Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  MCCOLL JOHN S
2. Date of Event Requiring Statement (Month/Day/Year)
02/16/2010
3. Issuer Name and Ticker or Trading Symbol
COUSINS PROPERTIES INC [CUZ]
(Last)
(First)
(Middle)
191 PEACHTREE STREET NE, SUITE 3600
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Executive Vice President
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

ATLANTA, GA 30303
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 69,016 (1)
D
 
Common Stock 13,943.83 (4)
I
By Profit Sharing Plan

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Phantom Stock (2) 12/11/2007 12/11/2010 Common Stock 1,181 $ (2) D  
Phantom Stock (2) 12/11/2008 12/11/2011 Common Stock 1,354 $ (2) D  
Phantom Stock (3) 02/16/2010 02/16/2013 Common Stock 5,484 $ 0 (3) D  
Stock Options (Right to Buy) (5) 11/19/2003 11/19/2012 Common Stock 1,521 $ 16.44 D  
Stock Options (Right to Buy) (5) 11/19/2003 11/19/2012 Common Stock 9,658 $ 16.44 D  
Stock Options (Right to Buy) (5) 12/10/2004 12/10/2013 Common Stock 12,489 $ 22.49 D  
Stock Options (Right to Buy) (5) 12/08/2005 12/08/2014 Common Stock 28,015 $ 28.44 D  
Stock Options (Right to Buy) (5) 12/09/2006 12/09/2015 Common Stock 19,775 $ 26.11 D  
Stock Options (Right to Buy) (6) 12/11/2007 12/11/2016 Common Stock 21,972 $ 36 D  
Stock Options (Right to Buy) (6) 12/06/2008 12/09/2017 Common Stock 23,600 $ 24.27 D  
Stock Options (Right to Buy) (6) 02/16/2010 02/16/2019 Common Stock 24,570 $ 8.35 D  
Stock Options (Right to Buy) (7) 02/15/2011 02/15/2020 Common Stock 17,472 $ 7.02 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
MCCOLL JOHN S
191 PEACHTREE STREET NE
SUITE 3600
ATLANTA, GA 30303
      Executive Vice President  

Signatures

/s/ John S. McColl 02/19/2010
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Includes 10,104 shares of restricted stock awarded under the CPI 2009 Incentive Stock Plan. These shares will cliff vest based on continued service on 2/15/2013. CPI will hold these shares until such shares become vested. While the shares are being held prior to vesting, the reporting person will have the right to receive all cash dividends and to vote the restricted shares. All unvested shares will forfeit upon termination of employment.
(2) Award of restricted stock units under the 2005 RSU Plan. Each unit represents a right to receive a payment in cash equal to the fair market value of one share of CPI's common stock as of the date payment is due under the plan. These units will vest 25% per year on each anniversary date of the grant, with units being 100% vested in year 4 of the grant term. While the shares are being held prior to vesting, the reporting person will have the right to receive all cash dividends but will not have shareholder rights. All unvested shares will forfeit upon termination of employment.
(3) Award of restricted stock units under Cousins Properties Incorporated (CPI) 2005 Restricted Stock Unit Plan. Each unit represents a right to receive a payment in cash equal to the average of the closing price of CPI's common stock on each trading day during the 30 day period ending on the date payment is due under the plan. These units will vest 25% per year on each anniversary date of the grant, with units being 100% vested in year 4 of the grant term. Unforfeited shares held prior to vesting will earn dividends paid annually but will not have shareholder rights. All unvested shares will forfeit upon termination of employment.
(4) Shares held by the reporting person as beneficiary in the Company's Profit Sharing Plan.
(5) These options were granted under the Cousins Properties Incorporated 1999 Incentive Stock Plan. The options will vest 25% per year on each anniversary date of the grant, with shares being 100% vested in year 4 of the grant term.
(6) These options were granted under the 1999 Incentive Stock Plan. These options will vest 25% per year on each anniversary date of the grant, with shares being 100% vested in year 4 of the grant term. The reporting person may, as an alternative to exercising the stock option right to purchase CPI stock, elect to exercise the related Stock Appreciation Right (SAR). The exercise of the SAR allows the reporting person to receive the number of whole shares of CPI stock equal to the difference between the fair market value of the stock on the date of exercise and the option price.
(7) These options were granted under the 2009 Incentive Stock Plan. These options will vest 25% per year on each anniversary of the grant date, with shares being 100% vested in year 4 of the grant term. The reporting person may, as an alternative to exercising the stock option right to purchase the full allotment of CPI stock, elect a cashless exercise. The cashless exercise allows the reporting person to receive the number of whole shares of CPI stock equal to the difference between the fair market value of the stock on the date of exercise and the option price.

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