<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

                                      -2-
<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.


                                      -3-
<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;



                                      -4-
<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

          (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 Code section.

     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.


                                      -5-
<PAGE>   7

     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.

          (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



                                      -6-
<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




                                      -7-
<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.



                                      -8-
<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.




                                      -9-
<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>                  





                                      -10-
<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>



                                      -11-
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{"company-data": {"conformed-name": "COUSINS PROPERTIES INC", "cik": "0000025232", "assigned-sic": "6798", "irs-number": "580869052", "state-of-incorporation": "GA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-56787", "film-number": "94563909"}, "business-address": {"street1": "2500 WINDY RIDGE PKWY STE 1600", "city": "MARIETTA", "state": "GA", "zip": "30067", "phone": "4049552200"}, "mail-address": {"street1": "2500 WINDY RIDGE PARKWAY", "street2": "SUITE 1600", "city": "ATLANTA", "state": "GA", "zip": "30339-5683"}}
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.
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.
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

                                      -2-
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.

                                      -3-
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;

                                      -4-
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

          (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 Code section.

     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.

                                      -5-
7

     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.

          (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

                                      -6-
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

                                      -7-
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.

                                      -8-
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.

                                      -9-
11
Signature                      Title                  
- ---------                      -----
/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
-10-
12

                                 EXHIBIT INDEX
Exhibit                         Description                               Page No.
- -------                         -----------                               --------
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
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