<PAGE>
Highwoods filed a Form 8-A (Accession Number 0000950168-97-000245)
via EDGAR with the Securities and Exchange Commission (the "Commission") on
February 5, 1997 and the financial printer inadvertently filed a Form 8-A/A
(Accession Number 0000950168-97-000263) via EDGAR with the Commission on
February 7, 1997. Highwoods filed the initial 8-A on February 5th in advance
of an expected offering of preferred stock to be listed on the New York Stock
Exchange ("NYSE"). On February 7, 1997, Highwoods agreed with its underwriter
to offer the preferred stock only to a limited number of institutional
investors and thus withdraw its listing application with NYSE. Later on
February 7th, the printer inadvertently filed an 8-A/A which we had been
revising before Highwoods and its underwriter agreed to change the structure
of the preferred stock offering.
Highwoods hereby files this Form RW to request the Commission to
withdraw both the 8-A filed on February 5th and the 8-A/A filed on February
7th.
/s/ CARMAN J. LIUZZO
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
HIGHWOODS PROPERTIES, INC.
By: /s/ Carman J. Liuzzo
------------------------
Carman J. Liuzzo
Vice President and
Chief Financial Officer
Date: April 7, 1997
