COUSINS PROPERTIES INC, S-8, 1994-12-08

COUSINS PROPERTIES INC
S-8, 1994-12-08
REAL ESTATE INVESTMENT TRUSTS

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<PAGE> 1

As filed with the Securities and Exchange Commission on December__, 1994
REGISTRATION NO. 33-
================================================================================
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 Charter)

GEORGIA 58-0869052
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)

2500 WINDY RIDGE PARKWAY
SUITE 1600
ATLANTA, GEORGIA 30339-5683
(404) 955-2200

(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)

COUSINS PROPERTIES INCORPORATED 1989 STOCK OPTION PLAN
COUSINS PROPERTIES INCORPORATED 1994 STOCK BONUS PLAN
(Full Title of Plans)

TOM G. CHARLESWORTH
SENIOR VICE PRESIDENT
SECRETARY AND GENERAL COUNSEL
2500 WINDY RIDGE PARKWAY
SUITE 1600
ATLANTA, GEORGIA 30339-5683
(404) 955-2200

(Name, address, including zip code, and telephone number,
including area code, of agent for service)

COPIES TO:

RANDOLPH C. COLEY
KING & SPALDING
191 PEACHTREE STREET
ATLANTA, GEORGIA 30303
(404) 572-4600
______________

CALCULATION OF REGISTRATION FEE

================================================================================
Title of Each Proposed Proposed
Class of Amount Maximum Maximum Amount of
Securities to to be Offering Price Aggregate Registration
be Registered Registered Per Share Offering Price(1) Fee
- --------------------------------------------------------------------------------
Common Stock,
par value $1.00 1,020,750 $16.3125 $16,650,984.38 $5,741.72
- --------------------------------------------------------------------------------

__________

(1) Estimated solely for purposes of calculating the registration
fee in accordance with Rule 457(h) based upon the average
of the high and low reported sales price of the Registrant's common
stock on the New York Stock Exchange on December 5, 1994.

<PAGE> 2

PART II

This Registration Statement on Form S-8 relates to (i) up to an
additional one million (1,000,000) shares of common stock, par value $1.00 (the
"Common Stock"), of Cousins Properties Incorporated (the "Company") to be
issued to employees of the Company and certain affiliates pursuant to the
Cousins Properties Incorporated 1989 Stock Option Plan and (ii) 20,750 shares
of Common Stock to be issued to certain employees of the Company and certain
affiliates pursuant to the Cousins Properties Incorporated 1994 Stock Bonus
Plan.

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Certain Documents by Reference

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

1. The Annual Report of the Company on Form 10-K
for the fiscal year ended December 31, 1993;

2. All reports filed by the Company pursuant to
Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), since December 31, 1993; and

3. 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 Exchange Act,
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 Prospectus 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 Prospectus and to be a part hereof from the
date of filing of such documents.

Item 4. Description of Securities

Inapplicable

Item 5. Interest of Named Experts and Counsel

Inapplicable.

Item 6. Indemnification of Directors and Officers

Article 8, Part 5 of the Georgia Business Corporation Code, Article 10
of the Company's Restated Articles of Incorporation as well as Article VI of
the Company's Amended Bylaws provide for the indemnification by the Company of,
and advancement of expenses to, its directors, officers, employees and agents.

<PAGE> 3

Statutory Authority

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

(3) "Expenses" include attorneys' fees.

(4) "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.

(5) "Party" includes an individual who was, is, or is threatened to
be made a named defendant or respondent in a proceeding.

(6) "Proceeding" means any threatened, pending, or completed action,
suit, or proceeding, whether civil, criminal, administrative, or
investigative and whether formal or informal.

14-2-851. AUTHORITY TO INDEMNIFY.

(a) Except as provided in subsections (d) and (e) of this
Code section, a corporation may indemnify or
obligate itself to indemnify an individual made a party to a
proceeding because he is or was a director against liability
incurred in the proceeding if he acted in a manner he
believed in good faith to be in or not opposed to the best
interests of the corporation and, in the case of any criminal
proceeding, he had no reasonable cause to believe his conduct
was unlawful.

(b) A director's conduct with respect to an employee
benefit plan for a purpose he 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
subsection (a) 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 set
forth in subsection (a) of 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 in which the director was adjudged
liable to the corporation; or

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<PAGE> 4

(2) In connection with any other proceeding in which he was
adjudged liable on the basis that personal benefit was
improperly received by him.

(e) Indemnification permitted under this Code section in connection with
a proceeding by or in the right of the corporation is limited to
reasonable expenses incurred in connection with the proceeding.

14-2-852. MANDATORY INDEMNIFICATION.

Unless limited by its articles of incorporation, to the extent that a
director has been successful, on the merits or otherwise, in the defense of any
proceeding to which he was a party, or in defense of any claim, issue, or
matter therein, because he is or was a director of the corporation, the
corporation shall indemnify the director against reasonable expenses incurred
by him in connection therewith.

14-2-853. ADVANCE FOR EXPENSES.

(a) A corporation may pay for or reimburse the reasonable expenses
incurred by a director who is a party to a proceeding in advance of
final disposition of the proceeding if:

(1) The director furnishes the corporation a written affirmation of
his good faith belief that he has met the standard of conduct
set forth in subsection (a) of Code Section 14-2-851; and

(2) The director furnishes the corporation a written undertaking,
executed personally or on his behalf, to repay any advances if
it is ultimately determined that he 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
financial ability to make repayment.

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

Unless a corporation's articles of incorporation provide otherwise, a
director of the corporation who is a party to a proceeding may apply for
indemnification or advances for expenses to the court conducting the proceeding
or to another court of competent jurisdiction. On receipt of an application,
the court after giving any notice the court considers necessary may order
indemnification or advances for expenses if it determines:

(1) The director is entitled to mandatory indemnification under Code
Section 14-2-852, in which case the court shall also order the
corporation to pay the director's reasonable expenses incurred
to obtain court ordered indemnification;

(2) The director is fairly and reasonably entitled to
indemnification in view of all relevant circumstances, whether
or not he met the standard of conduct set forth in subsection
(a) of Code Section 14-2-851 or was adjudged liable as described
in subsection (d) of Code Section 14-2-851, but if he was
adjudged so liable his indemnification is limited to reasonable
expenses incurred unless the articles of incorporation or a
bylaw, contract, or resolution approved or ratified by the
shareholders pursuant to Code Section 14-2-856 provides
otherwise; or

(3) In the case of advances for expenses, the director is entitled,
pursuant to the articles of incorporation, bylaws, or any
applicable resolution or agreement, to payment or reimbursement
of his reasonable expenses incurred as a party to a proceeding
in advance of final disposition of the proceeding.

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<PAGE> 5

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 in the specific case that indemnification of the director is
permissible in the circumstances because he has met the standard of
conduct set forth in subsection (a) of Code Section 14-2-851.

(b) The determination shall be made:

(1) By the board of directors by majority vote of a quorum consisting
of directors not at the time parties to the proceeding;

(2) If a quorum cannot be obtained under paragraph (1) of this
subsection, by majority vote of a committee duly designated by
the board of directors (in which designation directors who are
parties may participate), consisting solely of two or more
directors not at the time parties to the proceeding;

(3) By special legal counsel:

(A) Selected by the board of directors or its committee in
the manner prescribed in paragraph (1) or (2) of this
subsection; or

(B) If a quorum of the board of directors cannot be obtained
under paragraph (1) of this subsection and a committee
cannot be designated under paragraph (2) of this
subsection, selected by majority vote of the full board
of directors (in which selection directors who are
parties may participate); or

(4) By the shareholders, but shares owned by or voted under the
control of directors who are at the time parties to the
proceeding 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 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 paragraph (3) of
subsection (b) of this Code section to select 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.

(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 his duties, of any
business opportunity of the corporation;

(2) For acts or omissions which involve intentional misconduct or a
knowing violation of law;

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<PAGE> 6

(3) For the types of liability set forth in Code Section 14-2-832; or

(4) For any transaction from which he 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 good faith belief that his conduct does not constitute
behavior of the kind described in subsection (b) of this Code
section; and

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

Unless a corporation's articles of incorporation provide otherwise:

(1) An officer of the corporation who is not a director is entitled
to mandatory indemnification under Code Section 14-2-852 and is
entitled to apply for court ordered indemnification under Code
Section 14-2-854, in each case to the same extent as a director;
and

(2) A corporation may also indemnify and advance expenses to an
officer, 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 or was a director, officer, employee, or agent of the
corporation or who, while a director, officer, employee, or agent of the
corporation, is or was serving at the request of the corporation as a director,
officer, partner, trustee, employee, or agent of another foreign or domestic
corporation, partnership, joint venture, trust, employee benefit plan, or
other enterprise against liability asserted against or incurred by him in that
capacity or arising from his status as a director, officer, employee, or agent,
whether or not the corporation would have power to indemnify him against the
same liability under Code Section 14-2-851 or Code Section 14-2-852.

