content: UNITED STATES
  
                 SECURITIES AND EXCHANGE COMMISSION
                                  
                        WASHINGTON, DC  20549
                                  
                 ----------------------------------
                                  
                              FORM 8-K
                                  
                                  
                           CURRENT REPORT
                                  
                                  
                   Pursuant to Section 13 or 15(d)
                               of the
                   Securities Exchange Act of 1934
  
  
  Date of Report (Date earliest event reported): March 5, 1998
                                                 -----------------
  
  
                      PARKWAY PROPERTIES, INC.
  ------------------------------------------------------------------
        (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)
  
  One Jackson Place Suite 1000
    188 East Capitol Street
        P. O. Box 24647
       Jackson,  Mississippi                             39225-4647
  ------------------------------------------------------------------
  (Address of principal executive offices)               (Zip Code)
  
  
  Registrant's telephone number, including area code (601) 948-4091
                                                     ---------------
  
  
  ------------------------------------------------------------------
    (Former name or former address, if changed since last report)
  
  
                              FORM 8-K
                                  
                      PARKWAY PROPERTIES, INC.
  
  
  Item 5.   Other Events.
  
  On  March  5, 1998, Parkway Properties, Inc. priced the  sale  of
  855,900  shares  of  its Common Stock under  its  existing  shelf
  registration statement at a purchase price of $32.1875 per  share
  to  institutional  investors. All of  the  net  proceeds  of  the
  placement  (approximately $26.9 million net  of  commissions  and
  expenses) will be used for the repayment of outstanding  variable
  rate  indebtedness. PaineWebber Incorporated served as  the  sole
  placement agent for the placement.
  
  Item 7.   Financial Statements and Exhibits.
  
            (c)  Exhibits.
  
               (1)    Placement   Agreement   between   PaineWebber
       Incorporated,   Parkway   Properties,   Inc.   and   Parkway
       Properties  LP  dated  March 5,  1998.   Parkway  agrees  to
       furnish   supplementally  to  the  Securities  and  Exchange
       Commission  on  request a copy of any  omitted  schedule  or
       exhibit to this agreement.
  
                              FORM 8-K
                                  
                      PARKWAY PROPERTIES, INC.
                                  
                                  
                             SIGNATURES
  
  
  Pursuant  to the requirements of the Securities Exchange  Act  of
  1934, the Registrant has duly caused this report to be signed  on
  its behalf by the undersigned hereunto duly authorized.
  
  DATE:  March 5, 1998               PARKWAY PROPERTIES, INC.
  
                                     BY:  /s/Sarah P. Clark
                                          Sarah P. Clark
                                          Senior Vice President,
                                          Chief Financial Officer,
                                          Treasurer and Secretary
  
  
  
                                                                   
                                                                   
  
                           855,900 Shares
  
                      PARKWAY PROPERTIES, INC.
  
                            Common Stock
                         ($0.001 Par Value)
  
  
                         PLACEMENT AGREEMENT
  
  
  March 5, 1998
  
  
  PAINEWEBBER INCORPORATED
       as placement agent,
  c/o  PaineWebber Incorporated
       1285 Avenue of the Americas
       New York, New York 10019
  
  Dear Ladies and Gentlemen:
  
            Parkway Properties, Inc., a Maryland corporation (the
  "Company") and Parkway Properties LP, a Delaware partnership (the
  "Operating Partnership"), confirm their agreement with
  PaineWebber Incorporated ("PaineWebber"), as placement agent for
  the Company in connection with the sale of the Securities (as
  defined herein) on or about March 5, 1998.  The Company has
  agreed to pay PaineWebber a finder's fee (the "Finder's Fee") of
  2% of the purchase price paid by Purchasers as listed on Schedule
  A hereto.  The Purchasers shall purchase the Securities for a
  purchase price of $32.1875 per share of Common Stock (as defined
  herein).  The Finder's Fee shall be paid by the Company to
  PaineWebber at the "Closing" by wire transfer or by other means
  mutually agreed upon. The "Closing" shall mean the settlement
  date on which the Purchasers pay to the Company the purchase
  price by wire transfer (or otherwise) for the Securities.
  
            PaineWebber and the Company hereby confirm that
  PaineWebber's sole obligation with respect to the transaction
  described herein is the introduction of the Purchasers to the
  Company.  Without limiting the foregoing, the Company
  specifically acknowledges that PaineWebber is not an underwriter
  in this transaction.
  
            1.   Description of Securities.  The Company proposes
  to issue and sell to the Purchasers, severally and not jointly,
  855,900 shares of Common Stock, $0.001 par value (the "Common
  Stock").  The shares of Common Stock to be issued and sold by the
  Company are hereinafter referred to as the "Securities".
  
            2.   Representations and Warranties of the Company.
  The Company and the Operating Partnership represent and warrant
  to PaineWebber and for the benefit of the Purchasers that:
  
                      (i)       Registration statements on Form S-3
       (File No. 333-16479), and pre-effective amendment no. 1
       thereto, with respect to the Securities, including a
       prospectus, have been carefully prepared by the Company in
       conformity with the requirements of the Securities Act of
       1933, as amended (the "Act") and the rules and regulations
       (the "1933 Act Rules and Regulations") of the Securities and
       Exchange Commission (the "Commission") thereunder, have been
       filed with the Commission and declared effective.  Such
       registration statement and prospectus may have been amended
       or supplemented prior to the date of this Placement
       Agreement; any such amendment or supplement was so prepared
       and filed, and any such amendment filed after the effective
       date of such registration statement has been declared
       effective.  No stop order suspending the effectiveness of
       either registration statement has been issued, and no
       proceeding for that purpose has been instituted or
       threatened by the Commission.  A prospectus supplement (the
       "Prospectus Supplement") setting forth the terms of the
       offering, sale and plan of distribution of the Securities
       and additional information concerning the Company and its
       business has been or will be so prepared and will be filed
       pursuant to Rule 424(b) of the 1933 Act Rules and
       Regulations on or before the second business day after the
       date hereof (or such earlier time as may be required by the
       1933 Act Rules and Regulations).  Copies of such
       registration statement and prospectus, any such amendments
       or supplements and all documents incorporated by reference
       therein that were filed with the Commission on or prior to
       the date of this Placement Agreement (including one fully
       executed copy of the registration statement and of each
       amendment thereto for PaineWebber and its counsel) have been
       delivered to PaineWebber and its  counsel. The registration
       statement, as it may have heretofore been amended, is
       referred to herein as the "Registration Statement," and the
       final form of prospectus included in the Registration
       Statement, as supplemented by the Prospectus Supplement, is
       referred to herein as the "Prospectus."  Any reference
       herein to the Registration Statement, the Prospectus or any
       amendment or supplement thereto shall be deemed to refer to
       and include the documents incorporated by reference therein,
       and any reference herein to the terms "amend," "amendment"
       or "supplement" with respect to the Registration Statement
       or Prospectus shall be deemed to refer to and include the
       filing after the execution hereof of any document with the
       Commission deemed to be incorporated by reference therein.
       For purposes of this Placement Agreement, all references to
       the Registration Statement and Prospectus or to any
       amendment or supplement thereto shall be deemed to include
       any copy filed with the Commission pursuant to its
       Electronic Data Gathering Analysis and Retrieval System
       ("EDGAR"), and such copy shall be identical in content to
       any Prospectus delivered to PaineWebber for use in
       connection with the offering of the Securities.
  
                      (ii)      Each part of the Registration
       Statement, when such part became or becomes effective and
       the Prospectus and any amendment or supplement thereto, on
       the date of filing thereof with the Commission and at the
       Closing Date (as hereinafter defined), conformed in all
       material respects with the requirements of the Act and the
       1933 Act Rules and Regulations; each part of the
       Registration Statement, when such part became or becomes
       effective, or when such part was filed with the Commission,
       did not or will not contain an untrue statement of a
       material fact or omit to state a material fact required to
       be stated therein or necessary to make the statements
       therein not misleading; the Prospectus and any amendment or
       supplement thereto, on the date of filing thereof with the
       Commission and at the Closing Date, did not include an
       untrue statement of a material fact or omit to state a
       material fact necessary to make the statements therein, in
       the light of the circumstances under which they were made,
       not misleading; except that the foregoing shall not apply to
       statements in, or omissions from, any such document in
       reliance upon, and in conformity with, written information
       concerning PaineWebber that was furnished to the Company by
       PaineWebber specifically for use in the preparation thereof.
  
  
                      (iii)     The documents incorporated by
       reference in the Registration Statement, the Prospectus, any
       amendment or supplement thereto, when they became or become
       effective under the Act or were or are filed with the
       Commission under the Act or the Securities Exchange Act of
       1934, as amended (the "Exchange Act"), as the case may be,
       conformed or will conform in all material respects with the
       requirements of the Act, the 1933 Act Rules and Regulations,
       the Exchange Act and/or the rules and regulations of the
       Commission thereunder (the "Exchange Act Rules and
       Regulations"), as applicable.
  
                      (iv)      The consolidated financial
       statements of the Company together with the related
       schedules and notes thereto, set forth or included or
       incorporated by reference in the Registration Statement and
       Prospectus fairly present the financial condition of the
       Company and its consolidated subsidiaries as of the dates
       indicated and the results of operations, changes in
       financial position, stockholders' equity and cash flows for
       the periods therein specified, in conformity with generally
       accepted accounting principles consistently applied
       throughout the periods involved (except as otherwise stated
       therein).  The summary and selected financial and
       statistical data included or incorporated by reference in
       the Registration Statement and the Prospectus present fairly
       the information shown therein and, to the extent based upon
       or derived from the financial statements, have been compiled
       on a basis consistent with the financial statements
       presented therein.  In addition, the pro forma financial
       statements of the Company, and the related notes thereto,
       included or incorporated by reference in the Registration
       Statement and the Prospectus present fairly the information
       shown therein, have been prepared in accordance with the
       Commission's rules and guidelines with respect to pro forma
       financial statements and have been properly compiled on the
       basis described therein, and the assumptions used in the
       preparation thereof are reasonable and the adjustments used
       therein are appropriate to give effect to the transactions
       and circumstances referred to therein. Furthermore, all
       financial statements required by Rule 3-14 of Regulation S-X
       ("Rule 3-14") have been included or incorporated by
       reference in the Registration Statement and the Prospectus
       and any such financial statements are in conformity with the
       requirements of Rule 3-14.  No other financial statements
       are required to be set forth or to be incorporated by
       reference in the Registration Statement or the Prospectus
       under the Act or the 1933 Act Rules and Regulations
       thereunder.
       
                      
                      (v)  Ernst & Young LLP, whose reports are 
       incorporated by reference in the Registration Statement, are and,
       during the periods covered by their reports, were independent public
       accountants as required by the Act and the 1933 Act Rules and
       Regulations.
                      
                      (vi)      The only subsidiaries (as defined
       in the 1933 Act Rules and Regulations) of the Company are
       the subsidiaries listed on Schedule B hereto (the
       "Subsidiaries").  Each of the Company and its Subsidiaries
       has been duly incorporated or formed, as the case may be,
       and is an existing corporation, general or limited
       partnership, or other legal entity, as the case may be, in
       good standing under the laws of its jurisdiction of
       incorporation or formation, as the case may be.  The Company
       and each of its Subsidiaries has full power and authority
       (corporate and other) to conduct its business as described
       in the Registration Statement and Prospectus, and is duly
       qualified or registered to do business in each jurisdiction
       in which it owns or leases real property or in which the
       conduct of its business requires such qualification or
       registration except where the failure to be so qualified or
       registered, considering all such cases in the aggregate,
       would not have a material adverse effect on the business,
       properties, financial position or results of operations of
       the Company and its Subsidiaries taken as a whole; and,
       other than the Subsidiaries, the Company owns no stock or
       other beneficial interest in any corporation, partnership,
       joint venture or other business entity.
  
                      (vii)     All of the issued and outstanding
       capital stock or ownership interests of each Subsidiary has
       been duly authorized and are validly issued, fully paid and
       nonassessable and is wholly-owned by the Company, directly
       or through subsidiaries, free and clear of any security
       interest, mortgage, pledge, lien, encumbrance, claim or
       equity.
  
                      (viii)    All of the issued and outstanding
       shares of capital stock of the Company have been duly
       authorized and are validly issued, fully paid and
       nonassessable and conform to the description thereof in the
       Prospectus.  The stockholders of the Company have no
       preemptive rights with respect to the Securities.
  
                      (ix)      The Securities will be as of the
       Closing Date, duly authorized by the Company for issuance
       and sale to the Purchasers; and when issued and delivered by
       the Company to the Purchasers against payment of the
       consideration therefor specified in this Placement
       Agreement, will be validly issued, fully paid and
       nonassessable.  The Securities conform to the description
       thereof in the Prospectus and will not be subject to any
       preemptive rights of any securityholder of the Company.
  
                      (x)       Except as contemplated in the
       Prospectus, subsequent to the respective dates as of which
       information is given in the Registration Statement and the
       Prospectus, the Company and its Subsidiaries have not
       incurred any liabilities or obligations, direct or
       contingent; or entered into any transactions, not in the
       ordinary course of business, that are material to the
       Company and its Subsidiaries on a consolidated basis; and
       there has not been any material change in the capital stock
       or structure, short-term debt or long-term debt of the
       Company and its Subsidiaries; or any material adverse
       change, or any development that is reasonably likely to
       involve a prospective material adverse change, in the
       condition (financial or other), business, prospects, net
       worth or results of operations of the Company and its
       Subsidiaries on a consolidated basis; and, except for
       regular dividends on the Company's Common Stock, in amounts
       per share that are consistent with past practice or the
       charter documents of the Company, there has been no dividend
       or distribution of any kind declared, paid or made by the
       Company on any class of its capital stock.
  
                      (xi) Except as set forth in the Prospectus,
       there is not pending or, to the knowledge of the Company,
       threatened any action, suit or proceeding to which the
       Company, any of its Subsidiaries or any of its officers or
       directors is a party, or that any of its properties or other
       assets is the subject of, before or by any court or
       governmental agency or body, that is reasonably likely to
       result in any material adverse change in the condition
       (financial or other), business, prospects, net worth or
       results of operations of the Company and its Subsidiaries,
       or might materially and adversely affect their properties or
       other assets.
  
                      (xii)     During the period of at least the
       last 24 calendar months prior to the date of this Placement
       Agreement, the Company has timely filed with the Commission
       all documents and other material required to be filed
       pursuant to Sections 13, 14 and 15(d) under the Exchange
       Act.
  
                      (xiii)    There are no contracts or documents
       of the Company that are required to be filed as exhibits to
       the Registration Statement or to any of the documents
       incorporated by reference therein by the Act or the Exchange
       Act or by the rules and regulations of the Commission
       thereunder that have not been so filed.
  
                      (xiv)     This Placement Agreement has been
       duly authorized, executed and delivered by the Company and
       the Operating Partnership.
  
                      (xv)      The execution and performance of
       this Placement Agreement and the consummation of the
       transactions contemplated herein will not result in a breach
       or violation of any of the terms and provisions of, or
       constitute a default under, (i) any statute, agreement or
       instrument to which the Company or its Subsidiaries is a
       party or by which they are bound or to which any of the
       property or other assets of the Company or its Subsidiaries
       is subject, (ii) the articles of incorporation, by-laws,
       certificate of general or limited partnership, partnership
       agreement or other organizational document, as applicable,
       of the Company or its Subsidiaries, or (iii) any statute,
       order, rule or regulation of any court or governmental
       agency or body having jurisdiction over the Company or its
       Subsidiaries or any of their properties or other assets; no
       consent, approval, authorization or order of, filing with,
       or notice to any court or governmental agency or body is
       required for the consummation of the transactions
       contemplated by this Placement Agreement in connection with
       the issuance or sale of the Securities by the Company,
       except such as may be required under the Act and applicable
       state securities, blue sky, or real estate syndication laws,
       if any, or pursuant to the listing requirements of the New
       York Stock Exchange ("NYSE") or pursuant to the by-laws of
       the National Association of Securities Dealers, Inc.
       ("NASD"); and the Company has full power and authority to
       authorize, issue and sell the Securities as contemplated by
       this Placement Agreement, free of any preemptive rights.
  
