Filed pursuant to Rule 424(b)(2).
                                               SEC file no: 333-39247


PROSPECTUS SUPPLEMENT
- ---------------------
(TO PROSPECTUS DATED OCTOBER  27, 1998)


                           HIGHWOODS PROPERTIES, INC.

                          70,500 SHARES OF COMMON STOCK

        This prospectus supplement and the accompanying prospectus relate to the
offer and sale of shares of common stock of Highwoods Properties, Inc. in the
following amounts and at the following prices: 70,500 shares at $26.3125 per
share. We are selling such shares in settlement of our forward equity
transaction with UBS AG, London Branch ("UB-LB"), which is described in the
accompanying prospectus.

        We are offering and selling the above shares to the public through
Warburg Dillon Read LLC, a broker-dealer affiliate of UB-LB, who will sell the
shares on the New York Stock Exchange.

        We will use the proceeds from such sales to settle part of our forward
equity transaction with UB-LB. See "Use of Proceeds" at page 14 in the
accompanying prospectus.

        UB-LB and Warburg Dillon Read LLC are underwriters with respect to this
offering. See "Plan of Distribution" at page 2 of this prospectus supplement
and page 38 of the accompanying prospectus.

        Our shares are listed for trading on the New York Stock Exchange under
the symbol "HIW." On May 27, 1999, the last reported sale price of our common
stock on the New York Stock Exchange was $26.5625 per share.

        SEE "RISK FACTORS" AT PAGE 5 OF THE ACCOMPANYING PROSPECTUS FOR
CERTAIN FACTORS THAT YOU SHOULD CONSIDER BEFORE YOU INVEST IN THE SHARES. In
addition, we have filed reports with the Securities and Exchange Commission
since the date of the accompanying prospectus, including our annual report on
Form 10-K for the year ended December 31, 1998. You should be aware that we have
updated the discussion of our agreements with UB-LB in these reports, and you
should review them carefully before investing in our common stock.

        THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED
OF THESE SECURITIES, OR DETERMINED IF THIS PROSPECTUS SUPPLEMENT OR THE
PROSPECTUS IS TRUTHFUL OR COMPLETE. NEITHER HAS ANY STATE SECURITIES COMMISSION
APPROVED OR DISAPPROVED OF THESE SECURITIES, OR DETERMINED IF THIS PROSPECTUS
SUPPLEMENT OR THE PROSPECTUS IS TRUTHFUL OR COMPLETE. IT IS ILLEGAL FOR ANY
PERSON TO TELL YOU OTHERWISE.

                   The date of this prospectus supplement is May 28, 1999.




                              PLAN OF DISTRIBUTION

        ADDITIONAL INFORMATION REGARDING THE PLAN OF DISTRIBUTION OF THE SHARES
IS SET FORTH AT PAGE 38 OF THE ACCOMPANYING PROSPECTUS. WE ENCOURAGE YOU TO READ
THE INFORMATION IN THE PROSPECTUS FOR A COMPLETE DESCRIPTION OF THE COMPANY'S
ARRANGEMENTS WITH UB-LB, INCLUDING INDEMNIFICATION ARRANGEMENTS.

        This Prospectus Supplement relates to the offer and sale of 70,500
shares of Common Stock by the Company. The shares were purchased by UB-LB, as
successor to UBS, pursuant to agreements entered into in August of 1997 and
subsequently amended. The agreements (as amended through August 28, 1998) are
described in the accompanying Prospectus. Subsequent to August 28, 1998, the
agreements were amended again as described in the Company's Form 10-K for the
year ended December 31, 1998, which is incorporated by reference into the
accompanying Prospectus. Among the terms described therein is the Company's
payment of $12.8 million to UB-LB to "buy down" the Forward Price by
approximately $7.10. In addition, the subsequent amendments provide for
additional compensation to UB-LB of $235,000.

        UB-LB has engaged Warburg Dillon Read LLC, a broker-dealer affiliate of
UB-LB, to participate in the distribution of the shares. UB-LB and Warburg
Dillon Read LLC are underwriters with respect to the offering of the shares.

        In addition to the underwriters' compensation described herein and in
the accompanying Prospectus, the Company's expenses in connection with the
offering of these 70,500 shares and the remaining Shares are expected to total
approximately $115,000, consisting of:

          o    $75,000 in legal fees,

          o    $23,314 in registration fees, and

          o    $16,686 in other expenses.