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* JONES CRAIG B (Last) (First) (Middle) 2500 WINDY RIDGE PARKWAY SUITE 1600 (Street) ATLANTA GA 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) Director 10% Owner X Officer (give title below) Other (specify below) Senior Vice President
	3. Date of Earliest Transaction (Month/Day/Year) 10/15/2004
	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	10/15/2004		M		3,770	A	$21.219	58,973(1)	D
Common Stock	10/15/2004		M		2,886	A	$25.9516	61,859(1)	D
Common Stock	10/15/2004		M		2,197	A	$22.735	64,056(1)	D
Common Stock	10/15/2004		M		1,132	A	$22.074	65,188(1)	D
Common Stock								10,736(2)	I	See Footnote 2
Common Stock								1,526(3)	I	See Footnote 3

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Options (Right to buy)	$21.219	10/15/2004		M			3,770	12/14/2000	12/14/2009	Common Stock	3,770	$0	76,789(4)	D
Stock Options (Right to buy)	$22.074	10/15/2004		M			1,132	11/19/2003	11/19/2012	Common Stock	1,132	$0	52,573(4)	D
Stock Options (Right to buy)	$22.735	10/15/2004		M			2,197	11/13/2002	11/13/2011	Common Stock	2,197	$0	47,856(4)	D
Stock Options (Right to buy)	$25.9516	10/15/2004		M			2,886	11/14/2001	12/28/2010	Common Stock	2,886	$0	57,532(4)	D

Explanation of Responses:

1. Includes 22,412 shares awarded under the Cousins Properties Incorporated 1999 Incentive Stock Plan. The shares will be paid in any event if the employee is employed approximately six years from the grant date. Such shares may be awarded earlier as follows: (i) In three years if Funds from Operations Per Shares ("FFOPS") has grown 15% per annum; (ii) In four years if FFOPS has grown by 14% per annum; and (iii) In five years if FFOPS has grown 13% per annum. Includes 7,620 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.

2. Represents the shares deemed allocated to the reporting person as beneficiary in the Company's Profit Sharing Plan.

3. Shares held as trustee in a trust for the benefit of the reporting person's children.

4. After this transaction, the reporting person directly holds 372,226 stock options. These options were granted under various Cousins Properties Incorporated Employee Stock Option Plans between November 25, 1997 and December 10, 2003 at exercisable prices between $18.7751 and $30.20 per share, and will expire between November 25, 2007 and December 10, 2013. For options granted prior to December 28, 2000, 20% of the options become exercisable each year on the anniversary of the grant date, with the shares being 100% vested in year 5 of the grant term. For options granted on or after December 28, 2000, 25% of the options become exercisable each year on the anniversary of the grant date, with shares being 100% vested in year 4 of the grant term. The Plan under which these options were granted complies with Rule 16b-3 and provides for tax withholding.

	Craig B. Jones	10/18/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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