COUSINS PROPERTIES INC — Director's Dealing 2007

Dec 11, 2007

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COUSINS PROPERTIES INC (CUZ)
CIK: 0000025232
Period of Report: 2007-12-06

Reporting Person: DUPREE DANIEL M (President,Chief Operating Off.)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2007-12-10	Common Stock	F	3197	$24.27	Disposed	62811	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2007-12-06	Stock Options (Right to buy)	$24.27	A	90652	Acquired	2017-12-06	Common Stock (90652)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	10664	Indirect

Footnotes

F2: Includes 8,817 shares of restricted stock awarded 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. All unvested shares will forfeit upon termination of employment.

F4: These options were granted under the 1999 Incentive Stock Plan. The reporting person may, as an alternative to exercising the stock option right to purchase CPI stock, elect to exercise the related Stock Appreciation Right (SAR). The exercise of the SAR allows the reporting person to receive the number of whole shares of CPI stock equal to the difference between the fair market value of the stock on the date of exercise and the option price. While the reporting person remains an employee of CPI, 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. However, the reporting person has met CPI's Rule of 65 requirements. Thus, in the event that the reporting person's employment with CPI terminates by reason of retirement, these options shall become 100% exercisable by the reporting person on his retirement date and the expiration date of the grant shall be the tenth anniversary of the grant date.

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

F1: Shares withheld from the vesting of restricted stock to pay the reporting person's tax liability as permitted under the 1999 Incentive Stock Plan.