There are no contracts or
       documents of the Company that are required to be filed as
       exhibits to the Registration Statement or to any of the
       documents incorporated by reference therein by the Act or
       the Exchange Act or by the rules and regulations of the
       Commission thereunder that have not been so filed.
  
                      (xiv)          This Underwriting Agreement
       has been duly authorized, executed and delivered by the
       Company and the Operating Partnership.
  
                      (xv)      The execution and performance of
       this Underwriting Agreement and the consummation of the
       transactions contemplated herein will not result in a breach
       or violation of any of the terms and provisions of, or
       constitute a default under, (i) any statute, agreement or
       instrument to which the Company or its Subsidiaries is a
       party or by which they are bound or to which any of the
       property or other assets of the Company or its Subsidiaries
       is subject, (ii) the articles of incorporation, by-laws,
       certificate of general or limited partnership, partnership
       agreement or other organizational document, as applicable,
       of the Company or its Subsidiaries, or (iii) any statute,
       order, rule or regulation of any court or governmental
       agency or body having jurisdiction over the Company or its
       Subsidiaries or any of their properties or other assets; no
       consent, approval, authorization or order of, filing with,
       or notice to any court or governmental agency or body is
       required for the consummation of the transactions
       contemplated by this Underwriting Agreement in connection
       with the issuance or sale of the Securities by the Company,
       except such as may be required under the Act and applicable
       state securities, blue sky, or real estate syndication laws,
       if any, or pursuant to the listing requirements of the New
       York Stock Exchange ("NYSE") or pursuant to the by-laws of
       the National Association of Securities Dealers, Inc.
       ("NASD"); and the Company has full power and authority to
       authorize, issue and sell the Securities as contemplated by
       this Underwriting Agreement, free of any preemptive rights.
  
                      (xvi)          The Company and its
       Subsidiaries have complied in all respects with all laws,
       regulations and orders applicable to them or their
       respective businesses; the Company and its Subsidiaries are
       not in default under any indenture, mortgage, deed of trust,
       voting trust agreement, loan agreement, bond, debenture,
       note agreement or evidence of indebtedness, lease, contract
       or other agreement or instrument to which they are a party
       or by which they or any of their properties or other assets
       are bound, violation of which would individually or in the
       aggregate have a material adverse effect on the Company and
       its Subsidiaries on a consolidated basis, and no other party
       under any such agreement or instrument to which the Company
       or its Subsidiaries are a party is, to the knowledge of the
       Company, in default in any material respect thereunder; and
       the Company and its Subsidiaries are not in violation of
       their respective articles of incorporation, by-laws,
       certificate of general or limited partnership, partnership
       agreement or other organizational documents, as the case may
       be.
  
                      (xvii)         The Company and each of its
       Subsidiaries have good and marketable title to all
       properties and assets, as described in the Prospectus, owned
       by them, free and clear of all liens, charges, encumbrances
       or restrictions, except such as are described in the
       Prospectus or are not material in relation to the business
       of the Company and its Subsidiaries, and the Company and its
       Subsidiaries have valid, subsisting and enforceable leases
       for the properties described in the Prospectus as leased by
       the Company and its Subsidiaries with such exceptions as are
       not material and do not interfere with the use made and
       proposed to be made of such properties by the Company and
       its Subsidiaries; no tenant under any of the leases pursuant
       to which the Company or its Subsidiaries lease their
       properties has an option or right of first refusal to
       purchase the premises demised under such lease; the use and
       occupancy of each of the properties of the Company and its
       Subsidiaries complies in all material respects with all
       applicable codes and zoning laws and regulations; the
       Company and its Subsidiaries have no knowledge of any
       pending or threatened condemnation or zoning change that
       will in any material respect affect the size of, use of,
       improvement of, construction on, or access to any of the
       properties of the Company and its Subsidiaries; and the
       Company and its Subsidiaries have no knowledge of any
       pending or threatened proceeding or action that will in any
       manner materially affect the size of, use of, improvements
       or construction on, or access to any of the properties of
       the Company or its Subsidiaries.
  
                      (xviii)        Title insurance in favor of
       the Company and its Subsidiaries is maintained with respect
       to each of the properties described in the Prospectus in an
       amount at least equal to the cost of acquisition of such
       property, except, in each case, where the failure to
       maintain such title insurance is not reasonably likely to
       have a material adverse effect on the condition, financial
       or otherwise, or the earnings, business affairs or business
       prospects of the Company and its Subsidiaries taken as a
       whole.
  
                      (xix)          The mortgages and deeds of
       trust encumbering the properties and assets described or
       referred to in the Prospectus are not convertible into the
       equity of the Company or any Subsidiary.
  
                      (xx)      Except as set forth in the
       Prospectus Supplement, (i) there does not exist on any of
       the properties described in the Prospectus any hazardous
       substances, hazardous materials, toxic substances or waste
       materials (collectively, "Hazardous Materials") in unlawful
       quantities, (ii) there has not occurred on or off such
       properties any unlawful spills, releases, discharges or
       disposal of Hazardous Materials, which presence or
       occurrence would have a material adverse effect on the
       condition, financial or otherwise, or the earnings, business
       affairs or business prospects of the Company and its
       Subsidiaries taken as a whole, and (iii) the Company and its
       Subsidiaries have not failed to comply with all applicable
       local, state and federal environmental laws, regulations,
       ordinances and administrative and judicial orders relating
       to the generation, recycling, sale, storage, handling,
       transport and disposal of any Hazardous Materials, except
       for such failures which are not reasonably likely to have a
       material adverse effect on the condition, financial or
       otherwise, or the earnings, business affairs or business
       prospects of the Company and its Subsidiaries taken as a
       whole.
  
                      (xxi)          Property and casualty
       insurance in favor of each of the Company and its
       Subsidiaries is maintained with respect to each of the
       properties owned by each of them in an amount and on such
       items as is reasonable and customary for businesses of this
       type.
  
                      (xxii)         No holder of outstanding
       shares of capital stock of the Company has any rights to
       have the shares of capital stock of the Company owned by
       such holder to be sold in the offering of shares
       contemplated by this Agreement.
  
                      (xxiii)        Subsequent to the respective
       dates as of which information is given in the Registration
       Statement and the Prospectus, except as described therein,
       (i) there has not been any material adverse change in the
       assets or properties, business, results of operations,
       prospects or condition (financial or otherwise) of the
       Company or any of its Subsidiaries, whether or not arising
       from transactions in the ordinary course of business; (ii)
       neither the Company nor any of its Subsidiaries has
       sustained any material loss or interference with its assets,
       businesses or properties (whether owned or leased) from
       fire, explosion, earthquake, flood or other calamity,
       whether or not covered by insurance, or from any labor
       dispute or any court or legislative or other governmental
       action, order or decree; and (iii) neither the Company nor
       any of its Subsidiaries has undertaken any liability or
       obligation, direct or contingent, except such liabilities or
       obligations undertaken in the ordinary course of business.
  
                      (xxiv)         The Company has filed all
       federal, state, local and foreign income tax returns which
       have been required to be filed and has paid all taxes
       indicated by said returns and all assessments received by it
       to the extent that such taxes have become due.
  
