COUSINS PROPERTIES INC — Director's Dealing 2004

Aug 30, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

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	M	80558	$9.7754	Acquired	7606788	Direct
2004-08-26	Common Stock	M	80558	$11.1719	Acquired	7687346	Direct
2004-08-26	Common Stock	M	120836	$14.2753	Acquired	7808182	Direct
2004-08-26	Common Stock	M	201396	$18.7751	Acquired	8009578	Direct
2004-08-26	Common Stock	M	201396	$18.8527	Acquired	8210974	Direct
2004-08-26	Common Stock	M	116808	$25.9516	Acquired	8327782	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-08-26	Stock Options (Right to buy)	$9.7754	M	80558	Disposed	2004-11-22	Common Stock (80558)	Direct
2004-08-26	Stock Options (Right to buy)	$11.1719	M	80558	Disposed	2005-11-21	Common Stock (80558)	Direct
2004-08-26	Stock Options (Right to buy)	$14.2753	M	120836	Disposed	2006-11-26	Common Stock (120836)	Direct
2004-08-26	Stock Options (Right to buy)	$18.7751	M	201396	Disposed	2007-11-25	Common Stock (201396)	Direct
2004-08-26	Stock Options (Right to buy)	$18.8527	M	201396	Disposed	2008-11-17	Common Stock (201396)	Direct
2004-08-26	Stock Options (Right to buy)	$25.9516	M	116808	Disposed	2010-12-28	Common Stock (116808)	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: 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.

F2: Shares held by the reporting person as beneficiary in the Company's Profit Sharing Plan.

F3: Shares held by the reporting person's wife. Reporting person disclaims all beneficial ownership of his wife's shares.

F4: Shares held by grantor trust under instrument dated December 28, 1988.

F5: 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.

F6: 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.