Exhibit Index begins on sequential page number: 8

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER
                           THE SECURITIES ACT OF 1933

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

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

                Maryland                                   56-1869557
  (State or other jurisdiction                         (I.R.S. Employer
       of incorporation)                              Identification No.)

       3100 Smoketree Court                                  27604
          Suite 600                                        (Zip Code)

     Raleigh, North Carolina
     (Address of principal
       executive offices)

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

                           HIGHWOODS PROPERTIES, INC.
                   AMENDED AND RESTATED 1994 STOCK OPTION PLAN
                            (Full title of the plan)

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

     Ronald P. Gibson                                     Copy to:
        President                                    Brad S. Markoff
  Highwoods Properties, Inc.                 Smith Helms Mulliss & Moore, L.L.P.
3100 Smoketree Court, Suite 600                    2800 Two Hannover Square
Raleigh, North Carolina  27604                  Raleigh, North Carolina  27601
       (919) 872-4924                                   (919) 755-8700
(Name, address and telephone number of agent for service)

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


                         CALCULATION OF REGISTRATION FEE



Title of Securities to be       Amount to be        Proposed Maximum            Proposed Maximum            Amount of
registered                       Registered      Offering Price Per Unit(1) Aggregate Offering Price(2)  Registration Fee

                                                                                                  
Common Stock, par value
$0.01 per share.............  1,397,000 shares           $29.375                $41,036,875               $14,151

- ---------------------------
(1)      Offering prices vary with the market price of the Registrant's Common
         Stock.
(2)      Computed pursuant to Rule 457(h) under the Securities Act of 1933 (as
         amended) solely for the purpose of calculating the registration fee on
         the basis of the average of the high and low prices of the Registrant's
         Common Stock reported on the New York Stock Exchange on September 12,
         1996.





                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The documents constituting the Prospectus of Highwoods Properties, Inc.
(the "Registrant") with respect to this Registration Statement in accordance
with Rule 428 promulgated pursuant to the Securities Act of 1933, as amended
(the "Securities Act"), are kept on file at the offices of the Registrant. The
Registrant will provide without charge to participants in the Highwoods
Properties, Inc. Amended and Restated 1994 Stock Option Plan (the "Plan"), on
the written or oral request of any such person, a copy of any or all of the
documents constituting the Prospectus. Written requests for such copies should
be directed to Investor Relations, Highwoods Properties, Inc., 3100 Smoketree
Court, Suite 600, Raleigh, North Carolina 27604. Telephone requests may be
directed to (919) 872-4924.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The following documents filed by the Registrant with the Securities and
Exchange Commission (the "Commission") (File No. 1-13100) pursuant to the
Securities and Exchange Act of 1934, as amended (the "Exchange Act"), are
incorporated by reference herein and in the Prospectus constituting a part of
this Registration Statement:

         a.      The Company's Annual Report on Form 10-K for the year ended
                 December 31, 1995 (as amended on Form 10-K/A on June 3, 1996
                 and June 18, 1996);

         b.      The description of the Common Stock of the Company included in
                 the Company's Registration Statement on Form 8-A, dated May 16,
                 1994;

         c.      The Company's Quarterly Reports on Form 10-Q for the quarters
                 ended March 31, 1996 (as amended on Form 10-Q/A on June 3, 1996
                 and June 18, 1996) and June 30, 1996; and

         d.      The Company's Current Reports on Form 8-K, dated July 12, 1995
                 (as amended on Form 8-K/A on September 7, 1995 and June 3, 1996
                 and June 18, 1996), December 18, 1995, April 1, 1996 (as
                 amended on Form 8-K/A on June 3, 1996 and June 18, 1996), and
                 April 29, 1996 (as amended on Form 8-K/A on June 3, 1996 and
                 June 18, 1996).

         All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered hereunder
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference herein and to be a part hereof from
the date of filing such reports and documents.

         For purposes of this registration statement, any statement contained in
a report, document or appendix incorporated, or deemed to be incorporated, by
reference in this registration statement shall be deemed to be modified or
superseded to the extent that a statement contained in this registration
statement or in any subsequently filed report, document or appendix, which also
is or is deemed incorporated by reference, modifies or supersedes such statement
in such report, document or appendix. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this registration statement.

