COUSINS PROPERTIES INC — Director's Dealing 2009

Feb 19, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COUSINS PROPERTIES INC (CUZ)
CIK: 0000025232
Period of Report: 2009-02-18

Reporting Person: BELL THOMAS D JR (Director, Chairman and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-02-18	Common Stock	P	10000	$7.8273	Acquired	323152	Direct
2009-02-18	Series A Cumulative Redeemable Preferred Stock	P	10000	$14.672	Acquired	34524	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3625	Indirect
Common Stock	17955	Indirect
Series A Cumulative Redeemable Preferred Stock	25874	Indirect

Footnotes

F1: Includes 17,261 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.

F2: Shares held by The Jennifer and Thomas Bell Family Foundation for which the reporting person and the reporting person's wife serve as co-trustees.

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