SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

GIORNELLI LILLIAN C

(Last)

(First)

(Middle)

2500 WINDY RIDGE PARKWAY

SUITE 1600

(Street)

ATLANTA

30339

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
COUSINS PROPERTIES INC [ CUZ ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/07/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	09/07/2004		M		6,444	A	$21.6069	310,483	D
Common Stock	09/07/2004		M		6,444	A	$22.8482	316,927	D
Common Stock	09/07/2004		M		6,444	A	$23.2843	323,371	D
Common Stock	09/07/2004		M		6,444	A	$24.2525	329,815	D
Common Stock	09/07/2004		M		6,444	A	$24.0663	336,259	D
Common Stock	09/07/2004		M		6,000	A	$32.79	342,259	D
Common Stock	09/07/2004		F		26,459⁽¹⁾	D	$35.7	315,800	D
Common Stock								42,387⁽²⁾	I	See Footnote 2

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Options (Right to buy)	$21.6069	09/07/2004		M			6,444	05/04/1999	05/04/2009	Common Stock	6,444	$0	0	D
Stock Options (Right to buy)	$22.8482	09/07/2004		M			6,444	03/31/2000	03/31/2010	Common Stock	6,444	$0	0	D
Stock Options (Right to buy)	$23.2843	09/07/2004		M			6,444	03/30/2001	03/30/2011	Common Stock	6,444	$0	0	D
Stock Options (Right to buy)	$24.0663	09/07/2004		M			6,444	03/31/2003	03/31/2013	Common Stock	6,444	$0	0	D
Stock Options (Right to buy)	$24.2525	09/07/2004		M			6,444	03/28/2002	03/28/2012	Common Stock	6,444	$0	0	D
Stock Options (Right to buy)	$32.79	09/07/2004		M			6,000	03/31/2004	03/31/2014	Common Stock	6,000	$0	0	D

Explanation of Responses:

1. In payment of the exercise price, the reporting person delivered 26,459 shares.

2. 38,990 shares held as trustee in trusts for the benefit of the reporting person's minor children. 3,397 shares held as trustee under the will of Lillian W. Cousins for the benefit of Charlotte Wyckliffe Cousins.

	James A. Fleming, by Power of Attorney	09/09/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.