                      (xxv)          Each approval, consent, order,
       authorization, designation, declaration or filing by or with
       any regulatory, administrative or other governmental body
       necessary in connection with the execution and delivery by
       the Company of this Underwriting Agreement and the
       consummation of the transactions herein contemplated has
       been obtained or made and is in full force and effect.
  
                      (xxvi)         The Company and its
       Subsidiaries hold all material licenses, certificates and
       permits from governmental authorities which are necessary to
       the conduct of their businesses and are in compliance with
       the terms and conditions of such licenses, certificates and
       permits; and the Company and its Subsidiaries have not
       infringed on any patents, patent rights, trade names,
       trademarks or copyrights, which infringement is material to
       the business of the Company and its Subsidiaries taken as a
       whole.
  
                      (xxvii)        The Company and its
       Subsidiaries are conducting their respective businesses in
       material compliance with all applicable laws, rules and
       regulations of the jurisdictions in which they are
       conducting business, including, without limitation, the
       Americans with Disabilities Act of 1990 and all applicable
       local, state and federal employment, truth-in-advertising,
       franchising and immigration laws and regulations, except
       where the failure to be so in compliance would not have a
       material adverse effect on the assets or properties,
       business, results of operations, prospects or condition
       (financial or otherwise) of the Company and its Subsidiaries
       taken as a whole.
  
                      (xxviii)       No transaction has occurred
       between or among the Company and any of its officers or
       directors or any affiliate or affiliates of any such officer
       or director that is required to be described in and is not
       described or incorporated by reference in the Registration
       Statement and the Prospectus.
  
                      (xxix)         The Company has not taken, nor
       will it take, directly or indirectly, any action designed to
       or which might reasonably be expected to cause or result in,
       or which has constituted or which might reasonably be
       expected to constitute, the stabilization or manipulation of
       the price of shares of the Common Stock, to facilitate the
       sale or resale of any of the Securities.
  
                      (xxx)          Commencing with the taxable
       year beginning January 1, 1997, the Company will be
       organized and operating in conformity with the requirements
       for qualification as a "real estate investment trust" under
       the Internal Revenue Code of 1986, as amended (the "Code").
       The Company's method of operation will permit it to meet and
       to continue to meet the requirements for taxation as a real
       estate investment trust under the Code.  The Company has no
       intention of changing its operations or engaging in
       activities which would cause it to fail to qualify, or make
       economically undesirable its continued qualification as, a
       real estate investment trust.
  
                      (xxxi)         Neither the Company nor any
       Subsidiary is an "investment company" within the meaning of
       the Investment Company Act of 1940, as amended.
  
                      (xxxii)        The Securities have been
       approved for listing subject to official notice of issuance
       on the NYSE.
  
            3.   Purchase, Sale and Delivery of Securities.  On the
  basis of the representations, warranties and agreements contained
  herein, but subject to the terms and conditions set forth herein,
  the Company agrees to issue and sell the Securities, severally
  and not jointly, to the several Underwriters, and each of the
  Underwriters, severally and not jointly, agrees to purchase from
  the Company, the number of Securities set forth opposite that
  Underwriter's name in Schedule A hereto, at a purchase price of
  $24.125 per share (the "Purchase Price") reflecting an
  underwriting discount equal to 3 1/2%.
  
            The Securities to be purchased by the Underwriters will
  be delivered by the Company to the office of PaineWebber
  Incorporated at 1285 Avenue of the Americas, New York, New York
  10019, in accordance with the terms of this Underwriting
  Agreement and against payment of the purchase price therefore by
  wire transfer of same day funds payable to the order of the
  Company in the amount of $57,900,000 at the bank account
  designated in writing by the Company at least one business day
  prior to the Closing Date, at 10:00 a.m., New York time, on April
  28, 1998 (or if the NYSE or American Stock Exchange or commercial
  banks in The City of New York are not open on such day, the next
  day on which such exchanges and banks are open), or at such other
  time not later than eight full business days thereafter as the
  Underwriters and the Company mutually agree, such time being
  herein referred to as the "Closing Date." If requested by the
  Underwriters, the Securities will be prepared in definitive form
  and in such authorized denominations and registered in such names
  as the Underwriters may request upon at least two business days'
  prior notice to the Company and will be made available for
  checking and packaging at the Underwriters' offices at least one
  business day prior to the Closing Date.
  
            4.   Covenants.  The Company and the Operating
  Partnership covenant and agree with the Underwriters that:
  
                      (a)       The Company will cause the
       Prospectus Supplement to be filed as required by Section
       2(a) hereof (but only if the Underwriters or their counsel
       have not reasonably objected thereto by notice to the
       Company after having been furnished a copy a reasonable time
       prior to filing) and will notify the Underwriters promptly
       of such filing.  During the period in which a prospectus
       relating to the Securities is required to be delivered under
       the Act or such date which is 90 days after the Closing
       Date, whichever is later, the Company will notify the
       Underwriters promptly of the time when any subsequent
       amendment to the Registration Statement has become effective
       or any subsequent supplement to the Prospectus has been
       filed, of any request by the Commission for any amendment or
       supplement to the Registration Statement or Prospectus or
       for additional information; the Company will prepare and
       file with the Commission, promptly upon the Underwriters'
       request, any amendments or supplements to the Registration
       Statement or Prospectus that, in the Underwriters' opinion,
       may be necessary or advisable in connection with the
       Underwriters' distribution of the Securities; and the
       Company will file no amendment or supplement to the
       Registration Statement or Prospectus (other than any
       prospectus supplement relating to the offering of other
       securities registered under the Registration Statement or
       any document required to be filed under the Exchange Act
       that upon filing is deemed to be incorporated by reference
       therein) to which the Underwriters or their counsel shall
       reasonably object by notice to the Company after having been
       furnished a copy a reasonable time prior to the filing.
  
                      (b)       The Company will advise the
       Underwriters, promptly after it shall receive notice or
       obtain knowledge thereof, of the issuance by the Commission
       of any stop order suspending the effectiveness of the
       Registration Statement, of the suspension of the
       qualification or registration of the Securities for offering
       or sale in any jurisdiction, or of the initiation or
       threatening of any proceeding for any such purpose; and it
       will promptly use its best efforts to prevent the issuance
       of any stop order or to obtain its withdrawal if such a stop
       order should be issued.
  
                      (c)       The Company will comply with all
       requirements imposed upon it by the Act, the 1933 Act Rules
       and Regulations, the Exchange Act and the Exchange Act Rules
       and Regulations as from time to time in force, so far as
       necessary to permit the continuance of sales of, or dealings
       in, the Securities as contemplated by the provisions hereof
       and the Prospectus.  If during such period where a
       prospectus relating to the Securities is required to be
       delivered under the Act or such date which is 90 days after
       the Closing Date, whichever is later, any event occurs as a
       result of which, in the opinion of Underwriters' counsel,
       the Registration Statement contains an untrue statement of a
       material fact or omits to state a material fact required to
       be stated therein or necessary to make the statements
       therein not misleading or the Prospectus as then amended or
       supplemented would include an untrue statement of a material
       fact or omits to state a material fact necessary to make the
       statements therein, in the light of the circumstances then
       existing, not misleading, or if during such period it is
       necessary to amend or supplement the Registration Statement
       or Prospectus to comply with the Act, the Company will
       promptly notify the Underwriters and will amend or
       supplement the Registration Statement or Prospectus (at the
       expense of the Company) so as to correct such statement or
       omission or effect such compliance.
  
