COUSINS PROPERTIES INC — Director's Dealing 2004

Aug 30, 2004

SEC Form 4/A — Form 4/A

Issuer: COUSINS PROPERTIES INC (CUZ)
CIK: 0000025232
Period of Report: 2004-08-26

Reporting Person: COUSINS THOMAS G (Director, Chairman of the Board)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-08-26	Common Stock	F	568914	$35.03	Disposed	7758868	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	572316	Indirect
Common Stock	690034	Indirect
Common Stock	216540	Indirect
Common Stock	407471	Indirect

Footnotes

F1: In payment of the exercise price, the reporting person delivered 400,282 shares. 168,632 shares were withheld by the Company, from the total shares exercised, to pay the reporting person's tax liability as provided under the Plan.

F2: Includes 36,880 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.

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

F4: Shares held by the reporting person's wife. Reporting person disclaims all beneficial ownership of his wife's shares.

F5: Shares held by grantor trust under instrument dated December 28, 1988.

F6: Shares held by a limited partnership in which the partners are a limited liability company and a charitable lead annuity trust. The LLC members include the reporting person, the reporting person's wife and the reporting person's daughter. The reporting person disclaims beneficial interest in any shares to the extent he has no pecuniary interest.