14-2-859. APPLICATION OF PART.

(a) A provision treating a corporation's indemnification of or advance
for expenses to directors that is contained in its articles of
incorporation, bylaws, a resolution of its shareholders or board of
directors, or in a contract or otherwise, is valid only if and to the
extent the provision is consistent with this part. If articles of
incorporation limit indemnification or advance for expenses,
indemnification and advance for expenses are valid only to the extent
consistent with the articles.

(b) This part does not limit a corporation's power to pay or reimburse
expenses incurred by a director in connection with his appearance as
a witness in a proceeding at a time when he has not been made a named
defendant or respondent to the proceeding.

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Articles of Incorporation Authority

ARTICLE 10 OF THE COMPANY'S RESTATED ARTICLES OF INCORPORATION
PROVIDES:

No Director of the Corporation shall be personally liable to the
Corporation or its stockholders for monetary damages for breach of duty of care
or other duty as a Director, except for liability (i) for any appropriation,
in violation of his duties, of any business opportunity of the Corporation,
(ii) for acts or omissions which involved intentional misconduct or a knowing
violation of law, (iii) for the types of liabilities set forth in Section
14-2-832 of the Georgia Business Corporation Code, or (iv) for any transaction
from which the Director derived an improper personal benefit.

Bylaw Authority

ARTICLE VI OF THE COMPANY'S AMENDED BYLAWS PROVIDES:

(a) Any person who was or is a party or is 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 Corporation), by reason of the
fact that he is or was a Director of the Corporation or who
while a Director of the Corporation was serving at the
Corporation's request as a director, officer, partner, agent or
employee of another corporation, partnership, joint venture,
employee benefit plan, trust or other enterprise, shall be
indemnified by the Corporation against expenses (including
reasonable attorneys fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection
with such action, suit, or proceeding; provided, that a Director
of the Corporation shall not be so indemnified for such
judgments, fines, amounts paid in settlement or expenses
incurred in any such proceeding in which the Director is
adjudged liable to the Corporation: (i) for any appropriation,
in violation of his duties, of any business opportunity of the
Corporation; (ii) for acts or omissions which involve intentional
misconduct or a knowing violation of law; (iii) for the types of
liability for unlawful distributions and dividends as set forth
in Section 14-2-832 of the Georgia Business Corporation Code; or
(iv) for any transaction from which the Director derives an
improper personal benefit. Expenses incurred by any Director
indemnified hereunder in defending any such action, suit or
proceeding shall be paid by the corporation in advance of the
final disposition of such action, suit or proceeding, upon
receipt of the written affirmation of such Director's good faith
belief that he has met the standards of conduct required
hereunder.

(b) Any person who was or is a party or is 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 corporation), by reason of the
fact that he is or was an officer, agent or employee of the
Corporation, or is or was serving at the request of the
Corporation as a director, officer, partner, agent or employee of
another corporation, partnership, joint venture, employee
benefit plan, trust or other enterprise, shall be indemnified by
the Corporation against expenses (including reasonable
attorney's fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection
with such action, suit or proceeding to the maximum extent
permitted from time to time by, and in the manner provided from
time to time by, the Georgia Business Corporation Code.
Expenses incurred by any person who may be indemnified hereunder
in defending any action, suit or proceeding, upon receipt of an
undertaking by or on behalf of such person to repay such amount
if it shall ultimately be determined that he is not entitled to
be indemnified by the Corporation.

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<PAGE> 8

the extent that the determination is favorable to the person
making the claim. Each person who shall act as a director,
officer, employee or agent of the Corporation or, at the request
of the Corporation, as a director, officer, partner, employee or
agent of another corporation, partnership, joint venture,
employee benefit plan, trust or other enterprise, shall be
deemed to be doing so in reliance upon the right of
indemnification provided for in this Article VI, and this
Article VI constitutes a contract between the Corporation and
each of the persons from time to time entitled to
indemnification hereunder that may not be modified without the
consent of such persons as to occurrences prior to notice to
such persons of such modification.

Item 7. Exemptions from Registration Claimed

Inapplicable.

Item 8. Exhibits

Exhibit Description

4.1 Restated Articles of Incorporation of the Registrant.

4.2 Amended Bylaws of the Registrant.

5.1 Opinion of King & Spalding.

23.1 Consent of Arthur Andersen LLP

23.2 Consent of Ernst & Young LLP

23.3 Consent of King & Spalding (included in Exhibit 5.1).

99.1 Cousins Properties Incorporated 1989 Stock Option Plan,
as amended.

99.2 Cousins Properties Incorporated 1994 Stock Bonus Plan.

Item 9. Undertakings

(a) The undersigned Registrant hereby undertakes:

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

(A) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;

(B) 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; and

(C) 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)(A) and (a)(1)(B)
do not apply if the Registration Statement is on Form S-3
or Form S-8, and the information required to be

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<PAGE> 9

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 purposes 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 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 Securities and Exchange 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.

EXPERTS

The audited financial statements and schedules of the Company
incorporated by reference in this Registration Statement have been audited by
Arthur Andersen LLP, independent public accountants, as set forth in their
reports thereon included therein. In those reports, Arthur Andersen LLP states
that, with respect to certain joint ventures, its opinion is based on the
reports of other independent public accountants, namely, Ernst & Young LLP.
The financial statements and supporting schedules referred to above have been
incorporated by reference herein in reliance upon the authority of said firms
as experts in giving said reports.

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<PAGE> 10

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 the 22nd day of November,
1994.

COUSINS PROPERTIES INCORPORATED

By: /s/ Tom G. Charlesworth
---------------------------------
Tom G. Charlesworth
Senior Vice President
Secretary and General Counsel

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Vipin L. Patel, Tom G. Charlesworth and Peter
A. Tartikoff and each of them, his true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for such persons
and in his 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
Securities and Exchange 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 22nd day of November, 1994.

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<PAGE> 11

<TABLE>
<CAPTION>
Signature Title
- --------- -----
<S> <C>
/s/ Thomas G. Cousins Chairman of the Board of Directors,
- -------------------------- Chief Executive Officer
Thomas G. Cousins and President (Principal Executive Officer)

/s/ Peter A. Tartikoff Senior Vice President, Finance
- -------------------------- (Principal Financial and Accounting Officer)
Peter A. Tartikoff

/s/ Bennett A. Brown Director
- --------------------------
Bennett A. Brown

/s/ Richard W. Courts II Director
- --------------------------
Richard W. Courts II

/s/ Henry C. Goodrich Director
- --------------------------
Henry C. Goodrich

/s/ Boone A. Knox Director
- --------------------------
Boone A. Knox

/s/ Richard E. Salomon Director
- --------------------------
Richard E. Salomon
</TABLE>

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<PAGE> 12

EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit Description Page No.
- ------- ----------- --------
<S> <C>
4.1 Restated Articles of Incorporation of the Registrant.

4.2 Amended Bylaws of the Registrant.

5.1 Opinion of King & Spalding

23.1 Consent of Arthur Andersen LLP

23.2 Consent of Ernst & Young LLP

23.3 Consent of King & Spalding (included
in Exhibit 5.1)

99.1 Cousins Properties Incorporated 1989
Stock Option Plan, as amended

99.2 Cousins Properties Incorporated 1994
Stock Bonus Plan
</TABLE>

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<PAGE> 1
EXHIBIT 4.1

Restated Articles of Incorporation of the Registrant
<PAGE> 2

RESTATED ARTICLES OF INCORPORATION
OF
COUSINS PROPERTIES INCORPORATED

The name of the corporation is:

COUSINS PROPERTIES INCORPORATED

The corporation shall have perpetual duration.

