COUSINS PROPERTIES INC — Director's Dealing 2004

Feb 2, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COUSINS PROPERTIES INC (CUZ)
CIK: 0000025232
Period of Report: 2004-01-30

Reporting Person: JONES CRAIG B (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-01-30	Common Stock	M	23361	$11.1719	Acquired	43377	Direct
2004-01-30	Common Stock	S	23361	$30.6662	Disposed	20016	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-01-30	Options-(rights to buy) with tandem tax withholding rights	$11.1719	M	23361	Disposed	2005-11-21	Common Stock (23361)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	10736	Indirect
Common Stock	1509	Indirect

Footnotes

F1: Represents the shares deemed allocated to the reporting person as beneficiary in the Company's Profit Sharing Plan.

F2: Shares held as trustee in a trust for the benefit of the reporting person's children. The change in shares deemed allocated to the reporting person is due to the reinvestment of proceeds of the dividends held in the trust.

F3: These options were granted under various Cousins Properties Incorporated Employee Stock Option Plans between November 21, 1995 and December 10, 2003 at exercisable prices between $11.1719 and $30.20 per share, and will expire between November 21, 2005 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.