Exhibit Index begins on sequential page number: 7

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.
1997 EMPLOYEE STOCK PURCHASE 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)(2) Aggregate Offering Price(2) Registration Fee

Common Stock, par value
$0.01 per share............. 500,000 shares $29.1375 $14,568,750 $4,414.78

- ---------------------------
(1) Offering prices vary with the market price of the Registrant's Common
Stock but is the lesser of 90% of the fair market value of the
Registrant's Common Stock on the Offering Date or the Exercise Date, as
defined in the plan.
(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 June 19, 1997.

In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.

PART I

INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

The documents constituting the Prospectus of Highwoods Properties, Inc.
(the "Registrant" or the "Company") 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
Company's 1997 Employee Stock Purchase 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 Director
of Human Resources, Highwoods Properties, Inc., 3100 Smoketree Court, Suite 600,
Raleigh, N.C. 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, 1996;

b. the Company's quarterly report on Form 10-Q for the quarter
ended March 31, 1997;

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

d. the Company's Current Reports on Form 8-K, dated January 9,
1997 (as amended by Form 8-K/A on February 7, 1997 and by Form
8-K/A on March 10, 1997) and February 12, 1997.

All documents subsequently filed by the Registrant or the Plan pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing
of a post-effective amendment that 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
Director of Human Resources, Highwoods Properties, Inc., 3100 Smoketree Court,
Suite 600, Raleigh, N.C. 27604. Telephone requests may be directed to (919)
872-4924.

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

4.1 Form of Common Stock Certificate**

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, L.L.P.

99.1 Highwoods Properties, Inc. 1997 Employee Stock Purchase Plan

**Previously filed on Form S-11, File No. 33-76952, and incorporated herein by
reference.

ITEM 9. UNDERTAKINGS.

(a) The undersigned 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 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.

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 June 20, 1997.

By: /s/ Ronald P. Gibson
Ronald P. Gibson
President and Chief Executive Officer

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 dates indicated:

Name Title Date

/s/ O. Temple Sloan, Jr. Chairman of the Board of Directors June 20, 1997
- ---------------------------------------
O. Temple Sloan, Jr.

/s/ Ronald P. Gibson President, Chief Executive Officer and June 20, 1997
- ---------------------------------------
Ronald P. Gibson Director

/s/ William T. Wilson III Executive Vice President and Director June 20, 1997
- ---------------------------------------
William T. Wilson III

/s/ John L. Turner Vice Chairman of the Board of Directors June 20, 1997
- --------------------------------------- and Chief Investment Officer
John L. Turner

/s/ Gene H. Anderson Senior Vice President and Director June 20, 1997
- ---------------------------------------
Gene H. Anderson

/s/ John W. Eakin Senior Vice President and Director June 20, 1997
- --------------------------------------
John W. Eakin

/s/ Thomas W. Adler Director June 20, 1997
- --------------------------------------
Thomas W. Adler

/s/ William E. Graham, Jr. Director June 20, 1997
- ---------------------------------------
William E. Graham, Jr.

/s/ L. Glenn Orr, Jr. Director June 20, 1997
- ---------------------------------------
L. Glenn Orr, Jr.

/s/ Willard H. Smith Jr. Director June 20, 1997
- --------------------------------------
Willard H. Smith Jr.

/s/ Stephen Timko Director June 20, 1997
- --------------------------------------
Stephen Timko

/s/ Carman J. Liuzzo Vice President, Chief Financial Officer June 20, 1997
- -------------------------------------- and Treasurer (Principal Accounting
Carman J. Liuzzo Officer)

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
executive compensation committee of the Board of Directors of Highwoods
Properties, Inc. has duly caused this registration statement to be signed on
behalf of the Highwoods Properties, Inc. 1997 Employee Stock Purchase Plan by
the undersigned, thereunto duly authorized, in the City of Raleigh, State of
North Carolina, on June 20, 1997.

EXECUTIVE COMPENSATION COMMITTEE

/s/ Thomas W. Adler
-------------------------------
Thomas W. Adler

/s/ William E. Graham, Jr.
------------------------------
William E. Graham, Jr.

/s/ L. Glenn Orr, Jr.
------------------------------
L. Glenn Orr, Jr.

/s/ O. Temple Sloan, Jr.
-------------------------------
O. Temple Sloan, Jr.

Exhibit Index

Exhibit No. Page

4.1. Form of Common Stock Certificate**

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

99.1 Highwoods Properties, Inc. 1997 Employee Stock
Purchase Plan

** Previously filed on Form S-11, File No. 33-76952, and incorporated herein
by reference.