content: UNITED STATES
  
                 SECURITIES AND EXCHANGE COMMISSION
                                  
                        WASHINGTON, DC  20549
                                  
                 ----------------------------------
                                  
                              FORM 8-K
                                  
                                  
                           CURRENT REPORT
                                  
                                  
                   Pursuant to Section 13 or 15(d)
                               of the
                   Securities Exchange Act of 1934
  
  
  Date of Report (Date of earliest event reported):  March 6, 1997
                                                    ---------------
  
  
                      PARKWAY PROPERTIES, INC.
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       (Exact name of Registrant as specified in its charter)
  
  
  
  Maryland                    1-11533                   74-2123597
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  (State or other     (Commission File Number)        (IRS Employer
  jurisdiction of                                    Identification
  incorporation)                                         Number)
  
  
  300 One Jackson Place, 188 E. Capitol St., Jackson, MS  39201
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  (Address of principal executive offices)               (Zip Code)
  
  
  Registrant's telephone number, including area code (601) 948-4091
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   (Former name or former address, if changed since last report)
  
  
                              FORM 8-K
                                  
                      PARKWAY PROPERTIES, INC.
  
  
  Item 2.   Acquisition or Disposition of Assets.
  
             On   March  6,  1997, a limited partnership  in  which
  Parkway  Properties, Inc. is a 99% limited partner and a  wholly-
  owned  subsidiary  is  a  1% general partner  purchased  a  three
  building development known as Courtyard at Arapaho in Richardson,
  Texas  for  $15,125,000.  The development consists of a two-story
  atrium office building with 155,974 net rentable square feet  and
  two  single-story  service center buildings totaling  44,752  net
  rentable square feet.  Northern Telecommunications, Inc. occupies
  82,415 square feet (41%) of the development.  The development  is
  situated  on  10.58 acres and is located in the Telecom  Corridor
  submarket  in  suburban North Dallas.  Courtyard  at  Arapaho  is
  currently   97%   leased   to   6  tenants   including   Northern
  Telecommunications,  Inc.  The purchase  price  was  funded  with
  existing cash reserves.
  
  Item 7.   Financial Statements and Exhibits.
  
            (a)  Financial Statements
  
                           It is impractical to provide the audited
                 financial  statements of the Courtyard at  Arapaho
                 required  by  Item  7(a) of  Form  8-K,  but  such
                 financial  statements will be  filed  as  soon  as
                 practical  but  not later than 60 days  after  the
                 filing of this Form 8-K.
  
            (b)  Pro Forma Consolidated Financial Statements
  
                            The  pro  forma consolidated  financial
                 statements   will  be  filed  with   the   audited
                 financial statements of the Courtyard at Arapaho.
  
            (c)  Exhibits.
  
                                  (10)  Assignment  and  Assumption
                 Agreement  among  Emerson  Partners,   Inc.    and
                 Parkway Properties, Inc. dated February 26,  1997.
                 Parkway  agrees to furnish supplementally  to  the
                 Securities  and Exchange Commission on  request  a
                 copy  of  any omitted schedule or exhibit to  this
                 agreement.
  
  
                              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 21, 1997
  
                                          PARKWAY PROPERTIES, INC.
  
  
  
                                   BY:    /s/Steven G. Rogers
                                          Steven G. Rogers
                                          President and Chief
                                          Operating Officer
                                          
  
                 ASSIGNMENT AND ASSUMPTION AGREEMENT
  
  
       This Assignment and Assumption Agreement (this "Agreement")
  is entered into as of the 26th day of February, 1997, by and
  between Emerson Partners, Inc., a Texas corporation ("Emerson"),
  and Parkway Properties, Inc., a Maryland corporation ("Parkway").
  
       WHEREAS, Gawaine Real Estate Corporation, Mordred Real
  Estate Corporation, Garland Real Estate Corporation, Dindraine
  Real Estate Corporation and Geraint Real Estate Corporation as
  the seller (collectively "Seller") and Emerson as the buyer
  entered into that certain Purchase and Sale Agreement dated as of
  September 19, 1996, as amended by that certain Amendment to
  Agreement of Purchase and Sale dated as of October 28, 1996, as
  amended by that certain Second Amendment to Agreement of Purchase
  and Sale dated December 23, 1996, as amended by that certain
  Third Amendment to Agreement of Purchase and Sale dated as of
  January 22, 1997, as supplemented by that certain Supplemental
  Agreement dated as of October, 1996, and as supplemented by that
  certain Second Supplemental Agreement dated as of October, 1996
  (collectively the "Purchase Agreement") whereby Seller agreed to
  sell to Emerson certain Property (initial capitalized terms used
  but not defined herein shall have the meaning set forth in the
  Purchase Agreement);
  
       WHEREAS, the Purchase Agreement provides that Emerson shall
  purchase several properties from Seller, including that certain
  office building located on the real property described on Exhibit
  A attached hereto known as the "Courtyard at Arapaho" (the real
  property described on Exhibit A and building located thereon,
  together with all improvements, personal property, intangible
  personal property, and leases both relating to such real property
  described on Exhibit A and within the definition of Property
  under the Purchase Agreement are collectively referred to herein
  as the "Assigned Property");
  
       WHEREAS, subject to the provisions of this Agreement,
  Emerson and Parkway desire to form and constitute a Texas limited
  partnership (the "Limited Partnership") of which a general
  partner shall be Emerson or an affiliate thereof (the "Emerson
  General Partner"), and a general partner shall be Parkway
  Properties General Partners, Inc., a wholly owned subsidiary of
  Parkway (the "Parkway General Partner"), and the sole limited
  partner ("Parkway Limited Partner") shall be Parkway Properties,
  L.P., a Delaware limited partnership of which the general partner
  is the Parkway General Partner and of which the sole limited
  partner is Parkway;
  
       WHEREAS, subject to the provisions of this Agreement,
  Emerson and Parkway desire that immediately prior to Closing,
  Emerson shall assign to the Limited Partnership all of Emerson's
  rights, title and interests under the Purchase Agreement with
  respect to and only with respect to the Assigned Property;
  
       WHEREAS, Emerson and Parkway desire that the Limited
  Partnership accept such assignment and that the Limited
  Partnership assume and indemnify, defend and hold Emerson
  harmless with respect to Emerson's obligations under the Purchase
  Agreement as they relate to the Assigned Property and only the
  Assigned Property (the "Assignment"); and
  
       WHEREAS, in connection with the Assignment, the parties
  desire to set forth their understandings with respect to certain
  matters.
  
       NOW, THEREFORE, in consideration of the foregoing, and other
  good and valuable consideration, the receipt and sufficiency of
  which is hereby acknowledged, the parties hereto, intending to be
  legally bound, agree as follows:
  
             Deposit.  Concurrent with the execution and delivery
  of this Agreement, Parkway shall deliver to American Title
  Company, Dallas, Texas, Attention: Trisha Ewert (the "Secondary
  Escrow Agent") a cash deposit in the amount of $100,000.00 (the
  "Parkway Deposit").  Such funds shall be placed in an interest
  bearing account (the "Parkway Escrow Account").  Emerson and
  Parkway acknowledge and agree that $100.00 of the Parkway Deposit
  shall be paid to Emerson if this Agreement is terminated for any
  reason.  Emerson and Parkway acknowledge and agree that such
  amount shall constitute additional consideration for Seller's
  execution and delivery of this Agreement.  On the Closing Date,
  the Parkway Deposit, together with all interest accrued thereon
  shall be applied to the Purchase Price allocable to the Assigned
  Property.
  