                      (xvi)     The Company and its Subsidiaries
       have complied in all respects with all laws, regulations and
       orders applicable to them or their respective businesses;
       the Company and its Subsidiaries are not in default under
       any indenture, mortgage, deed of trust, voting trust
       agreement, loan agreement, bond, debenture, note agreement
       or evidence of indebtedness, lease, contract or other
       agreement or instrument to which they are a party or by
       which they or any of their properties or other assets are
       bound, violation of which would individually or in the
       aggregate have a material adverse effect on the Company and
       its Subsidiaries on a consolidated basis, and no other party
       under any such agreement or instrument to which the Company
       or its Subsidiaries are a party is, to the knowledge of the
       Company, in default in any material respect thereunder; and
       the Company and its Subsidiaries are not in violation of
       their respective articles of incorporation, by-laws,
       certificate of general or limited partnership, partnership
       agreement or other organizational documents, as the case may
       be.
  
                      (xvii)    The Company and each of its
       Subsidiaries have good and marketable title to all
       properties and assets, as described in the Prospectus, owned
       by them, free and clear of all liens, charges, encumbrances
       or restrictions, except such as are described in the
       Prospectus or are not material in relation to the business
       of the Company and its Subsidiaries, and the Company and its
       Subsidiaries have valid, subsisting and enforceable leases
       for the properties described in the Prospectus as leased by
       the Company and its Subsidiaries with such exceptions as are
       not material and do not interfere with the use made and
       proposed to be made of such properties by the Company and
       its Subsidiaries; no tenant under any of the leases pursuant
       to which the Company or its Subsidiaries lease their
       properties has an option or right of first refusal to
       purchase the premises demised under such lease; the use and
       occupancy of each of the properties of the Company and its
       Subsidiaries complies in all material respects with all
       applicable codes and zoning laws and regulations; the
       Company and its Subsidiaries have no knowledge of any
       pending or threatened condemnation or zoning change that
       will in any material respect affect the size of, use of,
       improvement of, construction on, or access to any of the
       properties of the Company and its Subsidiaries; and the
       Company and its Subsidiaries have no knowledge of any
       pending or threatened proceeding or action that will in any
       manner materially affect the size of, use of, improvements
       or construction on, or access to any of the properties of
       the Company or its Subsidiaries.
  
                      (xviii)   Title insurance in favor of the
       Company and its Subsidiaries is maintained with respect to
       each of the properties described in the Prospectus in an
       amount at least equal to the cost of acquisition of such
       property, except, in each case, where the failure to
       maintain such title insurance is not reasonably likely to
       have a material adverse effect on the condition, financial
       or otherwise, or the earnings, business affairs or business
       prospects of the Company and its Subsidiaries taken as a
       whole.
  
                      (xix)     The mortgages and deeds of trust
       encumbering the properties and assets described or referred
       to in the Prospectus are not convertible into the equity of
       the Company or any Subsidiary.
  
                      (xx)      Except as set forth in the
       Prospectus Supplement, (i) there does not exist on any of
       the properties described in the Prospectus any hazardous
       substances, hazardous materials, toxic substances or waste
       materials (collectively, "Hazardous Materials") in unlawful
       quantities, (ii) there has not occurred on or off such
       properties any unlawful spills, releases, discharges or
       disposal of Hazardous Materials, which presence or
       occurrence would have a material adverse effect on the
       condition, financial or otherwise, or the earnings, business
       affairs or business prospects of the Company and its
       Subsidiaries taken as a whole, and (iii) the Company and its
       Subsidiaries have not failed to comply with all applicable
       local, state and federal environmental laws, regulations,
       ordinances and administrative and judicial orders relating
       to the generation, recycling, sale, storage, handling,
       transport and disposal of any Hazardous Materials, except
       for such failures which are not reasonably likely to have a
       material adverse effect on the condition, financial or
       otherwise, or the earnings, business affairs or business
       prospects of the Company and its Subsidiaries taken as a
       whole.
  
                      (xxi)     Property and casualty insurance in
       favor of each of the Company and its Subsidiaries is
       maintained with respect to each of the properties owned by
       each of them in an amount and on such items as is reasonable
       and customary for businesses of this type.
  
                      (xxii)    Except for those entities listed on
       Schedule C hereto, no holder of outstanding shares of
       capital stock of the Company has any rights to the
       registration of shares of capital stock of the Company which
       would or could require such securities to be included in the
       Registration Statement.
  
                      (xxiii)   Subsequent to the respective dates
       as of which information is given in the Registration
       Statement and the Prospectus, except as described therein,
       (i) there has not been any material adverse change in the
       assets or properties, business, results of operations,
       prospects or condition (financial or otherwise) of the
       Company or any of its Subsidiaries, whether or not arising
       from transactions in the ordinary course of business; (ii)
       neither the Company nor any of its Subsidiaries has
       sustained any material loss or interference with its assets,
       businesses or properties (whether owned or leased) from
       fire, explosion, earthquake, flood or other calamity,
       whether or not covered by insurance, or from any labor
       dispute or any court or legislative or other governmental
       action, order or decree; and (iii) neither the Company nor
       any of its Subsidiaries has undertaken any liability or
       obligation, direct or contingent, except such liabilities or
       obligations undertaken in the ordinary course of business.
  
                      (xxiv)    The Company has filed all federal,
       state, local and foreign income tax returns which have been
       required to be filed and has paid all taxes indicated by
       said returns and all assessments received by it to the
       extent that such taxes have become due.
  
                      (xxv)     Each approval, consent, order,
       authorization, designation, declaration or filing by or with
       any regulatory, administrative or other governmental body
       necessary in connection with the execution and delivery by
       the Company of this Placement Agreement and the consummation
       of the transactions herein contemplated has been obtained or
       made and is in full force and effect.
  
                      (xxvi)    The Company and its Subsidiaries
       hold all material licenses, certificates and permits from
       governmental authorities which are necessary to the conduct
       of their businesses and are in compliance with the terms and
       conditions of such licenses, certificates and permits; and
       the Company and its Subsidiaries have not infringed on any
       patents, patent rights, trade names, trademarks or
       copyrights, which infringement is material to the business
       of the Company and its Subsidiaries taken as a whole.
  
                      (xvii)    The Company and its Subsidiaries
       are conducting their respective businesses in material
       compliance with all applicable laws, rules and regulations
       of the jurisdictions in which they are conducting business,
       including, without limitation, the Americans with
       Disabilities Act of 1990 and all applicable local, state and
       federal employment, truth-in-advertising, franchising and
       immigration laws and regulations, except where the failure
       to be so in compliance would not have a material adverse
       effect on the assets or properties, business, results of
       operations, prospects or condition (financial or otherwise)
       of the Company and its Subsidiaries taken as a whole.
  
                      (xviii)   No transaction has occurred between
       or among the Company and any of its officers or directors or
       any affiliate or affiliates of any such officer or director
       that is required to be described in and is not described or
       incorporated by reference in the Registration Statement and
       the Prospectus.
  
                      (xxix)    The Company has not taken, nor will
       it take, directly or indirectly, any action designed to or
       which might reasonably be expected to cause or result in, or
       which has constituted or which might reasonably be expected
       to constitute, the stabilization or manipulation of the
       price of shares of the Common Stock, to facilitate the sale
       or resale of any of the Securities.
  
                      (xxx)     Commencing with the taxable year
       beginning January 1, 1997, the Company will be organized and
       operating in conformity with the requirements for
       qualification as a "real estate investment trust" under the
       Internal Revenue Code of 1986, as amended (the "Code").  The
       Company's method of operation will permit it to meet and to
       continue to meet the requirements for taxation as a real
       estate investment trust under the Code.  The Company has no
       intention of changing its operations or engaging in
       activities which would cause it to fail to qualify, or make
       economically undesirable its continued qualification as, a
       real estate investment trust.
  
                      (xxxi)    Neither the Company nor any
       Subsidiary is an "investment company" within the meaning of
       the Investment Company Act of 1940, as amended.
  
                      (xxxii)   The Securities have been approved
       for listing subject to official notice of issuance on the
       NYSE.
  
            3.   Purchase, Sale and Delivery of Securities.  On the
  basis of the representations, warranties and agreements contained
  herein, but subject to the terms and conditions set forth herein,
  the Company agrees to issue and sell the Securities, severally
  and not jointly, to the Purchasers, the number of Securities set
  forth opposite that Purchaser's name in Schedule A hereto, at a
  purchase price of $32.1875 per share (the "Purchase Price").  The
  Company agrees to pay to PaineWebber on the Closing Date the
  Finder's Fee with regard to all securities sold on the Closing
  Date under this Placement Agreement.
  
            The Securities to be purchased by the Purchasers will
  be delivered by the Company to the address of each Purchaser as
  set forth on Schedule A, in accordance with the terms of this
  Placement Agreement and against payment of the purchase price
  therefore by wire transfer of same day funds payable to the order
  of the Company in the amount of $ 27,549,281.25 at the bank
  account designated in writing by the Company at least one
  business day prior to the Closing Date, at 10:00 a.m., New York
  time, on Tuesday, March 10, 1998 (or if the NYSE or American
  Stock Exchange or commercial banks in The City of New York are
  not open on such day, the next day on which such exchanges and
  banks are open), or at such other time not later than eight full
  business days thereafter as the Purchasers and the Company
  mutually agree, such time being herein referred to as the
  "Closing Date."  If requested by the Purchasers, the Securities
  will be prepared in definitive form and in such authorized
  denominations and registered in the names of the Purchasers at
  least two business days' prior notice to the Company and will be
  made available for checking and packaging at the Purchasers'
  offices at least one business day prior to the Closing Date.
  
            4.   Covenants.  The Company and the Operating
  Partnership covenants with PaineWebber and for the benefit of the
  Purchasers that:
  
  
                      (a)  The Company will cause the Prospectus
  Supplement to be filed as required by Section 2(a) hereof (but
  only if PaineWebber or its counsel have not reasonably objected
  thereto by notice to the Company after having been furnished a
  copy a reasonable time prior to filing) and will notify
  PaineWebber promptly of such filing.  During the period in which
  a prospectus relating to the Securities is required to be
  delivered under the Act or such date which is 90 days after the
  Closing Date, whichever is later, the Company will notify
  PaineWebber promptly of the time when any subsequent amendment to
  the Registration Statement has become effective or any subsequent
  supplement to the Prospectus has been filed, of any request by
  the Commission for any amendment or supplement to the
  Registration Statement or Prospectus or for additional
  information; the Company will prepare and file with the
  Commission, promptly upon PaineWebber's request, any amendments
  or supplements to the Registration Statement or Prospectus that,
  in PaineWebber's opinion, may be necessary or advisable and the
  Company will file no amendment or supplement to the Registration
  Statement or Prospectus (other than any prospectus supplement
  relating to the offering of other securities registered under the
  Registration Statement or any document required to be filed under
  the Exchange Act that upon filing is deemed to be incorporated by
  reference therein) to which Painewebber or their counsel shall
  reasonably object by notice to the Company after having been
  furnished a copy a reasonable time prior to the filing.
  
                 (b)  The Company will advise Painewebber, promptly
  after it shall receive notice or obtain knowledge thereof, of the
  issuance by the Commission of any stop order suspending the
  effectiveness of the Registration Statement, of the suspension of
  the qualification or registration of the Securities for offering
  or sale in any jurisdiction, or of the initiation or threatening
  of any proceeding for any such purpose; and it will promptly use
  its best efforts to prevent the issuance of any stop order or to
  obtain its withdrawal if such a stop order should be issued.
  
            (c)  The Company will comply with all requirements
  imposed upon it by the Act, the 1933 Act Rules and Regulations,
  the Exchange Act and the Exchange Act Rules and Regulations as
  from time to time in force, so far as necessary to permit the
  continuance of sales of, or dealings in, the Securities as
  contemplated by the provisions hereof and the Prospectus.  If
  during such period where a prospectus relating to the Securities
  is required to be delivered under the Act or such date which is
  90 days after the Closing Date, whichever is later, any event
  occurs as a result of which, in the opinion of PaineWebber's
  counsel, the Registration Statement contains an untrue statement
  of a material fact or omits to state a material fact required to
  be stated therein or necessary to make the statements therein not
  misleading or the Prospectus as then amended or supplemented
  would include an untrue statement of a material fact or omits to
  state a material fact necessary to make the statements therein,
  in the light of the circumstances then existing, not misleading,
  or if during such period it is necessary to amend or supplement
  the Registration Statement or Prospectus to comply with the Act,
  the Company will promptly notify PaineWebber and will amend or
  supplement the Registration Statement or Prospectus (at the
  expense of the Company) so as to correct such statement or
  omission or effect such compliance.
  
                 (d)  The Company will furnish to PaineWebber
  copies of the Registration Statement, the Prospectus (including
  all documents incorporated by reference therein) and all
  amendments and supplements to the Registration Statement and
  Prospectus that are filed with the Commission during the period
  in which a prospectus relating to the Securities is required to
  be delivered under the Act or such date which is 90 days after
  the Closing Date, whichever is later (including all documents
  filed with the Commission during such period that are deemed to
  be incorporated by reference therein), in each case as soon as
  available and in such quantities as PaineWebber may from time to
  time reasonably request.
  
                 (e)  During the period of five years commencing on
  the date upon which the Prospectus Supplement is filed pursuant
  to Rule 424(b) under the Act, the Company will furnish
  PaineWebber with copies of filings of the Company under the Act
  and Exchange Act and with all other financial statements and
  periodic and special reports it distributes generally to the
  holders of any class of its capital stock.
  
                 (f)  The Company will make generally available to
  its security holders as soon as practicable, and in the manner
  contemplated by Rule 158 of the 1933 Act Rules and Regulations
  but in any event not later than 15 months after the end of the
  Company's current fiscal quarter, an earning statement (which
  need not be audited) covering a 12-month period beginning after
  the date upon which the Prospectus Supplement is filed pursuant
  to Rule 424(b) under the Act that shall satisfy the provisions of
  Section 11(a) of the Act and Rule 158 of the 1933 Act Rules and
  Regulations and will advise PaineWebber in writing when such
  statement has been made available.
  
                  (g)  Whether or not the transactions
  contemplated by this Placement Agreement are consummated or this
  Placement Agreement is terminated, the Company will pay, or
  reimburse if paid by PaineWebber, all costs and expenses incident
  to the performance of the obligations of the Company under this
  Placement Agreement, including but not limited to costs and
  expenses of or relating to (i) the preparation, printing and
  filing of the Registration Statement and exhibits thereto, each
  preliminary prospectus, the Prospectus and any amendment or
  supplement to the Registration Statement or the Prospectus, (ii)
  the preparation and delivery of certificates representing the
  Securities, (iii) the word processing, printing and reproduction
  of this Placement Agreement, (iv) the costs incurred by the
  Company in furnishing (including costs of shipping, mailing and
  courier) such copies of the Registration Statement, the
  Prospectus and any preliminary prospectus, and all amendments and
  supplements thereto, as may be requested for use in connection
  with the offering and sale of the Securities to the Purchasers by
  dealers to whom, (v) the listing of the Securities on the NYSE,
  (vi) any filings required to be made by PaineWebber with the
  NASD, and the fees, disbursements and other charges of
  PaineWebber's counsel in connection therewith, (vii) the
  registration or qualification of the Securities for offer and
  sale under the securities or blue sky laws of such jurisdictions
  designated by PaineWebber, including the fees, disbursements and
  other charges of PaineWebber's counsel in connection therewith,
  and the preparation and printing of a blue sky memoranda, (viii)
  counsel to the Company, (ix) the transfer agent for the
  Securities and (x) the Accountants.
  
                      (h)  If this Placement Agreement shall be
  terminated pursuant to any of the provisions hereof or if for any
  reason the Company shall be unable to perform their obligations
  hereunder, the Company will reimburse PaineWebber for all out-of-
  pocket expenses (including the fees, disbursements and other
  charges of PaineWebber counsel) reasonably incurred by
  PaineWebber in connection herewith.
  