                      (d)       The Company will furnish to the
       Underwriters copies of the Registration Statement, the
       Prospectus (including all documents incorporated by
       reference therein) and all amendments and supplements to the
       Registration Statement and Prospectus that are filed with
       the Commission during the period in which a prospectus
       relating to the Securities is required to be delivered under
       the Act or such date which is 90 days after the Closing
       Date, whichever is later (including all documents filed with
       the Commission during such period that are deemed to be
       incorporated by reference therein), in each case as soon as
       available and in such quantities as the Underwriters may
       from time to time reasonably request.
  
                      (e)       During the period of five years
       commencing on the date upon which the Prospectus Supplement
       is filed pursuant to Rule 424(b) under the Act, the Company
       will furnish the Underwriters with copies of filings of the
       Company under the Act and Exchange Act and with all other
       financial statements and periodic and special reports it
       distributes generally to the holders of any class of its
       capital stock.
  
                      (f)       The Company will make generally
       available to its security holders as soon as practicable,
       and in the manner contemplated by Rule 158 of the 1933 Act
       Rules and Regulations but in any event not later than 15
       months after the end of the Company's current fiscal
       quarter, an earning statement (which need not be audited)
       covering a 12-month period beginning after the date upon
       which the Prospectus Supplement is filed pursuant to Rule
       424(b) under the Act that shall satisfy the provisions of
       Section 11(a) of the Act and Rule 158 of the 1933 Act Rules
       and Regulations and will advise the Underwriters in writing
       when such statement has been made available.
  
                      (g)       Whether or not the transactions
       contemplated by this Underwriting Agreement are consummated
       or this Underwriting Agreement is terminated, the Company
       will pay, or reimburse if paid by the Underwriters, all
       costs and expenses incident to the performance of the
       obligations of the Company under this Underwriting
       Agreement, including but not limited to costs and expenses
       of or relating to (i) the preparation, printing and filing
       of the Registration Statement and exhibits thereto, each
       preliminary prospectus, the Prospectus and any amendment or
       supplement to the Registration Statement or the Prospectus,
       (ii) the preparation and delivery of certificates
       representing the Securities, (iii) the word processing,
       printing and reproduction of this Underwriting Agreement,
       (iv) the costs incurred by the Company in furnishing
       (including costs of shipping, mailing and courier) such
       copies of the Registration Statement, the Prospectus and any
       preliminary prospectus, and all amendments and supplements
       thereto, as may be requested for use in connection with the
       offering and sale of the Securities by the Underwriters or
       by dealers to whom Securities may be sold, (v) the listing
       of the Securities on the NYSE, (vi) any filings required to
       be made by the Underwriters with the NASD, and the fees,
       disbursements and other charges of Underwriters' counsel in
       connection therewith, (vii) the registration or
       qualification of the Securities for offer and sale under the
       securities or blue sky laws of such jurisdictions designated
       by the Underwriters, including the fees, disbursements and
       other charges of Underwriters' counsel in connection
       therewith, and the preparation and printing of a blue sky
       memoranda, (viii) counsel to the Company, (ix) the transfer
       agent for the Securities and (x) the Accountants.
  
                      (h)       If this Underwriting Agreement
       shall be terminated pursuant to any of the provisions hereof
       or if for any reason the Company shall be unable to perform
       their obligations hereunder, the Company will reimburse the
       Underwriters for all out-of-pocket expenses (including the
       fees, disbursements and other charges of Underwriters'
       counsel) reasonably incurred by the Underwriters in
       connection herewith.
  
                      (i)       The Company will not at any time,
       directly or indirectly, take any action designed to, or
       which might reasonably be expected, to cause or result in,
       or which has constituted or which might reasonably be
       expected to constitute, the stabilization of the price of
       the Common Stock to facilitate the sale or resale of any of
       the Securities.
  
                      (j)       The Company will apply the net
       proceeds from the sale of the Securities as set forth under
       the caption "Use of Proceeds" in the Prospectus Supplement.
  
                      (k)       Commencing with its taxable year
       beginning January 1, 1997, the Company will elect to, and
       continue, to qualify as a "real estate investment trust"
       under the Code, and will use its best efforts to continue to
       meet the requirements to qualify as a "real estate
       investment trust."
  
            5.   Conditions of Underwriters' Obligations.  The
  Underwriters obligation to purchase and pay for the Securities as
  provided herein shall be subject to the accuracy, as of the date
  hereof and the Closing Date (as if made at the Closing Date), of
  the representations and warranties of the Company and the
  Operating Partnership herein, to the performance by the Company
  and the Operating Partnership of their obligations hereunder and
  to the following additional conditions:
  
                      (a)       The Registration Statement shall
       have been declared effective under the Act; the Prospectus
       shall have been filed as required by Section 2(a) hereof;
       and no stop order suspending the effectiveness of the
       Registration Statement shall have been issued and no
       proceeding for that purpose shall have been instituted or,
       to the Underwriters' knowledge or the knowledge of the
       Company, threatened by the Commission, nor has any state
       securities authority suspended the qualification or
       registration of the Securities for offering or sale in any
       jurisdiction and any request of the Commission for
       additional information (to be included in the Registration
       Statement or the Prospectus or otherwise) shall have been
       complied with the satisfaction of the Underwriters and
       Underwriters' counsel.
  
                      (b)       The Underwriters shall not have
       advised the Company that the Registration Statement or any
       amendment thereto contains an untrue statement of fact that
       in the opinion of the Underwriters or Underwriters' counsel
       is material or omits to state a fact that in the opinion of
       the Underwriters or Underwriters' counsel is material, and
       is required to be stated therein or is necessary to make the
       statements therein not misleading, or that the Prospectus,
       or any amendment or supplement thereto, contains an untrue
       statement of fact that in the opinion of the Underwriters or
       Underwriters' counsel is material or omits to state a fact
       that in the opinion of the Underwriters or Underwriters'
       counsel is material, and is necessary in light of the
       circumstance under which they were made, to make the
       statements therein not misleading.
  
                      (c)       Except as contemplated in the
       Prospectus Supplement, subsequent to the respective dates as
       of which information is included or incorporated by
       reference in the Registration Statement and the Prospectus,
       there shall not have been any change, on a consolidated
       basis, in the equity capitalization, short-term debt or long-
       term debt of the Company or the Operating Partnership,  or
       any adverse change, or any development involving a
       prospective adverse change, in the condition (financial or
       other), business, prospects, net worth or results of
       operations of the Company or its Subsidiaries or any adverse
       change in the rating assigned to any securities of the
       Company, that, in the Underwriters' judgment, makes it
       impractical or inadvisable to offer or deliver the
       Securities on the terms and in the manner contemplated in
       the Prospectus.
  
