COUSINS PROPERTIES INC — Director's Dealing 2004

Sep 1, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COUSINS PROPERTIES INC (CUZ)
CIK: 0000025232
Period of Report: 2004-08-30

Reporting Person: MCCOLL JOHN S (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-08-30	Common Stock	M	16111	$14.2753	Acquired	30663	Direct
2004-08-30	Common Stock	M	24166	$18.7751	Acquired	54829	Direct
2004-08-30	Common Stock	M	32222	$18.8527	Acquired	87051	Direct
2004-08-30	Common Stock	M	45112	$21.219	Acquired	132163	Direct
2004-08-30	Common Stock	M	27186	$25.9516	Acquired	159349	Direct
2004-08-30	Common Stock	M	11492	$22.735	Acquired	170841	Direct
2004-08-30	Common Stock	M	7192	$22.074	Acquired	178033	Direct
2004-08-30	Common Stock	F	19810	$35.73	Disposed	158223	Direct
2004-08-31	Common Stock	S	13800	$36	Disposed	144423	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-08-30	Stock Options (Right to buy)	$14.2753	M	16111	Disposed	2006-11-26	Common Stock (16111)	Direct
2004-08-30	Stock Options (Right to buy)	$18.7751	M	24166	Disposed	2007-11-25	Common Stock (24166)	Direct
2004-08-30	Stock Options (Right to buy)	$18.8527	M	32222	Disposed	2008-11-17	Common Stock (32222)	Direct
2004-08-30	Stock Options (Right to buy)	$21.219	M	45112	Disposed	2009-12-14	Common Stock (45112)	Direct
2004-08-30	Stock Options (Right to buy)	$22.074	M	7192	Disposed	2012-11-19	Common Stock (7192)	Direct
2004-08-30	Stock Options (Right to buy)	$22.735	M	11492	Disposed	2011-11-13	Common Stock (11492)	Direct
2004-08-30	Stock Options (Right to buy)	$25.9516	M	27186	Disposed	2010-12-28	Common Stock (27186)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	5014	Indirect
Common Stock	600	Indirect

Footnotes

F1: Includes 9,020 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 4,032 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: 19,810 shares were withheld by the Company, from the total shares exercised, to pay the reporting person's tax liability as provided under the Plan.

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

F4: Shares held as trustee in a trust for the benefit of the reporting person's children.

F5: 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. The reporting person also holds an additional 18,600 stock options granted December 10, 2003.