The purposes of the corporation shall be to engage in and carry on the
businesses of buying, leasing and otherwise acquiring lands and interests in
lands of every kind and description and wheresoever situated; buying, leasing
and otherwise acquiring and constructing and erecting, or contracting for the
construction and erection of buildings and structures in and on said lands for
any uses or purposes; holding, owning, improving, developing, maintaining,
operating, letting, leasing, mortgaging, selling or otherwise disposing of such
property or any part thereof; equipping, furnishing and operating apartments,
apartment houses, hotels, apartment hotels, restaurants, office buildings,
shopping centers, warehouses or any other buildings or structures of whatsoever
kind; to loan its funds to any person, firm or corporation, either with or
without security; and to conduct any other businesses and engage in any other
activities not specifically prohibited to corporations for profit under the
laws of the State of Georgia, and the corporation shall have all powers
necessary to conduct such businesses and engage in such activities, including,
but not limited to, the powers enumerated in the Georgia Business Corporation
Code or any amendment thereto.

The corporation shall have the authority to issue 50 million shares of
Common Stock at $1 par value per share.

Shares of stock of the corporation may be issued by the corporation
for such consideration, not less than the par value thereof, as shall be fixed
from time to time by the Board of Directors.

No shareholder shall have any preemptive right to subscribe for or to
purchase any shares of stock or other securities issued by the corporation.

Subject to the provisions of Sec. 14-2-91 of the Georgia Business
Corporation Code, the Board of Directors shall have the power to distribute a
portion of the assets of the corporation, in cash or in property, to holders of
shares of stock of the corporation out of the capital surplus of the
corporation.

The corporation shall have the full power to purchase and otherwise
acquire, and dispose of, its own shares and securities granted by the laws of
the State of Georgia and shall have the right to purchase its shares out of its
unreserved and unrestricted capital surplus available

<PAGE> 3

The corporation shall have the authority to issue 50 million shares of
Common Stock at $1 par value per share.

Shares of stock of the corporation may be issued by the corporation
for such consideration, not less than the par value thereof, as shall be fixed
from time to time by the Board of Directors.

No shareholder shall have any preemptive right to subscribe for or to
purchase any shares of stock or other securities issued by the corporation.

2
<PAGE> 4

therefor as well as out of its unreserved and unrestricted earned surplus
available therefor. Shares of the Corporation's Common Stock acquired by the
Corporation shall be treasury shares.

A. In addition to any affirmative vote required by law, by any
other provision of these Articles of Incorporation or by the Bylaws of the
corporation,

(i) any merger or consolidation of the
corporation with or into any other corporation, or

(ii) any sale, lease, exchange, mortgage, pledge,
transfer or other disposition (in one transaction or a series
of related transactions) of all or substantially all of the
assets of the corporation, or

(iii) the adoption of any plan or proposal for
the liquidation or dissolution of the corporation, or

(iv) any reclassification of securities of the
corporation or recapitalization or reorganization of the
corporation,

shall require the affirmative vote of the holders of at least two-thirds
of the then outstanding shares of common stock of the corporation.

B. Any amendment of or addition to these Articles of
Incorporation or the Bylaws of the corporation which would have the effect of
amending, altering, changing or repealing this Article shall require the
affirmative vote of the holders of at least two-thirds of the then outstanding
shares of common stock of the corporation.

10.

No Director of the Corporation shall be personally liable to
the Corporation or its stockholders for monetary damages for breach of duty of
care or other duty as a Director, except for liability (i) for any
appropriation, in violation of his duties, of any business opportunity of the
Corporation, (ii) for acts or omissions which involved intentional misconduct
or a knowing violation of law, (iii) for the types of liabilities set forth in
Section 14-2-832 of the Georgia Business Corporation Code, or (iv) for any
transaction from which the Director derived an improper personal benefit.

11.

A. So long as the corporation desires to qualify as a real estate
investment trust ("REIT") under the Internal Revenue Code of 1986, as amended
(the "Code"), and subject to the terms and provisions of this Article,

3
<PAGE> 5

(1) After December 31, 1986, shares of stock of the
corporation shall not be transferable to any Person (as defined in C.,
below) if such transfer would cause such person to be the Owner (as
defined in C., below) of more than 3.9% in value of the outstanding
shares of the corporation (the "Limit"). After December 31, 1986, any
transfer of shares either (a) on the books of the corporation or (b)
between stockholders or (c) among accounts of a record stockholder
(each of (a) (b) and (c) is referred to as a "Record Transfer") which
would cause an accumulation of shares by any Person in excess of the
Limit and therefore violate the prohibition of this A.(1), shall be
void, and the intended beneficial transferee (the "Record Transferee")
of such shares shall acquire no rights in such shares.

(2) Except for Persons who were Owners of shares in
excess of the Limit as of the close of business on December 31, 1986
("Prior Owners"), no Person shall at any time be the Owner of shares
in excess of the Limit.

(3) After the close of business on December 31, 1986, no
Prior Owner shall at any time become the Owner of any shares not Owned
as of the close of business on December 31, 1986, except for shares
received pursuant to pro rata stock splits, stock dividends or similar
transactions, shares acquired pursuant to stock plans approved by the
shareholders of the corporation and shares acquired from a Person
whose shares are attributed to such Prior Owner for purposes of
determining whether the corporation satisfies the requirement imposed
on REITs under Section 856(a)(6) of the Code; PROVIDED, HOWEVER, that
a Prior Owner may become the Owner of shares not Owned as of the close
of business on December 31, 1986 and not acquired in accordance with
the first clause of this sentence (collectively, "Additional Shares")
if immediately after the transaction in which such Prior Owner becomes
the Owner of such Additional Shares, such Prior Owner will not Own a
percentage of the value of the outstanding shares of the corporation
greater than the percentage of the value of the outstanding
shares of the corporation Owned by such Prior Owner as of the close of
business on December 31, 1986, excluding, for the purpose of
calculating such Prior Owner's Ownership percentage after such
transaction, shares acquired by such Prior Owner since December 31,
1986 in transactions permitted under the first clause of this
sentence. Any Record Transfer which would result in a transfer of
shares to a Prior Owner after December 31, 1986, in violation of this
A.(3), shall be void, and the Record Transferee shall acquire no
rights in such shares.

(4) If, notwithstanding the provisions hereof, at any
time after December 31, 1986, there is a Record Transfer in violation
of the provisions hereof to a Person which, absent the prohibitions in
A.(1), would have become an Owner of shares of the corporation in
excess of the Limit, or there is a Record Transfer in violation of the
provisions hereof to a Prior Owner after December 31, 1986, which,
absent the prohibitions of A.(3), would have resulted in a Prior Owner
becoming the Owner of shares not Owned as of the close of business on
December 31, 1986, those shares of the corporation which are a part of
the most recent Record Transfer and which are in excess of the Limit
or are to or for the benefit of a Prior Owner after December 31, 1986,
as the

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<PAGE> 6

case may be, including for this purpose shares deemed Owned through
attribution, shall constitute "Excess Shares".

(5) Excess Shares shall have the following
characteristics:

(a) Excess Shares shall be deemed to have been
transferred to the corporation as trustee (the "Trustee") of a
trust (the "Trust") for the exclusive benefit of such Person
or Persons to whom the Excess Shares shall later be
transferred pursuant to (b) or (c) below;

(b) Subject to the corporation's rights described
in (e) below, an interest in the Trust (representing the
number of Excess Shares held by the Trust attributable to the
Record Transferee as a result of the Record Transfer that is
void under A.(1) or A.(3) shall be freely transferable by the
Record Transferee (i) at a price which does not exceed the
price paid by the Record Transferee for the Excess Shares in
connection with the Record Transfer (ii) or, if the shares
become Excess Shares in a transaction otherwise than for value
(e.g. by gift, devise or descent) at a price which does not
exceed the Market Price on the date of the Record Transfer
(in either case, the "Record Transfer Price") provided,
however, that the Excess Shares held in the Trust attributable
to the Record Transferee would not constitute Excess Shares
in the hands of the transferee of the interest in the Trust.
Upon such transfer, the Excess Shares attributable to the
Record Transferee shall be removed from the Trust and
transferred to the transferee of the interest in the Trust and
shall no longer be Excess Shares, and the Record Transferee's
interest in the Trust shall be extinguished;

(c) Excess Shares shall not have any voting
rights, and shall not be considered for the purpose of any
stockholder vote or determining a quorum at the annual meeting
or any special meeting of stockholders, but shall continue to
be reflected as issued and outstanding stock of the
corporation;

