COUSINS PROPERTIES INC — Director's Dealing 2004

Sep 20, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COUSINS PROPERTIES INC (CUZ)
CIK: 0000025232
Period of Report: 2004-09-16

Reporting Person: CHARLESWORTH TOM G (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-09-16	Common Stock	M	43178	$18.8527	Acquired	187156	Direct
2004-09-16	Common Stock	M	60675	$21.219	Acquired	247831	Direct
2004-09-16	Common Stock	S	103853	$34.3301	Disposed	143978	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-09-16	Stock Options (Right to buy)	$18.8527	M	43178	Disposed	2008-11-17	Common Stock (43178)	Direct
2004-09-16	Stock Options (Right to buy)	$21.219	M	60675	Disposed	2009-12-14	Common Stock (60675)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	10396	Indirect

Footnotes

F1: 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 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.

Includes 7,428 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.

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

F3: After this transaction, the reporting person directly holds 217,448 stock options. These options were granted under various Cousins Properties Incorporated Employee Stock Option Plans between December 14, 1999 and December 10, 2003 at exercisable prices between $21.219 and $30.20 per share, and will expire between December 14, 2009 and December 10, 2013. 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 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.