content: UNITED STATES
                                  
                 SECURITIES AND EXCHANGE COMMISSION
                                  
                        WASHINGTON, DC  20549
                                  
                 ----------------------------------
                                  
                              FORM 8-K
                                  
                                  
                           CURRENT REPORT
                                  
                                  
                   Pursuant to Section 13 or 15(d)
                               of the
                   Securities Exchange Act of 1934
                                  
  
  Date of Report (Date of earliest event reported):  March 18, 1997
                                                     ---------------
  
                      PARKWAY PROPERTIES, INC.
  ------------------------------------------------------------------
       (Exact name of Registrant as specified in its charter)
  
  
  
  Maryland                    1-11533                   74-2123597
  ------------------------------------------------------------------
  (State or other     (Commission File Number)        (IRS Employer
  jurisdiction of                                    Identification
  incorporation)                                         Number)
  
  
     300 One Jackson Place, 188 E. Capitol St., Jackson, MS 39201
  ------------------------------------------------------------------
  (Address of principal executive offices)               (Zip Code)
  
  
  Registrant's telephone number, including area code (601) 948-4091
                                                     ---------------
  
  
  ------------------------------------------------------------------
   (Former name or former address, if changed since last report)
                                  
                              FORM 8-K
                                  
                      PARKWAY PROPERTIES, INC.
                                  
  
  Item 2.   Acquisition or Disposition of Assets.
  
                  On  March  18,  1997, Parkway  Properties  LP,  a
            limited  partnership in which Parkway Properties,  Inc.
            is  a 99% limited partner and a wholly-owned subsidiary
            is  a  1%  general  partner, purchased  Charlotte  Park
            Executive   Center   in  Charlotte,   North   Carolina.
            Charlotte  Park Executive Center is a 30  acre  master-
            planned   office  park  consisting  of   three   office
            buildings   built   in  1982,  1984   and   1986   with
            approximately 187,207 square feet of net rentable area.
            It   is   located   in  the  I-77/Southwest   corridor,
            Charlotte's largest office submarket.  The Company also
            purchased 17.64 acres of development land in the office
            park for $1,721,000.  The three buildings are currently
            92%  leased with Premier Health Systems (59%  of  total
            net  rentable square feet) and BellSouth (23% of  total
            net  rentable  square feet) as the  principal  tenants.
            The  purchase  price  of $16,071,000  was  funded  with
            existing cash reserves.
  
  
  Item 7.   Financial Statements and Exhibits.
  
            (a)  Financial Statements
  
            The  audited combined financial statement of  Charlotte
            Park  Executive  Center  for the  twelve  months  ended
            December 31, 1995 is incorporated by reference  to  the
            Registrant's  Form 8-K dated January 7, 1997  filed  on
            January  10, 1997.  Also incorporated is the  unaudited
            combined   financial  statement   of   Charlotte   Park
            Executive  Center for the nine months  ended  September
            30, 1996.
  
  
  
            (b)  Pro Forma Consolidated Financial Statements
  
            The   following   unaudited  Pro   Forma   Consolidated
            Financial Statements are attached hereto.
                                  
                                  
                      PARKWAY PROPERTIES, INC.
                                                               Page
                                                               ----
  Pro Forma Consolidated Financial Statements (Unaudited)         4
  Pro Forma Consolidated Balance Sheet (Unaudited) -
       As of September 30, 1996                                   6
  Pro Forma Consolidated Statement of Income (Unaudited) -
       For the Twelve Months Ended December 31, 1995              8
  Pro Forma Consolidated Statement of Income (Unaudited) -
       For the Nine Months Ended September 30, 1996               9
  Notes to Pro Forma Consolidated Financial
       Statements (Unaudited)                                    10
  
  
  
            (c)  Exhibits
  
            (10)  The  Purchase and Sale Agreement among  Charlotte
            Park   Limited   Partnership,  CEP  Investors   Limited
            Partnership  and Parkway Carolina, Inc. dated  November
            4,   1996   is   incorporated  by  reference   to   the
            Registrant's  Form 8-K dated January 7, 1997  filed  on
            January   10,   1997.   Parkway   agrees   to   furnish
            supplementally   to   the   Securities   and   Exchange
            Commission on request a copy of any omitted schedule or
            exhibit to this agreement.
  
                      PARKWAY PROPERTIES, INC.
                                  
             Pro Forma Consolidated Financial Statements
                             (Unaudited)
  
  The  following unaudited pro forma consolidated balance sheet  as
  of  September  30, 1996 and pro forma consolidated statements  of
  income  of  Parkway Properties, Inc. ("Parkway") for  the  twelve
  months  ended  December 31, 1995 and nine months ended  September
  30,  1996 give effect to the September 30, 1996 purchase  of  the
  BB&T  Financial  Center ,the October 31,  1996  purchase  of  the
  Tensor Building, the January 7, 1997 purchase of Forum II &  III,
  the  January 28, 1997 purchase of Ashford II and the
  March 18, 1997 purchase of Charlotte Park Executive Center as well
  as  the December 24, 1996 sale of the Virginia Beach mortgage loan.
  The pro forma consolidated financial statements have been prepared by
  management  of  Parkway  based  upon  the  historical   financial
  statements of Parkway and the adjustments and assumptions in  the
  accompanying  notes  to  the  pro  forma  consolidated  financial
  statements.
  
  The pro forma consolidated balance sheet sets forth the effect of
  Parkway's  purchases  of the Tensor Building,  Forum  II  &  III,
  Charlotte Park Executive Center and Ashford II and the effect  of
  the  sale  of  the mortgage loan.  No pro forma adjustments  were
  needed  for  the  purchase of the BB&T Financial Center  due  its
  September 30th purchase date.
  
  The  pro  forma consolidated statements of income set  forth  the
  effects of Parkway's purchases of the following buildings  as  if
  they had been consummated on January 1, 1995.
  
