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: DUPREE DANIEL M (Vice Chairman)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2003-12-10	Restricted Stock	A	13000	$30.2	Acquired	13000	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	60000	Acquired	2013-12-10	Common Stock (60000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	108682	Direct
Common Stock	9345	Indirect

Footnotes

F1: The total of 108,682 directly held common stock shares includes 40,000 shares that were reported as indirectly held on the reporting person's Form 3 filed on March 11, 2003. These shares were transferred into the reporting person's personal account on April 2, 2003.

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

F3: 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.

F4: These options were granted under the Cousins Properties Incorporated 1999 Incentive Stock Plan. 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.