COUSINS PROPERTIES INC — Director's Dealing 2004

Sep 9, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COUSINS PROPERTIES INC (CUZ)
CIK: 0000025232
Period of Report: 2004-09-07

Reporting Person: GIORNELLI LILLIAN C (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-09-07	Common Stock	M	6444	$21.6069	Acquired	310483	Direct
2004-09-07	Common Stock	M	6444	$22.8482	Acquired	316927	Direct
2004-09-07	Common Stock	M	6444	$23.2843	Acquired	323371	Direct
2004-09-07	Common Stock	M	6444	$24.2525	Acquired	329815	Direct
2004-09-07	Common Stock	M	6444	$24.0663	Acquired	336259	Direct
2004-09-07	Common Stock	M	6000	$32.79	Acquired	342259	Direct
2004-09-07	Common Stock	F	26459	$35.7	Disposed	315800	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-09-07	Stock Options (Right to buy)	$21.6069	M	6444	Disposed	2009-05-04	Common Stock (6444)	Direct
2004-09-07	Stock Options (Right to buy)	$22.8482	M	6444	Disposed	2010-03-31	Common Stock (6444)	Direct
2004-09-07	Stock Options (Right to buy)	$23.2843	M	6444	Disposed	2011-03-30	Common Stock (6444)	Direct
2004-09-07	Stock Options (Right to buy)	$24.0663	M	6444	Disposed	2013-03-31	Common Stock (6444)	Direct
2004-09-07	Stock Options (Right to buy)	$24.2525	M	6444	Disposed	2012-03-28	Common Stock (6444)	Direct
2004-09-07	Stock Options (Right to buy)	$32.79	M	6000	Disposed	2014-03-31	Common Stock (6000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	42387	Indirect

Footnotes

F1: In payment of the exercise price, the reporting person delivered 26,459 shares.

F2: 38,990 shares held as trustee in trusts for the benefit of the reporting person's minor children. 3,397 shares held as trustee under the will of Lillian W. Cousins for the benefit of Charlotte Wyckliffe Cousins.