As  filed  with  the  Securities  and
                                         Exchange Commission on August 21, 2001.
                                         Registration No. 333-

                       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 its charter)

            Georgia                                         58-0869052
(State or other jurisdiction of                          (I.R.S. Employer
incorporation or organization)                          Identification No.)

                            2500 Windy Ridge Parkway
                           Atlanta, Georgia 30339-5683
   (Address, including zip code, of registrant's principal executive offices)


                         COUSINS PROPERTIES INCORPORATED
                            1999 INCENTIVE STOCK PLAN
                            (Full title of the plan)


                               TOM G. CHARLESWORTH
              Executive Vice President and Chief Investment Officer
                         Cousins Properties Incorporated
                            2500 Windy Ridge Parkway
                           Atlanta, Georgia 30339-5683
                                 (770) 955-2200
                (Name, address, including zip code, and telephone
               number, including area code, of agent for service)

                                   Copies to:
                              ALAN J. PRINCE, ESQ.
                                 King & Spalding
                              191 Peachtree Street
                           Atlanta, Georgia 30303-1763
                                 (404) 572-4600

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

-------------------------------------------------------------------------------------------------------------------

                                                                Proposed Maximum  Proposed Maximum     Amount of
Title of Securities to be Registered              Amount to      Offering Price       Aggregate      Registration
                                                be Registered     Per Share(1)    Offering Price(1)       Fee
--------------------------------------------------------------------------------------------------------------------
<S>                                               <C>               <C>              <C>                <C>
Common Stock, par value $1.00 per share           2,300,000         $25.425          $58,477,500        $14,620
--------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)    Estimated  solely  for the  purpose of  computing  the  registration  fee
       pursuant to Rule 457(h) on the basis of the high and low prices of Common
       Stock of Cousins  Properties  Incorporated  (the "Company") on August 15,
       2001.


<PAGE>

                                     PART I

         This  Registration  Statement  on Form  S-8  relates  to an  additional
2,300,000  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  subsidiaries  and to  directors  of the Company and certain
subsidiaries  pursuant to the Cousins  Properties  Incorporated  1999  Incentive
Stock Plan (the "1999 Incentive  Plan").  As permitted by General  Instruction E
(Registration of Additional Securities) to Form S-8, this Registration Statement
omits certain information otherwise required by Form S-8.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference
         -----------------------------------------------
         The  following   documents  filed  with  the  Securities  and  Exchange
Commission  (the  "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, 2000;

         2.       All reports filed by the Company pursuant to Section 13(a) or
                  15(d) of the Securities Exchange Act of 1934, as amended (the
                  "Exchange Act"), since December 31, 2000;

         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;

         4.       The Company's Registration Statement on Form S-8 (File No.
                  333-46674), filed with the Commission on September 27, 2000;
                  and

         5.       The Company's Registration Statement on Form S-8 (File No.
                  333-92089), filed with the Commission on December 3, 1999.

         All  documents  filed  by the  Company  subsequent  to the date of this
Registration  Statement  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  Registration  Statement and to be a part hereof from the date
of filing of such documents.

Item 6.  Indemnification of Directors and Officers
         -----------------------------------------
         The following  summary is qualified in its entirety by reference to the
complete text of the statute and Articles of Incorporation referred to below.

Part 5 of Article 8 of the Georgia Business Corporation Code states:

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

         (3) "Disinterested director" means a director who at the time of a vote
referred to in  subsection  (c) of Code Section  14-2-853 or a vote or selection
referred to in subsection  (b) or (c) of Code Section  14-2-855 or in subsection
(a) of Code Section 14-2-856 is not:

              (A)  A party to the proceeding; or

              (B)  An  individual  who  is a  party  to a  proceeding  having  a
                   familial, financial, professional, or employment relationship
                   with  the  director  whose  indemnification  or  advance  for
                   expenses  is the  subject  of the  decision  being  made with
                   respect to the proceeding,  which relationship  would, in the
                   circumstances,  reasonably  be expected to exert an influence
                   on the director's  judgment when voting on the decision being
                   made.

         (4)   "Expenses"  includes counsel fees.

         (5)  "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.

         (6)   "Official capacity"  means:

              (A)  When used with respect to a director, the office of director
                   in a corporation; and

              (B)  When used with respect to an officer, as contemplated in Code
                   Section  14-2-857,  the office in a  corporation  held by the
                   officer.

Official  capacity  does not include  service for any other  domestic or foreign
corporation or any partnership,  joint venture, trust, employee benefit plan, or
other entity.

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

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

14-2-851.  Authority to indemnify.

        (a) Except as otherwise provided in this Code section, a corporation may
indemnify an individual  who is a party to a proceeding  because he or she is or
was a director against liability incurred in the proceeding if:

         (1)  Such individual conducted himself or herself in good faith; and

         (2)  Such individual reasonably believed:

              (A)  In the case of conduct in his or her official capacity,  that
                   such conduct was in the best interests of the corporation;

              (B)  In all  other  cases,  that  such  conduct  was at least  not
                   opposed to the best interests of the corporation; and

              (C)  In the case of any criminal  proceeding,  that the individual
                   had no reasonable cause to believe such conduct was unlawful.

     (b) A director's  conduct  with  respect to an employee  benefit plan for a
purpose  he or  she  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 subparagraph (a) (2) (B) 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
described in 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, except for reasonable expenses incurred in connection
              with the proceeding if it is determined  that the director has met
              the relevant standard of conduct under this Code section; or

         (2)  In  connection  with any  proceeding  with  respect to conduct for
              which he or she was  adjudged  liable on the basis  that  personal
              benefit  was  improperly  received  by him or her,  whether or not
              involving action in his or her official capacity.

