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): October 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 8.01. Other Events.

     On October 15, 2009, the Board of Directors of Cousins Properties Incorporated (the “Company”) declared a dividend payable to holders of the Company’s common stock of $0.09 per share. The dividend is payable to shareholders of record as of the close of business on October 26, 2009, and it is expected to be paid on December 11, 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 $3.0 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 October 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: October 15, 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 DECLARES FOURTH QUARTER
COMMON AND PREFERRED STOCK DIVIDENDS

ATLANTA (October 15, 2009) – Cousins Properties Incorporated (NYSE: CUZ) announced today that its Board of Directors has declared a quarterly dividend of $0.09 per share, payable December 11, 2009, to common stockholders of record as of October 26, 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.

     “The Fourth Quarter dividend of 9 cents per share is consistent with last Quarter’s dividend level, after adjusting for our recent stock offering and making a conservative estimate of interest savings that will result from the proceeds of the offering,” said Jim Fleming, Cousins’ Chief Financial Officer. “This level still appears appropriate going forward, based on our expected taxable income in 2010.”

     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 December 1, December 2, and December 3, 2009. The Company expects the dividend to be fully taxable to its shareholders and reserves the right to pay the dividend entirely in cash.

-MORE-

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

     An information letter will be mailed to shareholders of record promptly after November 5, 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 November 30, 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.

     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 November 16, 2009, to Series A preferred stockholders of record on November 2, 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 November 16, 2009, to Series B preferred stockholders of record on November 2, 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.

-END-