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: 2003-12-10

Reporting Person: FLEMING JAMES A (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2003-12-10	Restricted Stock	A	2668	$30.2	Acquired	2668	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2003-12-10	Options-(rights to buy) with tandem tax withholding rights	$30.2	A	12308	Acquired	2013-12-10	Common Stock (12308)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	923	Indirect

Footnotes

F1: Represents a change in the shares deemed allocated to the person as beneficiary in the Company's Profit Sharing Plan due to the acquisition of 834 shares through the Company's 2002 contribution to the Plan and a transfer of Plan funds into Cousins Properties Incorporated (CPI) stock for 89 shares. The transfer into CPI stock was an exempt transaction and did not require a Form 4 filing.

F2: 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.

F3: These options were granted under various Cousins Properties Incorporated Employee Stock Option Plans between November 13, 2001 and December 10, 2003 at exercisable prices between $22.074 and $30.20 per share, and will expire between November 13, 2011 and December 10, 2013. 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.