PARKWAY PROPERTIES INC, S-8, 1999-10-13

PARKWAY PROPERTIES INC
S-8, 1999-10-13
OPERATORS OF NONRESIDENTIAL BUILDINGS

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<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 12, 1999
REGISTRATION NO. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM S-8
ON
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

-----------------------

PARKWAY PROPERTIES, INC.
(Exact name of registrant as specified in its charter)

MARYLAND 74-2123597
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

ONE JACKSON PLACE, SUITE 1000
188 EAST CAPITOL STREET
JACKSON, MISSISSIPPI 39201-2195
(601) 948-4091
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)

PARKWAY PROPERTIES, INC. EMPLOYEE EXCELLENCE RECOGNITION PLAN
PARKWAY PROPERTIES, INC. 1997 NON-EMPLOYEE DIRECTORS' STOCK OWNERSHIP PLAN
PARKWAY PROPERTIES, INC. 1994 STOCK OPTION AND LONG TERM INCENTIVE PLAN
PARKWAY PROPERTIES, INC. 1991 DIRECTORS STOCK OPTION PLAN, AS AMENDED
(Full title of the plans)

STEVEN G. ROGERS, CHIEF EXECUTIVE OFFICER AND PRESIDENT
ONE JACKSON PLACE, SUITE 1000
188 EAST CAPITOL STREET
JACKSON, MISSISSIPPI 39201-2195
(601) 948-4091
(Address, including zip code, and telephone number, including area code, of
agent for service)

Copies to:
JOSEPH P. KUBAREK, ESQ.
JAECKLE FLEISCHMANN & MUGEL, LLP
800 FLEET BANK BUILDING
TWELVE FOUNTAIN PLAZA
BUFFALO, NEW YORK 14202
(716) 856-0600

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: FROM TIME TO
TIME AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.

IF THE ONLY SECURITIES BEING REGISTERED ON THIS FORM ARE BEING OFFERED
PURSUANT TO A DIVIDEND OR INTEREST REINVESTMENT PLAN, PLEASE CHECK THE FOLLOWING
BOX. [ ]

IF ANY OF THE SECURITIES BEING REGISTERED ON THIS FORM ARE TO BE OFFERED ON
A DELAYED OR CONTINUOUS BASIS PURSUANT TO RULE 415 UNDER THE SECURITIES ACT OF
1933, OTHER THAN THE SECURITIES OFFERED ONLY IN CONNECTION WITH DIVIDEND OR
INTEREST REINVESTMENT PLANS, CHECK THE FOLLOWING BOX. [X]
<TABLE>
<CAPTION>

CALCULATION OF REGISTRATION FEE
===================================================================================================================================

Title of Securities Amount to be Proposed Maximum Offering Proposed Maximum Aggregate Amount of
to be Registered Registered Price Per Unit (1) Offering Price (1) Registration Fee
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Shares of Common Stock, $0.001 par
value per share 715,645 shares $31.59375 $22,609,910 $6,286
===================================================================================================================================
</TABLE>

1. In compliance with Rule 457 of the Securities Act of 1933, as amended,
estimated solely for purposes of calculating the registration fee on the
basis of the average of the high and low sales prices, as reported on the New
York Stock Exchange, of the common stock, on October 8, 1999.
================================================================================
<PAGE> 2

PART I

In accordance with the instructional Note to Part 1 of Form S-8 as
promulgated by the Securities and Exchange Commission, the information specified
by Part 1 of Form S-8 has been omitted from this Registration Statement on Form
S-8 on Form S-3 for offers of shares of common stock of Parkway Properties, Inc.
pursuant to the benefit plans referred to herein. The documents containing the
information required by Part I of the Registration Statement will be sent or
given to the plan participants. The prospectus filed as part of this
Registration Statement has been prepared in accordance with the requirements of
Form S-3 and may be used for reofferings and resales of unregistered shares of
common stock acquired pursuant to the benefit plans referred to herein and for
the reofferings and resales of registered shares of common stock of Parkway
Properties, Inc. which may be issued in the future upon the exercise of options
granted under the benefit plans referred to herein (hereinafter such prospectus
will be referred to as the "Prospectus").

<PAGE> 3

PARKWAY PROPERTIES, INC.
RESALE PROSPECTUS

This Prospectus is being used in connection with the offering from time
to time by our executive officers and directors (the "Selling Stockholders") of
our Common Stock which may be acquired upon the exercise of stock options
pursuant to our Employee Excellence Recognition Plan (the "Recognition Plan"),
our 1997 Non-Employee Directors' Stock Ownership Plan (the "1997 Plan"), our
1994 Stock Option and Long Term Incentive Plan (the "1994 Plan") and our 1991
Directors Stock Option Plan, as amended (the "1991 Plan"), (collectively, the
Recognition Plan, the 1997 Plan, the 1994 Plan and the 1991 Plan are referred to
herein as the "Plans").

The Common Stock issuable upon exercise of the options covered by the
Plans may be sold from time to time by any and all of the Selling Stockholders
or their transferees, for their own benefit. Such sales may be made in
open-market or privately-negotiated transactions which may involve underwriters
or bankers. We will not receive any of the proceeds from such sales but we will
bear certain expenses of registration of the Common Stock under federal and
state securities laws.

Our Common Stock is listed on the New York Stock Exchange under the
symbol "PKY." The closing price of the Common Stock as reported on the NYSE on
October 8, 1999 was $31 5/16 per share. Our Common Stock is subject to certain
restrictions on ownership and transfer designed to assist us in maintaining our
status as a REIT for federal income tax purposes.

--------------------------

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE
SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE
SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.

---------------------------

The date of this Prospectus is October 11, 1999.

<PAGE> 4

No one (including any salesman or broker) is authorized to provide oral
or written information about this offering that is not included or incorporated
by reference in this Prospectus. This Prospectus is not an offer to sell these
securities and it is not soliciting an offer to buy any securities to any person
in any jurisdiction where the offer or sale is not permitted. You should not
assume that the information in this Prospectus is accurate as of any date other
than date on the front of this document.

TABLE OF CONTENTS

Description Page
- ----------- ----

Forward-Looking Statements ................................. 3
Where You Can Find More Information ........................ 4
Incorporation of Certain Documents By Reference ............ 5
About This Prospectus ...................................... 6
The Company ................................................ 6
Selling Stockholders ....................................... 6
Plan of Distribution ....................................... 9
Use of Proceeds ............................................ 9
Description of Capital Stock ............................... 9
Legal Matters .............................................. 11
Experts .................................................... 12

2
<PAGE> 5

FORWARD-LOOKING STATEMENTS

This Prospectus and the documents incorporated by reference herein
include forward-looking statements. We have based these forward-looking
statements on our current expectations, estimates and projections. Statements
that are not historical facts, including statements about our beliefs and
expectations, are forward-looking statements. These statements concern matters
that involve potential risks and uncertainties and, therefore, actual results
may differ materially. In light of these risks, uncertainties and assumptions,
the forward-looking events discussed in this Prospectus and the documents
incorporated by reference herein might not occur. We undertake no obligation to
update publicly any forward-looking statements, whether as a result of new
information, future events or otherwise.

Important facts that may affect these expectations, estimates and
projections include, but are not limited to the:

- effect of future events on our financial performance;

- risks associated with financing our future acquisitions, such as the
failure to obtain such financing and trends in interest rates;

- risks associated with the leasing of our properties, such as
non-renewal or defaults;

- risks associated with our property acquisitions, such as the
difficulties in identifying properties to acquire, difficulties in
effecting acquisitions and the lack of predictability with respect to
financial returns;

- risks associated with maintaining our status as a REIT for federal
income tax purposes; and

- risks associated with real estate ownership, such as changes in real
estate and zoning laws and increases in real property tax rates.

3
<PAGE> 6

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and special reports, proxy statements and
other information with the SEC. You may read and copy any document we file at
the SEC's public reference rooms in Washington, D.C., New York, New York and
Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further information
on the public reference rooms. Our SEC filings are also available to the public
from the SEC's web site at http://www.sec.gov. You can also inspect reports and
other information we file at the offices of the New York Stock Exchange, 20
Broad Street, New York, New York 10005.

We have filed a Registration Statement of which this Prospectus is a
part and related exhibits with the SEC under the Securities Act of 1933, as
amended (the "Securities Act"). The Registration Statement contains additional
information about us and the Common Stock. You may view the Registration
Statement and exhibits on the SEC's web site. Also, you may inspect the
Registration Statement and exhibits without charge at the SEC's public reference
rooms and you may obtain copies from the SEC at prescribed rates.

4
<PAGE> 7

INCORPORATION OF DOCUMENTS BY REFERENCE

The SEC allows us to "incorporate by reference" the information we file
with them, that means we can disclose important information to you by referring
you to those documents. The information incorporated by reference is considered
to be part of this Prospectus, and later information that we file with the SEC
will automatically update and supersede this information.

We incorporate by reference the documents listed below and any future
filings made with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934, as amended, until the Selling Stockholders sell
all the Common Stock.

1. Our Annual Report on Form 10-K for the year ended December 31,
1998.

2. Our Quarterly Report on Form 10-Q for the quarter ended March 31,
1999.

3. Our Current Report on Form 8-K dated March 24, 1999.

4. Our Quarterly Report on Form 10-Q for the quarter ended June 30,
1999.

You may request a free copy of these filings (other than exhibits,
unless they are specifically incorporated by reference in the documents) by
writing or telephoning us at the following address and telephone number:

Parkway Properties, Inc.
One Jackson Place
Suite 1000
188 East Capitol Street
Jackson, Mississippi 39201
Attention: Chief Financial Officer
Telephone: (601) 948-4091

5
<PAGE> 8

ABOUT THIS PROSPECTUS

Unless the context otherwise requires, all references in this
Prospectus to "we," "us," "our," or "Parkway" shall mean Parkway Properties,
Inc. and its subsidiaries, including Parkway Properties LP, a limited
partnership the sole general partner of which is a wholly-owned subsidiary of
Parkway, on a consolidated basis and, as the context may require, their
predecessors.

