COUSINS PROPERTIES INC — Director's Dealing 2004

Dec 10, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COUSINS PROPERTIES INC (CUZ)
CIK: 0000025232
Period of Report: 2004-12-08

Reporting Person: CHARLESWORTH TOM G (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-12-09	Common Stock	A	9000	—	Acquired	152978	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-12-08	Stock Options (Right to buy)	$31.25	A	42000	Acquired	2014-12-08	Common Stock (42000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	10396	Indirect

Footnotes

F1: 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. All unvested shares will forfeit upon termination of employment.

F2: Includes 18,652 shares awarded under the Cousins Properties Incorporated 1999 Incentive Stock Plan. The shares will be paid in any event if the employee is employed on November 14, 2006. Such shares may be awarded earlier as follows: (i) on December 31, 2003 if Funds from Operations Per Shares ("FFOPS") has grown 15% per annum; (ii) on December 31, 2004 if FFOPS has grown by 14% per annum; and (iii) on December 31, 2005 if FFOPS has grown 13% per annum. All shares not paid will forfeit upon termination of employment.

Includes 16,428 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: Represents the shares deemed allocated to the reporting person as beneficiary in the Company's Profit Sharing Plan.

F4: These options were granted under the Cousins Properties Incorporated 1999 Incentive Stock Plan. The options will vest 25% per year on each anniversary date of the grant, 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.