As filed with the Securities and Exchange Commission on December 11, 1997

                              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
                            1995 STOCK INCENTIVE PLAN

                   COUSINS PROPERTIES INCORPORATED STOCK PLAN
                        FOR OUTSIDE DIRECTORS, AS AMENDED
                            (Full title of the plans)


                               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>

  
<S>                                         <C>            <C>                   <C>                  <C>
                                                           Proposed Maximum       Proposed Maximum
                                              Amount to    Offering Price Per    Aggregate Offering    Amount of
Title of Securities to be Registered        be Registered       Share(1)             Price(1)         Registration Fee
------------------------------------        -------------  ------------------    ------------------   ----------------
          

Common Stock, par value $1.00 per share           825,000            $30.6875           $25,317,188             $7,469N
----------------------------------------    -------------  ------------------    ------------------   ----------------
</TABLE>

(1)    Estimated  solely  for the  purpose of  computing  the  registration  fee
       pursuant to Rule 457(h) on the basis of the high and low prices of Common
       Stock of Cousins Properties Incorporated on December 10, 1997.






<PAGE>




                                     PART II


         This  Registration  Statement on Form S-8 relates to (i) an  additional
500,000 shares of common stock, par value $1.00 (the "Common Stock"), of Cousins
Properties Incorporated (the "Company") to be issued to employees of the Company
and certain  subsidiaries  pursuant to the Cousins Properties  Incorporated 1995
Stock  Incentive  Plan and (ii) an  additional  325,000  shares  to be issued to
outside directors pursuant to the Cousins Properties Incorporated Stock Plan for
Outside  Directors.  As  permitted by General  Instruction  E  (Registration  of
Additional  Securities) to Form S-8, this  Registration  Statement omits certain
information otherwise required by Form S-8.


               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, 1996;

         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, 1996;

         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

         4.       The Company's Registration Statement on Form S-8 (File No. 
                  33-56787) filed with the Commission on December 8, 1994.

         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
         -----------------------------------------
         Inapplicable.

Item 7.  Exemptions from Registration Claimed
         ------------------------------------
         Inapplicable.




                                      - 1 -

<PAGE>
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 Ernst & Young LLP -
                                    Haywood Mall Associates

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

                      24.1          Power of Attorney (included on signature 
                                    page)

                      99.1          Cousins Properties Incorporated 1995 Stock 
                                    Incentive Plan (filed as Exhibit A to the 
                                    Company's Proxy Statement dated March 29, 
                                    1996 and incorporated herein by reference 
                                    thereto)

                      99.2          Cousins Properties  Incorporated Stock Plan 
                                    for Outside Directors,  as amended (filed as
                                    Exhibit B to the Company's Proxy Statement 
                                    dated  March 28, 1997 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 and
                                        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.

                                     - 2 -
<PAGE>
                               (3)  To remove from  registration by means of
                                    a  post-effective  amendment  any of the
                                    securities being registered which remain
                                    unsold   at  the   termination   of  the
                                    offering.

                           (b) The  undersigned   Registrant  hereby  undertakes
                               that, for purposes of  determining  any liability
                               under the Securities Act of 1933,  each filing of
                               the   Registrant's   annual  report  pursuant  to
                               Section 13(a) or 15(d) of the Securities Exchange
                               Act of 1934 (and, where  applicable,  each filing
                               of  an  employee  benefit  plan's  Annual  Report
                               pursuant  to  Section  15(d)  of  the  Securities
                               Exchange  Act of 1934)  that is  incorporated  by
                               reference in the Registration  Statement shall be
                               deemed  to  be  a  new   registration   statement
                               relating to the securities  offered therein,  and
                               the  offering  of such  securities  at that  time
                               shall  be  deemed  to be the  initial  bona  fide
                               offering thereof.

