8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): June 3, 2009

Cousins Properties Incorporated

(Exact name of registrant as specified in its charter)

Georgia

(State or other jurisdiction of incorporation)

001-11312

(Commission File Number)

58-0869052

(IRS Employer Identification Number)

191 Peachtree Street NE, Suite 3600, Atlanta, Georgia 30303-1740

(Address of principal executive offices)

Registrant’s telephone number, including area code: (404) 407-1000

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01. Other Events.

     On June 3, 2009 Cousins Properties Incorporated (the “Company”) issued a press release relating to the dividend to be paid on June 5, 2009 to the holders of record of the Company’s common stock as of the close of business on May 1, 2009. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

The following exhibit is filed herewith:

Exhibit No.	Description
99.1	Cousins Properties Incorporated Press Release, dated June 3, 2009.

Signatures

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: June 3, 2009

COUSINS PROPERTIES INCORPORATED
By:	/s/ Robert M. Jackson
	Robert M. Jackson
	Senior Vice President, General Counsel and Corporate Secretary

EX-99.1

Exhibit 99.1

News Release

CONTACT:
Cameron Golden
Director of Investor Relations and Corporate Communications
(404) 407-1984
camerongolden@cousinsproperties.com

Web site address: www.cousinsproperties.com

Cousins Properties Announces Results of Second Quarter Dividend Elections

ATLANTA—(BUSINESS WIRE)—June 3, 2009—Cousins Properties Incorporated (NYSE: CUZ) announced today the results of the shareholders’ elections relating to Cousins’ second quarter common stock dividend of $0.25 per share declared by its Board of Directors on April 14, 2009.

The dividend will consist of approximately $4,280,000 in cash and 928,000 shares of common stock. The amount of cash elected to be received was greater than the cash limit of 33.34% of the total value of the dividend or $4,280,000, and therefore, shareholders who elected to receive all cash will receive a combination of cash and stock. The number of shares included in the dividend is calculated based on the $9.213 average closing price per share of Cousins’ common stock on the New York Stock Exchange on May 28, May 29, and June 1, 2009. The dividend of $0.25 per share will be paid as follows:

• to shareholders electing to receive the dividend in all stock, Cousins will pay the entire dividend in common stock;

• to shareholders either electing to receive the dividend in all cash or failing to make an election, Cousins will pay the dividend in the form of $0.096 per share in cash and $0.154 per share in common stock; and

• Cousins will pay fractional shares in cash.

Registered shareholders with questions regarding the dividend election may call American Stock Transfer & Trust Co., Cousins’ transfer agent, at 1-800-937-5449. If your shares are held through a bank, broker or nominee and you have questions regarding the dividend election, please contact your bank, broker or nominee.

The issuance of approximately 928,000 shares of Cousins’ common stock pursuant to this dividend resulted in an effective increase of 1.8% in shares of common stock outstanding on the record date of May 1, 2009. Share and per share information will be adjusted in subsequent financial information, beginning with Cousins’ second quarter earnings release, to reflect this increase in shares of common stock.

About Cousins Properties

Cousins Properties Incorporated is a leading diversified real estate company with extensive experience in development, acquisition, financing, management and leasing. Based in Atlanta,

the Company actively invests in office, multi-family, retail, and land development projects. Since its founding in 1958, Cousins has developed 20 million square feet of office space, 20 million square feet of retail space, more than 3,500 multi-family units and more than 60 single-family neighborhoods. The Company is a fully integrated equity real estate investment trust (REIT) and trades on the New York Stock Exchange under the symbol CUZ. For more, please visit www.cousinsproperties.com.

This press release does not constitute an offer of any securities for sale. Certain matters discussed in this press release are forward-looking statements within the meaning of the federal securities laws and are subject to uncertainties and risk and actual results may differ materially from projections. Readers should carefully review Cousins’ financial statements and notes thereto, as well as the risk factors described in Part I, Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2008 and other documents Cousins files from time to time with the Securities and Exchange Commission. Such forward-looking statements are based on current expectations and speak as of the date of such statements. The Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of future events, new information or otherwise.

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191 Peachtree Street NE • Suite 3600 • Atlanta, Georgia 30303 • 404/407-1000 • FAX 404/407-1002