THE COMPANY

We are a self-administered real estate investment trust ("REIT")
specializing in the acquisition, ownership, management, financing and leasing of
office properties in the Southeastern United States and Texas. Parkway and its
predecessors have been public companies engaged in the real estate business
since 1971, and have successfully operated and grown through several major real
estate cycles. As of September 22, 1999, we owned or had an interest in 53
office properties located in 12 states encompassing approximately 7.4 million
net rentable square feet. We seek to acquire Class A, A- or B+ office properties
ranging in size from 50,000 to 500,000 net rentable square feet in markets
characterized by above-average employment and population growth.

Our principal executive offices are located at One Jackson Place, Suite
1000, 188 East Capitol Street, Jackson, Mississippi 39201-2195, and our
telephone number is (601) 948-4091.

SELLING STOCKHOLDERS

This Prospectus relates to shares of Common Stock that may be acquired
by the Selling Stockholders upon the exercise of options granted pursuant to the
Plans. The address of each Selling Stockholder is c/o Parkway Properties, Inc.,
One Jackson Place, Suite 1000, 188 East Capitol Street, Jackson, Mississippi
39201.

The Selling Stockholders are executive officers and directors of
Parkway. The following table sets forth the name of each Selling Stockholder,
his or her position(s) with us during the past three years, the number of shares
of Common Stock of each Selling Stockholder (i) owned of record as of September
1, 1999 (prior to this offering), (ii) that are registered hereunder, some or
all of which shares may be sold pursuant to this Prospectus, and (iii) the
number of shares of Common Stock and the percentage, if 1% or more of the total
class of Common Stock outstanding, to be beneficially owned by each Selling
Stockholder following this offering, assuming the exercise of all options
granted under the Plans and the sale of all shares of

6
<PAGE> 9

Common Stock registered hereby acquired upon the exercise of such options. There
is no assurance that any of the Selling Stockholders will offer for sale or sell
any or all of the shares of Common Stock offered by them pursuant to this
Prospectus.

Number of Shares Number of Number of
of Common Stock Number of 1997 Plan 1994 Plan
Owned as of Recognition Plan Shares of Shares of
Name and Position Held with September 1, 1999 Shares of Common Stock Common Stock
Parkway for the Common Stock to to be to be
Past 3 Years (1) be Registered Registered Registered
- -------------------------------- ------------------ ------------------- --------------- --------------
<S> <C> <C> <C> <C>
Leland R. Speed ....... 170,312 (2) 0 0 64,506
Chief Executive Officer
until 1997 and Chairman

Steven G. Rogers 123,902 (3) 0 0 117,006
Chief Executive Officer
since 1997, President,
Chief Operating Officer
and Director

Sarah P. Clark ....... 31,300 (4) 0 0 66,755
Senior Vice President,
Chief Financial Officer
and Secretary, Treasurer
from 1996 to 1999

David R. Fowler ...... 20,242 (5) 0 0 33,625
Senior Vice President
since 1997, Vice
President from 1996 to
1997 and an Asset
Manager; Vice President
of Parkway Realty
Services, LLC ("Parkway
Realty") since 1998

</TABLE>
<TABLE>
<CAPTION>

Number of
Shares of
Number of Common Stock
1991 Plan Owned Assuming
Shares of Sale of Shares
Name and Position Held with Common Stock of Common Stock
Parkway for the to be Registered
Past 3 Years (1) Registered Hereunder
- -------------------------------- --------------- -----------------
<S> <C> <C>
Leland R. Speed ....... 0 150,312
Chief Executive Officer
until 1997 and Chairman

Steven G. Rogers ....... 0 84,902
Chief Executive Officer
since 1997, President,
Chief Operating Officer
and Director

Sarah P. Clark ....... 0 12,129
Senior Vice President,
Chief Financial Officer
and Secretary, Treasurer
from 1996 to 1999

David R. Fowler ...... 0 7,792
Senior Vice President
since 1997, Vice
President from 1996 to
1997 and an Asset
Manager; Vice President
of Parkway Realty
Services, LLC ("Parkway
Realty") since 1998
</TABLE>

7
<PAGE> 10
<TABLE>
<CAPTION>

Number of Shares Number of Number of
of Common Stock Number of 1997 Plan 1994 Plan
Owned as of Recognition Plan Shares of Shares of
Name and Position Held with September 1, 1999 Shares of Common Stock Common Stock
Parkway for the Common Stock to to be to be
Past 3 Years (1) be Registered Registered Registered
- -------------------------------- ------------------ ------------------- --------------- --------------
<S> <C> <C> <C> <C>
James M. Ingram ......... 18,000 (6) 0 0 35,500
Senior Vice President
since 1997, Vice
President from 1994 to
1997 and an Asset
Manager; President of
Parkway Realty since
1998

G. Mitchel Mattingly ....... 33,686 (7) 0 0 35,500
Senior Vice President
since 1997, Vice
President from 1996 to
1997; President of
Parkway Texas
Corporation from 1994 to
1997; Vice President of
Parkway Realty since
1998

Regina P. Shows ........ 13,000 (8) 0 0 25,500
Senior Vice President and
Treasurer since 1999,
Vice President from 1998
to 1999 and Controller
from 1992 to 1999

Daniel C. Arnold ........ 21,952 0 900 0
Director

Roger P. Friou .......... 32,051 0 900 0
Director

Martin L. Garcia ........ 4,900 (9) 0 600 0
Director since 1998

</TABLE>

Number of
Shares of
Number of Common Stock
1991 Plan Owned Assuming
Shares of Sale of Shares
Name and Position Held with Common Stock of Common Stock
Parkway for the to be Registered
Past 3 Years (1) Registered Hereunder
- -------------------------------- --------------- -----------------
<S> <C> <C>
James M. Ingram ......... 0 6,000
Senior Vice President
since 1997, Vice
President from 1994 to
1997 and an Asset
Manager; President of
Parkway Realty since
1998

G. Mitchel Mattingly ....... 0 15,936
Senior Vice President
since 1997, Vice
President from 1996 to
1997; President of
Parkway Texas
Corporation from 1994 to
1997; Vice President of
Parkway Realty since
1998

Regina P. Shows ........ 0 2,000
Senior Vice President and
Treasurer since 1999,
Vice President from 1998
to 1999 and Controller
from 1992 to 1999

Daniel C. Arnold ........ 15,250 21,052
Director

Roger P. Friou .......... 14,500 20,651
Director

Martin L. Garcia ........ 10,500 4,300
Director since 1998

</TABLE>

8
<PAGE> 11

Joe F. Lynch 48,267 0 900 0
Director

C. Herbert Magruder 55,402 (10) 0 900 0
Director

W. Lincoln Mossop, Jr. 22,000 0 900 0
Director
</TABLE>

<TABLE>
<CAPTION>
Number of
Shares of
Number of Common Stock
1991 Plan Owned Assuming
Shares of Sale of Shares
Name and Position Held with Common Stock of Common Stock
Parkway for the to be Registered
Past 3 Years (1) Registered Hereunder
- -------------------------------- --------------- -----------------
<S> <C> <C>
Michael J. Lipsey ........ 13,500 0
Director since 1997

Joe F. Lynch ............. 15,250 47,367
Director

C. Herbert Magruder ...... 15,250 54,502
Director

W. Lincoln Mossop, Jr..... 15,250 21,100
Director
</TABLE>

- ------------------------

(1) Unless otherwise stated, each individual has held the position indicated
for at least the past three years.

(2) Does not include 21,157 shares of Common Stock beneficially owned by Mr.
Speed's wife, as to all of which Mr. Speed disclaims beneficial ownership.
Includes 20,000 shares of Common Stock granted as incentive restricted
shares under the 1994 Plan.

(3) Does not include 12,040 shares of Common Stock beneficially owned by Mr.
Roger's wife, as to all of which Mr. Rogers disclaims beneficial
ownership. Includes 39,000 shares of Common Stock granted to Mr. Rogers as
incentive restricted shares under the 1994 Plan.

(4) Includes 500 shares of Common Stock Ms. Clark owns as custodian for her
children and 18,000 shares of Common Stock granted to Ms. Clark as
incentive restricted shares under the 1994 Plan.

(5) Includes 12,000 shares of Common Stock granted to Mr. Fowler as incentive
restricted shares under the 1994 Plan.

9
<PAGE> 12

(6) Includes 12,000 shares of Common Stock granted to Mr. Ingram as incentive
restricted shares under the 1994 Plan.

(7) Includes 12,000 shares of Common Stock granted to Mr. Mattingly as
incentive restricted shares under the 1994 Plan.

(8) Includes 8,000 shares of Common Stock granted to Ms. Shows as incentive
restricted shares under the 1994 Plan.

(9) Includes 1,000 shares of Common Stock held in trust for Mr. Garcia's
children, of which Mr. Garcia is the trustee, and 1,300 shares of Common
Stock held by Garcia Enterprises, Inc., a company of which Mr. Garcia is
President and a shareholder.

(10) Does not include 450 shares of Common Stock beneficially owned by Dr.
Magruder's wife, as to all of which Dr. Magruder disclaims beneficial
ownership.

PLAN OF DISTRIBUTION

The Common Stock may be sold from time to time by the Selling
Stockholders or by pledges, donees, transferees or other successors in interest.
Such sales may be made on the New York Stock Exchange at prices and at terms
then prevailing or at prices related to the then current market price, or in
negotiated transactions. The Common Stock may be sold by one or more of the
following: (i) a block trade in which the broker or dealer so engaged will
attempt to sell the Common Stock as agent but may position and resell a portion
of the block as principal to facilitate the transaction; (ii) purchases by a
broker or dealer for its account pursuant to this Prospectus; or (iii) ordinary
brokerage transactions and transactions in which the broker solicits purchases.
In effecting sales, brokers or dealers engaged by the Selling Stockholders may
arrange for other brokers or dealers to participate. Brokers or dealers will
receive commissions or discounts from Selling Stockholders in amounts to be
negotiated immediately prior to the sale. Such brokers or dealers and any other
participating brokers or dealers may be deemed to be "underwriters" within the
meaning of the Securities Act in connection with such sales. The expenses of
preparing and filing this Prospectus and the related Registration Statement with
the SEC will be paid by Parkway.

USE OF PROCEEDS

We will not receive any proceeds from the sale of Common Stock by the
Selling Stockholders.

10
<PAGE> 13

DESCRIPTION OF CAPITAL STOCK

The following is only a summary of some of the rights of our
stockholders that might be important to you. You should refer to our Charter and
Bylaws for the complete provisions thereof.

