content: SECURITIES AND EXCHANGE COMMISSION
                                  
                        WASHINGTON, DC  20549
                                  
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                              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):  Sept. 30, 1996
                                                    ---------------
  
  
                      PARKWAY PROPERTIES, INC.
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       (Exact name of Registrant as specified in its charter)
  
  
  
  Maryland                    1-11533                   74-2123597
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  (State or other     (Commission File Number)        (IRS Employer
  jurisdiction of                                    Identification
  incorporation)                                         Number)
  
  
  300 One Jackson Place, 188 E. Capitol St., Jackson, MS  39201
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  (Address of principal executive offices)               (Zip Code)
  
  
  Registrant's telephone number, including area code (601) 948-4091
                                                     --------------
  
  
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   (Former name or former address, if changed since last report)
  
  
                              FORM 8-K
                                  
                      PARKWAY PROPERTIES, INC.
  
  
  Item 2.   Acquisition or Disposition of Assets.
  
            On  September 30, 1996, Parkway Carolina, Inc. a wholly-
  owned   subsidiary   of  Parkway  Properties,  Inc.   ("Parkway")
  purchased  the  BB&T  Financial Center  in  Winston-Salem,  North
  Carolina  from  a  major insurance company.  The  BB&T  Financial
  Center  is  a 19-story Class A office building with approximately
  239,000  square  feet of rentable area situated  in  a  one-block
  landscaped  park  in  the central business district  of  Winston-
  Salem.  The building is currently 100% leased to thirteen tenants
  with  two  tenants occupying approximately 74%  of  the  building
  under  leases  expiring  in June 2005  and  December  2007.   The
  purchase  price  of  $24,500,000 was funded  with  existing  cash
  reserves and borrowings of $6,836,000  on  a  line of credit with
  Deposit  Guaranty  National  Bank  at  a rate equal to the 90-day
  LIBOR rate plus 2.35%, currently 7.85%.
  
  Item 7.   Financial Statements and Exhibits.
  
            (a)  Financial Statements
  
                           It is impractical to provide the audited
                 financial statements of the BB&T Financial  Center
                 required  by  Item  7(a) of  Form  8-K,  but  such
                 financial  statements will be  filed  as  soon  as
                 practical  but  not later than 60 days  after  the
                 filing of this Form 8-K.
  
            (b)  Pro Forma Consolidated Financial Statements
  
                            The  pro  forma consolidated  financial
                 statements   will  be  filed  with   the   audited
                 financial statements of the BB&T Financial Center.
  
            (c)  Exhibits.
  
                                 (10)  Purchase and Sale  Agreement
                 among  AETNA  Life Insurance Company  and  Parkway
                 Properties, Inc. dated September 5, 1996.  Parkway
                 agrees to furnish supplementally to the Securities
                 and  Exchange Commission on request a copy of  any
                 omitted schedule or exhibit to this agreement.
  
  
                              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:       October 15, 1996
  
                                          PARKWAY PROPERTIES, INC.
  
  
  
                                     BY:  /s/Sarah P. Clark
                                          Sarah    P.     Clark
                                          Vice President,
                                          Chief Financial Officer,
                                          Treasurer and Secretary
  
  
                     PURCHASE AND SALE AGREEMENT
  
  
  
                               SELLER:
  
  
                    AETNA LIFE INSURANCE COMPANY
                 c/o Asset Management & Sales, IG40
                        242 Trumbull Street
                    Hartford, Connecticut 06156
  
  
                             PURCHASER:
  
  
                      PARKWAY PROPERTIES, INC.
                         300 Jackson Place
                      188 East Capitol Street
                  Jackson, Mississippi 39201-2195
  
  
  
                             PROPERTY:
  
  
                           ONE TRIAD PARK
                       200 West Second Street
                   Winston-Salem, North Carolina
  
  
  
                         September 5, 1996
  
  
  
                                 INDEX
  Section                                                     Page
  
  1.   The Property                                              1
       1.1    Description                                        1
       1.2    "As-Is" Purchase                                   2
       1.3    Agreement to Convey                                3
  
  2.   Price and Payment                                         3
       2.1    Purchase Price                                     3
       2.2    Payment                                            3
       2.3    Closing                                            3
  
  3.   Inspections and Approvals                                 3
       3.1    Inspections                                        3
       3.2    Title and Survey                                   4
       3.4    Purchaser's Right to Terminate                     5
       3.5    Confidentiality                                    5
  
  4.   Prior to Closing                                          6
       4.1    Insurance                                          6
       4.2    Operation                                          6
       4.3    New Contracts                                      6
       4.4    New Leases                                         6
       4.5    Additional Audits                                  6
  
  5.   Representations and Warranties
       5.1    By Seller                                          7
       5.2    By Purchaser                                       7
       5.3    Mutual                                             8
  
  6.   Costs and Prorations                                      8
       6.1    Purchaser's Costs                                  8
       6.2    Seller's Costs                                     9
       6.3    Prorations                                         9
       6.4    Taxes                                              9
       6.5    In General                                        10
       6.6    Purpose and Intent                                10
  
  7.   Damage, Destruction or Condemnation                      10
       7.1    Material Event                                    10
       7.2    Immaterial Event                                  10
       7.3    Termination and Return of Deposit                 10
  
  Section Page
  
  8.   Notices                                                  11
  
  9.   Closing and Escrow                                       12
       9.1    Escrow Instructions                               12
       9.2    Seller's Deliveries.                              12
       9.3    Purchaser's Deliveries                            14
       9.4    Possession                                        14
       9.5    Insurance                                         14
       9.6    Utility Service and Deposits.                     14
       9.7    Notice Letters                                    14
       9.8    Post-Closing Collections.                         14
  
  10.  Default; Failure of Condition                            15
       10.1   Purchaser Default.                                15
       10.2   Seller Default                                    15
  
  11.  Miscellaneous                                            16
       11.1   Entire Agreement                                  16
       11.2   Severability                                      16
       11.3   Applicable Law                                    16
       11.4   Assignability                                     16
       11.5   Successors Bound                                  16
       11.6   Breach                                            16
       11.7   No Public Disclosure                              16
       11.8   Captions                                          17
       11.9   Attorney's Fees                                   17
       11.10  No Partnership                                    17
       11.11  Time of Essence                                   17
       11.12  Counterparts                                      17
       11.13  Recordation                                       17
       11.14  Proper Execution                                  17
       11.15  Tax Protest                                       17
       11.16  Seller Committee Approval                         18
       11.17  Purchaser's Board Approval                        18
       11.18  Best Knowledge; Received Written Notice           18
       11.19  Survival and Limitation of Representations
              and Warranties                                    18
       11.20  Time to Execute and Deliver                       18
  
  
                          LIST OF EXHIBITS
  
  
  Exhibit 1.1.1      Legal Description
  Exhibit 1.1.3      Description of Personal Property
  Exhibit 1.1.6      Schedule of Leases and Security Deposits
  Exhibit 3.2        Title Commitment
  Exhibit 3.3        Schedule of Contracts
  Exhibit 4.4        Existing Leases for Which Purchaser is
                     Responsible for Build-Out Costs and
                     Commissions
  Exhibit 9.2.1      Form of Special Warranty Deed
  Exhibit 9.2.2      Form of Bill of Sale
  Exhibit 9.2.3      Form of Assignment and Assumption of Leases
  Exhibit 9.2.4      Form of Assignment and Assumption of
                     Contracts
  Exhibit 9.2.5      Form of Property Name Assignment
  Exhibit 9.2.6      Form of Assignment of Warranties and
                     Guarantees
  Exhibit 9.2.8      Form of FIRPTA Affidavit
  Exhibit 9.2.9      Form of Corporate Authorization
  Exhibit 9.2.10     Form of Incumbency Affidavit
  Exhibit 9.2.13     Form of Seller's Affidavit
  Exhibit 9.2.15a    Form of Tenant Estoppel
  Exhibit 9.2.15b    Form of Womble, Carlyle, Sandridge & Rice
                     Tenant Estoppel
  Exhibit 9.3        Form of ERISA Certificate
  Exhibit 9.7(i)     Form of Notice to Contractor
  Exhibit 9.7(ii)    Form of Notice to Utility Company
  Exhibit 9.7(iii)   Form of Notice to Tenants
  
  
                             Term Sheet
  
  
  PURCHASER:              PARKWAY PROPERTIES, INC.
  
  NOTICE ADDRESS:         300 One Jackson Place
                          188 East Capitol Street
                          Jackson, Mississippi 39201-2195
  
  ATTENTION:              Mr. David R. Fowler
                          Phone No.: (601) 948-4091
                          Fax No.: (601) 949-4077
  
  SELLER:                 AETNA LIFE INSURANCE COMPANY
  
  NOTICE ADDRESS:         c/o Asset Management & Sales, IG40
                          242 Trumbull Street
                          Hartford, Connecticut  06156
  
  ATTENTION:              Mr. William C. Eller
                          Phone No.: (860) 275-3234
                          Fax No.: (860) 275-4751
  
  PROPERTY:               ONE TRIAD PARK
                          200 West Second Street
                          Winston-Salem, North Carolina
  
  PURCHASE PRICE:         $25,500,000.00
  
  INTERIM DATE:           September 18, 1996
  
  APPROVAL DATE:          September 25, 1996
  
  DATE OF CLOSING:        On or before September 30, 1996
  
  
                    PURCHASE AND SALE AGREEMENT
  
  
       THIS PURCHASE AND SALE AGREEMENT ("Agreement"), dated as  of
  the 5th day of September 1996 ("Date of this Agreement"), is made
  by  and  between  AETNA  LIFE INSURANCE  COMPANY,  a  Connecticut
  corporation ("Seller"), with an office at c/o Asset Management  &
  Sales,  IG40,  242 Trumbull Street, Hartford, Connecticut   06156
  and    PARKWAY   PROPERTIES,   INC.,   a   Maryland   corporation
  ("Purchaser"), with an office at 300 One Jackson Place, 188  East
  Capitol Street, Jackson, Mississippi  39201-2195.
  
                             RECITALS:
  
       Seller  desires  to  sell  certain  improved  real  property
  commonly  known  as  One Triad Park located at  200  West  Second
  Street, Winston-Salem, North Carolina, along with certain related
  personal  and  intangible  property,  and  Purchaser  desires  to
  purchase such real, personal and intangible property.
  
       NOW,  THEREFORE, in consideration of the foregoing,  of  the
  covenants,  promises and undertakings set forth herein,  and  for
  good  and valuable consideration, the receipt and sufficiency  of
  which  are  hereby  acknowledged, Seller and Purchaser  agree  as
  follows:
  
  
  1.       The Property.
  
      1.1      Description.  Subject to the terms and conditions of
  this  Agreement,  and  for the consideration  herein  set  forth,
  Seller  agrees  to  sell and transfer, and  Purchaser  agrees  to
  purchase  and acquire, all of Seller's right, title, and interest
  in and to the following (collectively, "Property"):
  
           1.1.1           Certain land ("Land") located in Winston-Salem,
  Forsyth  County, North Carolina, and more specifically  described
  in Exhibit 1.1.1 attached hereto;
  
           1.1.2           The buildings, parking areas, improvements, and
  fixtures now situated on the Land (the "Improvements");
  
           1.1.3           All furniture, personal property, machinery,
  apparatus, and equipment currently used in the operation,  repair
  and maintenance of the Land and Improvements and situated thereon
  (collectively, the "Personal Property"), generally  described  on
  Exhibit  1.1.3  attached  hereto.  The Personal  Property  to  be
  conveyed is subject to depletions, replacements and additions  in
  the ordinary course of Seller's business;
  
           1.1.4           All easements, hereditaments, and appurtenances
  belonging  to or inuring to the benefit of Seller and  pertaining
  to the Land, if any;
  
           1.1.5           Any street or road abutting the Land to the
  center lines thereof;
  
           1.1.6           The leases or occupancy agreements, including
  those  in  effect  on  the  Date  of  this  Agreement  which  are
  identified  on the Schedule of Leases attached hereto as  Exhibit
  1.1.6,  and any new leases entered into pursuant to Section  4.4,
  which  as of the Closing (as hereinafter defined) affect  all  or
  any  portion  of  the  Land or Improvements ("Leases"),  and  any
  security  deposits actually held by Seller with  respect  to  any
  such Leases;
  
           1.1.7           Subject to Section 3.3, all contracts and
  agreements relating to the operation or maintenance of the  Land,
  Improvements  or  Personal Property the  terms  of  which  extend
  beyond midnight of the day preceding the Date of Closing;
  
           1.1.8           The name "One Triad Park";
  
           1.1.9           Assignable warranties and guaranties issued in
  connection with the Improvements or Personal Property; and
  
           1.1.10          All transferable consents, authorizations,
  variances  or waivers, licenses, permits and approvals  from  any
  governmental  or  quasi-governmental agency,  department,  board,
  commission, bureau or other entity or instrumentality  solely  in
  respect of the Land or Improvements (collectively, "Approvals").
  
      1.2      "As-Is" Purchase.  The Property is being sold in an "AS
  IS"  condition  and  "WITH ALL FAULTS" as of  the  Date  of  this
  Agreement and of Closing.  Except as expressly set forth in  this
  Agreement, no representations or warranties have been made or are
  made and no responsibility has been or is assumed by Seller or by
  any  partner,  officer,  person, firm,  agent  or  representative
  acting  or  purporting  to act on behalf  of  Seller  as  to  the
  condition  or  repair of the Property or the  value,  expense  of
  operation, or income potential thereof or as to any other fact or
  condition  which  has  or  might  affect  the  Property  or   the
  condition,  repair,  value,  expense  of  operation   or   income
  potential  of the Property or any portion thereof.   The  parties
  agree  that  all  understandings and agreements  heretofore  made
  between  them  or their respective agents or representatives  are
  merged  in this Agreement and the Exhibits hereto annexed,  which
  alone fully and completely express their agreement, and that this
  Agreement has been entered into after full investigation, or with
  the   parties   satisfied  with  the  opportunity  afforded   for
  investigation,  neither  party  relying  upon  any  statement  or
  representation   by   the   other  unless   such   statement   or
  representation is specifically embodied in this Agreement or  the
  Exhibits  annexed  hereto.  Seller makes  no  representations  or
  warranties  as  to  whether  the Property  contains  asbestos  or
  harmful or toxic substances or pertaining to the extent, location
  or  nature  of  same.   Further, to the extent  that  Seller  has
  provided   to   Purchaser  information   from   any   inspection,
  engineering  or  environmental  reports  concerning  asbestos  or
  harmful  or toxic substances, Seller makes no representations  or
  warranties   with  respect  to  the  accuracy  or   completeness,
  methodology  of preparation or otherwise concerning the  contents
  of  such reports.  Purchaser acknowledges that Purchaser has sole
  responsibility to inspect fully the Property and investigate  all
  matters relevant thereto and Purchaser shall rely solely upon the
  results  of  Purchaser's  own inspections  or  other  information
  obtained  or  otherwise available to Purchaser, rather  than  any
  information that may have been provided by Seller to Purchaser.
  
       Purchaser  waives and releases Seller from  any  present  or
  future claims arising from or relating to the presence or alleged
  presence of asbestos or harmful or toxic substances in, on, under
  or  about the Property including, without limitation, any  claims
  under  or  on  account  of  (i)  the Comprehensive  Environmental
  Response, Compensation and Liability Act of 1980, as the same may
  have  been or may be amended from time to time, and similar state
  statutes,  and any regulations promulgated thereunder,  (ii)  any
  other federal, state or local law, ordinance, rule or regulation,
  now  or hereafter in effect, that deals with or otherwise in  any
  manner  relates to, environmental matters of any kind,  or  (iii)
  this  Agreement or the common law.  The terms and  provisions  of
  this paragraph shall survive Closing hereunder.
  
      1.3       Agreement to Convey.  Seller agrees to convey,  and
  Purchaser agrees to accept, title to the Land and Improvements by
  special  warranty  deed in the form attached  hereto  as  Exhibit
  9.2.1,  and  title  to the Personal Property, by  bill  of  sale,
  without  warranty  as  to  the title or  the  condition  of  such
  Personal Property.
  
  
  2.       Price and Payment.
  
      2.1      Purchase Price.  The purchase price for the Property
  ("Purchase  Price") is Twenty-Five Million Five Hundred  Thousand
  and No/100 Dollars ($25,500,000.00).
  
      2.2      Payment.  Payment of the Purchase Price is to be made in
  cash as follows:
  
            2.2.1    (a)   Purchaser has made an earnest money deposit
  of  ONE  HUNDRED  THOUSAND AND NO/100 DOLLARS ($100,000.00)  (the
  "Deposit")  prior to or contemporaneously with the  execution  of
  this Agreement.
  
                     (b)  The Deposit will be placed and held in escrow by
  Commonwealth  Land  Title  Insurance at 3350  Cumberland  Circle,
  Suite  1895,  Atlanta,  Georgia  30339 ("Title  Company")  in  an
  interest  bearing  account  at  a  mutually  acceptable   banking
  institution.   Any  interest  earned  by  the  Deposit  shall  be
  considered as part of the Deposit.  Except as otherwise  provided
  in  this  Agreement, the Deposit will be applied to the  Purchase
  Price at Closing.
  
            2.2.2          At Closing, Purchaser shall pay Seller the
  Purchase   Price,  inclusive  of  the  Deposit  and  subject   to
  adjustment  for  the prorations as provided  herein,  to  a  bank
  account  designated  by Seller via wire transfer  in  immediately
  available funds.
  
       2.3       Closing.  Payment of the Purchase Price and the closing
  hereunder  ("Closing")  will take place  pursuant  to  an  escrow
  closing  on  or before September 30, 1996 ("Date of Closing")  at
  the  offices of the Title Company at 10:00 local time, or at such
  other  time  and place as may be agreed upon in writing  by  both
  Seller and Purchaser.
  
  
  3.        Inspections and Approvals.
  
       3.1       Inspections.
  
            3.1.1          Seller agrees to allow Purchaser or Purchaser's
  agents  or  representatives reasonable  access  to  the  Property
  (during   business  hours)  for  purposes  of  any  non-intrusive
  physical  or environmental inspection of the Property and  review
  of  the Leases, expenses and other matters.  PURCHASER SHALL  NOT
  CONDUCT OR ALLOW ANY PHYSICALLY INTRUSIVE TESTING OF, ON OR UNDER
  THE PROPERTY WITHOUT FIRST OBTAINING SELLER'S WRITTEN CONSENT  AS
  TO THE TIMING AND SCOPE OF WORK TO BE PERFORMED AND, UPON REQUEST
  OF SELLER, ENTERING INTO AN ACCESS AGREEMENT A FORM ACCEPTABLE TO
  SELLER.   PURCHASER'S BREACH OF THE FOREGOING  PROHIBITION  SHALL
  ENTITLE  SELLER, AT ITS OPTION, IMMEDIATELY AND WITHOUT THE  CURE
  PERIOD  PROVIDED IN SECTION 11.6 HEREOF TO DECLARE THIS AGREEMENT
  TO BE TERMINATED AND TO RETAIN AS PROVIDED IN SECTION 10.1 HEREOF
  THE  DEPOSIT AS PAYMENT ON ACCOUNT FOR ANY AMOUNTS OWED BY REASON
  OF THE BREACH.
  
            3.1.2          Purchaser agrees that, in making any non-intrusive
  physical  or environmental inspections of the Property, Purchaser
  or  Purchaser's  agents  will carry not  less  than  One  Million
  Dollars  ($1,000,000) comprehensive general  liability  insurance
  with  contractual liability endorsement which insures Purchaser's
  Indemnity  Obligations (as hereinafter defined)  hereunder,  and,
  upon  request  of Seller, will provide Seller with a  certificate
  evidencing  such insurance, will not interfere with the  activity
  of  tenants or any persons occupying or providing service at  the
  Property,  will  not reveal to any third party  not  approved  by
  Seller  the results of its inspections, and will restore promptly
  any  physical damage caused by the inspections.  Purchaser  shall
  give  Seller reasonable prior notice of its intention to  conduct
  any  inspections,  and  Seller  reserves  the  right  to  have  a
  representative present.  Purchaser agrees (which agreement  shall
  survive  Closing  or  termination of this Agreement)  to  provide
  Seller with a copy of any inspection report upon Seller's written
  request.  Purchaser agrees (which agreement shall survive Closing
  or  termination of this Agreement) to indemnify, defend, and hold
  Seller  free  and harmless from any loss, injury, damage,  claim,
  lien,  cost  or  expense, including attorney's  fees  and  costs,
  arising  out of a breach of the foregoing agreements by Purchaser
  in  connection with the inspection of the Property, or  otherwise
  from  the  exercise by Purchaser or its agents or representatives
  of  the  right  of  access under this Section 3.1  (collectively,
  "Purchaser's Indemnity Obligations").  Any inspections  shall  be
  at Purchaser's expense.
  
            3.1.3          Except as set forth in Section 5.1.5 hereof,
  Seller  makes no representations or warranties as to  the  truth,
  accuracy  or  completeness  of  any  materials,  data  or   other
  information  supplied to Purchaser in connection with Purchaser's
  inspection  of  the  Property  (e.g.,  that  such  materials  are
  complete, accurate or the final version thereof, or that all such
  materials  are  in  Seller's possession).   It  is  the  parties'
  express  understanding  and agreement  that  such  materials  are
  provided  only  for  Purchaser's convenience in  making  its  own
  examination  and  determination prior to the  Approval  Date,  as
  hereinafter  defined,  as to whether it wishes  to  purchase  the
  Property,  and, in doing so, except for its reliance on  Seller's
  representations set forth in Section 5.1 hereof, Purchaser  shall
  rely  exclusively  on  its  own  independent  investigation   and
  evaluation  of  every  aspect of the  Property  and  not  on  any
  materials  supplied  by  Seller.   Except  for  its  reliance  on
  Seller's  representations  set  forth  in  Section  5.1   hereof,
  Purchaser  expressly disclaims any intent to  rely  on  any  such
  materials  provided  to  it  by Seller  in  connection  with  its
  inspection  and  agrees  that it shall rely  solely  on  its  own
  independently developed or verified information.
  
       3.2       Title and Survey.  Prior to or contemporaneously with
  execution of this Agreement, Seller has caused to be delivered to
  Purchaser a commitment for title insurance on the Land,  together
  with  copies  of all items shown as exceptions to title  therein,
  issued  by  the  Title Company and identified as  Commitment  No.
  F087133,  a  copy  of  which is attached hereto  as  Exhibit  3.2
  ("Title  Commitment"),  and a survey  of  the  Land  prepared  in
  accordance   with  the  most  recent  "Minimum  Standard   Detail
  Requirements  for  Land  Title Surveys" jointly  established  and
  adopted by ALTA and ACSM ("Survey").  Purchaser shall have  until
  September 18, 1996 ("Interim Date") to provide written notice  to
  Seller  of  any matters shown by the Title Commitment  or  Survey
  which  are  not  satisfactory to Purchaser, which notice  ("Title
  Notice") must specify what resolution with respect thereto  shall
  be  satisfactory to Purchaser.  The parties shall then have until
  the Approval Date specified in Section 3.4 to take such steps  as
  they  shall  mutually agree to satisfy Purchaser's  objection(s);
  provided,   however,  that  Seller  shall  have   no   obligation
  whatsoever  to expend or agree to expend any funds, to  undertake
  or  agree  to undertake any obligations or otherwise to  cure  or
  agree  to  cure any title or survey objections, and Seller  shall
  not  be  deemed  to  have any obligation to  cure  unless  Seller
  expressly undertakes such an obligation by a written notice to or
  written  agreement  with Purchaser given or entered  into  on  or
  prior  to  the  Approval Date and which recites  that  it  is  in
  response to a Title Notice.  Purchaser's sole right with  respect
  to any Title Commitment or Survey matter to which it objects in a
  Title  Notice given in a timely manner shall be to  elect  on  or
  before the Approval Date to terminate this Agreement pursuant  to
  Section  3.4  hereof.  All matters shown in the Title  Commitment
  and/or  Survey with respect to which Purchaser fails  to  give  a
  Title  Notice  on or before the last date for so doing,  or  with
  respect to which a timely Title Notice is given but Seller  fails
  to  undertake  an  express obligation to cure as provided  above,
  shall  be  deemed  to  be  approved by  Purchaser  as  "Permitted
  Encumbrances," subject, however, to Purchaser's termination right
  provided in Section 3.4 hereof.
  
  3.3
       3.3       Contracts.  At Closing, Purchaser shall assume the
  service  contract  with Otis Elevator Co.  with  respect  to  the
  Property.  On or before the Interim Date, Purchaser shall  notify
  Seller  in  writing if Purchaser elects not to assume at  Closing
  any  of the other service, maintenance, supply or other contracts
  relating to the operation of the Property which are identified on
  Exhibit 3.3 attached hereto.  If Purchaser does not exercise  its
  right to terminate this Agreement on or before the Approval Date,
  Seller  shall  give  notice of termination  of  such  disapproved
  contract(s) to the vendors under such contracts.
  