                      (i)  The Company will not at any time,
  directly or indirectly, take any action designed to, or which
  might reasonably be expected, to cause or result in, or which has
  constituted or which might reasonably be expected to constitute,
  the stabilization of the price of the Common Stock to facilitate
  the sale or resale of any of the Securities.
  
                      (j)  The Company will apply the net proceeds
  from the sale of the Securities as set forth under the caption
  "Use of Proceeds" in the Prospectus Supplement.
  
                      (k)  Commencing with its taxable year
  beginning January 1, 1997, the Company will elect to, and
  continue, to qualify as a "real estate investment trust" under
  the Code, and will use its best efforts to continue to meet the
  requirements to qualify as a "real estate investment trust."
  
            5.   Conditions of PaineWebber's and the Purchaser's
  Obligations. PaineWebber's obligations under this Agreement and
  the Purchasers' obligation to purchase and pay for the Securities
  as provided herein shall be subject to the accuracy, as of the
  date hereof and the Closing Date (as if made at the Closing
  Date), of the representations and warranties of the Company and
  the Operating Partnership herein, to the performance by the
  Company and the Operating Partnership of their obligations
  hereunder and to the following additional conditions:
  
                 (a)  The Registration Statement shall have been
       declared effective under the Act; the Prospectus shall have
       been filed as required by Section 2(a) hereof; and no stop
       order suspending the effectiveness of the Registration
       Statement shall have been issued and no proceeding for that
       purpose shall have been instituted or, to PaineWebber's
       knowledge or the knowledge of the Company, threatened by the
       Commission, nor has any state securities authority suspended
       the qualification or registration of the Securities for
       offering or sale in any jurisdiction and any request of the
       Commission for additional information (to be included in the
       Registration Statement or the Prospectus or otherwise) shall
       have been complied with the satisfaction of PaineWebber and
       PaineWebber's counsel.
  
                 (b)  PaineWebber shall not have advised the
       Company that the Registration Statement or any amendment
       thereto contains an untrue statement of fact that in the
       opinion of PaineWebber or PaineWebber's counsel is material
       or omits to state a fact that in the opinion of
       PaineWebber's counsel is material, and is required to be
       stated therein or is necessary to make the statements
       therein not misleading, or that the Prospectus, or any
       amendment or supplement thereto, contains an untrue
       statement of fact that in the opinion of PaineWebber or
       PaineWebber's counsel is material or omits to state a fact
       that in the opinion of PaineWebber or PaineWebber's counsel
       is material, and is necessary in light of the circumstance
       under which they were made, to make the statements therein
       not misleading.
  
                 (c)  Except as contemplated in the Prospectus
       Supplement, subsequent to the respective dates as of which
       information is included or incorporated by reference in the
       Registration Statement and the Prospectus, there shall not
       have been any change, on a consolidated basis, in the equity
       capitalization, short- term debt or long-term debt of the
       Company or the Operating Partnership, or any adverse change,
       or any development involving a prospective adverse change,
       in the condition (financial or other), business, prospects,
       net worth or results of operations of the Company or its
       Subsidiaries or any adverse change in the rating assigned to
       any securities of the Company, that, in PaineWebber's
       judgment, makes it impractical or inadvisable to offer the
       Securities on the terms and in the manner contemplated in
       the Prospectus.
  
                 (d)  PaineWebber shall have received the opinions
       of Jaeckle Fleischmann & Mugel, LLP, counsel for the
       Company, and Piper & Marbury, L.L.P., special Maryland
       counsel to the Company (as to which, Jaeckle Fleischmann &
       Mugel, LLP and Rogers & Wells LLP may rely on), each dated
       the Closing Date, in form and substance satisfactory to
       PaineWebber's counsel to the effect that
  
                 (i)       Each of the Company and its Subsidiaries
            has been duly incorporated or formed, as the case may
            be, and is validly existing as a corporation, general
            or limited partnership, or other legal entity, as the
            case may be, in good standing under the laws of its
            jurisdiction of incorporation or formation, as the case
            may be, and has full power (corporate or other) and
            authority to conduct its business as described in the
            Registration Statement and Prospectus, and is duly
            qualified or registered to do business in each
            jurisdiction in which it owns or leases real property
            or in which the conduct of its business requires such
            qualification or registration, except where the failure
            to be so qualified or registered, considering all such
            cases in the aggregate, does not involve a material
            risk to the business, properties, financial position or
            results of operations of the Company and its
            Subsidiaries taken as a whole;
  
                 (ii)      The Company has authorized and issued
            capital stock as set forth in its Quarterly Report on
            Form 10-Q for the quarter ended September 30, 1997, all
            of the issued and outstanding shares of capital stock
            of the Company have been duly and validly authorized
            and issued; and all of the issued and outstanding
            shares of capital stock of the Company are fully paid
            and nonassessable and none of them was issued in
            violation of any preemptive or other similar right.
            The Securities have been duly authorized by the Company
            for issuance and sale and when issued and sold pursuant
            to this Placement Agreement will be duly and validly
            issued, fully paid and nonassessable and none of them
            will have been issued in violation of any preemptive or
            other similar right.  Except as disclosed in the
            Registration Statement and the Prospectus, there is no
            outstanding option, warrant or other right calling for
            the issuance of, and, to the knowledge of such counsel,
            no commitment, plan or arrangement to issue, any share
            of capital stock of the Company or any security
            convertible into, exercisable for, or exchangeable for
            capital stock of the Company.  Except as described in
            Schedule 1 thereto, no holder of any security of the
            Company has the right to have any security owned by
            such holder included for registration in the
            Registration Statement or to demand registration of any
            security owned by such holder during the 180 days after
            the date of this Placement Agreement.  The issued and
            outstanding capital stock of the Company and the
            Securities conform, or will conform, in all material
            respects to the descriptions thereof contained in the
            Registration Statement and the Prospectus.  The form of
            certificate used to evidence the Securities is in due
            and proper form and complies with all applicable
            statutory requirements, with any applicable
            requirements of the Company's organizational documents
            and with the requirements of the NYSE.
            
                 (iii)     The Registration Statement has become
            effective under the Act, the Prospectus Supplement has
            been filed as required by Section 2(a) hereof and, to
            the best knowledge of such counsel, after due inquiry,
            no stop order suspending the effectiveness of the
            Registration Statement has been issued and no
            proceeding for that purpose has been instituted or
            threatened by the Commission;
  
                 (iv)      Each part of the Registration Statement,
            when such part became effective, and the Prospectus and
            any amendment or supplement thereto, on the date of
            filing thereof with the Commission and at the Closing
            Date, complied as to form in all material respects with
            the requirements of the Act and the 1933 Act Rules and
            Regulations, and such counsel has no reason to believe
            that either (i) any part of the Registration Statement,
            when such part became effective or was filed under the
            Act or Exchange Act, contained an untrue statement of a
            material fact or omitted to state a material fact
            required to be stated therein or necessary to make the
            statements therein not misleading or (ii) the
            Prospectus and any amendment or supplement thereto, on
            the date of filing thereof with the Commission or at
            the Closing Date, included an untrue statement of a
            material fact or omitted to state a material fact
            necessary to make the statements therein, in the light
            of the circumstances under which they were made, not
            misleading; and the documents incorporated by reference
            in the Registration Statement or Prospectus or any
            amendment or supplement thereto, when they became
            effective under the Act or were filed with the
            Commission under the Act or Exchange Act, as the case
            may be, complied as to form in all material respects
            with the requirements of the Act or the Exchange Act,
            as applicable, and the rules and regulations of the
            Commission thereunder; it being understood that such
            counsel need express no opinion as to the financial
            statements or other financial data included in any
            other documents mentioned in this clause;
  
                 (v)       The descriptions in the Registration
            Statement and Prospectus of statutes, legal and
            governmental proceedings, contracts and other documents
            are accurate and fairly present the information
            required to be shown; and such counsel does not know of
            any statutes or legal or governmental proceedings
            required to be described in the Prospectus that are not
            described as required, or of any contracts or documents
            of a character required to be described in the
            Registration Statement or Prospectus (or required to be
            filed under the Exchange Act if upon such filing they
            would be incorporated by reference therein) or to be
            filed as exhibits to the Registration Statement that
            are not described and filed as required;
  
                 (vi)      This Placement Agreement has been duly
            authorized, executed and delivered by the Company and
            the Operating Partnership; the execution, delivery and
            performance of this Placement Agreement and the
            consummation of the transactions contemplated herein
            will not result in a breach or violation of any of the
            terms and provisions of, or constitute a default under,
            (a) any statute, indenture, mortgage, deed of trust,
            voting trust agreement, loan agreement, bond,
            debenture, note agreement or evidence of indebtedness,
            lease, contract or other agreement or instrument known
            to such counsel to which the Company or its
            Subsidiaries are a party or by which they are bound or
            to which any of the property or other assets of the
            Company or its Subsidiaries is subject, (b) the
            articles of incorporation, by- laws, certificate of
            general or limited partnership, partnership agreement,
            or other organizational document of the Company or any
            of its Subsidiaries, as applicable, or (c) any order,
            rule or regulation known to such counsel of any court
            or governmental agency or body having jurisdiction over
            the Company or its Subsidiaries or any of their
            properties or other assets; and no consent, approval,
            authorization, notice to, order of, or filing with, any
            court or governmental agency or body is required for
            the consummation of the transactions contemplated by
            this Placement Agreement in connection with the
            issuance or sale of the Securities by the Company,
            except such as have been obtained under the Act or from
            the NYSE and the NASD;
  
                 (vii)     Commencing with the taxable year
            beginning January 1, 1997, the Company has continuously
            been organized and operated in conformity with the
            requirements for qualification as a "real estate
            investment trust" under the Code.  The Company's method
            of operation will permit it to continue to meet the
            requirements for taxation as a "real estate investment
            trust" under the Code.  The federal income tax
            treatment described in the Prospectus under the caption
            "Federal Income Tax Considerations" is accurate;
  
                 (viii)    To the best of such counsel's knowledge,
            neither the Company nor any of its Subsidiaries is in
            violation of any term or provision of their respective
            articles of incorporation, by-laws, certificate of
            general or limited partnership, partnership agreement
            or other organizational document, as applicable, or in
            violation of or default under any indenture, mortgage,
            deed of trust, voting trust agreement, loan agreement,
            bond, debenture, note agreement or evidence of
            indebtedness, lease, contract, permit, judgment,
            decree, order, statute, rule or regulation;
  
                 (ix)      To the best of such counsel's knowledge,
            there is no litigation or governmental or other
            proceeding or investigation, before any court or before
            or by any public body or board pending or threatened
            against, or involving the assets, properties or
            businesses of, the Company or any of its Subsidiaries,
            involving the Company's or any of its Subsidiaries'
            officers or directors or to which any of the Company's
            or any of its Subsidiaries' properties or other assets
            is subject which would have a material adverse effect
            upon the assets or properties, business, results of
            operations, prospects or condition (financial or
            otherwise) of the Company and its Subsidiaries taken as
            a whole; and
  
                 (x)       Neither the Company nor any of its
            Subsidiaries is an "investment company" within the
            meaning of the Investment Company Act of 1940, as
            amended.
  
                 (e)       PaineWebber shall have received from
       Rogers & Wells LLP, PaineWebber's counsel, such opinion or
       opinions, dated the Closing Date, with respect to the
       organization of the Company, the validity of the Securities,
       the Registration Statement, the Prospectus and other related
       matters as PaineWebber reasonably may request, and such
       counsel shall have received such papers and information as
       they request to enable them to pass upon such matters.
  
                 (f)       At the time of execution of this
       Placement Agreement and at the Closing Date, PaineWebber
       shall have received a letter, dated the date of delivery
       thereof, from Ernst & Young LLP, the independent public
       accountants of the Company, in the form previously agreed to
       by PaineWebber.
  
                      (g)       PaineWebber shall have received
       from the Company a certificate, signed by the President or a
       Vice President and by the principal financial or accounting
       officer of the Company, dated the Closing Date, to the
       effect that, to the best of their knowledge based upon
       reasonable investigation:
  
                      (i)       The representations and warranties
            of the Company in this Placement Agreement are true and
            correct, as if made at and as of the Closing Date, and
            the Company has complied with all the agreements and
            satisfied all the conditions on its part to be
            performed or satisfied at or prior to the Closing Date;
  
                      (ii)      No stop order suspending the
            effectiveness of the Registration Statement has been
            issued, and no proceeding for that purpose has been
            instituted or is threatened by the Commission nor has
            any state securities authority suspended the
            qualification or registration of the Securities for
            offering or sale in any jurisdiction;
  
                      (iii)     Since the effective date of the
            Registration Statement, there has occurred no event
            required to be set forth in an amendment or supplement
            to the Registration Statement or Prospectus that has
            not been so set forth, and there has been no document
            required to be filed under the Exchange Act and the
            Exchange Act Rules and Regulations of the Commission
            thereunder that upon such filing would be deemed to be
            incorporated by reference in the Prospectus that has
            not been so filed;
  
                      (iv)      Since the respective dates as of
            which information is given in the Registration
            Statement and the Prospectus, (a) there has not been,
            and no development has occurred which could reasonably
            be expected to result in, a material adverse change in
            the general affairs, business, business prospects,
            properties, management, condition (financial or
            otherwise) or results of operations of the Company and
            its Subsidiaries, taken as a whole, whether or not
            arising from transactions in the ordinary course of
            business, in each case other than as set forth in or
            contemplated by the Registration Statement and the
            Prospectus and (b) neither the Company nor any of its
            Subsidiaries has sustained any material loss or
            interference with its business or properties from fire,
            explosion, flood or other casualty, whether or not
            covered by insurance, or from any labor dispute or any
            court or legislative or other governmental action,
            order or decree, which is not set forth in the
            Registration Statement and the Prospectus; and
  
                      (v)       such other matters as PaineWebber
            or PaineWebber's counsel may reasonably request.
  
                      (h)       On or prior to the Closing Date,
       PaineWebber shall have received the executed agreements
       referred to in Section 4(k).
  
                      (i)       Prior to the Closing Date, the
       Securities shall have been duly authorized for listing by
       the NYSE upon official notice of issuance.
  
                      (j)       The NASD shall have approved the
  terms and arrangements set forth in this Agreement and such
  approval shall not have been withdrawn or limited.
  
                      (k)       All such opinions, certificates,
       letters and other documents will be in compliance with the
       provisions hereof only if they are satisfactory in form and
       substance to PaineWebber and PaineWebber's counsel.  The
       Company will furnish PaineWebber with such conformed copies
       of such opinions, certificates, letters and other documents
       as PaineWebber shall reasonably request and the Company
       shall furnish to PaineWebber such further certificates and
       documents as PaineWebber shall have reasonably requested.
  
