8-K

UNITED STATES

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):  November 10, 2005

PARKWAY PROPERTIES, INC.

(Exact Name of Registrant as Specified in its Charter)

                                                     Maryland                                        1-11533                                      74-2123597

                                        (State or Other Jurisdiction             (Commission File Number)                      (IRS Employer

                                               of Incorporation)                                                                                 Identification No.)

One Jackson Place, Suite 1000, 188 East Capitol Street, Jackson, MS 39225-4647

(Address of Principal Executive Offices, including zip code)

(601) 948-4091

(Registrant's telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

         Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

         Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

         Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

         Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Page 1 of 3 Pages

ITEM 1.01.  Entry into a Material Definitive Agreement

On November 10, 2005, Parkway Properties, Inc. (the "Company") entered into a Third Amendment to the Credit Agreement with a consortium of 10 banks with Wachovia Capital Markets, LLC as Sole Lead Arranger and Sole Book Runner, Wachovia Bank, National Association as Agent and other banks as participants.  The Amendment increases the total debt to total asset value ratio and the pool availability ratio covenants from 55% to 60% and decreases the capitalization rate used in calculating the defined "value" from 9% to 8.5%.  These changes allow greater financial flexibility and borrowing capacity while positioning the Company to execute certain anticipated transactions more timely.  Additionally, it adjusts the variables of the Credit Agreement to be more closely related to the current market conditions. The interest rate on the unsecured credit facility (the "$190 million line") is equal to the 30-day LIBOR rate plus 100 to 150 basis points, depending upon overall Company leverage (with the current rate set at 132.5 basis points or 5.415 % at November 1, 2005).  The $190 million line matures February 6, 2007 and contains a one-year extension option available at maturity.  The line is expected to fund acquisitions of additional investments.  The Company paid an upfront fee of $20,000 upon closing of the Amendment.  The Company pays an annual administration fee of $35,000 and also pays fees on the unused portion of the line based upon overall Company leverage, with the current rate set at 12.5 basis points.

ITEM 2.03.  Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

See Item 1.01 above.

ITEM 5.03  Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On November 8, 2005, the Company's Board of Directors approved Articles Supplementary to the Company's Articles of Incorporation to reclassify 400,000 authorized shares of Series C Preferred Stock, par value $.001 per share (which previously were authorized in connection with the Company's now expired Shareholder Rights Plan), into the same number of authorized but unissued shares of Common Stock, par value $.001 per share, of the Company subject to further classification or reclassification and issuance by the Company's Board of Directors.  The Articles Supplementary were filed with the State Department of Assessments and Taxation of the State of Maryland on November 14, 2005 and became effective on that date. The Articles Supplementary are attached hereto as Exhibit 3.1 and are incorporated herein by reference.

ITEM 9.01  Financial Statements and Exhibits.

(c)        Exhibits

The following are filed as exhibits to this Current Report on Form 8-K:

3.1       Articles Supplementary of Parkway Properties, Inc. filed with the State Department of Assessments and Taxation of the State of Maryland on

November 14, 2005.

Page 2 of 3 Pages

(10)           Third Amendment to Credit Agreement among Parkway Properties, LP; 111 Capitol Building Limited Partnership; Parkway Jackson LLC; Parkway Lamar LLC; Parkway Properties, Inc. and Parkway Properties General Partners, Inc. as Guarantors; Wachovia Bank, National Association as Agent; Wachovia Capital Markets, LLC as Sole Lead Arranger and Sole Book Runner and the Lenders dated November 10, 2005.

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 hereunto duly authorized.

Date:    November 14, 2005

                                    PARKWAY PROPERTIES, INC.

                                    By: /s/ Mandy M. Pope                             

                                              Mandy M. Pope

                                                                         Chief Accounting Officer

Page 3 of 3 Pages

EX-3

UNANIMOUS WRITTEN CONSENT

EX-10

EXHIBIT 10

THIRD AMENDMENT TO CREDIT AGREEMENT

            THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this "Third Amendment") is dated as of the 10th day of November, 2005, among PARKWAY PROPERTIES, LP ("Borrower"), 111 CAPITOL BUILDING LIMITED PARTNERSHIP, PARKWAY JACKSON LLC, PARKWAY LAMAR LLC, PARKWAY PROPERTIES, INC. and PARKWAY PROPERTIES, GENERAL PARTNERS, INC. (collectively, the "Guarantors"), WACHOVIA BANK, NATIONAL ASSOCIATION, as Agent (the "Agent"), WACHOVIA CAPITAL MARKETS, LLC, as Sole Lead Arranger and Sole Book Runner (the "Lead Arranger"), and the lenders a party hereto (collectively, the "Lenders").

