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): July 15, 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

     On July 15, 2009, the Board of Directors of Cousins Properties Incorporated (the “Company”) elected Lawrence L. Gellerstedt, III, the Company’s President and Chief Executive Officer, to the Board of Directors of the Company, effective immediately.

Item 8.01. Other Events.

     On July 15, 2009, the Board of Directors of the Company declared a dividend payable to holders of the Company’s common stock of $0.15 per share. The dividend is payable to shareholders of record as of the close of business on August 3, 2009, and it is expected to be paid on September 16, 2009. Shareholders will have the option to elect to receive payment of the dividend in cash or shares, except that the aggregate amount of cash payable in the dividend will be limited to 33.34% of the total value of the dividend, or approximately $2.6 million. Cash will be paid in lieu of fractional shares.

     A copy of the press release announcing the dividend 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 July 15, 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: July 15, 2009

COUSINS PROPERTIES INCORPORATED
By:	/s/ James A. Fleming
	James A. Fleming
	Executive Vice President and Chief Financial Officer

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 DECLARES THIRD QUARTER
COMMON AND PREFERRED STOCK DIVIDENDS

ATLANTA (July 15, 2009) — Cousins Properties Incorporated (NYSE: CUZ) announced today that its Board of Directors has declared a quarterly dividend of $0.15 per share, payable September 16, 2009, to common stockholders of record as of August 3, 2009. The dividend will be payable in a combination of cash and shares of the Company’s common stock with the cash component of the dividend not to exceed 33.34% of the aggregate dividend amount.

     “We made the decision to reduce our quarterly dividend to $0.15 based on our current estimate of taxable income,” said Larry Gellerstedt, Chief Executive Officer of Cousins Properties. “The reduced dividend level, combined with the stock component of the dividend, will allow us to retain significant capital. We anticipate significant investment opportunities coming out of this downturn and continue to take the steps necessary to ensure that Cousins is well positioned to take advantage of those opportunities.”

     Pursuant to IRS Revenue Procedure 2009-15, shareholders may elect to receive payment of the dividend all in cash or all in common shares. Shareholders who do not make an election will be deemed to have elected to receive their dividend in cash. To the extent that cash elections are received with respect to more than 33.34% of the aggregate dividend amount, the cash portion will be prorated among shareholders electing to receive cash. Common shares included in the dividend will be valued at the average of the closing prices of Cousins common stock on the New York Stock Exchange on September 3, September 4, and September 8, 2009. The Company expects the dividend to be fully taxable to its shareholders and reserves the right to pay the dividend entirely in cash.

     An information letter will be mailed to shareholders of record promptly after August 12, 2009. The properly completed election form to receive cash or common shares must be received by the Company’s transfer agent prior to 5:00 p.m. (EST) on September 2, 2009. If your shares are held through a bank, broker or nominee, and you have questions regarding the dividend, please contact such bank, broker or nominee. Registered stockholders with questions regarding the dividend may call the Company’s transfer agent, American Stock Transfer & Trust Company, at (800) 937-5449.

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

CUZ Declares Third Quarter Common and Preferred Stock Dividends
Page 2
July 15, 2009

     The Board of Directors declared a regular quarterly cash dividend on its Series A Cumulative Redeemable Preferred Stock. The dividend of $0.484375 per share, or $1.9375 on an annualized basis, is payable August 17, 2009, to Series A preferred stockholders of record on August 3, 2009.

     The Board of Directors has also declared a regular quarterly cash dividend on its Series B Cumulative Redeemable Preferred Stock. The dividend of $0.46875 per share, or $1.875 on an annualized basis, is payable August 17, 2009, to Series B preferred stockholders of record on August 3, 2009.

     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. Cousins 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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