            BUILDING                      DATE OF PURCHASE
            
            Charlotte Park Executive Center    3/18/97
            Ashford II                         1/28/97
            Forum II & III                     1/07/97
            Tensor                            10/31/96
            BB&T Financial Center              9/30/96
            Falls Pointe                       8/09/96
            Roswell North                      8/09/96
            Cherokee                           7/09/96
            Courthouse                         7/09/96
            400 Northbelt                      4/15/96
            Woodbranch                         4/15/96
            One Park 10 Plaza                  3/07/96
            Waterstone                        12/18/95
            IBM Building                      10/02/95
            MTEL Centre'                       7/31/95
  
  
  
      In addition to the purchases listed above, the pro forma
  consolidated statements of income set forth the effect of the May
  31, 1996 sale of 157 mortgage loans, the placement of non-recourse
  mortgage  debt on recently acquired properties and  the  December
  24,  1996  sale  of the Virginia Beach mortgage loan  as  if  the
  transactions occurred January 1, 1995.
  
  These  pro  forma consolidated financial statements  may  not  be
  indicative  of the results that actually would have  occurred  if
  the  purchase, sale and/or financings had been in effect  on  the
  dates indicated or which may be obtained in the future.  The  pro
  forma  consolidated  financial  statements  should  be  read   in
  conjunction  with the financial statements and notes  of  Parkway
  included in its annual report on Form 1O-KSB for the period ended
  December 31, 1995.
  
  
             PARKWAY PROPERTIES, INC. AND SUBSIDIARIES
                PRO FORMA CONSOLIDATED BALANCE SHEET
                         SEPTEMBER 30, 1996
                             (Unaudited)
  
                                  Parkway    Pro Forma     Parkway
                                 Historical  Adjustments  Pro Forma
                                 ----------  -----------  ---------
                                            (In thousands)
   Assets
   Real estate related investments
     Office buildings.............$129,507    $ 37,523    $167,030
     Accumulated depreciation.....  (8,671)          -      (8,671)
                                  --------    --------    --------
                                   120,836      37,523     158,359
     Real estate held for sale
       Land.......................   8,206           -       8,206
       Operating properties.......   3,928           -       3,928
     Mortgage loans...............   6,173      (5,784)        389
     Real estate securities.......     507           -         507
     Real estate partnerships and
       corporate joint venture....     312           -         312
                                  --------    --------    --------
                                   139,962      31,739     171,701
   Interest and rents receivable
     and other assets.............   3,865       (227)       3,638
   Cash and cash equivalents......     134       (134)           -
                                  --------    --------    --------
                                  $143,961    $ 31,378    $175,339
                                  ========    ========    ========
  Liabilities
   Notes payable to banks.........$  6,836    $ 22,438    $ 29,274
   Mortgage notes payable without
     recourse.....................  53,452       9,850      63,302
   Mortgage notes payable on wrap
     mortgages....................   4,470      (4,470)          -
   Accounts payable and other
     liabilities..................   5,999           -       5,999
                                  --------    --------    --------
                                    70,757      27,818      98,575
                                  --------    --------    --------
   Shareholders' Equity
   Preferred stock, $.001 par
     value, 576,000 shares
     authorized, 576,000 shares
     issued in 1996...............       1                       1
   Common stock, $.001 par value,
     69,424,000 shares authorized,
     3,636,421 shares issued......       3           -           3
   Additional paid-in capital.....  51,924           -      51,924
   Retained earnings..............  21,061       3,560      24,621
                                  --------    --------    --------
                                    72,989       3,560      76,549
  
  Unrealized gain on securities..     215           -         215
                                  --------    --------    --------
                                    73,204       3,560      76,764
                                  --------    --------    --------
                                  $143,961    $ 31,378    $175,339
                                  ========    ========    ========
  
              PARKWAY PROPERTIES, INC. AND SUBSIDIARIES
             PRO FORMA CONSOLIDATED STATEMENT OF INCOME
                FOR THE TWELVE MONTHS ENDED 12/31/95
                             (Unaudited)
  
                                    Parkway    Pro Forma  Parkway
                                   Historical Adjustments Pro Forma
                                   ---------- ----------- ---------
                              (In  thousands,  except  per  share data)
  
  Revenues
  Income from real estate
    properties.......................$ 8,941    $25,140 (a)$34,081
  Interest on mortgage loans.........  1,421     (1,265)(e)    156
  Management company income..........  1,041          -      1,041
  Equity in earnings
    Real estate companies............    135          -        135
    Real estate partnerships and
      corporate joint venture........    116          -        116
  Interest on investments............    167          -        167
  Dividend income....................    601          -        601
  Deferred gains and other income....    345          -        345
  Gain on real estate
    and mortgage loans...............  6,552          -      6,552
  Gain on securities.................  4,314          -      4,314
                                     -------    -------    -------
                                      23,633     23,875     47,508
                                     -------    -------    -------
  Expenses
  Real estate owned
    Operating expense................  4,876     12,000 (a) 16,876
    Interest expense.................  2,230      3,457 (c)  5,687
    Depreciation and amortization....  1,331      2,855 (a)  4,186
    Minority interest................   (100)         -       (100)
  Interest expense
    Notes payable to banks...........    156      2,360 (e)  2,516
    Notes payable on wrap mortgages..    135       (135)         -
  Management company expenses........    804          -        804
  Other expenses.....................  2,299          -      2,299
                                     -------    -------    -------
                                      11,731     20,537     32,268
                                     -------    -------    -------
  Income before taxes................ 11,902      3,338     15,240
  Income tax provision...............     82          - (8)     82
                                     -------    -------    -------
  Net income.........................$11,820    $ 3,338    $15,158
                                     =======    =======    =======
  Net income per share...............$  4.24               $  3.86
                                     =======               =======
  Weighted average shares
    outstanding......................  2,787                 3,927
                                     =======               =======
  