(d) No dividends or other distributions shall be
paid with respect to Excess Shares; any dividends paid in
error to a Record Transferee prior to the discovery by the
corporation that the Record Transfer is void under A.(1) or
A.(3) will be payable back to the corporation upon demand; and

(e) Excess Shares shall be deemed to have been
offered for sale to the corporation or its designee at the
lesser of the Record Transfer Price and the Market Price on
the date of acceptance of the offer. The corporation shall
have the right to accept such offer for a period of ninety
(90) days from (i) the date of the Record Transfer which,
absent the provisions of A.(1) or A.(3), would have made the
Record Transferee the holder of Excess Shares, if the
corporation has been given notice pursuant to B.(2) that such
Record Transfer creates Excess Shares as of the date of such
Record Transfer or (ii) the date the Board of Directors
determines in good faith that a Record Transfer which, absent
the

5
<PAGE> 7

provisions of A.(1) or A.(3), would have made the Record
Transferee the holder of Excess Shares has taken place, if the
corporation does not receive such notice pursuant to B.(2).
Prior to any transfer of an interest in the Trust pursuant to
A.(5)(b), notice of the transfer must be given to the
corporation by the Record Transferee, and the corporation must
(i) waive in writing its right to accept the offer described
in this A.(5)(e) and (ii) make a good faith determination that
the Excess Shares held in the Trust attributable to the Record
Transferee would not constitute Excess Shares in the hands of
the transferee of the interest in the Trust.

(6) If, notwithstanding the provisions of A.(1), and
A.(3), (i) any Person acquires shares in excess of the Limit or
(ii) any Prior Owner acquires additional shares after December 31,
1986, in violation of the provisions hereof, and the corporation would
have qualified as a REIT but for the fact that more than 50% in value
of its shares are held by five or fewer individuals in the last half
of the taxable year in violation of the requirements of the Code, then
that Person, and any legal entities which constitute that Person,
shall be jointly and severally liable for and shall pay to the
corporation, on an after-tax basis, an amount equal to all taxes,
penalties and interest imposed, and all costs (plus interest of 15%
per annum from the date such costs are incurred) incurred by the
corporation, as a result of the corporation losing its REIT
qualification (the "Indemnity"). For purposes of the preceding
sentence, the amount of taxes shall include the taxes that would be
payable if the corporation, immediately after losing its REIT
qualification, sold all of its properties for cash at their fair
market value ("Built-In Gain Tax"), regardless of whether the
corporation actually engages in any such sales. Should the loss of
REIT qualification occur as described above, then the corporation may
seek to have its qualification restored for the next taxable year, but
shall not be required to do so. If the corporation is unable to
requalify for the succeeding year as a result of the prohibited share
acquisitions, the Indemnity shall be applicable until the corporation
is again able to elect to be taxed as a REIT. Even if the corporation
is again able to elect to be taxed as a REIT, however, the Indemnity
shall nevertheless include the full amount of the Built-In Gain Tax,
even if the corporation is allowed to pay any such taxes at the time
any properties are sold during the ten-year period following the
corporation's requalification as a REIT. If more than one Person has
acquired shares in excess of the Limit or is a Prior Owner who has
improperly acquired additional shares after December 31, 1986, prior
to or at the time of the loss of REIT qualification, then all such
Persons and Prior Owners, together with all legal entities which
constitute any of them, shall be jointly and severally liable, with
right of contribution, for the Indemnity. However, the foregoing
sentence shall not require that the corporation proceed against any
one or several of such Persons or Prior Owners or the legal entities
which constitute them.

(7) All certificates evidencing ownership of shares of the
corporation shall bear a conspicuous legend describing the
restrictions set forth in this Article. Stickers bearing such legend
will be distributed to record holders of shares of the corporation's
common stock within 30 days after the effective date of this Article
11. Such stickers shall be affixed by the holders to the certificates
evidencing ownership of their shares.

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<PAGE> 8

B. (1) If the Board of Directors or its designees shall at
any time determine in good faith that a Record Transfer has taken place in
violation of A.(1) or A.(3) or that a Person intends to acquire or has
attempted to acquire Ownership of any shares of the corporation in violation of
A.(1) or A.(3), the Board of Directors or its designees shall take such action
as it deems advisable to refuse to give effect or to prevent to such transfer
or acquisition, including but not limited to refusing to give effect to such
transfer or acquisition on the books of the corporation or instituting
proceedings to enjoin such transfer or acquisition.

(2) Any Person who acquires or attempts to acquire shares
in violation of A.(1) or A.(3), or who becomes the Record Transferee
of shares which, under A.(4), become Excess Shares in the hands of
that Person, is obliged immediately to give written notice thereof to
the corporation and to give to the corporation such other information
as the corporation may reasonably require of such Person (a) with
respect to the Ownership of outstanding shares held directly or by
attribution by such Person, and (b) such other information as may be
necessary to determine the corporation's status under the Code.

(3) The corporation has the right to request information
similar to that described in (2) immediately above if it determines,
in good faith, that a Person is attempting to acquire shares in
violation of A.(1) and A.(3) or that a Record Transfer has been made
which has resulted in Excess Shares.

C. For the purpose of the determination to be made under this
Article.

(1) A Person shall be considered to "Own", be the "Owner"
or have "Ownership" of shares if he is treated as owner of such shares
for purposes of determining whether the corporation satisfies the
requirements imposed on REITs under Sections 856(a)(6) of the Code.

(2) "Person" includes an individual, corporation,
partnership, estate, trust (including a trust qualified under Section
401(a) or 501(c)(1) of the Code), association, private foundation
within the meaning of Section 509(a) of the Code, joint stock company
or other entity and also includes a group as that term is used for
purposes of Section 13(d)(3) of the Act, but does not include a
corporate underwriter which participates in a public offering of the
corporation's common stock for a period of seven days following the
purchase by such underwriter of the corporation's common stock.
"Person" does not include an organization that qualifies under Section
501(c)(3) of the Code that is not a private foundation within the
meaning of Section 509(a) of the Code.

(3) "Market Price" for Excess Shares shall be the average
of the high and low prices as reported on the New York Stock Exchange
composite tape if the shares are listed or admitted for trading on the
New York Stock Exchange, or as reported by the NASDAQ national market
system if the shares are designated as national market system
securities and are not listed or admitted for trading on the New York
Stock Exchange, for the trading day immediately preceding the relevant
date.

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<PAGE> 9

(4) In the case of an ambiguity in the application of any
of the provisions of (1) and (2) above, the Board of Directors or a
committee thereof shall have the power to determine for purposes of
this Article on the basis of information known to it (i) whether any
Person Owns shares, (ii) whether any two or more individuals,
corporations, partnerships, estates, trusts, associations or joint
stock companies or other entities constitute a Person, and (iii)
whether any of the entities of (ii) above constitute a group.

D. If any provision of this Article or any application of any
such provision is determined to be invalid by any Federal or state court having
jurisdiction over the issues, the validity of the remaining provisions shall
not be affected and other applications of such provision shall be affected only
to the extent necessary to comply with the determination of such court.

E. Nothing contained in this Article shall limit the authority of
the Board of Directors to take such other action as it deems necessary or
advisable to protect the corporation and the interests of its stockholders by
preservation of the corporation's status as a REIT under the Code.

<PAGE> 1
EXHIBIT 4.2

Amended Bylaws of the Registrant
<PAGE> 2
BYLAWS OF

COUSINS PROPERTIES INCORPORATED

ARTICLE I.

SHAREHOLDERS

Section 1. Annual Meeting. The annual meeting of the shareholders for
the election of Directors and for the transaction of such other business as may
properly come before the meeting shall be held at such place, either within or
without the State of Georgia, on such date and at such time as the Board of
Directors may by resolution provide, or if the Board of Directors fails to
provide, then such meeting shall be held at the principal office of the
Corporation at 2:00 P.M. on the last day in April of each year, or, if such
date is a legal holiday, on the next succeeding business day. The Board of
Directors may specify by resolution prior to any special meeting of
shareholders held within the year that such meeting shall be in lieu of the
annual meeting.