       3.4       Purchaser's Right to Terminate.  If, as a result of its
  various investigations, Purchaser determines that the Property is
  not  a suitable investment for its purposes, Purchaser shall have
  the  right by giving Seller written notice ("Termination Notice")
  on  or  before September 25, 1996 ("Approval Date") to  terminate
  its  obligation  to  purchase the Property.  If  the  Termination
  Notice  is  timely given, Seller shall direct the  Title  Company
  promptly  to  return the Deposit to Purchaser and  neither  party
  shall have any further liability hereunder except for Purchaser's
  Indemnity Obligations.
  
       3.5        Confidentiality.  Unless Seller specifically  and
  expressly otherwise agrees in writing, Purchaser agrees that  all
  information  regarding  the Property of  whatsoever  nature  made
  available  to  it by Seller or Seller's agents or representatives
  or   developed   by  Purchaser  ("Proprietary  Information")   is
  confidential  and  shall not be disclosed  to  any  other  person
  except  those  assisting  Purchaser  with  the  transaction,   or
  Purchaser's  lender, if any, and then only upon Purchaser  making
  such   person  aware  of  the  confidentiality  restriction   and
  procuring  such person's agreement to be bound thereby.   In  the
  event  the purchase and sale contemplated hereby fails  to  close
  for  any reason whatsoever, Purchaser agrees to return to Seller,
  or  cause  to  be returned to Seller all Proprietary Information.
  Further,  Purchaser agrees not to use or allow  to  be  used  any
  Proprietary  Information for any purpose other than to  determine
  whether to proceed with the contemplated purchase, or if same  is
  consummated,  in  connection with the operation of  the  Property
  post-Closing.  Notwithstanding any other term of this  Agreement,
  the  provisions of this Section 3.5 shall survive Closing or  the
  termination of this Agreement.
  
  
  4.         Prior  to Closing.  Until Closing, Seller or  Seller's
  agent shall:
  
       4.1       Insurance.  Keep the Property fully insured against
  fire  and  other hazards covered by extended coverage endorsement
  for the full replacement value of the Property including coverage
  for  the  commercial  standard for  loss  of  rental  income  and
  comprehensive  public  liability  insurance  against  claims  for
  bodily  injury,  death and property damage occurring  in,  on  or
  about the Property.
  
       4.2       Operation.  Operate and maintain the Property in a
  businesslike manner and substantially in accordance with Seller's
  past practices with respect to the Property, and make any and all
  repairs  and  replacements reasonably  required  to  deliver  the
  Property to Purchaser at Closing in its present condition, normal
  wear and tear excepted, provided that in the event of any loss or
  damage  to  the Property as described in Section 7, Seller  shall
  have  an  obligation to Purchaser to repair the Property only  if
  Seller  so elects and then shall be obligated only to the  extent
  specified in Section 7.
  
       4.3        New Contracts.  Enter into only those third party
  contracts which are necessary to carry out its obligations  under
  Section  4.2  and which shall be cancelable on thirty  (30)  days
  written notice without payment of a penalty or termination fee of
  any  kind by reason of such cancellation.  If Seller enters  into
  any  such  contract,  it  shall promptly provide  written  notice
  thereof to Purchaser and unless Purchaser, within seven (7)  days
  thereafter, notifies Seller in writing of its intention to assume
  such  contract, it shall be treated as a contract disapproved  by
  Purchaser under Section 3.3 hereof.
  
       4.4       New Leases.  Continue its present rental program and
  efforts  at the Property to rent vacant space, provided that  (i)
  after  the Approval Date, Seller will not execute any new  leases
  or  amend,  terminate  or accept the surrender  of  any  existing
  tenancies  or approve any subleases without the prior consent  of
  Purchaser,  which  consent  shall not be  unreasonably  withheld,
  except  that  Seller is authorized to accept the  termination  of
  leases at the end of their existing terms; and (ii) in the  event
  that  any  leases are identified on Exhibit 4.4 hereto,  or  that
  Seller  executes any new lease after the Date of this  Agreement,
  and  in  either  event  such lease requires the  construction  of
  tenant  fixtures  or improvements or the payment  of  leasing  or
  brokerage   commission(s)  at  the  expense  of   the   landlord,
  Purchaser,   by   electing   to   proceed   with   the   purchase
  notwithstanding its termination right pursuant to Section 3.4, or
  by  approving  such  lease if executed after the  Approval  Date,
  agrees  to  assume the obligation to pay, and/or  at  Closing  to
  reimburse  Seller  for  the paid portion of,  the  cost  of  such
  improvements and leasing or brokerage commission(s) and any other
  costs  associated  with such Lease unless  Seller  and  Purchaser
  expressly  agree in writing that Seller shall be responsible  for
  any such costs.
  
       4.5       Additional Audits.  Purchaser shall have, in addition
  to  any  inspection or audit rights contained elsewhere  in  this
  Agreement,  the right to conduct a full audit of  the  books  and
  records  of  Seller  relating  to the  operations  and  financial
  results of the Property, in such form and at such time, including
  up  to  270  days  after  Closing, as  Purchaser  may  reasonably
  determine is necessary to comply with applicable securities  laws
  requirements,  including, without limitation, Regulation   210.3-
  14  promulgated  under the Securities Exchange Act  of  1934,  as
  amended.   All  costs  incurred as  a  result  of  a  Purchaser's
  undertaking  such audit shall be borne exclusively by  Purchaser;
  however,  Seller  shall make available such  books,  records  and
  materials  as  may  be reasonably requested by Purchaser  or  its
  accountants  in  order  to conduct such audit.   All  such  audit
  activities shall be conducted at Seller's place of business in  a
  commercially reasonable fashion during normal business hours  and
  upon five (5) days prior written notice from Purchaser to Seller.
  
  
  5.        Representations and Warranties.
  
       5.1       By Seller.  Seller represents and warrants to Purchaser
  that:
  
            5.1.1          Seller is a corporation duly organized, validly
  existing  and  in good standing under the laws of  the  State  of
  Connecticut, is authorized to do business in the State  of  North
  Carolina,  has  duly authorized the execution and performance  of
  this  Agreement,  and  such execution and  performance  will  not
  violate any material term of its certificate of incorporation  or
  by-laws.
  
            5.1.2          Seller is acting as principal in this transaction
  with authority to close the transaction.
  
            5.1.3          No petition in bankruptcy (voluntary  or
  otherwise), assignment for the benefit of creditors, or  petition
  seeking  reorganization  or arrangement  or  other  action  under
  Federal   or   State  bankruptcy  laws  is  pending  against   or
  contemplated by Seller.
  
            5.1.4          To the best of Seller's knowledge, Seller is not a
  party  to  any currently effective or pending contract, agreement
  or  commitment  to  sell, convey, assign, transfer  or  otherwise
  dispose of all or any portion of the Property.
  
            5.1.5          To the best of Seller's knowledge, Seller has not
  intentionally  withheld from Purchaser any  material  information
  with respect to the Property.
  
            5.1.6          Seller is not a "foreign person" (as defined in
  the Internal Revenue Code and Income Tax Regulations).
  
       5.2       By Purchaser.  Purchaser represents and warrants to
  Seller that:
  
            5.2.1          Purchaser is a corporation duly organized, validly
  existing  and  in good standing under the laws of  the  State  of
  Maryland,  at  Closing will be authorized to do business  in  the
  State  of  North Carolina, has duly authorized the execution  and
  performance of this Agreement, and such execution and performance
  will  not  violate  any  material  term  of  its  certificate  of
  incorporation.
  
            5.2.2          Purchaser is acting as principal in this
  transaction with authority to close the transaction.
  
            5.2.3          No petition in bankruptcy (voluntary  or
  otherwise), assignment for the benefit of creditors, or  petition
  seeking  reorganization  or arrangement  or  other  action  under
  Federal   or   State  bankruptcy  laws  is  pending  against   or
  contemplated by Purchaser.
  
            5.2.4          By the Approval Date, Purchaser will have
  inspected  the Property fully and completely at its  expense  and
  will have ascertained to its satisfaction the extent to which the
  Property    complies    with   applicable    zoning,    building,
  environmental,  health and safety and all other laws,  codes  and
  regulations.
  
            5.2.5          By the Approval Date, Purchaser will have reviewed
  the Leases, contracts, expenses and other matters relating to the
  Property  and,  based  upon its own investigations,  inspections,
  tests  and studies, will have determined whether to purchase  the
  Property  and  to assume Seller's obligations arising  after  the
  Date  of  Closing under the Leases, contracts and otherwise  with
  respect to the Property.
  
            5.2.6          Unless otherwise disclosed to Seller in writing,
  neither  Purchaser nor any affiliate of or principal in Purchaser
  is  other than a citizen of, or partnership, corporation or other
  form  of  legal  person  domesticated in  the  United  States  of
  America.
  
            5.2.7          Purchaser will not use the assets of an employee
  benefit   plan  as  defined  in  Section  3(3)  of  the  Employee
  Retirement Income Security Act of 1974, as amended ("ERISA")  and
  covered  under Title I, Part 4 of ERISA or Section  4975  of  the
  Internal Revenue Code of 1986, as amended, in the performance  or
  discharge of its obligations hereunder, including the acquisition
  of  the  Property.   Purchaser  shall  not  assign  its  interest
  hereunder  to any person or entity which does not expressly  make
  this covenant and warranty for the benefit of Seller.
  
       5.3       Mutual.  Each of Seller and Purchaser represents to the
  other that it has had no dealings, negotiations, or consultations
  with   any  broker,  representative,  employee,  agent  or  other
  intermediary  except The Binswanger Companies (the  "Broker")  in
  connection  with this Agreement or the sale of the Property.   At
  Closing, Seller shall pay to Broker all fees and commissions that
  are  payable  to  Broker pursuant to Seller's separate  agreement
  with  Broker,  and  Purchaser shall not be  responsible  for  the
  payment  to Broker of any such fees and commissions.  Seller  and
  Purchaser  agree that each will indemnify, defend  and  hold  the
  other  free  and harmless from the claims of any other broker(s),
  representative(s),     employee(s),     agent(s)     or     other
  intermediary(ies)   claiming  to  have  represented   Seller   or
  Purchaser,   respectively,  or  otherwise  to  be   entitled   to
  compensation  in connection with this Agreement or in  connection
  with the sale of the Property.
  
  5.4
  
  6.        Costs and Prorations.
  
       6.1       Purchaser's Costs.  Purchaser will pay the following
  costs of closing this transaction:
  
            6.1.1          The fees and disbursements of its counsel,
  inspecting architect, engineer and other consultants, if any;
  
            6.1.2          Any escrow fees and/or escrow closing charges;
  
            6.1.3          The cost of the premium for an ALTA owner's title
  insurance   policy   without   extended   coverage   or   special
  endorsements, issued in connection with this transaction, whether
  pursuant to the Title Commitment or otherwise;
  
            6.1.4          The cost of any title insurance in excess of the
  cost(s)  of  an ALTA owner's policy without extended coverage  or
  special  endorsements, including any additional premium charge(s)
  for  endorsements and/or deletion(s) of exception items  and  any
  cancellation charge(s) imposed by any title company in the  event
  a  title  insurance policy is not issued, unless  caused  by  the
  default of Seller hereunder;
  
            6.1.5          All recording fees; and
  
            6.1.6          Any other expense(s) incurred by Purchaser or its
  representative(s)  in inspecting or evaluating  the  Property  or
  closing this transaction.
  
       6.2       Seller's Costs.
  
            Seller will pay:
  
            6.2.1          Transfer taxes;
  
            6.2.2          The cost of the title exam fee of the Property in
  connection with the Title Commitment;
  
            6.2.3          The cost of the Survey;
  
            6.2.4          The broker's fee to Broker to the extent any such
  fee  is  payable  pursuant  to Seller's separate  agreement  with
  Broker; and
  
            6.2.5          Legal fees incurred by Seller in closing this
  transaction.
  
       6.3       Prorations.  Rents and any other amounts payable by
  tenants and actually collected as of the Date of Closing shall be
  prorated  as  of the Date of Closing and be adjusted against  the
  Purchase  Price on the basis of a schedule (the "Rent  Schedule")
  which  shall  be  prepared by Seller and delivered  to  Purchaser
  pursuant  to Section 9.2.11.  The Rent Schedule shall  set  forth
  the  rent and other amounts paid and the rents and other  amounts
  due  but  not yet paid for the then current payment period  under
  each   of  the  Leases.   Personal  property  taxes,  installment
  payments  of  special  assessment  liens,  vault  charges,  sewer
  charges, utility charges and normally prorated operating expenses
  actually  paid  or  payable as of the Date of  Closing  shall  be
  prorated  as  of  the  Date of Closing and adjusted  against  the
  Purchase  Price, provided that within sixty (60) days  after  the
  Closing, Purchaser and Seller will make a further adjustment  for
  such  rents,  taxes  or charges which may have  accrued  or  been
  incurred prior to the Date of Closing, but not collected or  paid
  at  that  date.  In addition, within ninety (90) days  after  the
  close  of the fiscal year(s) used in calculating the pass-through
  to  tenants  of operating expenses under the Leases  (where  such
  fiscal  year(s)  include(s)  the Date  of  Closing),  Seller  and
  Purchaser shall, upon the request of either, re-prorate on a fair
  and  equitable  basis in order to adjust for the  effect  of  any
  credits  or payments due to or from tenants for periods prior  to
  the  Date of Closing.  All prorations shall be made on a 360  day
  calendar year basis, 30 days to the month.
  
       6.4        Taxes.   General real estate  taxes  and  special
  assessments relating to the Property payable during the  year  in
  which Closing occurs shall be prorated as of the Date of Closing.
  If  Closing  shall  occur  before the actual  taxes  and  special
  assessments payable during such year are known, the apportionment
  of  taxes  shall  be  upon the basis of taxes  for  the  Property
  payable during the immediately preceding year, provided that,  if
  the  taxes  and special assessments payable during  the  year  in
  which Closing occurs are thereafter determined to be more or less
  than  the  taxes  payable during the preceding  year  (after  any
  appeal  of  the assessed valuation thereof is concluded),  Seller
  and Purchaser promptly (but no later than the date that is thirty
  (30)  days  from and after the date that the final  invoices  for
  taxes  for  the  Property  are issued by  the  applicable  taxing
  authority(ies)  except  in the case of an  ongoing  tax  protest)
  shall  adjust the proration of such taxes and special assessments
  and  Seller  or Purchaser, as the case may be, shall pay  to  the
  other any amount required as a result of such adjustment and this
  covenant  shall not merge with the deed delivered  hereunder  but
  shall survive the Closing.
  
       6.5       In General.  Any other costs or charges of closing this
  transaction not specifically mentioned in this Agreement shall be
  paid  and  adjusted  in accordance with local custom  in  Forsyth
  County, North Carolina.
  
       6.6        Purpose and Intent.  Except as expressly provided
  herein, the purpose and intent as to the provisions of prorations
  and  apportionments set forth in this Section 6 and elsewhere  in
  this  Agreement  is  that  Seller  shall  bear  all  expenses  of
  ownership  and  operation of the Property and shall  receive  all
  income therefrom accruing through midnight at the end of the  day
  preceding the Closing and Purchaser shall bear all such  expenses
  and receive all such income accruing thereafter.
  
  
  7.        Damage, Destruction or Condemnation.
  
       7.1       Material Event.  If, prior to Closing, a portion of the
  net rentable area of the building(s) or of the parking spaces  on
  the Property having a replacement value of $500,000.00 or more or
  all  access  to the Property is rendered completely untenantable,
  or is destroyed or taken under power of eminent domain, Purchaser
  may elect to terminate this Agreement by giving written notice of
  its  election to Seller within fourteen (14) days after receiving
  notice of such destruction or taking.  If Purchaser does not give
  such  written  notice within such fourteen (14) day period,  this
  transaction shall be consummated on the date and at the  Purchase
  Price  provided  for  in  Section 2, and Seller  will  assign  to
  Purchaser  all proceeds of any insurance policy(ies)  payable  to
  Seller,  or Seller's portion of any condemnation award,  in  both
  cases, up to the amount of the Purchase Price, and, if an insured
  casualty, pay to Purchaser the amount of any deductible  but  not
  to exceed the amount of the loss.
  7.2
       7.2       Immaterial Event.  If, prior to Closing a portion of
  the net rentable area of the building(s) or of the parking spaces
  on   the  Property  having  a  replacement  value  of  less  than
  $500,000.00 is rendered completely untenantable or is  destroyed,
  or  is taken under power of eminent domain, Purchaser shall close
  this transaction on the Date of Closing and at the Purchase Price
  agreed upon in Section 2, and Seller will assign to Purchaser all
  proceeds of any insurance policies payable to Seller, or Seller's
  portion  of  any  condemnation award, in both cases,  up  to  the
  amount of the Purchase Price and, if an insured casualty, pay  to
  Purchaser  the  amount of any deductible but not  to  exceed  the
  amount of the loss.
  
       7.3       Termination and Return of Deposit.  If Purchaser elects
  to  terminate this Agreement pursuant to this Section 7,  and  if
  Purchaser is not, on the date of such election, in default  under
  this Agreement, Seller shall promptly direct the Title Company to
  return  the Deposit to Purchaser, and thereafter, neither  Seller
  nor  Purchaser  shall have any obligation or liability  hereunder
  (provided  that Purchaser's Indemnity Obligations  shall  survive
  without  limitation  as  to time), and Purchaser  shall  have  no
  interest in the Property.
  
  
  8.        Notices.
  
       Any notice required or permitted to be given hereunder shall
  be deemed to be given when hand delivered or one (1) business day
  after pickup by Emery Air Freight, Airborne, Federal Express,  or
  similar  overnight express service, in either case  addressed  to
  the parties at their respective addresses referenced below:
  
  If to Seller:       Aetna Life Insurance Company
                      c/o Asset Management & Sales, IG40
                      242 Trumbull Street
                      Hartford, Connecticut  06156
  
       Attention:     Mr. William C. Eller
                      Phone No.: (860) 275-3234
                      Fax No.: (860) 275-4751
  
  With a copy to:     Powell, Goldstein, Frazer & Murphy
                      191 Peachtree Street
                      16th Floor
                      Atlanta, Georgia 30303
  
       Attention:     Joann G. Jones, Esq.
                      Phone No.:  (404) 255-7549
                      Fax No.:  (404) 572-6999
  
  With a copy to:     Law & Regulatory Affairs
                      Aetna Life & Casualty
                      151 Farmington Avenue, RE4C
                      Hartford, Connecticut  06156-9646
  
       Attention:     Real Estate
                      Phone No.: (860) 273-1389
                      Fax No.: (860) 273-1548
  
  If to Purchaser:    Parkway Properties, Inc.
                      300 One Jackson Place
                      188 East Capitol Street
                      Jackson, Mississippi 39201-2195
  
       Attention:     Mr. David R. Fowler
                      Phone No.: (601) 948-4091
                      Fax No.: (601) 949-4077
  
  With a copy to:     Forman, Perry, Watkins & Krutz, PLLC
                      1200 One Jackson Place
                      188 East Capitol Street
                      Jackson, Mississippi  39225-2608
  
       Attention:     Steven M. Hendrix, Esq.
                      Phone No.: (601) 960-8603
                      Fax No.: (601) 960-8613
  
  or  in  each case to such other address as either party may  from
  time  to time designate by giving notice in writing to the  other
  party.   Telephone  and facsimile numbers are  for  informational
  purposes  only.  Effective notice will be deemed  given  only  as
  provided above.
  
  
  9.        Closing and Escrow.
  
       9.1       Escrow Instructions.  Upon execution of this Agreement,
  the  parties  shall  deliver  an  executed  counterpart  of  this
  Agreement  to  the Title Company to serve as the instructions  to
  the  Title Company as the escrow holder for consummation  of  the
  transaction contemplated herein.  Seller and Purchaser  agree  to
  execute such additional and supplementary escrow instructions  as
  may be appropriate to enable the Title Company to comply with the
  terms  of this Agreement, provided, however that in the event  of
  any  conflict  between the provisions of this Agreement  and  any
  supplementary escrow instructions, the terms of the supplementary
  escrow instructions shall prevail.
  
       9.2       Seller's Deliveries.  Seller shall deliver either at
  the   Closing  or  by  making  available  at  the  Property,   as
  appropriate, the following original documents, each executed and,
  if required, acknowledged:
  
            9.2.1          A special warranty deed to the Property, in the
  form attached hereto as Exhibit 9.2.1.
  
            9.2.2          A bill of sale in the form attached hereto as
  Exhibit 9.2.2 conveying the Personal Property.
  
            9.2.3          (i) The Leases described in Section 1.1.6 which
  are still in effect as of Closing and any new leases entered into
  pursuant  to Section 4.4;  (ii) a current listing of  any  tenant
  security  deposits and prepaid rents held by Seller with  respect
  to  the  Property; (iii) an assignment of such leases,  deposits,
  and  prepaid  rents  by  way  of  an  assignment  and  assumption
  agreement  in  the  form attached hereto as  Exhibit  9.2.3;  and
  (iv)  all files with respect to Leases and tenants thereunder  at
  the Property and all lease files with respect to the Property  in
  Seller's possession and located in Seller's Hartford, Connecticut
  offices.
  
            9.2.4          (i) Copies of all contracts relating to the
  Property which Purchaser has elected to assume or which  are  not
  terminable by Seller on or before the date of Closing;  and  (ii)
  an  assignment  of  such  contracts to Purchaser  by  way  of  an
  assignment and assumption agreement, in the form attached  hereto
  as Exhibit 9.2.4.
  
            9.2.5          If requested by Purchaser, an assignment to
  Purchaser of Seller's right, title and interest, if any,  in  the
  name  One  Triad  Park, in the form attached  hereto  as  Exhibit
  9.2.5.
  
            9.2.6          An assignment of all transferable warranties and
  guarantees  then  in  effect,  if  any,  with  respect   to   the
  improvements   located  on  the  Property  or  any   repairs   or
  renovations  to  such  improvements and Personal  Property  being
  conveyed  hereunder,  which assignment is in  the  form  attached
  hereto as Exhibit 9.2.6.
  
            9.2.7          All books and records at the Property held by or
  for  the  account of Seller, including without limitation,  plans
  and specifications and lease applications, as available.
  
            9.2.8          An affidavit pursuant to the Foreign Investment
  and  Real Property Tax Act in the form attached hereto as Exhibit
  9.2.8.
  
            9.2.9          A corporate authorization in the form attached
  hereto as Exhibit 9.2.9.
  
            9.2.10     An incumbency affidavit in the form attached hereto as
  Exhibit 9.2.10.
  
            9.2.11     The Rent Schedule prepared pursuant to Section 6.3
  hereof.
  
            9.2.12     A closing statement and acknowledgements setting forth
  all  prorations and credits and other matters handled outside  of
  Closing.
  
            9.2.13     A Seller's Affidavit in the form attached hereto as
  Exhibit 9.2.13 as well as any other documents reasonably required
  by the Title Company.
  
            9.2.14     A broker's receipt executed by the Broker.
  
            9.2.15     Tenant Estoppels (as hereinafter defined) in
  accordance with the following terms and conditions:  Seller shall
  use  commercially reasonable efforts to deliver to Purchaser  (i)
  at or prior to Closing tenant estoppel certificates acceptable to
  Purchaser ("Tenant Estoppels") from each of the tenants occupying
  space  at  the  Property as of the date hereof under  the  Leases
  except  for  the tenant, Womble, Carlyle, Sandridge &  Rice,  and
  (ii)  at  or  prior to the Approval Date a Tenant  Estoppel  from
  Womble,  Carlyle, Sandridge & Rice.  A Tenant Estoppel  shall  be
  deemed  acceptable to Purchaser if, with respect to  all  tenants
  other than Womble, Carlyle, Sandridge & Rice, the Tenant Estoppel
  is  substantially in the form attached hereto as Exhibit 9.2.15a,
  or  if  not  in  such  form,  if  the  Tenant  Estoppel  contains
  substantially  the  same  information as  set  forth  in  Exhibit
  9.2.15a.   With respect to the tenant, Womble, Carlyle, Sandridge
  &  Rice,  the  Tenant Estoppel from such tenant shall  be  deemed
  acceptable  to  Purchaser if the Tenant Estoppel is substantially
  in the form attached hereto as Exhibit 9.2.15b, or if not in such
  form,  if  the  Tenant Estoppel contains substantially  the  same
  information as set forth in Exhibit 9.2.15b.  Seller shall not be
  in  default  under  this  Agreement for  failing  to  deliver  to
  Purchaser  at  or prior to Closing or the Approval Date,  as  the
  case  may be, Tenant Estoppels from each of the tenants occupying
  space at the Property as of the date hereof under the Leases, but
  (i)  it  shall be a condition precedent to Purchaser's obligation
  to  purchase the Property at Closing that Purchaser receive at or
  prior  to Closing a Tenant Estoppel executed by Southern National
  Bank of North Carolina and (ii) with respect to Item (vii) of the
  form of Tenant Estoppel for Womble, Carlyle, Sandridge & Rice, it
  shall  be  in Purchaser's sole discretion whether to  accept  the
  Tenant  Estoppel  if  such Item is deleted or  modified  by  such
  tenant,  provided, however, that if Purchaser does not  terminate
  this Agreement on or before Approval Date pursuant to Section 3.4
  thereafter,  such Tenant Estoppel shall be deemed  acceptable  to
  Purchaser  and Purchaser shall have waived any and all  right  to
  object to such Tenant Estoppel, its form or content.
  
