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): June 16, 2006

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 1.01. Entry into a Material Definitive Agreement.

On May 3, 2006, Cousins Properties Incorporated (the “Company”) entered into an agreement to form a venture arrangement (the “Venture”) with The Prudential Insurance Company of America on behalf of a separate account managed for institutional investors by Prudential Real Estate Investors (“PREI”). The Company filed a Current Report on Form 8-K on May 4, 2006 disclosing the agreement to enter into the Venture.

On June 16, 2006, the parties entered into an amendment to extend the closing of the Venture to June 29, 2006 (the “Closing Date”). The second installment of the Initial Contribution would also be paid on the Closing Date.

Item 9.01 Financial Statements and Exhibits

(c)     Exhibits

The following exhibit is filed herewith:

Exhibit No.		Description
	10.1	First Amendment to Contribution and Formation Agreement by and between Cousins Properties Incorporated, CP Venture Three LLC and The Prudential Insurance Company of America, dated June 16, 2006

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Signatures

     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: June 16, 2006

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

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EX-10.1

EXHIBIT 10.1

FIRST AMENDMENT TO CONTRIBUTION AND FORMATION AGREEMENT

     THIS FIRST AMENDMENT TO CONTRIBUTION AND FORMATION AGREEMENT (this “First Amendment”) is made and entered into as of June 16, 2006, by and among COUSINS PROPERTIES INCORPORATED, a Georgia corporation (“Cousins”), CP VENTURE THREE LLC, a Delaware limited liability company (“Other Owner”), and THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, a New Jersey corporation (“Prudential”).

R E C I T A L S:

     WHEREAS, Cousins, Other Owner and Prudential entered into that certain Contribution and Formation Agreement dated as of May 2, 2006 (the “Original Agreement”), as amended by that certain Letter Agreement dated May 23, 2006, by and among Cousins, Other Owner and Prudential (the “Letter Agreement”; the Original Agreement and the Letter Agreement shall hereinafter be collectively referred to as the Agreement); and

     WHEREAS, Cousins, Other Owner and Prudential desire to amend the Agreement in certain respects, as more particularly hereinafter set forth.

     NOW, THEREFORE, for and in consideration of the sum of Ten and No/100 Dollars ($10.00), and other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged by Cousins, Other Owner and Prudential, Cousins, Other Owner and Prudential hereby covenant and agree as follows:

     1. Defined Terms. Whenever defined terms and words of art are used herein, as indicated by the initial capitalization thereof, such defined words and terms of art, if not defined herein, shall have the same meanings ascribed thereto in the Agreement.

     2. Closing Deadline. Notwithstanding anything to the contrary set forth in the Agreement, the Closing Deadline shall be June 29, 2006.

     3. Prudential Investment. Notwithstanding anything to the contrary set forth in the Agreement or in the Venture Agreement, Prudential hereby agrees to pay the second installment of the Prudential Initial Contribution Amount (as such term is defined in the Venture Agreement) on the Closing Deadline. On or prior to the Closing Date, the parties will modify Section 3.2.2 of the Venture Agreement to evidence that said second installment will be paid on the Closing Deadline.

     4. Counterparts. This First Amendment may be executed in multiple counterparts, each of which shall constitute an original, but all of which taken together shall constitute one and the same agreement. For purposes of this First Amendment, a facsimile signature shall be deemed an original signature.

     5. Ratification. The Agreement, as expressly amended hereby, is hereby ratified and confirmed by Cousins, Other Owner and Prudential and declared to be in full force and effect.

     IN WITNESS WHEREOF, Prudential, Cousins and the Other Owner have executed this First Amendment under seal as of the day and year first above written.

COUSINS PROPERTIES INCORPORATED, a Georgia corporation
By:	/s/ Craig B. Jones
	Name:	Craig B. Jones
	Title:	Executive Vice President
CP VENTURE THREE LLC, a Delaware limited liability company By: CP VENTURE LLC, a Delaware limited liability company, as the Managing Member thereof By: COUSINS PROPERTIES INCORPORATED, a Georgia corporation, as a Managing Member thereof duly authorized hereunto
By:	/s/ Craig B. Jones
	Name:	Craig B. Jones
	Title:	Executive Vice President
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, a New Jersey corporation
By:	/s/ Mark W. Seedorff
	Name:	Mark W. Seedorff
	Title:	Vice President