Edgar Filing: GIBSON RONALD P

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

GIBSON RONALD P

2. Issuer Name and Ticker or Trading Symbol
HIGHWOODS PROPERTIES INC [HIW]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

C/O HIGHWOODS PROPERTIES, INC., 3100 SMOKETREE COURT, SUITE 600

3. Date of Earliest Transaction (Month/Day/Year)
12/15/2004

(Street)

RALEIGH, NC, NC 27604

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock								163,626 ⁽¹⁾	D
Common Stock	01/03/2005		M		100	A	$ 12.1 ⁽²⁾	163,726	D
Common Stock	01/03/2005		S		100	D	$ 27.73	163,626	D
Common Stock	01/03/2005		M		100	A	$ 12.1 ⁽²⁾	163,726	D
Common Stock	01/03/2005		S		100	D	$ 27.71	163,626	D
Common Stock	01/03/2005		M		4,600	A	$ 12.1 ⁽²⁾	168,226	D
Common Stock	01/03/2005		S		4,600	D	$ 27.7	163,626	D
Common Stock	01/03/2005		M		5,100	A	$ 12.1 ⁽²⁾	168,726	D
Common Stock	01/03/2005		S		5,100	D	$ 27.66	163,626	D
Common Stock	01/03/2005		M		500	A	$ 12.1 ⁽²⁾	164,126	D
Common Stock	01/03/2005		S		500	D	$ 27.6	163,626	D
Common Stock	01/03/2005		M		500	A	$ 12.1 ⁽²⁾	164,126	D
Common Stock	01/03/2005		S		500	D	$ 27.59	163,626	D
Common Stock	01/03/2005		M		700	A	$ 12.1 ⁽²⁾	164,326	D
Common Stock	01/03/2005		S		700	D	$ 27.58	163,626	D
Common Stock	01/03/2005		M		4,800	A	$ 12.1 ⁽²⁾	168,426	D
Common Stock	01/03/2005		S		4,800	D	$ 27.57	163,626	D
Common Stock	01/03/2005		M		32,800	A	$ 12.1 ⁽²⁾	196,426	D
Common Stock	01/03/2005		S		32,800	D	$ 27.55	163,626	D
Common Stock	01/03/2005		M		700	A	$ 12.1 ⁽²⁾	164,326	D
Common Stock	01/03/2005		S		700	D	$ 27.5	163,626	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Units ⁽³⁾

⁽⁴⁾

12/15/2004

9,125

⁽⁴⁾

Common Stock

9,125

⁽⁴⁾

56,352

Units ⁽³⁾

⁽⁴⁾

12/22/2004

1,617

⁽⁴⁾

Common Stock

1,617

⁽⁴⁾

54,735

Units ⁽³⁾

⁽⁴⁾

12/22/2004

1,797

⁽⁴⁾

Common Stock

1,797

⁽⁴⁾

52,938

Units ⁽³⁾

⁽⁴⁾

12/22/2004

360

⁽⁴⁾

Common Stock

360

⁽⁴⁾

52,578

Units ⁽³⁾

⁽⁴⁾

12/22/2004

360

⁽⁴⁾

Common Stock

360

⁽⁴⁾

52,218

Units ⁽³⁾

⁽⁴⁾

12/22/2004

180

⁽⁴⁾

Common Stock

180

⁽⁴⁾

52,038

Units ⁽³⁾

⁽⁴⁾

12/22/2004

1,797

⁽⁴⁾

Common Stock

1,797

⁽⁴⁾

50,241

Stock Option (right to buy)

$ 12.1 ⁽²⁾

01/03/2005

49,900

⁽⁵⁾

02/28/2010

Common stock

49,900

⁽⁶⁾

198,801 ⁽⁷⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
GIBSON RONALD P C/O HIGHWOODS PROPERTIES, INC. 3100 SMOKETREE COURT, SUITE 600 RALEIGH, NC, NC 27604	X

Signatures

Cynthia M. Latvala, for Ronald P. Gibson		01/04/2005
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Includes 646 shares acquired in 2004 through the issuer's employee stock purchase plan, and an additional 1,901 shares acquired through reinvestment of dividends pursuant the issuer's DRIP.
(2)	Exercise price adjusted pursuant to terms approved at the time of grant.
(3)	Limited partnership units in the issuer's operating partnership.
(4)	Each limited partnership unit in the issuer's operating partnership may be redeemed for cash equal to the fair market value of a share of the issuer's common stock or, at the election of the issuer, a share of the issuer's common stock.
(5)	Option vests ratably on the first through fourth anniversaries of grant date.
(6)	Please refer to the Exercise Price in Table II, Column 2.
(7)	Total stock options granted was 248,701. 50,000 of the stock options granted have an exercise price, subject to adjustment, of $12.10 as of 01/03/2005. The exercise price of the remaining 198,701 is $20.69.

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