W I T N E S S E T H:

            WHEREAS, the Borrower, the Agent and the Lenders executed and delivered that certain Credit Agreement, dated as of February 6, 2004, amended by that certain First Amendment to Credit Agreement, dated as of June 16, 2004 and that certain Second Amendment to Credit Agreement dated as of March 31, 2005 (as amended, the "Credit Agreement");

            WHEREAS, the Borrower has requested, and the Agent and the Lenders have agreed to, certain amendments to the Credit Agreement, subject to the terms and conditions hereof;

            NOW, THEREFORE, for and in consideration of the above premises and other good and valuable consideration, the receipt and sufficiency of which hereby is acknowledged by the parties hereto, the Borrower, the Guarantors, the Agent and the Lenders hereby covenant and agree as follows:

            1.                  Definitions.  Unless otherwise specifically defined herein, each term used herein which is defined in the Credit Agreement shall have the meaning assigned to such term in the Credit Agreement.  Each reference to "hereof", "hereunder", "herein" and "hereby" and each other similar reference and each reference to "this Agreement" and each other similar reference contained in the Credit Agreement shall from and after the date hereof refer to the Credit Agreement as amended hereby.

            2.                  Modification of the Credit Agreement.  The Borrower, the Agent and the Lenders do hereby modify and amend the Credit Agreement as follows:

                                (a)                By deleting the number "1.82" appearing in the fourth (4^th) line of the definition of "Pool Availability", appearing in Section 1.1 of the Credit Agreement, and inserting in lieu thereof the number "1.67";

                                (b)               By deleting the words and numbers "nine percent (9%)" appearing in the fifth (5^th) line of the definition of "Value", appearing in Section 1.1 of the Credit Agreement, and inserting in lieu thereof the words and numbers "eight and one-half percent (8.5%)";

                                (c)                By deleting the words and numbers "one hundred eighty-two percent (182%)" appearing in the sixth (6^th) line of Section 7.12(b)(i) of the Credit Agreement, and inserting in lieu thereof the words and numbers "one hundred sixty-seven percent (167%)"; and

1

                                (d)               By deleting in its entirety Section 9.1(f) of the Credit Agreement, and inserting in lieu thereof the following:

                                        "(f)       the Debt to Total Asset Value Ratio to exceed sixty (60%) at any time; and"

            3.                  Restatement of Representations and Warranties.  The Borrower and Guarantors hereby restate and renew each and every representation and warranty heretofore made by them in the Credit Agreement and the other Loan Documents as fully as if made on the date hereof (except to the extent such representations and warranties expressly relate to an earlier date) and with specific reference to this Third Amendment and all other loan documents executed and/or delivered in connection herewith.

            4.                  References to Credit Agreement.  All references in the Loan Documents to the Credit Agreement shall be deemed a reference to the Credit Agreement, as modified and amended herein.

            5.                  Acknowledgment of the Borrower and Guarantors.  The Borrower and Guarantors hereby acknowledge, represent and agree that the Loan Documents, as modified and amended herein, remain in full force and effect and constitute the valid and legally binding obligation of the Borrower and Guarantors enforceable against the Borrower and Guarantors in accordance with their respective terms, and that the execution and delivery of this Third Amendment does not constitute, and shall not be deemed to constitute, a release, waiver or satisfaction of the Borrower's or any Guarantors' obligations under the Loan Documents.

            6.                  No Default.  By execution hereof, the Borrower and Guarantors certify that each of them is and will be in compliance with all covenants under the Loan Documents after the execution and delivery of this Third Amendment, and that no Default or Event of Default has occurred and is continuing.

            7.                  Waiver of Claims. The Borrower and Guarantors acknowledge, represent and agree that none of the Borrower or any Guarantor has any defenses, setoffs, claims, counterclaims or causes of action of any kind or nature whatsoever with respect to the Loan Documents, the administration or funding of the Loan or with respect to any acts or omissions of the Agent or any Lender, or any past or present officers, agents or employees of the Agent or any Lender, and the Borrower and each Guarantor does hereby expressly waive, release and relinquish any and all such defenses, setoffs, claims, counterclaims and causes of action, if any.

            8.                  Ratification.  Except as hereinabove set forth, all terms, covenants and provisions of the Credit Agreement remain unaltered and in full force and effect, and the parties hereto do hereby expressly ratify and confirm the Loan Documents and the Credit Agreement as modified and amended herein.  Nothing in this Third Amendment shall be deemed or construed to constitute, and there has not otherwise occurred, a novation, cancellation, satisfaction, release, extinguishment or substitution of the indebtedness evidenced by the Notes or the other obligations of the Borrower and Guarantors under the Loan Documents.

                                                                             2                                                                            

            9.                  Counterparts.  This Third Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered (which may be by telecopier pursuant to Section 14 below) shall be deemed to be an original and all of which counterparts, taken together, shall constitute but one and the same instrument.

            10.              Section References.  Section titles and references used in this Third Amendment shall be without substantive meaning or content of any kind whatsoever and are not a part of the agreements among the parties hereto evidenced hereby.

            11.              Further Assurances.  The Borrower and Guarantors agree to take such further actions as the Agent shall reasonably request in connection herewith to evidence the amendments herein contained.

            12.              Governing Law.  This Third Amendment shall be governed by and construed and interpreted in accordance with, the laws of the State of Georgia.

