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**Exhibit 31.2**

I, William R. Flatt, certifythat:

 

   1.   I have reviewed this quarterlyreport on Form 10-Q of Parkway Properties, Inc.;

-  Based     on my knowledge, this report does not contain any untrue statement of a     material fact or omit to state a material fact necessary to make the     statements made, in light of the circumstances under which such statements     were made, not misleading with respect to the period covered by this     report;-  Based     on my knowledge, the financial statements, and other financial information     included in this report, fairly present in all material respects the     financial condition, results of operations and cash flows of the     registrant as of, and for, the periods presented in this report;-  The     registrant's other certifying officer(s) and I are responsible for     establishing and maintaining disclosure controls and procedures (as     defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal     control over financial reporting (as defined in Exchange Act Rules     13a-15(f) and 15d-15(f)) for the registrant and have:
a)      Designedsuch disclosure controls and procedures, or caused such disclosure controls andprocedures to be designed under our

        supervision, to ensure that material information relating to the registrant,including its consolidated subsidiaries, is made known to us

        by others within those entities, particularly during the period in which thisreport is being prepared;

 

b)      Designedsuch internal control over financial reporting, or caused such internal controlover financial reporting to be designed under

        our supervision, to provide reasonable assurance regarding the reliability offinancial reporting and the preparation of financial

        statements for external purposes in accordance with generally acceptedaccounting principles;

 

c)     Evaluated the effectiveness of the registrant's disclosure controls andprocedures and presented in this report our conclusions about

        the effectiveness of the disclosure controls and procedures, as of the end ofthe period covered by this report based on such

        evaluation; and

 

d)     Disclosed in this report any change in the registrant's internal control overfinancial reporting that occurred during the registrant's

        most recent fiscal quarter (the registrant's fourth fiscal quarter in the caseof an annual report) that has materially affected, or is

        reasonably likely to materially affect, the registrant's internal control overfinancial reporting; and

 
-  The     registrant's other certifying officer(s) and I have disclosed, based on     our most recent evaluation of internal control over financial reporting,     to the registrant's auditors and the audit committee of the registrant's     board of directors (or persons performing the equivalent functions):
a)      Allsignificant deficiencies and material weaknesses in the design or operation ofinternal control over financial reporting which are

        reasonably likely to adversely affect the registrant's ability to record,process, summarize and report financial information; and 

 

b)      Anyfraud, whether or not material, that involves management or other employees whohave a significant role in the registrant's

        internal control over financial reporting.

 

Date:  November 4, 2005

                                                                                                                                     /s/William R. Flatt

                                                                                                                                    WilliamR. Flatt

                                                                                                                                     ChiefFinancial Officer