Section 2. Special Meeting; Call and Notice of Meetings. Special
meetings of the shareholders may be called at any time by the Board of
Directors, the Chairman of the Board of Directors, the President or upon
written request of the holders of at least twenty-five per cent (25%) of the
outstanding common stock. Such meetings shall be held at such place, either
within or without the State of Georgia, as is stated in the call and notice
thereof. Written notice of each meeting of shareholders, stating the time and
place of the meeting, and the purpose of any special meeting, shall be mailed
to each shareholder entitled to vote at or to notice of such meeting at his
address shown on the books of the Corporation not less than ten (10) nor more
than sixty (60) days prior to such meeting unless such shareholder waives
notice of the meeting. Any shareholder may execute a waiver of notice, in
person or by proxy, either before or after any meeting, and shall be deemed to
have waived notice if he is present at such meeting in person or by proxy.
Neither the business transacted at, nor the purpose of, any meeting need be
stated in the waiver of notice of such meeting, except that, with respect to a
waiver of notice of a meeting at which (i) an
<PAGE> 3
amendment to the Articles of Incorporation; (ii) a share exchange; (iii) a sale
of all or substantially all of the Corporation's assets; or (iv) any other
action which would entitle shareholders of the Corporation to dissent is
considered, information as required by the Georgia Business Corporation Code
must be delivered to the shareholder prior to his execution of the waiver of
notice or the waiver itself must conspicuously and specifically waive the right
to such information.

Notice of any meeting may be given by the President, the Secretary,
Assistant Secretary or by the person or persons calling such meeting. No
notice need be given of the time and place of reconvening of any adjourned
meeting, if the time and place to which the meeting is adjourned are announced
at the adjourned meeting.

Section 3. Quorum; Required Shareholder Vote. A quorum for the
transaction of business at any annual or special meeting of shareholders shall
exist when the holders of a majority of the outstanding shares entitled to vote
are represented either in person or by proxy at such meeting. If a quorum is
not present, a meeting of shareholders may be adjourned from time to time by
the vote of shares having a majority of the votes of shares represented at such
meeting, until a quorum is present. If a quorum is present, action on a matter
is approved if the votes cast favoring the action exceed the votes cast
opposing the action, except in the election of directors, which shall be by a
plurality of votes cast, unless a greater vote is required by law, by the
Articles of Incorporation or by these Bylaws. When a quorum is once present to
organize a meeting, the shareholders present may continue to do business at the
meeting or at any adjournment thereof (unless a new record date is or must be
set for the adjourned meeting) notwithstanding the withdrawal of enough
shareholders to leave less than a quorum. The holders of a majority of the
voting shares represented at a meeting, whether or not a quorum is present, may
adjourn such meeting from time to time.

Section 4. Proxies. A shareholder may vote either in person or by a
proxy which he has duly executed in writing. No proxy shall be valid after
eleven (11) months from the date of its execution unless a longer period is
expressly provided in the proxy.

Section 5. Action of Shareholders Without Meeting. Any action
required to be, or which may be, taken at a meeting of the shareholders, may be
taken without a meeting if written consent, setting forth the actions so taken,
shall be signed by all the shareholders

2
<PAGE> 4
entitled to vote with respect to the subject matter thereof, except that
information as required by the Georgia Business Corporation Code must be
delivered to the shareholders prior to their execution of the consent or the
consent must conspicuously and specifically waive the right to such
information. Such consent shall have the same force and effect as a unanimous
affirmative vote of the shareholders and shall be filed with the minutes of the
proceedings of the shareholders.

ARTICLE II.

DIRECTORS

Section 1. Power of Directors. The Board of Directors shall manage
the business of the Corporation and may exercise all the powers of the
Corporation, subject to any restrictions imposed by law, by the Articles of
Incorporation or by these Bylaws.

Section 2. Composition of the Board. The Board of Directors of the
Corporation shall consist of not less than three (3) nor more than twelve (12)
natural persons of the age of eighteen years or over but, if at least a
majority of the outstanding shares of capital stock of the Corporation having
the power to vote for the election of directors is owned of record by one
shareholder, the Board of Directors may consist of only one director. The
exact number of Directors within the specified minimum and maximum shall be
fixed by resolution of the Directors from time to time or by resolution of the
shareholders from time to time. Directors need not be residents of the State of
Georgia or shareholders of the Corporation. At each annual meeting the
shareholders shall fix the number of directors and elect the directors, who
shall serve until their successors are elected and qualified; provided that the
shareholders may, if the votes cast favoring the action exceed the votes cast
opposing the action, increase or reduce the number of directors by amendment to
the Bylaws, but no decrease shall have the effect of shortening the term of any
incumbent Director. At any shareholders' meeting with respect to which notice
of such purpose has been given, the entire Board of Directors or any individual
Director may be removed, with or without cause, by the affirmative vote of the
holders of a majority of the shares entitled to vote at an election of
directors.

Section 3. Meetings of the Board; Notice of Meetings; Waiver of
Notice. The annual meeting of the Board of Directors for the purpose of
electing officers and transacting such other business as may be brought before
the meeting shall be held each year immediately

3
<PAGE> 5
following the annual meeting of shareholders. The Board of Directors may by
resolution provide for the time and place of other regular meetings and no
notice of such regular meetings need be given. Special meetings of the Board
of Directors may be called by the Chairman of the Board of Directors, by the
President or by any two Directors, and notice of the date, time and place of
such meetings shall be given to each Director at least two (2) days before the
meeting. Any Director may execute a waiver of notice, either before or after
any meeting, and shall be deemed to have waived notice if he is present at such
meeting. Neither the business to be transacted at, nor the purpose of, any
meeting of the Board of Directors need be stated in the notice or waiver of
notice of such meeting. Any meeting may be held at any place within or without
the State of Georgia.

Section 4. Quorum; Vote Requirement. A majority of the number of
directors last fixed by the shareholders shall constitute a quorum for the
transaction of business at any meeting. In no case shall less than two
directors constitute a quorum, except that when a board consists of only one
director as authorized in Article II, Section 2 hereof, then one director shall
constitute a quorum. When a quorum is present, the vote of a majority of the
directors present and voting shall be the act of the Board of Directors, unless
a greater vote is required by law, by the Articles of Incorporation or by these
Bylaws.

Section 5. Action of Board Without Meeting. Any action required or
permitted to be taken at a meeting of the Board of Directors or any committee
thereof may be taken without a meeting if written consent, setting forth the
action so taken, is signed by all the Directors or committee members and filed
with the minutes of the proceedings of the Board of Directors or committee.
Such consent shall have the same force and effect as a unanimous affirmative
vote of the Board of Directors or committee, as the case may be.

Section 6. Committees. The Board of Directors, by resolution adopted
by a majority of all of the Directors, may designate from among its members an
Executive Committee, and/or other committees (which may include, by way of
example and not as a limitation, a Compensation Committee, an Audit Committee,
and a Nominating and Board Structure Committee), each composed of at least one
(1) Director who shall elect from among themselves a committee chairman, unless
such chairman has been appointed by the full Board of Directors, which may
exercise such authority as it is delegated by the Board of Directors, provided
that no committee shall have the authority of the Board of Directors to (1)
approve or propose to

4
<PAGE> 6
shareholders action which requires the approval of the shareholders of the
Corporation, (2) fill vacancies on the Board of Directors or on any of its
committees, (3) amend the Articles of Incorporation pursuant to Section
14-2-1002 of the Georgia Business Corporation Code, (4) adopt, amend or repeal
the Bylaws of the Corporation, or (5) approve a plan of merger not requiring
shareholder approval.

Section 7. Vacancies. A vacancy occurring in the Board of Directors
may be filled by the shareholders or by the Board of Directors or, if the
Directors remaining in office constitute fewer than a quorum of the Board of
Directors, by the affirmative vote of a majority of the remaining Directors, or
by the sole remaining Director, as the case may be. A Director elected to fill
a vacancy shall serve for the unexpired term of his predecessor in office, or
if such vacancy occurs by reason of an amendment to these Bylaws increasing the
number of directors, until the next election of directors by the shareholders
and the election and qualification of the successor.

Section 8. Telephone Conference Meetings. Unless the Articles of
Incorporation otherwise provide, members of the Board of Directors, or any
committee designated by the Board of Directors, may participate in a meeting of
the Board or committee by means of telephone conference or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and participation in a meeting pursuant to this
Section 8 shall constitute presence in person at such meeting.

Section 9. Fees and Expenses. A fee and reimbursement for expenses
for attendance at meetings of the Board of Directors or any committee thereof
may be fixed by resolution of the Board of Directors.

ARTICLE III.