              PARKWAY PROPERTIES, INC. AND SUBSIDIARIES
             PRO FORMA CONSOLIDATED STATEMENT OF INCOME
                 FOR THE NINE MONTHS ENDED 9/30/96
                             (Unaudited)
  
                                    Parkway    Pro Forma   Parkway
                                   Historical Adjustments Pro Forma
                                   ---------- ----------- ---------
                               (In  thousands,  except  per  share data)
  
  Revenues
  Income from real estate
    properties...................... $13,559   $11,725 (b) $25,284
  Management company income.........     537         -         537
  Interest on mortgage loans........   1,435    (1,384)(f)      51
  Equity in earnings:
    Real estate partnerships and
      corporate joint venture.......     121         -         121
  Gain on securities................     304         -         304
  Interest on investments...........     471         -         471
  Deferred gains and other income...      91         -          91
  Dividend income...................     118         -         118
  Gain on real estate and mortgage
    loans...........................   5,863         -       5,863
                                     -------   -------     -------
                                      22,499    10,341      32,840
                                     -------   -------     -------
  Expenses
  Real estate owned:
    Operating expense...............   6,570     5,376 (b)  11,946
    Interest expense................   2,390     1,452 (d)   3,842
    Depreciation and amortization...   1,591     1,457 (b)   3,048
    Minority interest...............     (12)        -         (12)
  Interest expense:
    Notes payable to banks..........      95     1,770 (f)   1,865
    Notes payable on wrap mortgages.     340      (340)          -
  Management company expenses.......     483         -         483
  Other expenses....................   2,198         -       2,198
                                     -------   -------     -------
                                      13,655     9,715      23,370
                                     -------   -------     -------
  Income before taxes...............   8,844       626       9,470
  Income tax provision..............      23         - (8)      23
                                     -------   -------     -------
  Net income........................ $ 8,821   $   626     $ 9,447
                                     =======   =======     =======
  Net income per share.............. $  2.54               $  2.27
                                     =======               =======
  Weighted average shares
    outstanding                        3,474                 4,169
                                     =======               =======
  
                      PARKWAY PROPERTIES, INC.
                                  
        Notes to Pro Forma Consolidated Financial Statements
                             (Unaudited)
  
  
  1.   On  September  30, 1996, Parkway Carolina, Inc.,  a  wholly-
       owned  subsidiary of Parkway Properties, Inc. ("Parkway"  or
       the  "Company"),  purchased the BB&T  Financial  Center  for
       $24,500,000 from an unrelated party.  This building consists
       of  approximately 239,000 net rentable square feet.  No  pro
       forma  adjustments  were needed to the Consolidated  Balance
       Sheet  as  of  September 30, 1996 due to the September  30th
       purchase date.
  
  2.   On   October 31, 1996, Parkway Houston, Inc., a wholly-owned
       subsidiary   of   Parkway  Properties,   Inc.   ("Parkway"),
       purchased the Tensor Building in Houston, Texas from a major
       property   company.    The  Tensor  Building   consists   of
       approximately  92,000 square feet of rentable  square  feet.
       The  purchase  price of $2,820,000 was funded with  existing
       cash reserves.
  
  3.   On December 24, 1996, Parkway Properties, Inc. ("Parkway" or
       the  "Company") sold the Virginia Beach mortgage loan to  an
       unrelated  party for $9,700,000 in cash.  A portion  of  the
       proceeds  from  the sale were used to repay  the  underlying
       first mortgages on the buildings totaling $4,415,000.
  
  4.   On January 7, 1997, Parkway Properties LP purchased Forum II
       &   III  for  $16,425,000  from  an  unrelated  party.   The
       buildings  consist  of  approximately 173,000  net  rentable
       square  feet.   The purchase was funded with  existing  cash
       reserves  and borrowings of $7,440,000 on a line  of  credit
       with  Deposit  Guaranty National Bank, Jackson, Mississippi,
       at a rate equal to 8.0062%.
  
  5.   On March 18, 1997, Parkway Properties LP purchased Charlotte
       Park  Executive Center for $16,071,000.  The 30 acre master-
       planned  office  park  consists  of  three  buildings   with
       approximately 187,207 square feet of net rentable area.  The
       Company  also purchased 17.64 acres of development  land  in
       the  office park for $1,721,000.  The purchases were  funded
       with existing cash reserves.
                                  
  6.   The  pro forma adjustments to the Consolidated Balance Sheet
       as  of  September  30,  1996 include the  January  28,  1997
       purchase of Ashford II for $2,207,000.
                                  
  7.   The pro forma adjustments to the Consolidated Statements  of
       Income for the twelve months ended December 31, 1995 and the
       nine  months ended September 30, 1996 set forth the  effects
       of Parkway's purchases of the following buildings as if they
       had been consummated on January 1, 1995.
  
               BUILDING                      DATE OF PURCHASE
               
               Charlotte Park Executive Center   3/18/97
               Ashford II                        1/28/97
               Forum II & III                    1/07/97
               Tensor                           10/31/96
               BB&T Financial Center             9/30/96
               Falls Pointe                     8/09/96
               Roswell North                     8/09/96
               Cherokee                          7/09/96
               Courthouse                        7/09/96
               400 Northbelt                     4/15/96
               Woodbranch                        4/15/96
               One Park 10 Plaza                 3/07/96
               Waterstone                       12/18/95
               IBM Building                     10/02/95
               MTEL Centre'                      7/31/95
  
       In  addition  to the purchases listed above, the adjustments
       on the pro forma consolidated statements of income set forth
       the  effect of the May 31, 1996 sale of 157 mortgage  loans,
       the  December  24, 1996 sale of the Virginia Beach  mortgage
       loan  and  the  placement of non-recourse mortgage  debt  on
       recently acquired properties as if the transactions occurred
       January  1,  1995. These pro forma adjustments are  detailed
       below  by property for the twelve months ended December  31,
       1995 and nine months ended September 30, 1996.
  
