Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN 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 *
PAYNE WILLIAM PORTER
  2. Issuer Name and Ticker or Trading Symbol
COUSINS PROPERTIES INC [CUZ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
191 PEACHTREE STREET, SUITE 500
3. Date of Earliest Transaction (Month/Day/Year)
02/23/2011
(Street)

ATLANTA, GA 30303
4. If Amendment, Date Original Filed(Month/Day/Year)
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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 02/23/2011   P   53.6306 (1) A $ 8.2746 91,836.6306 (2) D  
Common Stock 02/23/2011   P   108 (1) A $ 8.2499 91,944.6306 (2) D  
Common Stock 02/23/2011   P   0.2412 (1) A $ 8.2504 91,944.8718 (2) D  
Common Stock 05/31/2011   P   51.2968 (1) A $ 8.698 91,996.1686 (2) D  
Common Stock 05/31/2011   P   1 (1) A $ 8.61 91,997.1686 (2) D  
Common Stock 05/31/2011   P   102 (1) A $ 8.72 92,099.1686 (2) D  
Common Stock 05/31/2011   P   0.2068 (1) A $ 8.704 92,099.3754 (2) D  
Common Stock 08/26/2011   P   69.2221 (1) A $ 6.479 92,168.5975 (2) D  
Common Stock 08/26/2011   P   1 (1) A $ 7.03 92,169.5975 (2) D  
Common Stock 08/26/2011   P   136 (1) A $ 6.5899 92,305.5975 (2) D  
Common Stock 08/26/2011   P   0.1552 (1) A $ 6.5721 92,305.7527 (2) D  
Common Stock 12/23/2011   P   69.1683 (1) A $ 6.529 92,374.921 (2) D  
Common Stock 12/23/2011   P   139 (1) A $ 6.51 92,513.921 (2) D  
Common Stock 12/23/2011   P   0.7328 (1) A $ 6.5229 92,514.6538 (2) D  
Common Stock               2,001 I By Wife

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
PAYNE WILLIAM PORTER
191 PEACHTREE STREET
SUITE 500
ATLANTA, GA 30303
  X      

Signatures

 /s/ Kristin R. Myers, by Power of Attorney   02/28/2012
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(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) Shares of common stock acquired automatically under a broker-sponsored dividend reinvestment plan following quarterly cash dividends paid by Cousins Properties Incorporated.
(2) Includes 203 shares of restricted stock awarded under the Cousins Properties Incorporated (CPI) 1999 Incentive Stock Plan. These shares will vest 25% per year on each anniversary date of the grant as previously disclosed, and 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 if the Director's service as a member of the CPI Board of Directors terminates, unless separation is due to death.

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