                      (d)       The Underwriters shall have
       received the opinions of Jaeckle Fleischmann & Mugel, LLP,
       counsel for the Company, and Piper & Marbury, L.L.P.,
       special Maryland counsel to the Company (as to which,
       Jaeckle Fleischmann & Mugel, LLP and Rogers & Wells LLP may
       rely on), each dated the Closing Date, in form and substance
       satisfactory to Underwriters' counsel to the effect that
  
                           (i)       Each of the Company and its
            Subsidiaries has been duly incorporated or formed, as
            the case may be, and is validly existing as a
            corporation, general or limited partnership, or other
            legal entity, as the case may be, in good standing
            under the laws of its jurisdiction of incorporation or
            formation, as the case may be, and has full power
            (corporate or other) and authority to conduct its
            business as described in the Registration Statement and
            Prospectus, and is duly qualified or registered to do
            business in each jurisdiction in which it owns or
            leases real property or in which the conduct of its
            business requires such qualification or registration,
            except where the failure to be so qualified or
            registered, considering all such cases in the
            aggregate, does not involve a material risk to the
            business, properties, financial position or results of
            operations of the Company and its Subsidiaries taken as
            a whole;
  
                           (ii)      The Company has authorized and
            issued capital stock as set forth in Exhibit A to the
            Piper & Marbury LLP opinion all of the issued and
            outstanding shares of capital stock of the Company have
            been duly and validly authorized and issued; and all of
            the issued and outstanding shares of capital stock of
            the Company are fully paid and nonassessable and none
            of them was issued in violation of any preemptive or
            other similar right.  The Securities have been duly
            authorized by the Company for issuance and sale and
            when issued and sold pursuant to this Underwriting
            Agreement will be duly and validly issued, fully paid
            and nonassessable and none of them will have been
            issued in violation of any preemptive or other similar
            right.  Except as disclosed in the Registration
            Statement and the Prospectus, there is no outstanding
            option, warrant or other right calling for the issuance
            of, and, to the knowledge of such counsel, no
            commitment, plan or arrangement to issue, any share of
            capital stock of the Company or any security
            convertible into, exercisable for, or exchangeable for
            capital stock of the Company.  No holder of outstanding
            shares of capital stock of the Company has any rights
            to have shares of capital stock of the Company owned by
            such holder to be sold in the offering of shares
            contemplated by this Agreement.  The issued and
            outstanding capital stock of the Company and the
            Securities conform, or will conform, in all material
            respects to the descriptions thereof contained in the
            Registration Statement and the Prospectus.  The form of
            certificate used to evidence the Securities is in due
            and proper form and complies with all applicable
            statutory requirements, with any applicable
            requirements of the Company's organizational documents
            and with the requirements of the NYSE.  The applicable
            Articles Supplementary are in full force and effect and
            comply with all applicable legal requirements.
  
                           (iii)          The Registration
            Statement has become effective under the Act, the
            Prospectus Supplement has been filed as required by
            Section 2(a) hereof and, to the best knowledge of such
            counsel, after due inquiry, no stop order suspending
            the effectiveness of the Registration Statement has
            been issued and no proceeding for that purpose has been
            instituted or threatened by the Commission;
  
                           (iv)      Each part of the Registration
            Statement, when such part became effective, and the
            Prospectus and any amendment or supplement thereto, on
            the date of filing thereof with the Commission and at
            the Closing Date, complied as to form in all material
            respects with the requirements of the Act and the 1933
            Act Rules and Regulations, and such counsel has no
            reason to believe that either (i) any part of the
            Registration Statement, when such part became effective
            or was filed under the Act or Exchange Act, contained
            an untrue statement of a material fact or omitted to
            state a material fact required to be stated therein or
            necessary to make the statements therein not misleading
            or (ii) the Prospectus and any amendment or supplement
            thereto, on the date of filing thereof with the
            Commission or at the Closing Date, included an untrue
            statement of a material fact or omitted to state a
            material fact necessary to make the statements therein,
            in the light of the circumstances under which they were
            made, not misleading; and the documents incorporated by
            reference in the Registration Statement or Prospectus
            or any amendment or supplement thereto, when they
            became effective under the Act or were filed with the
            Commission under the Act or Exchange Act, as the case
            may be, complied as to form in all material respects
            with the requirements of the Act or the Exchange Act,
            as applicable, and the rules and regulations of the
            Commission thereunder; it being understood that such
            counsel need express no opinion as to the financial
            statements or other financial data included in any
            other documents mentioned in this clause;
  
                           (v)       The descriptions in the
            Registration Statement and Prospectus of statutes,
            legal and governmental proceedings, contracts and other
            documents are accurate and fairly present the
            information required to be shown; and such counsel does
            not know of any statutes or legal or governmental
            proceedings required to be described in the Prospectus
            that are not described as required, or of any contracts
            or documents of a character required to be described in
            the Registration Statement or Prospectus (or required
            to be filed under the Exchange Act if upon such filing
            they would be incorporated by reference therein) or to
            be filed as exhibits to the Registration Statement that
            are not described and filed as required;
  
                           (vi)      This Underwriting Agreement
            has been duly authorized, executed and delivered by the
            Company and the Operating Partnership; the execution,
            delivery and performance of this Underwriting Agreement
            and the consummation of the transactions contemplated
            herein will not result in a breach or violation of any
            of the terms and provisions of, or constitute a default
            under, (a) any statute, indenture, mortgage, deed of
            trust, voting trust agreement, loan agreement, bond,
            debenture, note agreement or evidence of indebtedness,
            lease, contract or other agreement or instrument known
            to such counsel to which the Company or its
            Subsidiaries are a party or by which they are bound or
            to which any of the property or other assets of the
            Company or its Subsidiaries is subject, (b) the
            articles of incorporation, by-laws, certificate of
            general or limited partnership, partnership agreement,
            or other organizational document of the Company or any
            of its Subsidiaries, as applicable, or (c) any order,
            rule or regulation known to such counsel of any court
            or governmental agency or body having jurisdiction over
            the Company or its Subsidiaries or any of their
            properties or other assets; and no consent, approval,
            authorization, notice to, order of, or filing with, any
            court or governmental agency or body is required for
            the consummation of the transactions contemplated by
            this Underwriting Agreement in connection with the
            issuance or sale of the Securities by the Company,
            except such as have been obtained under the Act or from
            the NYSE and the NASD;
  
                           (vii)          Commencing with the
            taxable year beginning January 1, 1997, the Company has
            continuously been organized and operated in conformity
            with the requirements for qualification as a "real
            estate investment trust" under the Code.  The Company's
            method of operation will permit it to continue to meet
            the requirements for taxation as a "real estate
            investment trust" under the Code.  The federal income
            tax treatment described in the Prospectus under the
            caption "Federal Income Tax Considerations" is
            accurate;
  
                           (viii)         To the best of such
            counsel's knowledge, neither the Company nor any of its
            Subsidiaries is in violation of any term or provision
            of their respective articles of incorporation, by-laws,
            certificate of general or limited partnership,
            partnership agreement or other organizational document,
            as applicable, or in violation of or default under any
            indenture, mortgage, deed of trust, voting trust
            agreement, loan agreement, bond, debenture, note
            agreement or evidence of indebtedness, lease, contract,
            permit, judgment, decree, order, statute, rule or
            regulation;
  
                           (ix)      To the best of such counsel's
            knowledge, there is no litigation or governmental or
            other proceeding or investigation, before any court or
            before or by any public body or board pending or
            threatened against, or involving the assets, properties
            or businesses of, the Company or any of its
            Subsidiaries, involving the Company's or any of its
            Subsidiaries' officers or directors or to which any of
            the Company's or any of its Subsidiaries' properties or
            other assets is subject which would have a material
            adverse effect upon the assets or properties, business,
            results of operations, prospects or condition
            (financial or otherwise) of the Company and its
            Subsidiaries taken as a whole; and
  
                           (x)       Neither the Company nor any of
            its Subsidiaries is an "investment company" within the
            meaning of the Investment Company Act of 1940, as
            amended.
  
