COUSINS PROPERTIES INC — Director's Dealing 2004

Jul 21, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COUSINS PROPERTIES INC (CUZ)
CIK: 0000025232
Period of Report: 2004-07-19

Reporting Person: CHARLESWORTH TOM G (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-07-19	Common Stock	M	25294	$14.2753	Acquired	148815	Direct
2004-07-19	Common Stock	M	34962	$18.7751	Acquired	183777	Direct
2004-07-19	Common Stock	F	39799	$33.8	Disposed	143978	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-07-19	Stock Options (Right to buy)	$14.2753	M	25294	Disposed	2006-11-26	Common Stock (25294)	Direct
2004-07-19	Stock Options (Right to buy)	$18.7751	M	34962	Disposed	2007-11-25	Common Stock (34962)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	10396	Indirect
Common Stock	1297	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: In payment of the exercise price, the reporting person delivered 30,103 shares. 9,696 shares were withheld by the Company to pay the reporting person's tax liability as provided under the Plan.

F3: Represents the shares deemed allocated to the reporting person as beneficiary in the Company's Profit Sharing Plan.

F4: Shares held by the reporting person as custodian for his financially dependent child under the Uniform Gifts to Minors Act. Reporting person disclaims beneficial ownership of all securities held by this child.

The decrease of 1,463 shares from the previous filing is attributable to a child who has become financially independent.

F5: These options were granted under various Cousins Properties Incorporated Employee Stock Option Plans between November 26, 1996 and December 10, 2003 at exercisable prices between $14.2753 and $30.20 per share, and will expire between November 26, 2006 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.

F6: These options were granted under various Cousins Properties Incorporated Employee Stock Option Plans between November 25, 1997 and December 10, 2003 at exercisable prices between $18.7751 and $30.20 per share, and will expire between November 25, 2007 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.