14-2-852.  Mandatory indemnification.

     A corporation shall indemnify a director who was wholly successful,  on the
merits or otherwise,  in the defense of any  proceeding to which he or she was a
party  because he or she was a director of the  corporation  against  reasonable
expenses incurred by the director in connection with the proceeding.

14-2-853.  Advance for expenses.

     (a) A corporation  may, before final  disposition of a proceeding,  advance
funds to pay for or reimburse the reasonable expenses incurred by a director who
is a party to a proceeding because he or she is a director if he or she delivers
to the corporation:

         (1)  A written  affirmation  of his or her good faith belief that he or
              she has met the  relevant  standard of conduct  described  in Code
              Section 14-2-851 or that the proceeding involves conduct for which
              liability has been eliminated under a provision of the articles of
              incorporation  as authorized by paragraph (4) of subsection (b) of
              Code Section 14-2-202; and

         (2)  His or her written  undertaking  to repay any funds advanced if it
              is  ultimately  determined  that the  director 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 the financial ability of
the director to make repayment.

     (c) Authorizations under this Code section shall be made:

         (1)  By the board of directors:

              (A)  When  there  are two or more  disinterested  directors,  by a
              majority  vote of all the  disinterested  directors (a majority of
              whom shall for such purpose  constitute a quorum) or by a majority
              of  the  members  of a  committee  of two  or  more  disinterested
              directors appointed by such a vote; or

              (B) When there are fewer than two disinterested  directors, by the
              vote  necessary  for  action  by  the  board  in  accordance  with
              subsection (c) of Code Section  14-2-824,  in which  authorization
              directors  who do  not  qualify  as  disinterested  directors  may
              participate; or

         (2) By the shareholders, but shares owned or voted under the control of
         a director who at the time does not qualify as a disinterested director
         with respect to the proceeding may not be voted on the authorization.

14-2-854.  Court-ordered indemnification and advances for expenses.

     (a) A  director  who is a  party  to a  proceeding  because  he or she is a
director  may apply for  indemnification  or advance  for  expenses to the court
conducting the proceeding or to another court of competent  jurisdiction.  After
receipt of an  application  and after giving any notice it considers  necessary,
the court shall:

         (1)  Order indemnification or advance for expenses if it determines
              that the director is entitled to indemnification under this part;
              or

         (2)  Order indemnification or advance for expenses if it determines, in
              view  of all the  relevant  circumstances,  that  it is  fair  and
              reasonable to indemnify the director or to advance expenses to the
              director,  even if the director has not met the relevant  standard
              of conduct set forth in  subsections  (a) and (b) of Code  Section
              14-2-851,  failed to comply  with Code  Section  14-2-853,  or was
              adjudged  liable in a proceeding  referred to in paragraph  (1) or
              (2)  of  subsection  (d)  of  Code  Section  14-2-851,  but if the
              director  was  adjudged so liable,  the  indemnification  shall be
              limited to reasonable  expenses  incurred in  connection  with the
              proceeding.

     (b)  If  the  court   determines   that  the   director   is   entitled  to
indemnification  or advance for expenses  under this part, it may also order the
corporation to pay the director's  reasonable  expenses to obtain  court-ordered
indemnification or advance for expenses.

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 for a specific
proceeding  that   indemnification   of  the  director  is  permissible  in  the
circumstances  because he or she has met the  relevant  standard  of conduct set
forth in Code Section 14-2-851.

     (b) The determination shall be made:

         (1)  If there are two or more disinterested  directors, by the board of
              directors by a majority vote of all the disinterested directors (a
              majority of whom shall for such purpose constitute a quorum) or by
              a  majority  of  the  members  of  a  committee  of  two  or  more
              disinterested directors appointed by such a vote;

         (2)  By special legal counsel:

                  (A)   Selected in the manner prescribed in paragraph (1) of
                        this subsection; or

                  (B)  If there  are  fewer  than two  disinterested  directors,
                       selected by the board of  directors  (in which  selection
                       directors  who  wish  do  not  qualify  as  disinterested
                       directors may participate); or

         (3)  By the  shareholders,  but  shares  owned  by or voted  under  the
              control  of a  director  who at the  time  does not  qualify  as a
              disinterested director 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 there are
fewer  than  two  disinterested  directors  or 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  subparagraph
(b)(2)(B) of this Code section to select special legal 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, but shares owned or voted under the control of a director
who at the time does not qualify as a disinterested director with respect to any
existing or threatened proceeding that would be covered by the authorization may
not be voted on the authorization.

     (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 the director's duties, of
              any business opportunity of the corporation;

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

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

         (4)  For any transaction from which he or she 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 or her good  faith  belief  that his or her  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 or her behalf, to repay any advances
              if it is ultimately  determined  that the director is not entitled
              to indemnification under this Code section.

14-2-857.  Indemnification of officers, employees, and agents.

     (a) A corporation may indemnify and advance  expenses under this part to an
officer of the corporation  who is a party to a proceeding  because he or she is
an officer of the corporation:

         (1)  To the same extent as a director; and

         (2)  If he or she is not a director,  to such further  extent as may be
              provided  by  the  articles  of   incorporation,   the  bylaws,  a
              resolution  of the board of  directors,  or  contract  except  for
              liability arising out of conduct that constitutes:

              (A)  Appropriation, in violation of his or her duties, of any
                   business opportunity of the corporation;

              (B)  Acts or omissions which involve intentional misconduct or a
                   knowing violation of law;

              (C)  The types of liability set forth in Code Section 14-2-832; or

              (D)  Receipt of an improper personal benefit.

