S-8

As filed with the Securities and Exchange Commission on December 1, 2004.

Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933

COUSINS PROPERTIES INCORPORATED

(Exact name of registrant as specified in its charter)

Georgia
(State or other jurisdiction of
incorporation or organization) 58-0869052
(I.R.S. Employer
Identification No.)

2500 Windy Ridge Parkway
Atlanta, Georgia 30339-5683
(Address, including zip code, of registrant’s principal executive offices)

COUSINS PROPERTIES INCORPORATED
1995 STOCK INCENTIVE PLAN

COUSINS PROPERTIES INCORPORATED
1999 INCENTIVE STOCK PLAN

COUSINS PROPERTIES INCORPORATED STOCK PLAN
FOR OUTSIDE DIRECTORS
(Full title of the plans)

JAMES A. FLEMING
Executive Vice President and Chief Financial Officer
Cousins Properties Incorporated
2500 Windy Ridge Parkway
Atlanta, Georgia 30339-5683
(770) 955-2200
(Name, address, including zip code, and telephone
number, including area code, of agent for service)

Copies to:

ALAN J. PRINCE
King & Spalding LLP
191 Peachtree Street
Atlanta, Georgia 30303-1763
(404) 572-4600

CALCULATION OF REGISTRATION FEE

		Proposed Maximum		Proposed Maximum
	Amount to	Offering Price Per		Aggregate Offering		Amount of
Title of Securities to be Registered	be Registered	Share(1)		Price(1)		Registration Fee
Common Stock, par value $1.00 per share	1,669,357 shares	$	32.14	$	53,653,133.98	$	6,797.85

(1) Estimated solely for the purpose of computing the registration fee pursuant to Rule 457(h) on the basis of the high and low prices of Common Stock of Cousins Properties Incorporated (the “Company”) on November 23, 2004.

TABLE OF CONTENTS

PART I
PART II
	Item 3. Incorporation of Certain Documents by Reference
	Item 4. Description of Securities
	Item 5. Interests of Named Experts and Counsel
	Item 6. Indemnification of Directors and Officers
	Item 7. Exemption from Registration Claimed
	Item 8. Exhibits
	Item 9. Undertakings
SIGNATURES
EXHIBIT INDEX
EX-4.1 1995 STOCK INCENTIVE PLAN
EX-5.1 OPINION OF KING & SPALDING LLP
EX-23.1 CONSENT OF DELOITTE & TOUCHE LLP

EXPLANATORY NOTE

     Cousins Properties Incorporated (the “Company”) is filing this registration statement on Form S-8 (the “Registration Statement”) to register (i) an additional 99,638 shares of common stock, par value $1.00 per share (“Common Stock”) to be issued to employees of the Company and certain subsidiaries and to directors of the Company and certain subsidiaries pursuant to the Cousins Properties Incorporated 1995 Stock Incentive Plan, (ii) an additional 1,556,058 shares of Common Stock to be issued to employees of the Company and certain subsidiaries and to directors of the Company and certain subsidiaries pursuant to the Cousins Properties Incorporated 1999 Incentive Stock Plan, and (iii) an additional 13,661 shares of Common Stock to be issued to outside directors pursuant to the Cousins Properties Incorporated Stock Plan for Outside Directors.

PART I

INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

     The documents containing the information specified in Part I will be sent or given to eligible participants in the 1995 Stock Incentive Plan, the 1999 Incentive Stock Plan and the Stock Plan for Outside Directors, as specified by Rule 428(b) of the Securities Act. Consistent with the instructions of Part I of Form S-8, such documents will not be filed with the Securities and Exchange Commission (the “Commission”) either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 of the Securities Act. These documents and the documents incorporated by reference pursuant to Item 3 of Part II of this Registration Statement, taken together, constitute a prospectus within the meaning of Section 10(a) of the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           Incorporation of Certain Documents by Reference

     The following documents filed with the Commission are hereby incorporated by reference into this Registration Statement:

1.	The Company’s Annual Report on Form 10-K for the year ended December 31, 2003;
2.	The Company’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2004, June 30, 2004 and September 30, 2004;
3.	Current Reports on Form 8-K filed on September 22, 2004, October 26, 2004 and November 9, 2004; and
4.	The description of the Company’s Common Stock contained in the Company’s Registration Statement on Form 8-A (File No. 1-11312) dated August 4, 1992, filed under the Securities Exchange Act of 1934, including any amendment or report filed for the purpose of updating such description.

     All documents filed by the Company subsequent to the date of this Registration Statement pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all such securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents.

Item 4.           Description of Securities

Not applicable.

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Item 5.           Interests of Named Experts and Counsel

Not applicable.

Item 6.           Indemnification of Directors and Officers

Part 5 of Article 8 of the Georgia Business Corporation Code (the “GBCC”) states:

14-2-850.           PART DEFINITIONS.

     As used in this part, the term:

     (1)           “Corporation” includes any domestic or foreign predecessor entity of a corporation in a merger or other transaction in which the predecessor’s existence ceased upon consummation of the transaction.

     (2)            “Director” or “officer” means an individual who is or was a director or officer, respectively, of a corporation or who, while a director or officer of the corporation, is or was serving at the corporation’s request as a director, officer, partner, trustee, employee, or agent of another domestic or foreign corporation, partnership, joint venture, trust, employee benefit plan, or other entity. A director or officer is considered to be serving an employee benefit plan at the corporation’s request if his or her duties to the corporation also impose duties on, or otherwise involve services by, the director or officer to the plan or to participants in or beneficiaries of the plan. Director or officer includes, unless the context otherwise requires, the estate or personal representative of a director or officer.

     (3)           “Disinterested director” means a director who at the time of a vote referred to in subsection (c) of Code Section 14-2-853 or a vote or selection referred to in subsection (b) or (c) of Code Section 14-2-855 or subsection (a) of Code Section 14-2-856 is not:

(A)

A party to the proceeding; or

(B)

An individual who is a party to a proceeding having a familial, financial, professional, or employment relationship with the director whose indemnification or advance for expenses is the subject of the decision being made with respect to the proceeding, which relationship would, in the circumstances, reasonably be expected to exert an influence on the director’s judgment when voting on the decision being made.

     (4)           “Expenses” include counsel fees.

     (5)           “Liability” means the obligation to pay a judgment, settlement, penalty, fine (including an excise tax assessed with respect to an employee benefit plan), or reasonable expenses incurred with respect to a proceeding.

     (6)           “Official capacity” means:

(A)	When used with respect to a director, the office of director in a corporation; and
(B)	When used with respect to an officer, as contemplated in Code Section 14-2-857, the office in a corporation held by the officer.

Official capacity does not include service for any other domestic or foreign corporation or any partnership, joint venture, trust, employee benefit plan, or other entity.

     (7)           “Party” means an individual who was, is, or is threatened to be made a named defendant or respondent in a proceeding.

     (8)           “Proceeding” means any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, arbitrative, or investigative and whether formal or informal.