       9.3       Purchaser's Deliveries.  At the Closing, Purchaser
  shall  (i)  pay Seller the Purchase Price; and (ii)  execute  and
  deliver  the  agreements  referred  to  in  Sections  9.2.3(iii),
  9.2.4(ii) and 9.2.6 and the ERISA certificate attached hereto  as
  Exhibit 9.3.
  
       9.4       Possession.  Purchaser shall be entitled to possession
  of the Property upon conclusion of the Closing.
  
       9.5       Insurance.  Seller shall terminate its policies of
  insurance  as of noon on the Date of Closing and Purchaser  shall
  be responsible for obtaining its own insurance thereafter.
  
       9.6       Utility Service and Deposits.  Seller shall be entitled
  to  the  return of any deposit(s) posted by it with  any  utility
  company  and Purchaser shall notify each utility company  serving
  the Property to terminate Seller's account, effective at noon  on
  the Date of Closing.
  
       9.7       Notice Letters.  Subsequent to Closing, Seller shall
  provide  to  Purchaser  one  original  of  the  form  letters  to
  contractors  and  utility  companies  serving  the  Property  and
  tenants  at the Property in the forms attached hereto as Exhibits
  9.7(i), 9.7(ii), and 9.7(iii) respectively, advising them of  the
  sale of the Property to Purchaser and directing to Purchaser  all
  bills  for the services provided to the Property or rent, as  the
  case may be, on and after the Date of Closing.
  
       9.8        Post-Closing  Collections.  Purchaser  shall  use
  reasonable  efforts  during the six (6) month period  immediately
  following  the Date of Closing to collect and promptly  remit  to
  Seller  rents  or  other amounts payable by tenants  (except  for
  rents  payable  by  Rudolph Travel) during the  period  prior  to
  Closing.   Purchaser  shall apply such  rents  or  other  amounts
  received  first  to  Seller to satisfy  unpaid  rents  and  other
  amounts  due but not paid as of the Date of Closing for the  then
  current  (as  of  the Date of Closing) payment period  under  the
  Leases;  second to Purchaser to satisfy such tenants' obligations
  for the payment period during which collection occurred; third to
  Seller  to  satisfy  unpaid rents and other  amounts  which  were
  thirty  (30)  days or less in arrears as of the Date of  Closing;
  fourth to Seller to satisfy unpaid rents and other amounts  which
  were  more  than thirty (30) days in arrears as of  the  Date  of
  Closing;  and  fifth the balance to Purchaser  to  satisfy  other
  rental obligations of such tenants to Purchaser.  From and  after
  Closing,  Seller shall be entitled to take such steps,  including
  the  right  to  file  suit, as Seller in its  sole  and  absolute
  discretion  deems necessary or appropriate, to collect  any  sums
  due  and owing by tenants to Seller for periods prior to Closing,
  excepting  only  the  right to dispossess  any  tenant  still  in
  possession of its further right to occupy the premises demised to
  it  under  its  lease  or other occupancy  agreement.   Purchaser
  agrees, at no cost to Purchaser, to cooperate with Seller in  any
  manner reasonably requested by Seller in connection with any such
  collection  effort.   The provisions of this  Section  9.8  shall
  survive Closing.
  
  
  10.       Default; Failure of Condition.
  
       10.1      Purchaser Default.  If Purchaser shall become in breach
  of  or  default  under this Agreement and the breach  or  default
  continues  beyond  the  expiration of the cure  period,  if  any,
  provided in Section 11.6 hereof, the Deposit shall be retained by
  Seller  as liquidated damages, and both parties shall be relieved
  of  and released from any further liability hereunder except  for
  Purchaser's  Indemnity Obligations.  Seller and  Purchaser  agree
  that  the  Deposit is a fair and reasonable amount to be retained
  by  Seller as agreed and liquidated damages in light of  Seller's
  removal of the Property from the market and the costs incurred by
  Seller and shall not constitute a penalty or a forfeiture.
  
       10.2      Seller Default.  If Seller shall refuse or fail to
  convey the Property as herein provided for any reason other  than
  (i) a default by Purchaser and the expiration of the cure period,
  if any, provided under Section 11.6 hereof, (ii) the existence of
  a  Pending  Default  (as defined in and contemplated  by  Section
  11.6),  or  (iii)  any  other provision of this  Agreement  which
  permits  Seller to terminate this Agreement or otherwise relieves
  Seller of the obligation to convey the Property, Purchaser  shall
  elect  as  its  sole  remedy hereunder either  to  terminate  the
  Agreement  and  recover  the Deposit or to  enforce  specifically
  Seller's  obligations to convey the Property,  provided  that  no
  such  action in specific performance shall seek to require Seller
  to  take  any  action  in  addition  to  that  required  by  this
  Agreement.
  
       10.3      Failure of Condition.  If after the Approval Date but
  prior  to  Closing,  Seller discloses to Purchaser  or  Purchaser
  discovers  that (i) title to the Property is subject to  defects,
  limitations or encumbrances other than Permitted Encumbrances, or
  (ii)  any representation or warranty of Seller contained in  this
  Agreement is or, as of the Date of Closing, will be untrue,  then
  Purchaser  shall  promptly  give Seller  written  notice  of  its
  objection  thereto.  In such event, Seller may elect to  postpone
  the  Closing  for  thirty  (30) days and  attempt  to  cure  such
  objection.   The parties acknowledge and agree that Seller  shall
  have no obligation to cure any objection.  If Purchaser fails  to
  waive the objection within ten (10) days after notice from Seller
  that  Seller  will  not cure the objection, this  Agreement  will
  terminate  automatically  and Seller shall  promptly  direct  the
  Title  Company to return the Deposit to Purchaser, provided  that
  Purchaser  shall not be in default hereunder, and  neither  party
  shall  have  any  liability to the other except for  "Purchaser's
  Indemnity   Obligations"  and  Purchaser's  obligations   as   to
  confidentiality  set  forth  in  Section  3.6  hereof.   For  the
  purposes  of  this  Agreement, any title  defect,  limitation  or
  encumbrance  other than a Permitted Encumbrance shall  be  deemed
  cured  if  the Title Company or another title company  reasonably
  acceptable  to  Purchaser and authorized to do  business  in  the
  State of North Carolina will agree to issue an ALTA owner's title
  insurance  policy  to  Purchaser for the  Purchase  Price,  which
  policy  takes  no  exception  for  such  defect,  limitation   or
  encumbrance  and is issued for no additional premium  or  for  an
  additional  premium  if  Seller agrees  to  pay  such  additional
  premium upon Closing.
  
  
  11.       Miscellaneous.
  
       11.1      Entire Agreement.   This Agreement, together with the
  Exhibits  attached  hereto,  all of  which  are  incorporated  by
  reference,  is  the  entire agreement between  the  parties  with
  respect   to  the  subject  matter  hereof,  and  no  alteration,
  modification or interpretation hereof shall be binding unless  in
  writing and signed by both parties.
  
       11.2      Severability.  If any provision of this Agreement or
  application to any party or circumstances shall be determined  by
  any   court   of   competent  jurisdiction  to  be   invalid   or
  unenforceable to any extent, the remainder of this  Agreement  or
  the   application   of  such  provision   to   such   person   or
  circumstances, other than those as to which it is  so  determined
  invalid or unenforceable, shall not be affected thereby, and each
  provision  hereof  shall be valid and shall be  enforced  to  the
  fullest extent permitted by law.
  
       11.3      Applicable Law.  Exclusive of principles of conflicts
  of  laws,  this  Agreement  shall be construed  and  enforced  in
  accordance with the laws of the State of North Carolina.
  
       11.4      Assignability.  Purchaser may not assign this Agreement
  without  first  obtaining  Seller's  written  consent,  provided,
  however,  Purchaser shall have the right to assign this Agreement
  to a wholly-owned subsidiary of Parkway Properties, Inc., without
  the  consent of Seller.  Any assignment in contravention of  this
  provision  shall be void.  No assignment shall release  Purchaser
  herein  named  from  any  obligation  or  liability  under   this
  Agreement.  Any permitted assignee shall be deemed to  have  made
  any  and  all  representations and warranties made  by  Purchaser
  hereunder, as if the assignee were the original signatory hereto.
  
       11.5      Successors Bound.  This Agreement shall be binding upon
  and  inure  to  the  benefit of Purchaser and  Seller  and  their
  successors and permitted assigns.
  
       11.6      Breach.  Should either party be in breach of or default
  under  or otherwise fail to comply with any of the terms of  this
  Agreement,  except as otherwise provided in this  Agreement,  the
  complying  party shall have the option to cancel  this  Agreement
  upon  ten  (10)  days written notice to the other  party  of  the
  alleged  breach  and  failure by such other party  to  cure  such
  breach within such ten (10) day period.  The non-defaulting party
  shall  promptly  notify the defaulting party in  writing  of  any
  alleged  default upon obtaining knowledge thereof.  The  Date  of
  Closing  shall be extended to the extent necessary to afford  the
  defaulting  party the full ten-day period within  which  to  cure
  such default; provided, however, that the failure or refusal by a
  party  to  perform  on the scheduled Date of Closing  (except  in
  respect of a Pending Default by the other party) shall be  deemed
  to  be an immediate default without the necessity of notice;  and
  provided  further, that if the Date of Closing  shall  have  been
  once extended as a result of default by a party, such party shall
  be  not  be  entitled to any further notice or cure  rights  with
  respect  to  that  or any other default.  For  purposes  of  this
  Section  11.6, a "Pending Default" shall be a default  for  which
  (i)  written  notice was given by the non-defaulting  party,  and
  (ii)  the  cure  period  extends beyond  the  scheduled  Date  of
  Closing.
  
       11.7      No Public Disclosure.  Except as may be required by
  law,  Purchaser shall make no public disclosure of the  terms  of
  this  transaction  without the prior written consent  of  Seller,
  except  that Purchaser may discuss the transaction in  confidence
  with proposed joint venturers or prospective mortgagees.
  
       11.8      Captions.  The captions in this Agreement are inserted
  only  as a matter of convenience and for reference and in no  way
  define,  limit  or  describe the scope of this Agreement  or  the
  scope or content of any of its provisions.
  
       11.9       Attorney's Fees.  In the event of any  litigation
  arising  out  of  this Agreement, the prevailing party  shall  be
  entitled to reasonable attorney's fees and costs.
  
       11.10           No Partnership.  Nothing contained  in  this
  Agreement  shall  be construed to create a partnership  or  joint
  venture between the parties or their successors in interest.
  
       11.11          Time of Essence.  Time is of the essence of this
  Agreement.
  
       11.12          Counterparts.  This Agreement may be executed and
  delivered  in  any  number  of counterparts,  each  of  which  so
  executed and delivered shall be deemed to be an original and  all
  of which shall constitute one and the same instrument.
  
       11.13          Recordation.  Purchaser and Seller agree not to
  record this Agreement or any memorandum hereof.
  
       11.14          Proper Execution.  The submission by Seller to
  Purchaser  of this Agreement in unsigned form shall be deemed  to
  be  a submission solely for Purchaser's consideration and not for
  acceptance and execution.  Such submission shall have no  binding
  force  and effect, shall not constitute an option, and shall  not
  confer  any rights upon Purchaser or impose any obligations  upon
  Seller,  irrespective of any reliance thereon, change of position
  or  partial  performance.   The  submission  by  Seller  of  this
  Agreement for execution by Purchaser and the actual execution and
  delivery thereof by Purchaser to Seller shall similarly  have  no
  binding force and effect on Seller unless and until Seller  shall
  have  executed  this Agreement and the Deposit  shall  have  been
  received  by  the Title Company and a counterpart  thereof  shall
  have been delivered to Purchaser.
  
       11.15          Tax Protest.  If as a result of any tax protest or
  otherwise any refund or reduction of any real property  or  other
  tax  or assessment relating to the Property during the period for
  which,  under the terms of this Agreement, Seller is responsible,
  Seller shall be entitled to receive or retain such refund or  the
  benefit  of  such  reduction, less equitable  prorated  costs  of
  collection.
  
       11.16     Seller Committee Approval.  This Agreement is, and
  any  amendments hereto shall be, subject to approval by  Seller's
  Investment   Committee   and   the   Portfolio   Manager   having
  responsibility for the Property.  Seller shall provide  Purchaser
  with  written  notice  of  the  approval  or  rejection  of  this
  Agreement  by the Investment Committee and the Portfolio  Manager
  on  or  before  September 19, 1996.  For  purposes  hereof,  such
  notice may be given by facsimile transmission.  In the event that
  Seller provides Purchaser with written notice of the rejection of
  this  Agreement  by Seller's Investment Committee  and  Portfolio
  Manager, then (i) Seller shall reimburse Purchaser, after written
  request  by Purchaser therefor, for the third party out-of-pocket
  costs  incurred  by  Purchaser in inspecting  and  reviewing  the
  Property  and  in negotiating this Agreement, provided,  however,
  that  Purchaser  shall  provide Seller with  written,  verifiable
  evidence  supporting such costs, and the costs for  which  Seller
  shall  be  responsible  to Purchaser for reimbursement  hereunder
  shall   not   exceed   Fifteen  Thousand   and   No/100   Dollars
  ($15,000.00),  and (ii) the Title Company shall  be  directed  to
  refund  the  Deposit  to  Purchaser,  and  this  Agreement  shall
  terminate  and  be  of  no further force or effect,  except  with
  respect to obligations and liabilities that by the express  terms
  hereof survive any termination of this Agreement.
  
  Initial:       Seller __________        Purchaser __________
  
        11.17      Purchaser's Board Approval.  This Agreement  is,
  and  any  amendments  hereto shall be,  subject  to  approval  by
  Purchaser's  Board  of  Directors.  Purchaser  shall  obtain  the
  approval  or  disapproval  of  its Board  of  Directors  of  this
  Agreement on or before the Approval Date.
  
       11.18     Best Knowledge; Received Written Notice.  Whenever
  a  representation  or warranty is made in this Agreement  on  the
  basis  of the best of knowledge of Seller, or whether Seller  has
  received written notice, such representation and warranty is made
  with  the exclusion of any facts disclosed to or otherwise  known
  by  Purchaser, and is made solely on the basis of the actual,  as
  distinguished  from implied, imputed and constructive,  knowledge
  on the date that such representation or warranty is made, without
  inquiry  or investigation or duty thereof, of William  C.  Eller,
  the  officer  of Seller having responsibility for the  management
  and  sale  of  the Property without attribution to such  specific
  officer  of  facts  and  matters otherwise  within  the  personal
  knowledge of any other officers or employees of Seller  or  third
  parties,  including,  but not limited to,  tenants  and  property
  managers of the Property.
  
        11.19      Survival  and Limitation of Representations  and
  Warranties.   The  representations and warranties  set  forth  in
  Section 5.1 shall survive the Closing but written notification of
  any  claim arising therefrom, including claims of fraud, must  be
  received by Seller within one (1) year of the Date of Closing  or
  such  claim  shall  be forever barred and Seller  shall  have  no
  liability with respect thereto.  The aggregate liability  of  the
  Seller with respect to all claims hereunder shall not exceed  One
  Hundred   Fifty   Thousand  and  No/100  Dollars   ($150,000.00),
  provided,  however,  any  claim of  fraud  brought  by  Purchaser
  against  Seller  hereunder in which Purchaser  is  successful  in
  obtaining  judgment against Seller shall not  be  capped  by  the
  foregoing liability limitation.
  
       11.20     Time to Execute and Deliver.  This Agreement shall
  be  void  if  one fully executed copy is not received by  Seller,
  along with confirmation that the Deposit has been received by the
  Title  Company,  on or before 5:00 p.m. E.D.T.  on  September  6,
  1996.
  
        IN WITNESS WHEREOF, Purchaser and Seller have executed this
  Agreement on the date set forth below, effective as of  the  date
  set forth above.
  
                           SELLER:
  
                           AETNA LIFE INSURANCE COMPANY,
                           a Connecticut corporation
  
  Date: __________, 1996   By:
                           Printed name:
                           Its:
  
                           PURCHASER:
  
                           PARKWAY PROPERTIES, INC.,
                           a Maryland corporation
  
  Date: __________, 1996   By:
                           Printed name:
                           Its:
  
       An original, fully executed copy of this Agreement, together
  with the Deposit, have been received by the Title Company's agent
  this ___ day of ______________, 1996, and by execution hereof the
  Title Company's agent hereby covenants and agrees to be bound  by
  the terms of this Agreement.  The Title Company is authorized  to
  place  the  date of its execution of this Agreement on the  Title
  Page  and  on  Page  1  of this Agreement as  the  Date  of  this
  Agreement.
  
                           TITLE COMPANY:
  
                           COMMONWEALTH LAND TITLE INSURANCE COMPANY
  
                           By:
                           Printed name:
                           Its:
  
  
                           EXHIBIT 1.1.1
                         LEGAL DESCRIPTION
  
  
  ALL OF THAT PROPERTY BEING KNOWN AND DESIGNATED as Lot 1 as shown
  on  the Map of Triad Park as recorded in Plat Book 30, Page 40 in
  the  Office  of  the Register of Deeds of Forsyth  County,  North
  Carolina, reference to which is hereby made for a more particular
  description.  Also being a portion of Parcel 16 as shown  on  map
  of  Central Downtown Proj. No. N.C. R-55 as recorded in Plat Book
  28, Page 121, Forsyth County Registry.
  
  Together  with permanent and exclusive easement entitled  "Office
  Building Lobby Extension" and identified as Easement "C"  on  the
  Map  of  Triad Park recorded in Plat Book 30 at Page 40,  Forsyth
  County Registry.
  
  Together  with  the easements and parking rights granted  by  the
  City  of  Winston-Salem  to  Dudley Webb  &  Companies,  a  North
  Carolina   corporation  (the  "Developer")  in  the   Development
  Agreement dated February 12, 1985, as amended, which is  recorded
  in  Book  1624  at  Pages 2191 and 2295, in  the  Office  of  the
  Register  of  Deeds  of  Forsyth County,  North  Carolina,  which
  easements  and parking rights were assigned by the  Developer  to
  Webb/Winston-Salem  Ventures, 100 Limited  Partnership,  a  North
  Carolina  Limited Partnership, by instrument dated September  30,
  1987, and recorded in Book 1624 at Page 4003 in the Office of the
  Register of Deeds of Forsyth County, North Carolina.
  
  
                           EXHIBIT 1.1.3
                   INVENTORY OF PERSONAL PROPERTY
  
  
        The  items  set  forth  on the inventory  attached  hereto,
  together  with  any  and all other personal property,  machinery,
  apparatus,  and  equipment  owned by  Seller,  and  used  in  the
  operation,  repair and maintenance of the Land  and  Improvements
  and  located at One Triad Park, Winston-Salem, North Carolina  as
  of the Date of Closing.
  
  
                      [see attached inventory]
  
  
                           EXHIBIT 1.1.6
              SCHEDULE OF LEASES AND SECURITY DEPOSITS
  
  
                           [see attached]
  
                            EXHIBIT 3.2
                          TITLE COMMITMENT
  
  
                           [see attached]
  
  
                            EXHIBIT 3.3
                       SCHEDULE OF CONTRACTS
  
  
                           [see attached]
  
                            EXHIBIT 4.4
        EXISTING LEASES FOR WHICH PURCHASER IS RESPONSIBLE
                FOR BUILD-OUT COSTS AND COMMISSIONS
  
  
  Leasing Commissions
  
       None, outside of the Leases.
  
  Tenant Improvement Obligations
  
  Tenant:   Womble, Carlyle, Sandridge & Rice
  Amount:   $575,000.00
  Delivery
  Date:     July 1, 1997
  Allowance  is  to  be  provided  to  Lessee  by  Lessor  for  the
  refurbishment  of  the  existing tenant improvements  within  the
  Premises.
  
                           EXHIBIT 9.2.1
                       SPECIAL WARRANTY DEED
  
  STATE OF CONNECTICUT
  
  COUNTY OF HARTFORD
  
  
        AETNA  LIFE  INSURANCE  COMPANY, a Connecticut  corporation
  ("Grantor"), whose address is c/o Asset Management & Sales, IG40,
  242   Trumbull  Street,  Hartford,  Connecticut,   for   and   in
  consideration of the sum of Ten and No/100 Dollars ($10.00)  paid
  to Grantor and other good and valuable consideration, the receipt
  and sufficiency of which are hereby acknowledged, has, subject to
  the exceptions hereinafter set forth, GRANTED, SOLD, and CONVEYED
  and  does hereby GRANT, SELL, and CONVEY unto PARKWAY PROPERTIES,
  INC.,  a Maryland corporation ("Grantee"), whose address  is  300
  One Jackson Place, 188 East Capitol Street, Jackson, Mississippi,
  certain land located in Forsyth County, North Carolina, and being
  more  particularly  described in Exhibit A  attached  hereto  and
  incorporated  herein by reference, together with all improvements
  located   on   such  land  (such  land  and  improvements   being
  collectively referred to as the "Property").
  
        This conveyance is made and accepted subject to all matters
  set  out in Exhibit B attached hereto and incorporated herein  by
  reference.
  
        TO  HAVE AND TO HOLD the Property, together with all rights
  and  appurtenances pertaining thereto, including all of Grantor's
  right, title and interest in and to adjoining streets, alleys and
  rights-of-way, unto Grantee and Grantee's successors, heirs,  and
  assigns  forever;  and Grantor does hereby bind  itself  and  its
  successors  and heirs to warrant and forever defend the  Property
  unto  Grantee  and  Grantee's  successors,  heirs,  and  assigns,
  against every person whomsoever lawfully claiming or to claim the
  same  or any part thereof by, through, or under Grantor, but  not
  otherwise.
  
       Notwithstanding any provision to the contrary, Grantor makes
  no  warranties of any nature or kind, whether statutory,  express
  or  implied,  with  respect  to the  physical  condition  of  the
  Property (including, without limitation, any and all improvements
  located thereon and/or comprising a part thereof), and Grantee by
  its acceptance of this Deed accepts the physical condition of the
  property "AS IS, WITH ALL FAULTS."
  
       Executed as of this _______ day of __________, 1996.
  
                                AETNA LIFE INSURANCE COMPANY,
                                a Connecticut corporation
  
  
                                By:
                                Printed name:
                                Its:
  
  
  [CORPORATE SEAL]
                * [CONFORM TO LOCAL REQUIREMENTS] *
  
  
  
  STATE OF CONNECTICUT
  
  COUNTY OF HARTFORD
  
  
        This instrument was acknowledged before me on ________  __,
  199__,  by  ________________________________, ___________________
  of  Aetna  Life Insurance Company, a Connecticut corporation,  on
  behalf of said corporation.
  
  
  
  
                                Notary Public
  
                                My Commission Expires:
                                Printed Name of Notary:
  
  
                           EXHIBIT 9.2.2
                            BILL OF SALE
  
  
  
        For valuable consideration, the receipt and sufficiency  of
  which  are  hereby acknowledged, AETNA LIFE INSURANCE COMPANY,  a
  Connecticut  corporation ("Seller"), hereby  conveys  to  PARKWAY
  PROPERTIES,  INC., a Maryland corporation ("Purchaser"),  all  of
  Seller's right, title and interest in and to those certain  items
  of  personal property described on Exhibit A attached hereto  and
  made  a part hereof (the "Personal Property") relating to certain
  real  property known as ONE TRIAD PARK and located  at  200  West
  Second Street, Winston-Salem, North Carolina.
  
       Seller has not made and does not make any express or implied
  warranty or representation of any kind whatsoever with respect to
  the  Personal  Property, including but not  limited  to:   title;
  merchantability of the Personal Property or its fitness  for  any
  particular  purpose;  the  design or condition  of  the  Personal
  Property;  the  quality  or capacity of  the  Personal  Property;
  workmanship  or  compliance  of the Personal  Property  with  the
  requirements  of  any  law,  rule,  specification   or   contract
  pertaining  thereto;  patent  infringement  or  latent   defects.
  Purchaser  accepts the Personal Property on an "AS IS, WHERE  IS"
  basis.
  
        IN WITNESS WHEREOF, Seller has caused this instrument to be
  executed  and  delivered as of this ______ day  of  ____________,
  1996.
  
