COUSINS PROPERTIES INC — Director's Dealing 2003

Dec 19, 2003

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COUSINS PROPERTIES INC (CUZ)
CIK: 0000025232
Period of Report: 2003-12-17

Reporting Person: JONES CRAIG B (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2003-12-17	Common Stock	M	5316	$18.7751	Acquired	20016	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2003-12-17	Options-(rights to buy) with tandem tax withholding rights	$18.7751	M	5316	Disposed	2007-11-25	Common Stock (5316)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	10736	Indirect
Common Stock	1509	Indirect

Footnotes

F1: Represents the shares deemed allocated to the reporting person as beneficiary in the Company's Profit Sharing Plan.

F2: Shares held as trustee in a trust for the benefit of the reporting person's children. The change in shares deemed allocated to the reporting person is due to the reinvestment of proceeds of the dividends held in the trust.

F3: These options were granted under various Cousins Properties Incorporated Employee Stock Option Plans between November 21, 1995 and December 10, 2003 at exercisable prices between $11.1719 and $30.20 per share, and will expire between November 21, 2005 and December 10, 2013. For options granted prior to December 28, 2000, 20% of the options become exercisable each year on the anniversary of the grant date, with the shares being 100% vested in year 5 of the grant term. For options granted on or after December 28, 2000, 25% of the options become exercisable each year on the anniversary of the grant date, with shares being 100% vested in year 4 of the grant term. The Plan under which these options were granted complies with Rule 16b-3 and provides for tax withholding.

F4: On September 16, 2003, the number of options beneficially owned and the corresponding exercise prices were adjusted due to the payment of a special dividend. The number of options increased by approximately 7.4% and the exercise price decreased by approximately 6.9%.