**Exhibit 10.14**

**FIRST AMENDMENT TO**

**LIMITED PARTNERSHIP AGREEMENTOF**

**PARKWAY PROPERTIES OFFICEFUND, L.P.**

            THIS FIRST AMENDMENT TO LIMITED PARTNERSHIPAGREEMENT OF PARKWAY PROPERTIES OFFICE FUND, L.P. (the "Partnership"), a Delawarelimited partnership ("Amendment") is made as of October ___, 2006 by and among,PKY FUND, LLC, a Delaware limited liability company,as the sole general partner of the Partnership ("General Partner"),Parkway Properties LP, a Delaware limited partnership ("Parkway"), andPERS Holding Company Limited, L.L.C. ("PERS Holding" and together withParkway, the "Limited Partners").  The General Partner and the LimitedPartners are hereinafter sometimes referred to collectively as the "Partners".

            WHEREAS, the Partners executed that certainLimited Partnership Agreement of Parkway Properties Office Fund, L.P. (the"Partnership Agreement"), dated as of June 30, 2005.

            WHEREAS, the Partners desire to amend thedefinition of "Core Market" in the Partnership Agreement to add Memphis,Tennessee as an additional primary targeted markets.

            NOW, THEREFORE, in consideration of the mutualcovenants herein contained, and other valuable consideration, the receipt andsufficiency of which are hereby acknowledged, and intending to be legally boundhereby, the parties hereto do hereby agree as follows:

            1.         The definition of "Core Market"in ARTICLE II shall be deleted in its entirety and replaced with the following:

                                    "**CoreMarket**" shall mean the Partnership's primary targeted markets of thegreater metropolitan areas of Houston, Texas; Chicago, Illinois; Atlanta,Georgia; Phoenix, Arizona; Charlotte, North Carolina; Jacksonville, Florida;Orlando, Florida; Tampa, Florida; Fort Lauderdale, Florida; and Memphis,Tennessee; which targeted markets may be expanded by the General Partners fromtime to time upon the unanimous written approval of the Limited Partners.

            2.         NoOther Amendments.  In all other respects the Partnership Agreement shallremain in full force and effect as executed by the Partners.

            3.         Facsimile/PDFSignatures.  In order to expedite the execution of this Amendment,telecopied or PDF signatures may be used in place of original signatures onthis Amendment.  Partners intend to be bound by the signatures on thetelecopied or PDF document, are aware that the other party will rely on suchsignatures, and hereby waive any defenses to the enforcement of the terms ofthis Amendment based on the form of signature.

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            4.         Counterparts. This Amendment may be executed and delivered in any number of counterparts,each of which so executed and delivered shall be deemed to be an original andall of which shall constitute one and the same instrument.

IN WITNESS WHEREOF, theparties hereto have executed this Amendment as of the date first above written.

| **GENERAL  PARTNER:** | **PKY FUND,  LLC**, a Delaware limited liability company

By:__________________________  Name:________________________  Title:_________________________

By**:__________________________**Name:________________________  Title:_________________________

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|-----------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| **PARKWAY**:          | **PARKWAY  PROPERTIES LP**, a Delaware limited partnership

By:  Parkway  Properties General Partners, Inc., a Delaware corporation, its sole general  partner

By:__________________________  Name:________________________  Title:_________________________

By:__________________________  Name:________________________  Title:_________________________

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| **PERS:**             | **PERS HOLDING  COMPANY LIMITED, L.L.C**.,  a Delaware limited liability company

** **

By:__________________________  Name:________________________  Title:_________________________

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