                                AETNA LIFE INSURANCE COMPANY,
                                a Connecticut corporation
  
  
                                By:
                                Printed name:
                                Its:
  
  
  [CORPORATE SEAL]
                           EXHIBIT 9.2.3
                ASSIGNMENT AND ASSUMPTION OF LEASES
  
  
        For  valuable consideration, the receipt and sufficiency of
  which  are  hereby acknowledged, AETNA LIFE INSURANCE COMPANY,  a
  Connecticut   corporation  ("Assignor"),   hereby   assigns   and
  delegates  to  PARKWAY  PROPERTIES, INC., a Maryland  corporation
  ("Assignee"), and Assignee hereby agrees to assume and accept the
  assignment and delegation of all of Assignor's right,  title  and
  interest  in  and  to and obligations under the  leases  and  the
  security  deposits relating to the property known  as  One  Triad
  Park  and  more  particularly described  on  Exhibit  A  attached
  hereto.  The leases and security deposits are listed on Exhibit B
  attached hereto.
  
        If  any litigation between Assignor and Assignee arises out
  of  the  obligations  of  the parties under  this  Assignment  or
  concerning  the  meaning  or  interpretation  of  any   provision
  contained  herein,  the  losing party shall  pay  the  prevailing
  party's  costs and expenses of such litigation including, without
  limitation, reasonable attorneys' fees.
  
        This  Agreement may be executed and delivered in any number
  of counterparts, each of which so executed and delivered shall be
  deemed  to  be an original and all of which shall constitute  one
  and the same instrument.
  
       IN WITNESS WHEREOF, Assignor and Assignee have executed this
  Assignment  effective as of this ____ day of ___________________,
  1996.
  
                                    
  ASSIGNOR:                         ASSIGNEE:
                                    
  AETNA LIFE INSURANCE COMPANY,     PARKWAY PROPERTIES, INC.,
  a Connecticut corporation         a Maryland corporation
                                    
                                    
                                    By:
  By:                               Printed name:
  Printed name:                     Its:
  Its:                              
                                                         [CORPORATE
                      [CORPORATE              SEAL]
            SEAL]
  
                           EXHIBIT 9.2.4
               ASSIGNMENT AND ASSUMPTION OF CONTRACTS
  
  
        In  consideration of One Dollar and other good and valuable
  consideration,  the receipt and sufficiency of which  are  hereby
  acknowledged,   AETNA  LIFE  INSURANCE  COMPANY,  a   Connecticut
  corporation ("Assignor"), hereby assigns to and delegates PARKWAY
  PROPERTIES,  INC., a Maryland corporation ("Assignee"),  with  an
  office  and place of business at 300 One Jackson Place, 188  East
  Capitol Street, Jackson, Mississippi, and Assignee hereby assumes
  and  accepts  the assignment and delegation of all of  Assignor's
  right,  title  and interest in and to the contracts described  on
  Exhibit A attached hereto relating to certain real property known
  as ONE TRIAD PARK and located at 200 West Second Street, Winston-
  Salem,   North   Carolina,  and  Assignee  hereby  accepts   such
  assignment.
  
        If  any litigation between Assignor and Assignee arises out
  of  the  obligations  of  the parties under  this  Assignment  or
  concerning  the  meaning  or  interpretation  of  any   provision
  contained  herein,  the  losing party shall  pay  the  prevailing
  party's  costs and expenses of such litigation including, without
  limitation, reasonable attorneys' fees.
  
        This  Agreement may be executed and delivered in any number
  of counterparts, each of which so executed and delivered shall be
  deemed  to  be an original and all of which shall constitute  one
  and the same instrument.
  
       IN WITNESS WHEREOF, Assignor and Assignee have executed this
  Assignment  effective  as of this _______ day  of  _____________,
  1996.
  
  ASSIGNOR:                          ASSIGNEE:
                                     
  AETNA LIFE INSURANCE COMPANY,      PARKWAY PROPERTIES, INC.,
  a Connecticut corporation          a Maryland corporation
                                     
                                     By:
  By:                                Printed name:
  Printed name:                      Its:
  Its:                               
                                                         [CORPORATE
                      [CORPORATE               SEAL]
            SEAL]
  
                           EXHIBIT 9.2.5
                    ASSIGNMENT OF PROPERTY NAME
  
  
  
        For  valuable consideration, the receipt and sufficiency of
  which  is  hereby acknowledged, AETNA LIFE INSURANCE  COMPANY,  a
  Connecticut  corporation ("Assignor"), hereby assigns,  transfers
  and   sets   over  unto  PARKWAY  PROPERTIES,  INC.,  a  Maryland
  corporation  ("Assignee"),  all of Assignor's  right,  title  and
  interest,  if  any, in and to the property name ONE  TRIAD  PARK.
  Assignor  makes no warranty or representation of  any  kind  with
  respect to its right, title and interest in the property name.
  
        IN WITNESS WHEREOF, Assignor has caused this instrument  to
  be executed as of this _____ day of ____________, 1996.
  
                                                         AETNA LIFE
                                INSURANCE COMPANY,
                                a Connecticut corporation
  
  
  
                                By:
                                Printed name:
                                Its:
  
  
  [CORPORATE SEAL]
  
  
                           EXHIBIT 9.2.6
              ASSIGNMENT OF WARRANTIES AND GUARANTEES
  
  
         THIS   AGREEMENT  is  made  as  of  the  _______  day   of
  ______________,  1996, between AETNA LIFE  INSURANCE  COMPANY,  a
  Connecticut  corporation  ("Assignor"), and  PARKWAY  PROPERTIES,
  INC., a Maryland corporation ("Assignee").
  
                             RECITALS:
  
        Assignee  has  this  day  acquired  from  Assignor  certain
  interests  in  land, buildings and improvements more particularly
  described  on  Exhibit A attached hereto and made a  part  hereof
  (the "Property").
  
        In  consideration  of the acquisition of  the  Property  by
  Assignee  and other good and valuable consideration,  the  mutual
  receipt  and  legal sufficiency of which are hereby acknowledged,
  the parties hereto hereby agree as follows:
  
        Assignor  hereby  assigns, transfers  and  sets  over  unto
  Assignee  and  Assignee  hereby  accepts  from  Assignor  all  of
  Assignor's  right, title and interest in and to all  transferable
  warranties   and  guarantees,  if  any,  with  respect   to   the
  improvements   located  on  the  Property  or  any   repairs   or
  renovations  to  such  improvements  and  any  personal  property
  conveyed to Assignee by Assignor in connection with the Property.
  
        This  Agreement may be executed and delivered in any number
  of counterparts, each of which so executed and delivered shall be
  deemed  to  be an original and all of which shall constitute  one
  and the same instrument.
  
        IN  WITNESS WHEREOF, Assignor and Assignee have caused this
  instrument  to  be  executed as of the day and year  first  above
  written.
  
  ASSIGNOR:
  
  AETNA LIFE INSURANCE COMPANY,
  a Connecticut corporation
  
  
  By:
  Printed name:
  Its:
  
                      [CORPORATE
            SEAL]
  
  
  
                           EXHIBIT 9.2.8
              AFFIDAVIT PURSUANT TO FOREIGN INVESTMENT
                     AND REAL PROPERTY TAX ACT
  
  
        The undersigned hereby declares that the name, address  and
  United States taxpayer identification number of the owner of  the
  real  property  described  in  Exhibit  A  attached  hereto   and
  incorporated herein by reference is as follows:
  
       Name and Address                   I.D. Number
  
       Aetna Life Insurance Company       066033492
       c/o Asset Management & Sales, IG40
       242 Trumbull Street
       Hartford, Connecticut  06103
  
        There  is  no  other person or entity who has an  ownership
  interest  in the property.  The owner is a corporation  organized
  and  existing under the laws of the State of Connecticut and,  as
  such, is not a foreign citizen or entity.
  
        The  undersigned  understands that  the  purchaser  of  the
  property  intends  to  rely on the foregoing  representations  in
  connection  with  the United States Foreign Investment  and  Real
  Property Act.
  
  
                                AETNA LIFE INSURANCE COMPANY,
  DATE: ____________, 1996      a Connecticut corporation
  
  
                                By:
                                Printed name:
                                Its:
  
  
                           EXHIBIT 9.2.9
                      CORPORATE AUTHORIZATION
  
  
  
  I,  Paige L. Falasco, Assistant Corporate Secretary of Aetna Life
  Insurance  Company (the "Company"), do hereby  certify  that  the
  following vote was duly adopted by the Board of Directors of  the
  Company  at its meeting held on November 20, 1987, as amended  at
  its meeting held on March 29, 1991, and that such vote remains in
  full force and effect as of this date:
  
       VOTED:  That each of the following officers:
  
       Chairman                      Vice President
       Vice Chairman                 Controller
       President                     General Counsel
       Executive Vice President      Corporate Secretary
       Group Executive               Assistant Vice President
       Senior Vice President         Assistant Corporate Secretary
  
        (1)   are  hereby  severally  authorized  to  sign  in  the
  Company's name:
  
             (a)  insurance contracts of every type and description
  which this Company is authorized to write;
  
             (b)   agreements  relating to the purchase,  sale,  or
  exchange  of  securities including any consents and modifications
  given or made under such agreements;
  
             (c)   conveyances  and leases of real  estate  or  any
  interest therein including any modifications thereof;
  
             (d)   assignments and releases of mortgages and  other
  liens, claims or demands;
  
             (e)   any  other  written instrument  which  they  are
  authorized  to approve in the normal course of Company  business;
  and
  
             (f)   any  other written instrument when  specifically
  authorized  by  the  Board of Directors, the Chairman,  the  Vice
  Chairman or the President;
  
  and  are further severally authorized (i) to delegate all or  any
  part  of  the  foregoing  authority  to  one  or  more  officers,
  employees  or  agents of this Company, provided  that  each  such
  delegation  is  in writing and a copy thereof  is  filed  in  the
  office  of  the  Corporate Secretary, or (ii)  to  designate  any
  attorney at law representing this Company on a matter under their
  direction, to so sign this Company's name; and
  
  (2)   are  hereby severally authorized to possess this  Company's
  duplicate  seals and to affix the same to items (a)  through  (f)
  above;  and are further severally authorized to designate,  in  a
  writing  filed  in  the  office of the Corporate  Secretary,  any
  officer, employee or agent of this Company to possess and  to  so
  affix this Company's duplicate seals.
  
  Dated at Hartford, Connecticut on                 , 1996.
  
  
  
                                Paige L. Falasco
                                Assistant Corporate Secretary
  
  
                           EXHIBIT 9.2.10
                        INCUMBENCY AFFIDAVIT
  
  
  I,   _____________________, Assistant  Secretary  of  Aetna  Life
  Insurance  Company  (the  "Company"),  do  hereby  certify   that
  is  a duly appointed Assistant Vice President of the Company  and
  that (s)he holds such office as of this date.
  
  
  Dated at Hartford, Connecticut, on                , 1996.
  
  
  
  
                                  Assistant Secretary
  
  
                           EXHIBIT 9.2.13
                         SELLER'S STATEMENT
  
  
  SELLER'S NAME: Aetna Life Insurance Company
  ADDRESS:       c/o Asset Management & Sales, IG40
                 242 Trumbull Street
                 Hartford, Connecticut  06103
  
  BUYER'S NAME:  Parkway Properties, Inc.
  ADDRESS:       300 One Jackson Place
                 188 East Capitol Street
                 Jackson, Mississippi 39201-2195
  
  To:  Commonwealth Land Title Insurance Company ("Title Company")
       3350 Cumberland Circle
       Suite 1895
       Atlanta, Georgia  30339
  
  Re:  One  Triad Park, Winston-Salem, North Carolina ("Property"),
       which  is  more particularly described on Exhibit A attached
       hereto and incorporated herein
  
  THE UNDERSIGNED HEREBY STATES THAT:
  
  1.   A.    No repairs or alterations have been made by Aetna Life
       Insurance  Company on said Property during  the  [120]  days
       preceding  the  date hereof, which have not been  paid  for,
       except as follows:
  
       B.   If none, check here (  )
       [Call Property Manager regarding item 1A above.]
  
  2.   No  proceedings  in  bankruptcy or  receivership  have  been
       instituted by or against Aetna Life Insurance Company  which
       are  now pending, nor has Aetna Life Insurance Company  made
       any assignment for the benefit of creditors.
  
  3.   Aetna Life Insurance Company is authorized to do business in
       the  States of Connecticut and North Carolina and is in good
       standing in the State of Connecticut.
  
  4.   There  are  no parties in possession at the Property  except
       for  the  tenants as set forth on Exhibit B attached  hereto
       and made a part hereof.
  
  5.   The  undersigned  makes this statement for  the  purpose  of
       inducing  the Title Company to issue to Parkway  Properties,
       Inc.,  an  owner's title insurance policy insuring title  to
       said Property.
  
  
  
  
  Dated: _____________, 1996           By: AETNA LIFE INSURANCE COMPANY
  
  
  
                                       By:
                                       Printed name:
                                       Its:
  
  
        Sworn to and subscribed before me, notary, this ______  day
  of ____________, 1996.
  
  
  
  
                                   Notary Public
  
                                   My commission expires:
  
                                          [NOTARIAL SEAL]
  
  
                          EXHIBIT 9.2.15a
                          TENANT ESTOPPEL
  
  
  
  
  
  Parkway Properties, Inc.
  300 One Jackson Place
  188 East Capitol Street
  Jackson, MS  39201
  
            RE:   One  Triad  Park, Winston-Salem, Forsyth  County,
            North Carolina ("Property")
  
  Gentlemen:
  
        The  undersigned  as  Tenant hereby  certifies  to  Parkway
  Properties, Inc., and its assignee ("Parkway") and any subsequent
  beneficiary  under a deed of trust covering the  above  captioned
  property ("Mortgagee") that:
       
       (i)  It is a Tenant of a portion of the captioned Property under
            a certain lease (the "Lease") as follows:
       
            Landlord:  ___________________________________
  
            Tenant:  _____________________________________
  
            Lease Dated:  ________________________________
  
            Amendment(s) Dated (if any):  ________________
  
            Current Annual Base Rent:  ___________________
  
            Square Footage:  _____________________________
  
            Original term (or current option period,
            if applicable) expires:  _____________________
  
            Security Deposit and/or
            Lease Deposit:  $_____________________________
  
       (ii) That attached hereto as Exhibit A is a true and complete
            copy of the Lease and all amendments thereto.
       
       (iii)Tenant has unconditionally accepted and occupied the
            leased premises, commenced payment of rent under the Lease
            without claim or right of set-off, or claim of any default by the
            Landlord, and is now conducting business on the premises;
       
       (iv) The Lease sets forth the entire agreement between the
            Landlord and Tenant, is in full force and effect in accordance
            with its terms and has not, in any way, been amended, modified,
            assigned or sublet;
       
       (v)  There exists no default by either party to the Lease, or
            other grounds for ceasing or reducing the payment of rental, or
            for cancellation or termination of the Lease;
       
       (vi) All requirements of the Lease have been complied with and no
            charges, set-offs or other credits exist against the rentals;
       
       From  and after the date that Parkway acquires title to  the
  Property:
       
       (vii) Tenant shall not agree to any alteration, modification,
             amendment or termination of its Lease, nor subordinate or permit
             subordination of the Lease to any lien in favor of anyone other
             than Parkway or Mortgagee, without first obtaining Parkway's or
             such Mortgagee's prior written approval provided Tenant has been
             provided the name and address of such Mortgagee;
       
       (viii)Tenant shall give any Mortgagee 30 days notice of any
             default by the Landlord under the Lease and a reasonable
             opportunity for Mortgagee to cure any default upon Landlord's
             failure to do so;
       
       (ix)  Tenant will not pay rent in advance for more than the
             current month without Mortgagee's prior written consent.  No
             concession or allowance has been granted by Landlord which
             permits Tenant to occupy the leased premises without payment of
             Rent or any other financial obligation contained in the Lease,
             nor will Tenant accept such concession or allowance or negotiate
             for the same without the prior written consent of Parkway or
             Mortgagee;
       
       (x)   Parkway may subsequently execute and deliver to Mortgagee an
             Assignment of Leases and Rents conveying the rentals under the
             Lease as additional security for a loan secured by the Property,
             and Tenant hereby expressly consents to such Assignment and has
             no notice of a prior Assignment of the Lease or the rents
             thereunder;
       
       (xi)  Tenant will not look to any mortgagee, or its successors or
             assigns, for the return of or credit for security deposit or
             prepaid rent, if any, unless said sums have been actually
             transferred to such mortgagee or its successors or assigns.
       
        Tenant  understands that Parkway is relying  on  the  above
  representations in consenting to purchase the Property  and  does
  hereby warrant and affirm to and for the benefit of Parkway,  its
  successors   and   assigns,   that   each   of   the    foregoing
  representations  is true, correct and complete  as  of  the  date
  hereof.
  
                                     By:
                                     Name:
                                     Title:
                                     Date:
  
  
                          EXHIBIT 9.2.15b
         WOMBLE, CARLYLE, SANDRIDGE & RICE TENANT ESTOPPEL
  
  
  
  
  Parkway Properties, Inc.
  300 One Jackson Place
  188 East Capitol Street
  Jackson, MS  39201
  
            RE:   One  Triad  Park, Winston-Salem, Forsyth  County,
            North Carolina ("Property")
  
  Gentlemen:
  
        The  undersigned  as  Tenant hereby  certifies  to  Parkway
  Properties, Inc., and its assignee ("Parkway") and any subsequent
  beneficiary  under a deed of trust covering the  above  captioned
  property ("Mortgagee") that:
  
            (i)   It  is  a  Tenant of a portion  of  the
            captioned Property under a certain lease (the
            "Lease") as follows:
  
            Landlord:  ___________________________________
  
            Tenant:  _____________________________________
  
            Lease Dated:  ________________________________
  
            Amendment(s) Dated (if any):  ________________
  
            Current Annual Base Rent:  ___________________
  
            Square Footage:  _____________________________
  
            Original term (or current option period,
            if applicable) expires:  _____________________
  
            Security Deposit and/or
            Lease Deposit:  $_____________________________
  
            (ii)  That attached hereto as Exhibit A is  a
            true  and complete copy of the Lease and  all
            amendments thereto.
  
            (iii)     Tenant has unconditionally accepted
            and  occupied the leased premises,  commenced
            payment of rent under the Lease without claim
            or  right of set-off, or claim of any default
            by   the  Landlord,  and  is  now  conducting
            business on the premises;
  
            (iv)   The   Lease  sets  forth  the   entire
            agreement between the Landlord and Tenant, is
            in  full force and effect in accordance  with
            its  terms  and  has not, in  any  way,  been
            amended, modified, assigned or sublet;
  
            (v)   There exists no default by either party
            to the Lease, or other grounds for ceasing or
            reducing  the  payment  of  rental,  or   for
            cancellation or termination of the Lease;
  
            (vi)  All requirements of the Lease have been
            complied  with  and no charges,  set-offs  or
            other credits exist against the rentals;
  
            (vii)      As  of the execution date  of  the
            Lease  and of the First Amendment and  Second
            Amendment  thereto,  Tenant  was  a   general
            partnership organized and existing under  the
            laws  of  the  State of North  Carolina.   On
            ____________,   199__,   Tenant   reorganized
            itself   into  a  limited  liability  company
            organized and existing under the laws of  the
            State  of  ____________.  Tenant acknowledges
            and   agrees   that   the  general   partners
            comprising  the  general  partnership   which
            constitutes  Tenant as of the execution  date
            of  the  Lease remain and are liable for  the
            obligations of Tenant under the Lease.
  
        From and after the date that Parkway acquires title to  the
  Property:
  
            (viii)     Tenant  shall  not  agree  to  any
            alteration,   modification,   amendment    or
            termination of its Lease, nor subordinate  or
            permit subordination of the Lease to any lien
            in  favor  of  anyone other than  Parkway  or
            Mortgagee, without first obtaining  Parkway's
            or  such  Mortgagee's prior written  approval
            provided  Tenant has been provided  the  name
            and address of such Mortgagee;
  
            (ix)  Tenant shall give any Mortgagee 30 days
            notice  of any default by the Landlord  under
            the  Lease  and a reasonable opportunity  for
            Mortgagee to cure any default upon Landlord's
            failure to do so;
  
            (x)   Tenant will not pay rent in advance for
            more   than   the   current   month   without
            Mortgagee's   prior  written   consent.    No
            concession  or allowance has been granted  by
            Landlord  which permits Tenant to occupy  the
            leased  premises without payment of  Rent  or
            any  other financial obligation contained  in
            the   Lease,  nor  will  Tenant  accept  such
            concession or allowance or negotiate for  the
            same  without  the prior written  consent  of
            Parkway or Mortgagee;
  
            (xi)  Parkway  may subsequently  execute  and
            deliver to Mortgagee an Assignment of  Leases
            and  Rents  conveying the rentals  under  the
            Lease  as  additional  security  for  a  loan
            secured  by  the Property, and Tenant  hereby
            expressly consents to such Assignment and has
            no  notice of a prior Assignment of the Lease
            or the rents thereunder;
  
            (xii)       Tenant  will  not  look  to   any
            mortgagee, or its successors or assigns,  for
            the  return of or credit for security deposit
            or  prepaid  rent, if any, unless  said  sums
            have   been  actually  transferred  to   such
            mortgagee or its successors or assigns.
  
        Tenant  understands that Parkway is relying  on  the  above
  representations in consenting to purchase the Property  and  does
  hereby warrant and affirm to and for the benefit of Parkway,  its
  successors   and   assigns,   that   each   of   the    foregoing
  representations  is true, correct and complete  as  of  the  date
  hereof.
  
  
  
  
  
                                     By:
                                     Name:
                                     Title:
                                     Date:
  
  
                            EXHIBIT 9.3
                         ERISA CERTIFICATE
  
  
  
  _________________, 1996
  
  
  
  Aetna Life Insurance Company
  c/o Asset Management & Sales, IG40
  242 Trumbull Street
  Hartford, Connecticut  06156
  
  RE:  One Triad Park
  
  Ladies and Gentlemen:
  
  The  undersigned represents to you that PARKWAY PROPERTIES, INC.,
  a  Maryland corporation, or any affiliates thereof, or any  firm,
  person  or  entity providing financing for the  purchase  of  the
  entire  interest of Aetna Life Insurance Company,  a  Connecticut
  corporation, in the above described property (the "Property") are
  not  using  the assets of an employee benefit plan as defined  in
  Section  3(3) of the Employee Retirement Income Security  Act  of
  1974, as amended ("ERISA") and covered under Title I, Part  4  of
  ERISA  or  Section 4975 of the Internal Revenue Code of 1986,  as
  amended, in the performance or discharge of its obligations under
  that certain Purchase and Sale Agreement dated _________________,
  1996,  with  respect  to the Property by and between  Aetna  Life
  Insurance  Company, as Seller, and the undersigned, as Purchaser,
  including the acquisition of the Property.
  
                               Very truly yours,
  
  
                               PARKWAY PROPERTIES, INC.
  
                               By:
                               Printed Name:
                               Its:
  
  
                           EXHIBIT 9.7(i)
                        NOTICE TO CONTRACTOR
  
  
  ______________________, 1996
  
  
  
  RE:  One Triad Park
       200 West Second Street
       Winston-Salem, North Carolina
  
  
       You are hereby notified and advised that PARKWAY PROPERTIES,
  INC.,   a  Maryland  corporation  ("Purchaser"),  purchased   and
  acquired   from  AETNA  LIFE  INSURANCE  COMPANY,  a  Connecticut
  corporation,  all right, title and interest in and to  One  Triad
  Park  ("Property")  and assumed the service  contract  with  your
  Company with respect thereto.
  
        In  accordance with the foregoing, you are hereby  notified
  that  all  future  invoices, bills, correspondence,  and  notices
  relating  to  the  Property and the service contract,  should  be
  delivered to Purchaser at the following address:
  
                     _________________________
                     _________________________
                     _________________________
                     Attention: ______________
  
  
  
                               Very truly yours,
  
  
                               AETNA LIFE INSURANCE COMPANY
  
  
                               By:
                               Printed name:
                               Its:
  
  
                          EXHIBIT 9.7(ii)
                     NOTICE TO UTILITY COMPANY
  
  
  
  ______________________, 1996
  
  
  
  RE:  One Triad Park
       200 West Second Street
       Winston-Salem, North Carolina
  
  
       You are hereby notified and advised that PARKWAY PROPERTIES,
  INC.,   a  Maryland  corporation  ("Purchaser"),  purchased   and
  acquired   from  AETNA  LIFE  INSURANCE  COMPANY,  a  Connecticut
  corporation,  all right, title and interest in and to  One  Triad
  Park ("Property").
  
        In  accordance with the foregoing, you are hereby  notified
  that  all  future  invoices, bills, correspondence,  and  notices
  relating to the Property, should be delivered to Purchaser at the
  following address:
  
                     _________________________
                     _________________________
                     _________________________
                     Attention: ______________
  
  
                               Very truly yours,
  
  
                               AETNA LIFE INSURANCE COMPANY
  
  
                               By:
                               Printed name:
                               Its:
  
  
  
                          EXHIBIT 9.7(iii)
                         NOTICE TO TENANTS
  
  
  
  ______________________, 1996
  
  
  
  RE: One Triad Park
      200 West Second Street
      Winston-Salem, North Carolina
  
       You are hereby notified and advised that PARKWAY PROPERTIES,
  INC.,   a  Maryland  corporation  ("Purchaser"),  purchased   and
  acquired   from  AETNA  LIFE  INSURANCE  COMPANY,  a  Connecticut
  corporation,  all right, title and interest in and to  One  Triad
  Park ("Property").
  
