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: GIORNELLI LILLIAN C (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2003-08-19	Common Stock	A	239	$28.56	Acquired	302956	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	36118	Indirect
Common Stock	2807	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Options-(rights to buy) with tandem tax withholding rights	$		Common Stock (30000)	30000	Direct

Footnotes

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

F2: Shares held as trustee in trusts for the benefit of the reporting person's minor children.

F3: Shares held as trustee under the will of Lillian W. Cousins for the benefit of Charlotte Wyckliffe Cousins.

F4: These shares were granted under the Cousins Properties Incorporated 1999 Incentive Stock Plan between May 4, 1999 and March 31, 2003 at exercisable prices between $23.2083 and $26.05 per share and will expire between May 4, 2009 and March 31, 2013. 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.