The total number of shares of capital stock of all classes that we are
authorized to issue is 100,000,000. The capital stock is currently classified as
(i) 67,400,000 shares of Common Stock, par value $0.001 per share, 10,130,655 of
which were issued and outstanding as of September 22, 1999; (ii) 2,760,000
shares of 8.75% Series A Cumulative Redeemable Preferred Stock, par value $0.001
per share (the "Series A Preferred Stock"), all of which are currently issued
and outstanding; and (iii) 30,000,000 shares of excess stock, par value $0.001
per share ("Excess Stock"), none of which are currently issued or outstanding.
The Common Stock is currently listed on the New York Stock Exchange under the
symbol "PKY" and the Series A Preferred Stock is listed on the New York Stock
Exchange under the symbol "PKY PrA."

Our Board of Directors is authorized by the Charter, to classify or
reclassify any unissued shares of our capital stock, by setting, altering or
eliminating the designation, preferences, conversion or other rights, voting
powers, qualifications and terms and conditions of redemption of, limitations as
to dividends and any other restrictions on, such capital stock. The power of the
Board of Directors to classify and reclassify any of the shares of capital stock
includes the authority to classify or reclassify such shares into a class of
preferred stock.

Pursuant to the provisions of the Charter, if a transfer of stock
occurs such that any person would own, beneficially or constructively, in excess
of 9.8 percent of our outstanding capital stock (excluding shares of Excess
Stock), then the amount in excess of the 9.8 percent limit will automatically be
converted into shares of Excess Stock and any such transfer will be void ab
initio. However, such restrictions will not prevent the settlement of a
transaction entered into through the facilities of any interdealer quotation
system or national securities exchange upon which shares of our capital stock
are traded. Notwithstanding the prior sentence, certain transactions may be
settled by providing shares of Excess Stock.

The holders of Common Stock are entitled to one vote on all matters to
be voted upon by the stockholders. The holders of Common Stock have no
cumulative voting rights. Additionally, subject to the rights of holders of
preferred stock, holders of Common Stock are entitled to receive such dividends
as may be declared from time to time by the directors out of funds legally
available therefor. The holders of shares of Excess Stock have no voting rights
or dividend rights and shares of Excess Stock are not transferrable.

11
<PAGE> 14

The Series A Preferred Stock ranks senior to the Common Stock, our only
other capital stock currently outstanding. The liquidation preference for each
share of Series A Preferred Stock is $25.00, plus an amount equal to all accrued
and unpaid dividends (whether or not such dividends are declared) (the
"Liquidation Preference"). The Series A Preferred Stock has no stated maturity
and will not be subject to any sinking fund or mandatory redemption. The Series
A Preferred Stock is not convertible into or exchangeable for any of our other
property or securities, except that we may exchange shares of Series A Preferred
Stock for shares of Excess Stock in order to ensure that we remain a qualified
REIT for federal income tax purposes.

Holders of Series A Preferred Stock generally have no voting rights
except as required by law. However, whenever dividends on any shares of Series A
Preferred Stock are in arrears for six or more quarterly periods (whether
consecutive or not), the holders of such shares (voting separately as a class
with all other series of preferred stock upon which like voting rights have been
conferred and are exercisable) will be entitled to vote for the election of a
total of two directors until all dividends accumulated on such shares of Series
A Preferred Stock have been fully paid or declared and a sum sufficient for the
payment thereof set aside for payment. In addition, certain changes to the terms
of the Series A Preferred Stock that would be materially adverse to the rights
of holders of the Series A Preferred Stock cannot be made without the
affirmative vote of the holders of at least two-thirds of the outstanding shares
of Series A Preferred Stock. Holders of Series A Preferred Stock will have
certain other voting rights under Maryland law.

Dividends on the Series A Preferred Stock are cumulative from the date
of original issuance and are payable quarterly in arrears on or about the
fifteenth day of each January, April, July and October to stockholders of record
on the last business day of March, June, September and December, respectively,
at the fixed rate of 8.75% per annum of the Liquidation Preference (equivalent
to a fixed annual rate of $2.1875 per share). Dividends on the Series A
Preferred Stock will accrue whether or not our credit facilities at any time
prohibit the current payment of dividends, whether or not we have earnings,
whether or not there are funds legally available for the payment of such
dividends and whether or not such dividends are declared.

The Series A Preferred Stock is not redeemable prior to April 23, 2003.
On and after such date, the Series A Preferred Stock may be redeemed for cash at
our option, in whole or in part, at a redemption price of $25.00 per share, plus
all accrued and unpaid dividends thereon, if any, to the date fixed for
redemption. The redemption price (other than the portion thereof consisting of
accrued and unpaid dividends) shall be payable solely out of the sale proceeds
of our other capital stock, which may include other series of preferred stock,
and from no other source.

12
<PAGE> 15

LEGAL MATTERS

Jaeckle Fleischmann & Mugel, LLP, Buffalo, New York will issue an
opinion about the legality of the shares for us and for the Selling
Stockholders.

EXPERTS

The consolidated financial statements of Parkway appearing in Parkway's
Annual Report on Form 10-K for the year ended December 31, 1998, have been
audited by Ernst & Young LLP, independent auditors, as set forth in their report
thereon included therein and incorporated herein by reference. Such consolidated
financial statements are incorporated herein by reference in reliance upon such
report given upon the authority of such firm as experts in accounting and
auditing.

13
<PAGE> 16

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3 (FORM S-8). INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents filed by Parkway with the SEC are incorporated
in this Registration Statement by reference:

(i) Parkway's Annual Report on Form 10-K for the year ended December
31, 1998.

(ii) Parkway's Quarterly Report on Form 10-Q for the fiscal quarter
ended March 31, 1999.

(iii) Parkway's Current Report on Form 8-K dated March 24, 1999.

(iv) Parkway's Quarterly Report on Form 10-Q for the fiscal quarter
ended June 30, 1999.

(v) Description of Parkway's Common Stock in its Registration
Statement on Form 8-A, filed with the SEC on August 5, 1996.

All documents subsequently filed by Parkway pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, prior to
the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in the Registration
Statement and to be part hereof from the date of filing of such documents (such
documents, and the documents enumerated above, being hereinafter referred to as
"Incorporated Documents").

Any statement contained in an Incorporated Document shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
Incorporated Document modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, as so modified or superseded, to
constitute a part of this Registration Statement.

ITEM 4 (FORM S-8). DESCRIPTION OF SECURITIES.

Not applicable.

II-1

<PAGE> 17

ITEM 5 (FORM S-8). INTERESTS OF NAMED EXPERTS AND COUNSEL.

Not applicable.

ITEM 6 (FORM S-8) AND ITEM 15 (FORM S-3). INDEMNIFICATION OF DIRECTORS AND
OFFICERS.

Parkway's Articles of Incorporation, as amended ("Charter") contain a
provision authorizing Parkway to indemnify, to the fullest extent permitted by
Maryland law, its directors and officers, whether serving Parkway or, at its
request, any other entity. Additionally, the Charter provides that to the
fullest extent permitted by Maryland law, no director or officer shall be liable
to Parkway or its stockholders for money damages.

Section 2-418 of the Maryland General Corporation Law (the
"Indemnification Statute"), the law of the state in which Parkway is organized,
empowers a corporation, subject to certain limitations, to indemnify its
officers and directors against expenses, including attorneys' fees, judgments,
penalties, fines, settlements and expenses, actually and reasonable incurred by
them in any suit or proceeding to which they are parties unless the act or
omission of the director was material to the matter giving rise to the
proceeding and was committed in bad faith, or was the result of active and
deliberate dishonesty, or the director received an improper personal benefit or,
with respect to a criminal action or proceeding, the director had no reasonable
cause to believe their conduct was unlawful.

Parkway has entered into an indemnification agreement (the
"Indemnification Agreement"), with each of its directors and officers, and the
Board of Directors has authorized Parkway to enter into an Indemnification
Agreement with each of the future directors and officers of Parkway. The
Indemnification Statue permits a corporation to indemnify its directors and
officers. However, the protection that is specifically afforded by the
Indemnification Statute authorizes other arrangements for indemnification of
directors and officers, including insurance. The Indemnification Agreement is
intended to provide indemnification to the maximum extent allowable by, or not
in violation of, or offensive to, any law of the State of Maryland.

The Indemnification Agreement provides that Parkway shall indemnify a
director or officer who is a party to the agreement (the "Indemnitee"), if he or
she was or is a party to or otherwise involved in any proceeding by reason of
the fact that he or she was or is a director or officer of Parkway, or was or is
serving at its request in a certain capacity of another entity, against losses
incurred in connection with the defense or settlement of such proceeding. This
indemnification shall be provided to the fullest extent permitted by the
Indemnification Agreement. This is similar to the indemnification provided by
the Indemnification Statute except that indemnification is not available under
the Indemnification Agreement to the Indemnitee who pays any amount in
settlement of a proceeding without Parkway's written consent.

II-2

<PAGE> 18

ITEM 7 (FORM S-8). EXEMPTION FROM REGISTRATION CLAIMED.

Parkway has issued 6,300 shares of Common Stock pursuant to the 1997
Plan. All of the aforementioned issuances of securities have been made in
reliance upon the exemption from registration found in Section 4(2) of the
Securities Act. In the above described transactions, each
optionholder/stockholder was a director of Parkway, having full access to
information concerning Parkway and each had the opportunity to verify the
information supplied to him. The share certificates issued have been impressed
with a restrictive legend and stop transfer instructions have been lodged with
Parkway's transfer agent.

ITEM 8 (FORM S-8) AND ITEM 16 (FORM S-3). EXHIBITS.

Exhibit
Number Description
- ------ -----------

(4) (a) Parkway's Articles of Incorporation (incorporated by reference
to Appendix B to Parkway's Proxy Material for its 1996 Annual
Meeting of Stockholders).

(b) Articles Supplementary creating Parkway's 8.75% Series A
Cumulative Redeemable Preferred Stock (incorporated by
reference to the Registrant's Form 8-A filed with the
Commission on April 24, 1998).

5 Opinion of Jaeckle Fleischmann & Mugel, LLP regarding certain
legal matters (filed herewith).

23 (a) Consent of Ernst & Young LLP (filed herewith).

