COUSINS PROPERTIES INC — Director's Dealing 2004

Nov 16, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COUSINS PROPERTIES INC (CUZ)
CIK: 0000025232
Period of Report: 2004-11-12

Reporting Person: DUPREE DANIEL M (Vice Chairman)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-11-12	Common Stock	S	28682	$38.5787	Disposed	63000	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	9988	Indirect

Footnotes

F1: Includes 13,000 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.

F2: Represents the shares deemed allocated to the reporting person as beneficiary in the Company's Profit Sharing Plan.