SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~April 29~~May 27, 2009

HIGHWOODS PROPERTIES, INC.

(Exact name of registrant as specified in its charter)

~~Maryland~~	Maryland	1001-13100	56-1871668	~~56-1871668~~
(State of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)
	(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)

HIGHWOODS REALTY LIMITED PARTNERSHIP

(Exact name of registrant as specified in its charter)

~~North Carolina~~	North Carolina	000-21731	56-1869557	~~56-1869557~~
(State of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)
	(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)

3100 Smoketree Court, Suite 600

Raleigh, North Carolina 27604

(Address of principal executive offices, zip code)

Registrants’ telephone number, including area code: (919) 872-4924

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrants under any of the following provisions:

¨o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 28.0201. ~~Results~~Other ~~of Operations and Financial Condition~~Events.

On ~~April 29~~ May 27, 2009, weHighwoods ~~issued~~Properties, aInc. ~~press~~(the ~~release~~“Company”) ~~announcing~~entered ~~financial~~into ~~information~~an ~~for~~underwriting ~~the~~agreement ~~quarter~~with ~~ended~~Merrill ~~March 31~~Lynch, ~~2009.~~Pierce, ~~This~~Fenner ~~press~~& ~~release~~Smith isIncorporated, ~~attached~~Wachovia Capital Markets, LLC and Morgan Stanley & Co. Incorporated, as ~~Exhibit~~representatives 99of the several underwriters, relating to an offering of 6,100,000 shares of the Company’s common stock.1. In addition, wethe ~~posted~~Company ongranted ~~our~~to ~~web~~the ~~site~~underwriters ~~supplemental~~an ~~information~~option ~~regarding~~for ~~our operations~~30 ~~for~~days ~~the~~to ~~quarter~~purchase ~~ended~~up ~~March 31,~~to ~~2009~~915,000 aadditional ~~copy~~shares of ~~which~~common isstock ~~attached~~to ascover ~~Exhibit~~overallotments, 99if any.2 The offering was made pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-149733). The closing of the offering, which included the full exercise of the underwriters’ over-allotment option, occurred on June 1, 2009.

Item 9.01.

Financial Statements and Exhibits.

(d)

Exhibits

No.		Description
99.1		Press Release dated April 29, 2009
99.2		Supplemental information for the quarter ended March 31, 2009

No.

Description

1	Underwriting Agreement

5	Opinion of DLA Piper LLP (US) re legality

8	Opinion of DLA Piper LLP (US) re tax matters

23	Consent of DLA Piper LLP (US) (included in Exhibits 5 and 8)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, each of the registrants has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

HIGHWOODS PROPERTIES, INC. By: /s/ ~~Jeffrey~~JEFFREY D. ~~Milller~~MILLER Jeffrey D. Miller Vice President, General Counsel and Secretary ~~HIGHWOODS REALTY LIMITED PARTNERSHIP By: Highwoods Properties, Inc., its general partner By: /s/ Jeffrey D. Miller Jeffrey D. Miller Vice President, General Counsel and Secretary~~

~~Dated~~HIGHWOODS REALTY LIMITED PARTNERSHIP By: ~~April~~Highwoods 30Properties, ~~2009~~Inc., its general partner By: /s/ JEFFREY D. MILLER Jeffrey D. Miller Vice President, General Counsel and Secretary

Dated: June 1, 2009

Filing Compare · HIGHWOODS REALTY LTD PARTNERSHIP