                           (c) Insofar  as   indemnification   for   liabilities
                               arising under the  Securities  Act of 1933 may be
                               permitted to directors,  officers and controlling
                               persons  of  the   Registrant   pursuant  to  the
                               foregoing   provisions,    or   otherwise,    the
                               Registrant  has been  advised that in the opinion
                               of the Commission such indemnification is against
                               public  policy  as  expressed  in the Act and is,
                               therefore,  unenforceable.  In the  event  that a
                               claim   for    indemnification    against    such
                               liabilities   (other  than  the  payment  by  the
                               Registrant  of  expenses  incurred  or  paid by a
                               director,  officer or  controlling  person of the
                               Registrant  in  the  successful  defense  of  any
                               action,  suit or  proceeding) is asserted by such
                               director,   officer  or  controlling   person  in
                               connection with the securities being  registered,
                               the Registrant will, unless in the opinion of its
                               counsel   the   matter   has  been   settled   by
                               controlling  precedent,  submit  to  a  court  of
                               appropriate  jurisdiction  the  question  whether
                               such  indemnification  by  it is  against  public
                               policy  as  expressed  in the  Act  and  will  be
                               governed by the final adjudication of such issue.


                                     EXPERTS

         The  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, 1996 have been audited by Arthur Andersen
  LLP,  independent  auditors,  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 reports of other independent public accountants,  namely Ernst
  & Young LLP. The financial  statements  and supporting  schedules  referred to
  above  have  been  incorporated  by  reference  herein  in  reliance  upon the
  authority of said firms as experts in giving said reports.



                                      - 3 -

<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 the 11th day of
  December, 1997.


                                           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,  Tom G. Charlesworth
  and  Peter  A.  Tartikoff  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 11th day of December, 1997.


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



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



  /s/ Peter A. Tartikoff                 Senior Vice President and Chief
  Peter A. Tartikoff                     Financial Officer (Principal Financial
                                         Officer)



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








                                      - 4 -

<PAGE>







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


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


  /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



                                      - 5 -

<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 Ernst &  Young LLP -
                      Haywood Mall Associates

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

  24.1                Power of Attorney (included on signature page)

  99.1                Cousins Properties Incorporated 1995
                      Stock  Incentive Plan (filed as Exhibit A to the Company's
                      Proxy  Statement  dated  March 29,  1997 and  incorporated
                      herein by reference thereto)

  99.2                Cousins  Properties  Incorporated  Stock Plan for  Outside
                      Directors, as amended (filed as Exhibit B to the Company's
                      Proxy  Statement  dated  March 28,  1996 and  incorporated
                      herein by reference thereto)



                                      - 6 -

<PAGE>




                                   EXHIBIT 5.1

                          (King & Spalding Letterhead)


                                 KING & SPALDING

                              191 Peachtree Street
                          Atlanta, Georgia 30303-1763
                            Telephone: 404/572-4600
                            Facsimile: 404/572/5100




                                December 11, 1997



Cousins Properties Incorporated
2500 Windy Ridge Parkway
Atlanta, Georgia 30339

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

Gentlemen:

         We have acted as counsel for Cousins Properties Incorporated, a Georgia
corporation   (the   "Company"),   in  connection  with  the  preparation  of  a
Registration  Statement on Form S-8 (the  "Registration  Statement") to be filed
with the Securities and Exchange Commission.  The Registration Statement relates
to (i) an additional  500,000  shares of the Company's  common stock,  par value
$1.00 per  share,  to be issued  pursuant  to, or issued  upon the  exercise  of
options  granted  pursuant to, the Cousins  Properties  Incorporated  1995 Stock
Incentive  Plan,  as amended,  and (ii) an additional  325,000  shares of Common
Stock to be issued  pursuant to, or issued upon the exercise of options  granted
pursuant  to,  the  Cousins  Properties  Incorporated  Stock  Plan  for  Outside
Directors,  as amended  (together with the 1995 Stock Incentive Plan, the "Stock
Plans")  (all such  shares and  options  referred to in clauses (i) and (ii) 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 Plans or upon  exercise of the
Options granted  pursuant to the Stock Plans 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

                                     - 7 -
<PAGE>


Cousins Properties Incorporated
December 11, 1997
Page 2


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 Plans or upon
                  exercise  of the  Options  granted  pursuant  the Stock  Plans
                  against payment  therefor,  as the case may be, as provided in
                  the Stock  Plans,  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


                                     - 8 -
<PAGE>



                                  EXHIBIT 23.1

                         Consent of Arthur Andersen LLP


                         


  As independent public  accountants,  we hereby consent to the incorporation by
  reference in this  registration  statement of our reports  dated  February 14,
  1997   included  and   incorporated   by   reference   in  Cousins  Properties
  Incorporated's  Form  10-K for the year  ended  December  31,  1996 and to all
  references to our Firm included in this Registration Statement.