     (b) The  provisions of paragraph (2) of subsection (a) of this Code section
shall  apply to an officer  who is also a director if the sole basis on which he
or she is made a party to the  proceeding  is an act or  omission  solely  as an
officer.

     (c) An  officer  of a  corporation  who is not a director  is  entitled  to
mandatory  indemnification under Code Section 14-2-852, and may apply to a court
under Code Section  14-2-854 for  indemnification  or advances for expenses,  in
each  case  to  the  same  extent  to  which  a  director  may  be  entitled  to
indemnification or advances for expenses under those provisions.

     (d) A corporation may also indemnify and advance expenses to an 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 a director,  officer, employee, or agent of the corporation or
who, while a director, officer, employee, or agent of the corporation, serves at
the corporation's request as a director, officer, partner, trustee, employee, or
agent of another domestic or foreign  corporation,  partnership,  joint venture,
trust, employee benefit plan, or other entity against liability asserted against
or incurred by him or her in that  capacity or arising from his or her status as
director, officer, employee, or agent, whether or not the corporation would have
power to indemnify or advance  expenses to him or her against the same liability
under this part.

14-2-859.  Application of part.

     (a) A corporation  may, by a provision in its articles of  incorporation or
bylaws  or in a  resolution  adopted  or a  contract  approved  by its  board of
directors  or  shareholders,  obligate  itself in advance of the act or omission
giving rise to a proceeding to provide  indemnification  or advance funds to pay
for or  reimburse  expenses  consistent  with  this  part.  Any such  obligatory
provision shall be deemed to satisfy the requirements for authorization referred
to in subsection (c) of Code Section  14-2-853 or subsection (c) of Code Section
14-2-855.   Any  such  provision  that  obligates  the  corporation  to  provide
indemnification  to the  fullest  extent  permitted  by law  shall be  deemed to
obligate the  corporation  to advance funds to pay for or reimburse  expenses in
accordance  with Code Section  14-2-853 to the fullest extent  permitted by law,
unless the provision specifically provides otherwise.

     (b) Any provision pursuant to subsection (a) of this Code section shall not
obligate the  corporation  to  indemnify or advance  expenses to a director of a
predecessor  of the  corporation,  pertaining  to  conduct  with  respect to the
predecessor,   unless  otherwise   specifically   provided.  Any  provision  for
indemnification  or advance  for  expenses  in the  articles  of  incorporation,
bylaws, or a resolution of the board of directors or shareholders, partners, or,
in the case of limited liability companies, members or managers of a predecessor
of the  corporation  or other  entity in a merger or in a contract  to which the
predecessor is a party,  existing at the time the merger takes effect,  shall be
governed by paragraph (3) of subsection (a) of Code Section 14-2-1106.

     (c) A  corporation  may, by a provision in its  articles of  incorporation,
limit any of the rights to indemnification or advance for expenses created by or
pursuant to this part.

     (d) This  part  does not limit a  corporation's  power to pay or  reimburse
expenses  incurred  by a director  or an officer in  connection  with his or her
appearance as a witness in a proceeding at a time when he or she is not a party.

     (e) Except as expressly  provided in Code Section 14-2-857,  this part does
not limit a corporation's power to indemnify, advance expenses to, or provide or
maintain insurance on behalf of an employee or agent.

Article Ten of the Company's Restated Certificate 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.  If the Georgia
Business  Corporation  Code is amended to  authorize  corporate  action  further
eliminating or limiting the personal liability of Directors,  then the liability
of a Director of the  Corporation  shall be eliminated or limited to the fullest
extent permitted by the Georgia Business  Corporation Code, as amended.  Neither
the amendment nor repeal of this Article 10 nor the adoption of any provision of
these  Restated and Amended  Articles of  Incorporation  inconsistent  with this
Article  shall  eliminate  or  adversely  affect  any right or  protection  of a
Director of the Corporation existing immediately prior to such amendment, repeal
or adoption.

Article Six of the Company's Amended and Restated 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 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.

Item 8.  Exhibits
         --------
         Exhibit  Description
         -------  -----------
         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)

         24.1     Power of Attorney (included on signature page)

         99.1     Cousins  Properties  Incorporated  1999  Incentive  Stock Plan
                  (filed as Exhibit B to the  Company's  Proxy  Statement  dated
                  March 30, 2001 and incorporated herein by reference thereto)

Item 9.  Undertakings
         ------------
         (a)    The undersigned Registrant hereby undertakes:

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

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

                     (ii)  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.
                           Notwithstanding   the  foregoing,   any  increase  or
                           decrease  in volume  of  securities  offered  (if the
                           total dollar value of  securities  offered  would not
                           exceed that which was  registered)  and any deviation
                           from  the low or high  end of the  estimated  maximum
                           offering  range  may  be  reflected  in the  form  of
                           prospectus filed with the Commission pursuant to Rule
                           424(b) if, in the  aggregate,  the  changes in volume
                           and price  represent  no more than 20%  change in the
                           maximum  aggregate  offering  price  set forth in the
                           "Calculation  of  Registration   Fee"  table  in  the
                           effective registration statement; and

                     (iii) 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)(i) and (a)(1)(ii)
                     do not apply if the information  required to be 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 the purpose 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 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   incorporated  by
reference in this  Registration  Statement have been audited by Arthur  Andersen
LLP,  independent public  accountants,  as set forth in their reports.  In those
reports,  that firm  states that with  respect to certain  joint  ventures,  its
opinion is based on the reports of other independent public accountants, namely,
Ernst  &  Young  LLP,  as it  relates  to CSC  Associates,  L.P.  The  financial
statements  and  supporting  schedules  referred to above have been  included or
incorporated by reference herein in reliance upon the authority of said firms as
experts in giving said reports.


