
                                                                      EXHIBIT 12
 
                           HIGHWOODS PROPERTIES, INC.
 
      NOTES TO PRO FORMA STATEMENTS OF OPERATIONS (UNAUDITED) -- CONTINUED
 
2. ADJUSTMENTS TO THE UNAUDITED PRO FORMA CONDENSED COMBINING STATEMENT OF
OPERATIONS
 
   RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS
 
<TABLE>
<CAPTION>
                                                                                               PERIOD FROM
                                                  NINE MONTHS ENDED                           JUNE 14, 1994
                                                    SEPTEMBER 31,                            TO DECEMBER 31,
                                                        1997            1996       1995           1994           1993      1992
<S>                                               <C>                  <C>        <C>        <C>                <C>       <C>
Earnings(1)(2)
Income (loss) from continuing operations.......        $61,703         $48,242    $28,934        $ 8,159        $(155)    $(239)
Interest.......................................         33,082          24,699     12,101          4,955         5,185     5,059
Amortization of loan costs.....................          1,689           1,911      1,619            738            --        --
Total Earnings.................................        $96,474         $74,852    $42,654        $13,852        $5,030    $4,820
Fixed charges and preferred stock dividends (2)
Interest.......................................        $33,082         $24,699    $12,101        $ 4,955        $5,185    $5,059
Interest capitalized...........................          3,779           2,935        507             17            16        --
Amortization of loan costs expensed............          1,689           1,911      1,619            738            --        --
Amortization of loan costs capitalized.........             --              --         --             --            --        --
Total fixed charges............................        $38,550         $29,545    $14,227        $ 5,710        $5,201    $5,059
Preferred stock dividends......................          6,972              --         --             --            --        --
Ratio of earnings to fixed charges.............           2.50x           2.53x      3.00x          2.43x           --(3)     --(4)
Ratio of earnings to combined fixed charges and
  preferred stock dividends....................           2.12x           2.53x      3.00x          2.43x           --(3)     --(4)
</TABLE>
 
(1) The calculation does not include amortization of previously capitalized
    interest.
 
(2) On February 12, 1997, the Company issued 125,000 8 5/8% Series A Preferred
    Shares, which was its first issuance of preferred stock. On September 25,
    1997, the Company issued 6,900,000 8% Series B Preferred Shares, which was
    its second issuance of preferred stock.
 
(3) Earnings were inadequate to cover fixed charges by $171,000 for the year
    ended December 31, 1993.
 
(4) Earnings were inadequate to cover fixed charges by $239,000 for the year
    ended December 31, 1992.
 
                                      F-11
 