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14-2-851.           AUTHORITY TO INDEMNIFY.

     (a)           Except as otherwise provided in this Code section, a corporation may indemnify an individual who is a party to a proceeding because he or she is or was a director against liability incurred in the proceeding if:

(1)	Such individual conducted himself or herself in good faith; and
(2)	Such individual reasonably believed:

(A)	In the case of conduct in his or her official capacity, that such conduct was in the best interests of the corporation;
(B)	In all other cases, that such conduct was at least not opposed to the best interests of the corporation; and
(C)	In the case of any criminal proceeding, that the individual had no reasonable cause to believe such conduct was unlawful.

     (b)           A director’s conduct with respect to an employee benefit plan for a purpose he or she believed in good faith to be in the interests of the participants in and beneficiaries of the plan is conduct that satisfies the requirement of subparagraph (a)(2)(B) of this Code section.

     (c)           The termination of a proceeding by judgment, order, settlement, or conviction or upon a plea of nolo contendere or its equivalent is not, of itself, determinative that the director did not meet the standard of conduct described in this Code section.

     (d)           A corporation may not indemnify a director under this Code section:

(1)	In connection with a proceeding by or in the right of the corporation, except for reasonable expenses incurred in connection with the proceeding if it is determined that the director has met the relevant standard of conduct under this Code section; or
(2)	In connection with any proceeding with respect to conduct for which he or she was adjudged liable on the basis that personal benefit was improperly received by him or her, whether or not involving action in his or her official capacity.

14-2-852.           MANDATORY INDEMNIFICATION.

     A corporation shall indemnify a director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which he or she was a party because he or she was a director of the corporation against reasonable expenses incurred by the director in connection with the proceeding.

14-2-853.           ADVANCE FOR EXPENSES.

     (a)           A corporation may, before final disposition of a proceeding, advance funds to pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding because he or she is a director if he or she delivers to the corporation:

(1) A written affirmation of his or her good faith belief that he or she has met the relevant standard of conduct described in Code Section 14-2-851 or that the proceeding involves conduct for which liability has been eliminated under a provision of the articles of incorporation as authorized by paragraph (4) of subsection (b) of Code Section 14-2-202; and

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(2) His or her written undertaking to repay any funds advanced if it is ultimately determined that the director is not entitled to indemnification under this part.

     (b)           The undertaking required by paragraph (2) of subsection (a) of this Code section must be an unlimited general obligation of the director but need not be secured and may be accepted without reference to the financial ability of the director to make repayment.

     (c)            Authorizations under this Code section shall be made:

(1) By the board of directors:

(A)	When there are two or more disinterested directors, by a majority vote of all the disinterested directors (a majority of whom shall for such purpose constitute a quorum) or by a majority of the members of a committee of two or more disinterested directors appointed by such a vote; or
(B)	When there are fewer than two disinterested directors, by the vote necessary for action by the board in accordance with subsection (c) of Code Section 14-2-824, in which authorization directors who do not qualify as disinterested directors may participate; or

(2) By the shareholders, but shares owned or voted under the control of a director who at the time does not qualify as a disinterested director with respect to the proceeding may not be voted on the authorization.

14-2-854.           COURT-ORDERED INDEMNIFICATION AND ADVANCES FOR EXPENSES.

     (a)           A director who is a party to a proceeding because he or she is a director may apply for indemnification or advance for expenses to the court conducting the proceeding or to another court of competent jurisdiction. After receipt of an application and after giving any notice it considers necessary, the court shall:

(1)

Order indemnification or advance for expenses if it determines that the director is entitled to indemnification under this part; or

(2)

Order indemnification or advance for expenses if it determines, in view of all the relevant circumstances, that it is fair and reasonable to indemnify the director or to advance expenses to the director, even if the director has not met the relevant standard of conduct set forth in subsections (a) and (b) of Code Section 14-2-851, failed to comply with Code Section 14-2-853, or was adjudged liable in a proceeding referred to in paragraph (1) or (2) of subsection (d) of Code Section 14-2-851, but if the director was adjudged so liable, the indemnification shall be limited to reasonable expenses incurred in connection with the proceeding.

     (b)           If the court determines that the director is entitled to indemnification or advance for expenses under this part, it may also order the corporation to pay the director’s reasonable expenses to obtain court-ordered indemnification or advance for expenses.

14-2-855.           DETERMINATION AND AUTHORIZATION OF INDEMNIFICATION.

     (a)           A corporation may not indemnify a director under Code Section 14-2-851 unless authorized thereunder and a determination has been made for a specific proceeding that indemnification of the director is permissible in the circumstances because he or she has met the relevant standard of conduct set forth in Code Section 14-2-851.

     (b)           The determination shall be made:

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(1)	If there are two or more disinterested directors, by the board of directors by a majority vote of all the disinterested directors (a majority of whom shall for such purpose constitute a quorum) or by a majority of the members of a committee of two or more disinterested directors appointed by such a vote;
(2)	By special legal counsel:

(A)	Selected in the manner prescribed in paragraph (1) of this subsection; or
(B)	If there are fewer than two disinterested directors, selected by the board of directors (in which selection directors who do not qualify as disinterested directors may participate); or

(3) By the shareholders, but shares owned by or voted under the control of a director who at the time does not qualify as a disinterested director may not be voted on the determination.

     (c)           Authorization of indemnification or an obligation to indemnify and evaluation as to reasonableness of expenses shall be made in the same manner as the determination that indemnification is permissible, except that if there are fewer than two disinterested directors or if the determination is made by special legal counsel, authorization of indemnification and evaluation as to reasonableness of expenses shall be made by those entitled under subparagraph (b)(2)(B) of this Code section to select special legal counsel.

14-2-856.           SHAREHOLDER APPROVED INDEMNIFICATION.

     (a)           If authorized by the articles of incorporation or a bylaw, contract, or resolution approved or ratified by the shareholders by a majority of the votes entitled to be cast, a corporation may indemnify or obligate itself to indemnify a director made a party to a proceeding including a proceeding brought by or in the right of the corporation, without regard to the limitations in other Code sections of this part, but shares owned or voted under the control of a director who at the time does not qualify as a disinterested director with respect to any existing or threatened proceeding that would be covered by the authorization may not be voted on the authorization.

     (b)            The corporation shall not indemnify a director under this Code section for any liability incurred in a proceeding in which the director is adjudged liable to the corporation or is subjected to injunctive relief in favor of the corporation:

(1)	For any appropriation, in violation of the director’s duties, of any business opportunity of the corporation;
(2)	For acts or omissions which involve intentional misconduct or a knowing violation of law;
(3)	For the types of liability set forth in Code Section 14-2-832; or
(4)	For any transaction from which he or she received an improper personal benefit.