       In  accordance  with the foregoing, you are hereby  notified
  that all future rent, other payments, correspondence, and notices
  relating to the Property, should be delivered to Purchaser at the
  following address:
  
                     _________________________
                     _________________________
                     _________________________
                     Attention: ______________
  
  
                               Very truly yours,
  
  
                               AETNA LIFE INSURANCE COMPANY
  
  
                               By:
                               Printed name:
                               Its:
  
  _______________________________
metadata_documents: [{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 110979}]
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": "96642985"}, "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: 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):  Sept. 30, 1996
                                                    ---------------
  
                      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  September 30, 1996, Parkway Carolina, Inc. a wholly-
  owned   subsidiary   of  Parkway  Properties,  Inc.   ("Parkway")
  purchased  the  BB&T  Financial Center  in  Winston-Salem,  North
  Carolina  from  a  major insurance company.  The  BB&T  Financial
  Center  is  a 19-story Class A office building with approximately
  239,000  square  feet of rentable area situated  in  a  one-block
  landscaped  park  in  the central business district  of  Winston-
  Salem.  The building is currently 100% leased to thirteen tenants
  with  two  tenants occupying approximately 74%  of  the  building
  under  leases  expiring  in June 2005  and  December  2007.   The
  purchase  price  of  $24,500,000 was funded  with  existing  cash
  reserves and borrowings of $6,836,000  on  a  line of credit with
  Deposit  Guaranty  National  Bank  at  a rate equal to the 90-day
  LIBOR rate plus 2.35%, currently 7.85%.
  
  Item 7.   Financial Statements and Exhibits.
  
            (a)  Financial Statements
  
                           It is impractical to provide the audited
                 financial statements of the BB&T Financial  Center
                 required  by  Item  7(a) of  Form  8-K,  but  such
                 financial  statements will be  filed  as  soon  as
                 practical  but  not later than 60 days  after  the
                 filing of this Form 8-K.
  
            (b)  Pro Forma Consolidated Financial Statements
  
                            The  pro  forma consolidated  financial
                 statements   will  be  filed  with   the   audited
                 financial statements of the BB&T Financial Center.
  
            (c)  Exhibits.
  
                                 (10)  Purchase and Sale  Agreement
                 among  AETNA  Life Insurance Company  and  Parkway
                 Properties, Inc. dated September 5, 1996.  Parkway
                 agrees to furnish supplementally to the Securities
                 and  Exchange Commission on request a copy of  any
                 omitted schedule or exhibit to this agreement.
  
                              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:       October 15, 1996
  
                                          PARKWAY PROPERTIES, INC.
  
                                     BY:  /s/Sarah P. Clark
                                          Sarah    P.     Clark
                                          Vice President,
                                          Chief Financial Officer,
                                          Treasurer and Secretary
  
                     PURCHASE AND SALE AGREEMENT
  
                               SELLER:
  
                    AETNA LIFE INSURANCE COMPANY
                 c/o Asset Management & Sales, IG40
                        242 Trumbull Street
                    Hartford, Connecticut 06156
  
                             PURCHASER:
  
                      PARKWAY PROPERTIES, INC.
                         300 Jackson Place
                      188 East Capitol Street
                  Jackson, Mississippi 39201-2195
  
                             PROPERTY:
  
                           ONE TRIAD PARK
                       200 West Second Street
                   Winston-Salem, North Carolina
  
                         September 5, 1996
  
                                 INDEX
  Section                                                     Page
  
  1.   The Property                                              1
       1.1    Description                                        1
       1.2    "As-Is" Purchase                                   2
       1.3    Agreement to Convey                                3
  
  2.   Price and Payment                                         3
       2.1    Purchase Price                                     3
       2.2    Payment                                            3
       2.3    Closing                                            3
  
  3.   Inspections and Approvals                                 3
       3.1    Inspections                                        3
       3.2    Title and Survey                                   4
       3.4    Purchaser's Right to Terminate                     5
       3.5    Confidentiality                                    5
  
  4.   Prior to Closing                                          6
       4.1    Insurance                                          6
       4.2    Operation                                          6
       4.3    New Contracts                                      6
       4.4    New Leases                                         6
       4.5    Additional Audits                                  6
  
  5.   Representations and Warranties
       5.1    By Seller                                          7
       5.2    By Purchaser                                       7
       5.3    Mutual                                             8
  
  6.   Costs and Prorations                                      8
       6.1    Purchaser's Costs                                  8
       6.2    Seller's Costs                                     9
       6.3    Prorations                                         9
       6.4    Taxes                                              9
       6.5    In General                                        10
       6.6    Purpose and Intent                                10
  
  7.   Damage, Destruction or Condemnation                      10
       7.1    Material Event                                    10
       7.2    Immaterial Event                                  10
       7.3    Termination and Return of Deposit                 10
  
  Section Page
  
  8.   Notices                                                  11
  
  9.   Closing and Escrow                                       12
       9.1    Escrow Instructions                               12
       9.2    Seller's Deliveries.                              12
       9.3    Purchaser's Deliveries                            14
       9.4    Possession                                        14
       9.5    Insurance                                         14
       9.6    Utility Service and Deposits.                     14
       9.7    Notice Letters                                    14
       9.8    Post-Closing Collections.                         14
  
  10.  Default; Failure of Condition                            15
       10.1   Purchaser Default.                                15
       10.2   Seller Default                                    15
  
  11.  Miscellaneous                                            16
       11.1   Entire Agreement                                  16
       11.2   Severability                                      16
       11.3   Applicable Law                                    16
       11.4   Assignability                                     16
       11.5   Successors Bound                                  16
       11.6   Breach                                            16
       11.7   No Public Disclosure                              16
       11.8   Captions                                          17
       11.9   Attorney's Fees                                   17
       11.10  No Partnership                                    17
       11.11  Time of Essence                                   17
       11.12  Counterparts                                      17
       11.13  Recordation                                       17
       11.14  Proper Execution                                  17
       11.15  Tax Protest                                       17
       11.16  Seller Committee Approval                         18
       11.17  Purchaser's Board Approval                        18
       11.18  Best Knowledge; Received Written Notice           18
       11.19  Survival and Limitation of Representations
              and Warranties                                    18
       11.20  Time to Execute and Deliver                       18
  
                          LIST OF EXHIBITS
  
  Exhibit 1.1.1      Legal Description
  Exhibit 1.1.3      Description of Personal Property
  Exhibit 1.1.6      Schedule of Leases and Security Deposits
  Exhibit 3.2        Title Commitment
  Exhibit 3.3        Schedule of Contracts
  Exhibit 4.4        Existing Leases for Which Purchaser is
                     Responsible for Build-Out Costs and
                     Commissions
  Exhibit 9.2.1      Form of Special Warranty Deed
  Exhibit 9.2.2      Form of Bill of Sale
  Exhibit 9.2.3      Form of Assignment and Assumption of Leases
  Exhibit 9.2.4      Form of Assignment and Assumption of
                     Contracts
  Exhibit 9.2.5      Form of Property Name Assignment
  Exhibit 9.2.6      Form of Assignment of Warranties and
                     Guarantees
  Exhibit 9.2.8      Form of FIRPTA Affidavit
  Exhibit 9.2.9      Form of Corporate Authorization
  Exhibit 9.2.10     Form of Incumbency Affidavit
  Exhibit 9.2.13     Form of Seller's Affidavit
  Exhibit 9.2.15a    Form of Tenant Estoppel
  Exhibit 9.2.15b    Form of Womble, Carlyle, Sandridge & Rice
                     Tenant Estoppel
  Exhibit 9.3        Form of ERISA Certificate
  Exhibit 9.7(i)     Form of Notice to Contractor
  Exhibit 9.7(ii)    Form of Notice to Utility Company
  Exhibit 9.7(iii)   Form of Notice to Tenants
  
                             Term Sheet
  
  PURCHASER:              PARKWAY PROPERTIES, INC.
  
  NOTICE ADDRESS:         300 One Jackson Place
                          188 East Capitol Street
                          Jackson, Mississippi 39201-2195
  
  ATTENTION:              Mr. David R. Fowler
                          Phone No.: (601) 948-4091
                          Fax No.: (601) 949-4077
  
  SELLER:                 AETNA LIFE INSURANCE COMPANY
  
  NOTICE ADDRESS:         c/o Asset Management & Sales, IG40
                          242 Trumbull Street
                          Hartford, Connecticut  06156
  
  ATTENTION:              Mr. William C. Eller
                          Phone No.: (860) 275-3234
                          Fax No.: (860) 275-4751
  
  PROPERTY:               ONE TRIAD PARK
                          200 West Second Street
                          Winston-Salem, North Carolina
  
  PURCHASE PRICE:         $25,500,000.00
  
  INTERIM DATE:           September 18, 1996
  
  APPROVAL DATE:          September 25, 1996
  
  DATE OF CLOSING:        On or before September 30, 1996
  
                    PURCHASE AND SALE AGREEMENT
  
       THIS PURCHASE AND SALE AGREEMENT ("Agreement"), dated as  of
  the 5th day of September 1996 ("Date of this Agreement"), is made
  by  and  between  AETNA  LIFE INSURANCE  COMPANY,  a  Connecticut
  corporation ("Seller"), with an office at c/o Asset Management  &
  Sales,  IG40,  242 Trumbull Street, Hartford, Connecticut   06156
  and    PARKWAY   PROPERTIES,   INC.,   a   Maryland   corporation
  ("Purchaser"), with an office at 300 One Jackson Place, 188  East
  Capitol Street, Jackson, Mississippi  39201-2195.
  
                             RECITALS:
  
       Seller  desires  to  sell  certain  improved  real  property
  commonly  known  as  One Triad Park located at  200  West  Second
  Street, Winston-Salem, North Carolina, along with certain related
  personal  and  intangible  property,  and  Purchaser  desires  to
  purchase such real, personal and intangible property.
  
       NOW,  THEREFORE, in consideration of the foregoing,  of  the
  covenants,  promises and undertakings set forth herein,  and  for
  good  and valuable consideration, the receipt and sufficiency  of
  which  are  hereby  acknowledged, Seller and Purchaser  agree  as
  follows:
  
  1.       The Property.
  
      1.1      Description.  Subject to the terms and conditions of
  this  Agreement,  and  for the consideration  herein  set  forth,
  Seller  agrees  to  sell and transfer, and  Purchaser  agrees  to
  purchase  and acquire, all of Seller's right, title, and interest
  in and to the following (collectively, "Property"):
  
           1.1.1           Certain land ("Land") located in Winston-Salem,
  Forsyth  County, North Carolina, and more specifically  described
  in Exhibit 1.1.1 attached hereto;
  
           1.1.2           The buildings, parking areas, improvements, and
  fixtures now situated on the Land (the "Improvements");
  
           1.1.3           All furniture, personal property, machinery,
  apparatus, and equipment currently used in the operation,  repair
  and maintenance of the Land and Improvements and situated thereon
  (collectively, the "Personal Property"), generally  described  on
  Exhibit  1.1.3  attached  hereto.  The Personal  Property  to  be
  conveyed is subject to depletions, replacements and additions  in
  the ordinary course of Seller's business;
  
           1.1.4           All easements, hereditaments, and appurtenances
  belonging  to or inuring to the benefit of Seller and  pertaining
  to the Land, if any;
  
           1.1.5           Any street or road abutting the Land to the
  center lines thereof;
  
           1.1.6           The leases or occupancy agreements, including
  those  in  effect  on  the  Date  of  this  Agreement  which  are
  identified  on the Schedule of Leases attached hereto as  Exhibit
  1.1.6,  and any new leases entered into pursuant to Section  4.4,
  which  as of the Closing (as hereinafter defined) affect  all  or
  any  portion  of  the  Land or Improvements ("Leases"),  and  any
  security  deposits actually held by Seller with  respect  to  any
  such Leases;
  
           1.1.7           Subject to Section 3.3, all contracts and
  agreements relating to the operation or maintenance of the  Land,
  Improvements  or  Personal Property the  terms  of  which  extend
  beyond midnight of the day preceding the Date of Closing;
  
           1.1.8           The name "One Triad Park";
  
           1.1.9           Assignable warranties and guaranties issued in
  connection with the Improvements or Personal Property; and
  
           1.1.10          All transferable consents, authorizations,
  variances  or waivers, licenses, permits and approvals  from  any
  governmental  or  quasi-governmental agency,  department,  board,
  commission, bureau or other entity or instrumentality  solely  in
  respect of the Land or Improvements (collectively, "Approvals").
  
      1.2      "As-Is" Purchase.  The Property is being sold in an "AS
  IS"  condition  and  "WITH ALL FAULTS" as of  the  Date  of  this
  Agreement and of Closing.  Except as expressly set forth in  this
  Agreement, no representations or warranties have been made or are
  made and no responsibility has been or is assumed by Seller or by
  any  partner,  officer,  person, firm,  agent  or  representative
  acting  or  purporting  to act on behalf  of  Seller  as  to  the
  condition  or  repair of the Property or the  value,  expense  of
  operation, or income potential thereof or as to any other fact or
  condition  which  has  or  might  affect  the  Property  or   the
  condition,  repair,  value,  expense  of  operation   or   income
  potential  of the Property or any portion thereof.   The  parties
  agree  that  all  understandings and agreements  heretofore  made
  between  them  or their respective agents or representatives  are
  merged  in this Agreement and the Exhibits hereto annexed,  which
  alone fully and completely express their agreement, and that this
  Agreement has been entered into after full investigation, or with
  the   parties   satisfied  with  the  opportunity  afforded   for
  investigation,  neither  party  relying  upon  any  statement  or
  representation   by   the   other  unless   such   statement   or
  representation is specifically embodied in this Agreement or  the
  Exhibits  annexed  hereto.  Seller makes  no  representations  or
  warranties  as  to  whether  the Property  contains  asbestos  or
  harmful or toxic substances or pertaining to the extent, location
  or  nature  of  same.   Further, to the extent  that  Seller  has
  provided   to   Purchaser  information   from   any   inspection,
  engineering  or  environmental  reports  concerning  asbestos  or
  harmful  or toxic substances, Seller makes no representations  or
  warranties   with  respect  to  the  accuracy  or   completeness,
  methodology  of preparation or otherwise concerning the  contents
  of  such reports.  Purchaser acknowledges that Purchaser has sole
  responsibility to inspect fully the Property and investigate  all
  matters relevant thereto and Purchaser shall rely solely upon the
  results  of  Purchaser's  own inspections  or  other  information
  obtained  or  otherwise available to Purchaser, rather  than  any
  information that may have been provided by Seller to Purchaser.
  
       Purchaser  waives and releases Seller from  any  present  or
  future claims arising from or relating to the presence or alleged
  presence of asbestos or harmful or toxic substances in, on, under
  or  about the Property including, without limitation, any  claims
  under  or  on  account  of  (i)  the Comprehensive  Environmental
  Response, Compensation and Liability Act of 1980, as the same may
  have  been or may be amended from time to time, and similar state
  statutes,  and any regulations promulgated thereunder,  (ii)  any
  other federal, state or local law, ordinance, rule or regulation,
  now  or hereafter in effect, that deals with or otherwise in  any
  manner  relates to, environmental matters of any kind,  or  (iii)
  this  Agreement or the common law.  The terms and  provisions  of
  this paragraph shall survive Closing hereunder.
  
      1.3       Agreement to Convey.  Seller agrees to convey,  and
  Purchaser agrees to accept, title to the Land and Improvements by
  special  warranty  deed in the form attached  hereto  as  Exhibit
  9.2.1,  and  title  to the Personal Property, by  bill  of  sale,
  without  warranty  as  to  the title or  the  condition  of  such
  Personal Property.
  
  2.       Price and Payment.
  
      2.1      Purchase Price.  The purchase price for the Property
  ("Purchase  Price") is Twenty-Five Million Five Hundred  Thousand
  and No/100 Dollars ($25,500,000.00).
  
      2.2      Payment.  Payment of the Purchase Price is to be made in
  cash as follows:
  
            2.2.1    (a)   Purchaser has made an earnest money deposit
  of  ONE  HUNDRED  THOUSAND AND NO/100 DOLLARS ($100,000.00)  (the
  "Deposit")  prior to or contemporaneously with the  execution  of
  this Agreement.
  
                     (b)  The Deposit will be placed and held in escrow by
  Commonwealth  Land  Title  Insurance at 3350  Cumberland  Circle,
  Suite  1895,  Atlanta,  Georgia  30339 ("Title  Company")  in  an
  interest  bearing  account  at  a  mutually  acceptable   banking
  institution.   Any  interest  earned  by  the  Deposit  shall  be
  considered as part of the Deposit.  Except as otherwise  provided
  in  this  Agreement, the Deposit will be applied to the  Purchase
  Price at Closing.
  
            2.2.2          At Closing, Purchaser shall pay Seller the
  Purchase   Price,  inclusive  of  the  Deposit  and  subject   to
  adjustment  for  the prorations as provided  herein,  to  a  bank
  account  designated  by Seller via wire transfer  in  immediately
  available funds.
  
       2.3       Closing.  Payment of the Purchase Price and the closing
  hereunder  ("Closing")  will take place  pursuant  to  an  escrow
  closing  on  or before September 30, 1996 ("Date of Closing")  at
  the  offices of the Title Company at 10:00 local time, or at such
  other  time  and place as may be agreed upon in writing  by  both
  Seller and Purchaser.
  
  3.        Inspections and Approvals.
  
       3.1       Inspections.
  
            3.1.1          Seller agrees to allow Purchaser or Purchaser's
  agents  or  representatives reasonable  access  to  the  Property
  (during   business  hours)  for  purposes  of  any  non-intrusive
  physical  or environmental inspection of the Property and  review
  of  the Leases, expenses and other matters.  PURCHASER SHALL  NOT
  CONDUCT OR ALLOW ANY PHYSICALLY INTRUSIVE TESTING OF, ON OR UNDER
  THE PROPERTY WITHOUT FIRST OBTAINING SELLER'S WRITTEN CONSENT  AS
  TO THE TIMING AND SCOPE OF WORK TO BE PERFORMED AND, UPON REQUEST
  OF SELLER, ENTERING INTO AN ACCESS AGREEMENT A FORM ACCEPTABLE TO
  SELLER.   PURCHASER'S BREACH OF THE FOREGOING  PROHIBITION  SHALL
  ENTITLE  SELLER, AT ITS OPTION, IMMEDIATELY AND WITHOUT THE  CURE
  PERIOD  PROVIDED IN SECTION 11.6 HEREOF TO DECLARE THIS AGREEMENT
  TO BE TERMINATED AND TO RETAIN AS PROVIDED IN SECTION 10.1 HEREOF
  THE  DEPOSIT AS PAYMENT ON ACCOUNT FOR ANY AMOUNTS OWED BY REASON
  OF THE BREACH.
  
            3.1.2          Purchaser agrees that, in making any non-intrusive
  physical  or environmental inspections of the Property, Purchaser
  or  Purchaser's  agents  will carry not  less  than  One  Million
  Dollars  ($1,000,000) comprehensive general  liability  insurance
  with  contractual liability endorsement which insures Purchaser's
  Indemnity  Obligations (as hereinafter defined)  hereunder,  and,
  upon  request  of Seller, will provide Seller with a  certificate
  evidencing  such insurance, will not interfere with the  activity
  of  tenants or any persons occupying or providing service at  the
  Property,  will  not reveal to any third party  not  approved  by
  Seller  the results of its inspections, and will restore promptly
  any  physical damage caused by the inspections.  Purchaser  shall
  give  Seller reasonable prior notice of its intention to  conduct
  any  inspections,  and  Seller  reserves  the  right  to  have  a
  representative present.  Purchaser agrees (which agreement  shall
  survive  Closing  or  termination of this Agreement)  to  provide
  Seller with a copy of any inspection report upon Seller's written
  request.  Purchaser agrees (which agreement shall survive Closing
  or  termination of this Agreement) to indemnify, defend, and hold
  Seller  free  and harmless from any loss, injury, damage,  claim,
  lien,  cost  or  expense, including attorney's  fees  and  costs,
  arising  out of a breach of the foregoing agreements by Purchaser
  in  connection with the inspection of the Property, or  otherwise
  from  the  exercise by Purchaser or its agents or representatives
  of  the  right  of  access under this Section 3.1  (collectively,
  "Purchaser's Indemnity Obligations").  Any inspections  shall  be
  at Purchaser's expense.
  
            3.1.3          Except as set forth in Section 5.1.5 hereof,
  Seller  makes no representations or warranties as to  the  truth,
  accuracy  or  completeness  of  any  materials,  data  or   other
  information  supplied to Purchaser in connection with Purchaser's
  inspection  of  the  Property  (e.g.,  that  such  materials  are
  complete, accurate or the final version thereof, or that all such
  materials  are  in  Seller's possession).   It  is  the  parties'
  express  understanding  and agreement  that  such  materials  are
  provided  only  for  Purchaser's convenience in  making  its  own
  examination  and  determination prior to the  Approval  Date,  as
  hereinafter  defined,  as to whether it wishes  to  purchase  the
  Property,  and, in doing so, except for its reliance on  Seller's
  representations set forth in Section 5.1 hereof, Purchaser  shall
  rely  exclusively  on  its  own  independent  investigation   and
  evaluation  of  every  aspect of the  Property  and  not  on  any
  materials  supplied  by  Seller.   Except  for  its  reliance  on
  Seller's  representations  set  forth  in  Section  5.1   hereof,
  Purchaser  expressly disclaims any intent to  rely  on  any  such
  materials  provided  to  it  by Seller  in  connection  with  its
  inspection  and  agrees  that it shall rely  solely  on  its  own
  independently developed or verified information.
  
       3.2       Title and Survey.  Prior to or contemporaneously with
  execution of this Agreement, Seller has caused to be delivered to
  Purchaser a commitment for title insurance on the Land,  together
  with  copies  of all items shown as exceptions to title  therein,
  issued  by  the  Title Company and identified as  Commitment  No.
  F087133,  a  copy  of  which is attached hereto  as  Exhibit  3.2
  ("Title  Commitment"),  and a survey  of  the  Land  prepared  in
  accordance   with  the  most  recent  "Minimum  Standard   Detail
  Requirements  for  Land  Title Surveys" jointly  established  and
  adopted by ALTA and ACSM ("Survey").  Purchaser shall have  until
  September 18, 1996 ("Interim Date") to provide written notice  to
  Seller  of  any matters shown by the Title Commitment  or  Survey
  which  are  not  satisfactory to Purchaser, which notice  ("Title
  Notice") must specify what resolution with respect thereto  shall
  be  satisfactory to Purchaser.  The parties shall then have until
  the Approval Date specified in Section 3.4 to take such steps  as
  they  shall  mutually agree to satisfy Purchaser's  objection(s);
  provided,   however,  that  Seller  shall  have   no   obligation
  whatsoever  to expend or agree to expend any funds, to  undertake
  or  agree  to undertake any obligations or otherwise to  cure  or
  agree  to  cure any title or survey objections, and Seller  shall
  not  be  deemed  to  have any obligation to  cure  unless  Seller
  expressly undertakes such an obligation by a written notice to or
  written  agreement  with Purchaser given or entered  into  on  or
  prior  to  the  Approval Date and which recites  that  it  is  in
  response to a Title Notice.  Purchaser's sole right with  respect
  to any Title Commitment or Survey matter to which it objects in a
  Title  Notice given in a timely manner shall be to  elect  on  or
  before the Approval Date to terminate this Agreement pursuant  to
  Section  3.4  hereof.  All matters shown in the Title  Commitment
  and/or  Survey with respect to which Purchaser fails  to  give  a
  Title  Notice  on or before the last date for so doing,  or  with
  respect to which a timely Title Notice is given but Seller  fails
  to  undertake  an  express obligation to cure as provided  above,
  shall  be  deemed  to  be  approved by  Purchaser  as  "Permitted
  Encumbrances," subject, however, to Purchaser's termination right
  provided in Section 3.4 hereof.
  
  3.3
       3.3       Contracts.  At Closing, Purchaser shall assume the
  service  contract  with Otis Elevator Co.  with  respect  to  the
  Property.  On or before the Interim Date, Purchaser shall  notify
  Seller  in  writing if Purchaser elects not to assume at  Closing
  any  of the other service, maintenance, supply or other contracts
  relating to the operation of the Property which are identified on
  Exhibit 3.3 attached hereto.  If Purchaser does not exercise  its
  right to terminate this Agreement on or before the Approval Date,
  Seller  shall  give  notice of termination  of  such  disapproved
  contract(s) to the vendors under such contracts.
  
