COUSINS PROPERTIES INC — Director's Dealing 2003

Aug 8, 2003

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COUSINS PROPERTIES INC (CUZ)
CIK: 0000025232
Period of Report: 2003-08-07

Reporting Person: MURPHY JOEL T (President - Retail Division)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2003-08-07	Common Stock	M	9000	$10.8333	Acquired	9931	Direct
2003-08-07	Common Stock	S	200	$27.8	Disposed	9731	Direct
2003-08-07	Common Stock	S	8800	$27.75	Disposed	931	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2003-08-07	Options - (rights to buy) with tandem withholding rights	$10.8333	M	9000	Disposed	2003-11-23	Common Stock (9000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	5497	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Performance Shares	$		Common Stock (22412)	22412	Direct

Footnotes

F1: Represents the shares held in the Company's Profit Sharing Plan in a self-directed account.

F2: These shares were granted under various Cousins Properties Incorporated Employee Stock Option Plans between November 23, 1993 and November 19, 2002 at exercisable prices between $10.5000 and $27.8750 per share, and will expire between November 23, 2003 and November 19, 2012. 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 the 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.

F3: 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.