(b) Consent of Jaeckle Fleischmann & Mugel, LLP (incorporated by
reference to Exhibit 5 hereto).

24 Powers of Attorney (Included on page II-6).

99 (a) Parkway's 1991 Directors Stock Option Plan, as amended
(incorporated by reference to Exhibit B to Parkway's Proxy
Statement for the 1994 Annual Meeting of Shareholders).

(b) Parkway's 1994 Stock Option and Long Term Incentive Plan
(incorporated by reference to Exhibit A to Parkway's Proxy
Statement for the 1999 Annual Meeting of Stockholders).

II-3

<PAGE> 19

(c) Parkway's 1997 Non-Employee Directors' Stock Ownership Plan
(incorporated by reference to Appendix B to Parkway's Proxy
Material for its 1997 Annual Meeting of Stockholders).

(d) Parkway's Employee Excellence Recognition Plan (filed
herewith).

ITEM 9 (FORM S-8) AND ITEM 17 (FORM S-3). UNDERTAKINGS.

The registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement;

(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act;

(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement;

(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;

Provided, however, that paragraphs (i) and (ii) shall not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the registration statement.

(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

(4) That, for purposes of determining any liability under the
Securities Act, each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section 15(d) of
the Exchange Act) that is incorporated by reference in the registration
statement

II-4

<PAGE> 20

shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

(5) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the provisions described in Item 6 or otherwise,
the registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

II-5

<PAGE> 21

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the city of Jackson, State of Mississippi on October 7,
1999.

PARKWAY PROPERTIES, INC.

By: /s/ Steven G. Rogers
--------------------------------
Steven G. Rogers
Chief Executive Officer and
President

POWERS OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints each of Steven G. Rogers or Leland
R. Speed his or her true and lawful attorney-in-fact and agent, each with full
power of substitution and revocation, for him or her and in his or her name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto each
attorney-in-fact and agent, full power and authority to do and perform each such
and every act and thing requisite and necessary to be done, as fully to all
intents and purposes as such person might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent or his or her
substitute or substitutes, may lawfully do or cause to done by virtue hereof.

II-6

<PAGE> 22

Pursuant to the requirements of the Securities Act of 1993, this
Registration Statement has been signed by the following person in the capacities
on the date indicated.

NAME TITLE DATE
- ---- ----- ----
<S> <C> <C>

/s/ Leland R. Speed Chairman October 7, 1999
- -------------------
Leland R. Speed

/s/ Steven G. Rogers Director, Chief Executive October 7, 1999
- -------------------- Officer and President
Steven G. Rogers

/s/ Regina P. Shows Senior Vice President and Treasurer October 7, 1999
- ------------------- (Principal Accounting Officer and
Regina P. Shows Acting Principal Financial Officer)

/s/ Daniel C. Arnold Director October 7, 1999
- ---------------------
Daniel C. Arnold

/s/ Roger P. Friou Director October 7, 1999
- ------------------
Roger P. Friou

/s/ Martin L. Garcia Director October 7, 1999
- --------------------
Martin L. Garcia

/s/ Michael J. Lipsey Director October 7, 1999
- ---------------------
Michael J. Lipsey

____________________ Director October 7, 1999
Joe F. Lynch

/s/ C. Herbert Magruder Director October 7, 1999
- -----------------------
C. Herbert Magruder

______________________ Director
W. Lincoln Mossop, Jr.

</TABLE>

II-7

<PAGE> 1

Exhibit 4(c)

BYLAWS, AS AMENDED
OF
PARKWAY PROPERTIES, INC.
A Maryland Corporation

As Amended Through
May 27, 1997

<PAGE> 2

PARKWAY PROPERTIES, INC.

BYLAWS, AS AMENDED

TABLE OF CONTENTS
-----------------

PAGE

<S> <C>
ARTICLE I..................................................................................... 1
OFFICES ................................................................... 1
Section 1. PRINCIPAL OFFICE.................................. 1
Section 2. ADDITIONAL OFFICES................................ 1

ARTICLE II.................................................................................... 1
MEETINGS OF STOCKHOLDERS.................................................... 1
Section 1. ANNUAL MEETING.................................... 1
Section 2. SPECIAL MEETINGS.................................. 1
Section 3. PLACE OF MEETINGS................................. 2
Section 4. NOTICE............................................ 2
Section 5. SCOPE OF NOTICE................................... 2
Section 6. QUORUM............................................ 2
Section 7. VOTING............................................ 3
Section 8. PROXIES........................................... 3
Section 9. VOTING OF STOCK BY
CERTAIN HOLDERS........................................... 3
Section 10. INSPECTORS........................................ 4
Section 11. NOMINATIONS AND
STOCKHOLDER BUSINESS...................................... 4
Section 12. INFORMAL ACTION BY
STOCKHOLDERS.............................................. 7
Section 13. VOTING BY BALLOT.................................. 7

ARTICLE III................................................................................... 8
DIRECTORS................................................................... 8
Section 1. GENERAL POWERS;
QUALIFICATIONS............................................ 8
Section 2. NUMBER AND TENURE................................. 8
Section 3. REGULAR MEETINGS.................................. 8
Section 4. SPECIAL MEETINGS.................................. 8
Section 5. NOTICE............................................ 9
Section 6. QUORUM............................................ 9
Section 7. VOTING............................................ 9
Section 8. TELEPHONE MEETINGS................................ 9
Section 9. INFORMAL ACTION BY
DIRECTORS................................................. 10
Section 10. COMPENSATION...................................... 10
Section 11. REMOVAL OF DIRECTORS.............................. 10
Section 12. LOSS OF DEPOSIT................................... 10

</TABLE>

<PAGE> 3

<S> <C>
Section 13. SURETY BONDS...................................... 10
Section 14. RELIANCE.......................................... 10
Section 15. CERTAIN RIGHTS OF DIRECTORS....................... 10

ARTICLE IV.................................................................................... 11
COMMITTEES.................................................................. 11
Section 1. NUMBER, TENURE AND QUALIFICATIONS................. 11
Section 2. POWERS............................................ 11
Section 3. MEETINGS.......................................... 11
Section 4. TELEPHONE MEETINGS................................ 11
Section 5. INFORMAL ACTION BY COMMITTEES..................... 12

ARTICLE V..................................................................................... 12
OFFICERS ................................................................... 12
Section 1. GENERAL PROVISIONS................................ 12
Section 2. ELECTION, TENURE AND REMOVAL OF OFFICERS.......... 12
Section 3. CHIEF EXECUTIVE OFFICER........................... 13
Section 4. CHIEF OPERATING OFFICER........................... 13
Section 5. CHIEF FINANCIAL OFFICER........................... 13
Section 6. CHAIRMAN OF THE BOARD............................. 13
Section 7. PRESIDENT......................................... 13
Section 8. VICE PRESIDENTS................................... 14
Section 9. SECRETARY......................................... 14
Section 10. TREASURER......................................... 14
Section 11. ASSISTANT SECRETARIES AND ASSISTANT TREASURERS.... 14
Section 12. SALARIES.......................................... 14

ARTICLE VI.................................................................................... 15
CONTRACTS, LOANS, CHECKS AND DEPOSITS....................................... 15
Section 1. CONTRACTS......................................... 15
Section 2. CHECKS AND DRAFTS................................. 15
Section 3. DEPOSITS.......................................... 15

ARTICLE VII................................................................................... 15
STOCK ...................................................................... 15
Section 1. CERTIFICATES...................................... 15
Section 2. TRANSFERS......................................... 16
Section 3. LOST CERTIFICATE.................................. 16
Section 4. CLOSING OF TRANSFER BOOKS OR FIXING OF
RECORD DATE....................................... 17
Section 5. STOCK LEDGER...................................... 18
Section 6. FRACTIONAL STOCK;
ISSUANCE OF UNITS................................. 18
</TABLE>

ii
<PAGE> 4

<S> <C>
ARTICLE VIII.................................................................................. 18
ACCOUNTING YEAR............................................................. 18

ARTICLE IX.................................................................................... 18
DIVIDENDS................................................................... 18
Section 1. DECLARATION....................................... 18
Section 2. CONTINGENCIES..................................... 18

ARTICLE X..................................................................................... 19
INVESTMENT POLICY........................................................... 19

ARTICLE XI.................................................................................... 19
SEAL ....................................................................... 19
Section 1. SEAL.............................................. 19
Section 2. AFFIXING SEAL..................................... 19

ARTICLE XII................................................................................... 19
INDEMNIFICATION............................................................. 19
Section 1. PROCEDURE......................................... 19
Section 2. EXCLUSIVITY, ETC.................................. 20
Section 3. SEVERABILITY; DEFINITIONS......................... 20

ARTICLE XIII.................................................................................. 21
WAIVER OF NOTICE............................................................ 21

ARTICLE XIV................................................................................... 21
AMENDMENT OF BYLAWS......................................................... 21

</TABLE>

iii
<PAGE> 5

MARYLAND BYLAWS, AS AMENDED

PARKWAY PROPERTIES, INC.

ARTICLE I

OFFICES

SECTION 1. PRINCIPAL OFFICE.

The principal office of the Corporation shall be located at such place
as the Board of Directors may designate.

SECTION 2. ADDITIONAL OFFICES.

The Corporation may have additional offices at such places as the
Board of Directors may from time to time determine or the business of the
Corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

SECTION 1. ANNUAL MEETING.

The Corporation shall hold an annual meeting of its stockholders to
elect directors and transact any other business within its powers, either at
9:00 am. on the first Thursday of June in each year if not a legal holiday, or
at such other time on such other day falling on or before the 30th day
thereafter as shall be set by the Board of Directors. Except as the Charter or
statute provides otherwise, any business may be considered at an annual meeting
without the purpose of the meeting having been specified in the notice. Failure
to hold an annual meeting does not invalidate the Corporation's existence or
affect any otherwise valid corporate acts.

SECTION 2. SPECIAL MEETINGS.

