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):  January 3, 2011

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 39201

(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))

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Item 7.01.                      Regulation FD Disclosure

The Board of Directors of Parkway Properties, Inc. previously designated the Audit Committee (the "Committee") to provide an independent review and evaluation of the allegations made in a shareholder demand letter dated July 15, 2010, by Parkway's former Chief Financial Officer, J. Mitchell Collins, as well as the allegations in the Amended Complaint filed by Mr. Collins in the Circuit Court of Hinds County, Mississippi.

The Committee consists of four independent Directors, two of which joined Parkway's Board of Directors after Mr. Collins' employment terminated.  The Committee engaged Fulbright & Jaworski L.L.P. ("Fulbright") as outside legal counsel to assist with the process.  Fulbright is a full-service international law firm with extensive experience in such matters and had never been retained by Parkway prior to this engagement.  Fulbright also retained Navigant Consulting (PI) LLC to provide forensic accounting assistance.

After thoroughly investigating the allegations in good faith and fully informing itself of all material facts relevant thereto, the Committee believes that the Company did not operate in a fraudulent or misleading manner regarding either the termination of Mr. Collins or the disclosure of the Company's 2010 earnings guidance.  Further, the Committee has determined that it would not serve the interests of Parkway or its shareholders for the Company to take any of the further actions requested in the demand letter.

A copy of Fulbright's letter, on behalf of the Committee and dated December 21, 2010, to counsel for Mr. Collins is attached hereto as Exhibit 99.  The information set forth in Items 7.01 and 9.01 of this Form 8-K shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not incorporated by reference into any filing of Parkway Properties, Inc., whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Item 9.01                      Financial Statements and Exhibits

(d)           Exhibits

99           Letter from Fulbright & Jaworski L.L.P. dated December 21, 2010

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:           January 3, 2011

                                                                                                     PARKWAY PROPERTIES, INC.

                                                                                                     By: /s/ Mandy M. Pope                                                                 

                                                                                                  Mandy M. Pope

                                                                                                                                              ;                                                                     Executive Vice President and Chief

                                                                                                                                              ;                                                                     Accounting Officer

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EX-99

Exhibit 99

FULBRIGHT & JAWORSKI L.L.P.

A REGISTERED LIMITED LIABILITY PARTNERSHIP

FULBRIGHT TOWER

1302 MCKINNEY, SUITE 5100

HOUSTON, TEXAS 77010-3095

WWW.FULBRIGHT.COM

GERARD G. PECHT	DIRECT DIAL:	(713) 651-5243
PARTNER	TELEPHONE:	(713 )651-5151
GPECHT@FULBRIGHT.COM	FACSIMILE:	(713) 651-5246

December 21, 2010

Via Electronic Mail mchoy@burr.com

Michael K.K. Choy

Burr Forman LLP

420 North 20th Street

Suite 3400

Birmingham, Alabama 35203

Re:           July 15, 2010 Letter

Dear Mr. Choy:

This is in further response to your letter of July 15, 2010 (the "July 15 Letter"), in which you requested on behalf of J. Mitchell Collins that the Board of Directors of Parkway Properties investigate the allegations described in the July 15 Letter, as well as the allegations in the Amended Complaint filed by Mr. Collins in J. Mitchell Collins v. Parkway Properties, Inc., Cause No. 251-10-000335, In the Circuit Court of Hinds County, Mississippi First Judicial District (the "Amended Complaint").  The July 15 Letter further requested that the Board "take immediate remedial action to publicly correct the aforementioned inaccuracies and incorrect financial information, as well as to compensate shareholders for lost share value ."

As explained in my August 12, 2010 letter, on July 27, 2010, Parkway's Board of Directors designated the Audit Committee to review and evaluate the claims made in the July 15 Letter and Amended Complaint (the "Investigation").  The Audit Committee engaged Fulbright & Jaworski L.L.P. ("Fulbright") as outside legal counsel to assist with, and provide advice with respect to, the Investigation. Fulbright retained Navigant Consulting (PI) LLC to provide forensic accounting assistance in connection with the Investigation.

The scope of the Investigation encompassed the issues raised in the July 15 Letter and the Amended Complaint, as well as the issues raised by Mr. Collins: (i) in his prior complaint with the Occupational Safety and Health Administration; (ii) in the various written correspondence provided by Mr. Collins or his counsel during the Investigation; and (iii) during his meeting with the Audit Committee on November 19 and 20, 2010 (all such allegations collectively, the "Allegations").  Fulbright conducted an extensive search for documents relevant to the

Michael K.K. Choy

December 21, 2010

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Allegations and reviewed thousands of pages of documents in connection with the Investigation.  Fulbright, Navigant, and members of the Audit Committee also conducted numerous interviews of persons knowledgeable about the issues raised by the Allegations and met in person with Mr. Collins on November 19 and 20, 2010.  The Audit Committee also met on numerous occasions throughout the Investigation, by telephone and in person, to discuss the Allegations and the progress and :findings of the Investigation.

The Audit Committee has now completed the Investigation.  After thoroughly investigating the Allegations in good faith and fully informing itself of all material facts relevant thereto, the Audit Committee has determined that it would not serve the interests of Parkway Properties or its shareholders for the Company to take any of the further actions requested in the July 15 Letter.

 Very truly yours,

 /s/ Gerard G. Pecht

 Gerard G. Pecht

GGP/tl