COUSINS PROPERTIES INC — Director's Dealing 2004

Feb 13, 2004

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: COUSINS PROPERTIES INC (CUZ)
CIK: 0000025232
Period of Report: 2003-12-31

Reporting Person: GIORNELLI LILLIAN C (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2003-12-22	Common Stock	G	2872	—	Acquired	38990	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	303174	Direct
Common Stock	2807	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Options-(rights to buy) with tandem tax withholding rights	$		Common Stock ()	32220	Direct

Footnotes

F1: Shares held as trustee in trusts for the benefit of the reporting person's minor children.

F2: Shares held as trustee under the will of Lillian W. Cousins for the benefit of Charlotte Wyckliffe Cousins.

F3: These shares were granted under various Cousins Properties Incorporated Stock Option Plans between May 4, 1999 and March 31, 2003 at exercisable prices between $21.6069 and $24.2525 per share and will expire between May 4, 2009 and March 31, 2013. All options become exercisable immediately on the grant date. The Plan under which these options were granted complies with Rule 16b-3 and provides for tax withholding.

F4: On September 16, 2003, the number of options beneficially owned and the corresponding exercise prices were adjusted due to the payment of a special dividend. The number of options increased by approximately 7.4% and the exercise price decreased by approximately 6.9%.