At any time in the interval between annual meetings, a special meeting
of the stockholders may be called by the President, the Chief Executive Officer,
the Chairman of the Board or by a majority of the Board of Directors by vote at
a meeting or in writing (addressed to the Secretary of the corporation) with or
without a meeting. Special meetings of the stockholders

<PAGE> 6

shall also be called by the Secretary at the request of stockholders only on the
written request of stockholders entitled to cast at least a majority of all the
votes entitled to be cast at the meeting or a majority of the Board of
Directors. A request for a special meeting shall state the purpose of such
meeting and the matters proposed to be acted on at such meeting. The Secretary
shall inform the stockholders making the request of the reasonably estimated
costs of preparing and mailing a notice of the meeting and, upon such
stockholders' payment to the Corporation of such costs, the Secretary shall give
notice to each stockholder entitled to notice of the meeting.

SECTION 3. PLACE OF MEETINGS.

Meetings of stockholders shall be held at such place in the United
States as is set from time to time by the Board of Directors.

SECTION 4. NOTICE.

Not less than ten nor more than 90 days before each meeting of
stockholders, the secretary shall give to each stockholder entitled to vote at
such meeting and to each stockholder not entitled to vote who his entitled to
notice of the meeting written or printed notice stating the time and place of
the meeting and, in the case of a special meeting or as otherwise may be
required by statute, the purpose for which the meeting is called, either by mail
or by presenting it to such stockholder personally or by leaving it at his
residence or usual place of business. If mailed, such notice shall be deemed to
be given when deposited in the United States mail addressed to the stockholder
at his post office address as it appears on the records of the Corporation, with
postage thereon prepaid.

SECTION 5. SCOPE OF NOTICE.

Any business of the Corporation may be transacted at an annual
meeting of stockholders without being specifically designated in the notice,
except such business as is required by statute to be stated in such notice. No
business shall be transacted at a special meeting of stockholders except as
specifically designated in the notice.

SECTION 6. QUORUM.

At any meeting of stockholders, the presence in person or by
proxy of stockholders entitled to cast a majority of all the votes entitled to
be cast at such meeting shall constitute a

<PAGE> 7

quorum; but this section shall not affect any requirement under any statute or
the Charter of the Corporation for the vote necessary for the adoption of any
measure. If, however, such quorum shall not be present at any meeting of the
stockholders, the stockholders entitled to vote at such meeting, present in
person or by proxy, shall have power to adjourn the meeting from time to time to
a date not more than 120 days after the original record date without notice
other than announcement at the meeting. At such adjourned meeting at which a
quorum shall be present, any business may be transacted which might have been
transacted at the meeting as originally notified.

SECTION 7. VOTING.

A plurality of all the votes cast at a meeting of stockholders duly
called and at which a quorum is present shall be sufficient to elect a director.
Each share may be voted for as many individuals as there are directors to be
elected and for whose election the share is entitled to be voted. A majority of
the votes cast at a meeting of stockholders duly called and at which a quorum is
present shall be sufficient to approve any other matter which may properly come
before the meeting, unless more than a majority of the votes cast is required by
statute or by the Articles of the Corporation. Unless otherwise provided in the
Articles, each outstanding share, regardless of class, shall be entitled to one
vote on each matter submitted to a vote at a meeting of stockholders.

SECTION 8. PROXIES.

A stockholder may vote the stock owned of record by him, either in
person or by proxy executed in writing by the stockholder or by his duly
authorized attorney in fact. Such proxy shall be filed with the secretary of the
Corporation before or at time of the meeting. No proxy shall be valid after
eleven months from the date of its execution, unless otherwise provided in the
proxy.

SECTION 9. VOTING OF STOCK BY CERTAIN HOLDERS.

Stock registered in the name of a corporation, partnership, trust or
other entity, if entitled to be voted, may be voted by the president or a vice
president, a general partner or trustee thereof, as the case may be, or a proxy
appointed by any of the foregoing individuals, unless some other person who has
been appointed to vote such stock pursuant to a bylaw or a resolution of the
board of directors of such corporation or other entity presents a certified copy
of such bylaw or resolution, in

<PAGE> 8

which case such person may vote such stock. Any director or other fiduciary may
vote stock registered in his name as such fiduciary, either in person or by
proxy.

Shares of stock of the Corporation directly or indirectly owned by it
shall not be voted at any meeting and shall not be counted in determining the
total number of outstanding shares entitled to be voted at any given time,
unless they are held by it in a fiduciary capacity, in which case they may be
voted and shall be counted in determining the total number of outstanding shares
at any given time.

The Board of Directors may adopt by resolution a procedure by which a
stockholder may certify in writing to the Corporation that any shares of stock
registered in the name of the stockholder are held for the account of a
specified person other than the stockholder. The resolution shall set forth the
class of stockholders who may make the certification, the purpose for which the
certification may be made, the form of certification and the information to be
contained in it; if the certification is with respect to a record date of
closing of the stock transfer books, the time after the record date of closing
of the stock transfer books within which the certification must be received by
the Corporation; and any other provisions with respect to the procedure which
the Board of Directors considers necessary or desirable. On receipt of such
certification, the person specified in the certification shall be regarded as,
for the purposes set forth in the certification, the stockholder of record of
the specified stock in place of the stockholder who makes the certification.

SECTION 10. INSPECTORS.

At any meeting of stockholders, the chairman of the meeting may, or
upon the request of any stockholder shall, appoint one or more persons as
inspectors for such meeting. Such inspectors shall ascertain and report the
number of shares represented at the meeting based upon their determination of
the validity and effect of proxies, count all votes, report the results and
perform such other acts as are proper to conduct the election and voting with
impartiality and fairness to all the stockholders.

Each report of an inspector shall be in writing and signed by him or
by a majority of them if there is more than one inspector acting at such
meeting. If there is more than one inspector, the report of a majority shall be
the report of the inspectors. The report of the inspector or inspectors on the

<PAGE> 9

number of shares represented at the meeting and the results of the voting shall
be prima facie evidence thereof.

SECTION 11. NOMINATIONS AND STOCKHOLDER BUSINESS.

(a) Annual Meeting of Stockholders.

(1) Nominations of persons for election to the Board
of Directors and the proposal of business to be considered by
the stockholders may be made at an annual meeting of
stockholders (i) pursuant to the Corporation's notice of
meeting, (ii) by or at the direction of the Board of Directors
or (iii) by any stockholder of the Corporation who was a
stockholder of record at the meeting and who complied with the
notice procedures set forth in this Section 11(a).

(2) For nominations or other business to be properly
brought before an annual meeting by a stockholder pursuant to
clause (iii) of paragraph (a) (1) of this Section 11, the
stockholder must have given timely notice thereof in writing
to the secretary of the Corporation. To be timely, a
stockholder's notice shall be delivered to the secretary at
the principal executive offices of the Corporation not less
than 60 days nor more than 90 days prior to the first
anniversary of the preceding year's annual meeting; provided,
however, that in the event that the date of the annual meeting
is advanced by more than 30 days or delayed by more than 60
days from such anniversary date, notice by the stockholder to
be timely must be so delivered not earlier than the 90th day
prior to such annual meeting and not later than the close of
business on the later of the 60th day prior to such annual
meeting or the tenth day following the day on which public
announcement of the date of such meeting is first made. Such
stockholder's notice shall set forth (i) as to each person
whom the stockholder proposed to nominate for election or
reelection as a director all information relating to such
person that is required to be disclosed in solicitations of
proxies for election of directors, or is otherwise required,
in each case pursuant to Regulation 14A under the Securities
Exchange Act of 1934, as amended (the "Exchange Act")
(including such person's written consent to being named in the
proxy statement as a nominee and to serving as a director if
elected); (ii) as to any other business that the stockholder
proposes to bring before the

<PAGE> 10

meeting, a brief description of the business desired to be
brought before the meeting, the reasons for conducting such
business at the meeting and any material interest in such
business of such stockholder and of the beneficial owner, if
any, on whose behalf the proposal is made; and (iii) as to the
stockholder giving the notice and the beneficial owner, if
any, on whose behalf the nomination or proposal is made, (x)
the name and address of such stockholder, as they appear on
the Corporation's books, and of such beneficial owner and (y)
the class and number of shares of stock of the Corporation
which are owned beneficially and of record by such stockholder
and such beneficial owner.

(3) Notwithstanding anything in the second sentence
of paragraph (a) (2) of this Section 11 to the contrary, in
the event that the number of directors to be elected to the
Board of Directors is increased and there is no public
announcement naming all of the nominees for director or
specifying the size of the increased Board of Directors made
by the Corporation at least 70 days prior to the first
anniversary of the preceding year's annual meeting, a
stockholder's notice required by this Section 11(a) shall also
be considered timely, but only with respect to nominees for
any new positions created by such increase, if it shall be
delivered to the secretary at the principal executive offices
of the Corporation not later than the close of business on the
tenth day following the day on which such public announcement
is first made by the Corporation.

(b) Special Meetings of Stockholders. Only such
business shall be conducted at a special meeting of
stockholders as shall have been brought before the meeting
pursuant to the Corporation's notice of meeting. Nominations
of persons for election to the Board of Directors may be made
at a special meeting of stockholders at which directors are to
be elected (i) pursuant to the Corporation's notice of
meeting, (ii) by or at the direction of the Board of Directors
or (iii) provided that the Board of Directors has determined
that directors shall be elected at such special meeting, by
any stockholder of the Corporation who is a stockholder of
record at the time of giving of notice provided for in this
Section 11(b), who is entitled to vote at the meeting and who
complied with the notice procedures set forth in this Section
11(b).

<PAGE> 11

In the event the Corporation calls a special meeting of
stockholders for the purpose of electing one or more directors
to the Board of Directors, any such stockholder may nominate a
person or persons (as the case may be) for election to such
position as specified in the Corporation's notice of meeting,
if the stockholder's notice required by paragraph (a) (2) of
this Section 11(b) shall be delivered to the secretary at the
principal executive offices of the Corporation not earlier
than the 90th day prior to such special meeting and not later
than the close of business on the later of the 60th day prior
to such special meeting or the tenth day following the day on
which public announcement is first made of the date of the
special meeting and of the nominees proposed by the Board of
Directors to be elected at such meeting.

(1) Only such persons who are nominated in accordance
with the procedures set forth in this Section 11 shall be
eligible to serve as directors and only such business shall be
conducted at a meeting of stockholders as shall have been
brought before the meeting in accordance with the procedures
set forth this Section 11. The presiding officer of the
meeting shall have the power and duty to determine whether a
nomination or any business proposed to be brought before the
meeting was made in accordance with the procedures set forth
in this Section 11 and, if proposed nomination or business is
not in compliance with this Section 11, to declare that such
defective nomination or proposal be disregarded.