       The   effect  on  income  and  expenses  from  real   estate
       properties due to the above purchases are as follows:
  
       (a) For the twelve months ended December 31, 1995:
  
                           Revenue              Expenses
                         -----------   ---------------------------
                         Income From         Real Estate Owned
                         Real Estate    Operating     Depreciation
                         Properties      Expense        Expense
                         -----------   ------------   ------------
       MTEL Centre'      $ 2,420,000    $ 1,442,000    $   177,000
       IBM Building          959,000        449,000        102,000
       Waterstone          1,183,000        499,000        181,000
       One Park 10 Plaza   1,731,000      1,006,000        151,000
       400 North Belt
         & Woodbranch      3,470,000      1,970,000        313,000
       Cherokee &
         Courthouse
         Road Bldgs.       1,848,000        841,000        249,000
       Falls Pointe &
         Roswell North     2,270,000        929,000        315,000
       BB&T Financial
         Center            3,999,000      1,378,000        551,000
       Tensor              1,001,000        618,000         63,000
       Forum II & III      2,858,000      1,289,000        370,000
       Charlotte Ex.Park   2,732,000      1,172,000        333,000
       Ashford II            669,000        407,000         50,000
                         -----------    -----------    -----------
                         $25,140,000    $12,000,000    $ 2,855,000
                         ===========    ===========    ===========
  
  
  
       (b) For the nine months ended September 30, 1996:
  
                           Revenue              Expenses
                         -----------   ---------------------------
                         Income From         Real Estate Owned
                         Real Estate    Operating     Depreciation
                         Properties      Expense        Expense
                         -----------   ------------   ------------
       One Park 10      $    299,000   $    160,000    $    25,000
       400 North Belt
        & Woodbranch       1,036,000        551,000         92,000
       Cherokee &
         Courthouse
         Road Bldgs.         917,000        480,000        124,000
       Falls Pointe &
         Roswell North     1,161,000        439,000        191,000
       BB&T Financial
         Center            3,072,000      1,055,000        413,000
       Tensor                729,000        477,000         48,000
       Forum II & III      2,062,000        998,000        277,000
       Charlotte Park      1,962,000        885,000        250,000
       Ashford II            487,000        331,000         37,000
                         -----------    -----------    -----------
                         $11,725,000    $ 5,376,000    $ 1,457,000
                         ===========    ===========    ===========
  
       Depreciation  is provided by the straight-line  method  over
       the estimated useful lives of the buildings (40 years).
  
       Pro forma interest expense on real estate owned reflects the
       non-recourse  debt  placed on the buildings  at  the  actual
       amounts  and rates by property as if placed January 1,  1995
       is as follows:
  
       Property/Placement               Twelve Months  Nine Months
           Date/Rate           Debt      12/31/95 (c)  9/30/96 (d)
       ------------------  -----------  -------------  -----------
       MTEL Centre
         12/95 7.75%       $11,000,000   $   595,000   $        -
  
       IBM Building
         2/96 7.78%          4,800,000       370,000       41,000
  
       Waterstone
         6/96 8.00%          5,620,000       450,000      185,000
  
       One Park 10
         7/96 8.35%          4,700,000       392,000      196,000
  
       400 North Belt &
         Woodbranch
         7/96 8.25%         10,000,000       825,000      412,000
  
       Falls Pointe &
         Roswell North
         12/96 8.375%        9,850,000       825,000      618,000
  
                                          ----------   ----------
                                          $3,457,000   $1,452,000
                                          ==========   ==========
  
  
       The  January  1, 1995 pro forma effect of the  sale  of  157
       mortgage  loans  on May 31, 1996 and the December  24,  1996
       sale of the Virginia Beach mortgage loan is as follows:
  
                                       Twelve Months    Nine Months
                                        12/31/95 (e)    9/30/96 (f)
                                       -------------    -----------
       Interest Income:
            Mortgage loans             $(1,265,000)    $(1,384,000)
  
  
       The pro forma effect of the purchases of BB&T, Tensor, Forum
       II  & III, Charlotte Park Executive Center and Ashford II on
       interest  expense on notes payable to banks for  the  twelve
       months  ended  December 31, 1995 and the nine  months  ended
       September   30,   1996   is   $2,360,000   and   $1,770,000,
       respectively.
  
       The  pro  forma  effect of the sale of  the  Virginia  Beach
       mortgage loan on interest expense on notes payable  on  wrap
       mortgages for the twelve months ended December 31, 1995  and
       the  nine  months ended September 30, 1996 is a decrease  of
       $135,000 and $340,000, respectively.
  
  8.   No  additional income tax expenses were provided because  of
       the Company's net operating loss carryover.
  
  9.   All  per  share  information for  the  twelve  months  ended
       December  31, 1995 has been restated to reflect a  3  for  2
       common  stock split effected as a dividend of one share  for
       every  two shares outstanding on April 30, 1996 as  well  as
       the  June 14, 1996 private placement of 1,140,000 shares  as
       if both transactions had occurred January 1, 1995.
                                  
                                  
                                  
                              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: March 28, 1997
  
                                          PARKWAY PROPERTIES, INC.
  