             Parkway Inspection Period.  Parkway had until
  execution of this Agreement to evaluate the Property (the
  "Parkway Inspection Period"), at Parkway's sole risk and expense.
  Since the Parkway Inspection Period has expired the Parkway
  Deposit shall be non-refundable to Parkway except as otherwise
  expressly provided herein.
  
                Notification to Seller.  Emerson shall immediately
  notify Seller, in writing, of Parkway and Emerson's agreement to
  form the Limited Partnership, the involvement of Parkway and the
  assignments contemplated hereby.  The form and content of such
  notice is substantially as set forth in Exhibit G attached hereto
  and made a part hereof.
  
             Formation of the Limited Partnership.  Parkway and
  Emerson shall cause the Limited Partnership to be formed no later
  than February 26, 1997.  The Emerson General Partner's interest
  shall be one percent. The Parkway General Partner's interest
  shall be one percent.  The Parkway Limited Partner's interest
  shall be ninety-eight percent.  The form of the limited
  partnership agreement and the subsequent amendment thereto are
  attached as Exhibits B and C hereto.
  
             Accelerated Closing.  Emerson and Parkway shall
  request that Seller consent to a Closing of the Purchase
  Agreement on or after February 28, 1997 ("Accelerated Closing
  Date") but prior to March 5, 1997.  Emerson may, but shall have
  no obligation to, delay the Accelerated Closing Date from day to
  day until no later than March 5, 1997.  If Emerson reaches an
  agreement with Seller pursuant to which the Closing of the
  acquisition of the Assigned Property under the Purchase Agreement
  occurs on or before March 10, 1997, then the transactions
  contemplated by this Agreement shall take place as provided
  herein, and shall constitute part of and take place
  simultaneously with the Closing pursuant to the Purchase
  Agreement.
  
             Assignment to Limited Partnership.  Emerson agrees to
  assign to the Limited Partnership all of Emerson's rights, title
  and interest under the Purchase Agreement with respect to and
  only with respect to the Assigned Property.  Parkway agrees to
  cause the Limited Partnership to accept such Assignment and to
  assume and to indemnify, defend and hold Emerson harmless with
  respect to Emerson's obligations under the Purchase Agreement
  which relate to the Assigned Property and only the Assigned
  Property, but not any other Property.  The form of the Assignment
  (herein so called) is attached hereto as Exhibit D.  The
  Assignment shall be effective and delivered upon (and only upon)
  Parkway's instruction to the Escrow Agent to release the
  Allocated Purchase Price (as defined below) to Seller and close
  the transactions contemplated by the Purchase Agreement and this
  Agreement, conditioned only upon Emerson's delivery of the
  Assignment.
  
             Allocation and Payment of Purchase Price.  The portion
  of the Purchase Price allocated to the Assigned Property is
  agreed to be $15,125,000 (the "Allocated Purchase Price").  On
  the Accelerated Closing Date, Parkway shall cause the Limited
  Partnership to pay such Allocated Purchase Price to the Seller at
  the Closing, and Emerson shall cause the remainder of the
  Purchase Price (allocable to Property other than the Assigned
  Property) to be paid to the Seller at the Closing, all subject to
  such credits, charges, prorations and other adjustments as are
  provided for in this Agreement and the Purchase Agreement.  Title
  policy premiums or credits in lieu of premiums to be provided by
  Seller at the Closing shall be allocated proportionately to the
  Assigned Property and the balance of the Property, based on the
  ratio of the amount of the Purchase Price allocable to the
  Assigned Property ($15,125,000), compared to the amount of the
  Purchase Price for the balance of the Property, unless Parkway,
  at its sole discretion, elects to obtain a separate policy and in
  such case the incremental additional cost of such separate policy
  (approximately $40,000) shall be allocated to and paid by
  Parkway.  On or before February 28, 1997, Parkway shall wire (and
  shall confirm in writing to Emerson that it has wired) the
  Allocated Purchase Price (less the Parkway Deposit) to the Escrow
  Agent as provided in this Agreement and the Purchase Agreement.
  Parkway shall retain sole and absolute control of the Allocated
  Purchase Price until Parkway releases such funds at Closing.
  Parkway shall provide Escrow Agent with instructions relating to
  the handling of such funds, including, without limitation, a
  requirement to keep such funds separate and distinct (not a part
  of the Parkway Deposit or the Parkway Escrow Account) and to keep
  such funds in an interest bearing account.  Provided Parkway
  shall have wired the Allocated Purchase Price as required above
  and is not in breach of or default under this Agreement, Parkway
  shall have the right and obligation to attend and participate in
  the Closing and any pre-closing, including, without limitation,
  approval (which shall not be unreasonably withheld) of the
  closing statement and execution of all closing and other
  documents of transfer relating to the Assigned Property.  At the
  Closing, Parkway shall cause the Allocated Purchase Price to be
  paid and released to Seller upon not less than two (2) hours
  written notice from Emerson that Closing (including funding) of
  the transactions contemplated by this Agreement and the Purchase
  Agreement are ready to occur.
  
                Transfer of Emerson Partnership Interest.  On the
  Closing Date, but after the consummation of the conveyance of the
  Assigned Property to the Limited Partnership, the Emerson General
  Partner shall convey its general partnership interest to the
  Parkway General Partner or its designee pursuant to the amendment
  to the limited partnership agreement and the Withdrawal as a
  General Partner, the forms of which are attached hereto as
  Exhibits C and E.
  
             As Is, Where Is.  As between Emerson and Parkway and
  their respective agents and representatives and the respective
  officers, directors, directors, partners, employees, agents and
  representatives of all of the foregoing, it is understood and
  agreed that the Assigned Property is being sold and conveyed "AS
  IS" with any and all faults and latent ant patent defects without
  any express or implied representation or warranty by Emerson
  except as expressly set forth herein or in any exhibit attached
  hereto.  Except as expressly set forth herein, Emerson has not
  made and does not hereby make and hereby specifically disclaims
  any representations or warranties of any kind or character
  whatsoever, express or implied, with respect to the Assigned
  Property, its condition (including without limitation any
  representation or warranty regarding quality of construction,
  state of repair, workmanship, merchantability, suitability or
  fitness for any particular purpose), its compliance with
  environmental laws or other laws, availability of access, ingress
  or egress, income to be derived therefrom or expenses to be
  incurred with respect thereto, the obligations, responsibilities
  or liabilities of the owner thereof, or any other matter or thing
  relating to or affecting the Assigned Property and Emerson hereby
  disclaims and renounces any other representation or warranty.
  Parkway acknowledges and agrees that Parkway is entering into
  this Agreement without relying (except as expressly set forth
  herein or in any exhibit attached hereto) upon any such
  representation, warranty, statement or other assertion, oral or
  written, made by Emerson or any representative of Emerson or any
  other person acting or purporting to act for or on behalf of
  Emerson with respect to the Assigned Property but rather is
  relying upon its own examination and inspection of the Assigned
  Property and the terms and provisions of the Purchase Agreement.
  Parkway represents that it is a knowledgeable Purchaser of real
  estate and that it is relying on its own expertise and that of
  its consultants in purchasing the Assigned Property.  The terms
  and conditions of this paragraph shall expressly survive the
  Closing and shall not merge with the provisions of any closing
  document.
  
