COUSINS PROPERTIES INC — Director's Dealing 2007

Feb 20, 2007

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COUSINS PROPERTIES INC (CUZ)
CIK: 0000025232
Period of Report: 2007-02-15

Reporting Person: KNOX BOONE A (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2007-02-15	Common Stock	M	5407	$12.13	Acquired	151612	Direct
2007-02-15	Common Stock	M	8654	$13.37	Acquired	160266	Direct
2007-02-15	Common Stock	M	8654	$13.86	Acquired	168920	Direct
2007-02-15	Common Stock	M	8654	$17.01	Acquired	177574	Direct
2007-02-16	Common Stock	S	11669	$37.4887	Disposed	165905	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2007-02-15	Stock Options (Right to buy)	$12.13	M	5407	Disposed	2007-04-29	Common Stock (5407)	Direct
2007-02-15	Stock Options (Right to buy)	$13.37	M	8654	Disposed	2009-03-31	Common Stock (8654)	Direct
2007-02-15	Stock Options (Right to buy)	$13.86	M	8654	Disposed	2008-04-21	Common Stock (8654)	Direct
2007-02-15	Stock Options (Right to buy)	$17.01	M	8654	Disposed	2010-03-31	Common Stock (8654)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	526	Indirect
Common Stock	8000	Indirect
Common Stock	136200	Indirect

Footnotes

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 1999 Incentive Stock Plan. These options are exercisable in full upon grant. The Plan under which these options were granted complies with Rule 16b-3 and provides for tax withholding.

F5: These options were granted under the Cousins Properties Incorporated Stock Plan for Outside Directors. These options will vest 100% per year on the first anniversary of the grant date. The Plan under which these options were granted complies with Rule 16b-3 and provides for tax withholding.

F1: 50,000 of the directly-held shares are held through an Individual Retirement Plan.

F2: 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.