COUSINS PROPERTIES INC — Director's Dealing 2006

Mar 22, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COUSINS PROPERTIES INC (CUZ)
CIK: 0000025232
Period of Report: 2006-03-20

Reporting Person: CHARLESWORTH TOM G (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-03-20	Common Stock	M	15028	$18.06	Acquired	220914	Direct
2006-03-20	Common Stock	M	14544	$18.6	Acquired	235458	Direct
2006-03-20	Common Stock	F	20584	$33.55	Disposed	214874	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-03-20	Stock Options (Right to buy)	$18.06	M	15028	Disposed	2012-11-19	Common Stock (15028)	Direct
2006-03-20	Stock Options (Right to buy)	$18.6	M	14544	Disposed	2011-11-13	Common Stock (14544)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	10396	Indirect

Footnotes

F1: Includes 18,652 shares awarded under Cousins Properties Incorporated (CPI) 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. All shares not paid will forfeit upon termination of employment.

Includes 12,992 shares of restricted stock awarded under the 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. All unvested shares will forfeit upon termination of employment.

F2: In payment of the exercise price, the reporting person delivered 16,152 shares. 4,432 shares were withheld by the Company to pay the reporting person's tax liability as provided under the Plan.

F3: Shares held by the reporting person as beneficiary in the Company's Profit Sharing Plan.

F4: These options were granted under the Cousins Properties Incorporated 1999 Incentive Stock Plan. These options will vest 25% per 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 and November 19, 2004 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 outstanding increased by approximately 7.4% and the exercise price decreased by approximately 6.9% for the September 16, 2003 special dividend. The number of options outstanding increased by approximately 22.24% and the exercise price decreased by approximately 18.19% for the November 19, 2004 special dividend.