       3.4       Purchaser's Right to Terminate.  If, as a result of its
  various investigations, Purchaser determines that the Property is
  not  a suitable investment for its purposes, Purchaser shall have
  the  right by giving Seller written notice ("Termination Notice")
  on  or  before September 25, 1996 ("Approval Date") to  terminate
  its  obligation  to  purchase the Property.  If  the  Termination
  Notice  is  timely given, Seller shall direct the  Title  Company
  promptly  to  return the Deposit to Purchaser and  neither  party
  shall have any further liability hereunder except for Purchaser's
  Indemnity Obligations.
  
       3.5        Confidentiality.  Unless Seller specifically  and
  expressly otherwise agrees in writing, Purchaser agrees that  all
  information  regarding  the Property of  whatsoever  nature  made
  available  to  it by Seller or Seller's agents or representatives
  or   developed   by  Purchaser  ("Proprietary  Information")   is
  confidential  and  shall not be disclosed  to  any  other  person
  except  those  assisting  Purchaser  with  the  transaction,   or
  Purchaser's  lender, if any, and then only upon Purchaser  making
  such   person  aware  of  the  confidentiality  restriction   and
  procuring  such person's agreement to be bound thereby.   In  the
  event  the purchase and sale contemplated hereby fails  to  close
  for  any reason whatsoever, Purchaser agrees to return to Seller,
  or  cause  to  be returned to Seller all Proprietary Information.
  Further,  Purchaser agrees not to use or allow  to  be  used  any
  Proprietary  Information for any purpose other than to  determine
  whether to proceed with the contemplated purchase, or if same  is
  consummated,  in  connection with the operation of  the  Property
  post-Closing.  Notwithstanding any other term of this  Agreement,
  the  provisions of this Section 3.5 shall survive Closing or  the
  termination of this Agreement.
  
  4.         Prior  to Closing.  Until Closing, Seller or  Seller's
  agent shall:
  
       4.1       Insurance.  Keep the Property fully insured against
  fire  and  other hazards covered by extended coverage endorsement
  for the full replacement value of the Property including coverage
  for  the  commercial  standard for  loss  of  rental  income  and
  comprehensive  public  liability  insurance  against  claims  for
  bodily  injury,  death and property damage occurring  in,  on  or
  about the Property.
  
       4.2       Operation.  Operate and maintain the Property in a
  businesslike manner and substantially in accordance with Seller's
  past practices with respect to the Property, and make any and all
  repairs  and  replacements reasonably  required  to  deliver  the
  Property to Purchaser at Closing in its present condition, normal
  wear and tear excepted, provided that in the event of any loss or
  damage  to  the Property as described in Section 7, Seller  shall
  have  an  obligation to Purchaser to repair the Property only  if
  Seller  so elects and then shall be obligated only to the  extent
  specified in Section 7.
  
       4.3        New Contracts.  Enter into only those third party
  contracts which are necessary to carry out its obligations  under
  Section  4.2  and which shall be cancelable on thirty  (30)  days
  written notice without payment of a penalty or termination fee of
  any  kind by reason of such cancellation.  If Seller enters  into
  any  such  contract,  it  shall promptly provide  written  notice
  thereof to Purchaser and unless Purchaser, within seven (7)  days
  thereafter, notifies Seller in writing of its intention to assume
  such  contract, it shall be treated as a contract disapproved  by
  Purchaser under Section 3.3 hereof.
  
       4.4       New Leases.  Continue its present rental program and
  efforts  at the Property to rent vacant space, provided that  (i)
  after  the Approval Date, Seller will not execute any new  leases
  or  amend,  terminate  or accept the surrender  of  any  existing
  tenancies  or approve any subleases without the prior consent  of
  Purchaser,  which  consent  shall not be  unreasonably  withheld,
  except  that  Seller is authorized to accept the  termination  of
  leases at the end of their existing terms; and (ii) in the  event
  that  any  leases are identified on Exhibit 4.4 hereto,  or  that
  Seller  executes any new lease after the Date of this  Agreement,
  and  in  either  event  such lease requires the  construction  of
  tenant  fixtures  or improvements or the payment  of  leasing  or
  brokerage   commission(s)  at  the  expense  of   the   landlord,
  Purchaser,   by   electing   to   proceed   with   the   purchase
  notwithstanding its termination right pursuant to Section 3.4, or
  by  approving  such  lease if executed after the  Approval  Date,
  agrees  to  assume the obligation to pay, and/or  at  Closing  to
  reimburse  Seller  for  the paid portion of,  the  cost  of  such
  improvements and leasing or brokerage commission(s) and any other
  costs  associated  with such Lease unless  Seller  and  Purchaser
  expressly  agree in writing that Seller shall be responsible  for
  any such costs.
  
       4.5       Additional Audits.  Purchaser shall have, in addition
  to  any  inspection or audit rights contained elsewhere  in  this
  Agreement,  the right to conduct a full audit of  the  books  and
  records  of  Seller  relating  to the  operations  and  financial
  results of the Property, in such form and at such time, including
  up  to  270  days  after  Closing, as  Purchaser  may  reasonably
  determine is necessary to comply with applicable securities  laws
  requirements,  including, without limitation, Regulation   210.3-
  14  promulgated  under the Securities Exchange Act  of  1934,  as
  amended.   All  costs  incurred as  a  result  of  a  Purchaser's
  undertaking  such audit shall be borne exclusively by  Purchaser;
  however,  Seller  shall make available such  books,  records  and
  materials  as  may  be reasonably requested by Purchaser  or  its
  accountants  in  order  to conduct such audit.   All  such  audit
  activities shall be conducted at Seller's place of business in  a
  commercially reasonable fashion during normal business hours  and
  upon five (5) days prior written notice from Purchaser to Seller.
  
  5.        Representations and Warranties.
  
       5.1       By Seller.  Seller represents and warrants to Purchaser
  that:
  
            5.1.1          Seller is a corporation duly organized, validly
  existing  and  in good standing under the laws of  the  State  of
  Connecticut, is authorized to do business in the State  of  North
  Carolina,  has  duly authorized the execution and performance  of
  this  Agreement,  and  such execution and  performance  will  not
  violate any material term of its certificate of incorporation  or
  by-laws.
  
            5.1.2          Seller is acting as principal in this transaction
  with authority to close the transaction.
  
            5.1.3          No petition in bankruptcy (voluntary  or
  otherwise), assignment for the benefit of creditors, or  petition
  seeking  reorganization  or arrangement  or  other  action  under
  Federal   or   State  bankruptcy  laws  is  pending  against   or
  contemplated by Seller.
  
            5.1.4          To the best of Seller's knowledge, Seller is not a
  party  to  any currently effective or pending contract, agreement
  or  commitment  to  sell, convey, assign, transfer  or  otherwise
  dispose of all or any portion of the Property.
  
            5.1.5          To the best of Seller's knowledge, Seller has not
  intentionally  withheld from Purchaser any  material  information
  with respect to the Property.
  
            5.1.6          Seller is not a "foreign person" (as defined in
  the Internal Revenue Code and Income Tax Regulations).
  
       5.2       By Purchaser.  Purchaser represents and warrants to
  Seller that:
  
            5.2.1          Purchaser is a corporation duly organized, validly
  existing  and  in good standing under the laws of  the  State  of
  Maryland,  at  Closing will be authorized to do business  in  the
  State  of  North Carolina, has duly authorized the execution  and
  performance of this Agreement, and such execution and performance
  will  not  violate  any  material  term  of  its  certificate  of
  incorporation.
  
            5.2.2          Purchaser is acting as principal in this
  transaction with authority to close the transaction.
  
            5.2.3          No petition in bankruptcy (voluntary  or
  otherwise), assignment for the benefit of creditors, or  petition
  seeking  reorganization  or arrangement  or  other  action  under
  Federal   or   State  bankruptcy  laws  is  pending  against   or
  contemplated by Purchaser.
  
            5.2.4          By the Approval Date, Purchaser will have
  inspected  the Property fully and completely at its  expense  and
  will have ascertained to its satisfaction the extent to which the
  Property    complies    with   applicable    zoning,    building,
  environmental,  health and safety and all other laws,  codes  and
  regulations.
  
            5.2.5          By the Approval Date, Purchaser will have reviewed
  the Leases, contracts, expenses and other matters relating to the
  Property  and,  based  upon its own investigations,  inspections,
  tests  and studies, will have determined whether to purchase  the
  Property  and  to assume Seller's obligations arising  after  the
  Date  of  Closing under the Leases, contracts and otherwise  with
  respect to the Property.
  
            5.2.6          Unless otherwise disclosed to Seller in writing,
  neither  Purchaser nor any affiliate of or principal in Purchaser
  is  other than a citizen of, or partnership, corporation or other
  form  of  legal  person  domesticated in  the  United  States  of
  America.
  
            5.2.7          Purchaser will not use the assets of an employee
  benefit   plan  as  defined  in  Section  3(3)  of  the  Employee
  Retirement Income Security Act of 1974, as amended ("ERISA")  and
  covered  under Title I, Part 4 of ERISA or Section  4975  of  the
  Internal Revenue Code of 1986, as amended, in the performance  or
  discharge of its obligations hereunder, including the acquisition
  of  the  Property.   Purchaser  shall  not  assign  its  interest
  hereunder  to any person or entity which does not expressly  make
  this covenant and warranty for the benefit of Seller.
  
       5.3       Mutual.  Each of Seller and Purchaser represents to the
  other that it has had no dealings, negotiations, or consultations
  with   any  broker,  representative,  employee,  agent  or  other
  intermediary  except The Binswanger Companies (the  "Broker")  in
  connection  with this Agreement or the sale of the Property.   At
  Closing, Seller shall pay to Broker all fees and commissions that
  are  payable  to  Broker pursuant to Seller's separate  agreement
  with  Broker,  and  Purchaser shall not be  responsible  for  the
  payment  to Broker of any such fees and commissions.  Seller  and
  Purchaser  agree that each will indemnify, defend  and  hold  the
  other  free  and harmless from the claims of any other broker(s),
  representative(s),     employee(s),     agent(s)     or     other
  intermediary(ies)   claiming  to  have  represented   Seller   or
  Purchaser,   respectively,  or  otherwise  to  be   entitled   to
  compensation  in connection with this Agreement or in  connection
  with the sale of the Property.
  
  5.4
  
  6.        Costs and Prorations.
  
       6.1       Purchaser's Costs.  Purchaser will pay the following
  costs of closing this transaction:
  
            6.1.1          The fees and disbursements of its counsel,
  inspecting architect, engineer and other consultants, if any;
  
            6.1.2          Any escrow fees and/or escrow closing charges;
  
            6.1.3          The cost of the premium for an ALTA owner's title
  insurance   policy   without   extended   coverage   or   special
  endorsements, issued in connection with this transaction, whether
  pursuant to the Title Commitment or otherwise;
  
            6.1.4          The cost of any title insurance in excess of the
  cost(s)  of  an ALTA owner's policy without extended coverage  or
  special  endorsements, including any additional premium charge(s)
  for  endorsements and/or deletion(s) of exception items  and  any
  cancellation charge(s) imposed by any title company in the  event
  a  title  insurance policy is not issued, unless  caused  by  the
  default of Seller hereunder;
  
            6.1.5          All recording fees; and
  
            6.1.6          Any other expense(s) incurred by Purchaser or its
  representative(s)  in inspecting or evaluating  the  Property  or
  closing this transaction.
  
       6.2       Seller's Costs.
  
            Seller will pay:
  
            6.2.1          Transfer taxes;
  
            6.2.2          The cost of the title exam fee of the Property in
  connection with the Title Commitment;
  
            6.2.3          The cost of the Survey;
  
            6.2.4          The broker's fee to Broker to the extent any such
  fee  is  payable  pursuant  to Seller's separate  agreement  with
  Broker; and
  
            6.2.5          Legal fees incurred by Seller in closing this
  transaction.
  
       6.3       Prorations.  Rents and any other amounts payable by
  tenants and actually collected as of the Date of Closing shall be
  prorated  as  of the Date of Closing and be adjusted against  the
  Purchase  Price on the basis of a schedule (the "Rent  Schedule")
  which  shall  be  prepared by Seller and delivered  to  Purchaser
  pursuant  to Section 9.2.11.  The Rent Schedule shall  set  forth
  the  rent and other amounts paid and the rents and other  amounts
  due  but  not yet paid for the then current payment period  under
  each   of  the  Leases.   Personal  property  taxes,  installment
  payments  of  special  assessment  liens,  vault  charges,  sewer
  charges, utility charges and normally prorated operating expenses
  actually  paid  or  payable as of the Date of  Closing  shall  be
  prorated  as  of  the  Date of Closing and adjusted  against  the
  Purchase  Price, provided that within sixty (60) days  after  the
  Closing, Purchaser and Seller will make a further adjustment  for
  such  rents,  taxes  or charges which may have  accrued  or  been
  incurred prior to the Date of Closing, but not collected or  paid
  at  that  date.  In addition, within ninety (90) days  after  the
  close  of the fiscal year(s) used in calculating the pass-through
  to  tenants  of operating expenses under the Leases  (where  such
  fiscal  year(s)  include(s)  the Date  of  Closing),  Seller  and
  Purchaser shall, upon the request of either, re-prorate on a fair
  and  equitable  basis in order to adjust for the  effect  of  any
  credits  or payments due to or from tenants for periods prior  to
  the  Date of Closing.  All prorations shall be made on a 360  day
  calendar year basis, 30 days to the month.
  
       6.4        Taxes.   General real estate  taxes  and  special
  assessments relating to the Property payable during the  year  in
  which Closing occurs shall be prorated as of the Date of Closing.
  If  Closing  shall  occur  before the actual  taxes  and  special
  assessments payable during such year are known, the apportionment
  of  taxes  shall  be  upon the basis of taxes  for  the  Property
  payable during the immediately preceding year, provided that,  if
  the  taxes  and special assessments payable during  the  year  in
  which Closing occurs are thereafter determined to be more or less
  than  the  taxes  payable during the preceding  year  (after  any
  appeal  of  the assessed valuation thereof is concluded),  Seller
  and Purchaser promptly (but no later than the date that is thirty
  (30)  days  from and after the date that the final  invoices  for
  taxes  for  the  Property  are issued by  the  applicable  taxing
  authority(ies)  except  in the case of an  ongoing  tax  protest)
  shall  adjust the proration of such taxes and special assessments
  and  Seller  or Purchaser, as the case may be, shall pay  to  the
  other any amount required as a result of such adjustment and this
  covenant  shall not merge with the deed delivered  hereunder  but
  shall survive the Closing.
  
       6.5       In General.  Any other costs or charges of closing this
  transaction not specifically mentioned in this Agreement shall be
  paid  and  adjusted  in accordance with local custom  in  Forsyth
  County, North Carolina.
  
       6.6        Purpose and Intent.  Except as expressly provided
  herein, the purpose and intent as to the provisions of prorations
  and  apportionments set forth in this Section 6 and elsewhere  in
  this  Agreement  is  that  Seller  shall  bear  all  expenses  of
  ownership  and  operation of the Property and shall  receive  all
  income therefrom accruing through midnight at the end of the  day
  preceding the Closing and Purchaser shall bear all such  expenses
  and receive all such income accruing thereafter.
  
  7.        Damage, Destruction or Condemnation.
  
       7.1       Material Event.  If, prior to Closing, a portion of the
  net rentable area of the building(s) or of the parking spaces  on
  the Property having a replacement value of $500,000.00 or more or
  all  access  to the Property is rendered completely untenantable,
  or is destroyed or taken under power of eminent domain, Purchaser
  may elect to terminate this Agreement by giving written notice of
  its  election to Seller within fourteen (14) days after receiving
  notice of such destruction or taking.  If Purchaser does not give
  such  written  notice within such fourteen (14) day period,  this
  transaction shall be consummated on the date and at the  Purchase
  Price  provided  for  in  Section 2, and Seller  will  assign  to
  Purchaser  all proceeds of any insurance policy(ies)  payable  to
  Seller,  or Seller's portion of any condemnation award,  in  both
  cases, up to the amount of the Purchase Price, and, if an insured
  casualty, pay to Purchaser the amount of any deductible  but  not
  to exceed the amount of the loss.
  7.2
       7.2       Immaterial Event.  If, prior to Closing a portion of
  the net rentable area of the building(s) or of the parking spaces
  on   the  Property  having  a  replacement  value  of  less  than
  $500,000.00 is rendered completely untenantable or is  destroyed,
  or  is taken under power of eminent domain, Purchaser shall close
  this transaction on the Date of Closing and at the Purchase Price
  agreed upon in Section 2, and Seller will assign to Purchaser all
  proceeds of any insurance policies payable to Seller, or Seller's
  portion  of  any  condemnation award, in both cases,  up  to  the
  amount of the Purchase Price and, if an insured casualty, pay  to
  Purchaser  the  amount of any deductible but not  to  exceed  the
  amount of the loss.
  
       7.3       Termination and Return of Deposit.  If Purchaser elects
  to  terminate this Agreement pursuant to this Section 7,  and  if
  Purchaser is not, on the date of such election, in default  under
  this Agreement, Seller shall promptly direct the Title Company to
  return  the Deposit to Purchaser, and thereafter, neither  Seller
  nor  Purchaser  shall have any obligation or liability  hereunder
  (provided  that Purchaser's Indemnity Obligations  shall  survive
  without  limitation  as  to time), and Purchaser  shall  have  no
  interest in the Property.
  
  8.        Notices.
  
       Any notice required or permitted to be given hereunder shall
  be deemed to be given when hand delivered or one (1) business day
  after pickup by Emery Air Freight, Airborne, Federal Express,  or
  similar  overnight express service, in either case  addressed  to
  the parties at their respective addresses referenced below:
  
  If to Seller:       Aetna Life Insurance Company
                      c/o Asset Management & Sales, IG40
                      242 Trumbull Street
                      Hartford, Connecticut  06156
  
       Attention:     Mr. William C. Eller
                      Phone No.: (860) 275-3234
                      Fax No.: (860) 275-4751
  
  With a copy to:     Powell, Goldstein, Frazer & Murphy
                      191 Peachtree Street
                      16th Floor
                      Atlanta, Georgia 30303
  
       Attention:     Joann G. Jones, Esq.
                      Phone No.:  (404) 255-7549
                      Fax No.:  (404) 572-6999
  
  With a copy to:     Law & Regulatory Affairs
                      Aetna Life & Casualty
                      151 Farmington Avenue, RE4C
                      Hartford, Connecticut  06156-9646
  
       Attention:     Real Estate
                      Phone No.: (860) 273-1389
                      Fax No.: (860) 273-1548
  
  If to Purchaser:    Parkway Properties, Inc.
                      300 One Jackson Place
                      188 East Capitol Street
                      Jackson, Mississippi 39201-2195
  
       Attention:     Mr. David R. Fowler
                      Phone No.: (601) 948-4091
                      Fax No.: (601) 949-4077
  
  With a copy to:     Forman, Perry, Watkins & Krutz, PLLC
                      1200 One Jackson Place
                      188 East Capitol Street
                      Jackson, Mississippi  39225-2608
  
       Attention:     Steven M. Hendrix, Esq.
                      Phone No.: (601) 960-8603
                      Fax No.: (601) 960-8613
  
  or  in  each case to such other address as either party may  from
  time  to time designate by giving notice in writing to the  other
  party.   Telephone  and facsimile numbers are  for  informational
  purposes  only.  Effective notice will be deemed  given  only  as
  provided above.
  
  9.        Closing and Escrow.
  
       9.1       Escrow Instructions.  Upon execution of this Agreement,
  the  parties  shall  deliver  an  executed  counterpart  of  this
  Agreement  to  the Title Company to serve as the instructions  to
  the  Title Company as the escrow holder for consummation  of  the
  transaction contemplated herein.  Seller and Purchaser  agree  to
  execute such additional and supplementary escrow instructions  as
  may be appropriate to enable the Title Company to comply with the
  terms  of this Agreement, provided, however that in the event  of
  any  conflict  between the provisions of this Agreement  and  any
  supplementary escrow instructions, the terms of the supplementary
  escrow instructions shall prevail.
  
       9.2       Seller's Deliveries.  Seller shall deliver either at
  the   Closing  or  by  making  available  at  the  Property,   as
  appropriate, the following original documents, each executed and,
  if required, acknowledged:
  
            9.2.1          A special warranty deed to the Property, in the
  form attached hereto as Exhibit 9.2.1.
  
            9.2.2          A bill of sale in the form attached hereto as
  Exhibit 9.2.2 conveying the Personal Property.
  
            9.2.3          (i) The Leases described in Section 1.1.6 which
  are still in effect as of Closing and any new leases entered into
  pursuant  to Section 4.4;  (ii) a current listing of  any  tenant
  security  deposits and prepaid rents held by Seller with  respect
  to  the  Property; (iii) an assignment of such leases,  deposits,
  and  prepaid  rents  by  way  of  an  assignment  and  assumption
  agreement  in  the  form attached hereto as  Exhibit  9.2.3;  and
  (iv)  all files with respect to Leases and tenants thereunder  at
  the Property and all lease files with respect to the Property  in
  Seller's possession and located in Seller's Hartford, Connecticut
  offices.
  
            9.2.4          (i) Copies of all contracts relating to the
  Property which Purchaser has elected to assume or which  are  not
  terminable by Seller on or before the date of Closing;  and  (ii)
  an  assignment  of  such  contracts to Purchaser  by  way  of  an
  assignment and assumption agreement, in the form attached  hereto
  as Exhibit 9.2.4.
  
            9.2.5          If requested by Purchaser, an assignment to
  Purchaser of Seller's right, title and interest, if any,  in  the
  name  One  Triad  Park, in the form attached  hereto  as  Exhibit
  9.2.5.
  
            9.2.6          An assignment of all transferable warranties and
  guarantees  then  in  effect,  if  any,  with  respect   to   the
  improvements   located  on  the  Property  or  any   repairs   or
  renovations  to  such  improvements and Personal  Property  being
  conveyed  hereunder,  which assignment is in  the  form  attached
  hereto as Exhibit 9.2.6.
  
            9.2.7          All books and records at the Property held by or
  for  the  account of Seller, including without limitation,  plans
  and specifications and lease applications, as available.
  
            9.2.8          An affidavit pursuant to the Foreign Investment
  and  Real Property Tax Act in the form attached hereto as Exhibit
  9.2.8.
  
            9.2.9          A corporate authorization in the form attached
  hereto as Exhibit 9.2.9.
  
            9.2.10     An incumbency affidavit in the form attached hereto as
  Exhibit 9.2.10.
  
            9.2.11     The Rent Schedule prepared pursuant to Section 6.3
  hereof.
  
            9.2.12     A closing statement and acknowledgements setting forth
  all  prorations and credits and other matters handled outside  of
  Closing.
  
            9.2.13     A Seller's Affidavit in the form attached hereto as
  Exhibit 9.2.13 as well as any other documents reasonably required
  by the Title Company.
  
            9.2.14     A broker's receipt executed by the Broker.
  
            9.2.15     Tenant Estoppels (as hereinafter defined) in
  accordance with the following terms and conditions:  Seller shall
  use  commercially reasonable efforts to deliver to Purchaser  (i)
  at or prior to Closing tenant estoppel certificates acceptable to
  Purchaser ("Tenant Estoppels") from each of the tenants occupying
  space  at  the  Property as of the date hereof under  the  Leases
  except  for  the tenant, Womble, Carlyle, Sandridge &  Rice,  and
  (ii)  at  or  prior to the Approval Date a Tenant  Estoppel  from
  Womble,  Carlyle, Sandridge & Rice.  A Tenant Estoppel  shall  be
  deemed  acceptable to Purchaser if, with respect to  all  tenants
  other than Womble, Carlyle, Sandridge & Rice, the Tenant Estoppel
  is  substantially in the form attached hereto as Exhibit 9.2.15a,
  or  if  not  in  such  form,  if  the  Tenant  Estoppel  contains
  substantially  the  same  information as  set  forth  in  Exhibit
  9.2.15a.   With respect to the tenant, Womble, Carlyle, Sandridge
  &  Rice,  the  Tenant Estoppel from such tenant shall  be  deemed
  acceptable  to  Purchaser if the Tenant Estoppel is substantially
  in the form attached hereto as Exhibit 9.2.15b, or if not in such
  form,  if  the  Tenant Estoppel contains substantially  the  same
  information as set forth in Exhibit 9.2.15b.  Seller shall not be
  in  default  under  this  Agreement for  failing  to  deliver  to
  Purchaser  at  or prior to Closing or the Approval Date,  as  the
  case  may be, Tenant Estoppels from each of the tenants occupying
  space at the Property as of the date hereof under the Leases, but
  (i)  it  shall be a condition precedent to Purchaser's obligation
  to  purchase the Property at Closing that Purchaser receive at or
  prior  to Closing a Tenant Estoppel executed by Southern National
  Bank of North Carolina and (ii) with respect to Item (vii) of the
  form of Tenant Estoppel for Womble, Carlyle, Sandridge & Rice, it
  shall  be  in Purchaser's sole discretion whether to  accept  the
  Tenant  Estoppel  if  such Item is deleted or  modified  by  such
  tenant,  provided, however, that if Purchaser does not  terminate
  this Agreement on or before Approval Date pursuant to Section 3.4
  thereafter,  such Tenant Estoppel shall be deemed  acceptable  to
  Purchaser  and Purchaser shall have waived any and all  right  to
  object to such Tenant Estoppel, its form or content.
  
