SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 Current Report
                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

Date of Report (date of earliest event reported):               February 9, 2004

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

          Maryland                        1-11533                 74-2123597
- ----------------------------     ------------------------    -------------------
(State or other jurisdiction     (Commission File Number)       (IRS Employer
      of incorporation                                       Identification No.)

                          One Jackson Place Suite 1000
                             188 East Capitol Street
                                 P.O. Box 24647
                             Jackson, MS 39225-4647
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                    (Address of principal executive offices)

                                 (601) 948-4091
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              (Registrant's telephone number, including area code)

                                 Not Applicable
- --------------------------------------------------------------------------------
           Former name or former address, if changed since last report




ITEM 5. Other Events.

On February 9, 2004,  Parkway  Properties,  Inc.  ("Parkway")  announced that it
completed the due diligence  for the $76.3  million  acquisition  of the 410,000
square  foot,  92% leased  Capital  City  Plaza in the  Buckhead  sub-market  of
Atlanta, Georgia.  Parkway's request to assume an existing first mortgage in the
amount of $43 million is under review by the lender.  The proposed  acquisition,
which is  projected  for late  March  2004,  is  subject  to  customary  closing
conditions, and there can be no assurance that this acquisition will occur.

ITEM 7. Financial Statements and Exhibits.

(c)   Exhibits

      99.1 Press Release of the Company dated  February 9, 2004,  announcing the
results of operations of the Company for the quarter ended December 31, 2003.

ITEM 12. Results of Operations and Financial Condition.

On February 9, 2004,  Parkway  issued a press  release  regarding its results of
operations for the quarter ended December 31, 2003. A copy of this press release
is attached hereto as Exhibit 99.1.

On February 10, 2004,  Parkway  will hold its earnings  conference  call for the
quarter ended December 31, 2003, at 10:00 a.m. Eastern Time.

The information furnished to the SEC pursuant to this item is furnished pursuant
to the public  release of  information  in the press release on February 9, 2004
and on the Company's February 10, 2004 earnings conference call.

The information set forth in Items 7 and 12 of this Form 8-K shall not be deemed
"filed" for purposes of Section 18 of the  Securities  Exchange Act of 1934,  as
amended,  and is not  incorporated  by  reference  into any  filing  of  Parkway
Properties,  Inc.,  whether made before or after the date hereof,  regardless of
any general incorporation language in such filing.


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SIGNATURES

      Pursuant to the  requirements of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

Date: February 9, 2004

                                                   PARKWAY PROPERTIES, INC.

                                                   By: /s/ Mandy M. Pope
                                                       ------------------------
                                                       Mandy M. Pope
                                                       Chief Accounting Officer


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