         The Registrant will provide without charge to each person to whom the
Prospectus constituting a part of this Registration Statement is delivered, on
the written or oral request of any such person, a copy of any or all of the
documents incorporated herein and in the Prospectus by reference (other than
exhibits to such documents which are not specifically incorporated by reference
in such documents). Written requests for such copies should be directed to
Investor Relations, Highwoods Properties, Inc., 3100 Smoketree Court, Suite 600,
Raleigh, North Carolina 27604. Telephone requests may be directed to 
(919) 872-4924.


                                        1






ITEM 4.  DESCRIPTION OF SECURITIES.  Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.  Not Applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Company's officers and directors are and will be indemnified
against certain liabilities in accordance with the Maryland General Corporations
Law (the "MGCL"), the Articles of Incorporation and bylaws of the Company and
the Partnership Agreement of Highwoods/Forsyth Limited Partnership (the
"Operating Partnership Agreement"). The Articles of Incorporation require the
Company to indemnify its directors and officers to the fullest extent permitted
from time to time by the MGCL. The MGCL permits a corporation to indemnify its
directors and officers, among others, against judgments, penalties, fines,
settlements and reasonable expenses actually incurred by them in connection with
any proceeding to which they may be made a party by reasons of their service in
those or other capacities unless it is established that the act or omission of
the director or officer 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 or officer actually received an improper personal
benefit in money, property or services, or in the case of any criminal
proceeding, the director or officer had reasonable cause to believe that the act
or omission was unlawful.

         The Operating Partnership Agreement also provides for indemnification
of the Company and its officers and directors to the same extent indemnification
is provided to officers and directors of the Company in its Articles of
Incorporation and limits the liability of the Company and its officers and
directors to the Operating Partnership and its partners to the same extent
liability of officers and directors of the Company to the Company and its
stockholders is limited under the Company's Articles of Incorporation.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.  Not Applicable.

ITEM 8.  EXHIBITS.

         The following exhibits are filed herewith:



Exhibit No.                                 Description

               
5.1               Opinion of Smith Helms Mulliss & Moore L.L.P. regarding the legality of the shares of Common
                  Stock being registered

23.1              Consent of Smith Helms Mulliss & Moore L.L.P. (included in Exhibit 5.1)

23.2              Consent of Ernst & Young, LLP

23.3              Consent of Deloitte & Touche, LLP

23.4              Consent of KPMG Peat Marwick LLP

23.5              Consent of Price Waterhouse, LLP

24.1              Powers of Attorney (included on the signature page to the Registration Statement)

99.1              Highwoods Properties, Inc. Amended and Restated 1994 Stock Option Plan (incorporated by reference
                  to Exhibit 10.7 to the Registrant's Annual Report on Form 10-K for the year ended December 31,
                  1995)


ITEM 9.  UNDERTAKINGS.

         (a)      The undersigned registrant hereby undertakes:


                                        2






                  (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 of
                                    1933;

                           (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. Notwithstanding the foregoing,
                                    any increase or decrease in volume of
                                    securities offered (if the total dollar
                                    value of securities offered would not exceed
                                    that which was registered) and any deviation
                                    from the low or high end of the estimated
                                    maximum offering range may be reflected in
                                    the form of prospectus filed with the
                                    Commission pursuant to Rule 424(b) if, in
                                    the aggregate, the changes in volume and
                                    price represent no more than a 20 percent
                                    change in the maximum aggregate offering
                                    price set forth in the "Calculation of
                                    Registration Fee" table in the effective
                                    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 (a)(1)(i)
                           and (a)(1)(ii) do not apply if the information
                           required to be included in a post-effective amendment
                           by those paragraphs is contained in periodic reports
                           filed by the Registrant pursuant to Section 13 or
                           Section 15(d) of the Securities Exchange Act of 1934
                           that are incorporated by reference in the
                           registration statement.

                  (2)      That, for the purpose of determining any liability
                           under the Securities Act of 1933, 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.

         (b)      The undersigned registrant hereby undertakes that, for
                  purposes of determining any liability under the Securities Act
                  of 1933, each filing of the registrant's annual report
                  pursuant to Section 13(a) or Section 15(d) of the Securities
                  Exchange Act of 1934, that is incorporated by reference in the
                  registration statement 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.