       9.3       Purchaser's Deliveries.  At the Closing, Purchaser
  shall  (i)  pay Seller the Purchase Price; and (ii)  execute  and
  deliver  the  agreements  referred  to  in  Sections  9.2.3(iii),
  9.2.4(ii) and 9.2.6 and the ERISA certificate attached hereto  as
  Exhibit 9.3.
  
       9.4       Possession.  Purchaser shall be entitled to possession
  of the Property upon conclusion of the Closing.
  
       9.5       Insurance.  Seller shall terminate its policies of
  insurance  as of noon on the Date of Closing and Purchaser  shall
  be responsible for obtaining its own insurance thereafter.
  
       9.6       Utility Service and Deposits.  Seller shall be entitled
  to  the  return of any deposit(s) posted by it with  any  utility
  company  and Purchaser shall notify each utility company  serving
  the Property to terminate Seller's account, effective at noon  on
  the Date of Closing.
  
       9.7       Notice Letters.  Subsequent to Closing, Seller shall
  provide  to  Purchaser  one  original  of  the  form  letters  to
  contractors  and  utility  companies  serving  the  Property  and
  tenants  at the Property in the forms attached hereto as Exhibits
  9.7(i), 9.7(ii), and 9.7(iii) respectively, advising them of  the
  sale of the Property to Purchaser and directing to Purchaser  all
  bills  for the services provided to the Property or rent, as  the
  case may be, on and after the Date of Closing.
  
       9.8        Post-Closing  Collections.  Purchaser  shall  use
  reasonable  efforts  during the six (6) month period  immediately
  following  the Date of Closing to collect and promptly  remit  to
  Seller  rents  or  other amounts payable by tenants  (except  for
  rents  payable  by  Rudolph Travel) during the  period  prior  to
  Closing.   Purchaser  shall apply such  rents  or  other  amounts
  received  first  to  Seller to satisfy  unpaid  rents  and  other
  amounts  due but not paid as of the Date of Closing for the  then
  current  (as  of  the Date of Closing) payment period  under  the
  Leases;  second to Purchaser to satisfy such tenants' obligations
  for the payment period during which collection occurred; third to
  Seller  to  satisfy  unpaid rents and other  amounts  which  were
  thirty  (30)  days or less in arrears as of the Date of  Closing;
  fourth to Seller to satisfy unpaid rents and other amounts  which
  were  more  than thirty (30) days in arrears as of  the  Date  of
  Closing;  and  fifth the balance to Purchaser  to  satisfy  other
  rental obligations of such tenants to Purchaser.  From and  after
  Closing,  Seller shall be entitled to take such steps,  including
  the  right  to  file  suit, as Seller in its  sole  and  absolute
  discretion  deems necessary or appropriate, to collect  any  sums
  due  and owing by tenants to Seller for periods prior to Closing,
  excepting  only  the  right to dispossess  any  tenant  still  in
  possession of its further right to occupy the premises demised to
  it  under  its  lease  or other occupancy  agreement.   Purchaser
  agrees, at no cost to Purchaser, to cooperate with Seller in  any
  manner reasonably requested by Seller in connection with any such
  collection  effort.   The provisions of this  Section  9.8  shall
  survive Closing.
  
  10.       Default; Failure of Condition.
  
       10.1      Purchaser Default.  If Purchaser shall become in breach
  of  or  default  under this Agreement and the breach  or  default
  continues  beyond  the  expiration of the cure  period,  if  any,
  provided in Section 11.6 hereof, the Deposit shall be retained by
  Seller  as liquidated damages, and both parties shall be relieved
  of  and released from any further liability hereunder except  for
  Purchaser's  Indemnity Obligations.  Seller and  Purchaser  agree
  that  the  Deposit is a fair and reasonable amount to be retained
  by  Seller as agreed and liquidated damages in light of  Seller's
  removal of the Property from the market and the costs incurred by
  Seller and shall not constitute a penalty or a forfeiture.
  
       10.2      Seller Default.  If Seller shall refuse or fail to
  convey the Property as herein provided for any reason other  than
  (i) a default by Purchaser and the expiration of the cure period,
  if any, provided under Section 11.6 hereof, (ii) the existence of
  a  Pending  Default  (as defined in and contemplated  by  Section
  11.6),  or  (iii)  any  other provision of this  Agreement  which
  permits  Seller to terminate this Agreement or otherwise relieves
  Seller of the obligation to convey the Property, Purchaser  shall
  elect  as  its  sole  remedy hereunder either  to  terminate  the
  Agreement  and  recover  the Deposit or to  enforce  specifically
  Seller's  obligations to convey the Property,  provided  that  no
  such  action in specific performance shall seek to require Seller
  to  take  any  action  in  addition  to  that  required  by  this
  Agreement.
  
       10.3      Failure of Condition.  If after the Approval Date but
  prior  to  Closing,  Seller discloses to Purchaser  or  Purchaser
  discovers  that (i) title to the Property is subject to  defects,
  limitations or encumbrances other than Permitted Encumbrances, or
  (ii)  any representation or warranty of Seller contained in  this
  Agreement is or, as of the Date of Closing, will be untrue,  then
  Purchaser  shall  promptly  give Seller  written  notice  of  its
  objection  thereto.  In such event, Seller may elect to  postpone
  the  Closing  for  thirty  (30) days and  attempt  to  cure  such
  objection.   The parties acknowledge and agree that Seller  shall
  have no obligation to cure any objection.  If Purchaser fails  to
  waive the objection within ten (10) days after notice from Seller
  that  Seller  will  not cure the objection, this  Agreement  will
  terminate  automatically  and Seller shall  promptly  direct  the
  Title  Company to return the Deposit to Purchaser, provided  that
  Purchaser  shall not be in default hereunder, and  neither  party
  shall  have  any  liability to the other except for  "Purchaser's
  Indemnity   Obligations"  and  Purchaser's  obligations   as   to
  confidentiality  set  forth  in  Section  3.6  hereof.   For  the
  purposes  of  this  Agreement, any title  defect,  limitation  or
  encumbrance  other than a Permitted Encumbrance shall  be  deemed
  cured  if  the Title Company or another title company  reasonably
  acceptable  to  Purchaser and authorized to do  business  in  the
  State of North Carolina will agree to issue an ALTA owner's title
  insurance  policy  to  Purchaser for the  Purchase  Price,  which
  policy  takes  no  exception  for  such  defect,  limitation   or
  encumbrance  and is issued for no additional premium  or  for  an
  additional  premium  if  Seller agrees  to  pay  such  additional
  premium upon Closing.
  
  11.       Miscellaneous.
  
       11.1      Entire Agreement.   This Agreement, together with the
  Exhibits  attached  hereto,  all of  which  are  incorporated  by
  reference,  is  the  entire agreement between  the  parties  with
  respect   to  the  subject  matter  hereof,  and  no  alteration,
  modification or interpretation hereof shall be binding unless  in
  writing and signed by both parties.
  
       11.2      Severability.  If any provision of this Agreement or
  application to any party or circumstances shall be determined  by
  any   court   of   competent  jurisdiction  to  be   invalid   or
  unenforceable to any extent, the remainder of this  Agreement  or
  the   application   of  such  provision   to   such   person   or
  circumstances, other than those as to which it is  so  determined
  invalid or unenforceable, shall not be affected thereby, and each
  provision  hereof  shall be valid and shall be  enforced  to  the
  fullest extent permitted by law.
  
       11.3      Applicable Law.  Exclusive of principles of conflicts
  of  laws,  this  Agreement  shall be construed  and  enforced  in
  accordance with the laws of the State of North Carolina.
  
       11.4      Assignability.  Purchaser may not assign this Agreement
  without  first  obtaining  Seller's  written  consent,  provided,
  however,  Purchaser shall have the right to assign this Agreement
  to a wholly-owned subsidiary of Parkway Properties, Inc., without
  the  consent of Seller.  Any assignment in contravention of  this
  provision  shall be void.  No assignment shall release  Purchaser
  herein  named  from  any  obligation  or  liability  under   this
  Agreement.  Any permitted assignee shall be deemed to  have  made
  any  and  all  representations and warranties made  by  Purchaser
  hereunder, as if the assignee were the original signatory hereto.
  
       11.5      Successors Bound.  This Agreement shall be binding upon
  and  inure  to  the  benefit of Purchaser and  Seller  and  their
  successors and permitted assigns.
  
       11.6      Breach.  Should either party be in breach of or default
  under  or otherwise fail to comply with any of the terms of  this
  Agreement,  except as otherwise provided in this  Agreement,  the
  complying  party shall have the option to cancel  this  Agreement
  upon  ten  (10)  days written notice to the other  party  of  the
  alleged  breach  and  failure by such other party  to  cure  such
  breach within such ten (10) day period.  The non-defaulting party
  shall  promptly  notify the defaulting party in  writing  of  any
  alleged  default upon obtaining knowledge thereof.  The  Date  of
  Closing  shall be extended to the extent necessary to afford  the
  defaulting  party the full ten-day period within  which  to  cure
  such default; provided, however, that the failure or refusal by a
  party  to  perform  on the scheduled Date of Closing  (except  in
  respect of a Pending Default by the other party) shall be  deemed
  to  be an immediate default without the necessity of notice;  and
  provided  further, that if the Date of Closing  shall  have  been
  once extended as a result of default by a party, such party shall
  be  not  be  entitled to any further notice or cure  rights  with
  respect  to  that  or any other default.  For  purposes  of  this
  Section  11.6, a "Pending Default" shall be a default  for  which
  (i)  written  notice was given by the non-defaulting  party,  and
  (ii)  the  cure  period  extends beyond  the  scheduled  Date  of
  Closing.
  
       11.7      No Public Disclosure.  Except as may be required by
  law,  Purchaser shall make no public disclosure of the  terms  of
  this  transaction  without the prior written consent  of  Seller,
  except  that Purchaser may discuss the transaction in  confidence
  with proposed joint venturers or prospective mortgagees.
  
       11.8      Captions.  The captions in this Agreement are inserted
  only  as a matter of convenience and for reference and in no  way
  define,  limit  or  describe the scope of this Agreement  or  the
  scope or content of any of its provisions.
  
       11.9       Attorney's Fees.  In the event of any  litigation
  arising  out  of  this Agreement, the prevailing party  shall  be
  entitled to reasonable attorney's fees and costs.
  
       11.10           No Partnership.  Nothing contained  in  this
  Agreement  shall  be construed to create a partnership  or  joint
  venture between the parties or their successors in interest.
  
       11.11          Time of Essence.  Time is of the essence of this
  Agreement.
  
       11.12          Counterparts.  This Agreement may be executed and
  delivered  in  any  number  of counterparts,  each  of  which  so
  executed and delivered shall be deemed to be an original and  all
  of which shall constitute one and the same instrument.
  
       11.13          Recordation.  Purchaser and Seller agree not to
  record this Agreement or any memorandum hereof.
  
       11.14          Proper Execution.  The submission by Seller to
  Purchaser  of this Agreement in unsigned form shall be deemed  to
  be  a submission solely for Purchaser's consideration and not for
  acceptance and execution.  Such submission shall have no  binding
  force  and effect, shall not constitute an option, and shall  not
  confer  any rights upon Purchaser or impose any obligations  upon
  Seller,  irrespective of any reliance thereon, change of position
  or  partial  performance.   The  submission  by  Seller  of  this
  Agreement for execution by Purchaser and the actual execution and
  delivery thereof by Purchaser to Seller shall similarly  have  no
  binding force and effect on Seller unless and until Seller  shall
  have  executed  this Agreement and the Deposit  shall  have  been
  received  by  the Title Company and a counterpart  thereof  shall
  have been delivered to Purchaser.
  
       11.15          Tax Protest.  If as a result of any tax protest or
  otherwise any refund or reduction of any real property  or  other
  tax  or assessment relating to the Property during the period for
  which,  under the terms of this Agreement, Seller is responsible,
  Seller shall be entitled to receive or retain such refund or  the
  benefit  of  such  reduction, less equitable  prorated  costs  of
  collection.
  
       11.16     Seller Committee Approval.  This Agreement is, and
  any  amendments hereto shall be, subject to approval by  Seller's
  Investment   Committee   and   the   Portfolio   Manager   having
  responsibility for the Property.  Seller shall provide  Purchaser
  with  written  notice  of  the  approval  or  rejection  of  this
  Agreement  by the Investment Committee and the Portfolio  Manager
  on  or  before  September 19, 1996.  For  purposes  hereof,  such
  notice may be given by facsimile transmission.  In the event that
  Seller provides Purchaser with written notice of the rejection of
  this  Agreement  by Seller's Investment Committee  and  Portfolio
  Manager, then (i) Seller shall reimburse Purchaser, after written
  request  by Purchaser therefor, for the third party out-of-pocket
  costs  incurred  by  Purchaser in inspecting  and  reviewing  the
  Property  and  in negotiating this Agreement, provided,  however,
  that  Purchaser  shall  provide Seller with  written,  verifiable
  evidence  supporting such costs, and the costs for  which  Seller
  shall  be  responsible  to Purchaser for reimbursement  hereunder
  shall   not   exceed   Fifteen  Thousand   and   No/100   Dollars
  ($15,000.00),  and (ii) the Title Company shall  be  directed  to
  refund  the  Deposit  to  Purchaser,  and  this  Agreement  shall
  terminate  and  be  of  no further force or effect,  except  with
  respect to obligations and liabilities that by the express  terms
  hereof survive any termination of this Agreement.
  
  Initial:       Seller __________        Purchaser __________
  
        11.17      Purchaser's Board Approval.  This Agreement  is,
  and  any  amendments  hereto shall be,  subject  to  approval  by
  Purchaser's  Board  of  Directors.  Purchaser  shall  obtain  the
  approval  or  disapproval  of  its Board  of  Directors  of  this
  Agreement on or before the Approval Date.
  
       11.18     Best Knowledge; Received Written Notice.  Whenever
  a  representation  or warranty is made in this Agreement  on  the
  basis  of the best of knowledge of Seller, or whether Seller  has
  received written notice, such representation and warranty is made
  with  the exclusion of any facts disclosed to or otherwise  known
  by  Purchaser, and is made solely on the basis of the actual,  as
  distinguished  from implied, imputed and constructive,  knowledge
  on the date that such representation or warranty is made, without
  inquiry  or investigation or duty thereof, of William  C.  Eller,
  the  officer  of Seller having responsibility for the  management
  and  sale  of  the Property without attribution to such  specific
  officer  of  facts  and  matters otherwise  within  the  personal
  knowledge of any other officers or employees of Seller  or  third
  parties,  including,  but not limited to,  tenants  and  property
  managers of the Property.
  
        11.19      Survival  and Limitation of Representations  and
  Warranties.   The  representations and warranties  set  forth  in
  Section 5.1 shall survive the Closing but written notification of
  any  claim arising therefrom, including claims of fraud, must  be
  received by Seller within one (1) year of the Date of Closing  or
  such  claim  shall  be forever barred and Seller  shall  have  no
  liability with respect thereto.  The aggregate liability  of  the
  Seller with respect to all claims hereunder shall not exceed  One
  Hundred   Fifty   Thousand  and  No/100  Dollars   ($150,000.00),
  provided,  however,  any  claim of  fraud  brought  by  Purchaser
  against  Seller  hereunder in which Purchaser  is  successful  in
  obtaining  judgment against Seller shall not  be  capped  by  the
  foregoing liability limitation.
  
       11.20     Time to Execute and Deliver.  This Agreement shall
  be  void  if  one fully executed copy is not received by  Seller,
  along with confirmation that the Deposit has been received by the
  Title  Company,  on or before 5:00 p.m. E.D.T.  on  September  6,
  1996.
  
        IN WITNESS WHEREOF, Purchaser and Seller have executed this
  Agreement on the date set forth below, effective as of  the  date
  set forth above.
  
                           SELLER:
  
                           AETNA LIFE INSURANCE COMPANY,
                           a Connecticut corporation
  
  Date: __________, 1996   By:
                           Printed name:
                           Its:
  
                           PURCHASER:
  
                           PARKWAY PROPERTIES, INC.,
                           a Maryland corporation
  
  Date: __________, 1996   By:
                           Printed name:
                           Its:
  
       An original, fully executed copy of this Agreement, together
  with the Deposit, have been received by the Title Company's agent
  this ___ day of ______________, 1996, and by execution hereof the
  Title Company's agent hereby covenants and agrees to be bound  by
  the terms of this Agreement.  The Title Company is authorized  to
  place  the  date of its execution of this Agreement on the  Title
  Page  and  on  Page  1  of this Agreement as  the  Date  of  this
  Agreement.
  
                           TITLE COMPANY:
  
                           COMMONWEALTH LAND TITLE INSURANCE COMPANY
  
                           By:
                           Printed name:
                           Its:
  
                           EXHIBIT 1.1.1
                         LEGAL DESCRIPTION
  
  ALL OF THAT PROPERTY BEING KNOWN AND DESIGNATED as Lot 1 as shown
  on  the Map of Triad Park as recorded in Plat Book 30, Page 40 in
  the  Office  of  the Register of Deeds of Forsyth  County,  North
  Carolina, reference to which is hereby made for a more particular
  description.  Also being a portion of Parcel 16 as shown  on  map
  of  Central Downtown Proj. No. N.C. R-55 as recorded in Plat Book
  28, Page 121, Forsyth County Registry.
  
  Together  with permanent and exclusive easement entitled  "Office
  Building Lobby Extension" and identified as Easement "C"  on  the
  Map  of  Triad Park recorded in Plat Book 30 at Page 40,  Forsyth
  County Registry.
  
  Together  with  the easements and parking rights granted  by  the
  City  of  Winston-Salem  to  Dudley Webb  &  Companies,  a  North
  Carolina   corporation  (the  "Developer")  in  the   Development
  Agreement dated February 12, 1985, as amended, which is  recorded
  in  Book  1624  at  Pages 2191 and 2295, in  the  Office  of  the
  Register  of  Deeds  of  Forsyth County,  North  Carolina,  which
  easements  and parking rights were assigned by the  Developer  to
  Webb/Winston-Salem  Ventures, 100 Limited  Partnership,  a  North
  Carolina  Limited Partnership, by instrument dated September  30,
  1987, and recorded in Book 1624 at Page 4003 in the Office of the
  Register of Deeds of Forsyth County, North Carolina.
  
                           EXHIBIT 1.1.3
                   INVENTORY OF PERSONAL PROPERTY
  
        The  items  set  forth  on the inventory  attached  hereto,
  together  with  any  and all other personal property,  machinery,
  apparatus,  and  equipment  owned by  Seller,  and  used  in  the
  operation,  repair and maintenance of the Land  and  Improvements
  and  located at One Triad Park, Winston-Salem, North Carolina  as
  of the Date of Closing.
  
                      [see attached inventory]
  
                           EXHIBIT 1.1.6
              SCHEDULE OF LEASES AND SECURITY DEPOSITS
  
                           [see attached]
  
                            EXHIBIT 3.2
                          TITLE COMMITMENT
  
                           [see attached]
  
                            EXHIBIT 3.3
                       SCHEDULE OF CONTRACTS
  
                           [see attached]
  
                            EXHIBIT 4.4
        EXISTING LEASES FOR WHICH PURCHASER IS RESPONSIBLE
                FOR BUILD-OUT COSTS AND COMMISSIONS
  
  Leasing Commissions
  
       None, outside of the Leases.
  
  Tenant Improvement Obligations
  
  Tenant:   Womble, Carlyle, Sandridge & Rice
  Amount:   $575,000.00
  Delivery
  Date:     July 1, 1997
  Allowance  is  to  be  provided  to  Lessee  by  Lessor  for  the
  refurbishment  of  the  existing tenant improvements  within  the
  Premises.
  
                           EXHIBIT 9.2.1
                       SPECIAL WARRANTY DEED
  
  STATE OF CONNECTICUT
  
  COUNTY OF HARTFORD
  
        AETNA  LIFE  INSURANCE  COMPANY, a Connecticut  corporation
  ("Grantor"), whose address is c/o Asset Management & Sales, IG40,
  242   Trumbull  Street,  Hartford,  Connecticut,   for   and   in
  consideration of the sum of Ten and No/100 Dollars ($10.00)  paid
  to Grantor and other good and valuable consideration, the receipt
  and sufficiency of which are hereby acknowledged, has, subject to
  the exceptions hereinafter set forth, GRANTED, SOLD, and CONVEYED
  and  does hereby GRANT, SELL, and CONVEY unto PARKWAY PROPERTIES,
  INC.,  a Maryland corporation ("Grantee"), whose address  is  300
  One Jackson Place, 188 East Capitol Street, Jackson, Mississippi,
  certain land located in Forsyth County, North Carolina, and being
  more  particularly  described in Exhibit A  attached  hereto  and
  incorporated  herein by reference, together with all improvements
  located   on   such  land  (such  land  and  improvements   being
  collectively referred to as the "Property").
  
        This conveyance is made and accepted subject to all matters
  set  out in Exhibit B attached hereto and incorporated herein  by
  reference.
  
        TO  HAVE AND TO HOLD the Property, together with all rights
  and  appurtenances pertaining thereto, including all of Grantor's
  right, title and interest in and to adjoining streets, alleys and
  rights-of-way, unto Grantee and Grantee's successors, heirs,  and
  assigns  forever;  and Grantor does hereby bind  itself  and  its
  successors  and heirs to warrant and forever defend the  Property
  unto  Grantee  and  Grantee's  successors,  heirs,  and  assigns,
  against every person whomsoever lawfully claiming or to claim the
  same  or any part thereof by, through, or under Grantor, but  not
  otherwise.
  
       Notwithstanding any provision to the contrary, Grantor makes
  no  warranties of any nature or kind, whether statutory,  express
  or  implied,  with  respect  to the  physical  condition  of  the
  Property (including, without limitation, any and all improvements
  located thereon and/or comprising a part thereof), and Grantee by
  its acceptance of this Deed accepts the physical condition of the
  property "AS IS, WITH ALL FAULTS."
  
       Executed as of this _______ day of __________, 1996.
  
                                AETNA LIFE INSURANCE COMPANY,
                                a Connecticut corporation
  
                                By:
                                Printed name:
                                Its:
  
  [CORPORATE SEAL]
                * [CONFORM TO LOCAL REQUIREMENTS] *
  
  STATE OF CONNECTICUT
  
  COUNTY OF HARTFORD
  
        This instrument was acknowledged before me on ________  __,
  199__,  by  ________________________________, ___________________
  of  Aetna  Life Insurance Company, a Connecticut corporation,  on
  behalf of said corporation.
  
                                Notary Public
  
                                My Commission Expires:
                                Printed Name of Notary:
  
                           EXHIBIT 9.2.2
                            BILL OF SALE
  
        For valuable consideration, the receipt and sufficiency  of
  which  are  hereby acknowledged, AETNA LIFE INSURANCE COMPANY,  a
  Connecticut  corporation ("Seller"), hereby  conveys  to  PARKWAY
  PROPERTIES,  INC., a Maryland corporation ("Purchaser"),  all  of
  Seller's right, title and interest in and to those certain  items
  of  personal property described on Exhibit A attached hereto  and
  made  a part hereof (the "Personal Property") relating to certain
  real  property known as ONE TRIAD PARK and located  at  200  West
  Second Street, Winston-Salem, North Carolina.
  
       Seller has not made and does not make any express or implied
  warranty or representation of any kind whatsoever with respect to
  the  Personal  Property, including but not  limited  to:   title;
  merchantability of the Personal Property or its fitness  for  any
  particular  purpose;  the  design or condition  of  the  Personal
  Property;  the  quality  or capacity of  the  Personal  Property;
  workmanship  or  compliance  of the Personal  Property  with  the
  requirements  of  any  law,  rule,  specification   or   contract
  pertaining  thereto;  patent  infringement  or  latent   defects.
  Purchaser  accepts the Personal Property on an "AS IS, WHERE  IS"
  basis.
  
        IN WITNESS WHEREOF, Seller has caused this instrument to be
  executed  and  delivered as of this ______ day  of  ____________,
  1996.
  
                                AETNA LIFE INSURANCE COMPANY,
                                a Connecticut corporation
  
                                By:
                                Printed name:
                                Its:
  
  [CORPORATE SEAL]
                           EXHIBIT 9.2.3
                ASSIGNMENT AND ASSUMPTION OF LEASES
  
        For  valuable consideration, the receipt and sufficiency of
  which  are  hereby acknowledged, AETNA LIFE INSURANCE COMPANY,  a
  Connecticut   corporation  ("Assignor"),   hereby   assigns   and
  delegates  to  PARKWAY  PROPERTIES, INC., a Maryland  corporation
  ("Assignee"), and Assignee hereby agrees to assume and accept the
  assignment and delegation of all of Assignor's right,  title  and
  interest  in  and  to and obligations under the  leases  and  the
  security  deposits relating to the property known  as  One  Triad
  Park  and  more  particularly described  on  Exhibit  A  attached
  hereto.  The leases and security deposits are listed on Exhibit B
  attached hereto.
  
