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): April 29, 1996


                           HIGHWOODS PROPERTIES, INC.
             (Exact name of registrant as specified in its charter)



                                    Maryland
                            (State of Incorporation)




            1-13100                                      56-1871668
     (Commission File Number)                 (IRS Employer Identification No.)


  3100 Smoketree Court, Suite 600                          27604
     Raleigh, North Carolina                             (Zip Code)
(Address of principal executive offices)




                                 (919) 872-4924
              (Registrant's telephone number, including area code)






Item 2: Acquisition or Disposition of Assets

         On April 29, 1996, Highwoods  Properties,  Inc.  ("Highwoods")  entered
into a Stock  Purchase  Agreement  with the owners of  approximately  83% of the
common stock of Crocker Realty Trust, Inc. ("Crocker").  In addition,  Highwoods
has  signed an  Agreement  and Plan of Merger  with  Crocker  pursuant  to which
Highwoods will acquire 100% of Crocker's common stock.  The  transaction,  which
has been approved by each  company's  Board of  Directors,  is expected to close
in the third quarter of 1996.

         The Crocker  portfolio  consists  of 70  suburban  office  properties
encompassing  5.7 million  square feet.  Crocker's  properties are located in 16
southeastern  markets,  of which five are existing  Highwoods markets (including
Charlotte,  NC; Raleigh, NC; and Nashville, TN) and 11 represent new markets for
Highwoods (including  Greenville,  SC; Tampa, FL; Memphis, TN; and Atlanta, GA).
The  properties  are 95%  leased and are  primarily  located  in  business  park
settings.  Highwoods  will not acquire  undeveloped  land in the  transaction. 
Crocker  is expected to distribute 243 acres of undeveloped land and certain
other assets, net of certain liabilities, to its shareholders prior to the
merger.

         After the completion of the transaction,  the Highwoods  portfolio will
be  comprised  72% of  suburban  office,  17% of  industrial  and 11% of service
properties  based upon square  footage  and will  include  165  suburban  office
properties,  35 industrial  properties and 69 service properties.  The portfolio
occupancy rate is expected to be approximately 94%.

         Under the terms of the Stock Purchase Agreement, Highwoods will acquire
for $11.02 per share in cash, subject to adjustment, the  common  stock of
Crocker  owned by (i) AP CRTI Holdings,  L.P., an affiliate of Apollo Real
Estate Advisors, (ii) AEW Partners, L.P. (an investment  partnership  advised by
Aldrich  Eastman  Waltch) and (iii) Crocker management (Thomas J. Crocker and
his wife, Barbara F. Crocker, Richard S. Ackerman and Robert E. Onisko). The
shares to be purchased under this agreement total 22.4 million of the
approximately  27.0  million  Crocker common  shares outstanding. The remaining
shares will be purchased for the same cash price per share pursuant  to the
Agreement  and  Plan of  Merger.  The  aggregate  value of the transaction is
approximately  $540 million,  including the assumption of certain Crocker
indebtedness.  The Stock  Purchase  Agreement and Agreement and Plan of Merger
are irrevocable, subject to certain limited conditions of closing.

         Highwoods expects to finance the cash purchase of Crocker's shares
initially by utilizing the proceeds from a $250 million  unsecured  credit
facility and a $100 million  unsecured  interim facility led by NationsBank. The
credit  facility  commitment is an increase from the current  amount  of $140
million.  Both the  credit  facility  and the  interim facility bear  interest
at a rate of LIBOR + 150 basis points.  The $250 million facility has a 36-month
term with certain  conversion  rights after nine months. Highwoods'  objective
is to maintain a conservative  and flexible balance sheet, and,  therefore,  the
company  intends  to  finance the merger on a permanent  basis  through the
issuance of a  combination  of private and public equity.


Item 7. Financial Statements and Exhibits

         (a) Financial statements of business acquired

             It is impracticable to provide the required financial statements at
             the time of the  filing  of this  report.  The  required  financial
             statements will be filed as soon as practicable, but not later than
             July 12, 1996.

         (b) Pro forma financial statements

             See text at Item 7(a).

         (c) Exhibits

              2.1   Stock Purchase  Agreement among AP CRTI Holdings,  L.P., AEW
                    Partners,  L.P.,  Thomas J.  Crocker,  Barbara  F.  Crocker,
                    Richard  S.  Ackerman  and Robert E.  Onisko  and  Highwoods
                    Properties, Inc. and Cedar Acquisition Corporation, dated as
                    of April 29, 1996.  (Incorporated  by reference to Exhibit A
                    of Schedule 13D of Highwoods  Properties,  Inc., dated April
                    29, 1996.)



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              2.2   Agreement  and  Plan  of  Merger  by  and  among   Highwoods
                    Properties,  Inc.,  Crocker  Realty  Trust,  Inc.  and Cedar
                    Acquisition  Corporation,   dated  as  of  April  29,  1996.
                    (Incorporated  by reference to Exhibit B of Schedule 13D of
                    Highwoods Properties, Inc., dated April 29, 1996.)

              10.1  Amended and restated  Commitment Letter between NationsBank,
                    N.A. and Highwoods/Forsyth Limited Partnership,  dated as of
                    May 7,  1996.  (Incorporated  by  reference  to Exhibit C of
                    Schedule 13D of Highwoods Properties,  Inc., dated April 29,
                    1996.)


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                                   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 thereunto duly authorized.


                                      HIGHWOODS PROPERTIES, INC.


                                      /s/ Carman J. Liuzzo
                                      ------------------------------------------
                                      Carman J. Liuzzo
                                      Vice President and Chief Financial Officer



Date: May 14, 1996


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