  Arthur Andersen LLP

  Atlanta, Georgia
  December 10, 1997



                                     - 9 -

<PAGE>

                                  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) pertaining to Cousins Properties  Incorporated
1995 Stock Incentive Plan and the Cousins Properties Incorporated Stock Plan for
Outside Directors,  as Amended, and to the incorporation by reference therein of
our report dated January 31, 1997, 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,  1996, filed with the
Securities and Exchange Commission.



                                                              ERNST & YOUNG LLP



Atlanta, Georgia
December 8, 1997





                                     - 10 -
<PAGE>

                                  EXHIBIT 23.3


                         
                         CONSENT OF INDEPENDENT AUDITORS

             We consent to the reference to our firm under the caption "Experts"
  in the  Registration  Statement  (Form S-8 to be filed on December  11,  1997)
  pertaining to the Cousins  Properties  Incorporated  1995 Stock Incentive Plan
  and the Cousins Properties  Incorporated Stock Plan for Outside Directors,  as
  Amended,  and the  incorporation  by  reference  therein of our  report  dated
  January 31, 1997, with respect to the financial statements and schedule of CSC
  Associates,  L.P. and our report dated  February 6, 1997,  with respect to the
  financial statements and schedule of Haywood Mall Associates,  included in the
  Form 10-K of Cousins  Properties  Incorporated for the year ended December 31,
  1996, filed with the Securities and Exchange Commission.



                                            ERNST & YOUNG LLP


  Atlanta, Georgia
  December 8, 1997



                                     - 11 -
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{"company-data": {"conformed-name": "COUSINS PROPERTIES INC", "cik": "0000025232", "assigned-sic": "6798", "irs-number": "580869052", "state-of-incorporation": "GA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-42007", "film-number": "97736414"}, "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 11, 1997

                              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
                            1995 STOCK INCENTIVE PLAN

                   COUSINS PROPERTIES INCORPORATED STOCK PLAN
                        FOR OUTSIDE DIRECTORS, AS AMENDED
                            (Full title of the plans)

                               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 to    Offering Price Per    Aggregate Offering    Amount of
Title of Securities to be Registered        be Registered       Share(1)             Price(1)         Registration Fee
------------------------------------        -------------  ------------------    ------------------   ----------------
          

Common Stock, par value $1.00 per share           825,000            $30.6875           $25,317,188             $7,469N
----------------------------------------    -------------  ------------------    ------------------   ----------------
(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 on December 10, 1997.
PART II

         This  Registration  Statement on Form S-8 relates to (i) an  additional
500,000 shares of common stock, par value $1.00 (the "Common Stock"), of Cousins
Properties Incorporated (the "Company") to be issued to employees of the Company
and certain  subsidiaries  pursuant to the Cousins Properties  Incorporated 1995
Stock  Incentive  Plan and (ii) an  additional  325,000  shares  to be issued to
outside directors pursuant to the Cousins Properties Incorporated Stock Plan for
Outside  Directors.  As  permitted by General  Instruction  E  (Registration  of
Additional  Securities) to Form S-8, this  Registration  Statement omits certain
information otherwise required by Form S-8.

               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, 1996;

         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, 1996;

         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

         4.       The Company's Registration Statement on Form S-8 (File No. 
                  33-56787) filed with the Commission on December 8, 1994.

         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
         -----------------------------------------
         Inapplicable.

Item 7.  Exemptions from Registration Claimed
         ------------------------------------
         Inapplicable.

