SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

GIBSON RONALD P

(Last)

(First)

(Middle)

C/O HIGHWOODS PROPERTIES, INC.

3100 SMOKETREE COURT, SUITE 600

(Street)

RALEIGH, NC

27604

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
HIGHWOODS PROPERTIES INC [ HIW ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/15/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock								163,626⁽¹⁾	D
Common Stock	01/03/2005		M		100	A	$12.1⁽²⁾	163,726	D
Common Stock	01/03/2005		S		100	D	$27.73	163,626	D
Common Stock	01/03/2005		M		100	A	$12.1⁽²⁾	163,726	D
Common Stock	01/03/2005		S		100	D	$27.71	163,626	D
Common Stock	01/03/2005		M		4,600	A	$12.1⁽²⁾	168,226	D
Common Stock	01/03/2005		S		4,600	D	$27.7	163,626	D
Common Stock	01/03/2005		M		5,100	A	$12.1⁽²⁾	168,726	D
Common Stock	01/03/2005		S		5,100	D	$27.66	163,626	D
Common Stock	01/03/2005		M		500	A	$12.1⁽²⁾	164,126	D
Common Stock	01/03/2005		S		500	D	$27.6	163,626	D
Common Stock	01/03/2005		M		500	A	$12.1⁽²⁾	164,126	D
Common Stock	01/03/2005		S		500	D	$27.59	163,626	D
Common Stock	01/03/2005		M		700	A	$12.1⁽²⁾	164,326	D
Common Stock	01/03/2005		S		700	D	$27.58	163,626	D
Common Stock	01/03/2005		M		4,800	A	$12.1⁽²⁾	168,426	D
Common Stock	01/03/2005		S		4,800	D	$27.57	163,626	D
Common Stock	01/03/2005		M		32,800	A	$12.1⁽²⁾	196,426	D
Common Stock	01/03/2005		S		32,800	D	$27.55	163,626	D
Common Stock	01/03/2005		M		700	A	$12.1⁽²⁾	164,326	D
Common Stock	01/03/2005		S		700	D	$27.5	163,626	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Units⁽³⁾	⁽⁴⁾	12/15/2004		G			9,125	⁽⁴⁾	⁽⁴⁾	Common Stock	9,125	⁽⁴⁾	56,352	D
Units⁽³⁾	⁽⁴⁾	12/22/2004		G			1,617	⁽⁴⁾	⁽⁴⁾	Common Stock	1,617	⁽⁴⁾	54,735	D
Units⁽³⁾	⁽⁴⁾	12/22/2004		G			1,797	⁽⁴⁾	⁽⁴⁾	Common Stock	1,797	⁽⁴⁾	52,938	D
Units⁽³⁾	⁽⁴⁾	12/22/2004		G			360	⁽⁴⁾	⁽⁴⁾	Common Stock	360	⁽⁴⁾	52,578	D
Units⁽³⁾	⁽⁴⁾	12/22/2004		G			360	⁽⁴⁾	⁽⁴⁾	Common Stock	360	⁽⁴⁾	52,218	D
Units⁽³⁾	⁽⁴⁾	12/22/2004		G			180	⁽⁴⁾	⁽⁴⁾	Common Stock	180	⁽⁴⁾	52,038	D
Units⁽³⁾	⁽⁴⁾	12/22/2004		G			1,797	⁽⁴⁾	⁽⁴⁾	Common Stock	1,797	⁽⁴⁾	50,241	D
Stock Option (right to buy)	$12.1⁽²⁾	01/03/2005		M			49,900	⁽⁵⁾	02/28/2010	Common stock	49,900	⁽⁶⁾	198,801⁽⁷⁾	D

Explanation of Responses:

1. Includes 646 shares acquired in 2004 through the issuer's employee stock purchase plan, and an additional 1,901 shares acquired through reinvestment of dividends pursuant the issuer's DRIP.

2. Exercise price adjusted pursuant to terms approved at the time of grant.

3. Limited partnership units in the issuer's operating partnership.

4. Each limited partnership unit in the issuer's operating partnership may be redeemed for cash equal to the fair market value of a share of the issuer's common stock or, at the election of the issuer, a share of the issuer's common stock.

5. Option vests ratably on the first through fourth anniversaries of grant date.

6. Please refer to the Exercise Price in Table II, Column 2.

7. Total stock options granted was 248,701. 50,000 of the stock options granted have an exercise price, subject to adjustment, of $12.10 as of 01/03/2005. The exercise price of the remaining 198,701 is $20.69.

Remarks:

	Cynthia M. Latvala, for Ronald P. Gibson	01/04/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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