            6.   Indemnification and Contribution.
  
                      (a)       The Company agrees to indemnify and
       hold PaineWebber harmless, their directors, officers,
       employees and agents and each person, if any, who controls
       it within the meaning of Section 15 of the Act or Section 20
       of the Exchange Act from and against any and all losses,
       claims, liabilities, expenses and damages (including, but
       not limited to, any and all investigative, legal and other
       expenses reasonably incurred in connection with, and any and
       all amounts paid in settlement of, any action, suit or
       proceeding between any of the indemnified parties and any
       indemnifying parties or between any indemnified party and
       any third party, or otherwise, or any claim asserted), as
       and when incurred to which PaineWebber, or any such person,
       may become subject under the Act, the Exchange Act or other
       federal or state statutory law or regulation, at common law
       or otherwise, insofar as such losses, claims, liabilities,
       expenses or damages arise out of or are based on (i) any
       untrue statement or alleged untrue statement of a material
       fact contained in any preliminary prospectus, the
       Registration Statement or the Prospectus or any amendment or
       supplement to the Registration Statement or the Prospectus
       or in any documents filed under the Exchange Act and deemed
       to be incorporated by reference into the Prospectus, or in
       any application or other document executed by or on behalf
       of the Company or based on written information furnished by
       or on behalf of the Company filed in any jurisdiction in
       order to qualify the Securities under the securities or blue
       sky laws thereof or filed with the Commission, (ii) the
       omission or alleged omission to state in such document a
       material fact required to be stated in it or necessary to
       make the statements in it not misleading or (iii) any act or
       failure to act or any alleged act or failure to act by
       PaineWebber in connection with, or relating in any manner
       to, the Securities or the offering contemplated hereby, and
       which is included as part of or referred to in any loss,
       claim, damage, liability or action arising out of or based
       upon matters covered by clause (i) or (ii) above (provided
       that the Company shall not be liable under this clause (iii)
       to the extent it is finally judicially determined by a court
       of competent jurisdiction that such loss, claim, damage,
       liability or action resulted directly from any such acts or
       failures to act undertaken or omitted to be taken by
       PaineWebber through their gross negligence or willful
       misconduct); provided that the Company will not be liable to
       the extent that such loss, claim, liability, expense or
       damage arises from the sale of the Securities in the public
       offering to any person and is based on an untrue statement
       or omission or alleged untrue statement or omission made in
       reliance on and in conformity with information relating to
       PaineWebber furnished in writing to the Company by
       PaineWebber expressly for inclusion in the Registration
       Statement or the Prospectus. PaineWebber confirms to the
       Company and the Company acknowledges that only the following
       information appearing in the Prospectus with respect to the
       offering of the Securities has been furnished to the Company
       by PaineWebber for use in the Prospectus: (i) the names of
       PaineWebber contained on the cover page and back cover page
       of the Prospectus Supplement; and (ii) the information under
       the caption "Plan of Distribution" in the Prospectus
       Supplement.  This indemnity agreement will be in addition to
       any liability that the Company might otherwise have.
  
                      (b)       PaineWebber will indemnify and hold
       harmless the Company, each person, if any, who controls the
       Company within the meaning of Section 15 of the Act or
       Section 20 of the Exchange Act, each director of the Company
       and each officer of the Company who signs the Registration
       Statement to the same extent as the foregoing indemnity from
       the Company to PaineWebber, but only insofar as losses,
       claims, liabilities, expenses or damages arise out of or are
       based on any untrue statement or omission or alleged untrue
       statement or omission made in reliance on and in conformity
       with information relating to PaineWebber furnished in
       writing to the Company by PaineWebber expressly for use in
       the Registration Statement, the preliminary prospectus or
       the Prospectus.  This indemnity will be in addition to any
       liability that PaineWebber might otherwise have; provided,
       however, that in no case shall PaineWebber be liable or
       responsible for any amount in excess of the Finder's Fee
       received by PaineWebber.
  
                      (c)       Any party that proposes to assert
       the right to be indemnified under this Section 6 will,
       promptly after receipt of notice of commencement of any
       action against such party in respect of which a claim is to
       be made against an indemnifying party or parties under this
       Section 6, notify each such indemnifying party of the
       commencement of such action, enclosing a copy of all papers
       served, but the omission so to notify such indemnifying
       party will not relieve it from any liability that it may
       have to any indemnified party under the foregoing provisions
       of this Section 6 unless, and only to the extent that, such
       omission results in the forfeiture of substantive rights or
       defenses by the indemnifying party.  If any such action is
       brought against any indemnified party and it notifies the
       indemnifying party of its commencement, the indemnifying
       party will be entitled to participate in and, to the extent
       that it elects by delivering written notice to the
       indemnified party promptly after receiving notice of the
       commencement of the action from the indemnified party,
       jointly with any other indemnifying party similarly
       notified, to assume the defense of the action, with counsel
       satisfactory to the indemnified party, and after notice from
       the indemnifying party to the indemnified party of its
       election to assume the defense, the indemnifying party will
       not be liable to the indemnified party for any legal or
       other expenses except as provided below and except for the
       reasonable costs of investigation subsequently incurred by
       the indemnified party in connection with the defense.  The
       indemnified party will have the right to employ its own
       counsel in any such action, but the fees, expenses and other
       charges of such counsel will be at the expense of such
       indemnified party unless (1) the employment of counsel by
       the indemnified party has been authorized in writing by the
       indemnifying party, (2) the indemnified party has reasonably
       concluded (based on advice of counsel) that there may be
       legal defenses available to it or other indemnified parties
       that are different from or in addition to those available to
       the indemnifying party, (3) a conflict or potential conflict
       exists (based on advice of counsel to the indemnified party)
       between the indemnified party and the indemnifying party (in
       which case the indemnifying party will not have the right to
       direct the defense of such action on behalf of the
       indemnified party) or (4) the indemnifying party has not in
       fact employed counsel to assume the defense of such action
       within a reasonable time after receiving notice of the
       commencement of the action, in each of which cases the
       reasonable fees, disbursements and other charges of counsel
       will be at the expense of the indemnifying party or parties.
       It is understood that the indemnifying party or parties
       shall not, in connection with any proceeding or related
       proceedings in the same jurisdiction, be liable for the
       reasonable fees, disbursements and other charges of more
       than one additional firm admitted to practice in such
       jurisdiction at any one time for all such indemnified party
       or parties.  All such fees, disbursements and other charges
       will be reimbursed by the indemnifying party promptly as
       they are incurred. An indemnifying party will not be liable
       for any settlement of any action or claim effected without
       its written consent (which consent will not be unreasonably
       withheld); provided however, no indemnifying party shall,
       without the prior written consent of each indemnified party,
       settle or compromise or consent to the entry of any judgment
       in any pending or threatened claim, action or proceeding
       relating to the matters contemplated by this Section 6
       (whether or not any indemnified party is a party thereto),
       unless such settlement, compromise or consent includes an
       unconditional release of each indemnified party from all
       liability arising or that may arise out of such claim,
       action or proceeding.  Notwithstanding any other provision
       of this Section 6(c), if at any time an indemnified party
       shall have requested an indemnifying party to reimburse the
       indemnified party for fees and expenses of counsel, such
       indemnifying party agrees that it shall be liable for any
       settlement effected without its written consent if (i) such
       settlement is entered into more than 45 days after receipt
       by such indemnifying party of the aforesaid request, (ii)
       such indemnifying party shall have received notice of the
       terms of such settlement at least 30 days prior to such
       settlement being entered into and (iii) such indemnifying
       party shall not have reimbursed such indemnified party in
       accordance with such request prior to the date of such
       settlement.
  
                      (d)       In order to provide for just and
       equitable contribution in circumstances in which the
       indemnification provided for in the foregoing paragraphs of
       this Section 6 is applicable in accordance with its terms
       but for any reason is held to be unavailable from the
       Company or PaineWebber, the Company and PaineWebber will
       contribute to the total losses, claims, liabilities,
       expenses and damages (including any investigative, legal and
       other expenses reasonably incurred in connection with, and
       any amount paid in settlement of, any action, suit or
       proceeding or any claim asserted, but after deducting any
       contribution received by the Company from persons other than
       PaineWebber, such as persons who control the Company within
       the meaning of the Act, officers of the Company who signed
       the Registration Statement and directors of the Company, who
       also may be liable for contribution) to which the Company
       and PaineWebber may be subject in such proportion as shall
       be appropriate to reflect the relative benefits received by
       the Company on the one hand and PaineWebber on the other.
       The relative benefits received by the Company on the one
       hand and PaineWebber on the other shall be deemed to be in
       the same proportion as the total net proceeds from the
       offering (before deducting expenses) received by the Company
       bear to the total Finder's Fees received by PaineWebber, in
       each case as set forth in the table on the cover page of the
       Prospectus Supplement.  If, but only if, the allocation
       provided by the foregoing sentence is not permitted by
       applicable law, the allocation of contribution shall be made
       in such proportion as is appropriate to reflect not only the
       relative benefits referred to in the foregoing sentence but
       also the relative fault of the Company on the one hand, and
       PaineWebber, on the other, with respect to the statements or
       omissions which resulted in such loss, claim, liability,
       expense or damage, or action in respect thereof, as well as
       any other relevant equitable considerations with respect to
       such offering.  Such relative fault shall be determined by
       reference to whether the untrue or alleged untrue statement
       of a material fact or omission or alleged omission to state
       a material fact relates to information supplied by the
       Company or PaineWebber, the intent of the parties and their
       relative knowledge, access to information and opportunity to
       correct or prevent such statement or omission.  The Company
       and PaineWebber agree that it would not be just and
       equitable if contributions pursuant to this Section 6(d)
       were to be determined by pro rata allocation or by any other
       method of allocation which does not take into account the
       equitable considerations referred to herein.  The amount
       paid or payable by an indemnified party as a result of the
       loss, claim, liability, expense or damage, or action in
       respect thereof, referred to above in this Section 6(d)
       shall be deemed to include, for purpose of this Section
       6(d), any legal or other expenses reasonably incurred by
       such indemnified party in connection with investigating or
       defending any such action or claim.  Notwithstanding the
       provisions of this Section 6(d), PaineWebber shall not be
       required to contribute any amount in excess of the Finder's
       Fees received by PaineWebber and no person found guilty of
       fraudulent misrepresentation (within the meaning of Section
       11(f) of the Act) will be entitled to contribution from any
       person who was not guilty of such fraudulent
       misrepresentation.  For purposes of this Section 6(d), any
       person who controls a party to this Placement Agreement
       within the meaning of the Act will have the same rights to
       contribution as that party, and each officer of the Company
       who signed the Registration Statement will have the same
       rights to contribution as the Company, subject in each case
       to the provisions hereof.  Any party entitled to
       contribution, promptly after receipt of notice of
       commencement of any action against such party in respect of
       which a claim for contribution may be made under this
       Section 6(d), will notify any such party or parties from
       whom contribution may be sought, but the omission so to
       notify will not relieve the party or parties from whom
       contribution may be sought from any other obligation it or
       they may have under this Section 6(d). Except for a
       settlement entered into pursuant to the last sentence of
       Section 6(c) hereof, no party will be liable for
       contribution with respect to any action or claim settled
       without its written consent (which consent will not be
       unreasonably withheld).
  
                      (e)       The indemnity and contribution
       agreements contained in this Section 6 and the
       representations and warranties of the Company and the
       Operating Partnership contained in this Placement Agreement
       shall remain operative and in full force and effect
       regardless of (i) any investigation made by or on behalf of
       PaineWebber, (ii) acceptance of the Securities and payment
       therefor or (iii) any termination of this Placement
       Agreement.
  
            7.   Representations and Agreements to Survive
  Delivery.  All representations, warranties and agreements of the
  Company and the Operating Partnership contained herein or in
  certificates delivered pursuant hereto, and PaineWebber's
  agreements contained in Section 6 hereof, shall remain operative
  and in full force and effect regardless of any investigation made
  by or on behalf of PaineWebber or any controlling persons, or the
  Company or any of its officers, directors or any controlling
  persons, and shall survive delivery of and payment for the
  Securities hereunder.
  
            8.   Termination. PaineWebber shall have the right by
  giving notice as hereinafter specified at any time at or prior to
  the Closing Date, to terminate this Placement Agreement if (i)
  the Company shall have failed, refused or been unable, at or
  prior to the Closing Date, to perform any agreement on its part
  to be performed hereunder, (ii) any other condition of
  PaineWebber's obligations hereunder is not fulfilled when due,
  (iii) trading on the NYSE shall have been wholly suspended, (iv)
  minimum or maximum prices for trading shall have been fixed, or
  maximum ranges for prices for the Common Stock shall have been
  required on the NYSE by the NYSE or by order of the Commission or
  any other governmental authority having jurisdiction, (v) a
  banking moratorium shall have been declared by federal or New
  York authorities, or (vi) an outbreak of major hostilities in
  which the United States is involved, a declaration of war by
  Congress, any other substantial national or international
  calamity or any other event or occurrence of a similar character
  shall have occurred since the execution of this Placement
  Agreement that, in PaineWebber's judgment, makes it impractical
  or inadvisable to proceed with the completion of the sale of and
  payment for the Securities.  Any such termination shall be
  without liability of any party to any other party with respect to
  Securities not purchased by reason of such termination except
  that the provisions of Section 4(g) and Section 6 hereof shall at
  all times be effective. If PaineWebber elects to terminate this
  Placement Agreement as provided in this Section, the Company
  shall be notified promptly by PaineWebber by telephone, telex or
  telecopy, confirmed by letter.
  
            9.   Notices.  All notices or communications hereunder
  shall be in writing and if sent to PaineWebber shall be mailed,
  delivered, telexed or telecopied and confirmed to PaineWebber at
  1285 Avenue of the Americas, New York, New York 10019, c/o Real
  Estate investment Banking, attention: David R. Jarvis (with copy
  to Jay L. Bernstein, Esq., c/o Rogers & Wells, 200 Park Avenue,
  New York, New York 10166), or if sent to the Company, shall be
  mailed, delivered, telexed or telecopied and confirmed to Steven
  G. Rogers, c/o the Company at 300 One Jackson Place, 188 East
  Capitol Street, Jackson, Mississippi 39201 (with copy to Joseph
  P. Kubarek, Esq., c/o Jaeckle Fleischmann & Mugel, LLP, Fleet
  Bank Building, Twelve Fountain Plaza, Buffalo, New York 14202-
  2292). Any party to this Placement Agreement may change such
  address for notices by sending to the other party to this
  Placement Agreement written notice of a new address for such
  purpose.
  
            10.  Parties.  This Placement Agreement shall inure to
  the benefit of, and be binding upon, the Company, the Operating
  Partnership and PaineWebber and their respective successors and
  the controlling persons, officers, directors, employees and
  representatives referred to in Section 6 hereof, and no other
  person will have any right or obligation hereunder.
  
            11.  Applicable Law.  This Placement Agreement shall be
  governed by, and construed in accordance with, the laws of the
  State of New York.
  
            If the foregoing correctly sets forth the understanding
  between the Company, the Operating Partnership and PaineWebber,
  please so indicate in the space provided below for that purpose,
  whereupon this letter shall constitute a binding agreement
  between the Company, the Operating Partnership and PaineWebber.
  
  
                                Very truly yours,
  
                                PARKWAY PROPERTIES, INC.
  
  
                                 By:
                                     Name:
                                     Title:
  
  
                                PARKWAY PROPERTIES, L.P.
  
                                By:  Parkway Properties, Inc.,
                                     its sole general partner
  
                                By:
                                     Name:
                                     Title:
  
  
  
  ACCEPTED as of the date first above
    written
  PAINEWEBBER INCORPORATED
  
  
  By:
       Name:
       Title:
  
  
  
                             SCHEDULE A
  
  Purchasers            Address                      Shares
  
  [A]            [                  ]               [        ]
  
  [B]            [                  ]               [        ]
  
                 Total                              [        ]
  
  
                             SCHEDULE B
  
  
  
  Subsidiaries
  
  1.   Parkway Realty Services, Inc.
  2.   Parkway Properties, L.P.
  3.   Parkway Properties General Partners, Inc.
  4.   Golf Properties, Inc.1
  5.   Wink/Parkway Partnership
  6.   Parkway Jackson LLC
  7.   Parkway Mississippi LLC
  8.   Parkway Portfolio I LLC
  9.   Parkway Realty Services, LLC
  10.  PKY Corporation
  11.  Parkway Properties Tax Administration, LLC
  12.  Parkway Lamar LLC
  
                             SCHEDULE C
  
  Entities with Registration Rights
  
  1.   Delaware Group Dividend and Income Fund, Inc.
  2.   Delaware Pooled Trust, Inc. for the Real Estate
       Investment Trust Portfolio
  3.   Charter Oak Partners
  4.   Pennsylvania Public School Employees Retirement System
  5.   Morgan Stanley U.S. Real Estate (Retail)
  6.   Morgan Stanley Institutional Fund Real Estate Portfolio
  7.   MS SIVAC Real Estate
  
  
  
  
  
  _______________________________
  1
  1 The Company owns no voting shares of Gulf Properties, Inc.,
  only non-voting shares.
metadata_documents: [{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 83642}]
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": "98558589"}, "business-address": {"street1": "ONE JACKSON PL", "street2": "188 E CAPITOL ST STE 1000", "city": "JACKSON", "state": "MS", "zip": "39225-4647", "phone": "6019484091"}, "mail-address": {"street1": "P O BOX 22728", "street2": "P O BOX 22728", "city": "JACKSON", "state": "MS", "zip": "39201"}, "former-company": {"former-conformed-name": "PARKWAY CO", "date-changed": "19951018"}}
text: UNITED STATES
  
                 SECURITIES AND EXCHANGE COMMISSION
                                  
                        WASHINGTON, DC  20549
                                  
                 ----------------------------------
                                  
                              FORM 8-K
                                  
                                  
                           CURRENT REPORT
                                  
                                  
                   Pursuant to Section 13 or 15(d)
                               of the
                   Securities Exchange Act of 1934
  
  Date of Report (Date earliest event reported): March 5, 1998
                                                 -----------------
  
                      PARKWAY PROPERTIES, INC.
  ------------------------------------------------------------------
        (Exact name of Registrant as specified in its charter)
  
  Maryland                    1-11533                   74-2123597
  ------------------------------------------------------------------
  (State or other     (Commission File Number)       (IRS Employer
  jurisdiction of                                    Identification
  incorporation)                                     Number)
  
  One Jackson Place Suite 1000
    188 East Capitol Street
        P. O. Box 24647
       Jackson,  Mississippi                             39225-4647
  ------------------------------------------------------------------
  (Address of principal executive offices)               (Zip Code)
  
  Registrant's telephone number, including area code (601) 948-4091
                                                     ---------------
  
  ------------------------------------------------------------------
    (Former name or former address, if changed since last report)
  
                              FORM 8-K
                                  
                      PARKWAY PROPERTIES, INC.
  
