EXHIBIT 12
 
                           HIGHWOODS PROPERTIES, INC.
 
      NOTES TO PRO FORMA STATEMENTS OF OPERATIONS (UNAUDITED) -- CONTINUED
 
2. ADJUSTMENTS TO THE UNAUDITED PRO FORMA CONDENSED COMBINING STATEMENT OF
OPERATIONS
 
   RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS
 


                                                                                               PERIOD FROM
                                                  NINE MONTHS ENDED                           JUNE 14, 1994
                                                    SEPTEMBER 31,                            TO DECEMBER 31,
                                                        1997            1996       1995           1994           1993      1992
                                                                                                        
Earnings(1)(2)
Income (loss) from continuing operations.......        $61,703         $48,242    $28,934        $ 8,159        $(155)    $(239)
Interest.......................................         33,082          24,699     12,101          4,955         5,185     5,059
Amortization of loan costs.....................          1,689           1,911      1,619            738            --        --
Total Earnings.................................        $96,474         $74,852    $42,654        $13,852        $5,030    $4,820
Fixed charges and preferred stock dividends (2)
Interest.......................................        $33,082         $24,699    $12,101        $ 4,955        $5,185    $5,059
Interest capitalized...........................          3,779           2,935        507             17            16        --
Amortization of loan costs expensed............          1,689           1,911      1,619            738            --        --
Amortization of loan costs capitalized.........             --              --         --             --            --        --
Total fixed charges............................        $38,550         $29,545    $14,227        $ 5,710        $5,201    $5,059
Preferred stock dividends......................          6,972              --         --             --            --        --
Ratio of earnings to fixed charges.............           2.50x           2.53x      3.00x          2.43x           --(3)     --(4)
Ratio of earnings to combined fixed charges and
  preferred stock dividends....................           2.12x           2.53x      3.00x          2.43x           --(3)     --(4)

 
(1) The calculation does not include amortization of previously capitalized
    interest.
 
(2) On February 12, 1997, the Company issued 125,000 8 5/8% Series A Preferred
    Shares, which was its first issuance of preferred stock. On September 25,
    1997, the Company issued 6,900,000 8% Series B Preferred Shares, which was
    its second issuance of preferred stock.
 
(3) Earnings were inadequate to cover fixed charges by $171,000 for the year
    ended December 31, 1993.
 
(4) Earnings were inadequate to cover fixed charges by $239,000 for the year
    ended December 31, 1992.
 
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