                      (e)       The Underwriters shall have
       received from Rogers & Wells LLP, Underwriters' counsel,
       such opinion or opinions, dated the Closing Date, with
       respect to the organization of the Company, the validity of
       the Securities, the Registration Statement, the Prospectus
       and other related matters as the Underwriters reasonably may
       request, and such counsel shall have received such papers
       and information as they request to enable them to pass upon
       such matters.
  
                      (f)       At the time of execution of this
       Underwriting Agreement and at the Closing Date, the
       Underwriters shall have received a letter, dated the date of
       delivery thereof, from Ernst & Young LLP, the independent
       public accountants of the Company, in the form previously
       agreed to by the Underwriters.
  
                      (g)       The Underwriters shall have
       received from the Company a certificate, signed by the
       President or a Vice President and by the principal financial
       or accounting officer of the Company, dated the Closing
       Date, to the effect that, to the best of their knowledge
       based upon reasonable investigation:
  
                           (i)  The representations and warranties
            of the Company in this Underwriting Agreement are true
            and correct, as if made at and as of the Closing Date,
            and the Company has complied with all the agreements
            and satisfied all the conditions on its part to be
            performed or satisfied at or prior to the Closing Date;
  
                      (ii) No stop order suspending the
            effectiveness of the Registration Statement has been
            issued, and no proceeding for that purpose has been
            instituted or is threatened by the Commission nor has
            any state securities authority suspended the
            qualification or registration of the Securities for
            offering or sale in any jurisdiction;
  
                      (iii)     Since the effective date of the
            Registration Statement, there has occurred no event
            required to be set forth in an amendment or supplement
            to the Registration Statement or Prospectus that has
            not been so set forth, and there has been no document
            required to be filed under the Exchange Act and the
            Exchange Act Rules and Regulations of the Commission
            thereunder that upon such filing would be deemed to be
            incorporated by reference in the Prospectus that has
            not been so filed;
  
                      (iv) Since the respective dates as of which
            information is given in the Registration Statement and
            the Prospectus, (a) there has not been, and no
            development has occurred which could reasonably be
            expected to result in, a material adverse change in the
            general affairs, business, business prospects,
            properties, management, condition (financial or
            otherwise) or results of operations of the Company and
            its Subsidiaries, taken as a whole, whether or not
            arising from transactions in the ordinary course of
            business, in each case other than as set forth in or
            contemplated by the Registration Statement and the
            Prospectus and (b) neither the Company nor any of its
            Subsidiaries has sustained any material loss or
            interference with its business or properties from fire,
            explosion, flood or other casualty, whether or not
            covered by insurance, or from any labor dispute or any
            court or legislative or other governmental action,
            order or decree, which is not set forth in the
            Registration Statement and the Prospectus; and
  
                           (v)  such other matters as the
            Underwriters or Underwriters' counsel may reasonably
            request.
  
                      (h)       On or prior to the Closing Date,
       the Underwriters shall have received the executed agreements
       referred to in Section 5(k).
  
                      (i)       Prior to the Closing Date, the
       Securities shall have been duly authorized for listing by
       the NYSE upon official notice of issuance.
  
                      (j)       The NASD shall have approved the
       underwriting terms and arrangements and such approval shall
       not have been withdrawn or limited.
  
                      (k)       All such opinions, certificates,
       letters and other documents will be in compliance with the
       provisions hereof only if they are satisfactory in form and
       substance to the Underwriters and Underwriters' counsel.
       The Company will furnish the Underwriters with such
       conformed copies of such opinions, certificates, letters and
       other documents as the Underwriters shall reasonably request
       and the Company shall furnish to the Underwriters such
       further certificates and documents as the Underwriters shall
       have reasonably requested.
  
            6.   Indemnification and Contribution.
       (a)  The Company agrees to indemnify and hold the
       Underwriters harmless, their directors, officers, employees
       and agents and each person, if any, who controls them within
       the meaning of Section 15 of the Act or Section 20 of the
       Exchange Act from and against any and all losses, claims,
       liabilities, expenses and damages (including, but not
       limited to, any and all investigative, legal and other
       expenses reasonably incurred in connection with, and any and
       all amounts paid in settlement of, any action, suit or
       proceeding between any of the indemnified parties and any
       indemnifying parties or between any indemnified party and
       any third party, or otherwise, or any claim asserted), as
       and when incurred to which the Underwriters, or any such
       person, may become subject under the Act, the Exchange Act
       or other federal or state statutory law or regulation, at
       common law or otherwise, insofar as such losses, claims,
       liabilities, expenses or damages arise out of or are based
       on (i) any untrue statement or alleged untrue statement of a
       material fact contained in any preliminary prospectus, the
       Registration Statement or the Prospectus or any amendment or
       supplement to the Registration Statement or the Prospectus
       or in any documents filed under the Exchange Act and deemed
       to be incorporated by reference into the Prospectus, or in
       any application or other document executed by or on behalf
       of the Company or based on written information furnished by
       or on behalf of the Company filed in any jurisdiction in
       order to qualify the Securities under the securities or blue
       sky laws thereof or filed with the Commission, (ii) the
       omission or alleged omission to state in such document a
       material fact required to be stated in it or necessary to
       make the statements in it not misleading or (iii) any act or
       failure to act or any alleged act or failure to act by the
       Underwriters in connection with, or relating in any manner
       to, the Securities or the offering contemplated hereby, and
       which is included as part of or referred to in any loss,
       claim, damage, liability or action arising out of or based
       upon matters covered by clause (i) or (ii) above (provided
       that the Company shall not be liable under this clause (iii)
       to the extent it is finally judicially determined by a court
       of competent jurisdiction that such loss, claim, damage,
       liability or action resulted directly from any such acts or
       failures to act undertaken or omitted to be taken by the
       Underwriters through their gross negligence or willful
       misconduct); provided that the Company will not be liable to
       the extent that such loss, claim, liability, expense or
       damage arises from the sale of the Securities in the public
       offering to any person and is based on an untrue statement
       or omission or alleged untrue statement or omission made in
       reliance on and in conformity with information relating to
       the Underwriters furnished in writing to the Company by the
       Underwriters expressly for inclusion in the Registration
       Statement or the Prospectus.  The Underwriters confirm to
       the Company and the Company acknowledges that only the
       following information appearing in the Prospectus with
       respect to the public offering of the Securities has been
       furnished to the Company by the Underwriters for use in the
       Prospectus: (i) the names of the Underwriters contained on
       the cover page and back cover page of the Prospectus
       Supplement; (ii) the stabilization legend on the inside
       front cover page of the Prospectus Supplement; and (iii) the
       information in the first, second and sixth paragraphs under
       the caption "Underwriting" in the Prospectus Supplement.
       This indemnity agreement will be in addition to any
       liability that the Company might otherwise have.
  