(2) For purposes of this Section 11, "public
announcement" shall mean disclosure in a press release
reported by the Dow Jones New Service, Associated Press or
comparable news service or in a document publicly filed by the
Corporation with the Securities and Exchange Commission
pursuant to Sections 13, 14 or 15(d) of the Exchange Act.

(3) Notwithstanding the foregoing provisions of this
Section 11, a stockholder shall also comply with all
applicable requirements of state law and of the Exchange Act
and the rules and regulations thereunder with respect to the
matters set forth in this Section 11. Nothing in this Section
11 shall be deemed to affect any rights of stockholders to
request inclusion

<PAGE> 12

of proposals in the Corporation's proxy statement pursuant to
Rule 14a-8 under the Exchange Act.

SECTION 12. INFORMAL ACTION BY STOCKHOLDERS.

Any action required or permitted to be taken at a meeting of
stockholders may be taken without a meeting if a consent in writing, setting
forth such action, is signed by each stockholder entitled to vote on the matter
and each stockholder entitled to notice of a meeting of stockholders (but not to
vote thereat) has waived in writing any right to dissent from such action, and
such consent and waiver are filed with the minutes of proceedings of the
stockholders. Stockholders may not participate in meetings by means of a
conference telephone or similar communications equipment.

SECTION 13. VOTING BY BALLOT.

Voting on any question or in any election may be via voce
unless the presiding officer shall order or any stockholder shall demand that
voting be by ballot.

ARTICLE III

DIRECTORS

SECTION 1. GENERAL POWERS; QUALIFICATIONS.

The business and affairs of the Corporation shall be managed
under the direction of its Board of Directors. A majority of the persons serving
as directors of the Corporation at any time shall be directors who are
unaffiliated (in the sole determination of the Board of Directors, which
determination shall be final) with and who do not receive compensation from the
Corporation (other than as a result of status as a director of the Corporation)
("Independent Directors"). Notwithstanding the foregoing requirement, no action
otherwise validly taken by the Board of Directors during a period in which a
majority of its members are not Independent Directors shall be invalidated or
otherwise affected by such circumstance, nor shall such circumstance subject the
directors taking any such action to a higher standard of care or to liability
other than that which would have applied to such action were a majority of the
members of the Board of Directors Independent Directors at the time such action
was taken.

SECTION 2. NUMBER AND TENURE.

<PAGE> 13

At any regular meeting or at any special meeting called for
that purpose, a majority of the entire Board of Directors may establish,
increase or decrease the number of directors, provided that the number thereof
shall never be less than the minimum number required by the Maryland General
Corporation Law, nor more than 15, and further provided that the tenure of
office of a director shall not be affected by any decrease in the number of
directors. Each director shall hold office for a term of one year and until his
successor is elected and qualified, or until his resignation, removal (in
accordance with the Charter), retirement or death.

SECTION 3. REGULAR MEETINGS.

The Board of Directors may provide, by resolution, the time
and place, either within or without the State of Maryland, for the holding of
regular meetings of the Board of Directors without other notice than such
resolution.

SECTION 4. SPECIAL MEETINGS.

Special meetings of the Board of Directors may be called by or
at the request of the chairman of the board, president or by a majority of the
directors then in office. The person or persons authorized to call special
meetings of the Board of Directors may fix any place, either within or without
the State of Maryland, as the place for holding any special meeting of the Board
of Directors called by them.

SECTION 5. NOTICE.

Notice of any special meeting shall be given by written notice
delivered personally, transmitted by facsimile, telegraphed or mailed to each
director at his business or residence address. Personally delivered, facsimile
transmitted ore telegraphed notices shall be given at least twenty-four hours
prior to the meeting. Notice by mail shall be given at least five days prior to
the meeting. If mailed, such notice shall be deemed to be given when deposited
in the United States mail properly addressed, with postage thereon prepaid. If
given by telegram, such notice shall be deemed to be given when the telegram is
delivered to the telegraph company. Neither the business to be transacted at,
nor the purpose of, any annual, regular or special meeting of the Board of
Directors need be stated in this notice, unless specifically required by statute
or these Bylaws.

SECTION 6. QUORUM.

<PAGE> 14

A majority of the directors shall constitute a quorum for
transaction of business at any meeting of the Board of Directors, provided that,
if less than a majority of such directors are present at said meeting, a
majority of the directors present may adjourn the meeting from time to time
without further notice, and provided - further that if, pursuant to the Articles
of the Corporation or these Bylaws, the vote of a majority of a particular group
of directors is required for action, a quorum must also include a majority of
such group.

SECTION 7. VOTING.

The action of the majority of the directors present at a
meeting at which a quorum is present shall be the action of the Board of
Directors, unless the concurrence of a greater or lesser proportion is required
for such action by the Articles, these Bylaws or applicable statute.

SECTION 8. TELEPHONE MEETINGS.

Directors may participate in a meeting by means of a
conference telephone or similar communications equipment if all persons
participating in the meeting can hear each other at the same time. Participation
in a meeting by these means shall constitute presence in person at the meeting.

SECTION 9. INFORMAL ACTION BY DIRECTORS.

Any action required or permitted to be taken at any meeting of
the Board of Directors may be taken without a meeting, if a consent in writing
to such action is signed by each director and such written consent is filed with
the minutes of proceedings of the Board of Directors.

SECTION 10. COMPENSATION.

Unless restricted by the Charter, the Board of Directors shall
have the authority to fix the compensation of directors.

SECTION 11. REMOVAL OF DIRECTORS.

The stockholders may remove any director in the manner
provided in the Charter of the Corporation.

SECTION 12. LOSS OF DEPOSIT.

<PAGE> 15

No director shall be liable for any loss which may occur by
reason of the failure of the bank, trust company, savings and loan association
or other institution with whom moneys or stock have been deposited.

SECTION 13. SURETY BONDS.

Unless required by law, no director shall be obligated to give
any bond or surety or other security for the performance of any of his duties.

SECTION 14. RELIANCE.

Each director, officer, employee and agent of the Corporation
shall, in the performance of his duties with respect to the Corporation, be
fully justified and protected with regard to any act or failure to act in
reliance in good faith upon the books of account or other records of the
Corporation, upon an opinion of counsel or upon reports made to the Corporation
by any of its officers or employees or by the advisers, accountants, appraisers
or other experts or consultants selected by the Board of Directors or officers
of the Corporation, regardless of whether such counsel or expert may also be a
director.

SECTION 15. CERTAIN RIGHTS OF DIRECTORS.

The directors shall have no responsibility to devote their
full time to the affairs of the Corporation. Any director, officer, employee or
agent of the Corporation, in his personal capacity or in a capacity as an
affiliate, employee, or agent of any other person, or otherwise, may have
business interests and engage in business activities similar to or in addition
to those of or relating to the Corporation.

ARTICLE IV

COMMITTEES

SECTION 1. NUMBER, TENURE AND QUALIFICATIONS.

The Board of Directors may appoint from among its members an
Executive Committee, an Audit Committee and other committees, composed of one or
more directors, to serve at the pleasure of the Board of Directors.

SECTION 2. POWERS.

<PAGE> 16

The Board of Directors may delegate to committees appointed
under Section 1 of this Article IV any of the powers of the Board of Directors,
except the power to authorize dividends on stock, elect directors, issue stock
other than as provided below, recommend to the stockholders any action which
requires stockholder approval, amend these Bylaws, or approve any merger or
share exchange which does not require stockholder approval. If the Board of
Directors has given general authorization for the issuance of stock providing
for or establishing a method or procedure for determining the maximum number of
shares to be issued, a committee of the board, in accordance with that general
authorization or any stock option or other plan or program adopted by the Board
of Directors, may authorize or fix the terms of stock subject to classification
or reclassification and the terms on which any stock may be issued, including
all terms and conditions required or permitted to be established or authorized
by the Board of Directors.

SECTION 3. MEETINGS.

At every meeting of any such committee, the presence of a
majority of all the members thereof shall constitute a quorum and the
affirmative vote of a majority of the members present shall be necessary for the
adoption by it of any resolution. In the absence of any member of any such
committee, the members thereof present at any meeting, whether or not they
constitute a quorum, may appoint another director to act in the place of such
absent member.

SECTION 4. TELEPHONE MEETINGS.

Members of a committee of the Board of Directors may
participate in a meeting by means of a conference telephone or similar
communications equipment if all persons participating in the meeting can hear
each other at the same time. Participation in a meeting by these means shall
constitute presence in person at the meeting.

SECTION 5. INFORMAL ACTION BY COMMITTEES.

Any action required or permitted to be taken at any meeting of
a committee of the Board of Directors may be taken without a meeting if a
consent in writing to such action is signed by each member of the committee and
such written consent is filled with the minutes of proceedings of such
committee.

<PAGE> 17

ARTICLE V

OFFICERS

SECTION 1. GENERAL PROVISIONS.

The officers of the Corporation shall include a chief
executive officer, a president, one or more vice presidents, a secretary and a
treasurer and may include a chairman of the board, a chief operating officer, a
chief financial officer, a treasurer, one or more assistant secretaries and one
or more assistant treasurers. In addition, the Board of Directors may from time
to time appoint such other officers with such powers and duties as they shall
deem necessary or desirable. The Chairman of the Board shall be a director,
other officers need not be directors. Any two or more offices except president
and secretary may be held by the same person. In its discretion, the Board of
Directors may leave unfilled any office except that of president, treasurer and
secretary.

SECTION 2. ELECTION, TENURE AND REMOVAL OF OFFICERS.

The Board of Directors shall elect the officers. The Board of
Directors may from time to time authorize any committee or officer to appoint
assistant and subordinate officers. Election or appointment of an officer,
employee or agent shall not of itself create contract rights. All officers shall
be appointed to hold their offices, respectively, during the pleasure of the
Board. The Board of Directors (or, as to any assistant or subordinate officer,
any committee or officer authorized by the Board) may remove an officer at any
time. The removal of an officer does not prejudice any of his contract rights.
The Board of Directors (or, as to any assistant or subordinate officer, any
committee or officer authorized by the Board) may fill a vacancy which occurs in
any office for the unexpired portion of the term.

