COUSINS PROPERTIES INC — Director's Dealing 2003

Aug 21, 2003

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COUSINS PROPERTIES INC (CUZ)
CIK: 0000025232
Period of Report: 2003-08-19

Reporting Person: PAYNE WILLIAM PORTER (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2003-08-19	Common Stock	A	276	$28.56	Acquired	10661	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1875	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Options-(rights to buy) with tandem tax withholding rights	$		Common Stock (43500)	43500	Direct

Footnotes

F1: Stock granted in lieu of cash for directors fees under the Cousins Properties Incorporated 1999 Incentive Stock Plan.

F2: Reporting person's wife, as executrix, of her father's estate, John F. Beard.

F3: These shares were granted under various Cousins Properties Incorporated Stock Option Plans between May 6, 1996 and March 31, 2003 at exercisable prices between $13.00 and $26.05 per share and will expire between May 6, 2006 and March 31, 2013. For options granted prior to March 31, 1999, all options become exercisable on the first anniversary of the grant date. For options granted on or after March 31, 1999, all options become exercisable immediately on the grant date. The Plan under which these options were granted complies with Rule 16b-3 and provides for tax withholding.