COUSINS PROPERTIES INC — Director's Dealing 2003

Dec 12, 2003

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COUSINS PROPERTIES INC (CUZ)
CIK: 0000025232
Period of Report: 2003-12-01

Reporting Person: CHARLESWORTH TOM G (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2003-12-01	Common Stock	M	5316	$18.7751	Acquired	87322	Direct
2003-12-01	Common Stock	M	5155	$18.8527	Acquired	92477	Direct
2003-12-01	Common Stock	M	2827	$21.219	Acquired	95304	Direct
2003-12-01	Common Stock	F	8467	$30.35	Disposed	86837	Direct
2003-12-10	Restricted Stock	A	7428	$30.2	Acquired	7428	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2003-12-01	Options-(rights to buy) with tandem tax withholding rights	$18.7751	M	5316	Disposed	2007-11-25	Common Stock (5316)	Direct
2003-12-01	Options-(rights to buy) with tandem tax withholding rights	$18.8527	M	5155	Disposed	2008-11-17	Common Stock (5155)	Direct
2003-12-01	Options-(rights to buy) with tandem tax withholding rights	$21.219	M	2827	Disposed	2009-12-14	Common Stock (2827)	Direct
2003-12-10	Options-(rights to buy) with tandem tax withholding rights	$30.2	A	34284	Acquired	2013-12-10	Common Stock (34284)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	9753	Indirect
Common Stock	2760	Indirect
Performance Shares	18652	Direct

Footnotes

F1: The reporting person delivered 8,467 shares in payment of the exercise price.

F2: Represents the shares deemed allocated to the person as beneficiary in the Company's Profit Sharing Plan.

F3: Shares held by the reporting person as custodian for his financially dependent children under the Uniform Gifts to Minors Act. Reporting person disclaims beneficial ownership of all securities held by his children.

F4: Award of shares under Cousins Properties Incorporated 1999 Incentive Stock Plan. The shares will be paid in any event if the employee is employed approximately six years from the grant date. Such shares may be awarded earlier as follows: (i) In three years if Funds from Operations Per Shares ("FFOPS") has grown 15% per annum; (ii) In four years if FFOPS has grown by 14% per annum; and (iii) In five years if FFOPS has grown 13% per annum.

F5: Award of restricted stock shares under the Cousins Properties Incorporated (CPI) 1999 Incentive Stock Plan. These shares will vest 25% per year on each anniversary date of the grant, and CPI will hold these shares until such shares become vested. While the shares are being held prior to vesting, the reporting person will have the right to receive all cash dividends and to vote the restricted shares.

F6: 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.