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^*

Flatt William R

(Last)

(First)

(Middle)

ONE JACKSON PLACE, SUITE 1000

188 E. CAPITOL STREET

(Street)

JACKSON

39201

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PARKWAY PROPERTIES INC [ PKY ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
06/15/2005

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	05/31/2005		L⁽¹⁾		5.0367	A	$47.65	4,505.0367	D
Common Stock	06/15/2005		S⁽²⁾		5.0367	D	$48.78	4,500	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)
Stock Options	$31.125							06/05/2000	06/04/2008	Common Stock	1,500		1,500	D
Stock Options	$30.125							05/31/2002	05/30/2010	Common Stock	2,094		2,094	D
Stock Options	$33.65							07/23/2003	07/22/2011	Common Stock	2,500		2,500	D

Explanation of Responses:

1. This acquisition of 5.0367 shares was made under the Company's Dividend Reinvestment and Stock Purchase Plan (DRIP) and initially qualified for the reporting deferral under Rule 16a-6 under the Securities Exchange Act of 1934. As a result on the subsequent inadvertant sale of these shares on June 15, 2005, this acquisition no longer qualifies for the reporting deferral and the acquisition is being reported herein.

2. Prior to being appointed an executive officer, the reporting person participated in the direct stock purchase feature of the Company's DRIP. In light of the two business day reporting obligations under Section 16(a) of the Securities Exchange Act, the reporting person instructed the administrator of the Company's DRIP to cease his participation in the direct stock purchase program. Despite these instructions, the DRIP administrator purchased 5.0367 shares for the reporting person's account on May 31, 2005. When the reporting person questioned this purchase in light of his previous instructions, the DRIP administrator inadvertently sold these shares on July 15, 2005 and liquidated his account. As a result of this acquisition and subsequent disposition of these shares, the reporting person recognized a minor gain and paid such profit to the Company in compliance with Section 16(b) of the Securities Exchange Act.

Remarks:

	Michael C. Donlon, Attorney-in-Fact for William R. Flatt	06/17/2005
	** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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