                      (b)  The Underwriters will indemnify and hold
       harmless the Company, each person, if any, who controls the
       Company within the meaning of Section 15 of the Act or
       Section 20 of the Exchange Act, each director of the Company
       and each officer of the Company who signs the Registration
       Statement to the same extent as the foregoing indemnity from
       the Company to the Underwriters, but only insofar as losses,
       claims, liabilities, expenses or damages arise out of or are
       based on any untrue statement or omission or alleged untrue
       statement or omission made in reliance on and in conformity
       with information relating to the Underwriters furnished in
       writing to the Company by the Underwriters expressly for use
       in the Registration Statement, the preliminary prospectus or
       the Prospectus.  This indemnity will be in addition to any
       liability that the Underwriters might otherwise have;
       provided, however, that in no case shall the Underwriters be
       liable or responsible for any amount in excess of the
       underwriting discounts and commissions received by the
       Underwriters.
  
                      (c)  Any party that proposes to assert the
       right to be indemnified under this Section 6 will, promptly
       after receipt of notice of commencement of any action
       against such party in respect of which a claim is to be made
       against an indemnifying party or parties under this Section
       6, notify each such indemnifying party of the commencement
       of such action, enclosing a copy of all papers served, but
       the omission so to notify such indemnifying party will not
       relieve it from any liability that it may have to any
       indemnified party under the foregoing provisions of this
       Section 6 unless, and only to the extent that, such omission
       results in the forfeiture of substantive rights or defenses
       by the indemnifying party.  If any such action is brought
       against any indemnified party and it notifies the
       indemnifying party of its commencement, the indemnifying
       party will be entitled to participate in and, to the extent
       that it elects by delivering written notice to the
       indemnified party promptly after receiving notice of the
       commencement of the action from the indemnified party,
       jointly with any other indemnifying party similarly
       notified, to assume the defense of the action, with counsel
       satisfactory to the indemnified party, and after notice from
       the indemnifying party to the indemnified party of its
       election to assume the defense, the indemnifying party will
       not be liable to the indemnified party for any legal or
       other expenses except as provided below and except for the
       reasonable costs of investigation subsequently incurred by
       the indemnified party in connection with the defense.  The
       indemnified party will have the right to employ its own
       counsel in any such action, but the fees, expenses and other
       charges of such counsel will be at the expense of such
       indemnified party unless (1) the employment of counsel by
       the indemnified party has been authorized in writing by the
       indemnifying party, (2) the indemnified party has reasonably
       concluded (based on advice of counsel) that there may be
       legal defenses available to it or other indemnified parties
       that are different from or in addition to those available to
       the indemnifying party, (3) a conflict or potential conflict
       exists (based on advice of counsel to the indemnified party)
       between the indemnified party and the indemnifying party (in
       which case the indemnifying party will not have the right to
       direct the defense of such action on behalf of the
       indemnified party) or (4) the indemnifying party has not in
       fact employed counsel to assume the defense of such action
       within a reasonable time after receiving notice of the
       commencement of the action, in each of which cases the
       reasonable fees, disbursements and other charges of counsel
       will be at the expense of the indemnifying party or parties.
       It is understood that the indemnifying party or parties
       shall not, in connection with any proceeding or related
       proceedings in the same jurisdiction, be liable for the
       reasonable fees, disbursements and other charges of more
       than one additional firm admitted to practice in such
       jurisdiction at any one time for all such indemnified party
       or parties.  All such fees, disbursements and other charges
       will be reimbursed by the indemnifying party promptly as
       they are incurred. An indemnifying party will not be liable
       for any settlement of any action or claim effected without
       its written consent (which consent will not be unreasonably
       withheld); provided however, no indemnifying party shall,
       without the prior written consent of each indemnified party,
       settle or compromise or consent to the entry of any judgment
       in any pending or threatened claim, action or proceeding
       relating to the matters contemplated by this Section 6
       (whether or not any indemnified party is a party thereto),
       unless such settlement, compromise or consent includes an
       unconditional release of each indemnified party from all
       liability arising or that may arise out of such claim,
       action or proceeding.  Notwithstanding any other provision
       of this Section 6(c), if at any time an indemnified party
       shall have requested an indemnifying party to reimburse the
       indemnified party for fees and expenses of counsel, such
       indemnifying party agrees that it shall be liable for any
       settlement effected without its written consent if (i) such
       settlement is entered into more than 45 days after receipt
       by such indemnifying party of the aforesaid request, (ii)
       such indemnifying party shall have received notice of the
       terms of such settlement at least 30 days prior to such
       settlement being entered into and (iii) such indemnifying
       party shall not have reimbursed such indemnified party in
       accordance with such request prior to the date of such
       settlement.
  
                      (d)  In order to provide for just and
       equitable contribution in circumstances in which the
       indemnification provided for in the foregoing paragraphs of
       this Section 6 is applicable in accordance with its terms
       but for any reason is held to be unavailable from the
       Company or the Underwriters, the Company and the
       Underwriters will contribute to the total losses, claims,
       liabilities, expenses and damages (including any
       investigative, legal and other expenses reasonably incurred
       in connection with, and any amount paid in settlement of,
       any action, suit or proceeding or any claim asserted, but
       after deducting any contribution received by the Company
       from persons other than the Underwriters, such as persons
       who control the Company within the meaning of the Act,
       officers of the Company who signed the Registration
       Statement and directors of the Company, who also may be
       liable for contribution) to which the Company and the
       Underwriters may be subject in such proportion as shall be
       appropriate to reflect the relative benefits received by the
       Company on the one hand and the Underwriters on the other.
       The relative benefits received by the Company on the one
       hand and the Underwriters on the other shall be deemed to be
       in the same proportion as the total net proceeds from the
       offering (before deducting expenses) received by the Company
       bear to the total underwriting discounts and commissions
       received by the Underwriters, in each case as set forth in
       the table on the cover page of the Prospectus Supplement.
       If, but only if, the allocation provided by the foregoing
       sentence is not permitted by applicable law, the allocation
       of contribution shall be made in such proportion as is
       appropriate to reflect not only the relative benefits
       referred to in the foregoing sentence but also the relative
       fault of the Company on the one hand, and the Underwriters,
       on the other, with respect to the statements or omissions
       which resulted in such loss, claim, liability, expense or
       damage, or action in respect thereof, as well as any other
       relevant equitable considerations with respect to such
       offering.  Such relative fault shall be determined by
       reference to whether the untrue or alleged untrue statement
       of a material fact or omission or alleged omission to state
       a material fact relates to information supplied by the
       Company or the Underwriters, the intent of the parties and
       their relative knowledge, access to information and
       opportunity to correct or prevent such statement or
       omission.  The Company and the Underwriters agree that it
       would not be just and equitable if contributions pursuant to
       this Section 6(d) were to be determined by pro rata
       allocation or by any other method of allocation which does
       not take into account the equitable considerations referred
       to herein.  The amount paid or payable by an indemnified
       party as a result of the loss, claim, liability, expense or
       damage, or action in respect thereof, referred to above in
       this Section 6(d) shall be deemed to include, for purpose of
       this Section 6(d), any legal or other expenses reasonably
       incurred by such indemnified party in connection with
       investigating or defending any such action or claim.
       Notwithstanding the provisions of this Section 6(d), the
       Underwriters shall not be required to contribute any amount
       in excess of the underwriting discounts and commissions
       received by the Underwriters and no person found guilty of
       fraudulent misrepresentation (within the meaning of Section
       11(f) of the Act) will be entitled to contribution from any
       person who was not guilty of such fraudulent
       misrepresentation.  For purposes of this Section 6(d), any
       person who controls a party to this Underwriting Agreement
       within the meaning of the Act will have the same rights to
       contribution as that party, and each officer of the Company
       who signed the Registration Statement will have the same
       rights to contribution as the Company, subject in each case
       to the provisions hereof.  Any party entitled to
       contribution, promptly after receipt of notice of
       commencement of any action against such party in respect of
       which a claim for contribution may be made under this
       Section 6(d), will notify any such party or parties from
       whom contribution may be sought, but the omission so to
       notify will not relieve the party or parties from whom
       contribution may be sought from any other obligation it or
       they may have under this Section 6(d).  Except for a
       settlement entered into pursuant to the last sentence of
       Section 6(c) hereof, no party will be liable for
       contribution with respect to any action or claim settled
       without its written consent (which consent will not be
       unreasonably withheld).
  
