As filed with the Securities and Exchange Commission on June __, 1998. Registration Statement No. 333-______

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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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, Suite 600
Raleigh, North Carolina 27604
(Address of principal executive offices)(Zip Code)
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HIGHWOODS PROPERTIES, INC.
AMENDED AND RESTATED 1994 STOCK OPTION PLAN
(Full title of the plan)
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Ronald P. Gibson, President
Highwoods Properties, Inc.
3100 Smoketree Court, Suite 600
Raleigh, North Carolina 27604
(919) 872-4924
(Name, address and telephone number of agent for service)

Copy to:
Brad S. Markoff
Alston & Bird LLP
3605 Glenwood Avenue, Suite 310
Raleigh, North Carolina 27612
(919) 420-2210
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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......... 3,500,000 shares $32.07 $112,245,000 $34,014

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(1) Offering prices vary with the market price of the Registrant's Common
Stock.

(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 May 27, 1998.

EXPLANATORY NOTE

This Registration Statement is hereby filed with respect to the registration of
additional securities, to be issued pursuant to the Company's 1994 Amended
and Restated Stock Option Plan (the "Plan"), of the same class as other
securities for which a Registration Statement has been filed on Form S-8 (File
No. 333-12117) and has been effective as of September 16, 1996 (the "Original
Registration Statement").

Pursuant to general instruction E of Form S-8 with respect to the registration
of additional securities, the registrant hereby incorporates by reference herein
the contents of the Original Registration Statement.

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") 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:

1. The Company's annual report on Form 10-K for the year ended December
31, 1997 (as amended on April 29, 1998 and May 19, 1998);

2. The Company's quarterly report filed on Form 10-Q for the quarter
ended March 31, 1998;

3. The Company's current reports on Form 8-K, dated January 9, 1997 (as
amended on February 7, 1997, March 10, 1997 and April 28, 1998),
August 27, 1997 (as amended on September 23, 1997), October 1, 1997,
November 17, 1997, January 22, 1998, February 2, 1998, and April 20,
1998, April 29, 1998; and

4. The description of the Common Stock of the Company included in the
Company's registration statement on Form 8-A, dated May 16, 1994.

All documents subsequently filed by the Registrant 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
Investor Relations, Highwoods Properties, Inc., 3100 Smoketree Court, Suite 600,
Raleigh, North Carolina 27604. Telephone requests may be directed to (919)
872-4924.

ITEM 8. EXHIBITS

The following exhibits are filed herewith:

Exhibit No. Description

5.1 Opinion of Alston & Bird LLP regarding the legality of the shares
of Common Stock being registered

23.1 Consent of Alston & Bird LLP (included in Exhibit 5.1)

23.2 Consent of Ernst & Young, LLP

23.3 Consent of Coopers & Lybrand, L.L.P.

99.1 Highwoods Properties, Inc. Amended and Restated 1994 Stock Option
Plan

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 May 27, 1998.

Highwoods Properties, Inc.
(Registrant)

By: /s/ Ronald P. Gibson
---------------------------------
Ronald P. Gibson, President

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 date indicated.

Name Title Date

/s/ O. Temple Sloan, Jr. Chairman of the Board of Directors May 29, 1998
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O. Temple Sloan, Jr.

President, Chief Executive Officer and May 29, 1998
/s/ Ronald P. Gibson Director
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Ronald P. Gibson

Vice Chairman of the Board of Directors May 29, 1998
/s/ John L. Turner and Chief Investment Officer
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John L. Turner

/s/ Gene H. Anderson Senior Vice President and Director May 29, 1998
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Gene H. Anderson

/s/ John W. Eakin Senior Vice President and Director May 29, 1998
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John W. Eakin

/s/ James R. Heistand Director May 29, 1998
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James R. Heistand

/s/ Thomas W. Adler Director May 29, 1998
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Thomas W. Adler

/s/ William E. Graham, Jr. Director May 29, 1998
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William E. Graham, Jr.

/s/ L. Glenn Orr, Jr. Director May 29, 1998
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L. Glenn Orr, Jr.

/s/ Willard H. Smith Jr. Director May 29, 1998
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Willard H. Smith Jr.

/s/ Stephen Timko Director May 29, 1998
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Stephen Timko

/s/ William T. Wilson, III Executive Vice President and Director May 29, 1998
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William T. Wilson III

Vice president, Chief Financial Officer May 29, 1998
/s/ Carman J. Liuzzo and Treasurer (Principal Accounting
- ----------------------------- Officer)
Carman J. Liuzzo

Exhibit Index

Exhibit No.

5.1 Opinion of Alston & Bird LLP regarding the legality of the
shares of Common Stock being registered

23.1 Consent of Alston & Bird LLP (included in Exhibit 5.1)

23.2 Consent of Ernst & Young, LLP

23.3 Consent of Coopers & Lybrand, L.L.P.

99.1 Highwoods Properties, Inc. Amended and Restated 1994 Stock
Option Plan