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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 2, 1998
HIGHWOODS/FORSYTH LIMITED PARTNERSHIP
(Exact name of registrant as specified in its charter)
NORTH CAROLINA
(State of Organization)
333-3890-01 56-1869557
(Commission File Number) (IRS Employer Identification No.)
3100 SMOKETREE COURT, SUITE 600 27604
RALEIGH, NORTH CAROLINA
(Zip Code)
(Address of principal executive offices)
(919) 872-4924
(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS.
The purpose of this filing is to set forth certain exhibits in connection
with the issuance by Highwoods/Forsyth Limited Partnership on February 2, 1998
of $125 million of 6.835% MandatOry Par Put Remarketed Securities(sm)
("MOPPRS(sm)") due February 1, 2013 and $100 million of 7-1/8% notes due
February 1, 2008.
ITEM 7. EXHIBITS
Following is a list of the exhibits filed as a part of this report:
4.1 Form of Notes due February 1, 2008
4.2 Form of MOPPRS(sm) due February 1, 2013
4.3 Form of Remarketing Agreement among the Registrant, Highwoods
Properties, Inc. and Merrill Lynch, Pierce, Fenner & Smith
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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/FORSYTH LIMITED PARTNERSHIP
By: HIGHWOODS PROPERTIES, INC., ITS
GENERAL PARTNER
/S/ _________CARMAN J. LIUZZO________
CARMAN J. LIUZZO
VICE PRESIDENT AND CHIEF FINANCIAL
OFFICER
Date: February 2, 1998
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