             Representations and Warranties of Emerson.  Emerson
  represents and warrants to Parkway as follows:
  
            (a)  Delivery.  Emerson has delivered or made available
            to Parkway all material information, documents and
            other materials received from Seller, its agents,
            representatives or brokers, or any third party
            (excluding Emerson's legal counsel or financing
            sources) or delivered by Emerson, its agents,
            representatives or brokers to Seller which pertain in
            any manner to the Assigned Property.
  
            (b)  No Breach or Default Under Purchase Agreement.
            Emerson has no actual knowledge of any event or fact
            which would, with notice, passage of time or both,
            constitute a material default or breach by Emerson or
            Seller under the Purchase Agreement.
  
            (c)  Existence.  Emerson is a corporation duly
            organized and validly existing under the laws of the
            state of Texas.  Emerson has full power and authority
            to execute and deliver this Agreement and all other
            documents now or hereafter to be executed and delivered
            by it pursuant to this Agreement ("Emerson's
            Documents") and to perform all obligations arising
            under this Agreement and Emerson's Documents.
  
            (d)  Valid Agreement.  This Agreement constitutes, and
            Emerson's Documents will each constitute, the legal,
            valid, and binding obligations of Emerson, enforceable
            in accordance with their respective terms, subject to
            the bankruptcy, insolvency, reorganization, moratorium,
            or similar laws affecting the enforcement of creditors'
            rights generally and except as may be limited by
            applicable laws, general equitable principles or
            judicial decisions which may qualify, limit or preclude
            certain rights, remedies or provisions contained in
            this Agreement and/or Emerson's Documents.
  
            (e)  No Breach or Default.  The execution and delivery
            of this Agreement and Emerson's Documents do not, and
            the consummation of the transactions contemplated
            hereby shall not contravene any provision of the
            Certificate of Incorporation or Bylaws of Emerson or
            any judgment, order, decree, writ or injunction or
            provisions of existing law or regulation or provision
            of any agreement to which Emerson is a party, or any of
            the foregoing by which Emerson or the Property is
            bound.
  
            (f)  No Consent.  Other than the consent of Seller, no
            consent or approval of any third party is required to
            permit Emerson to consummate the transaction
            contemplated by this Agreement.
  
            (g)  No Litigation.  Emerson has not received any
            written notice of any litigation, governmental
            investigation or other proceeding pending against
            Emerson which would affect Emerson's ability to perform
            its obligations under this Agreement or relating to the
            transaction contemplated by this Agreement.
  
            (h)  No Prior Assignment.  Emerson has not assigned any
            interest in the Purchase Agreement to the extent such
            interest pertains or relates to the Assigned Property.
  
            (i)  No Other Representation.  Except as expressly set
            forth herein, Emerson has not made and does not make
            any representations or warranties whatsoever with
            respect to any matter or thing affecting or related to
            the Assigned Property nor has Emerson authorized any
            real estate agent, salesman, or broker or other person
            whomsoever to make any such representations nor is
            Emerson liable for or bound by any verbal or written
            representation of any real estate agent, salesman, or
            broker or other person whomsoever with respect to any
            matter or thing affecting or related to the Assigned
            Property.
  
            Representations and Warranties of Parkway.  Parkway
  represents and warrants to  Emerson as follows:
  
            (a)  Existence.  Parkway is a corporation duly
            organized and validly existing under the laws of the
            state of Maryland.  Parkway has full power and
            authority to execute and deliver this Agreement and all
            other documents now or hereafter to be executed and
            delivered by it pursuant to this Agreement ("Parkway's
            Documents") and to perform all obligations arising
            under this Agreement and Parkway's Documents.
  
            (b)  Valid Agreement.  This Agreement constitutes, and
            Parkway's Documents will each constitute, the legal,
            valid, and binding obligations of Parkway, enforceable
            in accordance with their respective terms, subject to
            the bankruptcy, insolvency, reorganization, moratorium,
            or similar laws affecting the enforcement of creditors'
            rights generally and except as may be limited by
            applicable laws, general equitable principles or
            judicial decisions which may qualify, limit or preclude
            certain rights, remedies or provisions contained in
            this Agreement and/or Parkway's Documents.
  
            (c)  No Breach or Default.  The execution and delivery
            of this Agreement and Parkway's Documents do not, and
            the consummation of the transactions contemplated
            hereby shall not contravene any provision of the
            Certificate of Incorporation or Bylaws of Parkway or
            any judgment, order, decree, writ or injunction or
            provisions of existing law or regulation or provision
            of any agreement to which Parkway is a party, or any of
            the foregoing by which Parkway or the Property is
            bound.
  
            (d)  No Consent.  No consent or approval of any third
            party is required to permit Parkway to consummate the
            transaction contemplated by this Agreement.
  
            (e)  No Litigation.  Parkway has not received any
            written notice of any litigation, governmental
            investigation or other proceeding pending against
            Parkway which would affect Parkway's ability to perform
            its obligations under this Agreement or relating to the
            transaction contemplated this Agreement.
  
             Notices.  Notices to Emerson shall be as set forth in
  the Purchase Agreement.  Notices to Parkway shall be as follows:
  
                 Parkway Properties, Inc.
                 188 East Capitol Street
                 Suite 300
                 Jackson, Mississippi  39201
                 Attention:  Terry Lavery
                 Facsimile:  (601) 949-4077
  
                 With a copy to:
  
                 Forman, Perry, Watkins, Krutz & Tardy, PLLC
                 188 East Capitol Street
                 1200 One Jackson Place
                 Jackson, Mississippi  39201
                 Attention:  Steven M. Hendrix
                 Facsimile:  (601) 960-8609
  
            Covenants of Emerson.  Emerson hereby covenants to
  Parkway as follows:
  
            (a)  Closing.  Emerson shall use reasonable efforts to
            effectuate Closing of the transaction contemplated by
            the Purchase Agreement.  The sole remedy for breach of
            this subsection (a) shall be under subsection (b) or
            Section , as applicable.
  
            (b)  Reimbursement of Costs.  If (i) Closing under the
            Purchase Agreement does not occur due solely to a
            breach or default thereunder by Emerson, or (ii) the
            transaction contemplated by this Agreement does not
            close due solely to a breach or default hereunder by
            Emerson, then Emerson will reimburse Parkway its
            actual, out of pocket expenses paid to third parties in
            connection with this Agreement and Parkway's
            investigation of the Assigned Property, up to a maximum
            of $50,000, following receipt by Emerson of documents
            reasonably establishing the amount and payment by
            Parkway of such expenses.
  
            (c)  Delivery.  Emerson will deliver or make available
            to Parkway copies of all notices, correspondence or
            other materials received from Seller, its agents,
            representatives or brokers, or any other third party
            (excluding Emerson's legal counsel or financing
            sources) or delivered by Emerson, its agents,
            representatives or brokers, to Seller which pertain in
            any manner to the Assigned Property.
            
            (d)  No Assignment.  Provided Parkway does not breach
            or default under this Agreement, Emerson will not
            assign (other than to the Limited Partnership) its
            interest in the Purchase Agreement to the extent such
            interest applies or pertains in any manner to the
            Assigned Property.
  