  Item 5.   Other Events.
  
  On  March  5, 1998, Parkway Properties, Inc. priced the  sale  of
  855,900  shares  of  its Common Stock under  its  existing  shelf
  registration statement at a purchase price of $32.1875 per  share
  to  institutional  investors. All of  the  net  proceeds  of  the
  placement  (approximately $26.9 million net  of  commissions  and
  expenses) will be used for the repayment of outstanding  variable
  rate  indebtedness. PaineWebber Incorporated served as  the  sole
  placement agent for the placement.
  
  Item 7.   Financial Statements and Exhibits.
  
            (c)  Exhibits.
  
               (1)    Placement   Agreement   between   PaineWebber
       Incorporated,   Parkway   Properties,   Inc.   and   Parkway
       Properties  LP  dated  March 5,  1998.   Parkway  agrees  to
       furnish   supplementally  to  the  Securities  and  Exchange
       Commission  on  request a copy of any  omitted  schedule  or
       exhibit to this agreement.
  
                              FORM 8-K
                                  
                      PARKWAY PROPERTIES, INC.
                                  
                                  
                             SIGNATURES
  
  Pursuant  to the requirements of the Securities Exchange  Act  of
  1934, the Registrant has duly caused this report to be signed  on
  its behalf by the undersigned hereunto duly authorized.
  
  DATE:  March 5, 1998               PARKWAY PROPERTIES, INC.
  
                                     BY:  /s/Sarah P. Clark
                                          Sarah P. Clark
                                          Senior Vice President,
                                          Chief Financial Officer,
                                          Treasurer and Secretary
  
                                                                   
                                                                   
  
                           855,900 Shares
  
                      PARKWAY PROPERTIES, INC.
  
                            Common Stock
                         ($0.001 Par Value)
  
                         PLACEMENT AGREEMENT
  
  March 5, 1998
  
  PAINEWEBBER INCORPORATED
       as placement agent,
  c/o  PaineWebber Incorporated
       1285 Avenue of the Americas
       New York, New York 10019
  
  Dear Ladies and Gentlemen:
  
            Parkway Properties, Inc., a Maryland corporation (the
  "Company") and Parkway Properties LP, a Delaware partnership (the
  "Operating Partnership"), confirm their agreement with
  PaineWebber Incorporated ("PaineWebber"), as placement agent for
  the Company in connection with the sale of the Securities (as
  defined herein) on or about March 5, 1998.  The Company has
  agreed to pay PaineWebber a finder's fee (the "Finder's Fee") of
  2% of the purchase price paid by Purchasers as listed on Schedule
  A hereto.  The Purchasers shall purchase the Securities for a
  purchase price of $32.1875 per share of Common Stock (as defined
  herein).  The Finder's Fee shall be paid by the Company to
  PaineWebber at the "Closing" by wire transfer or by other means
  mutually agreed upon. The "Closing" shall mean the settlement
  date on which the Purchasers pay to the Company the purchase
  price by wire transfer (or otherwise) for the Securities.
  
            PaineWebber and the Company hereby confirm that
  PaineWebber's sole obligation with respect to the transaction
  described herein is the introduction of the Purchasers to the
  Company.  Without limiting the foregoing, the Company
  specifically acknowledges that PaineWebber is not an underwriter
  in this transaction.
  
            1.   Description of Securities.  The Company proposes
  to issue and sell to the Purchasers, severally and not jointly,
  855,900 shares of Common Stock, $0.001 par value (the "Common
  Stock").  The shares of Common Stock to be issued and sold by the
  Company are hereinafter referred to as the "Securities".
  
            2.   Representations and Warranties of the Company.
  The Company and the Operating Partnership represent and warrant
  to PaineWebber and for the benefit of the Purchasers that:
  
                      (i)       Registration statements on Form S-3
       (File No. 333-16479), and pre-effective amendment no. 1
       thereto, with respect to the Securities, including a
       prospectus, have been carefully prepared by the Company in
       conformity with the requirements of the Securities Act of
       1933, as amended (the "Act") and the rules and regulations
       (the "1933 Act Rules and Regulations") of the Securities and
       Exchange Commission (the "Commission") thereunder, have been
       filed with the Commission and declared effective.  Such
       registration statement and prospectus may have been amended
       or supplemented prior to the date of this Placement
       Agreement; any such amendment or supplement was so prepared
       and filed, and any such amendment filed after the effective
       date of such registration statement has been declared
       effective.  No stop order suspending the effectiveness of
       either registration statement has been issued, and no
       proceeding for that purpose has been instituted or
       threatened by the Commission.  A prospectus supplement (the
       "Prospectus Supplement") setting forth the terms of the
       offering, sale and plan of distribution of the Securities
       and additional information concerning the Company and its
       business has been or will be so prepared and will be filed
       pursuant to Rule 424(b) of the 1933 Act Rules and
       Regulations on or before the second business day after the
       date hereof (or such earlier time as may be required by the
       1933 Act Rules and Regulations).  Copies of such
       registration statement and prospectus, any such amendments
       or supplements and all documents incorporated by reference
       therein that were filed with the Commission on or prior to
       the date of this Placement Agreement (including one fully
       executed copy of the registration statement and of each
       amendment thereto for PaineWebber and its counsel) have been
       delivered to PaineWebber and its  counsel. The registration
       statement, as it may have heretofore been amended, is
       referred to herein as the "Registration Statement," and the
       final form of prospectus included in the Registration
       Statement, as supplemented by the Prospectus Supplement, is
       referred to herein as the "Prospectus."  Any reference
       herein to the Registration Statement, the Prospectus or any
       amendment or supplement thereto shall be deemed to refer to
       and include the documents incorporated by reference therein,
       and any reference herein to the terms "amend," "amendment"
       or "supplement" with respect to the Registration Statement
       or Prospectus shall be deemed to refer to and include the
       filing after the execution hereof of any document with the
       Commission deemed to be incorporated by reference therein.
       For purposes of this Placement Agreement, all references to
       the Registration Statement and Prospectus or to any
       amendment or supplement thereto shall be deemed to include
       any copy filed with the Commission pursuant to its
       Electronic Data Gathering Analysis and Retrieval System
       ("EDGAR"), and such copy shall be identical in content to
       any Prospectus delivered to PaineWebber for use in
       connection with the offering of the Securities.
  
                      (ii)      Each part of the Registration
       Statement, when such part became or becomes effective and
       the Prospectus and any amendment or supplement thereto, on
       the date of filing thereof with the Commission and at the
       Closing Date (as hereinafter defined), conformed in all
       material respects with the requirements of the Act and the
       1933 Act Rules and Regulations; each part of the
       Registration Statement, when such part became or becomes
       effective, or when such part was filed with the Commission,
       did not or will not contain an untrue statement of a
       material fact or omit to state a material fact required to
       be stated therein or necessary to make the statements
       therein not misleading; the Prospectus and any amendment or
       supplement thereto, on the date of filing thereof with the
       Commission and at the Closing Date, did not include an
       untrue statement of a material fact or omit to state a
       material fact necessary to make the statements therein, in
       the light of the circumstances under which they were made,
       not misleading; except that the foregoing shall not apply to
       statements in, or omissions from, any such document in
       reliance upon, and in conformity with, written information
       concerning PaineWebber that was furnished to the Company by
       PaineWebber specifically for use in the preparation thereof.
  
                      (iii)     The documents incorporated by
       reference in the Registration Statement, the Prospectus, any
       amendment or supplement thereto, when they became or become
       effective under the Act or were or are filed with the
       Commission under the Act or the Securities Exchange Act of
       1934, as amended (the "Exchange Act"), as the case may be,
       conformed or will conform in all material respects with the
       requirements of the Act, the 1933 Act Rules and Regulations,
       the Exchange Act and/or the rules and regulations of the
       Commission thereunder (the "Exchange Act Rules and
       Regulations"), as applicable.
  
                      (iv)      The consolidated financial
       statements of the Company together with the related
       schedules and notes thereto, set forth or included or
       incorporated by reference in the Registration Statement and
       Prospectus fairly present the financial condition of the
       Company and its consolidated subsidiaries as of the dates
       indicated and the results of operations, changes in
       financial position, stockholders' equity and cash flows for
       the periods therein specified, in conformity with generally
       accepted accounting principles consistently applied
       throughout the periods involved (except as otherwise stated
       therein).  The summary and selected financial and
       statistical data included or incorporated by reference in
       the Registration Statement and the Prospectus present fairly
       the information shown therein and, to the extent based upon
       or derived from the financial statements, have been compiled
       on a basis consistent with the financial statements
       presented therein.  In addition, the pro forma financial
       statements of the Company, and the related notes thereto,
       included or incorporated by reference in the Registration
       Statement and the Prospectus present fairly the information
       shown therein, have been prepared in accordance with the
       Commission's rules and guidelines with respect to pro forma
       financial statements and have been properly compiled on the
       basis described therein, and the assumptions used in the
       preparation thereof are reasonable and the adjustments used
       therein are appropriate to give effect to the transactions
       and circumstances referred to therein. Furthermore, all
       financial statements required by Rule 3-14 of Regulation S-X
       ("Rule 3-14") have been included or incorporated by
       reference in the Registration Statement and the Prospectus
       and any such financial statements are in conformity with the
       requirements of Rule 3-14.  No other financial statements
       are required to be set forth or to be incorporated by
       reference in the Registration Statement or the Prospectus
       under the Act or the 1933 Act Rules and Regulations
       thereunder.
       
                      
                      (v)  Ernst & Young LLP, whose reports are 
       incorporated by reference in the Registration Statement, are and,
       during the periods covered by their reports, were independent public
       accountants as required by the Act and the 1933 Act Rules and
       Regulations.
                      
                      (vi)      The only subsidiaries (as defined
       in the 1933 Act Rules and Regulations) of the Company are
       the subsidiaries listed on Schedule B hereto (the
       "Subsidiaries").  Each of the Company and its Subsidiaries
       has been duly incorporated or formed, as the case may be,
       and is an existing corporation, general or limited
       partnership, or other legal entity, as the case may be, in
       good standing under the laws of its jurisdiction of
       incorporation or formation, as the case may be.  The Company
       and each of its Subsidiaries has full power and authority
       (corporate and other) to conduct its business as described
       in the Registration Statement and Prospectus, and is duly
       qualified or registered to do business in each jurisdiction
       in which it owns or leases real property or in which the
       conduct of its business requires such qualification or
       registration except where the failure to be so qualified or
       registered, considering all such cases in the aggregate,
       would not have a material adverse effect on the business,
       properties, financial position or results of operations of
       the Company and its Subsidiaries taken as a whole; and,
       other than the Subsidiaries, the Company owns no stock or
       other beneficial interest in any corporation, partnership,
       joint venture or other business entity.
  
                      (vii)     All of the issued and outstanding
       capital stock or ownership interests of each Subsidiary has
       been duly authorized and are validly issued, fully paid and
       nonassessable and is wholly-owned by the Company, directly
       or through subsidiaries, free and clear of any security
       interest, mortgage, pledge, lien, encumbrance, claim or
       equity.
  
                      (viii)    All of the issued and outstanding
       shares of capital stock of the Company have been duly
       authorized and are validly issued, fully paid and
       nonassessable and conform to the description thereof in the
       Prospectus.  The stockholders of the Company have no
       preemptive rights with respect to the Securities.
  
                      (ix)      The Securities will be as of the
       Closing Date, duly authorized by the Company for issuance
       and sale to the Purchasers; and when issued and delivered by
       the Company to the Purchasers against payment of the
       consideration therefor specified in this Placement
       Agreement, will be validly issued, fully paid and
       nonassessable.  The Securities conform to the description
       thereof in the Prospectus and will not be subject to any
       preemptive rights of any securityholder of the Company.
  
                      (x)       Except as contemplated in the
       Prospectus, subsequent to the respective dates as of which
       information is given in the Registration Statement and the
       Prospectus, the Company and its Subsidiaries have not
       incurred any liabilities or obligations, direct or
       contingent; or entered into any transactions, not in the
       ordinary course of business, that are material to the
       Company and its Subsidiaries on a consolidated basis; and
       there has not been any material change in the capital stock
       or structure, short-term debt or long-term debt of the
       Company and its Subsidiaries; or any material adverse
       change, or any development that is reasonably likely to
       involve a prospective material adverse change, in the
       condition (financial or other), business, prospects, net
       worth or results of operations of the Company and its
       Subsidiaries on a consolidated basis; and, except for
       regular dividends on the Company's Common Stock, in amounts
       per share that are consistent with past practice or the
       charter documents of the Company, there has been no dividend
       or distribution of any kind declared, paid or made by the
       Company on any class of its capital stock.
  
                      (xi) Except as set forth in the Prospectus,
       there is not pending or, to the knowledge of the Company,
       threatened any action, suit or proceeding to which the
       Company, any of its Subsidiaries or any of its officers or
       directors is a party, or that any of its properties or other
       assets is the subject of, before or by any court or
       governmental agency or body, that is reasonably likely to
       result in any material adverse change in the condition
       (financial or other), business, prospects, net worth or
       results of operations of the Company and its Subsidiaries,
       or might materially and adversely affect their properties or
       other assets.
  
                      (xii)     During the period of at least the
       last 24 calendar months prior to the date of this Placement
       Agreement, the Company has timely filed with the Commission
       all documents and other material required to be filed
       pursuant to Sections 13, 14 and 15(d) under the Exchange
       Act.
  
                      (xiii)    There are no contracts or documents
       of the Company that are required to be filed as exhibits to
       the Registration Statement or to any of the documents
       incorporated by reference therein by the Act or the Exchange
       Act or by the rules and regulations of the Commission
       thereunder that have not been so filed.
  
                      (xiv)     This Placement Agreement has been
       duly authorized, executed and delivered by the Company and
       the Operating Partnership.
  
                      (xv)      The execution and performance of
       this Placement Agreement and the consummation of the
       transactions contemplated herein will not result in a breach
       or violation of any of the terms and provisions of, or
       constitute a default under, (i) any statute, agreement or
       instrument to which the Company or its Subsidiaries is a
       party or by which they are bound or to which any of the
       property or other assets of the Company or its Subsidiaries
       is subject, (ii) the articles of incorporation, by-laws,
       certificate of general or limited partnership, partnership
       agreement or other organizational document, as applicable,
       of the Company or its Subsidiaries, or (iii) any statute,
       order, rule or regulation of any court or governmental
       agency or body having jurisdiction over the Company or its
       Subsidiaries or any of their properties or other assets; no
       consent, approval, authorization or order of, filing with,
       or notice to any court or governmental agency or body is
       required for the consummation of the transactions
       contemplated by this Placement Agreement in connection with
       the issuance or sale of the Securities by the Company,
       except such as may be required under the Act and applicable
       state securities, blue sky, or real estate syndication laws,
       if any, or pursuant to the listing requirements of the New
       York Stock Exchange ("NYSE") or pursuant to the by-laws of
       the National Association of Securities Dealers, Inc.
       ("NASD"); and the Company has full power and authority to
       authorize, issue and sell the Securities as contemplated by
       this Placement Agreement, free of any preemptive rights.
  