  
  
                                     BY:  /s/Sarah P. Clark
                                          Sarah P. Clark
                                          Vice President,
                                          Chief Financial Officer
                                          Treasurer and Secretary
metadata_documents: [{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 28318}]
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": "97567677"}, "business-address": {"street1": "300 ONE JACKSON PL", "street2": "188 E CAPITOL ST STE 300", "city": "JACKSON", "state": "MS", "zip": "39225-2728", "phone": "6019484091"}, "mail-address": {"street1": "P O BOX 22728", "street2": "P O BOX 22728", "city": "JACKSON", "state": "MS", "zip": "39201"}, "former-company": {"former-conformed-name": "PARKWAY CO", "date-changed": "19951018"}}
text: UNITED STATES
                                  
                 SECURITIES AND EXCHANGE COMMISSION
                                  
                        WASHINGTON, DC  20549
                                  
                 ----------------------------------
                                  
                              FORM 8-K
                                  
                                  
                           CURRENT REPORT
                                  
                                  
                   Pursuant to Section 13 or 15(d)
                               of the
                   Securities Exchange Act of 1934
                                  
  
  Date of Report (Date of earliest event reported):  March 18, 1997
                                                     ---------------
  
                      PARKWAY PROPERTIES, INC.
  ------------------------------------------------------------------
       (Exact name of Registrant as specified in its charter)
  
  Maryland                    1-11533                   74-2123597
  ------------------------------------------------------------------
  (State or other     (Commission File Number)        (IRS Employer
  jurisdiction of                                    Identification
  incorporation)                                         Number)
  
     300 One Jackson Place, 188 E. Capitol St., Jackson, MS 39201
  ------------------------------------------------------------------
  (Address of principal executive offices)               (Zip Code)
  
  Registrant's telephone number, including area code (601) 948-4091
                                                     ---------------
  
  ------------------------------------------------------------------
   (Former name or former address, if changed since last report)
                                  
                              FORM 8-K
                                  
                      PARKWAY PROPERTIES, INC.
                                  
  
  Item 2.   Acquisition or Disposition of Assets.
  
                  On  March  18,  1997, Parkway  Properties  LP,  a
            limited  partnership in which Parkway Properties,  Inc.
            is  a 99% limited partner and a wholly-owned subsidiary
            is  a  1%  general  partner, purchased  Charlotte  Park
            Executive   Center   in  Charlotte,   North   Carolina.
            Charlotte  Park Executive Center is a 30  acre  master-
            planned   office  park  consisting  of   three   office
            buildings   built   in  1982,  1984   and   1986   with
            approximately 187,207 square feet of net rentable area.
            It   is   located   in  the  I-77/Southwest   corridor,
            Charlotte's largest office submarket.  The Company also
            purchased 17.64 acres of development land in the office
            park for $1,721,000.  The three buildings are currently
            92%  leased with Premier Health Systems (59%  of  total
            net  rentable square feet) and BellSouth (23% of  total
            net  rentable  square feet) as the  principal  tenants.
            The  purchase  price  of $16,071,000  was  funded  with
            existing cash reserves.
  
  Item 7.   Financial Statements and Exhibits.
  
            (a)  Financial Statements
  
            The  audited combined financial statement of  Charlotte
            Park  Executive  Center  for the  twelve  months  ended
            December 31, 1995 is incorporated by reference  to  the
            Registrant's  Form 8-K dated January 7, 1997  filed  on
            January  10, 1997.  Also incorporated is the  unaudited
            combined   financial  statement   of   Charlotte   Park
            Executive  Center for the nine months  ended  September
            30, 1996.
  
            (b)  Pro Forma Consolidated Financial Statements
  
            The   following   unaudited  Pro   Forma   Consolidated
            Financial Statements are attached hereto.
                                  
                                  
                      PARKWAY PROPERTIES, INC.
                                                               Page
                                                               ----
  Pro Forma Consolidated Financial Statements (Unaudited)         4
  Pro Forma Consolidated Balance Sheet (Unaudited) -
       As of September 30, 1996                                   6
  Pro Forma Consolidated Statement of Income (Unaudited) -
       For the Twelve Months Ended December 31, 1995              8
  Pro Forma Consolidated Statement of Income (Unaudited) -
       For the Nine Months Ended September 30, 1996               9
  Notes to Pro Forma Consolidated Financial
       Statements (Unaudited)                                    10
  
            (c)  Exhibits
  
            (10)  The  Purchase and Sale Agreement among  Charlotte
            Park   Limited   Partnership,  CEP  Investors   Limited
            Partnership  and Parkway Carolina, Inc. dated  November
            4,   1996   is   incorporated  by  reference   to   the
            Registrant's  Form 8-K dated January 7, 1997  filed  on
            January   10,   1997.   Parkway   agrees   to   furnish
            supplementally   to   the   Securities   and   Exchange
            Commission on request a copy of any omitted schedule or
            exhibit to this agreement.
  
                      PARKWAY PROPERTIES, INC.
                                  
             Pro Forma Consolidated Financial Statements
                             (Unaudited)
  
  The  following unaudited pro forma consolidated balance sheet  as
  of  September  30, 1996 and pro forma consolidated statements  of
  income  of  Parkway Properties, Inc. ("Parkway") for  the  twelve
  months  ended  December 31, 1995 and nine months ended  September
  30,  1996 give effect to the September 30, 1996 purchase  of  the
  BB&T  Financial  Center ,the October 31,  1996  purchase  of  the
  Tensor Building, the January 7, 1997 purchase of Forum II &  III,
  the  January 28, 1997 purchase of Ashford II and the
  March 18, 1997 purchase of Charlotte Park Executive Center as well
  as  the December 24, 1996 sale of the Virginia Beach mortgage loan.
  The pro forma consolidated financial statements have been prepared by
  management  of  Parkway  based  upon  the  historical   financial
  statements of Parkway and the adjustments and assumptions in  the
  accompanying  notes  to  the  pro  forma  consolidated  financial
  statements.
  
  The pro forma consolidated balance sheet sets forth the effect of
  Parkway's  purchases  of the Tensor Building,  Forum  II  &  III,
  Charlotte Park Executive Center and Ashford II and the effect  of
  the  sale  of  the mortgage loan.  No pro forma adjustments  were
  needed  for  the  purchase of the BB&T Financial Center  due  its
  September 30th purchase date.
  