<PAGE>


                                   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 this 21st day of August, 2001.

                                        COUSINS PROPERTIES INCORPORATED



                                         By: /S/ Tom G. Charlesworth
                                             ___________________________________
                                             Tom G. Charlesworth
                                             Executive Vice President and Chief
                                             Investment Officer


KNOW ALL MEN BY THESE PRESENTS,  that each person whose signature  appears below
constitutes  and appoints Kelly H. Barrett and Tom G.  Charlesworth  and each of
them, his or her true and lawful  attorneys-in-fact  and agents, with full power
of  substitution  and  resubstitution,  for such persons and in his or her 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 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 21st day of August, 2001.

Signature                                                Title
---------                                                -----

/s/ T. G. Cousins                             Chairman of the Board of Directors
-----------------------------                 and Chief Executive Officer
T. G. Cousins                                 (Principal Executive Officer)

/s/ Thomas D. Bell, Jr.                       Vice Chairman of the
-----------------------------                 Board of Directors
Thomas D. Bell, Jr.

/s/ R. Dary Stone                             President, Chief Operating Officer
-----------------------------                 and Director
R. Dary Stone

/s/ Kelly H. Barrett                          Senior Vice President and Chief
-----------------------------                 Financial Officer
Kelly H. Barrett                              (Principal Accounting and
                                              Financial Officer)

Signature                                                Title
---------                                                -----

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

/s/ Lillian C. Giornelli                       Director
------------------------------
Lillian C. Giornelli

/s/ Terence C. Golden                          Director
------------------------------
Terence C. Golden

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

/s/ John J. Mack                               Director
------------------------------
John J. Mack

/s/ Hugh L. McColl, Jr.                        Director
------------------------------
Hugh L. McColl, Jr.

/s/ William Porter Payne                       Director
------------------------------
William Porter Payne

<PAGE>

                                  EXHIBIT INDEX
                                  -------------

Exhibit           Description
-------           -----------

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)

24.1              Power of Attorney (included on signature page)

99.1              Cousins  Properties  Incorporated  1999  Incentive  Stock Plan
                  (filed as Exhibit B to the  Company's  Proxy  Statement  dated
                  March 30, 2001 and incorporated herein by reference thereto)


<PAGE>
                                   EXHIBIT 5.1

                           Opinion of King & Spalding

                          [King & Spalding Letterhead]

    404/572-4600                                                 404/572-5100


                                 August 21, 2001

Cousins Properties Incorporated
2500 Windy Ridge Parkway
Atlanta, GA  30339-5683

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

Ladies and 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 2,300,000 shares of the Company's common stock, par value $1.00 per share, to
be issued pursuant to, or issued upon the exercise of options  granted  pursuant
to, the Cousins  Properties  Incorporated 1999 Incentive Stock Plan (the "Plan")
(all such  shares  and  options  are  referred  to herein  as the  "Shares"  and
"Options," respectively).

         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 this opinion,  we have assumed the  following:  (1) the
Shares that may be issued  pursuant to the Plan or upon  exercise of the Options
granted pursuant to the Plan will continue to be duly authorized on the dates of
such issuance and (2) 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 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 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:

         a.       The Shares are duly authorized; and


<PAGE>
Cousins Properties Incorporated
August 21, 2001
Page 2


         b.       When  the  Shares  are  issued  pursuant  to the  Plan or upon
                  exercise of the Options  granted  pursuant to the Plan against
                  payment therefor, as the case may be, as provided in the 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,

                                         /s/ King & Spalding

                                         King & Spalding


<PAGE>


                                  EXHIBIT 23.1

                         Consent of Arthur Andersen LLP

                    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 February 6, 2001
included and incorporated by reference in Cousins Properties Incorporated's Form
10-K for the year ended  December  31,  2000 and to all  references  to our Firm
included in this Registration Statement.

                                                     ARTHUR ANDERSEN LLP

Atlanta, Georgia
August 21, 2001


<PAGE>


                                  EXHIBIT 23.2

                          Consent of Ernst & Young LLP

                         CONSENT OF INDEPENDENT AUDITORS

We  consent to the  reference  to our firm under the  caption  "Experts"  in the
Registration  Statement (Form S-8) relating to 2,300,000  shares of common stock
of  Cousins  Properties   Incorporated  pertaining  to  the  Cousins  Properties
Incorporated 1999 Incentive Stock Plan and the Cousins  Properties  Incorporated
1995 Stock Incentive Plan and to the  incorporation by reference  therein of our
report dated  February 2, 2001,  with respect to the  financial  statements  and
schedule  of  CSC  Associates,  L.P.,  included  in the  Form  10-K  of  Cousins
Properties  Incorporated  for the year ended  December 31, 2000,  filed with the
Securities and Exchange Commission.