     (c) Where approved or authorized in the manner described in subsection (a) of this Code section, a corporation may advance or reimburse expenses incurred in advance of final disposition of the proceeding only if:

(1)	The director furnishes the corporation a written affirmation of his or her good faith belief that his or her conduct does not constitute behavior of the kind described in subsection (b) of this Code section; and
(2)	The director furnishes the corporation a written undertaking, executed personally or on his or her behalf, to repay any advances if it is ultimately determined that the director is not entitled to indemnification under this Code section.

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14-2-857.           INDEMNIFICATION OF OFFICERS, EMPLOYEES, AND AGENTS.

     (a)           A corporation may indemnify and advance expenses under this part to an officer of the corporation who is a party to a proceeding because he or she is an officer of the corporation:

(1)	To the same extent as a director; and
(2)	If he or she is not a director, to such further extent as may be provided by the articles of incorporation, the bylaws, a resolution of the board of directors, or contract except for liability arising out of conduct that constitutes:

(A)	Appropriation, in violation of his or her duties, of any business opportunity of the corporation;
(B)	Acts or omissions which involve intentional misconduct, or a knowing violation of law;
(C)	The types of liability set forth in Code Section 14-2-832; or
(D)	Receipt of an improper personal benefit.

     (b)           The provisions of paragraph (2) of subsection (a) of this Code section shall apply to an officer who is also a director if the sole basis on which he or she is made a party to the proceeding is an act or omission solely as an officer.

     (c)            An officer of the corporation who is not a director is entitled to mandatory indemnification under Code Section 14-2-852, and may apply to a court under Code Section 14-2-854 for indemnification or advances for expenses, in each case to the same extent to which a director may be entitled to indemnification or advances for expenses under those provisions.

     (d)           A corporation may also indemnify and advance expenses to an employee or agent who is not a director to the extent, consistent with public policy, that may be provided by its articles of incorporation, bylaws, general or specific action of its board of directors, or contract.

14-2-858.           INSURANCE

     A corporation may purchase and maintain insurance on behalf of an individual who is a director, officer, employee, or agent of the corporation or who, while a director, officer, employee, or agent of the corporation, serves at the corporation’s request as a director, officer, partner, trustee, employee, or agent of another domestic or foreign corporation, partnership, joint venture, trust, employee benefit plan, or other entity against liability asserted against or incurred by him or her in that capacity or arising from his or her status as a director, officer, employee, or agent, whether or not the corporation would have power to indemnify or advance expenses to him or her against the same liability under this part.

14-2-859.           APPLICATION OF PART

     (a)           A corporation may, by a provision in its articles of incorporation or bylaws or in a resolution adopted or a contract approved by its board of directors or shareholders, obligate itself in advance of the act or omission giving rise to a proceeding to provide indemnification or advance funds to pay for or reimburse expenses consistent with this part. Any such obligatory provision shall be deemed to satisfy the requirements for authorization referred to in subsection (c) of Code Section 14-2-853 or subsection (c) of Code Section 14-2-855. Any such provision that obligates the corporation to provide indemnification to the fullest extent permitted by law shall be deemed to obligate the corporation to advance funds to pay for or reimburse expenses in accordance with Code Section 14-2-853 to the fullest extent permitted by law, unless the provision specifically provides otherwise.

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     (b)            Any provision pursuant to subsection (a) of this Code section shall not obligate the corporation to indemnify or advance expenses to a director of a predecessor of the corporation, pertaining to conduct with respect to the predecessor, unless otherwise specifically provided. Any provision for indemnification or advance for expenses in the articles of incorporation, bylaws, or a resolution of the board of directors or shareholders, partners, or, in the case of limited liability companies, members or managers of a predecessor of the corporation or other entity in a merger or in a contract to which the predecessor is a party, existing at the time the merger takes effect, shall be governed by paragraph (3) of subsection (a) of Code Section 14-2-1106.

     (c)           A corporation may, by a provision in its articles of incorporation, limit any of the rights to indemnification or advance for expenses created by or pursuant to this part.

     (d)           This part does not limit a corporation’s power to pay or reimburse expenses incurred by a director or an officer in connection with his or her appearance as a witness in a proceeding at a time when he or she is not a party.

     (e)            Except as expressly provided in Code Section 14-2-857, this part does not limit a corporation’s power to indemnify, advance expenses to, or provide or maintain insurance on behalf of an employee or agent.

RESTATED AND AMENDED ARTICLES OF INCORPORATION AND BYLAWS

     As permitted by the GBCC, the Registrant’s Restated and Amended Articles of Incorporation provide that a director shall not be personally liable to the Registrant or its shareholders for monetary damages for breach of duty of care or other duty as a director, except that such provision shall not eliminate or limit the liability of a director (a) for any appropriation, in violation of his duties, of any business opportunity of the Registrant, (b) for acts or omissions that involve intentional misconduct or a knowing violation of law, (c) for unlawful corporate distributions under Section 14-2-832 of the GBCC or (d) for any transaction from which the director derived an improper personal benefit.

     Under Article VI of the Registrant’s Bylaws, the Registrant is required to indemnify any person who is made or threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and whether formal or informal (including any action by or in the right of the Registrant), by reason of the fact that he is or was a director, officer, agent or employee of the Registrant against expenses (including reasonable attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such proceeding provided that such person shall not be indemnified in any proceeding in which he is adjudged liable to the Registrant for (i) any appropriation, in violation of his duties, of any business opportunity of the Registrant, (ii) acts or omissions which involve intentional misconduct or knowing violation of law, (iii) unlawful corporate distributions or (iv) any transaction from which such person received improper personal benefit. Expenses incurred by any person according to the foregoing provisions shall be paid by the Registrant in advance of the final disposition of such proceeding upon receipt of the written affirmation of such person’s good faith belief that he has met the standards of conduct required under the Bylaws.

Item 7.           Exemption from Registration Claimed

Not applicable.

Item 8.            Exhibits

Exhibit	Description
4.1	Cousins Properties Incorporated 1995 Stock Incentive Plan
4.2	Cousins Properties Incorporated 1999 Incentive Stock Plan, as amended and restated (filed as Annex B to the Company’s Proxy Statement, filed with the Commission on March 31, 2004 and incorporated herein by reference)

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Exhibit	Description
4.3	Cousins Properties Incorporated Stock Plan for Outside Directors, as amended and restated (filed as Exhibit 10(d) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2002 and incorporated herein by reference)
5.1	Opinion of King & Spalding LLP
23.1	Consent of Deloitte & Touche LLP
23.2	Consent of King & Spalding LLP (included in Exhibit 5.1)
24.1	Power of Attorney (included on signature page)

Item 9.           Undertakings

(a) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i)	To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii)	To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
(iii)	To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

	provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement.
(2)	That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3)	To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s Annual Report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration

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statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Cobb County, State of Georgia, on this 1st day of December, 2004.

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

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Thomas D. Bell, Jr. and James A. Fleming, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for such persons and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Registration Statement, and to file the same with all exhibits thereto and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and to perform each and every act and thing requisite or necessary to be done in and about the premises, as fully and to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and any of them, or their substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacity indicated on the 1st day of December, 2004.