OFFICERS

Section 1. Executive Structure of the Corporation. The officers of
the Corporation shall consist of a Chairman of the Board of Directors, a
President, and Executive Vice President, one or more Vice Presidents, a
Secretary, one or more Assistant Secretaries, a Treasurer and such other
officers or assistant officers, including Vice Presidents, as may be elected by
the Board of Directors. Each officer shall hold office for the term for which
he has

5
<PAGE> 7
been elected or appointed and until his successor has been elected or appointed
and has qualified, or until his earlier resignation, removal from office or
death. Any two or more offices may be held by the same person. The Board of
Directors may designate one or more Executive or Senior Vice Presidents and may
designate the order in which they and other Vice Presidents may act.

Section 2. Chairman of the Board of Directors. The Chairman of the
Board of Directors shall give general supervision and direction to the affairs
of the Corporation, subject to the direction of the Board of Directors. He
shall preside at all meetings of the shareholders.

Section 3. President. The President shall be in charge of the
day-to-day affairs of the Corporation, subject to the direction of the Board of
Directors and the Chairman of the Board of Directors. He shall preside at all
meetings of the shareholders in the absence of the Chairman of the Board of
Directors and shall act in the case of absence or disability of the Chairman of
the Board of Directors.

Section 4. Executive Vice President. The Executive Vice President
shall act in the case of absence or disability of the President.

Section 5. Secretary. The Secretary and one or more Assistant
Secretaries shall keep the minutes of the proceedings of the shareholders and
of the Board of Directors, and shall have custody of the seal of the
Corporation.

Section 6. Treasurer. The Treasurer shall be responsible for the
maintenance of the proper financial books and records for the Corporation. The
Treasurer shall have the custody of all moneys and securities of the
Corporation and shall keep regular records of accounts and balance the same
each month. He shall sign such instruments as require his signature.

Section 7. Other Duties and Authority. Each officer, employee and
agent of the Corporation shall have such other duties and authority as may be
conferred upon him by the Board of Directors or delegated to him by the
Chairman of the Board of Directors.

Section 8. Removal of Officers. Any officer may be removed at any
time by the Board of Directors and such vacancy may be filled by the Board of
Directors. This provision shall not prevent the making of a contract of
employment for a definite term with any officer and shall have no effect upon
any cause of action which any officer may have as a result of removal in breach
of contract of employment.

6
<PAGE> 8
Section 9. Compensation. The salaries of the officers shall be fixed
from time to time by the Compensation Committee of the Board of Directors. No
officer shall be prevented from receiving such salary by reason of the fact
that he is also a Director of the Corporation.

ARTICLE IV.

STOCK

Section 1. Stock Certificates. The shares of the Corporation shall be
represented by certificates in such form as may be approved by the Board of
Directors, which certificates shall be issued to the shareholders of the
Corporation, and each of which shall bear the name of the shareholder, the
number of shares represented, and the date of issue; and which shall be signed
by the Chairman of the Board of Directors, the President, the Secretary or an
Assistant Secretary of the Corporation; and which shall be sealed with the seal
of the Corporation. No share certificate shall be issued until the
consideration for the shares represented thereby has been fully paid.

A facsimile of the seal of the Corporation may be used in connection
with the share certificates of the Corporation. Facsimile signatures of the
officers named in this Section may be used in connection with said certificates
if the certificate is countersigned, either manually or by facsimile, by a
transfer agent or registered by a registrar other than the Corporation itself
or an employee of the Corporation. In the event any officer whose facsimile
signature has been placed upon a certificate shall cease to be such officer
before the certificate is issued, the certificate may be issued with the same
effect as if such person was an officer at the date of issue.

Section 2. Transfer of Stock. Shares of stock of the Corporation
shall be transferred only on the books of the Corporation upon surrender to the
Corporation of the certificate or certificates representing the shares to be
transferred accompanied by an assignment in writing of such shares properly
executed by the shareholder of record or his duly authorized attorney-in-fact
and with all taxes on the transfer having been paid. The Corporation may
refuse any requested transfer until furnished evidence satisfactory to it that
such transfer is proper. Upon the surrender of a certificate for transfer of
stock, such certificate shall at once be conspicuously marked on its face
"Cancelled" and filed with the permanent stock records of the Corporation. The
Board of Directors may make such additional rules concerning the issuance,
transfer and

7
<PAGE> 9
registration of stock and requirements regarding the establishment of lost,
destroyed or wrongfully taken stock certificates (including any requirement of
an indemnity bond prior to issuance of any replacement certificate) as it deems
appropriate or as may be required by any transfer agent or registrar designated
by the Board of Directors.

Section 3. Transfer Agents and Registrars. The Board of Directors
may, in its discretion, appoint responsible banks or trust companies in such
city or cities as the Board of Directors may deem advisable, from time to time,
to act as transfer agents and registrars of stock of the Corporation; and, upon
such appointments being made, no stock certificate shall be valid until
countersigned by one of such transfer agents and registered by one of such
registrars.

Section 4. Registered Shareholders. The Corporation may deem and
treat the holder of record of any stock as the absolute owner for all purposes
and shall not be required to take any right or claim of right of any other
person.

Section 5. Record Date. For the purpose of determining shareholders
entitled to notice of or to vote at any meeting of shareholders or any
adjournment thereof, or entitled to receive payment of any dividend, or in
order to make a determination of shareholders for any other purpose, the Board
of Directors of the Corporation may fix in advance a date as the record date
for any such determination of shareholders, such date in any case to be not
more than seventy (70) days and, in the case of a meeting of shareholders, not
less than ten (10) days prior to the date on which the particular action,
requiring such determination of shareholders, is to be taken.

ARTICLE V.

DEPOSITORIES, SIGNATURES AND SEAL

Section 1. Depositories. All funds of the Corporation shall be
deposited in the name of the Corporation in such bank, banks, other financial
institutions or depositories as the Board of Directors may from time to time
designate and shall be drawn out on checks, drafts or other orders upon
appropriate direction on behalf of the Corporation by such person or persons as
the Board of Directors may from time to time designate.

Section 2. Contracts and Deeds. All contracts, deeds and other
instruments shall be signed on behalf of the Corporation by the Chairman of the
Board of Directors or by such

8
<PAGE> 10
other officer, officers, agent or agents as the Board of Directors may from
time to time by resolution provide.

Section 3. Seal. The seal of the Corporation shall be as follows:

The seal may be lithographed or otherwise printed on any document and
shall have, to the extent permitted by law, the same force and effect as if it
had been affixed and attested manually.

ARTICLE VI.

INDEMNITY

(a) Any person who was or is a party or is 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 Corporation), by
reason of the fact that he is or was a Director of the Corporation or who while
a Director of the Corporation was serving as the Corporation's request as a
director, officer, partner, agent or employee of another corporation,
partnership, joint venture, employee benefit plan, trust or other enterprise,
shall be indemnified by the Corporation against expenses (including reasonable
attorneys fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit, or proceeding;
provided, that a Director of the Corporation shall not be so indemnified for
such judgments, fines, amounts paid in settlement or expenses incurred in any
such proceeding in which the Director is adjudged liable to the Corporation;
(i) for any appropriation, in violation of his duties, of any business
opportunity of the Corporation; (ii) for acts or omissions which involve
intentional misconduct or a knowing violation of law; (iii) for the types of
liability for unlawful distributions and dividends as set forth in Section
14-2-832 of the Georgia Business Corporation Code; or (iv) for any transaction
from which the Director derives an improper personal benefit. Expenses
incurred by any Director indemnified hereunder in defending any such action,
suit or proceeding shall be paid by the

9
<PAGE> 11
Corporation in advance of the final disposition of such action, suit or
proceeding, upon receipt of the written affirmation of such Director's good
faith belief that he has met the standards of conduct required hereunder.

(b) Any person who was or is party or is 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 corporation), by
reason of the fact that he is or was an officer, agent or employee of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer, partner, agent or employee of another corporation,
partnership, joint venture, employee benefit plan, trust or other enterprise,
shall be indemnified by the Corporation against expenses (including reasonable
attorney's fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or proceeding
to the maximum extent permitted from time to time by, and in the manner
provided from time to time by, the Georgia Business Corporation Code. Expenses
incurred by any person who may be indemnified hereunder in defending any
action, suit or proceeding shall be paid by the Corporation in advance of the
final disposition of such action, suit or proceeding, upon receipt of an
undertaking by or on behalf of such person to repay such amount if it shall
ultimately be determined that he is not entitled to be indemnified by the
Corporation.