  The  pro  forma consolidated statements of income set  forth  the
  effects of Parkway's purchases of the following buildings  as  if
  they had been consummated on January 1, 1995.
  
            BUILDING                      DATE OF PURCHASE
            
            Charlotte Park Executive Center    3/18/97
            Ashford II                         1/28/97
            Forum II & III                     1/07/97
            Tensor                            10/31/96
            BB&T Financial Center              9/30/96
            Falls Pointe                       8/09/96
            Roswell North                      8/09/96
            Cherokee                           7/09/96
            Courthouse                         7/09/96
            400 Northbelt                      4/15/96
            Woodbranch                         4/15/96
            One Park 10 Plaza                  3/07/96
            Waterstone                        12/18/95
            IBM Building                      10/02/95
            MTEL Centre'                       7/31/95
  
      In addition to the purchases listed above, the pro forma
  consolidated statements of income set forth the effect of the May
  31, 1996 sale of 157 mortgage loans, the placement of non-recourse
  mortgage  debt on recently acquired properties and  the  December
  24,  1996  sale  of the Virginia Beach mortgage loan  as  if  the
  transactions occurred January 1, 1995.
  
  These  pro  forma consolidated financial statements  may  not  be
  indicative  of the results that actually would have  occurred  if
  the  purchase, sale and/or financings had been in effect  on  the
  dates indicated or which may be obtained in the future.  The  pro
  forma  consolidated  financial  statements  should  be  read   in
  conjunction  with the financial statements and notes  of  Parkway
  included in its annual report on Form 1O-KSB for the period ended
  December 31, 1995.
  
             PARKWAY PROPERTIES, INC. AND SUBSIDIARIES
                PRO FORMA CONSOLIDATED BALANCE SHEET
                         SEPTEMBER 30, 1996
                             (Unaudited)
  
                                  Parkway    Pro Forma     Parkway
                                 Historical  Adjustments  Pro Forma
                                 ----------  -----------  ---------
                                            (In thousands)
   Assets
   Real estate related investments
     Office buildings.............$129,507    $ 37,523    $167,030
     Accumulated depreciation.....  (8,671)          -      (8,671)
                                  --------    --------    --------
                                   120,836      37,523     158,359
     Real estate held for sale
       Land.......................   8,206           -       8,206
       Operating properties.......   3,928           -       3,928
     Mortgage loans...............   6,173      (5,784)        389
     Real estate securities.......     507           -         507
     Real estate partnerships and
       corporate joint venture....     312           -         312
                                  --------    --------    --------
                                   139,962      31,739     171,701
   Interest and rents receivable
     and other assets.............   3,865       (227)       3,638
   Cash and cash equivalents......     134       (134)           -
                                  --------    --------    --------
                                  $143,961    $ 31,378    $175,339
                                  ========    ========    ========
  Liabilities
   Notes payable to banks.........$  6,836    $ 22,438    $ 29,274
   Mortgage notes payable without
     recourse.....................  53,452       9,850      63,302
   Mortgage notes payable on wrap
     mortgages....................   4,470      (4,470)          -
   Accounts payable and other
     liabilities..................   5,999           -       5,999
                                  --------    --------    --------
                                    70,757      27,818      98,575
                                  --------    --------    --------
   Shareholders' Equity
   Preferred stock, $.001 par
     value, 576,000 shares
     authorized, 576,000 shares
     issued in 1996...............       1                       1
   Common stock, $.001 par value,
     69,424,000 shares authorized,
     3,636,421 shares issued......       3           -           3
   Additional paid-in capital.....  51,924           -      51,924
   Retained earnings..............  21,061       3,560      24,621
                                  --------    --------    --------
                                    72,989       3,560      76,549
  
  Unrealized gain on securities..     215           -         215
                                  --------    --------    --------
                                    73,204       3,560      76,764
                                  --------    --------    --------
                                  $143,961    $ 31,378    $175,339
                                  ========    ========    ========
  
              PARKWAY PROPERTIES, INC. AND SUBSIDIARIES
             PRO FORMA CONSOLIDATED STATEMENT OF INCOME
                FOR THE TWELVE MONTHS ENDED 12/31/95
                             (Unaudited)
  
                                    Parkway    Pro Forma  Parkway
                                   Historical Adjustments Pro Forma
                                   ---------- ----------- ---------
                              (In  thousands,  except  per  share data)
  
  Revenues
  Income from real estate
    properties.......................$ 8,941    $25,140 (a)$34,081
  Interest on mortgage loans.........  1,421     (1,265)(e)    156
  Management company income..........  1,041          -      1,041
  Equity in earnings
    Real estate companies............    135          -        135
    Real estate partnerships and
      corporate joint venture........    116          -        116
  Interest on investments............    167          -        167
  Dividend income....................    601          -        601
  Deferred gains and other income....    345          -        345
  Gain on real estate
    and mortgage loans...............  6,552          -      6,552
  Gain on securities.................  4,314          -      4,314
                                     -------    -------    -------
                                      23,633     23,875     47,508
                                     -------    -------    -------
  Expenses
  Real estate owned
    Operating expense................  4,876     12,000 (a) 16,876
    Interest expense.................  2,230      3,457 (c)  5,687
    Depreciation and amortization....  1,331      2,855 (a)  4,186
    Minority interest................   (100)         -       (100)
  Interest expense
    Notes payable to banks...........    156      2,360 (e)  2,516
    Notes payable on wrap mortgages..    135       (135)         -
  Management company expenses........    804          -        804
  Other expenses.....................  2,299          -      2,299
                                     -------    -------    -------
                                      11,731     20,537     32,268
                                     -------    -------    -------
  Income before taxes................ 11,902      3,338     15,240
  Income tax provision...............     82          - (8)     82
                                     -------    -------    -------
  Net income.........................$11,820    $ 3,338    $15,158
                                     =======    =======    =======
  Net income per share...............$  4.24               $  3.86
                                     =======               =======
  Weighted average shares
    outstanding......................  2,787                 3,927
                                     =======               =======
  