Signature	Title
/s/ Thomas D. Bell, Jr. Thomas D. Bell, Jr.	President, Chief Executive Officer and Vice Chairman of the Board of Directors (Principal Executive Officer)
/s/ James A. Fleming James A. Fleming	Executive Vice President and Chief Financial Officer (Principal Financial Officer)

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Signature	Title
/s/ Michael A. Quinlan Michael A. Quinlan	Senior Vice President, Chief Accounting Officer, Controller and Assistant Secretary (Principal Accounting Officer)
/s/ Thomas G. Cousins Thomas G. Cousins	Chairman of the Board of Directors
Erskine B. Bowles	Director
/s/ Richard W. Courts, II Richard W. Courts, II	Director
Lillian C. Giornelli	Director
/s/ Boone A. Knox Boone A. Knox	Director
/s/ John J. Mack John J. Mack	Director
Hugh L. McColl, Jr.	Director
/s/ William Porter Payne William Porter Payne	Director

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EXHIBIT INDEX

Exhibit	Description
4.1	Cousins Properties Incorporated 1995 Stock Incentive Plan
4.2	Cousins Properties Incorporated 1999 Incentive Stock Plan, as amended and restated (filed as Annex B to the Company’s Proxy Statement, filed with the Commission on March 31, 2004 and incorporated herein by reference)
4.3	Cousins Properties Incorporated Stock Plan for Outside Directors, as amended and restated (filed as Exhibit 10(d) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2002 and incorporated herein by reference)
5.1	Opinion of King & Spalding LLP
23.1	Consent of Deloitte & Touche LLP
23.2	Consent of King & Spalding LLP (included in Exhibit 5.1)
24.1	Power of Attorney (included on signature page)

EX-4.1

EXHIBIT 4.1

COUSINS PROPERTIES INCORPORATED

          1995 STOCK INCENTIVE PLAN

TABLE OF CONTENTS

	Page
ss. 1. BACKGROUND		A-1
ss. 2. PURPOSE		A-1
ss. 3. DEFINITIONS		A-1
3.1. Board		A-1
3.2. Change in Control		A-1
3.3. Code		A-1
3.4. Committee		A-1
3.5. CPI		A-1
3.6. CREC		A-2
3.7. Fair Market Value		A-2
3.8. ISO		A-2
3.9. Key Employee		A-2
3.10. 1933 Act		A-2
3.11. 1989 Plan		A-2
3.12. Non-ISO		A-2
3.13. Option		A-2
3.14. Option Certificate		A-2
3.15. Option Price		A-2
3.16. Parent Corporation		A-2
3.17. Plan		A-2
3.18. Rule 16b-3		A-2
3.19. Stock		A-2
3.20. Subsidiary		A-3
3.21. Surrendered Option		A-3
3.22. Restricted Stock		A-3
3.23. Restricted Stock Certificate		A-3
3.24. Ten Percent Shareholder		A-3
ss. 4. SHARES SUBJECT TO OPTIONS OR RESTRICTED STOCK GRANTS		A-3
ss. 5. EFFECTIVE DATE		A-3
ss. 6. COMMITTEE		A-4
ss. 7. ELIGIBILITY		A-4

	Page
ss. 8. GRANT OF OPTIONS		A-4
8.1 Committee Action		A-4
8.2 $100,000 Limit		A-4
ss. 9. OPTION PRICE		A-5
ss. 10. EXERCISE PERIOD		A-5
ss. 11. RESTRICTED STOCK		A-6
11.1 Committee Action		A-6
11.2 Conditions		A-6
11.3 Dividends and Voting Rights		A-6
11.4 Satisfaction of All Conditions		A-7
ss. 12. NONTRANSFERABILITY		A-7
ss. 13. SURRENDER OF OPTIONS		A-7
13.1 General Rule		A-7
13.2 Procedure		A-7
13.3 Payment		A-8
13.4 Restrictions		A-8
ss. 14. SECURITIES REGISTRATION AND RESTRICTIONS		A-8
ss. 15. LIFE OF PLAN		A-9
ss. 16. ADJUSTMENT		A-9
ss. 17. SALE OR MERGER OF CPI; CHANGE IN CONTROL		A-10
17.1 Sale or Merger		A-10
17.2 Change in Control		A-10
ss. 18. AMENDMENT OR TERMINATION		A-10
ss. 19. MISCELLANEOUS		A-11
19.1 No Shareholder Rights		A-11
19.2 No Contract of Employment		A-11
19.3 Withholding		A-11
19.4 Construction		A-11
19.5 Loans		A-11

ss. 1.

BACKGROUND

     This Plan is an amendment and restatement of the 1989 Plan, and this Plan is effective as of September 5, 1995.

ss. 2.

PURPOSE

     The purpose of this Plan is to promote the interests of CPI and its related companies by granting Options to purchase Stock and Restricted Stock to Key Employees in order (1) to attract and retain Key Employees, (2) to provide an additional incentive to each Key Employee to work to increase the value of Stock and (3) to provide each Key Employee with a stake in the future of CPI which corresponds to the stake of each of CPI’s shareholders.

ss. 3.

DEFINITIONS

     Each term set forth in this ss. 3 shall have the meaning set forth opposite such term for purposes of this Plan and, for purposes of such definitions, the singular shall include the plural and the plural shall include the singular.

     3.1. Board — means the Board of Directors of CPI.

     3.2. Change in Control — means (a) the acquisition of the power to direct, or cause the direction, of the management and policies of CPI by a person (not previously possessing such power), acting alone or in conjunction with others, whether through the ownership of Stock, by contract or otherwise, or (b) the acquisition, directly or indirectly, of the power to vote 20% or more of the outstanding Stock by a person or persons (other than a person possessing such power on the date this Plan becomes effective or CPI or an employee benefit plan established and maintained by CPI). For purposes of this definition, (i) the term “person” means a natural person, corporation, partnership, joint venture, trust, government or instrumentality of a government and (ii) customary agreements with or between underwriters and selling group members with respect to a bona fide public offering of Stock shall be disregarded.

     3.3. Code — means the Internal Revenue Code of 1986, as amended.

     3.4. Committee — means a committee which shall have at least 2 members, each of whom shall be appointed by and shall serve at the pleasure of the Board and shall come within the definition of a “disinterested person” under Rule 16b-3 and an “outside director” under ss. 162(m) of the Code.