(c) Upon receipt of a claim for indemnification hereunder, the
Corporation shall cause a determination to be made in accordance with
applicable law and this Bylaw as to whether the claimant has met the applicable
standard of conduct, and the Corporation shall pay the claim to the extent that
the determination is favorable to the person making the claim. Each person who
shall act as a director, officer, employee or agent of the Corporation or,
at the request of the Corporation, as a director, officer, partner, employee or
agent of another corporation, partnership, joint venture, employee benefit
plan, trust or other enterprise, shall be deemed to be doing so in reliance
upon the right of indemnification provided for in this Article VI, and this
Article VI constitutes a contract between the Corporation and each of the
persons from time to time entitled to indemnification hereunder that may not be
modified without the consent of such persons as to occurrences prior to notice
to such persons of such modification.

10
<PAGE> 12
ARTICLE VII.

AMENDMENT OF BYLAWS

The Board of Directors shall have the power to alter, amend or repeal
the Bylaws or adopt new bylaws, but any bylaws adopted by the Board of
Directors may be altered, amended or repealed and new bylaws adopted by the
shareholders. The shareholders may prescribe that any bylaw or bylaws adopted
by them shall not be altered, amended or repealed by the Board of Directors.
Action by the Directors with respect to the Bylaws shall be taken by an
affirmative vote of a majority of all of the Directors then in office. Action
by the shareholders with respect to the Bylaws shall be taken if the votes cast
in favor of the action exceed the votes cast opposing the action.

<PAGE> 1
EXHIBIT 5.1

King & Spalding Opinion
<PAGE> 2
KING & SPALDING
191 PEACHTREE STREET
ATLANTA, GEORGIA
30303-1763
__________

TELEPHONE: 404/572-4600
FACSIMILE: 404/572-5100

December 8, 1994

Cousins Properties Incorporated
2500 Windy Ridge Parkway
Suite 1600
Atlanta, Georgia 30339-5683

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

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) an additional one million (1,000,000) shares of the Company's
common stock, par value $1.00 per share ("Common Stock"), to be issued upon the
exercise of options ("Options") granted pursuant to the Cousins Properties
Incorporated 1989 Stock Option Plan (the "1989 Stock Option Plan") and (ii)
20,750 shares of Common Stock that may be issued pursuant to the Cousins
Properties Incorporated 1994 Stock Bonus Plan (the "1994 Stock Bonus Plan")
(all such shares referred to in clauses (i) and (ii) are referred to herein as
the "Shares").

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 the opinion set forth in clause (ii) below, we have
assumed the following: (i) the Shares that may be issued pursuant to the 1994
Stock Bonus Plan and upon exercise of the Options will continue to be duly
authorized on the dates of such issuance and (ii) 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
<PAGE> 3
Cousins Properties
Incorporated
December 8, 1994
Page 2
- ------------------

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 the 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:

(i) The Shares are duly authorized; and

(ii) When the Shares are issued pursuant to the 1994 Stock Bonus
Plan or upon exercise of the Options, as the case may be, as
payment therefor, as provided in the 1989 Stock Option Plan,
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,

KING & SPALDING

<PAGE> 1
EXHIBIT 23.1

Arthur Andersen LLP Consent
<PAGE> 2

Consent of Independent Public Accountants

As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement of our reports dated
March 10, 1994 included in Cousins Properties Incorporated's Form 10-K for the
fiscal year ended December 31, 1993 and to all references to our firm included
in this Registration Statement.

Atlanta, Georgia ARTHUR ANDERSEN LLP
December 7, 1994

<PAGE> 1
EXHIBIT 23.2

Ernst & Young LLP Consent
<PAGE> 2

CONSENT OF INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-8 to be filed on December 8, 1994) pertaining to
the Cousins Properties Incorporated 1989 Stock Option Plan and the Cousins
Properties Incorporated 1994 Stock Bonus Plan and to the incorporation by
reference therein of (i) our report dated February 3, 1994, with respect to
the financial statements of Haywood Mall Associates and (ii) our report dated
February 4, 1994, with respect to the financial statements and schedules of CSC
Associates, L.P. included in the Annual Report (Form 10-K) of Cousins
Properties Incorporated for the year ended December 31, 1993, filed with the
Securities and Exchange Commission.

Ernst & Young LLP

Atlanta, Georgia
December 7, 1994

<PAGE> 1
EXHIBIT 99.1

Cousins Properties Incorporated
1989 Stock Option Plan, as amended
<PAGE> 2
COUSINS PROPERTIES INCORPORATED

1989 STOCK OPTION PLAN
<PAGE> 3
TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C> <C>
Section 1. PURPOSE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Section 2. DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
2.1 Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
2.2 Change in Control . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
2.3 Code . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
2.4 Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
2.5 CPI . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
2.6 Fair Market Value . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
2.7 ISO . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
2.8 Key Employee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
2.9 1933 Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
2.10 Non-ISO . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
2.11 Option . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
2.12 Option Certificate . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
2.13 Option Price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
2.14 Parent Corporation . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
2.15 Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
2.16 Rule 16b-3 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
2.17 Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
2.18 Subsidiary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
2.19 Surrendered Option . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
2.20 Ten Percent Shareholder . . . . . . . . . . . . . . . . . . . . . . . . 3
Section 3. SHARES SUBJECT TO OPTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Section 4. EFFECTIVE DATE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Section 5. COMMITTEE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Section 6. ELIGIBILITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Section 7. GRANT OF OPTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
7.1 Committee Action . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
7.2 $100,000 Limit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Section 8. OPTION PRICE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Section 9. EXERCISE PERIOD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Section 10. NONTRANSFERABILITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Section 11. SURRENDER OF OPTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
11.1 General Rule . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
11.2 Procedure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
11.3 Payment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
11.4 Restrictions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Section 12. SECURITIES REGISTRATION AND RESTRICTIONS . . . . . . . . . . . . . . . . . . . . . 8
Section 13. LIFE OF PLAN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Section 14. ADJUSTMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Section 15. SALE OR MERGER OF CPI; CHANGE IN CONTROL . . . . . . . . . . . . . . . . . . . . . 9
15.1 Sale or Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
15.2 Change in Control . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
</TABLE>

ii
<PAGE> 4
<TABLE>
<S> <C> <C>
Section 16. AMENDMENT OR TERMINATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Section 17. MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
17.1 No Shareholder Rights . . . . . . . . . . . . . . . . . . . . . . . . . 10
17.2 No Contract of Employment . . . . . . . . . . . . . . . . . . . . . . . 10
17.3 Withholding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
17.4 Construction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
17.5 Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
</TABLE>

iii
<PAGE> 5
COUSINS PROPERTIES INCORPORATED

1989 STOCK OPTION PLAN

Section 1.

PURPOSE

The purpose of this Plan is to promote the interests of CPI and its
Subsidiaries by granting Options to purchase 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.

Section 2.

DEFINITIONS

Each term set forth in this Section 2 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.

2.1. Board -- means the Board of Directors of CPI.

2.2 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.

2.3 Code -- means the Internal Revenue Code of 1986, as amended.

1
<PAGE> 6

2.4 Committee -- means a committee which shall have at least 3
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.

2.5 CPI -- means Cousins Properties Incorporated and any successor
to such corporation.

2.6 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 NASDAQ
National Market Issues quotation system (or under any successor quotation
system) or, if Stock is no longer traded on such system, 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 or so
quoted in accordance with Section 2.6(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.

2.7 ISO -- means an option granted under this Plan to purchase Stock
which is intended to satisfy the requirements of Section 422 of the Code.

2.8 Key Employee -- means an employee of CPI, Cousins Real Estate
Corporation (such term "Cousins Real Estate Corporation" shall for purposes of
the Plan be deemed to include each subsidiary corporation (within the meaning
of Section 424(f) of the Code) of Cousins Real Estate Corporation) or any
Subsidiary who, in the judgment of the Committee acting in its absolute
discretion, is a key to the success of CPI, Cousins Real Estate Corporation or
such Subsidiary.

2.9 1933 Act -- means the Securities Act of 1933, as amended.

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

2.11 Option -- means an ISO or a Non-ISO.

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

2.13 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.

2
<PAGE> 7
2.14 Parent Corporation -- means any corporation which is a parent
of CPI within the meaning of Section 424(e) of the Code.

2.15 Plan -- means this Cousins Properties Incorporated 1989 Stock
Option Plan, as amended from time to time.

2.16 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.