SECTION 3. CHIEF EXECUTIVE OFFICER.

The President shall be the chief executive officer of the
Corporation unless the Board of Directors designates the Chairman of the Board
as chief executive officer. Subject to the control of the Board of Directors and
the executive committee (if any), the chief executive officer shall have general
executive charge, management and control of the properties, business and
operations of the Corporation with all such powers as may be reasonably incident
to such responsibilities; he may agree upon and execute all leases, contracts,
evidences of indebtedness and

<PAGE> 18

other obligations in the name of the Corporation and may sign all certificates
for shares of capital stock of the Corporation; and shall have such other powers
and duties as designated in accordance with these bylaws and as from time to
time may be assigned to him by the Board of Directors.

SECTION 4. CHIEF OPERATING OFFICER.

The Board of Directors may designate a chief operating
officer. The chief operating officer shall have the responsibilities and duties
as set forth by the Board of Directors or the chief executive officer.

SECTION 5. CHIEF FINANCIAL OFFICER.

The Board of Directors may designate a chief financial
officer. The chief financial officer shall have the responsibilities and duties
as set forth by the Board of Directors or the chief executive officer.

SECTION 6. CHAIRMAN OF THE BOARD.

If elected, the Chairman of the Board shall preside at all
meetings of the stockholders and of the Board of Directors; and the Chairman
shall have such other powers and duties as designated in these bylaws and as
from time to time may be assigned to the Chairman by the Board of Directors.

SECTION 7. PRESIDENT.

Unless the Board of Directors otherwise determines, the
President shall have the authority to agree upon and execute all leases,
contracts, evidences of indebtedness and other obligations in the name of the
Corporation; and, unless the Board of Directors otherwise determines, he shall,
in the absence of the Chairman of the Board or if there be no Chairman of the
Board, preside at all meetings of the stockholders and (should the President be
a director) of the Board of Directors; and the President shall have such other
powers and duties as designated in accordance with these bylaws and as from time
to time may be assigned to the President by the Board of Directors.

SECTION 8. VICE PRESIDENTS.

The Vice Presidents shall perform such duties and have such
powers as the Board of Directors may from time to time prescribe.

<PAGE> 19

SECTION 9. SECRETARY.

The Secretary shall keep the minutes of all meetings of the
Board of Directors and the minutes of all meetings of the stockholders, in books
provided for that purpose; he shall attend to the giving and serving of all
notices; he may in the name of the Corporation affix the seal of the Corporation
to all contracts of the Corporation and attest thereto; he may sign with the
other appointed officers all certificates for shares of capital stock of the
Corporation; the Secretary shall have charge of the certificate books, transfer
books and stock ledgers, and such other books and papers as the Board of
Directors may direct, all of which shall at all reasonable times be open to
inspection of any director upon application at the office of the Corporation
during business hours, and he shall in general perform all duties incident to
the office of Secretary, subject to the control of the chief executive officer
and the Board of Directors.

SECTION 10. TREASURER.

The Treasurer shall have responsibility for the custody and
control of all the funds and securities of the Corporation. He shall perform all
acts incident to the position of Treasurer subject to the control of the chief
executive officer and the Board of Directors; and the Treasurer shall, if
required by the Board of Directors, give such bond for the faithful discharge of
the Treasurer's duties in such form as the Board of Directors may require.

SECTION 11. ASSISTANT SECRETARIES AND ASSISTANT TREASURERS.

Each Assistant Treasurer and Assistant Secretary shall have
the usual powers and duties pertaining to his office, together with such other
powers and duties as may be assigned to him by the chief executive officer or
the Board of Directors. The Assistant Treasurers shall exercise the powers of
the Treasurer during that officer's absence or inability or refusal to act. The
Assistant Secretaries shall exercise the powers of the Secretary during that
officer's absence or inability or refusal to act.

SECTION 12. SALARIES.

The salaries of the officers shall be fixed from time to time
by the Board of Directors and no officer shall be prevented from receiving such
salary by reason of the fact that he is also a director.

<PAGE> 20

ARTICLE VI

CONTRACTS, LOANS, CHECKS AND DEPOSITS

SECTION 1. CONTRACTS.

The Board of Directors may authorize any officer or agent to
enter into any contract or to execute and deliver any instruments in the name of
and on behalf of the Corporation and such authority may be general or confined
to specific instances. Any agreement, deed, mortgage, lease or other document
executed by one or more of the directors or by an authorized person shall be
valid and binding upon the Board of Directors and upon the Corporation when
authorized or ratified by action of the Board of Directors.

SECTION 2. CHECKS AND DRAFTS.

All checks, drafts or other orders for the payment of money,
notes or other evidences of indebtedness in the name of the Corporation shall be
signed by such officer or officers, agent or agents of the Corporation and in
such manner as shall from time to time be determined by the Board of Directors.

SECTION 3. DEPOSITS.

All funds of the Corporation not otherwise employed shall be
deposited from time to time to the credit of the Corporation in such banks,
trust companies or other depositories as the Board of Directors may designate.

ARTICLE VII

STOCK

SECTION 1. CERTIFICATES.

The Corporation's Excess Stock (the "Excess Stock"), shall be
issued in book entry form only, and without certificates. For that purpose, the
Corporation shall cause appropriate records to be maintained of all registered
holders of the Excess Stock and the number of shares of Excess Stock,
respectively, held by each, from time to time.

Except as provided above with respect to the Excess Stock,
each stockholder shall be entitled to a certificate or certificates which shall
represent and certify the number of

<PAGE> 21

shares of each class of stock held by him in the Corporation. Each certificate
shall be signed by the chief executive officer, the president or a vice
president and countersigned by the secretary or an assistance secretary or the
treasurer or an assistant treasurer and may be sealed with the seal, if any, of
the Corporation. The signatures may be either manual or facsimile. Certificates
shall be consecutively numbered; and if the Corporation shall, from time to
time, issue several classes or series of stock, each class or series may have
its own number sequence. A certificate is valid and may be issued whether or not
an officer who signed it is still an officer when it is issued. Each certificate
representing shares which are restricted as to their transferability or voting
powers, which are preferred or limited as to their dividends or as to their
allocable portion of the assets upon liquidation or which are redeemable at the
option of the Corporation, shall have a statement of such restriction,
limitation, preference or redemption provision, or a summary thereof, plainly
stated on the certificate. In lieu of such statement or summary, the Corporation
may set forth upon the face or back of the certificate a statement that the
Corporation will furnish to any stockholder, upon request and without charge, a
full statement of such information.

SECTION 2. TRANSFERS.

Upon surrender to the Corporation or the transfer agent of the
Corporation of a stock certificate duly endorsed or accompanied by proper
evidence of succession, assignment or authority to transfer, the Corporation
shall issue a new certificate to the person entitled thereto, cancel the old
certificate and record the transaction upon its books.

The Corporation shall be entitled to treat the holder of
record of any share of stock as the holder in fact thereof and, accordingly,
shall not be bound to recognize any equitable or other claim to or interest in
such share on the part of any other person, whether or not it shall have express
or other notice thereof, except as otherwise provided by the laws of the State
of Maryland.

Notwithstanding the foregoing, transfers of shares of any
class of stock will be subject in all respects to the Charter of the
Corporation.

SECTION 3. LOST CERTIFICATE.

<PAGE> 22

The Board of Directors (or any officer designated by it) may
direct a new certificate to be issued in place of any certificate previously
issued by the Corporation alleged to have been lost, stolen or destroyed upon
the making of an affidavit of that fact by the person claiming the certificate
to be lost, stolen or destroyed. When authorizing the issuance of a new
certificate, the Board of Directors may, in its discretion and as a condition
precedent to the issuance thereof, require the owner of such lost, stolen or
destroyed certificate or his legal representative to advertise the same in such
manner as they shall require and/or to give bond, with sufficient surety, to the
Corporation to indemnify it against any loss or claim which may arise as a
result of the issuance of a new certificate.

SECTION 4. CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE.

The Board of Directors may set, in advance, a record date for
the purpose of determining stockholders entitled to notice of or to vote at any
meeting of stockholders, or stockholders entitled to receive payment of any
dividend or the allotment of any other rights, or in order to make a
determination of stockholders for any other proper purpose. Such date, in any
case, shall not be prior to the close of business on the day the record date is
fixed and shall be not more than 90 days and, in the case of a meeting of
stockholders, not less than ten days, before the date on which the meeting or
particular action requiring such determination of stockholders is to be held or
taken.

In lieu of fixing a record date, the Board of Directors may
provide that the stock transfer books shall be closed for a stated period but
not longer than 20 days. If the stock transfer books are closed for the purpose
of determining stockholders entitled to notice of or to vote at a meeting of
stockholders, such books shall be closed for at least ten days before the date
of such meeting.

If no record date is fixed and the stock transfer books are
not closed for the determination of stockholders, (a) the record date for the
determination of stockholders entitled to notice of or to vote at a meeting of
stockholders shall be at the close of business on the day on which the notice of
meeting is mailed; and (b) the record date for the determination of stockholders
entitled to receive payment of a dividend or an allotment of any other rights
shall be the close of business on the day on which the resolution of the
directors, declaring the dividend or allotment of rights, is adopted.

<PAGE> 23

When a determination of stockholders entitled to vote at any
meeting of stockholders has been made as provided in this section, such
determination shall apply to any adjournment thereof, except where the
determination has been made through the closing of the transfer books and the
stated period of closing has expired.

SECTION 5. STOCK LEDGER.

The Corporation shall maintain at its principal office or at
the office of its counsel, accountants or transfer agent, an original or
duplicate share ledger containing the name and address of each stockholder and
the number of shares of each class held by such stockholder.

SECTION 6. FRACTIONAL STOCK; ISSUANCE OF UNITS.

The Board of Directors may issue fractional stock or provide
for the issuance of scrip, all on such terms and under such conditions as they
may determine. Notwithstanding any other provision of the Articles or these
Bylaws, the Board of Directors may issue units consisting of different
securities of the Corporation. Any security issued in a unit shall have the same
characteristics as any identical securities issued by the Corporation, except
that the Board of Directors may provide that for a specified period securities
of the Corporation issued in such unit may be transferred on the books of the
Corporation only in such unit.

