Form 12b-25



FORM 12b-25

Commission File Number     001-13100    


(Check One): ¨ Form 10-K ¨ Form 11-K ¨ Form 20-F x Form 10-Q ¨ Form N-SAR

For Period Ended:             June 30, 2006                                                                                 


¨ Transition Report on Form 10-K

   ¨ Transition Report on Form 10-Q

¨ Transition Report on Form 20-F

   ¨ Transition Report on Form N-SAR

¨ Transition Report on Form 11-K


For the Transition Period Ended:                                                                                                                                                                                                      

Read attached instruction sheet before preparing form. Please print or type.

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:                                                                                                                                                                                                                                                         

Part I. Registrant Information

Full name of registrant:    Highwoods Properties, Inc.                                                                                          

Former name if applicable:    N/A                                                                                                                           

Address of principal executive office (Street and number):    3100 Smoketree Court, Suite 600                         

City, State and Zip Code:    Raleigh, North Carolina 27604                                                                                 

Part II. Rule 12b-25 (b) and (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check appropriate box.)


x (a) The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;


x (b) The subject annual report, semi-annual report, transition report on Form 10-K, 20-F, 11-K or Form N-SAR, or portion thereof will be filed on or before the 15th calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q, or portion thereof will be filed on or before the fifth calendar day following the prescribed due date; and


¨ (c) The accountant’s statement or other exhibit required by Rule 12(b)-25(c) has been attached if applicable.

Part III. Narrative

State below in reasonable detail the reasons why Form 10-K, 11-K, 20-F, 10-Q, N-SAR or the transition report portion thereof could not be filed within the prescribed time period. (Attach extra sheets if needed.)

As reported in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2006, which was filed on July 19, 2006, during the second quarter of 2006, to remediate our material weakness regarding the use of and dependence upon manually prepared spreadsheets in accumulating and consolidating restatement adjustments recorded in connection with our historical financial statements, we began to record in our general ledger all of the restatement adjustments related to our amended 2003 Annual Report and our 2004 Annual Report on Form 10-K (including ongoing effects of such adjustments to 2005 balances), which should reduce the likelihood of errors in our future consolidated financial statements by lessening our reliance upon such manually prepared spreadsheets in the financial statement close process. Due to the time and resources devoted to this project, we cannot file our Quarterly Report on Form 10-Q for the quarter ended June 30, 2006 within the prescribed time period because we have not yet finalized our financial results for the second quarter of 2006. Information about our second quarter 2006 leasing and operational statistics is available in the “Investor Relations/Quarterly Earnings” section of our website at

Part IV. Other Information

(1) Name and telephone number of person to contact in regard to this notification


Terry L. Stevens (Chief Financial Officer)   (919) 862-4924
(Name)   (Area code) (Telephone number)

(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s).

x    Yes    ¨    No

(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?

¨    Yes    x    No

If so: attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.


Highwoods Properties, Inc.

(Name of registrant as specified in charter)

Has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized.


Date: August 10, 2006     By:   /s/ Terry L. Stevens

Terry L. Stevens

Vice President and Chief Financial Officer