2.17 Stock -- means the $1.00 par value Common Stock of CPI.

2.18 Subsidiary -- means any corporation which is a subsidiary
corporation (within the meaning of Section 424(f) of the Code) of CPI.

2.19 Surrendered Option -- means the shares of Stock subject to an
Option described in Section 11.2 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 Section 11.

2.20 Ten Percent Shareholder -- means a person who owns (after
taking into account the attribution rules of Section 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 or a Parent Corporation.

Section 3.

SHARES SUBJECT TO OPTIONS

There shall be two million shares of Stock reserved for use under this
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 thereafter shall again become available for use
under this Plan, but any Surrendered Shares which remain unissued after the
surrender of an Option under Section 11 and any shares of Stock used to
exercise an Option under Section 8 or to satisfy a withholding obligation under
Section 17.3 shall not again be available for use under this Plan.

3
<PAGE> 8
Section 4.

EFFECTIVE DATE

The effective date of this Plan shall be the date it is properly
approved by the shareholders of CPI (acting at a duly called meeting of such
shareholders), provided such shareholder approval comes within twelve (12)
months before or after the date the Board adopts this Plan and (b) satisfies
the requirements for shareholder approval under Rule 16b-3. Any Option granted
under this Plan before such effective date automatically shall be granted
subject to such approval.

Section 5.

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.

Section 6.

ELIGIBILITY

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

Section 7.

GRANT OF OPTIONS

7.1 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. 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

4
<PAGE> 9
(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 or 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 one such Option
shall not be conditioned on his or her failure to exercise or surrender the
other such Option.

7.2 $100,000 Limit. The aggregate Fair Market Value of the shares
of Stock subject to ISOs and other incentive stock options granted to a Key
Employee under this Plan and under any other stock option plan adopted by CPI,
a Subsidiary 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 Section 7.2 in accordance with Section 422(d) of the Code,
and the Committee shall treat this Section 7.2 as in effect only for those
periods for which Section 422(d) of the Code is in effect.

Section 8.

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 not 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 or in any combination of cash and 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.

5
<PAGE> 10
Section 9.

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 date such Option is
granted, or

(b) make an Option exercisable after the earliest of

(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.

Section 10.

NONTRANSFERABILITY

Neither an Option granted under this Plan nor any related surrender
rights under Section 11 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 is transferred by will or by the laws of
descent and distribution thereafter shall be treated as the Key Employee.

Section 11.

SURRENDER OF OPTIONS

11.1 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

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<PAGE> 11

(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.

11.2 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,

11.3 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 Section 11 to come within the exemption
under Rule 16b-3.

11.4 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.

7
<PAGE> 12
Section 12.

SECURITIES REGISTRATION AND RESTRICTIONS

Each Option Certificate shall provide that, upon the receipt of shares
of Stock as a result of the exercise or surrender of an Option, 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 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 granted under this Plan 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.

Section 13.

LIFE OF PLAN

No option shall be granted under this Plan on or after the earlier of

(a) the tenth anniversary of the effective date of this Plan (as
determined under Section 4 of this 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, or

(b) the date on which all of the Stock reserved under Section 3 of
this Plan has (as a result of the exercise or surrender of
Options granted under this Plan) been issued or no longer is
available for use under this Plan, in which event this Plan
also shall terminate on such date.

8
<PAGE> 13
Section 14.

ADJUSTMENT

The number of shares of Stock reserved under Section 3 of this Plan and
the number of shares of Stock subject to Options granted under this Plan and the
Option Price of such Options 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 Section 424(a) of the Code) the number of shares of Stock
reserved under Section 3 of this Plan and the number of shares subject to
Options granted under this Plan and the Option Price of such Options in the
event of any corporate transaction described in Section 424(a) of the Code which
provides for the substitution or assumption of such Options. If any adjustment
under this Section 14 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
Section 14 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 Section 3" within the meaning of Section 16(a) of this Plan.

Section 15.

SALE OR MERGER OF CPI; CHANGE IN CONTROL

15.1 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 granted under this Plan, each
then outstanding Option 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 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 Section 11.

15.2 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 granted 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 Section 15.1 for a sale or merger of CPI
with respect to such Options. The Board shall

9
<PAGE> 14
have the right to take different action under this Section 15.2 with respect to
different Key Employees or different groups of Key Employees, as the Board
deems appropriate under the circumstances.

Section 16.

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 Section 3, (b) to extend the
maximum life of the Plan under Section 13 or the maximum exercise period under
Section 9, (c) to decrease the minimum option price under Section 8, (d) to
change the class of employees eligible for Options under Section 6 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
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 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
Section 14 or Section 15 of this Plan.

Section 17.

MISCELLANEOUS

17.1 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 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.

17.2 No Contract of Employment. The grant of an Option 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.

17.3 Withholding. The exercise or surrender of any Option granted
under this Plan shall constitute a Key Employee's full and complete consent 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 such exercise or surrender. The Committee also shall have the
right to provide in an Option 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,

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<PAGE> 15
and any such election and any such reduction shall be effected so as to satisfy
the conditions to the exemption under Rule 16b-3.

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

17.5 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.

<PAGE> 1
EXHIBIT 99.2

Cousins Properties Incorporated
1994 Stock Bonus Plan
<PAGE> 2

COUSINS PROPERTIES INCORPORATED
1994 STOCK BONUS PLAN

Section I.

PURPOSE

The purpose of the Cousins Properties Incorporated 1994 Stock Bonus
Plan (the "Plan") is to (i) provide for the payment of bonus compensation in
the form of shares of the Common Stock of Cousins Properties Incorporated
("CPI"), par value $1.00 per share ("Common Stock"), in lieu of cash, to
certain executive officers and other key employees of CPI, Cousins Real
Estate Corporation and their affiliates (collectively, the "Company") who
have made a material contribution to the success of the Company for fiscal
year 1994 ("Key Employees"), (ii) provide an additional incentive to Key
Employees to work to increase the value of the Common Stock and (iii) encourage
ownership of Common Stock to further align the Key Employees' interests with
the interests of CPI's shareholders.

Section II.

There shall be 20,750 shares of Common Stock reserved for use under
this Plan. All such shares of Common Stock shall be reserved to the extent
that CPI deems appropriate from authorized but unissued shares of Common Stock.

Section III.

EFFECTIVE DATE

The effective date of this Plan shall be November 22, 1994, the date
it was adopted by the Board of Directors of CPI.

Section IV.

ADMINISTRATION

This Plan shall be administered by the Compensation, Succession,
Nominating and Board Structure Committee (the "Committee") of the Board of
Directors of CPI. 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 (except to the extent the right to take such
action is expressly and exclusively reserved for the Board of Directors of CPI)
in the administration and operation of this Plan as the Committee deems
equitable under the circumstances, which action shall be binding on the
Company, on

<PAGE> 3
affected Key Employee and on each other person directly or indirectly affected
by such action.

Section V.

ELIGIBILITY

Only Key Employees shall be eligible for the payment of a bonus of
Common Stock of Shares under this Plan.

Section VI.

AWARDS OF SHARES

The Committee, acting in its absolute discretion, shall decide who is a
Key Employee and the number of shares of Common Stock to be issued to such
Key Employee in lieu of a cash bonus; provided, however, no Common Stock shall
be issued to a Key Employee pursuant to this Plan prior to registration of such
stock under the Securities Act of 1933, as amended (the "Act"). The Committee
shall have the right to make such transfer subject to such conditions, if any,
as the Committee deems appropriate under the circumstances.

Section VII.

SECURITIES REGISTRATION

With respect to Common Stock issued pursuant to this Plan, the
CPI, at its expense, shall take such action as it deems necessary or
appropriate to register the original issuance of such Common Stock to a Key
Employee under the Act or under any other applicable securities laws or to
qualify any such Common Stock for an exemption under any such laws prior to the
issuance of such Common Stock to a Key Employee; however, the Company shall
have no obligation whatsoever to take any such action in connection with the
transfer, resale or other disposition of such Common Stock by a Key Employee.

Section VIII.

LIFE OF PLAN

No Common Stock shall be issued under this Plan after December 31,
1994.

Section IX.

AMENDMENT OR TERMINATION

This Plan may be amended by the Committee from time to time to the
extent that the Committee deems necessary or appropriate.

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<PAGE> 4
Section X.

MISCELLANEOUS

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

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