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 12, 1997

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



        Maryland               1-13100                        56-1871668
(State of Incorporation)  (Commission File Number) (IRS Employer Identification
                                                                  No.)


3100 Smoketree Court, Suite 600, Raleigh, North Carolina            27604
         (Address of principal executive offices)                 (Zip Code)



       Registrant's telephone number, including area code: (919) 872-4924









Item 5.           OTHER EVENTS.

                  The purpose of this filing is to effect the  incorporation  of
the  exhibits  hereto  into  the  prospectus  dated  November  15,  1996,  which
prospectus was used in connection with a public offering (the "Offering") by the
Registrant of 125,000 shares of 8 5/8% Series A Cumulative Redeemable  Preferred
Shares, par value $0.01 per share (liquidation  preference  equivalent to $1,000
per share).  The  Offering  was priced on February 7, 1997 and is  scheduled  to
close on February 12, 1997.


Item 7(C).        EXHIBITS.

Item     Description

3.1      Amended and Restated Articles of Incorporation of the Registrant

4.1      Specimen certificate representing shares of preferred stock issued 
         by the Registrant

10.1     Amendment to Amended and Restated Agreement of Limited Partnership of 
         Highwoods/Forsyth Limited Partnership

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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 thereunto duly authorized.

                                     HIGHWOODS PROPERTIES, INC.

Date: February 12, 1997              /s/ Carman J. Liuzzo
                                     --------------------
                                     Carman J. Liuzzo
                                     Vice President and Chief Financial Officer



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