COUSINS PROPERTIES INC — Director's Dealing 2010

Dec 21, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COUSINS PROPERTIES INC (CUZ)
CIK: 0000025232
Period of Report: 2010-12-17

Reporting Person: COUSINS THOMAS G (Chairman Emeritus)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-12-17	Common Stock	A	90211	$7.79	Acquired	7898534	Direct
2010-12-17	Common Stock	A	1422	$7.79	Acquired	231090	Indirect
2010-12-17	Common Stock	A	2677	$7.79	Acquired	434855	Indirect
2010-12-17	Common Stock	A	4597	$7.79	Acquired	746747	Indirect

Footnotes

F1: Shares of common stock acquired as a result of the elective stock dividend paid on December 17, 2010. Shareholders elected, pursuant to the terms of the Prospectus Supplement filed November 9, 2010 ("Supplement"), to receive the dividend in all or partial stock. If all stock was elected, shareholders received their entire dividend in stock. If partial stock was elected, shareholders received approximately $0.04826 of the $0.09 dividend in stock. The value of the shares distributed is $7.79 per share which were valued at the average closing price on December 6, 7 and 8, 2010 pursuant to the terms of the Supplement.

F2: Shares held by grantor trust.

F3: Shares held by a limited partnership in which the partners are a limited liability company and a charitable lead annuity trust. The LLC members include the reporting person, the reporting person's wife and the reporting person's daughter. The reporting person disclaims beneficial interest in any shares to the extent he has no pecuniary interest.

F4: Shares held by the reporting person's wife. Reporting person disclaims all beneficial ownership of his wife's shares.