                      (e)  The indemnity and contribution
       agreements contained in this Section 6 and the
       representations and warranties of the Company and the
       Operating Partnership contained in this Underwriting
       Agreement shall remain operative and in full force and
       effect regardless of (i) any investigation made by or on
       behalf of the Underwriters, (ii) acceptance of the
       Securities and payment therefor or (iii) any termination of
       this Underwriting Agreement.
  
            7.   Representations and Agreements to Survive
  Delivery.  All representations, warranties and agreements of the
  Company and the Operating Partnership contained herein or in
  certificates delivered pursuant hereto, and  the Underwriters'
  agreements contained in Section 6 hereof, shall remain operative
  and in full force and effect regardless of any investigation made
  by or on behalf of the Underwriters or any controlling persons,
  or the Company or any of its officers, directors or any
  controlling persons, and shall survive delivery of and payment
  for the Securities hereunder.
  
            8.   Termination.  The Underwriters shall have the
  right by giving notice as hereinafter specified at any time at or
  prior to the Closing Date, to terminate this Underwriting
  Agreement if (i) the Company shall have failed, refused or been
  unable, at or prior to the Closing Date, to perform any agreement
  on its part to be performed hereunder, (ii) any other condition
  of the Underwriters' obligations hereunder is not fulfilled when
  due, (iii) trading on the NYSE shall have been wholly suspended,
  (iv) minimum or maximum prices for trading shall have been fixed,
  or maximum ranges for prices for the Common Stock shall have been
  required on the NYSE by the NYSE or by order of the Commission or
  any other governmental authority having jurisdiction, (v) a
  banking moratorium shall have been declared by federal or New
  York authorities, or (vi) an outbreak of major hostilities in
  which the United States is involved, a declaration of war by
  Congress, any other substantial national or international
  calamity or any other event or occurrence of a similar character
  shall have occurred since the execution of this Underwriting
  Agreement that, in the Underwriters' judgment, makes it
  impractical or inadvisable to proceed with the completion of the
  sale of and payment for the Securities.  Any such termination
  shall be without liability of any party to any other party with
  respect to Securities not purchased by reason of such termination
  except that the provisions of Section 4(g) and Section 6 hereof
  shall at all times be effective.  If the Underwriters elect to
  terminate this Underwriting Agreement as provided in this
  Section, the Company shall be notified promptly by the
  Underwriters by telephone, telex or telecopy, confirmed by
  letter.
  
            9.   Notices.  All notices or communications hereunder
  shall be in writing and if sent to the Underwriters shall be
  mailed, delivered, telexed or telecopied and confirmed to the
  Underwriters at 1285 Avenue of the Americas, New York, New York
  10019, c/o Real Estate investment Banking, attention: David R.
  Jarvis (with copy to Jay L. Bernstein, Esq., c/o Rogers & Wells,
  200 Park Avenue, New York, New York 10166), or if sent to the
  Company, shall be mailed, delivered, telexed or telecopied and
  confirmed to Steven G. Rogers, c/o the Company at 300 One Jackson
  Place, 188 East Capitol Street, Jackson, Mississippi 39201 (with
  copy to Joseph P. Kubarek, Esq., c/o Jaeckle Fleischmann & Mugel,
  LLP, Fleet Bank Building, Twelve Fountain Plaza, Buffalo, New
  York 14202-2292).  Any party to this Underwriting Agreement may
  change such address for notices by sending to the other party to
  this Underwriting Agreement written notice of a new address for
  such purpose.
  
            10.  Parties.  This Underwriting Agreement shall inure
  to the benefit of, and be binding upon, the Company, the
  Operating Partnership and the Underwriters and their respective
  successors and the controlling persons, officers, directors,
  employees and representatives referred to in Section 6 hereof,
  and no other person will have any right or obligation hereunder.
  
            11.  Applicable Law.  This Underwriting Agreement shall
  be governed by, and construed in accordance with, the laws of the
  State of New York.
  
            12.  Over-allotment Option.
  
            (a) In addition to the Securities being sold by the
  Company and described in Section 1 hereof (which are referred to
  herein as the "Firm Securities"), the Underwriters, at the
  Underwriters' option, shall have the right to purchase from the
  Company up to an aggregate 360,000 additional shares of Preferred
  Stock ("Optional Securities").  The first two paragraphs of
  Section 3 hereof shall be deemed to apply only to the purchase,
  sale and delivery of the Firm Securities.  References in those
  two paragraphs to the "Securities" shall be deemed to be
  references to the "Firm Securities;" except as otherwise provided
  in this Section 12, other references in this Underwriting
  Agreement to the "Securities" shall be deemed to include the Firm
  Securities and the Optional Securities.
  
            (b)  Upon written notice from the Underwriters given to
  the Company not more than 30 days subsequent to the date of the
  public offering of the Securities, the Underwriters may purchase
  all or less than all of the Optional Securities at the purchase
  price per share to be paid for the Firm Securities.  Such
  Optional Securities may be purchased by the Underwriters only for
  the purpose of covering over-allotments made in connection with
  the sale of the Firm Securities.  No Optional Securities shall be
  sold or delivered unless the Firm Securities previously have
  been, or simultaneously are, sold and delivered.  The right to
  purchase the Optional Securities or any portion thereof may be
  surrendered and terminated at any time upon notice by the
  Underwriters to the Company.  The "Closing Date" as defined in
  Section 3 hereof, shall be deemed to be the "Closing Date," and
  the time for the delivery of, and payment for, the Optional
  Securities, is herein referred to as the "Option Closing Date"
  (which may be the Closing Date).  The Option Closing Date shall
  be determined by the Underwriters but shall be not later than 10
  days after the Underwriters give to the Company written notice of
  election to purchase Optional Securities.  The preparation,
  registration, checking and delivery of, and payment for, the
  Optional Securities shall occur or be made in the same manner as
  provided in Section 3 hereof for the Firm Securities, except as
  the Underwriters and the Company may otherwise agree.
  
