**                                                                                                                                       Exhibit 10.15**

**SECOND AMENDMENT TO**

**LIMITED PARTNERSHIP AGREEMENTOF**

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

            THIS SECOND AMENDMENT TO LIMITED PARTNERSHIPAGREEMENT OF PARKWAY PROPERTIES OFFICE FUND, L.P. (the "Partnership"), aDelaware limited partnership ("Amendment") is made as of August ___, 2007 byand among, PKY FUND, LLC, a Delaware limitedliability company, as the sole general partner of the Partnership ("GeneralPartner"), Parkway Properties LP, a Delaware limited partnership ("Parkway"),and PERS Holding Company Limited, L.L.C. ("PERS Holding" and togetherwith Parkway, the "Limited Partners").  The General Partner and theLimited Partners are hereinafter sometimes referred to collectively as the "Partners".

            WHEREAS, the Partners executed that certainLimited Partnership Agreement of Parkway Properties Office Fund, L.P, dated asof June 30, 2005, as amended by that First Amendment to Limited PartnershipAgreement dated as of October 27, 2006 (as amended, the "PartnershipAgreement").

            WHEREAS, the Partners desire to amend the InvestmentGuidelines on Schedule 1 of the Partnership Agreement and to redefine the term"Investment" as used in the Partnership Agreement.

            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 first sentence of Schedule 1 Investment Guidelines shall be revisedto delete the language that reads:  "and to provide a current,cash-on-cash return to the Limited Partner of at least 7%".  The first sentenceof Schedule I Investment Guidelines shall now read as follows:

                                    TheGeneral Partner's objective is to provide a total leveraged internal rate ofreturn net to the Limited Partners of at least 11%. 

 

2.         ArticleII Definitions.   The definition "Investment" is hereby amended and restated in itsentirety to read as follows:

 

            "Investment"shall mean a direct or indirect equity or debt investment by the Partnership inmulti-tenant office properties containing 150,000 to 1,000,000 rentable squarefeet that are at least sixty percent (60%) leased and located in one of theCore Markets and of similar quality to properties generally acquired by Parkwayfor its own portfolio.    

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

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            4.         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.

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

** **

By:__________________________  Name:________________________  Title:_________________________                                                                                                                                                                        |

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