     3.5. CPI — means Cousins Properties Incorporated and any successor to such corporation.

     3.6. CREC — means Cousins Real Estate Corporation and any successor to such corporation.

     3.7. Fair Market Value — means (1) the closing price on any date for a share of Stock as reported by The Wall Street Journal under the New York Stock Exchange Composite Transactions or, if Stock is no longer traded on the New York Stock Exchange, under the quotation system under which such closing price is reported or, if The Wall Street Journal no longer reports such closing price, such closing price as reported by a newspaper or trade journal selected by the Committee or, if no such closing price is available on such date, (2) such closing price as so reported in accordance with ss. 3.7(1) for the immediately preceding business day, or, if no newspaper or trade journal reports such closing price or if no such price quotation is available, (3) the price which the Committee acting in good faith determines through any reasonable valuation method that a share of Stock might change hands between a willing buyer and a willing seller, neither being under any compulsion to buy or to sell and both having reasonable knowledge of the relevant facts.

     3.8. ISO — means an option granted under this Plan to purchase Stock which is intended to satisfy the requirements of ss. 422 of the Code.

     3.9. Key Employee — means an employee of CPI, CREC or any Subsidiary of CPI or CREC who, in the judgment of the Committee acting in its absolute discretion, is a key to the success of CPI, CREC or a Subsidiary of CPI or CREC.

     3.10. 1933 Act — means the Securities Act of 1933, as amended.

     3.11. 1989 Plan — means the Cousins Properties Incorporated 1989 Stock Option Plan as amended through September 4, 1995.

     3.12. Non-ISO — means an option granted under this Plan to purchase stock which is intended to fail to satisfy the requirements of ss. 422 of the Code.

     3.13. Option — means an ISO or a Non-ISO.

     3.14. Option Certificate — means the written agreement or instrument which sets forth the terms of an Option granted to a Key Employee under this Plan.

     3.15. Option Price — means the price which shall be paid to purchase one share of Stock upon the exercise of an Option granted under this Plan.

     3.16. Parent Corporation — means any corporation which is a parent of CPI within the meaning of ss.424(e) of the Code.

     3.17. Plan — means this Cousins Properties Incorporated 1996 Stock Incentive Plan effective as of September 5, 1995 and as amended from time to time thereafter.

     3.18. Rule 16b-3 — means the exemption under Rule 16b-3 to Section 16b of the Securities Exchange Act of 1934, as amended, or any successor to such rule.

     3.19. Stock — means the $1.00 par value Common Stock of CPI.

     3.20. Subsidiary — means any corporation which is a subsidiary corporation (within the meaning of ss. 424(f) of the Code) of another corporation.

     3.21. Surrendered Option— means the shares of Stock subject to an Option described in ss. 13.2 which (in lieu of being purchased through the exercise of such Option) are surrendered for cash or for Stock, or for a combination of cash and Stock, in accordance with ss. 13.

     3.22. Restricted Stock — means Stock granted to a Key Employee under ss.11 of this Plan.

     3.23. Restricted Stock Certificate — means the written agreement or instrument which sets forth the terms and conditions of a Restricted Stock grant to a Key Employee.

     3.24. Ten Percent Shareholder — means a person who owns (after taking into account the attribution rules of ss. 424(d) of the Code) more than ten percent (10%) of the total combined voting power of all classes of stock of either CPI, a Subsidiary of CPI or a Parent Corporation.

ss. 4.

SHARES SUBJECT TO OPTIONS OR RESTRICTED STOCK GRANTS

     There shall be 3.5 million shares of Stock reserved for use under this Plan, 2 million of which were originally reserved for use under the 1989 Plan. Such shares of Stock shall be reserved to the extent that CPI deems

appropriate from authorized but unissued shares of Stock and from shares of Stock which have been reacquired by CPI. Any shares of Stock subject to an Option which remain unissued after the cancellation, expiration or exchange of such Option for another Option and any shares of Restricted Stock which are forfeited thereafter shall again become available for use under this Plan, but any Surrendered Shares which remain unissued after the surrender of an Option under ss. 13 and any shares of Stock used to exercise an Option under ss. 9 or to satisfy a withholding obligation under ss. 19.3 shall not again be available for use under this Plan.

ss. 5.

EFFECTIVE DATE

     The effective date of this Plan shall be September 5, 1995, provided CPI’s shareholders (acting at a duly called meeting of such shareholders) approve the amendment and restatement of the 1989 Plan in the form of this Plan within twelve (12) months after the date the Board adopts this Plan and such approval satisfies the requirements for shareholder approval under Rule 16b-3. Any Option or Restricted Stock granted after September 4, 1995 and before such shareholder approval automatically shall be granted subject to such approval. If there is no such approval by CPI’s shareholders, the 1989 Plan shall remain in full force and effect.

ss. 6.

COMMITTEE

     This Plan shall be administered by the Committee. The Committee acting in its absolute discretion shall exercise such powers and take such action as expressly called for under this Plan and, further, the Committee shall have the power to interpret this Plan and to take such other action in the administration and operation of this Plan as the Committee deems equitable under the circumstances, which action shall be binding on CPI, on each affected Key Employee and on each other person directly or indirectly affected by such action.

ss. 7.

ELIGIBILITY

     Only Key Employees shall be eligible for the grant of Options or Restricted Stock under this Plan.

ss. 8.

GRANT OF OPTIONS

     8.1. Committee Action. The Committee acting in its absolute discretion shall grant Options to Key Employees under this Plan from time to time to purchase shares of Stock and, further, shall have the right to grant new Options in exchange for the cancellation of outstanding Options which have a higher or lower Option Price; provided, however, no ISO shall be granted to a Key Employee unless he or she is employed by CPI or a Subsidiary of CPI and no Option shall be granted in any calendar year to any Key Employee for more than 200,000 shares of Stock. Each grant of an Option shall be evidenced by an Option Certificate, and each Option Certificate shall

     (a) specify whether the Option is an ISO or Non-ISO, and

     (b) incorporate such other terms and conditions as the Committee acting in its absolute discretion deems consistent with the terms of this Plan, including (without limitation) a limitation on the number of shares subject to the Option which first become exercisable subject to surrender during any particular period.

     If the Committee grants an ISO and a Non-ISO to a Key Employee on the same date, the right of the Key Employee to exercise or surrender the ISO shall not be conditioned on his or her failure to exercise or surrender the Non-ISO.

     8.2. $100,000 Limit. The aggregate Fair Market Value of the shares of Stock subject to ISOs and other incentive stock options (which satisfy the requirements under ss. 422 of the Code) granted to a Key Employee under this Plan and under any other stock option plan adopted by CPI, a Subsidiary of CPI or a Parent Corporation which first become exercisable in any calendar year shall not exceed $100,000. Such Fair Market Value figure shall be determined by the Committee on the date the ISO or other incentive stock option is granted. The Committee shall interpret and administer the limitation set forth in this ss. 8.2 in accordance with ss. 422(d) of the Code, and the Committee shall treat this ss. 8.2 as in effect only for those periods for which ss. 422(d) of the Code is in effect.

ss. 9.

