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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K/A
AMENDMENT TO FORM 8-K
Filed Pursuant to
THE SECURITIES EXCHANGE ACT OF 1934
PARKWAY PROPERTIES, INC.
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(Exact name of registrant as specified in its charter)
AMENDMENT NO. 1
The undersigned registrant hereby amends the following
items, financial statements, exhibits or other portions of its
Form 8-K filed February 18, 1998 as set forth in the pages
attached hereto:
Item 7. Financial Statements and Exhibits
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this amendment to be
signed on its behalf by the undersigned, thereunto duly
authorized.
Date: February 19, 1998 PARKWAY PROPERTIES, INC.
By: /s/ Sarah P. Clark
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Sarah P. Clark
Senior Vice President,
Chief Financial Officer,
Treasurer and Secretary
Item 7. Financial Statements and Exhibits.
(c) Exhibits
(23) Consent of Independent Auditors.
Exhibit 23
Consent of Independent Auditors
We consent to the reference to our firm under the caption
"Experts" in the Registration Statements (Forms S-3, No. 333-29259
and No. 333-16479) and related Prospectus dated June 30,1997
and Prospectus Supplement dated February 18, 1998 of Parkway
Properties, Inc. for the registration of its common stock and to
the incorporation by reference therein of our report dated March
27, 1997, with respect to the consolidated financial statements
of Parkway Properties, Inc. included in its Annual Report (Form
10-KSB) for the year ended December 31, 1996, filed with the
Securities and Exchange Commission. We also consent to the
incorporation by reference in the Registration Statement (Form
S-8 on Form S-3, No. 333-00311) pertaining to The Parkway Company
1994 Stock Option Plan, The Parkway Company 1991 Incentive Plan
and The Parkway Company 1991 Directors Stock Option Plan and the
Registration Statements (Forms S-3, No. 333-29259 and No. 333-16479)
and related Prospectus dated June 30, 1997 and Prospectus
Supplement dated February 18, 1998 of Parkway Properties, Inc. of
our reports on the statements of rental revenue and direct
operating expenses included in Parkway Properties, Inc.'s Current
Reports on Forms 8-K dated June 27, 1997, September 9, 1997,
October 2, 1997, December 2, 1997, December 10, 1997 and February
18, 1998 and Current Reports on Forms 8-K/A dated May 4, 1997,
August 25, 1997 and February 9, 1998.
Ernst & Young LLP
Jackson, Mississippi
February 18, 1998