                      (xvi)     The Company and its Subsidiaries
       have complied in all respects with all laws, regulations and
       orders applicable to them or their respective businesses;
       the Company and its Subsidiaries are not in default under
       any indenture, mortgage, deed of trust, voting trust
       agreement, loan agreement, bond, debenture, note agreement
       or evidence of indebtedness, lease, contract or other
       agreement or instrument to which they are a party or by
       which they or any of their properties or other assets are
       bound, violation of which would individually or in the
       aggregate have a material adverse effect on the Company and
       its Subsidiaries on a consolidated basis, and no other party
       under any such agreement or instrument to which the Company
       or its Subsidiaries are a party is, to the knowledge of the
       Company, in default in any material respect thereunder; and
       the Company and its Subsidiaries are not in violation of
       their respective articles of incorporation, by-laws,
       certificate of general or limited partnership, partnership
       agreement or other organizational documents, as the case may
       be.
  
                      (xvii)    The Company and each of its
       Subsidiaries have good and marketable title to all
       properties and assets, as described in the Prospectus, owned
       by them, free and clear of all liens, charges, encumbrances
       or restrictions, except such as are described in the
       Prospectus or are not material in relation to the business
       of the Company and its Subsidiaries, and the Company and its
       Subsidiaries have valid, subsisting and enforceable leases
       for the properties described in the Prospectus as leased by
       the Company and its Subsidiaries with such exceptions as are
       not material and do not interfere with the use made and
       proposed to be made of such properties by the Company and
       its Subsidiaries; no tenant under any of the leases pursuant
       to which the Company or its Subsidiaries lease their
       properties has an option or right of first refusal to
       purchase the premises demised under such lease; the use and
       occupancy of each of the properties of the Company and its
       Subsidiaries complies in all material respects with all
       applicable codes and zoning laws and regulations; the
       Company and its Subsidiaries have no knowledge of any
       pending or threatened condemnation or zoning change that
       will in any material respect affect the size of, use of,
       improvement of, construction on, or access to any of the
       properties of the Company and its Subsidiaries; and the
       Company and its Subsidiaries have no knowledge of any
       pending or threatened proceeding or action that will in any
       manner materially affect the size of, use of, improvements
       or construction on, or access to any of the properties of
       the Company or its Subsidiaries.
  
                      (xviii)   Title insurance in favor of the
       Company and its Subsidiaries is maintained with respect to
       each of the properties described in the Prospectus in an
       amount at least equal to the cost of acquisition of such
       property, except, in each case, where the failure to
       maintain such title insurance is not reasonably likely to
       have a material adverse effect on the condition, financial
       or otherwise, or the earnings, business affairs or business
       prospects of the Company and its Subsidiaries taken as a
       whole.
  
                      (xix)     The mortgages and deeds of trust
       encumbering the properties and assets described or referred
       to in the Prospectus are not convertible into the equity of
       the Company or any Subsidiary.
  
                      (xx)      Except as set forth in the
       Prospectus Supplement, (i) there does not exist on any of
       the properties described in the Prospectus any hazardous
       substances, hazardous materials, toxic substances or waste
       materials (collectively, "Hazardous Materials") in unlawful
       quantities, (ii) there has not occurred on or off such
       properties any unlawful spills, releases, discharges or
       disposal of Hazardous Materials, which presence or
       occurrence would have a material adverse effect on the
       condition, financial or otherwise, or the earnings, business
       affairs or business prospects of the Company and its
       Subsidiaries taken as a whole, and (iii) the Company and its
       Subsidiaries have not failed to comply with all applicable
       local, state and federal environmental laws, regulations,
       ordinances and administrative and judicial orders relating
       to the generation, recycling, sale, storage, handling,
       transport and disposal of any Hazardous Materials, except
       for such failures which are not reasonably likely to have a
       material adverse effect on the condition, financial or
       otherwise, or the earnings, business affairs or business
       prospects of the Company and its Subsidiaries taken as a
       whole.
  
                      (xxi)     Property and casualty insurance in
       favor of each of the Company and its Subsidiaries is
       maintained with respect to each of the properties owned by
       each of them in an amount and on such items as is reasonable
       and customary for businesses of this type.
  
                      (xxii)    Except for those entities listed on
       Schedule C hereto, no holder of outstanding shares of
       capital stock of the Company has any rights to the
       registration of shares of capital stock of the Company which
       would or could require such securities to be included in the
       Registration Statement.
  
                      (xxiii)   Subsequent to the respective dates
       as of which information is given in the Registration
       Statement and the Prospectus, except as described therein,
       (i) there has not been any material adverse change in the
       assets or properties, business, results of operations,
       prospects or condition (financial or otherwise) of the
       Company or any of its Subsidiaries, whether or not arising
       from transactions in the ordinary course of business; (ii)
       neither the Company nor any of its Subsidiaries has
       sustained any material loss or interference with its assets,
       businesses or properties (whether owned or leased) from
       fire, explosion, earthquake, flood or other calamity,
       whether or not covered by insurance, or from any labor
       dispute or any court or legislative or other governmental
       action, order or decree; and (iii) neither the Company nor
       any of its Subsidiaries has undertaken any liability or
       obligation, direct or contingent, except such liabilities or
       obligations undertaken in the ordinary course of business.
  
                      (xxiv)    The Company has filed all federal,
       state, local and foreign income tax returns which have been
       required to be filed and has paid all taxes indicated by
       said returns and all assessments received by it to the
       extent that such taxes have become due.
  
                      (xxv)     Each approval, consent, order,
       authorization, designation, declaration or filing by or with
       any regulatory, administrative or other governmental body
       necessary in connection with the execution and delivery by
       the Company of this Placement Agreement and the consummation
       of the transactions herein contemplated has been obtained or
       made and is in full force and effect.
  
                      (xxvi)    The Company and its Subsidiaries
       hold all material licenses, certificates and permits from
       governmental authorities which are necessary to the conduct
       of their businesses and are in compliance with the terms and
       conditions of such licenses, certificates and permits; and
       the Company and its Subsidiaries have not infringed on any
       patents, patent rights, trade names, trademarks or
       copyrights, which infringement is material to the business
       of the Company and its Subsidiaries taken as a whole.
  
                      (xvii)    The Company and its Subsidiaries
       are conducting their respective businesses in material
       compliance with all applicable laws, rules and regulations
       of the jurisdictions in which they are conducting business,
       including, without limitation, the Americans with
       Disabilities Act of 1990 and all applicable local, state and
       federal employment, truth-in-advertising, franchising and
       immigration laws and regulations, except where the failure
       to be so in compliance would not have a material adverse
       effect on the assets or properties, business, results of
       operations, prospects or condition (financial or otherwise)
       of the Company and its Subsidiaries taken as a whole.
  
                      (xviii)   No transaction has occurred between
       or among the Company and any of its officers or directors or
       any affiliate or affiliates of any such officer or director
       that is required to be described in and is not described or
       incorporated by reference in the Registration Statement and
       the Prospectus.
  
                      (xxix)    The Company has not taken, nor will
       it take, directly or indirectly, any action designed to or
       which might reasonably be expected to cause or result in, or
       which has constituted or which might reasonably be expected
       to constitute, the stabilization or manipulation of the
       price of shares of the Common Stock, to facilitate the sale
       or resale of any of the Securities.
  
                      (xxx)     Commencing with the taxable year
       beginning January 1, 1997, the Company will be organized and
       operating in conformity with the requirements for
       qualification as a "real estate investment trust" under the
       Internal Revenue Code of 1986, as amended (the "Code").  The
       Company's method of operation will permit it to meet and to
       continue to meet the requirements for taxation as a real
       estate investment trust under the Code.  The Company has no
       intention of changing its operations or engaging in
       activities which would cause it to fail to qualify, or make
       economically undesirable its continued qualification as, a
       real estate investment trust.
  
                      (xxxi)    Neither the Company nor any
       Subsidiary is an "investment company" within the meaning of
       the Investment Company Act of 1940, as amended.
  
                      (xxxii)   The Securities have been approved
       for listing subject to official notice of issuance on the
       NYSE.
  
            3.   Purchase, Sale and Delivery of Securities.  On the
  basis of the representations, warranties and agreements contained
  herein, but subject to the terms and conditions set forth herein,
  the Company agrees to issue and sell the Securities, severally
  and not jointly, to the Purchasers, the number of Securities set
  forth opposite that Purchaser's name in Schedule A hereto, at a
  purchase price of $32.1875 per share (the "Purchase Price").  The
  Company agrees to pay to PaineWebber on the Closing Date the
  Finder's Fee with regard to all securities sold on the Closing
  Date under this Placement Agreement.
  
            The Securities to be purchased by the Purchasers will
  be delivered by the Company to the address of each Purchaser as
  set forth on Schedule A, in accordance with the terms of this
  Placement Agreement and against payment of the purchase price
  therefore by wire transfer of same day funds payable to the order
  of the Company in the amount of $ 27,549,281.25 at the bank
  account designated in writing by the Company at least one
  business day prior to the Closing Date, at 10:00 a.m., New York
  time, on Tuesday, March 10, 1998 (or if the NYSE or American
  Stock Exchange or commercial banks in The City of New York are
  not open on such day, the next day on which such exchanges and
  banks are open), or at such other time not later than eight full
  business days thereafter as the Purchasers and the Company
  mutually agree, such time being herein referred to as the
  "Closing Date."  If requested by the Purchasers, the Securities
  will be prepared in definitive form and in such authorized
  denominations and registered in the names of the Purchasers at
  least two business days' prior notice to the Company and will be
  made available for checking and packaging at the Purchasers'
  offices at least one business day prior to the Closing Date.
  
            4.   Covenants.  The Company and the Operating
  Partnership covenants with PaineWebber and for the benefit of the
  Purchasers that:
  
                      (a)  The Company will cause the Prospectus
  Supplement to be filed as required by Section 2(a) hereof (but
  only if PaineWebber or its counsel have not reasonably objected
  thereto by notice to the Company after having been furnished a
  copy a reasonable time prior to filing) and will notify
  PaineWebber promptly of such filing.  During the period in which
  a prospectus relating to the Securities is required to be
  delivered under the Act or such date which is 90 days after the
  Closing Date, whichever is later, the Company will notify
  PaineWebber promptly of the time when any subsequent amendment to
  the Registration Statement has become effective or any subsequent
  supplement to the Prospectus has been filed, of any request by
  the Commission for any amendment or supplement to the
  Registration Statement or Prospectus or for additional
  information; the Company will prepare and file with the
  Commission, promptly upon PaineWebber's request, any amendments
  or supplements to the Registration Statement or Prospectus that,
  in PaineWebber's opinion, may be necessary or advisable and the
  Company will file no amendment or supplement to the Registration
  Statement or Prospectus (other than any prospectus supplement
  relating to the offering of other securities registered under the
  Registration Statement or any document required to be filed under
  the Exchange Act that upon filing is deemed to be incorporated by
  reference therein) to which Painewebber or their counsel shall
  reasonably object by notice to the Company after having been
  furnished a copy a reasonable time prior to the filing.
  
                 (b)  The Company will advise Painewebber, promptly
  after it shall receive notice or obtain knowledge thereof, of the
  issuance by the Commission of any stop order suspending the
  effectiveness of the Registration Statement, of the suspension of
  the qualification or registration of the Securities for offering
  or sale in any jurisdiction, or of the initiation or threatening
  of any proceeding for any such purpose; and it will promptly use
  its best efforts to prevent the issuance of any stop order or to
  obtain its withdrawal if such a stop order should be issued.
  
            (c)  The Company will comply with all requirements
  imposed upon it by the Act, the 1933 Act Rules and Regulations,
  the Exchange Act and the Exchange Act Rules and Regulations as
  from time to time in force, so far as necessary to permit the
  continuance of sales of, or dealings in, the Securities as
  contemplated by the provisions hereof and the Prospectus.  If
  during such period where a prospectus relating to the Securities
  is required to be delivered under the Act or such date which is
  90 days after the Closing Date, whichever is later, any event
  occurs as a result of which, in the opinion of PaineWebber's
  counsel, the Registration Statement contains an untrue statement
  of a material fact or omits to state a material fact required to
  be stated therein or necessary to make the statements therein not
  misleading or the Prospectus as then amended or supplemented
  would include an untrue statement of a material fact or omits to
  state a material fact necessary to make the statements therein,
  in the light of the circumstances then existing, not misleading,
  or if during such period it is necessary to amend or supplement
  the Registration Statement or Prospectus to comply with the Act,
  the Company will promptly notify PaineWebber and will amend or
  supplement the Registration Statement or Prospectus (at the
  expense of the Company) so as to correct such statement or
  omission or effect such compliance.
  
                 (d)  The Company will furnish to PaineWebber
  copies of the Registration Statement, the Prospectus (including
  all documents incorporated by reference therein) and all
  amendments and supplements to the Registration Statement and
  Prospectus that are filed with the Commission during the period
  in which a prospectus relating to the Securities is required to
  be delivered under the Act or such date which is 90 days after
  the Closing Date, whichever is later (including all documents
  filed with the Commission during such period that are deemed to
  be incorporated by reference therein), in each case as soon as
  available and in such quantities as PaineWebber may from time to
  time reasonably request.
  
                 (e)  During the period of five years commencing on
  the date upon which the Prospectus Supplement is filed pursuant
  to Rule 424(b) under the Act, the Company will furnish
  PaineWebber with copies of filings of the Company under the Act
  and Exchange Act and with all other financial statements and
  periodic and special reports it distributes generally to the
  holders of any class of its capital stock.
  
                 (f)  The Company will make generally available to
  its security holders as soon as practicable, and in the manner
  contemplated by Rule 158 of the 1933 Act Rules and Regulations
  but in any event not later than 15 months after the end of the
  Company's current fiscal quarter, an earning statement (which
  need not be audited) covering a 12-month period beginning after
  the date upon which the Prospectus Supplement is filed pursuant
  to Rule 424(b) under the Act that shall satisfy the provisions of
  Section 11(a) of the Act and Rule 158 of the 1933 Act Rules and
  Regulations and will advise PaineWebber in writing when such
  statement has been made available.
  
                  (g)  Whether or not the transactions
  contemplated by this Placement Agreement are consummated or this
  Placement Agreement is terminated, the Company will pay, or
  reimburse if paid by PaineWebber, all costs and expenses incident
  to the performance of the obligations of the Company under this
  Placement Agreement, including but not limited to costs and
  expenses of or relating to (i) the preparation, printing and
  filing of the Registration Statement and exhibits thereto, each
  preliminary prospectus, the Prospectus and any amendment or
  supplement to the Registration Statement or the Prospectus, (ii)
  the preparation and delivery of certificates representing the
  Securities, (iii) the word processing, printing and reproduction
  of this Placement Agreement, (iv) the costs incurred by the
  Company in furnishing (including costs of shipping, mailing and
  courier) such copies of the Registration Statement, the
  Prospectus and any preliminary prospectus, and all amendments and
  supplements thereto, as may be requested for use in connection
  with the offering and sale of the Securities to the Purchasers by
  dealers to whom, (v) the listing of the Securities on the NYSE,
  (vi) any filings required to be made by PaineWebber with the
  NASD, and the fees, disbursements and other charges of
  PaineWebber's counsel in connection therewith, (vii) the
  registration or qualification of the Securities for offer and
  sale under the securities or blue sky laws of such jurisdictions
  designated by PaineWebber, including the fees, disbursements and
  other charges of PaineWebber's counsel in connection therewith,
  and the preparation and printing of a blue sky memoranda, (viii)
  counsel to the Company, (ix) the transfer agent for the
  Securities and (x) the Accountants.
  