                                                     ERNST & YOUNG LLP

Atlanta, Georgia
August 21, 2001
[{"type": "S-8", "sequence": "1", "filename": "forms8_082101.txt", "description": "FORM S-8", "secsgml_size_bytes": 49062}]
{"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": "333-68010", "film-number": "1719917"}, "business-address": {"street1": "2500 WINDY RIDGE PKWY STE 1600", "city": "ATLANTA", "state": "GA", "zip": "30339-5683", "phone": "7709552200"}, "mail-address": {"street1": "2500 WINDY RIDGE PARKWAY", "street2": "SUITE 1600", "city": "ATLANTA", "state": "GA", "zip": "30339-5683"}}
As  filed  with  the  Securities  and
                                         Exchange Commission on August 21, 2001.
                                         Registration No. 333-

                       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 its charter)

            Georgia                                         58-0869052
(State or other jurisdiction of                          (I.R.S. Employer
incorporation or organization)                          Identification No.)

                            2500 Windy Ridge Parkway
                           Atlanta, Georgia 30339-5683
   (Address, including zip code, of registrant's principal executive offices)

                         COUSINS PROPERTIES INCORPORATED
                            1999 INCENTIVE STOCK PLAN
                            (Full title of the plan)

                               TOM G. CHARLESWORTH
              Executive Vice President and Chief Investment Officer
                         Cousins Properties Incorporated
                            2500 Windy Ridge Parkway
                           Atlanta, Georgia 30339-5683
                                 (770) 955-2200
                (Name, address, including zip code, and telephone
               number, including area code, of agent for service)

                                   Copies to:
                              ALAN J. PRINCE, ESQ.
                                 King & Spalding
                              191 Peachtree Street
                           Atlanta, Georgia 30303-1763
                                 (404) 572-4600

                         CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------------------------------------------

                                                                Proposed Maximum  Proposed Maximum     Amount of
Title of Securities to be Registered              Amount to      Offering Price       Aggregate      Registration
                                                be Registered     Per Share(1)    Offering Price(1)       Fee
--------------------------------------------------------------------------------------------------------------------
Common Stock, par value $1.00 per share           2,300,000         $25.425          $58,477,500        $14,620
--------------------------------------------------------------------------------------------------------------------
(1)    Estimated  solely  for the  purpose of  computing  the  registration  fee
       pursuant to Rule 457(h) on the basis of the high and low prices of Common
       Stock of Cousins  Properties  Incorporated  (the "Company") on August 15,
       2001.
PART I

         This  Registration  Statement  on Form  S-8  relates  to an  additional
2,300,000  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  subsidiaries  and to  directors  of the Company and certain
subsidiaries  pursuant to the Cousins  Properties  Incorporated  1999  Incentive
Stock Plan (the "1999 Incentive  Plan").  As permitted by General  Instruction E
(Registration of Additional Securities) to Form S-8, this Registration Statement
omits certain information otherwise required by Form S-8.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference
         -----------------------------------------------
         The  following   documents  filed  with  the  Securities  and  Exchange
Commission  (the  "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, 2000;

         2.       All reports filed by the Company pursuant to Section 13(a) or
                  15(d) of the Securities Exchange Act of 1934, as amended (the
                  "Exchange Act"), since December 31, 2000;

         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;

         4.       The Company's Registration Statement on Form S-8 (File No.
                  333-46674), filed with the Commission on September 27, 2000;
                  and

         5.       The Company's Registration Statement on Form S-8 (File No.
                  333-92089), filed with the Commission on December 3, 1999.

         All  documents  filed  by the  Company  subsequent  to the date of this
Registration  Statement  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  Registration  Statement and to be a part hereof from the date
of filing of such documents.

Item 6.  Indemnification of Directors and Officers
         -----------------------------------------
         The following  summary is qualified in its entirety by reference to the
complete text of the statute and Articles of Incorporation referred to below.

Part 5 of Article 8 of the Georgia Business Corporation Code states:

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

         (3) "Disinterested director" means a director who at the time of a vote
referred to in  subsection  (c) of Code Section  14-2-853 or a vote or selection
referred to in subsection  (b) or (c) of Code Section  14-2-855 or in subsection
(a) of Code Section 14-2-856 is not:

              (A)  A party to the proceeding; or

              (B)  An  individual  who  is a  party  to a  proceeding  having  a
                   familial, financial, professional, or employment relationship
                   with  the  director  whose  indemnification  or  advance  for
                   expenses  is the  subject  of the  decision  being  made with
                   respect to the proceeding,  which relationship  would, in the
                   circumstances,  reasonably  be expected to exert an influence
                   on the director's  judgment when voting on the decision being
                   made.

         (4)   "Expenses"  includes counsel fees.

         (5)  "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.

         (6)   "Official capacity"  means:

              (A)  When used with respect to a director, the office of director
                   in a corporation; and

              (B)  When used with respect to an officer, as contemplated in Code
                   Section  14-2-857,  the office in a  corporation  held by the
                   officer.

Official  capacity  does not include  service for any other  domestic or foreign
corporation or any partnership,  joint venture, trust, employee benefit plan, or
other entity.

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

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

14-2-851.  Authority to indemnify.

        (a) Except as otherwise provided in this Code section, a corporation may
indemnify an individual  who is a party to a proceeding  because he or she is or
was a director against liability incurred in the proceeding if:

         (1)  Such individual conducted himself or herself in good faith; and

         (2)  Such individual reasonably believed:

              (A)  In the case of conduct in his or her official capacity,  that
                   such conduct was in the best interests of the corporation;

              (B)  In all  other  cases,  that  such  conduct  was at least  not
                   opposed to the best interests of the corporation; and

              (C)  In the case of any criminal  proceeding,  that the individual
                   had no reasonable cause to believe such conduct was unlawful.

