COUSINS PROPERTIES INC — Director's Dealing 2004

Dec 20, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COUSINS PROPERTIES INC (CUZ)
CIK: 0000025232
Period of Report: 2004-12-16

Reporting Person: BELL THOMAS D JR (President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-12-16	Common Stock	F	1947	$31.23	Disposed	93863	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	643	Indirect

Footnotes

F1: Shares withheld from the vesting of restricted stock to pay the reporting person's tax liabilty as provided under the Cousins Properties Incorporated 1999 Incentive Stock Plan.

F2: Includes 50,500 shares of restricted stock awarded 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. All unvested shares will forfeit upon termination of employment.

F3: Shares held by the reporting person as beneficiary in the Company's Profit Sharing Plan.