**Exhibit 31.2**

I, William R. Flatt, certifythat:

    1.   I have reviewed this annual reporton Form 10-K 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)  Designed such disclosure controlsand procedures, or caused such disclosure controls and procedures to bedesigned under our supervision, to ensure that material information relating tothe registrant, including its consolidated subsidiaries, is made known to us byothers within those entities, particularly during the period in which thisreport is being prepared;

b)  Designed such internal controlover financial reporting, or caused such internal control over financialreporting to be designed under our supervision, to provide reasonable assuranceregarding the reliability of financial reporting and the preparation offinancial statements for external purposes in accordance with generallyaccepted accounting principles;

c)   Evaluated the effectiveness of theregistrant's disclosure controls and procedures and presented in this reportour conclusions about the effectiveness of the disclosure controls andprocedures, as of the end of the period covered by this report based on suchevaluation; and

d)  Disclosed in this report anychange in the registrant's internal control over financial reporting thatoccurred during the registrant's most recent fiscal quarter (the registrant'sfourth fiscal quarter in the case of an annual report) that has materially affected,or is reasonably likely to materially affect, the registrant's internal controlover financial 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)  All significant deficiencies andmaterial weaknesses in the design or operation of internal control overfinancial reporting which are reasonably likely to adversely affect theregistrant's ability to record, process, summarize and report financialinformation; and 

b)  Any fraud, whether or notmaterial, that involves management or other employees who have a significantrole in the registrant's internal control over financial reporting.

Date:  March 14, 2006

                                                                                             /s/William R. Flatt

                                                                                             WilliamR. Flatt                                                                                             ChiefFinancial Officer