As filed with the Securities and Exchange Commission on December 3, 1999.

                                                     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
              Senior Vice President, Secretary and General Counsel
                         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            895,525           $34.22        $30,644,865.50      $8,090.24
--------------------------------------------------------------------------------------------------------------------

(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 November 30,
       1999.

</TABLE>


<PAGE>







                                     PART I


         This  Registration  Statement on Form S-8 relates to 895,525  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"). All of the 895,525 shares of Common Stock issuable under
the 1999  Incentive Plan are  attributable  to shares of Common Stock which were
previously available for use under the (i) Cousins Properties  Incorporated 1995
Stock Incentive Plan, (ii) the Cousins  Properties  Incorporated  Stock Plan for
Outside  Directors and (iii) the Cousins  Properties Stock  Appreciation  Rights
Plan  (collectively the "Predecessor  Plans") and which will not be used for new
grants under the Predecessor Plans.


                                     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, 1998;

         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, 1998;

         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; and

         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 4.  Description of Securities
         -------------------------

         Inapplicable.

Item 5.  Interest of Named Experts and Counsel
         -------------------------------------

         Inapplicable.

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 (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 7.  Exemptions from Registration Claimed
         ------------------------------------

         Inapplicable.


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--
                                                CSC Associates, L.P.

                      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  A to the  Company's
                                                Proxy  Statement dated March 29,
                                                1999 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:

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

                                        (B)  To  reflect in the  prospectus
                                             any facts or events  arising
                                             after the  effective date of the
                                             Registration  Statement (or the
                                             most recent  post-effective
                                             amendment  thereof) which,
                                             individually or in the aggregate,
                                             represent a  fundamental change in
                                             the information    set   forth   in
                                             the    Registration    Statement.
                                             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

                                        (C)  To    include    any    material
                                             information  with respect to the
                                             plan   of    distribution    not
                                             previously   disclosed   in  the
                                             Registration  Statement  or  any
                                             material    change    to    such
                                             information in the  Registration
                                             Statement;

                               (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.

                           (h) 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  financial   statements  of  the  Company   incorporated   in  this
  Registration  Statement by reference from the Company's  Annual Report on Form
  10-K for the year ended December 31, 1998 have been audited by Arthur Andersen
  LLP,  independent public  accountants,  as stated in their report appearing in
  such Form 10-K, and have been so  incorporated  in reliance upon the report of
  such firm given upon their authority as experts in accounting and auditing. In
  that report,  that firm states,  with respect to certain joint  ventures,  its
  opinion is based on the report of other independent  auditors,  namely Ernst &
  Young LLP. The financial  statements and  supporting  schedules of the Company
  and CSC  Associates,  L.P.  have  been  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 3rd day of December, 1999.


                                       COUSINS PROPERTIES INCORPORATED



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


KNOW ALL MEN BY THESE PRESENTS,  that each person whose signature  appears below
constitutes  and appoints Daniel M. DuPree 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 3rd day of December, 1999.


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



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



  /s/  Kelly Barrett                  Senior Vice President--Finance
-----------------------------         (Principal Accounting Officer)
Kelly Barrett



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


  /s/  Richard E. Salomon             Director
-----------------------------
Richard E. Salomon






<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--CSC Associates, L.P.

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 A to the Company's Proxy Statement dated
                  March 22, 1999 and incorporated herein by reference thereto)




<PAGE>


                                   EXHIBIT 5.1

                           Opinion of King & Spalding

                          [King & Spalding Letterhead]

    404/572-4600                 404/572-5100



                                December 3, 1999



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

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

Gentlemen:

         We have acted as counsel for Cousins Properties Incorporated, a Georgia
corporation   (the   "Company"),   in  connection  with  the  preparation  of  a
Registration  Statement on Form S-8 (the  "Registration  Statement") to be filed
with the Securities and Exchange Commission.  The Registration Statement relates
to 895,525 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 "Stock
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:  (i) the
Shares  that may be issued  pursuant  to the Stock Plan or upon  exercise of the
Options  granted  pursuant to the Stock Plan will continue to be duly authorized
on the  dates of such  issuance  and (ii) on the date on  which  any  Option  is
exercised, such Option will have been duly executed, issued and delivered by the
Company  and will  constitute  the legal,  valid and 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

         b.       When the Shares are issued  pursuant to the Stock Plan or upon
                  exercise  of the  Options  granted  pursuant  the  Stock  Plan
                  against payment  therefor,  as the case may be, as provided in
                  the Stock 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 11, 1999
included and incorporated by reference in Cousins Properties Incorporated's Form
10-K for the year ended  December  31,  1998 and to all  references  to our Firm
included in this Registration Statement.


                                              ARTHUR ANDERSON, LLP

Atlanta, Georgia
December 3, 1999




<PAGE>





                                  EXHIBIT 23.2


                          Consent of Ernst & Young LLP

                                  EXHIBIT 23.2


                         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 895,525 shares of common stock of
Cousins   Properties   Incorporated   pertaining   to  the  Cousins   Properties
Incorporated  1999 Incentive Stock Plan, and to the  incorporation  by reference
therein of our report  dated  February 5, 1999,  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, 1998, filed with
the Securities and Exchange Commission.





                                               ERNST & YOUNG LLP

Atlanta, Georgia
December 2, 1999
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 51305}]
{"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": "333-92089", "film-number": "99768819"}, "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 December 3, 1999.