                      (h)  If this Placement Agreement shall be
  terminated pursuant to any of the provisions hereof or if for any
  reason the Company shall be unable to perform their obligations
  hereunder, the Company will reimburse PaineWebber for all out-of-
  pocket expenses (including the fees, disbursements and other
  charges of PaineWebber counsel) reasonably incurred by
  PaineWebber in connection herewith.
  
                      (i)  The Company will not at any time,
  directly or indirectly, take any action designed to, or which
  might reasonably be expected, to cause or result in, or which has
  constituted or which might reasonably be expected to constitute,
  the stabilization of the price of the Common Stock to facilitate
  the sale or resale of any of the Securities.
  
                      (j)  The Company will apply the net proceeds
  from the sale of the Securities as set forth under the caption
  "Use of Proceeds" in the Prospectus Supplement.
  
                      (k)  Commencing with its taxable year
  beginning January 1, 1997, the Company will elect to, and
  continue, to qualify as a "real estate investment trust" under
  the Code, and will use its best efforts to continue to meet the
  requirements to qualify as a "real estate investment trust."
  
            5.   Conditions of PaineWebber's and the Purchaser's
  Obligations. PaineWebber's obligations under this Agreement and
  the Purchasers' obligation to purchase and pay for the Securities
  as provided herein shall be subject to the accuracy, as of the
  date hereof and the Closing Date (as if made at the Closing
  Date), of the representations and warranties of the Company and
  the Operating Partnership herein, to the performance by the
  Company and the Operating Partnership of their obligations
  hereunder and to the following additional conditions:
  
                 (a)  The Registration Statement shall have been
       declared effective under the Act; the Prospectus shall have
       been filed as required by Section 2(a) hereof; and no stop
       order suspending the effectiveness of the Registration
       Statement shall have been issued and no proceeding for that
       purpose shall have been instituted or, to PaineWebber's
       knowledge or the knowledge of the Company, threatened by the
       Commission, nor has any state securities authority suspended
       the qualification or registration of the Securities for
       offering or sale in any jurisdiction and any request of the
       Commission for additional information (to be included in the
       Registration Statement or the Prospectus or otherwise) shall
       have been complied with the satisfaction of PaineWebber and
       PaineWebber's counsel.
  
                 (b)  PaineWebber shall not have advised the
       Company that the Registration Statement or any amendment
       thereto contains an untrue statement of fact that in the
       opinion of PaineWebber or PaineWebber's counsel is material
       or omits to state a fact that in the opinion of
       PaineWebber's counsel is material, and is required to be
       stated therein or is necessary to make the statements
       therein not misleading, or that the Prospectus, or any
       amendment or supplement thereto, contains an untrue
       statement of fact that in the opinion of PaineWebber or
       PaineWebber's counsel is material or omits to state a fact
       that in the opinion of PaineWebber or PaineWebber's counsel
       is material, and is necessary in light of the circumstance
       under which they were made, to make the statements therein
       not misleading.
  
                 (c)  Except as contemplated in the Prospectus
       Supplement, subsequent to the respective dates as of which
       information is included or incorporated by reference in the
       Registration Statement and the Prospectus, there shall not
       have been any change, on a consolidated basis, in the equity
       capitalization, short- term debt or long-term debt of the
       Company or the Operating Partnership, or any adverse change,
       or any development involving a prospective adverse change,
       in the condition (financial or other), business, prospects,
       net worth or results of operations of the Company or its
       Subsidiaries or any adverse change in the rating assigned to
       any securities of the Company, that, in PaineWebber's
       judgment, makes it impractical or inadvisable to offer the
       Securities on the terms and in the manner contemplated in
       the Prospectus.
  
                 (d)  PaineWebber shall have received the opinions
       of Jaeckle Fleischmann & Mugel, LLP, counsel for the
       Company, and Piper & Marbury, L.L.P., special Maryland
       counsel to the Company (as to which, Jaeckle Fleischmann &
       Mugel, LLP and Rogers & Wells LLP may rely on), each dated
       the Closing Date, in form and substance satisfactory to
       PaineWebber's counsel to the effect that
  
                 (i)       Each of the Company and its Subsidiaries
            has been duly incorporated or formed, as the case may
            be, and is validly existing as a corporation, general
            or limited partnership, or other legal entity, as the
            case may be, in good standing under the laws of its
            jurisdiction of incorporation or formation, as the case
            may be, and has full power (corporate or other) and
            authority to conduct its business as described in the
            Registration Statement and Prospectus, and is duly
            qualified or registered to do business in each
            jurisdiction in which it owns or leases real property
            or in which the conduct of its business requires such
            qualification or registration, except where the failure
            to be so qualified or registered, considering all such
            cases in the aggregate, does not involve a material
            risk to the business, properties, financial position or
            results of operations of the Company and its
            Subsidiaries taken as a whole;
  
                 (ii)      The Company has authorized and issued
            capital stock as set forth in its Quarterly Report on
            Form 10-Q for the quarter ended September 30, 1997, all
            of the issued and outstanding shares of capital stock
            of the Company have been duly and validly authorized
            and issued; and all of the issued and outstanding
            shares of capital stock of the Company are fully paid
            and nonassessable and none of them was issued in
            violation of any preemptive or other similar right.
            The Securities have been duly authorized by the Company
            for issuance and sale and when issued and sold pursuant
            to this Placement Agreement will be duly and validly
            issued, fully paid and nonassessable and none of them
            will have been issued in violation of any preemptive or
            other similar right.  Except as disclosed in the
            Registration Statement and the Prospectus, there is no
            outstanding option, warrant or other right calling for
            the issuance of, and, to the knowledge of such counsel,
            no commitment, plan or arrangement to issue, any share
            of capital stock of the Company or any security
            convertible into, exercisable for, or exchangeable for
            capital stock of the Company.  Except as described in
            Schedule 1 thereto, no holder of any security of the
            Company has the right to have any security owned by
            such holder included for registration in the
            Registration Statement or to demand registration of any
            security owned by such holder during the 180 days after
            the date of this Placement Agreement.  The issued and
            outstanding capital stock of the Company and the
            Securities conform, or will conform, in all material
            respects to the descriptions thereof contained in the
            Registration Statement and the Prospectus.  The form of
            certificate used to evidence the Securities is in due
            and proper form and complies with all applicable
            statutory requirements, with any applicable
            requirements of the Company's organizational documents
            and with the requirements of the NYSE.
            
                 (iii)     The Registration Statement has become
            effective under the Act, the Prospectus Supplement has
            been filed as required by Section 2(a) hereof and, to
            the best knowledge of such counsel, after due inquiry,
            no stop order suspending the effectiveness of the
            Registration Statement has been issued and no
            proceeding for that purpose has been instituted or
            threatened by the Commission;
  
                 (iv)      Each part of the Registration Statement,
            when such part became effective, and the Prospectus and
            any amendment or supplement thereto, on the date of
            filing thereof with the Commission and at the Closing
            Date, complied as to form in all material respects with
            the requirements of the Act and the 1933 Act Rules and
            Regulations, and such counsel has no reason to believe
            that either (i) any part of the Registration Statement,
            when such part became effective or was filed under the
            Act or Exchange Act, contained an untrue statement of a
            material fact or omitted to state a material fact
            required to be stated therein or necessary to make the
            statements therein not misleading or (ii) the
            Prospectus and any amendment or supplement thereto, on
            the date of filing thereof with the Commission or at
            the Closing Date, included an untrue statement of a
            material fact or omitted to state a material fact
            necessary to make the statements therein, in the light
            of the circumstances under which they were made, not
            misleading; and the documents incorporated by reference
            in the Registration Statement or Prospectus or any
            amendment or supplement thereto, when they became
            effective under the Act or were filed with the
            Commission under the Act or Exchange Act, as the case
            may be, complied as to form in all material respects
            with the requirements of the Act or the Exchange Act,
            as applicable, and the rules and regulations of the
            Commission thereunder; it being understood that such
            counsel need express no opinion as to the financial
            statements or other financial data included in any
            other documents mentioned in this clause;
  
                 (v)       The descriptions in the Registration
            Statement and Prospectus of statutes, legal and
            governmental proceedings, contracts and other documents
            are accurate and fairly present the information
            required to be shown; and such counsel does not know of
            any statutes or legal or governmental proceedings
            required to be described in the Prospectus that are not
            described as required, or of any contracts or documents
            of a character required to be described in the
            Registration Statement or Prospectus (or required to be
            filed under the Exchange Act if upon such filing they
            would be incorporated by reference therein) or to be
            filed as exhibits to the Registration Statement that
            are not described and filed as required;
  
                 (vi)      This Placement Agreement has been duly
            authorized, executed and delivered by the Company and
            the Operating Partnership; the execution, delivery and
            performance of this Placement Agreement and the
            consummation of the transactions contemplated herein
            will not result in a breach or violation of any of the
            terms and provisions of, or constitute a default under,
            (a) any statute, indenture, mortgage, deed of trust,
            voting trust agreement, loan agreement, bond,
            debenture, note agreement or evidence of indebtedness,
            lease, contract or other agreement or instrument known
            to such counsel to which the Company or its
            Subsidiaries are a party or by which they are bound or
            to which any of the property or other assets of the
            Company or its Subsidiaries is subject, (b) the
            articles of incorporation, by- laws, certificate of
            general or limited partnership, partnership agreement,
            or other organizational document of the Company or any
            of its Subsidiaries, as applicable, or (c) any order,
            rule or regulation known to such counsel of any court
            or governmental agency or body having jurisdiction over
            the Company or its Subsidiaries or any of their
            properties or other assets; and no consent, approval,
            authorization, notice to, order of, or filing with, any
            court or governmental agency or body is required for
            the consummation of the transactions contemplated by
            this Placement Agreement in connection with the
            issuance or sale of the Securities by the Company,
            except such as have been obtained under the Act or from
            the NYSE and the NASD;
  
                 (vii)     Commencing with the taxable year
            beginning January 1, 1997, the Company has continuously
            been organized and operated in conformity with the
            requirements for qualification as a "real estate
            investment trust" under the Code.  The Company's method
            of operation will permit it to continue to meet the
            requirements for taxation as a "real estate investment
            trust" under the Code.  The federal income tax
            treatment described in the Prospectus under the caption
            "Federal Income Tax Considerations" is accurate;
  
                 (viii)    To the best of such counsel's knowledge,
            neither the Company nor any of its Subsidiaries is in
            violation of any term or provision of their respective
            articles of incorporation, by-laws, certificate of
            general or limited partnership, partnership agreement
            or other organizational document, as applicable, or in
            violation of or default under any indenture, mortgage,
            deed of trust, voting trust agreement, loan agreement,
            bond, debenture, note agreement or evidence of
            indebtedness, lease, contract, permit, judgment,
            decree, order, statute, rule or regulation;
  
                 (ix)      To the best of such counsel's knowledge,
            there is no litigation or governmental or other
            proceeding or investigation, before any court or before
            or by any public body or board pending or threatened
            against, or involving the assets, properties or
            businesses of, the Company or any of its Subsidiaries,
            involving the Company's or any of its Subsidiaries'
            officers or directors or to which any of the Company's
            or any of its Subsidiaries' properties or other assets
            is subject which would have a material adverse effect
            upon the assets or properties, business, results of
            operations, prospects or condition (financial or
            otherwise) of the Company and its Subsidiaries taken as
            a whole; and
  
                 (x)       Neither the Company nor any of its
            Subsidiaries is an "investment company" within the
            meaning of the Investment Company Act of 1940, as
            amended.
  
                 (e)       PaineWebber shall have received from
       Rogers & Wells LLP, PaineWebber's counsel, such opinion or
       opinions, dated the Closing Date, with respect to the
       organization of the Company, the validity of the Securities,
       the Registration Statement, the Prospectus and other related
       matters as PaineWebber reasonably may request, and such
       counsel shall have received such papers and information as
       they request to enable them to pass upon such matters.
  
                 (f)       At the time of execution of this
       Placement Agreement and at the Closing Date, PaineWebber
       shall have received a letter, dated the date of delivery
       thereof, from Ernst & Young LLP, the independent public
       accountants of the Company, in the form previously agreed to
       by PaineWebber.
  
                      (g)       PaineWebber shall have received
       from the Company a certificate, signed by the President or a
       Vice President and by the principal financial or accounting
       officer of the Company, dated the Closing Date, to the
       effect that, to the best of their knowledge based upon
       reasonable investigation:
  
                      (i)       The representations and warranties
            of the Company in this Placement Agreement are true and
            correct, as if made at and as of the Closing Date, and
            the Company has complied with all the agreements and
            satisfied all the conditions on its part to be
            performed or satisfied at or prior to the Closing Date;
  
                      (ii)      No stop order suspending the
            effectiveness of the Registration Statement has been
            issued, and no proceeding for that purpose has been
            instituted or is threatened by the Commission nor has
            any state securities authority suspended the
            qualification or registration of the Securities for
            offering or sale in any jurisdiction;
  
                      (iii)     Since the effective date of the
            Registration Statement, there has occurred no event
            required to be set forth in an amendment or supplement
            to the Registration Statement or Prospectus that has
            not been so set forth, and there has been no document
            required to be filed under the Exchange Act and the
            Exchange Act Rules and Regulations of the Commission
            thereunder that upon such filing would be deemed to be
            incorporated by reference in the Prospectus that has
            not been so filed;
  
                      (iv)      Since the respective dates as of
            which information is given in the Registration
            Statement and the Prospectus, (a) there has not been,
            and no development has occurred which could reasonably
            be expected to result in, a material adverse change in
            the general affairs, business, business prospects,
            properties, management, condition (financial or
            otherwise) or results of operations of the Company and
            its Subsidiaries, taken as a whole, whether or not
            arising from transactions in the ordinary course of
            business, in each case other than as set forth in or
            contemplated by the Registration Statement and the
            Prospectus and (b) neither the Company nor any of its
            Subsidiaries has sustained any material loss or
            interference with its business or properties from fire,
            explosion, flood or other casualty, whether or not
            covered by insurance, or from any labor dispute or any
            court or legislative or other governmental action,
            order or decree, which is not set forth in the
            Registration Statement and the Prospectus; and
  
                      (v)       such other matters as PaineWebber
            or PaineWebber's counsel may reasonably request.
  
                      (h)       On or prior to the Closing Date,
       PaineWebber shall have received the executed agreements
       referred to in Section 4(k).
  
                      (i)       Prior to the Closing Date, the
       Securities shall have been duly authorized for listing by
       the NYSE upon official notice of issuance.
  
                      (j)       The NASD shall have approved the
  terms and arrangements set forth in this Agreement and such
  approval shall not have been withdrawn or limited.
  
                      (k)       All such opinions, certificates,
       letters and other documents will be in compliance with the
       provisions hereof only if they are satisfactory in form and
       substance to PaineWebber and PaineWebber's counsel.  The
       Company will furnish PaineWebber with such conformed copies
       of such opinions, certificates, letters and other documents
       as PaineWebber shall reasonably request and the Company
       shall furnish to PaineWebber such further certificates and
       documents as PaineWebber shall have reasonably requested.
  