ARTICLE VIII

ACCOUNTING YEAR

The Board of Directors shall have the power, from time to
time, to fix the fiscal year of the Corporation by a duly adopted resolution.

ARTICLE IX

DIVIDENDS

SECTION 1. DECLARATION.

Dividends upon the stock of the Corporation may be declared by
the Board of Directors, subject to the provisions of law and the Articles of the
Corporation. Dividends may be paid

<PAGE> 24

in cash, property or stock of the Corporation, subject to the provisions of law
and the Articles.

SECTION 2. CONTINGENCIES.

Before payment of any dividends, there may be set aside out of
any funds of the Corporation available for dividends such sum or sums as the
Board of Directors may from time to time, in its absolute discretion, think
proper as a reserve fund for contingencies, for equalizing dividends, for
repairing or maintaining any property of the Corporation or for such other
purpose as the Board of Directors shall determine to be in the best interest of
the Corporation, and the Board of Directors may modify or abolish any such
reserve in the manner in which it was created.

ARTICLE X

INVESTMENT POLICY

Subject to the provisions of the Charter of the Corporation,
the Board of Directors may from time to time adopt, amend, revise or terminate
any policy or policies with respect to investments by the Corporation as it
shall deem appropriate in its sole discretion.

ARTICLE XI

SEAL

SECTION 1. SEAL.

The Board of Directors may authorize the adoption of a seal by
the Corporation. The seal shall have inscribed thereon the name of the
Corporation and the year of its organization. The Board of Directors may
authorize one or more duplicate seals and provide for the custody thereof.

SECTION 2. AFFIXING SEAL.

Whenever the Corporation is required to place its seal to a
document, it shall be sufficient to meet the requirements of any law, rule or
regulation relating to a seal to place the word "(SEAL)" adjacent to the
signature of the person authorized to execute the document on behalf of the
Corporation.

<PAGE> 25

ARTICLE XII

INDEMNIFICATION

SECTION 1. PROCEDURE.

Any indemnification, or payment of expenses in advance of the
final disposition of any proceeding, shall be made promptly, and in any event
within 60 days, upon the written request of the director or officer entitled to
seek indemnification (the "Indemnified Party"). The right indemnification and
advances hereunder shall be enforceable by the Indemnified Party in any court of
competent jurisdiction, if (i) the Corporation denies such request, in whole or
in part, or (ii) no disposition thereof is made within 60 days. The Indemnified
Party's costs and expenses incurred in connection with successfully establishing
his right to indemnification, in whole or in part, in any such action shall also
be reimbursed by the Corporation. It shall be a defense to any action for
advance for expenses that (a) a determination has been made that the facts then
known to those making the determination would preclude indemnification or (b)
the Corporation has not received both (i) an undertaking as required by law to
repay such advances in the event it shall ultimately be determined that the
standard of conduct has not been met and (ii) a written affirmation by the
Indemnified Party of such Indemnified Party's good faith belief that the
standard of conduct necessary for indemnification by the Corporation has been
met.

SECTION 2. EXCLUSIVITY, ETC.

The indemnification and advance of expenses provided by the
Charter and these Bylaws shall not be deemed exclusive of any other rights to
which a person seeking indemnification or advance of expenses may be entitled
under any law (common or statutory), or any agreement, vote of stockholders or
disinterested directors or other Provision that is consistent with law, both as
to action in his official capacity and as to action in another capacity while
holding office or while employed by or acting as agent for the Corporation,
shall continue in respect of all events occurring while a person was a director
or officer after such person has ceased to be a director or officer, and shall
inure to the benefit of the estate, heirs, executors and administrators of such
person. All rights to indemnification and advance of expenses under the Charter
of the Corporation and hereunder shall be deemed to be a contract between the
Corporation and each director or officer of the Corporation who serves or served
in such capacity at any time while this Bylaw is in effect. Nothing

<PAGE> 26

herein shall prevent the amendment of this Bylaw, provided that no such
amendment shall diminish the rights of any person hereunder with respect to
events occurring or claims made before its adoption or as to claims made after
its adoption in respect of events occurring before its adoption. Any repeal or
modification of this Bylaw shall not in any way diminish any rights to
indemnification or advance of expenses of such director or officer or the
obligations of the Corporation arising hereunder with respect to events
occurring, or claims made, while this Bylaw or any provision hereof is in force.

SECTION 3. SEVERABILITY; DEFINITIONS.

The invalidity or unenforceability of any provision of this
Article XII shall not affect the validity or enforceability of any other
provision hereof. The phrase "this Bylaw" in this Article XII means this Article
XII in its entirety.

ARTICLE XIII

WAIVER OF NOTICE

Whenever any notice is required to be given pursuant to the
Charter of the Corporation or these Bylaws or pursuant to applicable law, a
waiver thereof in writing, signed by the person or persons entitled to such
notice, whether before or after the time stated herein, shall be deemed
equivalent to the giving of such notice. Neither the business to be transacted
at nor the purpose of any meeting need be set forth in the waiver of notice,
unless specifically required by statute. The attendance of any person at any
meeting shall constitute a waiver of notice of such meeting, except where such
person attends a meeting for the express purpose of objecting to the transaction
of any business on the ground that the meeting is not lawfully called or
convened.

ARTICLE XIV

AMENDMENT OF BYLAWS

In accordance with the Charter, these Bylaws may be repealed,
altered, amended or rescinded (a) by the stockholders of the Corporation
(considered for this purpose as one class) by the affirmative vote of not less
than 80% of all of the votes entitled to be cast generally in the election of
directors which are cast on the matter at any meeting of stockholders called for

<PAGE> 27

that purpose (provided that notice of such proposed repeal, alteration,
amendment or rescission is included in the notice of such meeting) or (b) by
vote of a majority of the Board of Directors at a meeting held in accordance
with the provisions of these Bylaws.

<PAGE> 1
JAECKLE FLEISCHMANN & MUGEL, LLP
ATTORNEYS AT LAW

FLEET BANK BUILDING TWELVE FOUNTAIN PLAZA BUFFALO, NEW YORK 14202-2292
TEL (716) 856-0600 FAX (716) 856-0432

EXHIBIT 5

October 8, 1999

Parkway Properties, Inc.
One Jackson Place, Suite 1000
188 East Capitol Street
Jackson, Mississippi 39201

Ladies and Gentlemen:

Re: Registration Statement on Form S-8 on Form S-3 under
the Securities Act of 1933, covering the registration
of 715,645 shares of common stock issued or reserved
for issuance under Parkway Properties, Inc. Employee
Excellence Recognition Plan, Parkway Properties, Inc.
1997 Non-Employee Directors' Stock Ownership Plan,
Parkway Properties, Inc. 1994 Stock Option and Long
Term Incentive Plan and Parkway Properties, Inc. 1991
Directors Stock Option Plan, as amended
(collectively, the "Plans")
-----------------------------------------------------

As your counsel we have examined the above-referenced
Registration Statement and we are familiar with the documents referred to
therein, as well as your Articles of Incorporation, as amended, Bylaws, as
amended, and other relevant documents, and we have made such investigation with
respect to your corporate affairs as we deemed necessary in order for us to
render the opinion herein set forth.

We have examined the proceedings heretofore taken and we are
informed as to the procedures proposed to be followed by Parkway Properties,
Inc. in connection with the authorization, issuance and sale of the above
described shares of common stock (the "Common Stock"). In our opinion the Common
Stock to be issued by Parkway Properties, Inc. under and in accordance with the
Plans will be, when issued and paid for pursuant to the Plans and the
Registration Statement and the exhibits thereto, legally issued, fully paid and
nonassessable.

We consent to the filing of this opinion letter as an exhibit
to the Registration Statement and reference to us under the heading "Legal
Matters" in the Prospectus that is a part of the Registration Statement.

Very truly yours,

Buffalo, New York - Rochester, New York

<PAGE> 1

EXHIBIT 23 (a)

Consent of Independent Auditors

We consent to the reference to our firm under the caption "Experts" in this
Registration Statement (Form S-8 on Form S-3) and related Prospectus of Parkway
Properties, Inc. for the registration of 715,645 shares of its common stock and
to the incorporation by reference therein of our report dated February 5, 1999,
with respect to the consolidated financial statements of Parkway Properties,
Inc. included in its Annual Report on form 10-K for the year ended December 31,
1998. We also consent to the incorporation by reference in this Registration
Statement of our reports on the statements of rental revenue and direct
operating expenses included in Parkway, Inc.'s Current Report on Form 8-K dated
March 24, 1999.

/s/Ernst & Young, LLP

Jackson, Mississippi
October 7, 1999
---

<PAGE> 1

EXHIBIT 99(D)

PARKWAY EMPLOYEE EXCELLENCE RECOGNITION PROGRAM

1. Initially all officers will be given 5 Parkway $5 bills to
be used to grant employees giving them instant recognition
for a job well done.

2. When an employee accumulates enough $5 bills to purchase a
share of stock (eg, if the stock price is $30, they would
need 6 $5 bills to purchase), they could turn them in and
receive a Parkway stock certificate. After all
requirements below are met, Tasha will generate a request
to the transfer agent for issuance of the shares, with the
request letter being signed by either the CEO or CFO.

3. Granting of the $5 bills should be reserved for going
"above and beyond" the call of duty, not for doing what is
expected of them.

4. Tasha will keep a written log of who the bills have been
issued to. When an officer grants a bill to an employee,
they should log who the share was granted to, the date it
was granted and provide a written description of the job
performed.

5. When an officer runs out of a stock of $5 bills, Tasha
will give them 5 more, but only if the log has been
completed showing to whom the previous 5 bills were
granted.

6. Should not be used in place of bonuses, overtime, in lieu
of salary increases, to keep an employee satisfied, etc.

7. When an employee "cashes in" their bills, Tasha will match
the serial numbers to those on the log, checking to see
that the employee turning in the bills matches the name of
the employee to whom they were granted. The log will be
marked "cancelled" for those bills, indicating that the
bills were converted to shares.

8. The bills are non-transferable between/among employees.
Only the person receiving the bills can "cash them in".

9. The bills have no cash value. Upon termination of
employee, the bills become worthless and will be marked
off of the log as terminated.

10. A separate log of Parkway common stock issued will be kept
in the log book, so that we can quantify at any point in
time, how many shares of stock have been issued under the
program.