         (c)      Insofar as indemnification for liabilities arising under the
                  Securities Act of 1933 may be permitted to directors, officers
                  and controlling persons of the registrant pursuant to the
                  foregoing provisions, or otherwise, the registrant has been
                  advised that in the opinion of the Securities and Exchange
                  Commission such indemnification is against public policy as
                  expressed in the 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 Act and will be
                  governed by the final adjudication of such issue.


                                        3






                                   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 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Raleigh, State of North Carolina, on September 16,
1996.

                                      Highwoods Properties, Inc.
                                      (Registrant)

                                      By:      /s/ RONALD P. GIBSON
                                               Ronald P. Gibson
                                               President

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

         KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned officers and
directors of Highwoods Properties, Inc. hereby severally constitute Ronald P.
Gibson and Carman J. Liuzzo and each of them singly, our true and lawful
attorneys with full power to them, and each of them singly, to sign for us and
in our names in the capacities indicated below, the Registration Statement filed
herewith and any and all amendments to said Registration Statement, and
generally to do all such things in our names and in our capacities as officers
and directors to enable Highwoods Properties, Inc. to comply with the provisions
of the Securities Act of 1933, and all requirements of the Securities and
Exchange Commission, hereby ratifying and confirming our signature as they may
be signed by our said attorneys, or any of them, to said Registration Statement
and any and all amendments thereto.

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.



                  Name                                        Title                              Date

                                                                                   
          /s/ O. TEMPLE SLOAN, JR.          Chairman of the Board of Directors          September 16, 1996
- ------------------------------------------
                O. Temple Sloan, Jr.


          /s/ RONALD P. GIBSON              President, Chief Executive Officer and      September 16, 1996
- --------------------------------------------
                   Ronald P. Gibson           Director

          /s/ WILLIAM T. WILSON, III        Executive Vice President and Director       September 16, 1996
- --------------------------------------------
              William T. Wilson, III         and Chief Operating Officer

          /s/ JOHN L. TURNER                Vice Chairman of the Board of Directors     September 16, 1996
- --------------------------------------------
                     John L. Turner

          /s/ JOHN W. EAKIN                 Vice President and Director                 September 16, 1996
- --------------------------------------------
                  John W. Eakin

          /s/ THOMAS S. SMITH               Vice President and Director                 September 16, 1996
- --------------------------------------------
                  Thomas S. Smith


                                        4






          /s/ THOMAS W. ADLER               Director                                             September 16, 1996
- ------------------------------------------
                  Thomas W. Adler

          /s/ WILLIAM E. GRAHAM, JR.        Director                                             September 16, 1996
- ---------------------------------------
                 William E. Graham

          /s/ ROBERT L. KIRBY               Director                                             September 16, 1996
- --------------------------------------------
                     Robert L. Kirby

          /s/ L. GLENN ORR, JR.             Director                                             September 16, 1996
- --------------------------------------------
                    L. Glenn Orr, Jr.


          /s/ WILLARD H. SMITH, JR.         Director                                             September 16, 1996
- -----------------------------------------
                     Willard H. Smith, Jr.


          /s/ STEPHEN TIMKO                 Director                                             September 16, 1996
- --------------------------------------------
                     Stephen Timko

          /s/ CARMAN J. LIUZZO              Vice President, Chief Financial Officer              September 16, 1996
- --------------------------------------------
                   Carman J. Liuzzo            and Treasurer (Principal Accounting


                                               Officer)


                                        5








                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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



                                    EXHIBITS

                                   FILED WITH
                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933

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



                           HIGHWOODS PROPERTIES, INC.
                   AMENDED AND RESTATED 1994 STOCK OPTION PLAN







                                  Exhibit Index



                                                                                                               Page

Exhibit No.

                                                                                                        
5.1               Opinion of Smith Helms Mulliss & Moore L.L.P. regarding the legality of the shares of
                  Common Stock being registered

23.1              Consent of Smith Helms Mulliss & Moore L.L.P. (included in Exhibit 5.1)

23.2              Consent of Ernst & Young, LLP

23.3              Consent of Deloitte & Touche, LLP

23.4              Consent of KPMG Peat Marwick LLP

23.5              Consent of Price Waterhouse, LLP

24.1              Powers of Attorney (included on the signature page to the Registration Statement)

99.1              Highwoods Properties, Inc. Amended and Restated 1994 Stock Option Plan (incorporated
                  by reference to Exhibit 10.7 to the Registrant's Annual Report on Form 10-K for the year
                  ended December 31, 1995)