            Covenants of Parkway.  Parkway covenants to Emerson as
  follows:
  
            (a)  Delivery.  Parkway will deliver all notices given
            under the Purchase Agreement to Emerson and will
            provide such additional information as Emerson may
            request from time to time with respect to the Assigned
            Property.
  
            (b)  Closing.  Parkway shall effectuate the closing of
            the transaction contemplated by this Agreement, unless
            (i) this Agreement is terminated by Parkway as provided
            herein, or (ii) Emerson is not entitled to acquire the
            Assigned Property under the Purchase Agreement due to a
            breach or default by Emerson or Seller under the
            Purchase Agreement.
  
            Assignment Contingent.  Notwithstanding anything to the
  contrary contained herein, the obligations of Emerson and Parkway
  hereunder are expressly contingent upon the closing of the
  acquisition of the Assigned Property pursuant to the Purchase
  Agreement; provided, this Section shall not relieve Emerson of
  liability for its default (if any) under Section (b) or relieve
  Parkway of liability for its default (if any) under Section  of
  this Agreement.  If the transaction contemplated by the Purchase
  Agreement does not close by March 10, 1997, either party hereto
  may immediately terminate this Agreement by written notice to the
  other.  In any such event, and notwithstanding anything in this
  Agreement to the contrary, Parkway shall be entitled to a return
  of the Parkway Deposit.
  
            Remedies Against Emerson.  In the event that any
  representations or warranties of Emerson contained herein are
  untrue in any material respect, if Emerson fails or refuses in
  any material respect to perform any of the covenants contained
  herein to be performed by Emerson, or if Emerson shall fail to
  close this Agreement for any reason except for Parkway's default
  or termination of this Agreement pursuant to the provisions of
  this Agreement, then Parkway may, as its sole and exclusive
  remedy, either (i) terminate the Agreement by written notice to
  Emerson and receive an immediate refund of the Parkway Deposit
  and thereafter neither party hereto shall have any further
  obligation hereunder, one to the other (except for obligations
  set forth in subsection (b) of the "Covenants of Emerson" section
  of this Agreement) or (ii) enforce specific performance of this
  Agreement.  Emerson specifically agrees that the remedy of
  specific performance is an appropriate remedy for Parkway if
  Emerson or any affiliate or assignee of Emerson acquires the
  Assigned Property,  and Emerson waives and agrees not to assert
  any claim or defense that specific performance is not an
  appropriate remedy for Parkway.
  
            Remedies Against Parkway.  If Parkway breaches or
  defaults under any provision of this Agreement, Emerson shall be
  released from all obligations in law or equity to assign the
  Purchase Agreement to the limited partnership.  If Parkway
  breaches or defaults and Closing does not occur under this
  Agreement as a direct result of Parkway's breach or default
  hereunder, Parkway and Emerson agree that as Emerson's sole
  remedy for a breach or default hereunder, by written notice to
  Parkway and Title Company, Emerson may either (i)  terminate this
  Agreement and be entitled to the Parkway Deposit plus accrued
  interest thereon plus $150,000 as liquidated damages and
  thereafter neither party shall have any further obligation
  hereunder, one to the other, or (ii) enforce specific performance
  of this agreement.  Parkway and Emerson acknowledge and agree
  that actual damages will be extremely difficult and impractical
  to ascertain.  Therefore, the Parkway Deposit plus accrued
  interest thereon plus $150,000 shall be deemed to constitute a
  reasonable estimate and agreed stipulation of Emerson's damages
  and if elected by Emerson shall constitute Emerson's sole and
  exclusive remedy in the event this transaction fails to close as
  a direct result of Parkway's breach or default.  If Emerson
  elects to pursue specific performance, Parkway specifically
  agrees that the remedy or specific performance is an appropriate
  remedy for Emerson if Emerson or any affiliate or assignee of
  Emerson acquires the Assigned Property, and Parkway waives and
  agrees not to assert any claim or defense that specific
  performance is not an appropriate remedy for Emerson.  Emerson's
  rights under this section may be assigned to any affiliate or
  assignee of Emerson.
  
            Limitation on Liability.  Except as set forth in the
  attached Limited Guaranty (Exhibit F) executed by Phillip
  Williams and Terry Montesi, of even date herewith, Parkway and
  Emerson acknowledge and agree that no trustee, beneficiary,
  officer or employee of Emerson or Parkway shall have any personal
  liability to the other party, directly or indirectly, under the
  Purchase Agreement or this Agreement, or under any certification,
  representation, warranty or other instrument delivered in
  connection therewith, and Parkway and Emerson shall have recourse
  hereunder only against the other's assets.
  
         Attorneys' Fees.  Should the parties to this Agreement
  litigate their respective rights pursuant to this Agreement, the
  party prevailing shall have the right to recover from the
  opposing party an amount equal to the prevailing party's
  attorneys' fees, expenses, and court costs arising out of the
  litigation between the parties.
  
            Defined Terms.  Capitalized terms used by not defined
  herein shall have the meaning set forth in the Purchase
  Agreement.
  
            Real Estate Agent's Commission.  Emerson agrees to pay
  a real estate commission to the Fults Companies (the "Broker") in
  the amount of one percent (1%) of  the Allocated Purchase Price
  at Closing in the event (and only in the event) the transaction
  contemplated hereby actually closes.  If such transaction does
  not close for any reason (or for no reason), including breach or
  default under or termination of this Agreement by either party,
  no commission or other compensation or consideration shall be
  paid to the foregoing Broker or any person or entity affiliated
  therewith.  This Agreement supersedes any prior agreement or
  understanding between Emerson and Broker.  Emerson represents and
  warrants to Parkway that Emerson has not entered into any binding
  effective agreement with any real estate agent, salesman or
  broker other than the Broker, which would entitle such real
  estate agent, salesman or broker to a commission by reason of the
  sale contemplated hereby.  Parkway represents and warrants to
  Emerson that Parkway has not entered into any binding effective
  agreement with a real estate agent, salesman, or broker, which
  would entitle such real estate agent, salesman, or broker to a
  commission by reason of the sale contemplated hereby.  Emerson
  agrees to indemnify Parkway and hold it harmless of and from any
  and all claims of any party claiming through Emerson for real
  estate or finder's commissions or fees arising out of the sale
  contemplated hereby.  Parkway agrees to indemnify Emerson and
  hold it harmless of and from any and all claims of any party
  claiming through Parkway for real estate or finder's commissions
  or fees arising out of the sale contemplated hereby.
  
       IN WITNESS WHEREOF, the parties hereto have executed this
  Agreement as of the date first written above.
  
                                Emerson Partners, Inc.
  
  
                                By:_______________________________
                                Name:______________________________
                                Title:_____________________________
  
                                Parkway  Properties, Inc.
  
                                By:________________________________
                                Name:______________________________
                                Title:_____________________________
  
                                By:________________________________
                                Name:______________________________
                                Title:_____________________________
  
  ACKNOWLEDGMENT OF BROKER
  
       Broker hereby acknowledges and agrees to the provisions of
  Section  hereof, but Broker is not a necessary party to this
  Agreement.
  
