UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
 
                             WASHINGTON, D.C. 20549
 
                                    FORM 8-A
 
               FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                    PURSUANT TO SECTION 12(B) OR (G) OF THE
                        SECURITIES EXCHANGE ACT OF 1934
 
                     HIGHWOODS/FORSYTH LIMITED PARTNERSHIP
             (Exact name of registrant as specified in its charter)
 
                                                        
                     NORTH CAROLINA                                            56-1869557
             (State or other jurisdiction of                                (I.R.S. Employer
             incorporation or organization)                                Identification No.)


 
                       3100 Smoketree Court, Suite 600
                          Raleigh, North Carolina
                    (Address of principal executive offices)
                                     27604
                                   (Zip Code)
 
     SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
 
                                                       
TITLE OF EACH CLASS TO BE SO REGISTERED                   NAME OF EACH EXCHANGE ON WHICH EACH CLASS IS TO BE
                                                          REGISTERED
 
Highwoods/Forsyth Limited Partnership                     New York Stock Exchange
 
  % Notes due December 1, 2003
 
Highwoods/Forsyth Limited Partnership
 
  % Notes due December 1, 2006


 
     If this form relates to the registration of a class of debt securities and
is effective upon filing pursuant to General Instruction A(c)(1), please check
the following box:[x]
     If this form relates to the registration of a class of debt securities and
is to become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A(c)(2), please check the following box:[ ]
 
     SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
 
                                      NONE
 

 
                                                                                                    
ITEM 1.   DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
          A description of the   % Notes due December 1, 2003 and the   % Notes due December 1, 2006,
          of Highwoods/Forsyth Limited Partnership (the "Partnership"), is set forth under "Description
          of Notes," in the Prospectus Supplement dated November   , 1996, and under "Description of
          Debt Securities," in the accompanying Prospectus, which, together with the Prospectus
          Supplement, will be filed by the Partnership with the Securities and Exchange Commission
          pursuant to Rule 424(b) under the Securities Act of 1933.
ITEM 2.   EXHIBITS
          All exhibits required by Instruction II to Item 2 will be supplied to the New York Exchange.



                                   SIGNATURE
 
     Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.
 
                                          HIGHWOODS/FORSYTH LIMITED PARTNERSHIP
 
                                          By: HIGHWOODS PROPERTIES, INC.
 
                                          By: /s/       CARMAN J. LIUZZO
                                                     CARMAN J. LIUZZO
Date: November 12, 1996                              VICE PRESIDENT, (CFO)

 
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