     (b) A director's  conduct  with  respect to an employee  benefit plan for a
purpose  he or  she  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 subparagraph (a) (2) (B) 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
described in 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, except for reasonable expenses incurred in connection
              with the proceeding if it is determined  that the director has met
              the relevant standard of conduct under this Code section; or

         (2)  In  connection  with any  proceeding  with  respect to conduct for
              which he or she was  adjudged  liable on the basis  that  personal
              benefit  was  improperly  received  by him or her,  whether or not
              involving action in his or her official capacity.

14-2-852.  Mandatory indemnification.

     A corporation shall indemnify a director who was wholly successful,  on the
merits or otherwise,  in the defense of any  proceeding to which he or she was a
party  because he or she was a director of the  corporation  against  reasonable
expenses incurred by the director in connection with the proceeding.

14-2-853.  Advance for expenses.

     (a) A corporation  may, before final  disposition of a proceeding,  advance
funds to pay for or reimburse the reasonable expenses incurred by a director who
is a party to a proceeding because he or she is a director if he or she delivers
to the corporation:

         (1)  A written  affirmation  of his or her good faith belief that he or
              she has met the  relevant  standard of conduct  described  in Code
              Section 14-2-851 or that the proceeding involves conduct for which
              liability has been eliminated under a provision of the articles of
              incorporation  as authorized by paragraph (4) of subsection (b) of
              Code Section 14-2-202; and

         (2)  His or her written  undertaking  to repay any funds advanced if it
              is  ultimately  determined  that the  director 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 the financial ability of
the director to make repayment.

     (c) Authorizations under this Code section shall be made:

         (1)  By the board of directors:

              (A)  When  there  are two or more  disinterested  directors,  by a
              majority  vote of all the  disinterested  directors (a majority of
              whom shall for such purpose  constitute a quorum) or by a majority
              of  the  members  of a  committee  of two  or  more  disinterested
              directors appointed by such a vote; or

              (B) When there are fewer than two disinterested  directors, by the
              vote  necessary  for  action  by  the  board  in  accordance  with
              subsection (c) of Code Section  14-2-824,  in which  authorization
              directors  who do  not  qualify  as  disinterested  directors  may
              participate; or

         (2) By the shareholders, but shares owned or voted under the control of
         a director who at the time does not qualify as a disinterested director
         with respect to the proceeding may not be voted on the authorization.

14-2-854.  Court-ordered indemnification and advances for expenses.

     (a) A  director  who is a  party  to a  proceeding  because  he or she is a
director  may apply for  indemnification  or advance  for  expenses to the court
conducting the proceeding or to another court of competent  jurisdiction.  After
receipt of an  application  and after giving any notice it considers  necessary,
the court shall:

         (1)  Order indemnification or advance for expenses if it determines
              that the director is entitled to indemnification under this part;
              or

         (2)  Order indemnification or advance for expenses if it determines, in
              view  of all the  relevant  circumstances,  that  it is  fair  and
              reasonable to indemnify the director or to advance expenses to the
              director,  even if the director has not met the relevant  standard
              of conduct set forth in  subsections  (a) and (b) of Code  Section
              14-2-851,  failed to comply  with Code  Section  14-2-853,  or was
              adjudged  liable in a proceeding  referred to in paragraph  (1) or
              (2)  of  subsection  (d)  of  Code  Section  14-2-851,  but if the
              director  was  adjudged so liable,  the  indemnification  shall be
              limited to reasonable  expenses  incurred in  connection  with the
              proceeding.

     (b)  If  the  court   determines   that  the   director   is   entitled  to
indemnification  or advance for expenses  under this part, it may also order the
corporation to pay the director's  reasonable  expenses to obtain  court-ordered
indemnification or advance for expenses.

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 for a specific
proceeding  that   indemnification   of  the  director  is  permissible  in  the
circumstances  because he or she has met the  relevant  standard  of conduct set
forth in Code Section 14-2-851.

     (b) The determination shall be made:

         (1)  If there are two or more disinterested  directors, by the board of
              directors by a majority vote of all the disinterested directors (a
              majority of whom shall for such purpose constitute a quorum) or by
              a  majority  of  the  members  of  a  committee  of  two  or  more
              disinterested directors appointed by such a vote;

         (2)  By special legal counsel:

                  (A)   Selected in the manner prescribed in paragraph (1) of
                        this subsection; or

                  (B)  If there  are  fewer  than two  disinterested  directors,
                       selected by the board of  directors  (in which  selection
                       directors  who  wish  do  not  qualify  as  disinterested
                       directors may participate); or

         (3)  By the  shareholders,  but  shares  owned  by or voted  under  the
              control  of a  director  who at the  time  does not  qualify  as a
              disinterested director 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 there are
fewer  than  two  disinterested  directors  or 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  subparagraph
(b)(2)(B) of this Code section to select special legal 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, but shares owned or voted under the control of a director
who at the time does not qualify as a disinterested director with respect to any
existing or threatened proceeding that would be covered by the authorization may
not be voted on the authorization.

     (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 the director's duties, of
              any business opportunity of the corporation;

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

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

         (4)  For any transaction from which he or she 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 or her good  faith  belief  that his or her  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 or her behalf, to repay any advances
              if it is ultimately  determined  that the director is not entitled
              to indemnification under this Code section.

14-2-857.  Indemnification of officers, employees, and agents.