       THE FULTS COMPANIES
  
       By:___________________________
metadata_documents: [{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 34803}]
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text: UNITED STATES
  
                 SECURITIES AND EXCHANGE COMMISSION
                                  
                        WASHINGTON, DC  20549
                                  
                 ----------------------------------
                                  
                              FORM 8-K
                                  
                                  
                           CURRENT REPORT
                                  
                                  
                   Pursuant to Section 13 or 15(d)
                               of the
                   Securities Exchange Act of 1934
  
  Date of Report (Date of earliest event reported):  March 6, 1997
                                                    ---------------
  
                      PARKWAY PROPERTIES, INC.
  -----------------------------------------------------------------
       (Exact name of Registrant as specified in its charter)
  
  Maryland                    1-11533                   74-2123597
  -----------------------------------------------------------------
  (State or other     (Commission File Number)        (IRS Employer
  jurisdiction of                                    Identification
  incorporation)                                         Number)
  
  300 One Jackson Place, 188 E. Capitol St., Jackson, MS  39201
  -----------------------------------------------------------------
  (Address of principal executive offices)               (Zip Code)
  
  Registrant's telephone number, including area code (601) 948-4091
                                                     --------------
  
  -----------------------------------------------------------------
   (Former name or former address, if changed since last report)
  
                              FORM 8-K
                                  
                      PARKWAY PROPERTIES, INC.
  
  Item 2.   Acquisition or Disposition of Assets.
  
             On   March  6,  1997, a limited partnership  in  which
  Parkway  Properties, Inc. is a 99% limited partner and a  wholly-
  owned  subsidiary  is  a  1% general partner  purchased  a  three
  building development known as Courtyard at Arapaho in Richardson,
  Texas  for  $15,125,000.  The development consists of a two-story
  atrium office building with 155,974 net rentable square feet  and
  two  single-story  service center buildings totaling  44,752  net
  rentable square feet.  Northern Telecommunications, Inc. occupies
  82,415 square feet (41%) of the development.  The development  is
  situated  on  10.58 acres and is located in the Telecom  Corridor
  submarket  in  suburban North Dallas.  Courtyard  at  Arapaho  is
  currently   97%   leased   to   6  tenants   including   Northern
  Telecommunications,  Inc.  The purchase  price  was  funded  with
  existing cash reserves.
  
  Item 7.   Financial Statements and Exhibits.
  
            (a)  Financial Statements
  
                           It is impractical to provide the audited
                 financial  statements of the Courtyard at  Arapaho
                 required  by  Item  7(a) of  Form  8-K,  but  such
                 financial  statements will be  filed  as  soon  as
                 practical  but  not later than 60 days  after  the
                 filing of this Form 8-K.
  
            (b)  Pro Forma Consolidated Financial Statements
  
                            The  pro  forma consolidated  financial
                 statements   will  be  filed  with   the   audited
                 financial statements of the Courtyard at Arapaho.
  
            (c)  Exhibits.
  
                                  (10)  Assignment  and  Assumption
                 Agreement  among  Emerson  Partners,   Inc.    and
                 Parkway Properties, Inc. dated February 26,  1997.
                 Parkway  agrees to furnish supplementally  to  the
                 Securities  and Exchange Commission on  request  a
                 copy  of  any omitted schedule or exhibit to  this
                 agreement.
  
                              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 21, 1997
  
                                          PARKWAY PROPERTIES, INC.
  
                                   BY:    /s/Steven G. Rogers
                                          Steven G. Rogers
                                          President and Chief
                                          Operating Officer
                                          
  
                 ASSIGNMENT AND ASSUMPTION AGREEMENT
  
       This Assignment and Assumption Agreement (this "Agreement")
  is entered into as of the 26th day of February, 1997, by and
  between Emerson Partners, Inc., a Texas corporation ("Emerson"),
  and Parkway Properties, Inc., a Maryland corporation ("Parkway").
  
       WHEREAS, Gawaine Real Estate Corporation, Mordred Real
  Estate Corporation, Garland Real Estate Corporation, Dindraine
  Real Estate Corporation and Geraint Real Estate Corporation as
  the seller (collectively "Seller") and Emerson as the buyer
  entered into that certain Purchase and Sale Agreement dated as of
  September 19, 1996, as amended by that certain Amendment to
  Agreement of Purchase and Sale dated as of October 28, 1996, as
  amended by that certain Second Amendment to Agreement of Purchase
  and Sale dated December 23, 1996, as amended by that certain
  Third Amendment to Agreement of Purchase and Sale dated as of
  January 22, 1997, as supplemented by that certain Supplemental
  Agreement dated as of October, 1996, and as supplemented by that
  certain Second Supplemental Agreement dated as of October, 1996
  (collectively the "Purchase Agreement") whereby Seller agreed to
  sell to Emerson certain Property (initial capitalized terms used
  but not defined herein shall have the meaning set forth in the
  Purchase Agreement);
  
       WHEREAS, the Purchase Agreement provides that Emerson shall
  purchase several properties from Seller, including that certain
  office building located on the real property described on Exhibit
  A attached hereto known as the "Courtyard at Arapaho" (the real
  property described on Exhibit A and building located thereon,
  together with all improvements, personal property, intangible
  personal property, and leases both relating to such real property
  described on Exhibit A and within the definition of Property
  under the Purchase Agreement are collectively referred to herein
  as the "Assigned Property");
  
       WHEREAS, subject to the provisions of this Agreement,
  Emerson and Parkway desire to form and constitute a Texas limited
  partnership (the "Limited Partnership") of which a general
  partner shall be Emerson or an affiliate thereof (the "Emerson
  General Partner"), and a general partner shall be Parkway
  Properties General Partners, Inc., a wholly owned subsidiary of
  Parkway (the "Parkway General Partner"), and the sole limited
  partner ("Parkway Limited Partner") shall be Parkway Properties,
  L.P., a Delaware limited partnership of which the general partner
  is the Parkway General Partner and of which the sole limited
  partner is Parkway;
  
       WHEREAS, subject to the provisions of this Agreement,
  Emerson and Parkway desire that immediately prior to Closing,
  Emerson shall assign to the Limited Partnership all of Emerson's
  rights, title and interests under the Purchase Agreement with
  respect to and only with respect to the Assigned Property;
  
       WHEREAS, Emerson and Parkway desire that the Limited
  Partnership accept such assignment and that the Limited
  Partnership assume and indemnify, defend and hold Emerson
  harmless with respect to Emerson's obligations under the Purchase
  Agreement as they relate to the Assigned Property and only the
  Assigned Property (the "Assignment"); and
  
       WHEREAS, in connection with the Assignment, the parties
  desire to set forth their understandings with respect to certain
  matters.
  
       NOW, THEREFORE, in consideration of the foregoing, and other
  good and valuable consideration, the receipt and sufficiency of
  which is hereby acknowledged, the parties hereto, intending to be
  legally bound, agree as follows:
  
             Deposit.  Concurrent with the execution and delivery
  of this Agreement, Parkway shall deliver to American Title
  Company, Dallas, Texas, Attention: Trisha Ewert (the "Secondary
  Escrow Agent") a cash deposit in the amount of $100,000.00 (the
  "Parkway Deposit").  Such funds shall be placed in an interest
  bearing account (the "Parkway Escrow Account").  Emerson and
  Parkway acknowledge and agree that $100.00 of the Parkway Deposit
  shall be paid to Emerson if this Agreement is terminated for any
  reason.  Emerson and Parkway acknowledge and agree that such
  amount shall constitute additional consideration for Seller's
  execution and delivery of this Agreement.  On the Closing Date,
  the Parkway Deposit, together with all interest accrued thereon
  shall be applied to the Purchase Price allocable to the Assigned
  Property.
  
