COUSINS PROPERTIES INC — Director's Dealing 2004

Jan 26, 2004

SEC Form 4/A — Form 4/A

Issuer: COUSINS PROPERTIES INC (CUZ)
CIK: 0000025232
Period of Report: 2003-12-10

Reporting Person: MURPHY JOEL T (President - Retail Division)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2003-12-10	Restricted Stock	A	7940	$30.2	Acquired	7940	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2003-12-10	Options-(rights to buy) with tandem tax withholding rights	$30.2	A	36644	Acquired	2013-12-10	Common Stock (36644)	Direct

Footnotes

F1: Award of restricted stock shares 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: The Form 4 filed on December 12, 2003 reported that 7,620 shares of restricted stock were awarded to the reporting person on December 10, 2003. The securities amount is being amended to include an additional 320 shares that were included in the December 10, 2003 award but were not included on the Form 4 as originally filed. This amendment increases the total restricted stock shares awarded to 7,940.

F3: The Form 4 filed on December 12, 2003 reported that 35,168 options were awarded to the reporting person on December 10, 2003. The number of options is being amended to include an additional 1,476 options that were included in the December 10, 2003 award but were not included on the Form 4 as originally filed. This amendment increases the total options awarded to 36,644.

F4: These options were granted under various Cousins Properties Incorporated Employee Stock Option Plans between November 22, 1994 and December 10, 2003 at exercisable prices between $9.7754 and $30.20 per share, and will expire between November 22, 2004 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.

F5: 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%.