     (a) A corporation may indemnify and advance  expenses under this part to an
officer of the corporation  who is a party to a proceeding  because he or she is
an officer of the corporation:

         (1)  To the same extent as a director; and

         (2)  If he or she is not a director,  to such further  extent as may be
              provided  by  the  articles  of   incorporation,   the  bylaws,  a
              resolution  of the board of  directors,  or  contract  except  for
              liability arising out of conduct that constitutes:

              (A)  Appropriation, in violation of his or her duties, of any
                   business opportunity of the corporation;

              (B)  Acts or omissions which involve intentional misconduct or a
                   knowing violation of law;

              (C)  The types of liability set forth in Code Section 14-2-832; or

              (D)  Receipt of an improper personal benefit.

     (b) The  provisions of paragraph (2) of subsection (a) of this Code section
shall  apply to an officer  who is also a director if the sole basis on which he
or she is made a party to the  proceeding  is an act or  omission  solely  as an
officer.

     (c) An  officer  of a  corporation  who is not a director  is  entitled  to
mandatory  indemnification under Code Section 14-2-852, and may apply to a court
under Code Section  14-2-854 for  indemnification  or advances for expenses,  in
each  case  to  the  same  extent  to  which  a  director  may  be  entitled  to
indemnification or advances for expenses under those provisions.

     (d) A corporation may also indemnify and advance expenses to an 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 a director,  officer, employee, or agent of the corporation or
who, while a director, officer, employee, or agent of the corporation, serves at
the corporation's request as a director, officer, partner, trustee, employee, or
agent of another domestic or foreign  corporation,  partnership,  joint venture,
trust, employee benefit plan, or other entity against liability asserted against
or incurred by him or her in that  capacity or arising from his or her status as
director, officer, employee, or agent, whether or not the corporation would have
power to indemnify or advance  expenses to him or her against the same liability
under this part.

14-2-859.  Application of part.

     (a) A corporation  may, by a provision in its articles of  incorporation or
bylaws  or in a  resolution  adopted  or a  contract  approved  by its  board of
directors  or  shareholders,  obligate  itself in advance of the act or omission
giving rise to a proceeding to provide  indemnification  or advance funds to pay
for or  reimburse  expenses  consistent  with  this  part.  Any such  obligatory
provision shall be deemed to satisfy the requirements for authorization referred
to in subsection (c) of Code Section  14-2-853 or subsection (c) of Code Section
14-2-855.   Any  such  provision  that  obligates  the  corporation  to  provide
indemnification  to the  fullest  extent  permitted  by law  shall be  deemed to
obligate the  corporation  to advance funds to pay for or reimburse  expenses in
accordance  with Code Section  14-2-853 to the fullest extent  permitted by law,
unless the provision specifically provides otherwise.

     (b) Any provision pursuant to subsection (a) of this Code section shall not
obligate the  corporation  to  indemnify or advance  expenses to a director of a
predecessor  of the  corporation,  pertaining  to  conduct  with  respect to the
predecessor,   unless  otherwise   specifically   provided.  Any  provision  for
indemnification  or advance  for  expenses  in the  articles  of  incorporation,
bylaws, or a resolution of the board of directors or shareholders, partners, or,
in the case of limited liability companies, members or managers of a predecessor
of the  corporation  or other  entity in a merger or in a contract  to which the
predecessor is a party,  existing at the time the merger takes effect,  shall be
governed by paragraph (3) of subsection (a) of Code Section 14-2-1106.

     (c) A  corporation  may, by a provision in its  articles of  incorporation,
limit any of the rights to indemnification or advance for expenses created by or
pursuant to this part.

     (d) This  part  does not limit a  corporation's  power to pay or  reimburse
expenses  incurred  by a director  or an officer in  connection  with his or her
appearance as a witness in a proceeding at a time when he or she is not a party.

     (e) Except as expressly  provided in Code Section 14-2-857,  this part does
not limit a corporation's power to indemnify, advance expenses to, or provide or
maintain insurance on behalf of an employee or agent.

Article Ten of the Company's Restated Certificate 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.  If the Georgia
Business  Corporation  Code is amended to  authorize  corporate  action  further
eliminating or limiting the personal liability of Directors,  then the liability
of a Director of the  Corporation  shall be eliminated or limited to the fullest
extent permitted by the Georgia Business  Corporation Code, as amended.  Neither
the amendment nor repeal of this Article 10 nor the adoption of any provision of
these  Restated and Amended  Articles of  Incorporation  inconsistent  with this
Article  shall  eliminate  or  adversely  affect  any right or  protection  of a
Director of the Corporation existing immediately prior to such amendment, repeal
or adoption.

Article Six of the Company's Amended and Restated 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 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.

Item 8.  Exhibits
         --------
         Exhibit  Description
         -------  -----------
         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)

         24.1     Power of Attorney (included on signature page)

         99.1     Cousins  Properties  Incorporated  1999  Incentive  Stock Plan
                  (filed as Exhibit B to the  Company's  Proxy  Statement  dated
                  March 30, 2001 and incorporated herein by reference thereto)

Item 9.  Undertakings
         ------------
         (a)    The undersigned Registrant hereby undertakes:

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

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

                     (ii)  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.
                           Notwithstanding   the  foregoing,   any  increase  or
                           decrease  in volume  of  securities  offered  (if the
                           total dollar value of  securities  offered  would not
                           exceed that which was  registered)  and any deviation
                           from  the low or high  end of the  estimated  maximum
                           offering  range  may  be  reflected  in the  form  of
                           prospectus filed with the Commission pursuant to Rule
                           424(b) if, in the  aggregate,  the  changes in volume
                           and price  represent  no more than 20%  change in the
                           maximum  aggregate  offering  price  set forth in the
                           "Calculation  of  Registration   Fee"  table  in  the
                           effective registration statement; and