             Parkway Inspection Period.  Parkway had until
  execution of this Agreement to evaluate the Property (the
  "Parkway Inspection Period"), at Parkway's sole risk and expense.
  Since the Parkway Inspection Period has expired the Parkway
  Deposit shall be non-refundable to Parkway except as otherwise
  expressly provided herein.
  
                Notification to Seller.  Emerson shall immediately
  notify Seller, in writing, of Parkway and Emerson's agreement to
  form the Limited Partnership, the involvement of Parkway and the
  assignments contemplated hereby.  The form and content of such
  notice is substantially as set forth in Exhibit G attached hereto
  and made a part hereof.
  
             Formation of the Limited Partnership.  Parkway and
  Emerson shall cause the Limited Partnership to be formed no later
  than February 26, 1997.  The Emerson General Partner's interest
  shall be one percent. The Parkway General Partner's interest
  shall be one percent.  The Parkway Limited Partner's interest
  shall be ninety-eight percent.  The form of the limited
  partnership agreement and the subsequent amendment thereto are
  attached as Exhibits B and C hereto.
  
             Accelerated Closing.  Emerson and Parkway shall
  request that Seller consent to a Closing of the Purchase
  Agreement on or after February 28, 1997 ("Accelerated Closing
  Date") but prior to March 5, 1997.  Emerson may, but shall have
  no obligation to, delay the Accelerated Closing Date from day to
  day until no later than March 5, 1997.  If Emerson reaches an
  agreement with Seller pursuant to which the Closing of the
  acquisition of the Assigned Property under the Purchase Agreement
  occurs on or before March 10, 1997, then the transactions
  contemplated by this Agreement shall take place as provided
  herein, and shall constitute part of and take place
  simultaneously with the Closing pursuant to the Purchase
  Agreement.
  
             Assignment to Limited Partnership.  Emerson agrees to
  assign to the Limited Partnership all of Emerson's rights, title
  and interest under the Purchase Agreement with respect to and
  only with respect to the Assigned Property.  Parkway agrees to
  cause the Limited Partnership to accept such Assignment and to
  assume and to indemnify, defend and hold Emerson harmless with
  respect to Emerson's obligations under the Purchase Agreement
  which relate to the Assigned Property and only the Assigned
  Property, but not any other Property.  The form of the Assignment
  (herein so called) is attached hereto as Exhibit D.  The
  Assignment shall be effective and delivered upon (and only upon)
  Parkway's instruction to the Escrow Agent to release the
  Allocated Purchase Price (as defined below) to Seller and close
  the transactions contemplated by the Purchase Agreement and this
  Agreement, conditioned only upon Emerson's delivery of the
  Assignment.
  
             Allocation and Payment of Purchase Price.  The portion
  of the Purchase Price allocated to the Assigned Property is
  agreed to be $15,125,000 (the "Allocated Purchase Price").  On
  the Accelerated Closing Date, Parkway shall cause the Limited
  Partnership to pay such Allocated Purchase Price to the Seller at
  the Closing, and Emerson shall cause the remainder of the
  Purchase Price (allocable to Property other than the Assigned
  Property) to be paid to the Seller at the Closing, all subject to
  such credits, charges, prorations and other adjustments as are
  provided for in this Agreement and the Purchase Agreement.  Title
  policy premiums or credits in lieu of premiums to be provided by
  Seller at the Closing shall be allocated proportionately to the
  Assigned Property and the balance of the Property, based on the
  ratio of the amount of the Purchase Price allocable to the
  Assigned Property ($15,125,000), compared to the amount of the
  Purchase Price for the balance of the Property, unless Parkway,
  at its sole discretion, elects to obtain a separate policy and in
  such case the incremental additional cost of such separate policy
  (approximately $40,000) shall be allocated to and paid by
  Parkway.  On or before February 28, 1997, Parkway shall wire (and
  shall confirm in writing to Emerson that it has wired) the
  Allocated Purchase Price (less the Parkway Deposit) to the Escrow
  Agent as provided in this Agreement and the Purchase Agreement.
  Parkway shall retain sole and absolute control of the Allocated
  Purchase Price until Parkway releases such funds at Closing.
  Parkway shall provide Escrow Agent with instructions relating to
  the handling of such funds, including, without limitation, a
  requirement to keep such funds separate and distinct (not a part
  of the Parkway Deposit or the Parkway Escrow Account) and to keep
  such funds in an interest bearing account.  Provided Parkway
  shall have wired the Allocated Purchase Price as required above
  and is not in breach of or default under this Agreement, Parkway
  shall have the right and obligation to attend and participate in
  the Closing and any pre-closing, including, without limitation,
  approval (which shall not be unreasonably withheld) of the
  closing statement and execution of all closing and other
  documents of transfer relating to the Assigned Property.  At the
  Closing, Parkway shall cause the Allocated Purchase Price to be
  paid and released to Seller upon not less than two (2) hours
  written notice from Emerson that Closing (including funding) of
  the transactions contemplated by this Agreement and the Purchase
  Agreement are ready to occur.
  
                Transfer of Emerson Partnership Interest.  On the
  Closing Date, but after the consummation of the conveyance of the
  Assigned Property to the Limited Partnership, the Emerson General
  Partner shall convey its general partnership interest to the
  Parkway General Partner or its designee pursuant to the amendment
  to the limited partnership agreement and the Withdrawal as a
  General Partner, the forms of which are attached hereto as
  Exhibits C and E.
  
             As Is, Where Is.  As between Emerson and Parkway and
  their respective agents and representatives and the respective
  officers, directors, directors, partners, employees, agents and
  representatives of all of the foregoing, it is understood and
  agreed that the Assigned Property is being sold and conveyed "AS
  IS" with any and all faults and latent ant patent defects without
  any express or implied representation or warranty by Emerson
  except as expressly set forth herein or in any exhibit attached
  hereto.  Except as expressly set forth herein, Emerson has not
  made and does not hereby make and hereby specifically disclaims
  any representations or warranties of any kind or character
  whatsoever, express or implied, with respect to the Assigned
  Property, its condition (including without limitation any
  representation or warranty regarding quality of construction,
  state of repair, workmanship, merchantability, suitability or
  fitness for any particular purpose), its compliance with
  environmental laws or other laws, availability of access, ingress
  or egress, income to be derived therefrom or expenses to be
  incurred with respect thereto, the obligations, responsibilities
  or liabilities of the owner thereof, or any other matter or thing
  relating to or affecting the Assigned Property and Emerson hereby
  disclaims and renounces any other representation or warranty.
  Parkway acknowledges and agrees that Parkway is entering into
  this Agreement without relying (except as expressly set forth
  herein or in any exhibit attached hereto) upon any such
  representation, warranty, statement or other assertion, oral or
  written, made by Emerson or any representative of Emerson or any
  other person acting or purporting to act for or on behalf of
  Emerson with respect to the Assigned Property but rather is
  relying upon its own examination and inspection of the Assigned
  Property and the terms and provisions of the Purchase Agreement.
  Parkway represents that it is a knowledgeable Purchaser of real
  estate and that it is relying on its own expertise and that of
  its consultants in purchasing the Assigned Property.  The terms
  and conditions of this paragraph shall expressly survive the
  Closing and shall not merge with the provisions of any closing
  document.
  