        If  any litigation between Assignor and Assignee arises out
  of  the  obligations  of  the parties under  this  Assignment  or
  concerning  the  meaning  or  interpretation  of  any   provision
  contained  herein,  the  losing party shall  pay  the  prevailing
  party's  costs and expenses of such litigation including, without
  limitation, reasonable attorneys' fees.
  
        This  Agreement may be executed and delivered in any number
  of counterparts, each of which so executed and delivered shall be
  deemed  to  be an original and all of which shall constitute  one
  and the same instrument.
  
       IN WITNESS WHEREOF, Assignor and Assignee have executed this
  Assignment  effective as of this ____ day of ___________________,
  1996.
  
                                    
  ASSIGNOR:                         ASSIGNEE:
                                    
  AETNA LIFE INSURANCE COMPANY,     PARKWAY PROPERTIES, INC.,
  a Connecticut corporation         a Maryland corporation
                                    
                                    
                                    By:
  By:                               Printed name:
  Printed name:                     Its:
  Its:                              
                                                         [CORPORATE
                      [CORPORATE              SEAL]
            SEAL]
  
                           EXHIBIT 9.2.4
               ASSIGNMENT AND ASSUMPTION OF CONTRACTS
  
        In  consideration of One Dollar and other good and valuable
  consideration,  the receipt and sufficiency of which  are  hereby
  acknowledged,   AETNA  LIFE  INSURANCE  COMPANY,  a   Connecticut
  corporation ("Assignor"), hereby assigns to and delegates PARKWAY
  PROPERTIES,  INC., a Maryland corporation ("Assignee"),  with  an
  office  and place of business at 300 One Jackson Place, 188  East
  Capitol Street, Jackson, Mississippi, and Assignee hereby assumes
  and  accepts  the assignment and delegation of all of  Assignor's
  right,  title  and interest in and to the contracts described  on
  Exhibit A attached hereto relating to certain real property known
  as ONE TRIAD PARK and located at 200 West Second Street, Winston-
  Salem,   North   Carolina,  and  Assignee  hereby  accepts   such
  assignment.
  
        If  any litigation between Assignor and Assignee arises out
  of  the  obligations  of  the parties under  this  Assignment  or
  concerning  the  meaning  or  interpretation  of  any   provision
  contained  herein,  the  losing party shall  pay  the  prevailing
  party's  costs and expenses of such litigation including, without
  limitation, reasonable attorneys' fees.
  
        This  Agreement may be executed and delivered in any number
  of counterparts, each of which so executed and delivered shall be
  deemed  to  be an original and all of which shall constitute  one
  and the same instrument.
  
       IN WITNESS WHEREOF, Assignor and Assignee have executed this
  Assignment  effective  as of this _______ day  of  _____________,
  1996.
  
  ASSIGNOR:                          ASSIGNEE:
                                     
  AETNA LIFE INSURANCE COMPANY,      PARKWAY PROPERTIES, INC.,
  a Connecticut corporation          a Maryland corporation
                                     
                                     By:
  By:                                Printed name:
  Printed name:                      Its:
  Its:                               
                                                         [CORPORATE
                      [CORPORATE               SEAL]
            SEAL]
  
                           EXHIBIT 9.2.5
                    ASSIGNMENT OF PROPERTY NAME
  
        For  valuable consideration, the receipt and sufficiency of
  which  is  hereby acknowledged, AETNA LIFE INSURANCE  COMPANY,  a
  Connecticut  corporation ("Assignor"), hereby assigns,  transfers
  and   sets   over  unto  PARKWAY  PROPERTIES,  INC.,  a  Maryland
  corporation  ("Assignee"),  all of Assignor's  right,  title  and
  interest,  if  any, in and to the property name ONE  TRIAD  PARK.
  Assignor  makes no warranty or representation of  any  kind  with
  respect to its right, title and interest in the property name.
  
        IN WITNESS WHEREOF, Assignor has caused this instrument  to
  be executed as of this _____ day of ____________, 1996.
  
                                                         AETNA LIFE
                                INSURANCE COMPANY,
                                a Connecticut corporation
  
                                By:
                                Printed name:
                                Its:
  
  [CORPORATE SEAL]
  
                           EXHIBIT 9.2.6
              ASSIGNMENT OF WARRANTIES AND GUARANTEES
  
         THIS   AGREEMENT  is  made  as  of  the  _______  day   of
  ______________,  1996, between AETNA LIFE  INSURANCE  COMPANY,  a
  Connecticut  corporation  ("Assignor"), and  PARKWAY  PROPERTIES,
  INC., a Maryland corporation ("Assignee").
  
                             RECITALS:
  
        Assignee  has  this  day  acquired  from  Assignor  certain
  interests  in  land, buildings and improvements more particularly
  described  on  Exhibit A attached hereto and made a  part  hereof
  (the "Property").
  
        In  consideration  of the acquisition of  the  Property  by
  Assignee  and other good and valuable consideration,  the  mutual
  receipt  and  legal sufficiency of which are hereby acknowledged,
  the parties hereto hereby agree as follows:
  
        Assignor  hereby  assigns, transfers  and  sets  over  unto
  Assignee  and  Assignee  hereby  accepts  from  Assignor  all  of
  Assignor's  right, title and interest in and to all  transferable
  warranties   and  guarantees,  if  any,  with  respect   to   the
  improvements   located  on  the  Property  or  any   repairs   or
  renovations  to  such  improvements  and  any  personal  property
  conveyed to Assignee by Assignor in connection with the Property.
  
        This  Agreement may be executed and delivered in any number
  of counterparts, each of which so executed and delivered shall be
  deemed  to  be an original and all of which shall constitute  one
  and the same instrument.
  
        IN  WITNESS WHEREOF, Assignor and Assignee have caused this
  instrument  to  be  executed as of the day and year  first  above
  written.
  
  ASSIGNOR:
  
  AETNA LIFE INSURANCE COMPANY,
  a Connecticut corporation
  
  By:
  Printed name:
  Its:
  
                      [CORPORATE
            SEAL]
  
                           EXHIBIT 9.2.8
              AFFIDAVIT PURSUANT TO FOREIGN INVESTMENT
                     AND REAL PROPERTY TAX ACT
  
        The undersigned hereby declares that the name, address  and
  United States taxpayer identification number of the owner of  the
  real  property  described  in  Exhibit  A  attached  hereto   and
  incorporated herein by reference is as follows:
  
       Name and Address                   I.D. Number
  
       Aetna Life Insurance Company       066033492
       c/o Asset Management & Sales, IG40
       242 Trumbull Street
       Hartford, Connecticut  06103
  
        There  is  no  other person or entity who has an  ownership
  interest  in the property.  The owner is a corporation  organized
  and  existing under the laws of the State of Connecticut and,  as
  such, is not a foreign citizen or entity.
  
        The  undersigned  understands that  the  purchaser  of  the
  property  intends  to  rely on the foregoing  representations  in
  connection  with  the United States Foreign Investment  and  Real
  Property Act.
  
                                AETNA LIFE INSURANCE COMPANY,
  DATE: ____________, 1996      a Connecticut corporation
  
                                By:
                                Printed name:
                                Its:
  
                           EXHIBIT 9.2.9
                      CORPORATE AUTHORIZATION
  
  I,  Paige L. Falasco, Assistant Corporate Secretary of Aetna Life
  Insurance  Company (the "Company"), do hereby  certify  that  the
  following vote was duly adopted by the Board of Directors of  the
  Company  at its meeting held on November 20, 1987, as amended  at
  its meeting held on March 29, 1991, and that such vote remains in
  full force and effect as of this date:
  
       VOTED:  That each of the following officers:
  
       Chairman                      Vice President
       Vice Chairman                 Controller
       President                     General Counsel
       Executive Vice President      Corporate Secretary
       Group Executive               Assistant Vice President
       Senior Vice President         Assistant Corporate Secretary
  
        (1)   are  hereby  severally  authorized  to  sign  in  the
  Company's name:
  
             (a)  insurance contracts of every type and description
  which this Company is authorized to write;
  
             (b)   agreements  relating to the purchase,  sale,  or
  exchange  of  securities including any consents and modifications
  given or made under such agreements;
  
             (c)   conveyances  and leases of real  estate  or  any
  interest therein including any modifications thereof;
  
             (d)   assignments and releases of mortgages and  other
  liens, claims or demands;
  
             (e)   any  other  written instrument  which  they  are
  authorized  to approve in the normal course of Company  business;
  and
  
             (f)   any  other written instrument when  specifically
  authorized  by  the  Board of Directors, the Chairman,  the  Vice
  Chairman or the President;
  
  and  are further severally authorized (i) to delegate all or  any
  part  of  the  foregoing  authority  to  one  or  more  officers,
  employees  or  agents of this Company, provided  that  each  such
  delegation  is  in writing and a copy thereof  is  filed  in  the
  office  of  the  Corporate Secretary, or (ii)  to  designate  any
  attorney at law representing this Company on a matter under their
  direction, to so sign this Company's name; and
  
  (2)   are  hereby severally authorized to possess this  Company's
  duplicate  seals and to affix the same to items (a)  through  (f)
  above;  and are further severally authorized to designate,  in  a
  writing  filed  in  the  office of the Corporate  Secretary,  any
  officer, employee or agent of this Company to possess and  to  so
  affix this Company's duplicate seals.
  
  Dated at Hartford, Connecticut on                 , 1996.
  
                                Paige L. Falasco
                                Assistant Corporate Secretary
  
                           EXHIBIT 9.2.10
                        INCUMBENCY AFFIDAVIT
  
  I,   _____________________, Assistant  Secretary  of  Aetna  Life
  Insurance  Company  (the  "Company"),  do  hereby  certify   that
  is  a duly appointed Assistant Vice President of the Company  and
  that (s)he holds such office as of this date.
  
  Dated at Hartford, Connecticut, on                , 1996.
  
                                  Assistant Secretary
  
                           EXHIBIT 9.2.13
                         SELLER'S STATEMENT
  
  SELLER'S NAME: Aetna Life Insurance Company
  ADDRESS:       c/o Asset Management & Sales, IG40
                 242 Trumbull Street
                 Hartford, Connecticut  06103
  
  BUYER'S NAME:  Parkway Properties, Inc.
  ADDRESS:       300 One Jackson Place
                 188 East Capitol Street
                 Jackson, Mississippi 39201-2195
  
  To:  Commonwealth Land Title Insurance Company ("Title Company")
       3350 Cumberland Circle
       Suite 1895
       Atlanta, Georgia  30339
  
  Re:  One  Triad Park, Winston-Salem, North Carolina ("Property"),
       which  is  more particularly described on Exhibit A attached
       hereto and incorporated herein
  
  THE UNDERSIGNED HEREBY STATES THAT:
  
  1.   A.    No repairs or alterations have been made by Aetna Life
       Insurance  Company on said Property during  the  [120]  days
       preceding  the  date hereof, which have not been  paid  for,
       except as follows:
  
       B.   If none, check here (  )
       [Call Property Manager regarding item 1A above.]
  
  2.   No  proceedings  in  bankruptcy or  receivership  have  been
       instituted by or against Aetna Life Insurance Company  which
       are  now pending, nor has Aetna Life Insurance Company  made
       any assignment for the benefit of creditors.
  
  3.   Aetna Life Insurance Company is authorized to do business in
       the  States of Connecticut and North Carolina and is in good
       standing in the State of Connecticut.
  
  4.   There  are  no parties in possession at the Property  except
       for  the  tenants as set forth on Exhibit B attached  hereto
       and made a part hereof.
  
  5.   The  undersigned  makes this statement for  the  purpose  of
       inducing  the Title Company to issue to Parkway  Properties,
       Inc.,  an  owner's title insurance policy insuring title  to
       said Property.
  
  Dated: _____________, 1996           By: AETNA LIFE INSURANCE COMPANY
  
                                       By:
                                       Printed name:
                                       Its:
  
        Sworn to and subscribed before me, notary, this ______  day
  of ____________, 1996.
  
                                   Notary Public
  
                                   My commission expires:
  
                                          [NOTARIAL SEAL]
  
                          EXHIBIT 9.2.15a
                          TENANT ESTOPPEL
  
  Parkway Properties, Inc.
  300 One Jackson Place
  188 East Capitol Street
  Jackson, MS  39201
  
            RE:   One  Triad  Park, Winston-Salem, Forsyth  County,
            North Carolina ("Property")
  
  Gentlemen:
  
        The  undersigned  as  Tenant hereby  certifies  to  Parkway
  Properties, Inc., and its assignee ("Parkway") and any subsequent
  beneficiary  under a deed of trust covering the  above  captioned
  property ("Mortgagee") that:
       
       (i)  It is a Tenant of a portion of the captioned Property under
            a certain lease (the "Lease") as follows:
       
            Landlord:  ___________________________________
  
            Tenant:  _____________________________________
  
            Lease Dated:  ________________________________
  
            Amendment(s) Dated (if any):  ________________
  
            Current Annual Base Rent:  ___________________
  
            Square Footage:  _____________________________
  
            Original term (or current option period,
            if applicable) expires:  _____________________
  
            Security Deposit and/or
            Lease Deposit:  $_____________________________
  
       (ii) That attached hereto as Exhibit A is a true and complete
            copy of the Lease and all amendments thereto.
       
       (iii)Tenant has unconditionally accepted and occupied the
            leased premises, commenced payment of rent under the Lease
            without claim or right of set-off, or claim of any default by the
            Landlord, and is now conducting business on the premises;
       
       (iv) The Lease sets forth the entire agreement between the
            Landlord and Tenant, is in full force and effect in accordance
            with its terms and has not, in any way, been amended, modified,
            assigned or sublet;
       
       (v)  There exists no default by either party to the Lease, or
            other grounds for ceasing or reducing the payment of rental, or
            for cancellation or termination of the Lease;
       
       (vi) All requirements of the Lease have been complied with and no
            charges, set-offs or other credits exist against the rentals;
       
       From  and after the date that Parkway acquires title to  the
  Property:
       
       (vii) Tenant shall not agree to any alteration, modification,
             amendment or termination of its Lease, nor subordinate or permit
             subordination of the Lease to any lien in favor of anyone other
             than Parkway or Mortgagee, without first obtaining Parkway's or
             such Mortgagee's prior written approval provided Tenant has been
             provided the name and address of such Mortgagee;
       
       (viii)Tenant shall give any Mortgagee 30 days notice of any
             default by the Landlord under the Lease and a reasonable
             opportunity for Mortgagee to cure any default upon Landlord's
             failure to do so;
       
       (ix)  Tenant will not pay rent in advance for more than the
             current month without Mortgagee's prior written consent.  No
             concession or allowance has been granted by Landlord which
             permits Tenant to occupy the leased premises without payment of
             Rent or any other financial obligation contained in the Lease,
             nor will Tenant accept such concession or allowance or negotiate
             for the same without the prior written consent of Parkway or
             Mortgagee;
       
       (x)   Parkway may subsequently execute and deliver to Mortgagee an
             Assignment of Leases and Rents conveying the rentals under the
             Lease as additional security for a loan secured by the Property,
             and Tenant hereby expressly consents to such Assignment and has
             no notice of a prior Assignment of the Lease or the rents
             thereunder;
       
       (xi)  Tenant will not look to any mortgagee, or its successors or
             assigns, for the return of or credit for security deposit or
             prepaid rent, if any, unless said sums have been actually
             transferred to such mortgagee or its successors or assigns.
       
        Tenant  understands that Parkway is relying  on  the  above
  representations in consenting to purchase the Property  and  does
  hereby warrant and affirm to and for the benefit of Parkway,  its
  successors   and   assigns,   that   each   of   the    foregoing
  representations  is true, correct and complete  as  of  the  date
  hereof.
  
                                     By:
                                     Name:
                                     Title:
                                     Date:
  
                          EXHIBIT 9.2.15b
         WOMBLE, CARLYLE, SANDRIDGE & RICE TENANT ESTOPPEL
  
  Parkway Properties, Inc.
  300 One Jackson Place
  188 East Capitol Street
  Jackson, MS  39201
  
            RE:   One  Triad  Park, Winston-Salem, Forsyth  County,
            North Carolina ("Property")
  
  Gentlemen:
  
        The  undersigned  as  Tenant hereby  certifies  to  Parkway
  Properties, Inc., and its assignee ("Parkway") and any subsequent
  beneficiary  under a deed of trust covering the  above  captioned
  property ("Mortgagee") that:
  
            (i)   It  is  a  Tenant of a portion  of  the
            captioned Property under a certain lease (the
            "Lease") as follows:
  
            Landlord:  ___________________________________
  
            Tenant:  _____________________________________
  
            Lease Dated:  ________________________________
  
            Amendment(s) Dated (if any):  ________________
  
            Current Annual Base Rent:  ___________________
  
            Square Footage:  _____________________________
  
            Original term (or current option period,
            if applicable) expires:  _____________________
  
            Security Deposit and/or
            Lease Deposit:  $_____________________________
  
            (ii)  That attached hereto as Exhibit A is  a
            true  and complete copy of the Lease and  all
            amendments thereto.
  
            (iii)     Tenant has unconditionally accepted
            and  occupied the leased premises,  commenced
            payment of rent under the Lease without claim
            or  right of set-off, or claim of any default
            by   the  Landlord,  and  is  now  conducting
            business on the premises;
  
            (iv)   The   Lease  sets  forth  the   entire
            agreement between the Landlord and Tenant, is
            in  full force and effect in accordance  with
            its  terms  and  has not, in  any  way,  been
            amended, modified, assigned or sublet;
  
            (v)   There exists no default by either party
            to the Lease, or other grounds for ceasing or
            reducing  the  payment  of  rental,  or   for
            cancellation or termination of the Lease;
  
            (vi)  All requirements of the Lease have been
            complied  with  and no charges,  set-offs  or
            other credits exist against the rentals;
  
            (vii)      As  of the execution date  of  the
            Lease  and of the First Amendment and  Second
            Amendment  thereto,  Tenant  was  a   general
            partnership organized and existing under  the
            laws  of  the  State of North  Carolina.   On
            ____________,   199__,   Tenant   reorganized
            itself   into  a  limited  liability  company
            organized and existing under the laws of  the
            State  of  ____________.  Tenant acknowledges
            and   agrees   that   the  general   partners
            comprising  the  general  partnership   which
            constitutes  Tenant as of the execution  date
            of  the  Lease remain and are liable for  the
            obligations of Tenant under the Lease.
  
        From and after the date that Parkway acquires title to  the
  Property:
  
            (viii)     Tenant  shall  not  agree  to  any
            alteration,   modification,   amendment    or
            termination of its Lease, nor subordinate  or
            permit subordination of the Lease to any lien
            in  favor  of  anyone other than  Parkway  or
            Mortgagee, without first obtaining  Parkway's
            or  such  Mortgagee's prior written  approval
            provided  Tenant has been provided  the  name
            and address of such Mortgagee;
  
            (ix)  Tenant shall give any Mortgagee 30 days
            notice  of any default by the Landlord  under
            the  Lease  and a reasonable opportunity  for
            Mortgagee to cure any default upon Landlord's
            failure to do so;
  
            (x)   Tenant will not pay rent in advance for
            more   than   the   current   month   without
            Mortgagee's   prior  written   consent.    No
            concession  or allowance has been granted  by
            Landlord  which permits Tenant to occupy  the
            leased  premises without payment of  Rent  or
            any  other financial obligation contained  in
            the   Lease,  nor  will  Tenant  accept  such
            concession or allowance or negotiate for  the
            same  without  the prior written  consent  of
            Parkway or Mortgagee;
  
            (xi)  Parkway  may subsequently  execute  and
            deliver to Mortgagee an Assignment of  Leases
            and  Rents  conveying the rentals  under  the
            Lease  as  additional  security  for  a  loan
            secured  by  the Property, and Tenant  hereby
            expressly consents to such Assignment and has
            no  notice of a prior Assignment of the Lease
            or the rents thereunder;
  
            (xii)       Tenant  will  not  look  to   any
            mortgagee, or its successors or assigns,  for
            the  return of or credit for security deposit
            or  prepaid  rent, if any, unless  said  sums
            have   been  actually  transferred  to   such
            mortgagee or its successors or assigns.
  
        Tenant  understands that Parkway is relying  on  the  above
  representations in consenting to purchase the Property  and  does
  hereby warrant and affirm to and for the benefit of Parkway,  its
  successors   and   assigns,   that   each   of   the    foregoing
  representations  is true, correct and complete  as  of  the  date
  hereof.
  
                                     By:
                                     Name:
                                     Title:
                                     Date:
  
                            EXHIBIT 9.3
                         ERISA CERTIFICATE
  
  _________________, 1996
  
  Aetna Life Insurance Company
  c/o Asset Management & Sales, IG40
  242 Trumbull Street
  Hartford, Connecticut  06156
  
  RE:  One Triad Park
  
  Ladies and Gentlemen:
  
  The  undersigned represents to you that PARKWAY PROPERTIES, INC.,
  a  Maryland corporation, or any affiliates thereof, or any  firm,
  person  or  entity providing financing for the  purchase  of  the
  entire  interest of Aetna Life Insurance Company,  a  Connecticut
  corporation, in the above described property (the "Property") are
  not  using  the assets of an employee benefit plan as defined  in
  Section  3(3) of the Employee Retirement Income Security  Act  of
  1974, as amended ("ERISA") and covered under Title I, Part  4  of
  ERISA  or  Section 4975 of the Internal Revenue Code of 1986,  as
  amended, in the performance or discharge of its obligations under
  that certain Purchase and Sale Agreement dated _________________,
  1996,  with  respect  to the Property by and between  Aetna  Life
  Insurance  Company, as Seller, and the undersigned, as Purchaser,
  including the acquisition of the Property.
  
                               Very truly yours,
  
                               PARKWAY PROPERTIES, INC.
  
                               By:
                               Printed Name:
                               Its:
  
                           EXHIBIT 9.7(i)
                        NOTICE TO CONTRACTOR
  
  ______________________, 1996
  
  RE:  One Triad Park
       200 West Second Street
       Winston-Salem, North Carolina
  
       You are hereby notified and advised that PARKWAY PROPERTIES,
  INC.,   a  Maryland  corporation  ("Purchaser"),  purchased   and
  acquired   from  AETNA  LIFE  INSURANCE  COMPANY,  a  Connecticut
  corporation,  all right, title and interest in and to  One  Triad
  Park  ("Property")  and assumed the service  contract  with  your
  Company with respect thereto.
  
        In  accordance with the foregoing, you are hereby  notified
  that  all  future  invoices, bills, correspondence,  and  notices
  relating  to  the  Property and the service contract,  should  be
  delivered to Purchaser at the following address:
  
                     _________________________
                     _________________________
                     _________________________
                     Attention: ______________
  
                               Very truly yours,
  
                               AETNA LIFE INSURANCE COMPANY
  
                               By:
                               Printed name:
                               Its:
  
                          EXHIBIT 9.7(ii)
                     NOTICE TO UTILITY COMPANY
  
  ______________________, 1996
  
  RE:  One Triad Park
       200 West Second Street
       Winston-Salem, North Carolina
  
       You are hereby notified and advised that PARKWAY PROPERTIES,
  INC.,   a  Maryland  corporation  ("Purchaser"),  purchased   and
  acquired   from  AETNA  LIFE  INSURANCE  COMPANY,  a  Connecticut
  corporation,  all right, title and interest in and to  One  Triad
  Park ("Property").
  
        In  accordance with the foregoing, you are hereby  notified
  that  all  future  invoices, bills, correspondence,  and  notices
  relating to the Property, should be delivered to Purchaser at the
  following address:
  
                     _________________________
                     _________________________
                     _________________________
                     Attention: ______________
  
                               Very truly yours,
  
                               AETNA LIFE INSURANCE COMPANY
  
                               By:
                               Printed name:
                               Its:
  
                          EXHIBIT 9.7(iii)
                         NOTICE TO TENANTS
  
  ______________________, 1996
  
  RE: One Triad Park
      200 West Second Street
      Winston-Salem, North Carolina
  
       You are hereby notified and advised that PARKWAY PROPERTIES,
  INC.,   a  Maryland  corporation  ("Purchaser"),  purchased   and
  acquired   from  AETNA  LIFE  INSURANCE  COMPANY,  a  Connecticut
  corporation,  all right, title and interest in and to  One  Triad
  Park ("Property").
  
       In  accordance  with the foregoing, you are hereby  notified
  that all future rent, other payments, correspondence, and notices
  relating to the Property, should be delivered to Purchaser at the
  following address:
  
                     _________________________
                     _________________________
                     _________________________
                     Attention: ______________
  
                               Very truly yours,
  
                               AETNA LIFE INSURANCE COMPANY
  
                               By:
                               Printed name:
                               Its:
  
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