            6.   Indemnification and Contribution.
  
                      (a)       The Company agrees to indemnify and
       hold PaineWebber harmless, their directors, officers,
       employees and agents and each person, if any, who controls
       it within the meaning of Section 15 of the Act or Section 20
       of the Exchange Act from and against any and all losses,
       claims, liabilities, expenses and damages (including, but
       not limited to, any and all investigative, legal and other
       expenses reasonably incurred in connection with, and any and
       all amounts paid in settlement of, any action, suit or
       proceeding between any of the indemnified parties and any
       indemnifying parties or between any indemnified party and
       any third party, or otherwise, or any claim asserted), as
       and when incurred to which PaineWebber, or any such person,
       may become subject under the Act, the Exchange Act or other
       federal or state statutory law or regulation, at common law
       or otherwise, insofar as such losses, claims, liabilities,
       expenses or damages arise out of or are based on (i) any
       untrue statement or alleged untrue statement of a material
       fact contained in any preliminary prospectus, the
       Registration Statement or the Prospectus or any amendment or
       supplement to the Registration Statement or the Prospectus
       or in any documents filed under the Exchange Act and deemed
       to be incorporated by reference into the Prospectus, or in
       any application or other document executed by or on behalf
       of the Company or based on written information furnished by
       or on behalf of the Company filed in any jurisdiction in
       order to qualify the Securities under the securities or blue
       sky laws thereof or filed with the Commission, (ii) the
       omission or alleged omission to state in such document a
       material fact required to be stated in it or necessary to
       make the statements in it not misleading or (iii) any act or
       failure to act or any alleged act or failure to act by
       PaineWebber in connection with, or relating in any manner
       to, the Securities or the offering contemplated hereby, and
       which is included as part of or referred to in any loss,
       claim, damage, liability or action arising out of or based
       upon matters covered by clause (i) or (ii) above (provided
       that the Company shall not be liable under this clause (iii)
       to the extent it is finally judicially determined by a court
       of competent jurisdiction that such loss, claim, damage,
       liability or action resulted directly from any such acts or
       failures to act undertaken or omitted to be taken by
       PaineWebber through their gross negligence or willful
       misconduct); provided that the Company will not be liable to
       the extent that such loss, claim, liability, expense or
       damage arises from the sale of the Securities in the public
       offering to any person and is based on an untrue statement
       or omission or alleged untrue statement or omission made in
       reliance on and in conformity with information relating to
       PaineWebber furnished in writing to the Company by
       PaineWebber expressly for inclusion in the Registration
       Statement or the Prospectus. PaineWebber confirms to the
       Company and the Company acknowledges that only the following
       information appearing in the Prospectus with respect to the
       offering of the Securities has been furnished to the Company
       by PaineWebber for use in the Prospectus: (i) the names of
       PaineWebber contained on the cover page and back cover page
       of the Prospectus Supplement; and (ii) the information under
       the caption "Plan of Distribution" in the Prospectus
       Supplement.  This indemnity agreement will be in addition to
       any liability that the Company might otherwise have.
  
                      (b)       PaineWebber will indemnify and hold
       harmless the Company, each person, if any, who controls the
       Company within the meaning of Section 15 of the Act or
       Section 20 of the Exchange Act, each director of the Company
       and each officer of the Company who signs the Registration
       Statement to the same extent as the foregoing indemnity from
       the Company to PaineWebber, but only insofar as losses,
       claims, liabilities, expenses or damages arise out of or are
       based on any untrue statement or omission or alleged untrue
       statement or omission made in reliance on and in conformity
       with information relating to PaineWebber furnished in
       writing to the Company by PaineWebber expressly for use in
       the Registration Statement, the preliminary prospectus or
       the Prospectus.  This indemnity will be in addition to any
       liability that PaineWebber might otherwise have; provided,
       however, that in no case shall PaineWebber be liable or
       responsible for any amount in excess of the Finder's Fee
       received by PaineWebber.
  
                      (c)       Any party that proposes to assert
       the right to be indemnified under this Section 6 will,
       promptly after receipt of notice of commencement of any
       action against such party in respect of which a claim is to
       be made against an indemnifying party or parties under this
       Section 6, notify each such indemnifying party of the
       commencement of such action, enclosing a copy of all papers
       served, but the omission so to notify such indemnifying
       party will not relieve it from any liability that it may
       have to any indemnified party under the foregoing provisions
       of this Section 6 unless, and only to the extent that, such
       omission results in the forfeiture of substantive rights or
       defenses by the indemnifying party.  If any such action is
       brought against any indemnified party and it notifies the
       indemnifying party of its commencement, the indemnifying
       party will be entitled to participate in and, to the extent
       that it elects by delivering written notice to the
       indemnified party promptly after receiving notice of the
       commencement of the action from the indemnified party,
       jointly with any other indemnifying party similarly
       notified, to assume the defense of the action, with counsel
       satisfactory to the indemnified party, and after notice from
       the indemnifying party to the indemnified party of its
       election to assume the defense, the indemnifying party will
       not be liable to the indemnified party for any legal or
       other expenses except as provided below and except for the
       reasonable costs of investigation subsequently incurred by
       the indemnified party in connection with the defense.  The
       indemnified party will have the right to employ its own
       counsel in any such action, but the fees, expenses and other
       charges of such counsel will be at the expense of such
       indemnified party unless (1) the employment of counsel by
       the indemnified party has been authorized in writing by the
       indemnifying party, (2) the indemnified party has reasonably
       concluded (based on advice of counsel) that there may be
       legal defenses available to it or other indemnified parties
       that are different from or in addition to those available to
       the indemnifying party, (3) a conflict or potential conflict
       exists (based on advice of counsel to the indemnified party)
       between the indemnified party and the indemnifying party (in
       which case the indemnifying party will not have the right to
       direct the defense of such action on behalf of the
       indemnified party) or (4) the indemnifying party has not in
       fact employed counsel to assume the defense of such action
       within a reasonable time after receiving notice of the
       commencement of the action, in each of which cases the
       reasonable fees, disbursements and other charges of counsel
       will be at the expense of the indemnifying party or parties.
       It is understood that the indemnifying party or parties
       shall not, in connection with any proceeding or related
       proceedings in the same jurisdiction, be liable for the
       reasonable fees, disbursements and other charges of more
       than one additional firm admitted to practice in such
       jurisdiction at any one time for all such indemnified party
       or parties.  All such fees, disbursements and other charges
       will be reimbursed by the indemnifying party promptly as
       they are incurred. An indemnifying party will not be liable
       for any settlement of any action or claim effected without
       its written consent (which consent will not be unreasonably
       withheld); provided however, no indemnifying party shall,
       without the prior written consent of each indemnified party,
       settle or compromise or consent to the entry of any judgment
       in any pending or threatened claim, action or proceeding
       relating to the matters contemplated by this Section 6
       (whether or not any indemnified party is a party thereto),
       unless such settlement, compromise or consent includes an
       unconditional release of each indemnified party from all
       liability arising or that may arise out of such claim,
       action or proceeding.  Notwithstanding any other provision
       of this Section 6(c), if at any time an indemnified party
       shall have requested an indemnifying party to reimburse the
       indemnified party for fees and expenses of counsel, such
       indemnifying party agrees that it shall be liable for any
       settlement effected without its written consent if (i) such
       settlement is entered into more than 45 days after receipt
       by such indemnifying party of the aforesaid request, (ii)
       such indemnifying party shall have received notice of the
       terms of such settlement at least 30 days prior to such
       settlement being entered into and (iii) such indemnifying
       party shall not have reimbursed such indemnified party in
       accordance with such request prior to the date of such
       settlement.
  
                      (d)       In order to provide for just and
       equitable contribution in circumstances in which the
       indemnification provided for in the foregoing paragraphs of
       this Section 6 is applicable in accordance with its terms
       but for any reason is held to be unavailable from the
       Company or PaineWebber, the Company and PaineWebber will
       contribute to the total losses, claims, liabilities,
       expenses and damages (including any investigative, legal and
       other expenses reasonably incurred in connection with, and
       any amount paid in settlement of, any action, suit or
       proceeding or any claim asserted, but after deducting any
       contribution received by the Company from persons other than
       PaineWebber, such as persons who control the Company within
       the meaning of the Act, officers of the Company who signed
       the Registration Statement and directors of the Company, who
       also may be liable for contribution) to which the Company
       and PaineWebber may be subject in such proportion as shall
       be appropriate to reflect the relative benefits received by
       the Company on the one hand and PaineWebber on the other.
       The relative benefits received by the Company on the one
       hand and PaineWebber on the other shall be deemed to be in
       the same proportion as the total net proceeds from the
       offering (before deducting expenses) received by the Company
       bear to the total Finder's Fees received by PaineWebber, in
       each case as set forth in the table on the cover page of the
       Prospectus Supplement.  If, but only if, the allocation
       provided by the foregoing sentence is not permitted by
       applicable law, the allocation of contribution shall be made
       in such proportion as is appropriate to reflect not only the
       relative benefits referred to in the foregoing sentence but
       also the relative fault of the Company on the one hand, and
       PaineWebber, on the other, with respect to the statements or
       omissions which resulted in such loss, claim, liability,
       expense or damage, or action in respect thereof, as well as
       any other relevant equitable considerations with respect to
       such offering.  Such relative fault shall be determined by
       reference to whether the untrue or alleged untrue statement
       of a material fact or omission or alleged omission to state
       a material fact relates to information supplied by the
       Company or PaineWebber, the intent of the parties and their
       relative knowledge, access to information and opportunity to
       correct or prevent such statement or omission.  The Company
       and PaineWebber agree that it would not be just and
       equitable if contributions pursuant to this Section 6(d)
       were to be determined by pro rata allocation or by any other
       method of allocation which does not take into account the
       equitable considerations referred to herein.  The amount
       paid or payable by an indemnified party as a result of the
       loss, claim, liability, expense or damage, or action in
       respect thereof, referred to above in this Section 6(d)
       shall be deemed to include, for purpose of this Section
       6(d), any legal or other expenses reasonably incurred by
       such indemnified party in connection with investigating or
       defending any such action or claim.  Notwithstanding the
       provisions of this Section 6(d), PaineWebber shall not be
       required to contribute any amount in excess of the Finder's
       Fees received by PaineWebber and no person found guilty of
       fraudulent misrepresentation (within the meaning of Section
       11(f) of the Act) will be entitled to contribution from any
       person who was not guilty of such fraudulent
       misrepresentation.  For purposes of this Section 6(d), any
       person who controls a party to this Placement Agreement
       within the meaning of the Act will have the same rights to
       contribution as that party, and each officer of the Company
       who signed the Registration Statement will have the same
       rights to contribution as the Company, subject in each case
       to the provisions hereof.  Any party entitled to
       contribution, promptly after receipt of notice of
       commencement of any action against such party in respect of
       which a claim for contribution may be made under this
       Section 6(d), will notify any such party or parties from
       whom contribution may be sought, but the omission so to
       notify will not relieve the party or parties from whom
       contribution may be sought from any other obligation it or
       they may have under this Section 6(d). Except for a
       settlement entered into pursuant to the last sentence of
       Section 6(c) hereof, no party will be liable for
       contribution with respect to any action or claim settled
       without its written consent (which consent will not be
       unreasonably withheld).
  
                      (e)       The indemnity and contribution
       agreements contained in this Section 6 and the
       representations and warranties of the Company and the
       Operating Partnership contained in this Placement Agreement
       shall remain operative and in full force and effect
       regardless of (i) any investigation made by or on behalf of
       PaineWebber, (ii) acceptance of the Securities and payment
       therefor or (iii) any termination of this Placement
       Agreement.
  
            7.   Representations and Agreements to Survive
  Delivery.  All representations, warranties and agreements of the
  Company and the Operating Partnership contained herein or in
  certificates delivered pursuant hereto, and PaineWebber's
  agreements contained in Section 6 hereof, shall remain operative
  and in full force and effect regardless of any investigation made
  by or on behalf of PaineWebber or any controlling persons, or the
  Company or any of its officers, directors or any controlling
  persons, and shall survive delivery of and payment for the
  Securities hereunder.
  
            8.   Termination. PaineWebber shall have the right by
  giving notice as hereinafter specified at any time at or prior to
  the Closing Date, to terminate this Placement Agreement if (i)
  the Company shall have failed, refused or been unable, at or
  prior to the Closing Date, to perform any agreement on its part
  to be performed hereunder, (ii) any other condition of
  PaineWebber's obligations hereunder is not fulfilled when due,
  (iii) trading on the NYSE shall have been wholly suspended, (iv)
  minimum or maximum prices for trading shall have been fixed, or
  maximum ranges for prices for the Common Stock shall have been
  required on the NYSE by the NYSE or by order of the Commission or
  any other governmental authority having jurisdiction, (v) a
  banking moratorium shall have been declared by federal or New
  York authorities, or (vi) an outbreak of major hostilities in
  which the United States is involved, a declaration of war by
  Congress, any other substantial national or international
  calamity or any other event or occurrence of a similar character
  shall have occurred since the execution of this Placement
  Agreement that, in PaineWebber's judgment, makes it impractical
  or inadvisable to proceed with the completion of the sale of and
  payment for the Securities.  Any such termination shall be
  without liability of any party to any other party with respect to
  Securities not purchased by reason of such termination except
  that the provisions of Section 4(g) and Section 6 hereof shall at
  all times be effective. If PaineWebber elects to terminate this
  Placement Agreement as provided in this Section, the Company
  shall be notified promptly by PaineWebber by telephone, telex or
  telecopy, confirmed by letter.
  
            9.   Notices.  All notices or communications hereunder
  shall be in writing and if sent to PaineWebber shall be mailed,
  delivered, telexed or telecopied and confirmed to PaineWebber at
  1285 Avenue of the Americas, New York, New York 10019, c/o Real
  Estate investment Banking, attention: David R. Jarvis (with copy
  to Jay L. Bernstein, Esq., c/o Rogers & Wells, 200 Park Avenue,
  New York, New York 10166), or if sent to the Company, shall be
  mailed, delivered, telexed or telecopied and confirmed to Steven
  G. Rogers, c/o the Company at 300 One Jackson Place, 188 East
  Capitol Street, Jackson, Mississippi 39201 (with copy to Joseph
  P. Kubarek, Esq., c/o Jaeckle Fleischmann & Mugel, LLP, Fleet
  Bank Building, Twelve Fountain Plaza, Buffalo, New York 14202-
  2292). Any party to this Placement Agreement may change such
  address for notices by sending to the other party to this
  Placement Agreement written notice of a new address for such
  purpose.
  
            10.  Parties.  This Placement Agreement shall inure to
  the benefit of, and be binding upon, the Company, the Operating
  Partnership and PaineWebber and their respective successors and
  the controlling persons, officers, directors, employees and
  representatives referred to in Section 6 hereof, and no other
  person will have any right or obligation hereunder.
  
            11.  Applicable Law.  This Placement Agreement shall be
  governed by, and construed in accordance with, the laws of the
  State of New York.
  
            If the foregoing correctly sets forth the understanding
  between the Company, the Operating Partnership and PaineWebber,
  please so indicate in the space provided below for that purpose,
  whereupon this letter shall constitute a binding agreement
  between the Company, the Operating Partnership and PaineWebber.
  
                                Very truly yours,
  
                                PARKWAY PROPERTIES, INC.
  
                                 By:
                                     Name:
                                     Title:
  
                                PARKWAY PROPERTIES, L.P.
  
                                By:  Parkway Properties, Inc.,
                                     its sole general partner
  
                                By:
                                     Name:
                                     Title:
  
  ACCEPTED as of the date first above
    written
  PAINEWEBBER INCORPORATED
  
  By:
       Name:
       Title:
  
                             SCHEDULE A
  
  Purchasers            Address                      Shares
  
  [A]            [                  ]               [        ]
  
  [B]            [                  ]               [        ]
  
                 Total                              [        ]
  
                             SCHEDULE B
  
  Subsidiaries
  
  1.   Parkway Realty Services, Inc.
  2.   Parkway Properties, L.P.
  3.   Parkway Properties General Partners, Inc.
  4.   Golf Properties, Inc.1
  5.   Wink/Parkway Partnership
  6.   Parkway Jackson LLC
  7.   Parkway Mississippi LLC
  8.   Parkway Portfolio I LLC
  9.   Parkway Realty Services, LLC
  10.  PKY Corporation
  11.  Parkway Properties Tax Administration, LLC
  12.  Parkway Lamar LLC
  
                             SCHEDULE C
  
  Entities with Registration Rights
  
  1.   Delaware Group Dividend and Income Fund, Inc.
  2.   Delaware Pooled Trust, Inc. for the Real Estate
       Investment Trust Portfolio
  3.   Charter Oak Partners
  4.   Pennsylvania Public School Employees Retirement System
  5.   Morgan Stanley U.S. Real Estate (Retail)
  6.   Morgan Stanley Institutional Fund Real Estate Portfolio
  7.   MS SIVAC Real Estate
  
  _______________________________
  1
  1 The Company owns no voting shares of Gulf Properties, Inc.,
  only non-voting shares.