             Representations and Warranties of Emerson.  Emerson
  represents and warrants to Parkway as follows:
  
            (a)  Delivery.  Emerson has delivered or made available
            to Parkway all material information, documents and
            other materials received from Seller, its agents,
            representatives or brokers, or any third party
            (excluding Emerson's legal counsel or financing
            sources) or delivered by Emerson, its agents,
            representatives or brokers to Seller which pertain in
            any manner to the Assigned Property.
  
            (b)  No Breach or Default Under Purchase Agreement.
            Emerson has no actual knowledge of any event or fact
            which would, with notice, passage of time or both,
            constitute a material default or breach by Emerson or
            Seller under the Purchase Agreement.
  
            (c)  Existence.  Emerson is a corporation duly
            organized and validly existing under the laws of the
            state of Texas.  Emerson has full power and authority
            to execute and deliver this Agreement and all other
            documents now or hereafter to be executed and delivered
            by it pursuant to this Agreement ("Emerson's
            Documents") and to perform all obligations arising
            under this Agreement and Emerson's Documents.
  
            (d)  Valid Agreement.  This Agreement constitutes, and
            Emerson's Documents will each constitute, the legal,
            valid, and binding obligations of Emerson, enforceable
            in accordance with their respective terms, subject to
            the bankruptcy, insolvency, reorganization, moratorium,
            or similar laws affecting the enforcement of creditors'
            rights generally and except as may be limited by
            applicable laws, general equitable principles or
            judicial decisions which may qualify, limit or preclude
            certain rights, remedies or provisions contained in
            this Agreement and/or Emerson's Documents.
  
            (e)  No Breach or Default.  The execution and delivery
            of this Agreement and Emerson's Documents do not, and
            the consummation of the transactions contemplated
            hereby shall not contravene any provision of the
            Certificate of Incorporation or Bylaws of Emerson or
            any judgment, order, decree, writ or injunction or
            provisions of existing law or regulation or provision
            of any agreement to which Emerson is a party, or any of
            the foregoing by which Emerson or the Property is
            bound.
  
            (f)  No Consent.  Other than the consent of Seller, no
            consent or approval of any third party is required to
            permit Emerson to consummate the transaction
            contemplated by this Agreement.
  
            (g)  No Litigation.  Emerson has not received any
            written notice of any litigation, governmental
            investigation or other proceeding pending against
            Emerson which would affect Emerson's ability to perform
            its obligations under this Agreement or relating to the
            transaction contemplated by this Agreement.
  
            (h)  No Prior Assignment.  Emerson has not assigned any
            interest in the Purchase Agreement to the extent such
            interest pertains or relates to the Assigned Property.
  
            (i)  No Other Representation.  Except as expressly set
            forth herein, Emerson has not made and does not make
            any representations or warranties whatsoever with
            respect to any matter or thing affecting or related to
            the Assigned Property nor has Emerson authorized any
            real estate agent, salesman, or broker or other person
            whomsoever to make any such representations nor is
            Emerson liable for or bound by any verbal or written
            representation of any real estate agent, salesman, or
            broker or other person whomsoever with respect to any
            matter or thing affecting or related to the Assigned
            Property.
  
            Representations and Warranties of Parkway.  Parkway
  represents and warrants to  Emerson as follows:
  
            (a)  Existence.  Parkway is a corporation duly
            organized and validly existing under the laws of the
            state of Maryland.  Parkway has full power and
            authority to execute and deliver this Agreement and all
            other documents now or hereafter to be executed and
            delivered by it pursuant to this Agreement ("Parkway's
            Documents") and to perform all obligations arising
            under this Agreement and Parkway's Documents.
  
            (b)  Valid Agreement.  This Agreement constitutes, and
            Parkway's Documents will each constitute, the legal,
            valid, and binding obligations of Parkway, enforceable
            in accordance with their respective terms, subject to
            the bankruptcy, insolvency, reorganization, moratorium,
            or similar laws affecting the enforcement of creditors'
            rights generally and except as may be limited by
            applicable laws, general equitable principles or
            judicial decisions which may qualify, limit or preclude
            certain rights, remedies or provisions contained in
            this Agreement and/or Parkway's Documents.
  
            (c)  No Breach or Default.  The execution and delivery
            of this Agreement and Parkway's Documents do not, and
            the consummation of the transactions contemplated
            hereby shall not contravene any provision of the
            Certificate of Incorporation or Bylaws of Parkway or
            any judgment, order, decree, writ or injunction or
            provisions of existing law or regulation or provision
            of any agreement to which Parkway is a party, or any of
            the foregoing by which Parkway or the Property is
            bound.
  
            (d)  No Consent.  No consent or approval of any third
            party is required to permit Parkway to consummate the
            transaction contemplated by this Agreement.
  
            (e)  No Litigation.  Parkway has not received any
            written notice of any litigation, governmental
            investigation or other proceeding pending against
            Parkway which would affect Parkway's ability to perform
            its obligations under this Agreement or relating to the
            transaction contemplated this Agreement.
  
             Notices.  Notices to Emerson shall be as set forth in
  the Purchase Agreement.  Notices to Parkway shall be as follows:
  
                 Parkway Properties, Inc.
                 188 East Capitol Street
                 Suite 300
                 Jackson, Mississippi  39201
                 Attention:  Terry Lavery
                 Facsimile:  (601) 949-4077
  
                 With a copy to:
  
                 Forman, Perry, Watkins, Krutz & Tardy, PLLC
                 188 East Capitol Street
                 1200 One Jackson Place
                 Jackson, Mississippi  39201
                 Attention:  Steven M. Hendrix
                 Facsimile:  (601) 960-8609
  
            Covenants of Emerson.  Emerson hereby covenants to
  Parkway as follows:
  
            (a)  Closing.  Emerson shall use reasonable efforts to
            effectuate Closing of the transaction contemplated by
            the Purchase Agreement.  The sole remedy for breach of
            this subsection (a) shall be under subsection (b) or
            Section , as applicable.
  
            (b)  Reimbursement of Costs.  If (i) Closing under the
            Purchase Agreement does not occur due solely to a
            breach or default thereunder by Emerson, or (ii) the
            transaction contemplated by this Agreement does not
            close due solely to a breach or default hereunder by
            Emerson, then Emerson will reimburse Parkway its
            actual, out of pocket expenses paid to third parties in
            connection with this Agreement and Parkway's
            investigation of the Assigned Property, up to a maximum
            of $50,000, following receipt by Emerson of documents
            reasonably establishing the amount and payment by
            Parkway of such expenses.
  
            (c)  Delivery.  Emerson will deliver or make available
            to Parkway copies of all notices, correspondence or
            other materials received from Seller, its agents,
            representatives or brokers, or any other third party
            (excluding Emerson's legal counsel or financing
            sources) or delivered by Emerson, its agents,
            representatives or brokers, to Seller which pertain in
            any manner to the Assigned Property.
            