                                                     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
              Senior Vice President, Secretary and General Counsel
                         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            895,525           $34.22        $30,644,865.50      $8,090.24
--------------------------------------------------------------------------------------------------------------------

(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 November 30,
       1999.
PART I

         This  Registration  Statement on Form S-8 relates to 895,525  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"). All of the 895,525 shares of Common Stock issuable under
the 1999  Incentive Plan are  attributable  to shares of Common Stock which were
previously available for use under the (i) Cousins Properties  Incorporated 1995
Stock Incentive Plan, (ii) the Cousins  Properties  Incorporated  Stock Plan for
Outside  Directors and (iii) the Cousins  Properties Stock  Appreciation  Rights
Plan  (collectively the "Predecessor  Plans") and which will not be used for new
grants under the Predecessor Plans.

                                     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, 1998;

         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, 1998;

         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; and

         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 4.  Description of Securities
         -------------------------

         Inapplicable.

Item 5.  Interest of Named Experts and Counsel
         -------------------------------------

         Inapplicable.

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 (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 7.  Exemptions from Registration Claimed
         ------------------------------------

         Inapplicable.

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--
                                                CSC Associates, L.P.

                      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  A to the  Company's
                                                Proxy  Statement dated March 29,
                                                1999 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:

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

                                        (B)  To  reflect in the  prospectus
                                             any facts or events  arising
                                             after the  effective date of the
                                             Registration  Statement (or the
                                             most recent  post-effective
                                             amendment  thereof) which,
                                             individually or in the aggregate,
                                             represent a  fundamental change in
                                             the information    set   forth   in
                                             the    Registration    Statement.
                                             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

                                        (C)  To    include    any    material
                                             information  with respect to the
                                             plan   of    distribution    not
                                             previously   disclosed   in  the
                                             Registration  Statement  or  any
                                             material    change    to    such
                                             information in the  Registration
                                             Statement;

                               (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.

                           (h) 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  financial   statements  of  the  Company   incorporated   in  this
  Registration  Statement by reference from the Company's  Annual Report on Form
  10-K for the year ended December 31, 1998 have been audited by Arthur Andersen
  LLP,  independent public  accountants,  as stated in their report appearing in
  such Form 10-K, and have been so  incorporated  in reliance upon the report of
  such firm given upon their authority as experts in accounting and auditing. In
  that report,  that firm states,  with respect to certain joint  ventures,  its
  opinion is based on the report of other independent  auditors,  namely Ernst &
  Young LLP. The financial  statements and  supporting  schedules of the Company
  and CSC  Associates,  L.P.  have  been  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 3rd day of December, 1999.

                                       COUSINS PROPERTIES INCORPORATED

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

KNOW ALL MEN BY THESE PRESENTS,  that each person whose signature  appears below
constitutes  and appoints Daniel M. DuPree 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 3rd day of December, 1999.

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

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

  /s/  Kelly Barrett                  Senior Vice President--Finance
-----------------------------         (Principal Accounting Officer)
Kelly Barrett

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

  /s/  Richard E. Salomon             Director
-----------------------------
Richard E. Salomon
EXHIBIT INDEX
                                  -------------

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

5.1               Opinion of King & Spalding

23.1              Consent of Arthur Andersen LLP

23.2              Consent of Ernst & Young LLP--CSC Associates, L.P.

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 A to the Company's Proxy Statement dated
                  March 22, 1999 and incorporated herein by reference thereto)
EXHIBIT 5.1

                           Opinion of King & Spalding

                          [King & Spalding Letterhead]

    404/572-4600                 404/572-5100

                                December 3, 1999

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

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

Gentlemen:

         We have acted as counsel for Cousins Properties Incorporated, a Georgia
corporation   (the   "Company"),   in  connection  with  the  preparation  of  a
Registration  Statement on Form S-8 (the  "Registration  Statement") to be filed
with the Securities and Exchange Commission.  The Registration Statement relates
to 895,525 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 "Stock
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:  (i) the
Shares  that may be issued  pursuant  to the Stock Plan or upon  exercise of the
Options  granted  pursuant to the Stock Plan will continue to be duly authorized
on the  dates of such  issuance  and (ii) on the date on  which  any  Option  is
exercised, such Option will have been duly executed, issued and delivered by the
Company  and will  constitute  the legal,  valid and 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

         b.       When the Shares are issued  pursuant to the Stock Plan or upon
                  exercise  of the  Options  granted  pursuant  the  Stock  Plan
                  against payment  therefor,  as the case may be, as provided in
                  the Stock 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 11, 1999
included and incorporated by reference in Cousins Properties Incorporated's Form
10-K for the year ended  December  31,  1998 and to all  references  to our Firm
included in this Registration Statement.

                                              ARTHUR ANDERSON, LLP

Atlanta, Georgia
December 3, 1999
EXHIBIT 23.2

                          Consent of Ernst & Young LLP

                                  EXHIBIT 23.2

                         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 895,525 shares of common stock of
Cousins   Properties   Incorporated   pertaining   to  the  Cousins   Properties
Incorporated  1999 Incentive Stock Plan, and to the  incorporation  by reference
therein of our report  dated  February 5, 1999,  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, 1998, filed with
the Securities and Exchange Commission.

                                               ERNST & YOUNG LLP

Atlanta, Georgia
December 2, 1999