              PARKWAY PROPERTIES, INC. AND SUBSIDIARIES
             PRO FORMA CONSOLIDATED STATEMENT OF INCOME
                 FOR THE NINE MONTHS ENDED 9/30/96
                             (Unaudited)
  
                                    Parkway    Pro Forma   Parkway
                                   Historical Adjustments Pro Forma
                                   ---------- ----------- ---------
                               (In  thousands,  except  per  share data)
  
  Revenues
  Income from real estate
    properties...................... $13,559   $11,725 (b) $25,284
  Management company income.........     537         -         537
  Interest on mortgage loans........   1,435    (1,384)(f)      51
  Equity in earnings:
    Real estate partnerships and
      corporate joint venture.......     121         -         121
  Gain on securities................     304         -         304
  Interest on investments...........     471         -         471
  Deferred gains and other income...      91         -          91
  Dividend income...................     118         -         118
  Gain on real estate and mortgage
    loans...........................   5,863         -       5,863
                                     -------   -------     -------
                                      22,499    10,341      32,840
                                     -------   -------     -------
  Expenses
  Real estate owned:
    Operating expense...............   6,570     5,376 (b)  11,946
    Interest expense................   2,390     1,452 (d)   3,842
    Depreciation and amortization...   1,591     1,457 (b)   3,048
    Minority interest...............     (12)        -         (12)
  Interest expense:
    Notes payable to banks..........      95     1,770 (f)   1,865
    Notes payable on wrap mortgages.     340      (340)          -
  Management company expenses.......     483         -         483
  Other expenses....................   2,198         -       2,198
                                     -------   -------     -------
                                      13,655     9,715      23,370
                                     -------   -------     -------
  Income before taxes...............   8,844       626       9,470
  Income tax provision..............      23         - (8)      23
                                     -------   -------     -------
  Net income........................ $ 8,821   $   626     $ 9,447
                                     =======   =======     =======
  Net income per share.............. $  2.54               $  2.27
                                     =======               =======
  Weighted average shares
    outstanding                        3,474                 4,169
                                     =======               =======
  
                      PARKWAY PROPERTIES, INC.
                                  
        Notes to Pro Forma Consolidated Financial Statements
                             (Unaudited)
  
  1.   On  September  30, 1996, Parkway Carolina, Inc.,  a  wholly-
       owned  subsidiary of Parkway Properties, Inc. ("Parkway"  or
       the  "Company"),  purchased the BB&T  Financial  Center  for
       $24,500,000 from an unrelated party.  This building consists
       of  approximately 239,000 net rentable square feet.  No  pro
       forma  adjustments  were needed to the Consolidated  Balance
       Sheet  as  of  September 30, 1996 due to the September  30th
       purchase date.
  
  2.   On   October 31, 1996, Parkway Houston, Inc., a wholly-owned
       subsidiary   of   Parkway  Properties,   Inc.   ("Parkway"),
       purchased the Tensor Building in Houston, Texas from a major
       property   company.    The  Tensor  Building   consists   of
       approximately  92,000 square feet of rentable  square  feet.
       The  purchase  price of $2,820,000 was funded with  existing
       cash reserves.
  
  3.   On December 24, 1996, Parkway Properties, Inc. ("Parkway" or
       the  "Company") sold the Virginia Beach mortgage loan to  an
       unrelated  party for $9,700,000 in cash.  A portion  of  the
       proceeds  from  the sale were used to repay  the  underlying
       first mortgages on the buildings totaling $4,415,000.
  
  4.   On January 7, 1997, Parkway Properties LP purchased Forum II
       &   III  for  $16,425,000  from  an  unrelated  party.   The
       buildings  consist  of  approximately 173,000  net  rentable
       square  feet.   The purchase was funded with  existing  cash
       reserves  and borrowings of $7,440,000 on a line  of  credit
       with  Deposit  Guaranty National Bank, Jackson, Mississippi,
       at a rate equal to 8.0062%.
  
  5.   On March 18, 1997, Parkway Properties LP purchased Charlotte
       Park  Executive Center for $16,071,000.  The 30 acre master-
       planned  office  park  consists  of  three  buildings   with
       approximately 187,207 square feet of net rentable area.  The
       Company  also purchased 17.64 acres of development  land  in
       the  office park for $1,721,000.  The purchases were  funded
       with existing cash reserves.
                                  
  6.   The  pro forma adjustments to the Consolidated Balance Sheet
       as  of  September  30,  1996 include the  January  28,  1997
       purchase of Ashford II for $2,207,000.
                                  
  7.   The pro forma adjustments to the Consolidated Statements  of
       Income for the twelve months ended December 31, 1995 and the
       nine  months ended September 30, 1996 set forth the  effects
       of Parkway's purchases of the following buildings as if they
       had been consummated on January 1, 1995.
  
               BUILDING                      DATE OF PURCHASE
               
               Charlotte Park Executive Center   3/18/97
               Ashford II                        1/28/97
               Forum II & III                    1/07/97
               Tensor                           10/31/96
               BB&T Financial Center             9/30/96
               Falls Pointe                     8/09/96
               Roswell North                     8/09/96
               Cherokee                          7/09/96
               Courthouse                        7/09/96
               400 Northbelt                     4/15/96
               Woodbranch                        4/15/96
               One Park 10 Plaza                 3/07/96
               Waterstone                       12/18/95
               IBM Building                     10/02/95
               MTEL Centre'                      7/31/95
  
       In  addition  to the purchases listed above, the adjustments
       on the pro forma consolidated statements of income set forth
       the  effect of the May 31, 1996 sale of 157 mortgage  loans,
       the  December  24, 1996 sale of the Virginia Beach  mortgage
       loan  and  the  placement of non-recourse mortgage  debt  on
       recently acquired properties as if the transactions occurred
       January  1,  1995. These pro forma adjustments are  detailed
       below  by property for the twelve months ended December  31,
       1995 and nine months ended September 30, 1996.
  