            (d)  No Assignment.  Provided Parkway does not breach
            or default under this Agreement, Emerson will not
            assign (other than to the Limited Partnership) its
            interest in the Purchase Agreement to the extent such
            interest applies or pertains in any manner to the
            Assigned Property.
  
            Covenants of Parkway.  Parkway covenants to Emerson as
  follows:
  
            (a)  Delivery.  Parkway will deliver all notices given
            under the Purchase Agreement to Emerson and will
            provide such additional information as Emerson may
            request from time to time with respect to the Assigned
            Property.
  
            (b)  Closing.  Parkway shall effectuate the closing of
            the transaction contemplated by this Agreement, unless
            (i) this Agreement is terminated by Parkway as provided
            herein, or (ii) Emerson is not entitled to acquire the
            Assigned Property under the Purchase Agreement due to a
            breach or default by Emerson or Seller under the
            Purchase Agreement.
  
            Assignment Contingent.  Notwithstanding anything to the
  contrary contained herein, the obligations of Emerson and Parkway
  hereunder are expressly contingent upon the closing of the
  acquisition of the Assigned Property pursuant to the Purchase
  Agreement; provided, this Section shall not relieve Emerson of
  liability for its default (if any) under Section (b) or relieve
  Parkway of liability for its default (if any) under Section  of
  this Agreement.  If the transaction contemplated by the Purchase
  Agreement does not close by March 10, 1997, either party hereto
  may immediately terminate this Agreement by written notice to the
  other.  In any such event, and notwithstanding anything in this
  Agreement to the contrary, Parkway shall be entitled to a return
  of the Parkway Deposit.
  
            Remedies Against Emerson.  In the event that any
  representations or warranties of Emerson contained herein are
  untrue in any material respect, if Emerson fails or refuses in
  any material respect to perform any of the covenants contained
  herein to be performed by Emerson, or if Emerson shall fail to
  close this Agreement for any reason except for Parkway's default
  or termination of this Agreement pursuant to the provisions of
  this Agreement, then Parkway may, as its sole and exclusive
  remedy, either (i) terminate the Agreement by written notice to
  Emerson and receive an immediate refund of the Parkway Deposit
  and thereafter neither party hereto shall have any further
  obligation hereunder, one to the other (except for obligations
  set forth in subsection (b) of the "Covenants of Emerson" section
  of this Agreement) or (ii) enforce specific performance of this
  Agreement.  Emerson specifically agrees that the remedy of
  specific performance is an appropriate remedy for Parkway if
  Emerson or any affiliate or assignee of Emerson acquires the
  Assigned Property,  and Emerson waives and agrees not to assert
  any claim or defense that specific performance is not an
  appropriate remedy for Parkway.
  
            Remedies Against Parkway.  If Parkway breaches or
  defaults under any provision of this Agreement, Emerson shall be
  released from all obligations in law or equity to assign the
  Purchase Agreement to the limited partnership.  If Parkway
  breaches or defaults and Closing does not occur under this
  Agreement as a direct result of Parkway's breach or default
  hereunder, Parkway and Emerson agree that as Emerson's sole
  remedy for a breach or default hereunder, by written notice to
  Parkway and Title Company, Emerson may either (i)  terminate this
  Agreement and be entitled to the Parkway Deposit plus accrued
  interest thereon plus $150,000 as liquidated damages and
  thereafter neither party shall have any further obligation
  hereunder, one to the other, or (ii) enforce specific performance
  of this agreement.  Parkway and Emerson acknowledge and agree
  that actual damages will be extremely difficult and impractical
  to ascertain.  Therefore, the Parkway Deposit plus accrued
  interest thereon plus $150,000 shall be deemed to constitute a
  reasonable estimate and agreed stipulation of Emerson's damages
  and if elected by Emerson shall constitute Emerson's sole and
  exclusive remedy in the event this transaction fails to close as
  a direct result of Parkway's breach or default.  If Emerson
  elects to pursue specific performance, Parkway specifically
  agrees that the remedy or specific performance is an appropriate
  remedy for Emerson if Emerson or any affiliate or assignee of
  Emerson acquires the Assigned Property, and Parkway waives and
  agrees not to assert any claim or defense that specific
  performance is not an appropriate remedy for Emerson.  Emerson's
  rights under this section may be assigned to any affiliate or
  assignee of Emerson.
  
            Limitation on Liability.  Except as set forth in the
  attached Limited Guaranty (Exhibit F) executed by Phillip
  Williams and Terry Montesi, of even date herewith, Parkway and
  Emerson acknowledge and agree that no trustee, beneficiary,
  officer or employee of Emerson or Parkway shall have any personal
  liability to the other party, directly or indirectly, under the
  Purchase Agreement or this Agreement, or under any certification,
  representation, warranty or other instrument delivered in
  connection therewith, and Parkway and Emerson shall have recourse
  hereunder only against the other's assets.
  
         Attorneys' Fees.  Should the parties to this Agreement
  litigate their respective rights pursuant to this Agreement, the
  party prevailing shall have the right to recover from the
  opposing party an amount equal to the prevailing party's
  attorneys' fees, expenses, and court costs arising out of the
  litigation between the parties.
  
            Defined Terms.  Capitalized terms used by not defined
  herein shall have the meaning set forth in the Purchase
  Agreement.
  
            Real Estate Agent's Commission.  Emerson agrees to pay
  a real estate commission to the Fults Companies (the "Broker") in
  the amount of one percent (1%) of  the Allocated Purchase Price
  at Closing in the event (and only in the event) the transaction
  contemplated hereby actually closes.  If such transaction does
  not close for any reason (or for no reason), including breach or
  default under or termination of this Agreement by either party,
  no commission or other compensation or consideration shall be
  paid to the foregoing Broker or any person or entity affiliated
  therewith.  This Agreement supersedes any prior agreement or
  understanding between Emerson and Broker.  Emerson represents and
  warrants to Parkway that Emerson has not entered into any binding
  effective agreement with any real estate agent, salesman or
  broker other than the Broker, which would entitle such real
  estate agent, salesman or broker to a commission by reason of the
  sale contemplated hereby.  Parkway represents and warrants to
  Emerson that Parkway has not entered into any binding effective
  agreement with a real estate agent, salesman, or broker, which
  would entitle such real estate agent, salesman, or broker to a
  commission by reason of the sale contemplated hereby.  Emerson
  agrees to indemnify Parkway and hold it harmless of and from any
  and all claims of any party claiming through Emerson for real
  estate or finder's commissions or fees arising out of the sale
  contemplated hereby.  Parkway agrees to indemnify Emerson and
  hold it harmless of and from any and all claims of any party
  claiming through Parkway for real estate or finder's commissions
  or fees arising out of the sale contemplated hereby.
  
       IN WITNESS WHEREOF, the parties hereto have executed this
  Agreement as of the date first written above.
  
                                Emerson Partners, Inc.
  
                                By:_______________________________
                                Name:______________________________
                                Title:_____________________________
  
                                Parkway  Properties, Inc.
  
                                By:________________________________
                                Name:______________________________
                                Title:_____________________________
  
                                By:________________________________
                                Name:______________________________
                                Title:_____________________________
  
  ACKNOWLEDGMENT OF BROKER
  
       Broker hereby acknowledges and agrees to the provisions of
  Section  hereof, but Broker is not a necessary party to this
  Agreement.
  
       THE FULTS COMPANIES
  
       By:___________________________