                     (iii) 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)(i) and (a)(1)(ii)
                     do not apply if the information  required to be 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 the purpose 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 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   incorporated  by
reference in this  Registration  Statement have been audited by Arthur  Andersen
LLP,  independent public  accountants,  as set forth in their reports.  In those
reports,  that firm  states that with  respect to certain  joint  ventures,  its
opinion is based on the reports of other independent public accountants, namely,
Ernst  &  Young  LLP,  as it  relates  to CSC  Associates,  L.P.  The  financial
statements  and  supporting  schedules  referred to above have been  included or
incorporated by reference herein in reliance upon the authority of said firms as
experts in giving said reports.
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 this 21st day of August, 2001.

                                        COUSINS PROPERTIES INCORPORATED

                                         By: /S/ Tom G. Charlesworth
                                             ___________________________________
                                             Tom G. Charlesworth
                                             Executive Vice President and Chief
                                             Investment Officer

KNOW ALL MEN BY THESE PRESENTS,  that each person whose signature  appears below
constitutes  and appoints Kelly H. Barrett and Tom G.  Charlesworth  and each of
them, his or her true and lawful  attorneys-in-fact  and agents, with full power
of  substitution  and  resubstitution,  for such persons and in his or her 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 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 21st day of August, 2001.

Signature                                                Title
---------                                                -----

/s/ T. G. Cousins                             Chairman of the Board of Directors
-----------------------------                 and Chief Executive Officer
T. G. Cousins                                 (Principal Executive Officer)

/s/ Thomas D. Bell, Jr.                       Vice Chairman of the
-----------------------------                 Board of Directors
Thomas D. Bell, Jr.

/s/ R. Dary Stone                             President, Chief Operating Officer
-----------------------------                 and Director
R. Dary Stone

/s/ Kelly H. Barrett                          Senior Vice President and Chief
-----------------------------                 Financial Officer
Kelly H. Barrett                              (Principal Accounting and
                                              Financial Officer)

Signature                                                Title
---------                                                -----

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

/s/ Lillian C. Giornelli                       Director
------------------------------
Lillian C. Giornelli

/s/ Terence C. Golden                          Director
------------------------------
Terence C. Golden

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

/s/ John J. Mack                               Director
------------------------------
John J. Mack

/s/ Hugh L. McColl, Jr.                        Director
------------------------------
Hugh L. McColl, Jr.

/s/ William Porter Payne                       Director
------------------------------
William Porter Payne
EXHIBIT INDEX
                                  -------------

Exhibit           Description
-------           -----------

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)

24.1              Power of Attorney (included on signature page)

99.1              Cousins  Properties  Incorporated  1999  Incentive  Stock Plan
                  (filed as Exhibit B to the  Company's  Proxy  Statement  dated
                  March 30, 2001 and incorporated herein by reference thereto)
EXHIBIT 5.1

                           Opinion of King & Spalding

                          [King & Spalding Letterhead]

    404/572-4600                                                 404/572-5100

                                 August 21, 2001

Cousins Properties Incorporated
2500 Windy Ridge Parkway
Atlanta, GA  30339-5683

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

Ladies and 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 2,300,000 shares of the Company's common stock, par value $1.00 per share, to
be issued pursuant to, or issued upon the exercise of options  granted  pursuant
to, the Cousins  Properties  Incorporated 1999 Incentive Stock Plan (the "Plan")
(all such  shares  and  options  are  referred  to herein  as the  "Shares"  and
"Options," respectively).

         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 this opinion,  we have assumed the  following:  (1) the
Shares that may be issued  pursuant to the Plan or upon  exercise of the Options
granted pursuant to the Plan will continue to be duly authorized on the dates of
such issuance and (2) 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 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 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:

         a.       The Shares are duly authorized; and
Cousins Properties Incorporated
August 21, 2001
Page 2

         b.       When  the  Shares  are  issued  pursuant  to the  Plan or upon
                  exercise of the Options  granted  pursuant to the Plan against
                  payment therefor, as the case may be, as provided in the 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,

                                         /s/ King & Spalding

                                         King & Spalding
EXHIBIT 23.1

                         Consent of Arthur Andersen LLP

                    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 February 6, 2001
included and incorporated by reference in Cousins Properties Incorporated's Form
10-K for the year ended  December  31,  2000 and to all  references  to our Firm
included in this Registration Statement.

                                                     ARTHUR ANDERSEN LLP

Atlanta, Georgia
August 21, 2001
EXHIBIT 23.2

                          Consent of Ernst & Young LLP

                         CONSENT OF INDEPENDENT AUDITORS

We  consent to the  reference  to our firm under the  caption  "Experts"  in the
Registration  Statement (Form S-8) relating to 2,300,000  shares of common stock
of  Cousins  Properties   Incorporated  pertaining  to  the  Cousins  Properties
Incorporated 1999 Incentive Stock Plan and the Cousins  Properties  Incorporated
1995 Stock Incentive Plan and to the  incorporation by reference  therein of our
report dated  February 2, 2001,  with respect to the  financial  statements  and
schedule  of  CSC  Associates,  L.P.,  included  in the  Form  10-K  of  Cousins
Properties  Incorporated  for the year ended  December 31, 2000,  filed with the
Securities and Exchange Commission.

                                                     ERNST & YOUNG LLP

Atlanta, Georgia
August 21, 2001