                                      - 1 -
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 Ernst & Young LLP -
                                    Haywood Mall Associates

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

                      24.1          Power of Attorney (included on signature 
                                    page)

                      99.1          Cousins Properties Incorporated 1995 Stock 
                                    Incentive Plan (filed as Exhibit A to the 
                                    Company's Proxy Statement dated March 29, 
                                    1996 and incorporated herein by reference 
                                    thereto)

                      99.2          Cousins Properties  Incorporated Stock Plan 
                                    for Outside Directors,  as amended (filed as
                                    Exhibit B to the Company's Proxy Statement 
                                    dated  March 28, 1997 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 and
                                        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.

                                     - 2 -
(3)  To remove from  registration by means of
                                    a  post-effective  amendment  any of the
                                    securities being registered which remain
                                    unsold   at  the   termination   of  the
                                    offering.

                           (b) The  undersigned   Registrant  hereby  undertakes
                               that, for purposes of  determining  any liability
                               under the Securities Act of 1933,  each filing of
                               the   Registrant's   annual  report  pursuant  to
                               Section 13(a) or 15(d) of the Securities Exchange
                               Act of 1934 (and, where  applicable,  each filing
                               of  an  employee  benefit  plan's  Annual  Report
                               pursuant  to  Section  15(d)  of  the  Securities
                               Exchange  Act of 1934)  that is  incorporated  by
                               reference in the Registration  Statement shall be
                               deemed  to  be  a  new   registration   statement
                               relating to the securities  offered therein,  and
                               the  offering  of such  securities  at that  time
                               shall  be  deemed  to be the  initial  bona  fide
                               offering thereof.

                           (c) Insofar  as   indemnification   for   liabilities
                               arising under the  Securities  Act of 1933 may be
                               permitted to directors,  officers and controlling
                               persons  of  the   Registrant   pursuant  to  the
                               foregoing   provisions,    or   otherwise,    the
                               Registrant  has been  advised that in the opinion
                               of the Commission such indemnification is against
                               public  policy  as  expressed  in the Act and is,
                               therefore,  unenforceable.  In the  event  that a
                               claim   for    indemnification    against    such
                               liabilities   (other  than  the  payment  by  the
                               Registrant  of  expenses  incurred  or  paid by a
                               director,  officer or  controlling  person of the
                               Registrant  in  the  successful  defense  of  any
                               action,  suit or  proceeding) is asserted by such
                               director,   officer  or  controlling   person  in
                               connection with the securities being  registered,
                               the Registrant will, unless in the opinion of its
                               counsel   the   matter   has  been   settled   by
                               controlling  precedent,  submit  to  a  court  of
                               appropriate  jurisdiction  the  question  whether
                               such  indemnification  by  it is  against  public
                               policy  as  expressed  in the  Act  and  will  be
                               governed by the final adjudication of such issue.

                                     EXPERTS

         The  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, 1996 have been audited by Arthur Andersen
  LLP,  independent  auditors,  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 reports of other independent public accountants,  namely Ernst
  & Young LLP. The financial  statements  and supporting  schedules  referred to
  above  have  been  incorporated  by  reference  herein  in  reliance  upon the
  authority of said firms as experts in giving said reports.

                                      - 3 -
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
  the registrant  certifies  that it has  reasonable  grounds to believe that it
  meets all of the  requirements for filing on Form S-8 and has duly caused this
  Registration  Statement  to be  signed  on  its  behalf  by  the  undersigned,
  thereunto duly authorized, in Cobb County, State of Georgia on the 11th day of
  December, 1997.

                                           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,  Tom G. Charlesworth
  and  Peter  A.  Tartikoff  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 11th day of December, 1997.

