PARKWAY PROPERTIES INC
8-K, 1997-01-27
OPERATORS OF NONRESIDENTIAL BUILDINGS
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                         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):  Jan. 15, 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 5.   Other Events

                On  January  22,  1997, Parkway Properties,  Inc.
          closed  its  previously  announced  sale  of  1,750,000
          shares  of  its  Common Stock under its existing  shelf
          registration  statement at a purchase price  of  $27.00
          per  share.   The  shares  were sold  with  PaineWebber
          Incorporated  acting  as  sole  underwriter   for   the
          offering.    The   net   proceeds   of   the   offering
          (approximately  $44,700,000  net  of  commissions   and
          expenses)  will be used for general corporate purposes,
          including  the  repayment of outstanding variable  rate
          indebtedness and for the purchase of office properties.
          Following  this transaction, the Company had  6,016,836
          shares of Common Stock outstanding.


                            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: January 27, 1997            PARKWAY PROPERTIES, INC.


                             BY:  /s/ Sarah P. Clark
                                  Sarah P. Clark
                                  Vice President, Chief Financial
                                  Officer, Treasurer and Secretary




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