OPTION PRICE

     The Option Price for each share of Stock subject to an ISO shall be no less than the Fair Market Value of a share of Stock on the date the ISO is granted or, if the ISO is granted to a Key Employee who is a Ten Percent Shareholder, the Option Price for each share of Stock subject to such ISO shall be no less than 110% of the Fair Market Value of a share of Stock on the date the ISO is granted. On the other hand, the Option Price for a Non-ISO may be less than the Fair Market Value of a share of Stock on the date the Non-ISO is granted but shall under no circumstances be less than adequate consideration (as determined by the Board) for such a share. The Option Price shall be payable in full upon the exercise of any Option, and an Option Certificate at the discretion of the Committee may provide for the payment of the Option Price either in cash or in Stock which has been held by the Key Employee for at least 6 months or in any combination of cash and such Stock. If an Option Certificate allows the payment of the Option Price in whole or in part in Stock, such payment shall be made in Stock acceptable to the Committee. The Committee may also (in its discretion) allow a Key Employee to pay such Option Price (in whole or in part) by electing that CPI withhold shares of Stock (that otherwise would be transferred to such Key Employee as a result of the exercise of such Option) to the extent that he elects to pay such Option Price through such withheld shares of Stock. Any payment made in Stock shall be treated as equal to the Fair Market Value of such Stock on the date the properly endorsed certificate for such Stock is delivered to the Committee or the date the Stock is treated by the Committee as withheld from the exercise of the Option.

ss. 10.

EXERCISE PERIOD

     Each Option granted under this Plan shall be exercisable in whole or in part at such time or times as set forth in the related Option Certificate, but no Option Certificate shall

               (a) make an Option exercisable before the end of the six month period which starts on the date such Option is granted, or

                (b) make an Option exercisable on or after the earliest of the

                          (1) the date which is the fifth anniversary of the date the Option is granted, if the Option is an ISO and the Key Employee is a Ten Percent Shareholder on the date the Option is granted, or

                          (2) the date which is the tenth anniversary of the date such Option is granted, if such Option is granted to a Key Employee who is not a Ten Percent Shareholder on the date the Option is granted.

     An Option Certificate may provide for the exercise of an Option after the employment of a Key Employee has terminated for any reason whatsoever, including death or disability.

ss. 11.

RESTRICTED STOCK

     11.1. Committee Action. The Committee acting in its absolute discretion shall have the right to grant Restricted Stock to a Key Employee under this Plan from time to time and, further, shall have the right to make new Restricted Stock grants in exchange for outstanding Restricted Stock grants. Each Restricted Stock grant shall be evidenced by a Restricted Stock Certificate, and each Restricted Stock Certificate shall set forth the conditions, if any, under which Stock will be issued in the name of the Key Employee and the conditions, if any, under which the Key Employee’s interest in such Stock will become nonforfeitable.

     11.2. Conditions.

                (a) Issuance Subject to Conditions. The Committee acting in its absolute discretion may make the issuance of Restricted Stock in the name of a Key Employee subject to the satisfaction of one, or more than one, objective employment, performance or other grant condition which the Committee deems appropriate under the circumstances, and the related Restricted Stock Certificate shall set forth each such condition, if any, and the deadline, if any, for satisfying each such condition. Stock subject to a Restricted Stock grant shall be issued in the name of a Key Employee only after each such condition, if any, has been satisfied, and such Stock shall be held by CPI (or CPI’s delegate) pending the satisfaction of the forfeiture conditions, if any, set forth in the related Restricted Stock Certificate.

                (b) Grants Subject to Forfeiture. The Committee acting in its absolute discretion may make Restricted Stock issued in the name of a Key Employee subject to one, or more than one, objective employment, performance or other forfeiture condition which the Committee acting in its absolute discretion deems appropriate under the circumstances, and the related Restricted Stock Certificate shall set forth each such forfeiture condition, if any, and the related deadline, if any, for satisfying each such forfeiture condition. Stock issued in the name of a Key Employee shall be forfeited unless each such forfeiture condition, if any, has been satisfied.

                (c) Section 162(m). Except where the Committee deems it in the best interests of CPI, the Committee shall use its best efforts to grant Restricted Stock either (1) subject to at least one condition which can result in the Restricted Stock qualifying as “performance-based compensation” under ss. 162(m) of the Code if the shareholders of CPI approve such condition and the Committee takes such other action as the Committee deems necessary or appropriate for such grant to so qualify under ss. 162(m) or (2) under such other circumstances as the Committee deems likely to result in an income tax deduction for the grant.

     11.3. Dividends and Voting Rights. Each Restricted Stock Certificate shall specify what rights, if any, a Key Employee shall have with respect to the Stock issued in the name of a Key Employee, including rights to dividends and to vote, pending the forfeiture of such Stock or the lapse of each forfeiture condition, if any, with respect to such Stock. Furthermore, the Committee may grant dividend equivalent rights on Restricted Stock while such Stock remains subject to an issuance condition under ss. 11.2(a) under which cash equivalent to a dividend shall be paid when a dividend is paid, and any such dividend equivalent right shall be set forth in the related Restricted Stock Certificate.

     11.4. Satisfaction of All Conditions. A share of Stock issued in the name of a Key Employee shall cease to be Restricted Stock at such time as a Key Employee’s interest in such Stock becomes nonforfeitable, and the certificate representing such share shall be released by CPI and transferred to the Key Employee as soon as practicable thereafter. However, if a share of Restricted Stock is issued and nonforfeitable before the end of the six month period which starts on the date of the grant of such Restricted Stock, CPI shall have the right to issue such stock subject to a restriction that the Key Employee hold such stock for the remainder of such six month period or CPI shall have the right to take such other action as CPI deems necessary or appropriate to make sure that the Key Employee satisfies the applicable six month holding period requirement set forth in Rule 16b-3.

ss. 12.

NONTRANSFERABILITY

     Neither an Option granted under this Plan, any related surrender rights under ss. 13 nor any Restricted Stock shall be transferable by a Key Employee other than by will or by the laws of descent and distribution, and such Option shall be exercisable during a Key Employee’s lifetime only by the Key Employee. The person or persons to whom an Option or Restricted Stock is transferred by will or by the laws of descent and distribution thereafter shall be treated as the Key Employee.

ss. 13.

SURRENDER OF OPTIONS

     13.1. General Rule. The Committee acting in its absolute discretion may incorporate a provision in an Option Certificate to allow a Key Employee to surrender his or her Option in whole or in part, in lieu of the exercise in whole or in part of that Option, on any date that

                (a) the Fair Market Value of the Stock subject to such Option exceeds the Option Price for such Stock, and

                (b) the Option to purchase such Stock is otherwise exercisable.

     13.2. Procedure. The surrender of an Option in whole or in part shall be effected by the delivery of the related Option Certificate to the Committee (or to its delegate) together with a statement signed by the Key Employee which states

     (a) the number of shares of Stock as to which the Key Employee surrenders his or her Option,

     (b) whether such shares are ISOs or Non-ISOs (if his or her Option includes ISOs and Non-ISOs) and,

     (c) at the Key Employee’s option, how he or she desires payment be made for such Surrendered Option under ss. 13.3.

