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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2003-01-16	Common Stock	G	212	—	Disposed	7777688	Direct
2003-09-12	Common Stock	G	276427	—	Disposed	7501261	Direct
2003-12-22	Common Stock	G	11911	—	Disposed	7489350	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	572316	Indirect
Common Stock	690034	Indirect
Common Stock	216540	Indirect
Common Stock	407471	Indirect
Performance Shares	36880	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Options-(rights to buy) with tandem tax withholding rights	$		Common Stock ()	840490	Direct

Footnotes

F1: Shares held by the reporting person as beneficiary in the Company's Profit Sharing Plan.

F2: Shares held by the reporting person's wife. Reporting person disclaims all beneficial ownership of his wife's shares.

F3: Shares held by grantor trust under instrument dated December 28, 1988.

F4: 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.

F5: Award of shares under 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.

F6: These options were granted under various Cousins Properties Incorporated Employee Stock Option Plans between November 22, 1994 and December 28, 2000 at exercisable prices between $9.7754 and $25.9516 per share, and will expire between November 22, 2004 and December 28, 2010. For options granted prior to December 28, 2000, 20% of the options become exercisable each year on the anniversary of the grant date, with 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.

F7: 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%.