8-K

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): February 8, 2005

Cousins Properties Incorporated

(Exact name of registrant as specified in its charter)

Georgia

(State or other jurisdiction of incorporation)

0-3576

(Commission File Number)

58-0869052

(IRS Employer Identification Number)

2500 Windy Ridge Parkway, Atlanta, Georgia 30339-5683

(Address of principal executive offices)

Registrant’s telephone number, including area code: (770) 955-2200

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 Principal Officers; Election of Directors; Appointment of Principal Officers

     (b) Mr. Michael A. Quinlan resigned from his role as Senior Vice President, Chief Accounting Officer and Controller for Cousins Properties Incorporated (the “Company”) effective as of February 8, 2005. Mr. Quinlan will continue as an employee of the Company through February 25, 2005.

     (c) On February 8, 2005, the Company appointed Mr. John D. Harris, Jr., age 45, as its Senior Vice President and Chief Accounting Officer. From 2000 to 2003, Mr. Harris served as the Chief Financial Officer, Secretary, and Treasurer for JDN Realty Company, a real estate investment trust specializing in the development and management of retail properties. Beginning in 2004, Mr. Harris was the Vice President and Corporate Controller for Wells Real Estate Funds, Inc. (“Wells”), a real estate investment and management company. In 2004, Wells served as an advisor to Wells Real Estate Investment Trust II, Inc., which purchased three office buildings from the Company.

     (d) On February 8, 2005, the Board of Directors of the Company appointed James H. Hance, Jr. and S. Taylor Glover to the Board of Directors. In accordance with the Company’s Bylaws, Messrs. Hance and Glover will each stand for election at the Company’s next annual meeting of shareholders. There are no arrangements or undertakings between either Mr. Hance or Mr. Glover and any other person pursuant to which either Mr. Hance or Mr. Glover was selected as a director. Mr. Hance will serve on the Company’s Compensation, Succession, Nominating and Governance Committee. Mr. Glover will serve on the Company’s Audit Committee. A copy of the press release announcing the appointment of Messrs. Hance and Glover to the Board of Directors is attached as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.

     During 2004, Mr. Hance served as Vice Chairman and Chief Financial Officer and as a Director of Bank of America Corporation. A related entity, Bank of America, N.A., is part of the bank group for the Company’s revolving credit facility, to whom interest and customary fees are paid. The Company also pays fees to this entity in conjunction with normal depositary accounts it maintains. Another affiliate, Banc of America Securities LLC, acted as a joint book-running manager in connection with the Company’s preferred stock offering in December 2004, for which it received customary fees. Additionally, Bank of America Corporation or its affiliates are tenants in projects owned either directly by the Company or by joint ventures in which the Company has an ownership interest, for which they pay rent and related fees and expenses. The Company and Bank of America Corporation are also joint venture partners in the ownership of two office projects.

     Since the beginning of the Company’s last fiscal year, there have been no relationships or transactions between the Company and Mr. Glover that are required to be disclosed under Item 404(a) of Regulation S-K.

Item 9.01. Financial Statements and Exhibits.

     (c) Exhibits.

      The following exhibits are filed herewith:

Exhibit No.	Description
99.1	Cousins Properties Incorporated Press Release dated February 9, 2005.

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

Date: February 14, 2005

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

Exhibit No.	Description
99.1	Cousins Properties Incorporated Press Release dated February 9, 2005.

EX-99.1

	FOR IMMEDIATE RELEASE
CONTACT:
Investment Community:	Media:
Mark Russell	Matt Gove
Senior Vice President and	Director of Corporate Communications
Senior Investment Officer	(770) 857-2548
(770) 857-2449	mattgove@cousinsproperties.com
markrussell@cousinsproperties.com

Web Site address: www.cousinsproperties.com

COUSINS ADDS HANCE AND GLOVER TO BOARD OF DIRECTORS

Addition of Bank of America vet and Turner Enterprises CEO expands Board’s size to 11

ATLANTA (February 9, 2005) – Cousins Properties Incorporated (NYSE: CUZ) announced today that James H. Hance, Jr. and S. Taylor Glover have been elected to its Board of Directors, expanding the Company’s Board to 11 members.

     “Jim and Taylor are very intelligent and broadly experienced executives and will enhance the variety of perspectives on our Board. In addition, adding two more independent members should give our shareholders even more confidence in the oversight provided by our deep and experienced Board of Directors,” said Tom Bell, president and CEO of Cousins.

     An 18-year veteran of Bank of America and its predecessors, Mr. Hance most recently served as Vice Chairman for the Charlotte-based bank. He joined NCNB in 1987 and became CFO in 1988. Mr. Hance was instrumental in the string of acquisitions that transformed NCNB into NationsBank and subsequently Bank of America. In the civic sector, Mr. Hance has served as Chairman of the Charlotte Chamber of Commerce, co-Chairman of Advantage Carolina and Chairman of the North Carolina Blumenthal Performing Arts Center. He has also served on the boards of visitors at the Duke University Fuqua School of Business and Johnson C. Smith University, and also served on the United Negro College Fund Board of Directors.

     Mr. Glover is president and CEO of Atlanta-based Turner Enterprises Inc., which manages the private landholdings of Ted Turner. Prior to joining Turner in 2002, Mr. Glover spent 30 years with Merrill Lynch, most recently as senior vice president of the Private Client Group. A native of Newnan, Ga., Mr. Glover currently serves on the Board of Trustees of Davidson College and Atlanta’s Woodruff Arts Center, and is an advisor to the board of the Turner Foundation Inc., the United Nations Foundation and the Nuclear Threat Initiative. He has previously served on the boards of organizations including CARE–Atlanta, the Upper Chattahoochee Riverkeeper, the Nature Conservancy of Georgia, the Westminster Schools and Columbia Seminary.

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CUZ Adds Hance and Glover To Board Of Directors
Page 2
February 9, 2005

     Cousins Properties Incorporated, headquartered in Atlanta, has extensive experience in the real estate industry including the development, acquisition, financing, management and leasing of properties. The property types that Cousins actively invests in include office, retail, medical office, industrial and land development projects. The Company’s portfolio consists of interests in 7.2 million square feet of office and medical office space, 3.1 million square feet of retail space, over 3,000 acres of strategically located land tracts for sale or future development, and significant land holdings for development of single family residential communities. Cousins also provides leasing and management services to third-party investors; its client-services portfolio comprises 10.6 million square feet of office space. Cousins is a fully integrated equity real estate investment trust (REIT) that has been public since 1962 and trades on the New York Stock Exchange under the symbol “CUZ.” For more information on the Company, please visit Cousins’ Web site at www.cousinsproperties.com.

     Certain matters discussed in this news release are forward-looking statements within the meaning of the federal securities laws and are subject to uncertainties and risks, including, but not limited to, general and local economic conditions, local real estate conditions, the activity of others developing competitive projects, the cyclical nature of the real estate industry, the financial condition of existing tenants, interest rates, the Company’s ability to obtain favorable financing or zoning, environmental matters, the effects of terrorism, the failure of assets under contract for sale to ultimately close and other risks detailed from time to time in the Company’s filings with the Securities and Exchange Commission, including the Company’s Current Report on Form 8-K filed on December 10, 2003. The words “believes”, “expects”, “anticipates”, “estimates” and similar expressions are intended to identify forward-looking statements. Although the Company believes that its plans, intentions and expectations reflected in any forward-looking statement are reasonable, the Company can give no assurance that these plans, intentions or expectations will be achieved. 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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