     13.3. Payment. A Key Employee in exchange for his or her Surrendered Option shall (to the extent consistent with the exemption under Rule 16b-3) receive a payment in cash or in Stock, or in a combination of cash and Stock, equal in amount on the date such surrender is effected to the excess of the Fair Market Value of the Surrendered Option on such date over the Option Price for the Surrendered Option. The Committee acting in its absolute discretion shall determine the form and timing of such payment, and the Committee shall have the right

                (a) to take into account whatever factors the Committee deems appropriate under the circumstances, including any written request made by the Key Employee and delivered to the Committee (or to its delegate) and

                (b) to forfeit a Key Employee’s right to payment of cash in lieu of a fractional share of Stock if the Committee deems such forfeiture necessary in order for the surrender of his or her Option under this ss. 13 to come within the exemption under Rule 16b-3.

     13.4. Restrictions. Any Option Certificate which incorporates a provision to allow a Key Employee to surrender his or her Option in whole or in part also shall incorporate such additional restrictions, if any, on the exercise or surrender of such Option as the Committee deems necessary or appropriate, including restrictions to satisfy the conditions to the exemption related to such surrender rights under Rule 16b-3.

ss. 14.

SECURITIES REGISTRATION AND RESTRICTIONS

     Each Option Certificate and Restricted Stock Certificate shall provide that, upon the receipt of shares of Stock as a result of the exercise or surrender of an Option or the lapse of the forfeiture conditions, if any, on any Restricted Stock, the Key Employee shall, if so requested by CPI, agree to hold such shares of Stock for investment and not with a view of resale or distribution to the public and, if so requested by CPI, shall deliver to CPI a written statement satisfactory to CPI to that effect. Each Option Certificate and Restricted Stock Certificate also shall provide that, if so requested by CPI, the Key Employee shall make a written representation to CPI that he or she will not sell or offer for sale any of such Stock unless a registration statement shall be in effect with respect to such Stock under the 1933 Act and any applicable state securities law or he or she shall have furnished to CPI an opinion in form and substance satisfactory to CPI of legal counsel satisfactory to CPI that such registration is not required. Certificates representing the Stock transferred upon the exercise or surrender of an Option or upon the lapse of the forfeiture conditions, if any, on any Restricted Stock may at the discretion of CPI bear a legend to the effect that such Stock has not been registered under the 1933 Act or any applicable state securities law and that such Stock cannot be sold or offered for sale in the absence of an effective registration statement as to such Stock under the 1933 Act and any applicable state securities law or an opinion in form and substance satisfactory to CPI of legal counsel satisfactory to CPI that such registration is not required.

ss. 15.

LIFE OF PLAN

     No Option or Restricted Stock shall be granted under this Plan on or after the earlier of

     (a) the tenth anniversary of the effective date of the 1989 Plan (as determined under ss. 4 of the 1989 Plan), in which

event this Plan shall continue in effect thereafter until all outstanding Options have been surrendered or exercised in full or no longer are exercisable and all outstanding Restricted Stock grants have been forfeited or the forfeiture conditions, if any, with respect to such grants have lapsed, or

                (b) the date on which all of the Stock eserved under ss.4 of this Plan has (as a result of the exercise or surrender of Options or th lapse of the forfeiture conditions, if any, on all Restricted Stock) been issued or no longer is available for use under this Plan, in which event this Plan also shall terminate on such date.

ss. 16.

ADJUSTMENT

     The number of shares of Stock reserved under ss. 4 of this Plan and the number of shares of Stock subject to Options granted under this Plan and the Option Price of such Options as well as the number of shares of Restricted Stock granted under this Plan shall be adjusted by the Board in an equitable manner to reflect any change in the capitalization of CPI, including, but not limited to, such changes as stock dividends or stock splits. Furthermore, the Board shall have the right to adjust (in a manner which satisfies the requirements of ss. 424(a) of the Code) the number of shares of Stock reserved under ss. 4 of this Plan and the number of shares subject to Options granted under this Plan and the Option Price of such Options as well as the number of shares of Restricted Stock granted under this Plan in the event of any corporate transaction described in ss. 424(a) of the Code which provides for the substitution or assumption of such Options. If any adjustment under this ss. 16 would create a fractional share of Stock or a right to acquire a fractional share of Stock, such fractional share shall be disregarded and the number of shares of Stock reserved under this Plan and the number subject to any Options granted under this Plan shall be the next lower number of shares of Stock, rounding all fractions downward. An adjustment made under this ss. 16 by the Board shall be conclusive and binding on all affected persons and, further, shall not constitute an increase in “the number of shares reserved under ss. 4” within the meaning of ss. 18(a) of this Plan.

ss. 17.

SALE OR MERGER OF CPI; CHANGE IN CONTROL

     17.1. Sale or Merger. If CPI agrees to sell all or substantially all of its assets for cash or property or for a combination of cash and property or agrees to any merger, consolidation, reorganization, division or other corporate transaction in which Stock is converted into another security or into the right to receive securities or property and such agreement does not provide for the assumption or substitution of the Options or Restricted Stock granted under this Plan, each then outstanding Option and Restricted Stock grant at the direction and discretion of the Board may be cancelled unilaterally by CPI as of any date before the effective date of such transaction in exchange for the same consideration which each Key Employee would have received if (a) each such Option had been exercisable in full on such date and each Key Employee on such date had surrendered each such Option for Stock under ss. 13 and (b) all the Stock subject to each Restricted Stock grant had been issued and had become nonforfeitable on such date.

     17.2. Change in Control. If the Board determines that there has been a Change in Control of CPI or a tender or exchange offer is made for Stock (other than by CPI or an employee benefit plan established and maintained by CPI), the Board thereafter shall have the right to take such action with respect to any or all unexercised Options and Restricted Stock grants under this Plan as the Board deems appropriate under the circumstances to protect the interest of CPI in maintaining the integrity of such grants under this Plan, including following the procedure set forth in ss. 17.1 for a sale or merger of CPI with respect to such Options. The Board shall have the right to take different action under this ss. 17.2 with respect to different Key Employees or different groups of Key Employees, as the Board deems appropriate under the circumstances.

ss. 18.

AMENDMENT OR TERMINATION

     This Plan may be amended by the Board from time to time to the extent that the Board deems necessary or appropriate; provided, however, no such amendment shall be made absent the proper approval of the shareholders of CPI (a) to increase the number of shares reserved under ss. 4, (b) to extend the maximum life of the Plan under ss. 15 or the maximum exercise period under ss. 10, (c) to decrease the minimum option price under ss. 9, (d) to change the class of employees eligible for Options under ss. 7 or to otherwise materially modify (within the meaning of Rule 16b-3) the requirements as to eligibility for participation in this Plan or (e) to otherwise materially increase (within the meaning of Rule 16b-3) the benefits accruing to Key Employees under this Plan. The Board also may suspend the granting of Options or Restricted Stock under this Plan at any time and may terminate this Plan at any time; provided, however, CPI shall not have the right unilaterally to modify, amend or cancel any Option or Restricted Stock granted before such suspension or termination

unless (1) the Key Employee consents in writing to such modification, amendment or cancellation or (2) there is a dissolution or liquidation of CPI or a transaction described in ss. 16 or ss. 17 of this Plan.

ss. 19.