            (c)  The conditions to the Underwriters' obligations
  set forth in Section 5 shall be deemed to be conditions to the
  Underwriters' obligation to purchase and pay for the Securities
  to be purchased on each of the Closing Date and the Option
  Closing Date, as the case may be; references in that Section and
  in Sections 2, 8 and 9 hereof to the "Closing Date" shall be
  deemed to be references to the Closing Date or the Option Closing
  Date, as the case may be, and references to the "Securities" in
  Section 5 hereof shall be deemed to be references to the
  Securities to be purchased at such Closing Date.  A termination
  of this Underwriting Agreement as to the Optional Securities
  after the Closing Date will not terminate this Underwriting
  Agreement as to the Firm Securities.
  
            13. Default by One or More of the Underwriters.  If, on
  either the Closing Date or the Option Closing Date, any
  Underwriter defaults in the performance of its obligations under
  this Agreement, the remaining non-defaulting Underwriters shall
  be obligated to purchase the Securities which the defaulting
  Underwriter agreed but failed to purchase on such Closing Date in
  the respective proportions which the number of Firm Securities
  set forth opposite the name of each remaining non-defaulting
  Underwriter in Schedule A hereto bears to the total number of
  Firm Securities set forth opposite the names of all the remaining
  non-defaulting Underwriters in Schedule A hereto; provided,
  however, that the remaining non-defaulting Underwriters shall not
  be obligated to purchase any of the Securities on such Closing
  Date if the total number of Securities which the defaulting
  Underwriter or Underwriters agreed but failed to purchase on such
  date exceeds 9.09% of the total number of Securities to be
  purchased on such Closing Date, and any remaining non-defaulting
  Underwriter shall not be obligated to purchase more than 110% of
  the number of Securities which it agreed to purchase on such
  Closing Date.  If the foregoing maximums are exceeded, the
  remaining non-defaulting Underwriters, or those other
  underwriters satisfactory to the Underwriters who so agree, shall
  have the right, but shall not be obligated, to purchase, in such
  proportion as may be agreed upon among them, all the Securities
  to be purchased on such Closing Date.  If the remaining
  Underwriters or other underwriters satisfactory to the
  Underwriters do not elect to purchase the Securities which the
  defaulting Underwriter or Underwriters agreed but failed to
  purchase on such Closing Date, this Agreement (or, with respect
  to the Option Closing Date, the obligation of the Underwriters to
  purchase, and of the Company to sell, the Option Securities)
  shall terminate without liability on the part of any non-
  defaulting Underwriter or the Company, except that the Company
  will continue to be liable for the payment of expenses to the
  extent set forth in Sections 4(g) and 4(h).  As used in this
  Agreement, the term "Underwriter" includes, for all purposes of
  this Agreement unless the context requires otherwise, any party
  not listed in Schedule A hereto who, pursuant to this Section 13,
  purchases Firm Securities which a defaulting Underwriter agreed
  but failed to purchase.
  
            Nothing contained herein shall relieve a defaulting
  Underwriter of any liability it may have to the Company for
  damages caused by its default.  If other underwriters are
  obligated or agree to purchase the Securities of a defaulting or
  withdrawing Underwriter, either the Underwriters or the Company
  may postpone the Closing Date for up to seven full business days
  in order to effect any changes that in the opinion of counsel for
  the Company or counsel for the Underwriters may be necessary in
  the Registration Statement, the Prospectus or in any other
  document or arrangement.
  
            If the foregoing correctly sets forth the understanding
  between the Company, the Operating Partnership and the
  Underwriters, please so indicate in the space provided below for
  that purpose, whereupon this letter shall constitute a binding
  agreement between the Company, the Operating Partnership and the
  Underwriters.
  
                                Very truly yours,
  
                                PARKWAY PROPERTIES, INC.
  
                                By:
                                     Name:
                                     Title:
  
                                PARKWAY PROPERTIES LP
  
                                By:  Parkway Properties
                                     General Partners, Inc.,
                                     its sole general partner
  
                                By:
                                     Name:
                                     Title:
  
  ACCEPTED as of the date first above
    written
  
  PAINEWEBBER INCORPORATED
  
  By:
       Name:
       Title:
  
  For itself and as Representative
  of the several Underwriters named
  in Schedule A hereto
  
                             SCHEDULE A
  
  Underwriter                                             Number of
                                                           Shares
  
  PaineWebber Incorporated                                1,100,000
  J.C. Bradford & Co.                                       650,000
  Raymond James & Associates, Inc.                          650,000
  
                     Total                                2,400,000
  
                             SCHEDULE B
  
  Subsidiaries
  
  1.   Parkway Realty Services, Inc.
  2.   Parkway Properties, L.P.
  3.   Parkway Properties General Partners, Inc.
  4.   Golf Properties, Inc.1
  5.   Wink/Parkway Partnership
  6.   Parkway Jackson LLC
  7.   Parkway Mississippi LLC
  8.   Parkway Portfolio I LLC
  9.   Parkway Realty Services, LLC
  10.  PKY Corporation
  
  The Company owns no voting shares of Golf Properties, Inc. only non-voting
  shares.
  
                  JAECKLE FLEISCHMANN & MUGEL, LLP
                    A T T O R N E Y   A T   L A W
             FLEET BANK BUILDING, TWELVE FOUNTAIN PLAZA
                    BUFFALO, NEW YORK 14202-2292
               TEL (716) 856-0600  FAX (716) 856-0432
  
                           April 23, 1998
  
  Parkway Properties, Inc.
  One Jackson Place Suite 1000
  188 East Capitol Street
  Jackson, Mississippi 39201
  
  Ladies and Gentlemen:
  
                 Re:  Registration Statement on Form S-3 under the
                 Securities Act of 1933, No. 333-48161 as amended
                 (the "Registration Statement"); Issuance and Sale
                 of up to 2,760,000 shares of 8.75% Series A
                 Cumulative Redeemable Preferred Stock, par value
                 $0.001 per share (Series A Preferred Stock")
  
            As your counsel we have examined the Registration
  Statement and Prospectus Supplement dated April 23, 1998 and we
  are familiar with the documents referred to therein and
  incorporated therein by reference, as well as Parkway's Articles
  of Incorporation, as amended, and Bylaws, as amended, such
  records of proceedings of Parkway as we deemed material, and such
  other proceedings of Parkway as we deemed necessary for the
  purpose of this opinion.
  
            We have examined the proceedings heretofore taken and
  we are informed as to the procedures proposed to be followed by
  Parkway in connection with the authorization, issuance and sale
  of the shares of Series A Preferred Stock.  In our opinion the
  shares of Series A Preferred Stock to be issued by Parkway will
  be, when issued and paid for pursuant to the Registration
  Statement and Prospectus Supplement dated April 23, 1998 and the
  exhibits thereto, duly authorized for issuance by all necessary
  corporate action and, upon the issuance thereof in accordance
  with their terms, the shares of Series A Preferred Stock will be
  legally issued, fully paid and non-assessable.
  
            We consent to the incorporation by reference of this
  opinion letter as an exhibit to the Registration Statement.
  
                                Very truly yours,
                                
                                JAECKLE FLEISCHMANN & MUGEL, LLP
                                
                                
                                
               BUFFALO, NEW YORK - ROCHESTER, NEW YORK