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

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

  /s/ Peter A. Tartikoff                 Senior Vice President and Chief
  Peter A. Tartikoff                     Financial Officer (Principal Financial
                                         Officer)

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

                                      - 4 -
Signature                             Title
   ---------                             -----

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

  /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

                                      - 5 -
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 Ernst &  Young LLP -
                      Haywood Mall Associates

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

  24.1                Power of Attorney (included on signature page)

  99.1                Cousins Properties Incorporated 1995
                      Stock  Incentive Plan (filed as Exhibit A to the Company's
                      Proxy  Statement  dated  March 29,  1997 and  incorporated
                      herein by reference thereto)

  99.2                Cousins  Properties  Incorporated  Stock Plan for  Outside
                      Directors, as amended (filed as Exhibit B to the Company's
                      Proxy  Statement  dated  March 28,  1996 and  incorporated
                      herein by reference thereto)

                                      - 6 -
EXHIBIT 5.1

                          (King & Spalding Letterhead)

                                 KING & SPALDING

                              191 Peachtree Street
                          Atlanta, Georgia 30303-1763
                            Telephone: 404/572-4600
                            Facsimile: 404/572/5100

                                December 11, 1997

Cousins Properties Incorporated
2500 Windy Ridge Parkway
Atlanta, Georgia 30339

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

Gentlemen:

         We have acted as counsel for Cousins Properties Incorporated, a Georgia
corporation   (the   "Company"),   in  connection  with  the  preparation  of  a
Registration  Statement on Form S-8 (the  "Registration  Statement") to be filed
with the Securities and Exchange Commission.  The Registration Statement relates
to (i) an additional  500,000  shares of the Company's  common stock,  par value
$1.00 per  share,  to be issued  pursuant  to, or issued  upon the  exercise  of
options  granted  pursuant to, the Cousins  Properties  Incorporated  1995 Stock
Incentive  Plan,  as amended,  and (ii) an additional  325,000  shares of Common
Stock to be issued  pursuant to, or issued upon the exercise of options  granted
pursuant  to,  the  Cousins  Properties  Incorporated  Stock  Plan  for  Outside
Directors,  as amended  (together with the 1995 Stock Incentive Plan, the "Stock
Plans")  (all such  shares and  options  referred to in clauses (i) and (ii) 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 Plans or upon  exercise of the
Options granted  pursuant to the Stock Plans 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

                                     - 7 -
Cousins Properties Incorporated
December 11, 1997
Page 2

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 Plans or upon
                  exercise  of the  Options  granted  pursuant  the Stock  Plans
                  against payment  therefor,  as the case may be, as provided in
                  the Stock  Plans,  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

                                     - 8 -
EXHIBIT 23.1

                         Consent of Arthur Andersen LLP

                         

  As independent public  accountants,  we hereby consent to the incorporation by
  reference in this  registration  statement of our reports  dated  February 14,
  1997   included  and   incorporated   by   reference   in  Cousins  Properties
  Incorporated's  Form  10-K for the year  ended  December  31,  1996 and to all
  references to our Firm included in this Registration Statement.

  Arthur Andersen LLP

  Atlanta, Georgia
  December 10, 1997

                                     - 9 -
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) pertaining to Cousins Properties  Incorporated
1995 Stock Incentive Plan and the Cousins Properties Incorporated Stock Plan for
Outside Directors,  as Amended, and to the incorporation by reference therein of
our report dated January 31, 1997, 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,  1996, filed with the
Securities and Exchange Commission.

                                                              ERNST & YOUNG LLP

Atlanta, Georgia
December 8, 1997

                                     - 10 -
EXHIBIT 23.3

                         
                         CONSENT OF INDEPENDENT AUDITORS

             We consent to the reference to our firm under the caption "Experts"
  in the  Registration  Statement  (Form S-8 to be filed on December  11,  1997)
  pertaining to the Cousins  Properties  Incorporated  1995 Stock Incentive Plan
  and the Cousins Properties  Incorporated Stock Plan for Outside Directors,  as
  Amended,  and the  incorporation  by  reference  therein of our  report  dated
  January 31, 1997, with respect to the financial statements and schedule of CSC
  Associates,  L.P. and our report dated  February 6, 1997,  with respect to the
  financial statements and schedule of Haywood Mall Associates,  included in the
  Form 10-K of Cousins  Properties  Incorporated for the year ended December 31,
  1996, filed with the Securities and Exchange Commission.

                                            ERNST & YOUNG LLP

  Atlanta, Georgia
  December 8, 1997

                                     - 11 -