       The   effect  on  income  and  expenses  from  real   estate
       properties due to the above purchases are as follows:
  
       (a) For the twelve months ended December 31, 1995:
  
                           Revenue              Expenses
                         -----------   ---------------------------
                         Income From         Real Estate Owned
                         Real Estate    Operating     Depreciation
                         Properties      Expense        Expense
                         -----------   ------------   ------------
       MTEL Centre'      $ 2,420,000    $ 1,442,000    $   177,000
       IBM Building          959,000        449,000        102,000
       Waterstone          1,183,000        499,000        181,000
       One Park 10 Plaza   1,731,000      1,006,000        151,000
       400 North Belt
         & Woodbranch      3,470,000      1,970,000        313,000
       Cherokee &
         Courthouse
         Road Bldgs.       1,848,000        841,000        249,000
       Falls Pointe &
         Roswell North     2,270,000        929,000        315,000
       BB&T Financial
         Center            3,999,000      1,378,000        551,000
       Tensor              1,001,000        618,000         63,000
       Forum II & III      2,858,000      1,289,000        370,000
       Charlotte Ex.Park   2,732,000      1,172,000        333,000
       Ashford II            669,000        407,000         50,000
                         -----------    -----------    -----------
                         $25,140,000    $12,000,000    $ 2,855,000
                         ===========    ===========    ===========
  
       (b) For the nine months ended September 30, 1996:
  
                           Revenue              Expenses
                         -----------   ---------------------------
                         Income From         Real Estate Owned
                         Real Estate    Operating     Depreciation
                         Properties      Expense        Expense
                         -----------   ------------   ------------
       One Park 10      $    299,000   $    160,000    $    25,000
       400 North Belt
        & Woodbranch       1,036,000        551,000         92,000
       Cherokee &
         Courthouse
         Road Bldgs.         917,000        480,000        124,000
       Falls Pointe &
         Roswell North     1,161,000        439,000        191,000
       BB&T Financial
         Center            3,072,000      1,055,000        413,000
       Tensor                729,000        477,000         48,000
       Forum II & III      2,062,000        998,000        277,000
       Charlotte Park      1,962,000        885,000        250,000
       Ashford II            487,000        331,000         37,000
                         -----------    -----------    -----------
                         $11,725,000    $ 5,376,000    $ 1,457,000
                         ===========    ===========    ===========
  
       Depreciation  is provided by the straight-line  method  over
       the estimated useful lives of the buildings (40 years).
  
       Pro forma interest expense on real estate owned reflects the
       non-recourse  debt  placed on the buildings  at  the  actual
       amounts  and rates by property as if placed January 1,  1995
       is as follows:
  
       Property/Placement               Twelve Months  Nine Months
           Date/Rate           Debt      12/31/95 (c)  9/30/96 (d)
       ------------------  -----------  -------------  -----------
       MTEL Centre
         12/95 7.75%       $11,000,000   $   595,000   $        -
  
       IBM Building
         2/96 7.78%          4,800,000       370,000       41,000
  
       Waterstone
         6/96 8.00%          5,620,000       450,000      185,000
  
       One Park 10
         7/96 8.35%          4,700,000       392,000      196,000
  
       400 North Belt &
         Woodbranch
         7/96 8.25%         10,000,000       825,000      412,000
  
       Falls Pointe &
         Roswell North
         12/96 8.375%        9,850,000       825,000      618,000
  
                                          ----------   ----------
                                          $3,457,000   $1,452,000
                                          ==========   ==========
  
       The  January  1, 1995 pro forma effect of the  sale  of  157
       mortgage  loans  on May 31, 1996 and the December  24,  1996
       sale of the Virginia Beach mortgage loan is as follows:
  
                                       Twelve Months    Nine Months
                                        12/31/95 (e)    9/30/96 (f)
                                       -------------    -----------
       Interest Income:
            Mortgage loans             $(1,265,000)    $(1,384,000)
  
       The pro forma effect of the purchases of BB&T, Tensor, Forum
       II  & III, Charlotte Park Executive Center and Ashford II on
       interest  expense on notes payable to banks for  the  twelve
       months  ended  December 31, 1995 and the nine  months  ended
       September   30,   1996   is   $2,360,000   and   $1,770,000,
       respectively.
  
       The  pro  forma  effect of the sale of  the  Virginia  Beach
       mortgage loan on interest expense on notes payable  on  wrap
       mortgages for the twelve months ended December 31, 1995  and
       the  nine  months ended September 30, 1996 is a decrease  of
       $135,000 and $340,000, respectively.
  
  8.   No  additional income tax expenses were provided because  of
       the Company's net operating loss carryover.
  
  9.   All  per  share  information for  the  twelve  months  ended
       December  31, 1995 has been restated to reflect a  3  for  2
       common  stock split effected as a dividend of one share  for
       every  two shares outstanding on April 30, 1996 as  well  as
       the  June 14, 1996 private placement of 1,140,000 shares  as
       if both transactions had occurred January 1, 1995.
                                  
                                  
                                  
                              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: March 28, 1997
  
                                          PARKWAY PROPERTIES, INC.
  
                                     BY:  /s/Sarah P. Clark
                                          Sarah P. Clark
                                          Vice President,
                                          Chief Financial Officer
                                          Treasurer and Secretary