COUSINS PROPERTIES INC — Director's Dealing 2008

Apr 4, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COUSINS PROPERTIES INC (CUZ)
CIK: 0000025232
Period of Report: 2008-04-03

Reporting Person: PAYNE WILLIAM PORTER (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-04-03	Common Stock	M	8654	$13.86	Acquired	62240	Direct
2008-04-03	Common Stock	F	4398	$27.27	Disposed	57842	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2008-04-03	Stock Options (Right to buy)	$13.86	M	8654	Disposed	2008-04-21	Common Stock (8654)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1875	Indirect

Footnotes

F5: 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.

F1: Includes 809 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 if the Director's service as a member of the CPI Board of Directors terminates, unless separation is due to death.

F4: 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.

F3: Shares held by the reporting person's wife, as executrix of her father's estate, John F. Beard.

F2: In payment of the exercise price, the reporting person delivered 4,398 shares.