            13.              Conditions Precedent.  This Third Amendment shall become effective only upon (i) execution hereof by the Agent and Arranger, and (ii) execution and return to counsel for the Agent at the telecopier number set forth below of a copy hereof by the Borrower, the Guarantors and the Requisite Lenders.  Executed copies hereof shall be sent by facsimile to counsel for the Agent, McKenna Long & Aldridge, LLP, Attention: William F. Timmons, at Telecopier number 404‑527‑4198, Confirmation number 404-527-8380.

[SIGNATURES COMMENCE ON NEXT PAGE]

                                                                             3                                                                            

            IN WITNESS WHEREOF, the Borrower, the Guarantors, the Agent, and the Lenders have caused this Third Amendment to be duly executed, under seal, by their duly authorized officers as of the day and year first above written.

BORROWER:

PARKWAY PROPERTIES LP, a Delaware limited

partnership

                                                                        By:       Parkway Properties General Partners, Inc., a

                                                                                    Delaware corporation, General Partner

                                                                        By:                                                                             
                                                                        Name:                                                                        
                                                                        Title:                                                                           

                                                                         By:                                                                             
                                                                         Name:                                                                        
                                                                         Title:                                                                           

GUARANTORS:

111 CAPITOL BUILDING LIMITED PARTNERSHIP,

a Delaware limited partnership

                                                                        By:       Parkway Jackson LLC, a Mississippi limited

                                                                                    liability company, its sole general partner

By:       Parkway Properties LP, a Delaware limited

            partnership, its sole member

By:       Parkway Properties General Partners,

            Inc., a Delaware corporation, its sole

            general partner

By:                                                      
Name:                                                 
Title:                                                    

By:                                                      
Name:                                                 
Title:                                                    

[Signatures Continued on Next Page]

                                                                             4                                                                            

[Signature Page to Third Amendment to Credit Agreement with Parkway Properties LP]

PARKWAY JACKSON LLC, a Mississippi limited

liability company, its sole general partner

                                                                        By:       Parkway Properties LP, a Delaware limited

                                                                                    partnership, its sole member

By:       Parkway Properties General Partners, Inc., a

            Delaware corporation, its sole general

            partner

By:                                                                  
Name:                                                             
Title:                                                                

By:                                                                  
Name:                                                             
Title:                                                                

PARKWAY LAMAR LLC, a Mississippi limited liability

company

                                                                        By:       Parkway Properties LP, a Delaware limited

                                                                                    partnership, its sole member

By:       Parkway Properties General Partners, Inc., a

            Delaware corporation, its sole general

            partner

By:                                                                  
Name:                                                             
Title:                                                                

By:                                                                  
Name:                                                             
Title:                                                                

[Signatures Continued on Next Page]

                                                                             5                                                                            

[Signature Page to Third Amendment to Credit Agreement with Parkway Properties LP]

PARKWAY PROPERTIES, INC., a Maryland

corporation

By:                                                                                          
Name:                                                                                     
Title:                                                                                        

By:                                                                                          
Name:                                                                                     
Title:                                                                                        

PARKWAY PROPERTIES, GENERAL PARTNERS,

INC., a Delaware corporation

By:                                                                                          
Name:                                                                                     
Title:                                                                                        

By:                                                                                          
Name:                                                                                     
Title:                                                                                        

LENDERS:

WACHOVIA BANK, NATIONAL ASSOCIATION, as

Agent, as a Lender, as Swingline Lender and as Issuing

Lender

By:                                                                                         
Name:                                                                                    
Title:                                                                                       

[Signatures Continued On Next Page]

                                                                             6                                                                            

[Signature Page to Third Amendment to Credit Agreement with Parkway Properties LP]

PNC BANK, NATIONAL ASSOCIATION,

as Syndication Agent and as a Lender

By:                                                                                         
Name:                                                                                    
Title:                                                                                       

JPMORGAN CHASE BANK, N.A. (successor by

merger to Bank One, NA), as Co-Documentation Agent

and as a Lender

By:                                                                                         
Name:                                                                                    
Title:                                                                                       

WELLS FARGO BANK, N.A., as Co-Documentation

Agent and as a Lender

By:                                                                                         
Name:                                                                                    
Title:                                                                                       

US BANK, NATIONAL ASSOCIATION

By:                                                                                         
Name:                                                                                    
Title:                                                                                       

[Signatures Continued On Next Page]

                                                                             7                                                                            

[Signature Page to Third Amendment to Credit Agreement with Parkway Properties LP]

KEYBANK NATIONAL ASSOCIATION

By:                                                                                         
Name:                                                                                    
Title:                                                                                       

TRUSTMARK NATIONAL BANK

By:                                                                                         
Name:                                                                                    
Title:                                                                                       

UNION PLANTERS BANK, NATIONAL

ASSOCIATION

By:                                                                                         
Name:                                                                                    
Title:                                                                                       

COMPASS BANK

By:                                                                                         
Name:                                                                                    
Title:                                                                                       

FIRST TENNESSEE BANK

By:                                                                                         
Name:                                                                                    
Title:                                                                                       

                                                                             8