MISCELLANEOUS

     19.1. No Shareholder Rights. No Key Employee shall have any rights as a shareholder of CPI as a result of the grant of an Option to him or to her under this Plan or his or her exercise or surrender of such Option pending the actual delivery of Stock subject to such Option to such Key Employee, and no Key Employee shall have any rights as a shareholder with respect to any Restricted Stock except those rights, if any, set forth in the related Restricted Stock Certificate.

     19.2. No Contract of Employment. The grant of an Option or Restricted Stock to a Key Employee under this Plan shall not constitute a contract of employment and shall not confer on a Key Employee any rights upon his or her termination of employment in addition to those rights, if any, expressly set forth in the Option Certificate which evidences his or her Option or the Restricted Stock Certificate which evidences his or her Restricted Stock.

     19.3. Withholding. Each Option and Restricted Stock grant shall be made subject to the condition that the Key Employee consents to whatever action the Committee directs to satisfy the federal and state tax withholding requirements, if any, which the Committee in its discretion deems applicable to the exercise or surrender of such Option or the lapse of any forfeiture conditions with respect to Restricted Stock issued in the name of the Key Employee. The Committee also shall have the right to provide in an Option Certificate or a Restricted Stock Certificate that a Key Employee may elect to satisfy federal and state tax withholding requirements through a reduction in the number of shares of Stock actually transferred to him or to her under this Plan, and any such election and any such reduction shall be effected so as to satisfy the conditions to the exemption under Rule 16b-3.

     19.4. Construction. This Plan shall be construed under the laws of the State of Georgia.

     19.5. Loans. If approved by the Board, CPI may lend money or guarantee loans by third parties to any Key Employee to finance the exercise of any Option granted under this Plan.

     IN WITNESS WHEREOF, Cousins Properties Incorporated has caused its duly authorized officer to execute this Plan this ___day of ___, 1995 to evidence its adoption of this Plan.

COUSINS PROPERTIES INCORPORATED
 

By:  

Title: 

EX-5.1

EXHIBIT 5.1

[King & Spalding LLP Letterhead]

December 1, 2004

Cousins Properties Incorporated
2500 Windy Ridge Parkway
Atlanta, GA 30339-5683

     Re:           Cousins Properties Incorporated — Form S-8 Registration Statement

Ladies and Gentlemen:

     We have acted as counsel for Cousins Properties Incorporated, a Georgia corporation (the “Company”), in connection with the preparation of a Registration Statement on Form S-8 (the “Registration Statement”) to be filed with the Securities and Exchange Commission. The Registration Statement relates to (i) 99,638 shares of the Company’s common stock, par value $1.00 per share (the “Common Stock”), to be issued pursuant to, or issued upon the exercise of options granted pursuant to, the Cousins Properties Incorporated 1995 Stock Incentive Plan (the “1995 Stock Incentive Plan”), (ii) 1,556,058 shares of the Company’s Common Stock to be issued pursuant to, or issued upon the exercise of options granted pursuant to, the Cousins Properties Incorporated 1999 Incentive Stock Plan, as amended and restated (the “1999 Incentive Stock Plan”) and (iii) 13,661 shares of the Company’s Common Stock to be issued pursuant to, or issued upon the exercise of options granted pursuant to, the Cousins Properties Incorporated Stock Plan for Outside Directors, as amended and restated (together with the 1995 Incentive Stock Plan and the 1999 Incentive Stock Plan, the “Plans”) (all such shares and options issuable pursuant to the Plans are referred to herein as the “Shares” and “Options,” respectively).

     As such counsel, we have examined and relied upon such records, documents, certificates and other instruments as in our judgment are necessary or appropriate to form the basis for the opinions hereinafter set forth. In all such examinations, we have assumed the genuineness of signatures on original documents and the conformity to such original documents of all copies submitted to us as certified, conformed or photographic copies, and as to certificates of public officials, we have assumed the same to have been properly given and to be accurate.

     For purposes of this opinion, we have assumed the following: (1) the Shares that may be issued pursuant to the Plans or upon exercise of the Options granted pursuant to the Plans will continue to be duly authorized on the dates of such issuance and (2) on the date on which any Option is exercised, such Option will have been duly executed, issued and delivered by the Company and will constitute the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms subject, as to enforceability, to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally, general equitable principles and the discretion of courts in granting equitable remedies.

     The opinions expressed herein are limited in all respects to the federal laws of the United States of America and laws of the State of Georgia, and no opinion is expressed with respect to the laws of any other jurisdiction or any effect which such laws may have on the opinions expressed herein. This opinion is limited to the matters stated herein, and no opinion is implied or may be inferred beyond the matters expressly stated herein.

     Based upon the foregoing and subject to the limitations, qualifications and assumptions set forth herein, we are of the opinion that:

a. The Shares are duly authorized; and

Cousins Properties Incorporated
December 1, 2004
Page 2

b. When the Shares are issued pursuant to the Plans or upon exercise of the Options granted pursuant to the Plans against payment therefor, as the case may be, as provided in the Plans, such Shares will be validly issued, fully paid and nonassessable.

     This opinion is given as of the date hereof, and we assume no obligation to advise you after the date hereof of facts or circumstances that come to our attention or changes in law that occur which could affect the opinions contained herein. This letter is being rendered solely for the benefit of Cousins Properties Incorporated in connection with the matters addressed herein. This opinion may not be furnished to or relied upon by any person or entity for any purpose without our prior written consent.

     We consent to the filing of this opinion as an Exhibit to the Registration Statement.

Very truly yours,

             /s/ King & Spalding LLP

EX-23.1

EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement of Cousins Properties Incorporated on Form S-8 of our report dated February 25, 2004, except for Notes 4, 8, and 12, as to which the date is November 8, 2004 (which report expresses an unqualified opinion and includes an explanatory paragraph relating to the adoption of Statement of Financial Accounting Standards No. 144), appearing in the Current Report on Form 8-K of Cousins Properties Incorporated dated November 9, 2004, our report dated February 25, 2004 (which report expresses an unqualified opinion and includes an explanatory paragraph relating to the adoption of Statement of Financial Accounting Standards No. 144) on the related financial statement schedule appearing in the Annual Report on Form 10-K of Cousins Properties Incorporated for the year ended December 31, 2003, and our report dated February 25, 2004 on the financial statements and related financial statement schedule of CSC Associates, L.P. appearing in the Annual Report on Form 10-K of Cousins Properties Incorporated for the year ended December 31, 2003.

/s/ Deloitte & Touche LLP

Atlanta, Georgia
December 1, 2004