COUSINS PROPERTIES INC — Director's Dealing 2004

May 20, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COUSINS PROPERTIES INC (CUZ)
CIK: 0000025232
Period of Report: 2004-05-19

Reporting Person: Smith Bruce E (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-05-19	Common Stock	P	207	$28.3	Acquired	15758	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	8670	Indirect

Footnotes

F1: Includes 5,000 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 5,180 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: Shares held by the reporting person as beneficiary in the Company's Profit Sharing Plan.