COUSINS PROPERTIES INC — Director's Dealing 2007

Mar 20, 2007

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COUSINS PROPERTIES INC (CUZ)
CIK: 0000025232
Period of Report: 2007-03-16

Reporting Person: PAYNE WILLIAM PORTER (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2007-03-16	Common Stock	M	5407	$12.13	Acquired	43161	Direct
2007-03-16	Common Stock	F	1921	$34.14	Disposed	41240	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2007-03-16	Stock Options (Right to buy)	$12.13	M	5407	Disposed	2007-04-29	Common Stock (5407)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1875	Indirect

Footnotes

F1: In payment of the exercise price, the reporting person delivered 1,921 shares.

F3: On September 16, 2003, November 19, 2004, and November 25, 2006 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. The number of options outstanding increased by approximately 9.87% and the exercise price decreased by approximately 8.98% for the November 25, 2006 special dividend.

F4: These options were granted under the Cousins Properties Incorporated Stock Plan for Outside Directors. These options will vest 20% per year on the anniversary of the grant date, with shares being 100% vested in year 5 of the grant term. The Plan under which these options were granted complies with Rule 16b-3 and provides for tax withholding.

F2: Shares held by the reporting person's wife, as executrix of her father's estate, John F. Beard.