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): April 20, 1998

                           HIGHWOODS PROPERTIES, INC.
               (Exact name of registrant 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 set forth certain exhibits in
connection with (i) the issuance by the Registrant on April 23, 1998 of
4,000,000 Depositary Shares, each representing 1/10 of an 8% Series D Cumulative
Redeemable Preferred Share, par value $.01 per share (liquidation preference
equivalent to $25 per Depositary Share), and (ii) the issuance by
Highwoods/Forsyth Limited Partnership (the "Operating Partnership") on April 20,
1998 of $200,000,000 of 7 1/2% Notes due April 15, 2018.

Item 7(c).                 EXHIBITS

Item          Description

3.1           Articles Supplementary of the Registrant

4.1           Form of certificate representing 8% Series D Cumulative Redeemable
              Preferred Shares

4.2           Amendment to Amended and Restated Agreement of Limited Partnership
              of the Operating Partnership

4.3           Deposit Agreement dated April 23, 1998 between the Registrant and
              First Union National Bank, as preferred share depositary

4.4           Form of Depositary Receipt evidencing the Depositary Shares

4.5           Form of  Notes due April 15, 2018







                                   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.


                                      By: /s/ Carman J. Liuzzo
                                      Carman J. Liuzzo
                                      Vice President and Chief Financial Officer


Date: April 23, 1998