As filed with the Securities and Exchange Commission on August 21, 2002.
                                                 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)


                                JAMES A. FLEMING
              Senior Vice President, General Counsel and Secretary
                         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
                                 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           1,100,000          $22.78          $25,058,000        $2,306
--------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)    Estimated solely for the purpose of computing the registration fee
       pursuant to Rule 457(h) on the basis of the high and low prices of Common
       Stock of Cousins Properties Incorporated (the "Company") on August 14,
       2002.



<PAGE>






                                     PART I


         This Registration Statement on Form S-8 relates to an additional
1,100,000 shares of common stock, par value $1.00 (the Common Stock"), of
Cousins Properties Incorporated (the "Company") to be issued to employees of the
Company and certain subsidiaries and to directors of the Company and certain
subsidiaries pursuant to the Cousins Properties Incorporated 1999 Incentive
Stock Plan (the "1999 Incentive Plan"). As permitted by General Instruction E
(Registration of Additional Securities) to Form S-8, this Registration Statement
omits certain information otherwise required by Form S-8.


                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.    Incorporation of Certain Documents by Reference

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

         1.       The Company's Annual Report on Form 10-K for the fiscal year
                  ended December 31, 2001;

         2.       The Company's Quarterly Reports on Form 10-Q for the periods
                  ended March 31, 2002 and June 30, 2002;

         3.       The Company's Current Report on Form 8-K filed with the
                  Commission on June 13, 2002;

         4.       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 of 1934, as
                  amended (the "Exchange Act"), including any amendment or
                  report filed for the purpose of updating such description;

         5.       The Company's Registration Statement on Form S-8 (File No.
                  333-68010), filed with the Commission on August 21, 2001; and

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

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

         All documents filed by the Company subsequent to the date of this
Registration Statement pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act and prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which deregisters
all such securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents.

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

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

14-2-850.  Part definitions.

As used in this part, the term:

         (1) "Corporation" includes any domestic or foreign predecessor entity
of a corporation in a merger or other transaction in which the predecessor's
existence ceased upon consummation of the transaction.

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

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

              (A)  A party to the proceeding; or

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

         (4)   "Expenses"  includes counsel fees.

         (5) "Liability" means the obligation to pay a judgment, settlement,
penalty, fine (including an excise tax assessed with respect to an employee
benefit plan), or reasonable expenses incurred with respect to a proceeding.

         (6)   "Official capacity"  means:

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

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

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

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

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

14-2-851.  Authority to indemnify.

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

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

         (2)  Such individual reasonably believed:

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

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

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

     (b) A director's conduct with respect to an employee benefit plan for a
purpose he or she believed in good faith to be in the interests of the
participants in and beneficiaries of the plan is conduct that satisfies the
requirement of subparagraph (a) (2) (B) of this Code section.

     (c) The termination of a proceeding by judgment, order, settlement, or
conviction, or upon a plea of nolo contendere or its equivalent is not, of
itself, determinative that the director did not meet the standard of conduct
described in this Code section.

     (d) A corporation may not indemnify a director under this Code section:

         (1)  In connection with a proceeding by or in the right of the
              corporation, except for reasonable expenses incurred in connection
              with the proceeding if it is determined that the director has met
              the relevant standard of conduct under this Code section; or

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

14-2-852.  Mandatory indemnification.

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

14-2-853.  Advance for expenses.

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

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

         (2)  His or her written undertaking to repay any funds advanced if it
              is ultimately determined that the director is not entitled to
              indemnification under this part.

     (b) The undertaking required by paragraph (2) of subsection (a) of this
Code section must be an unlimited general obligation of the director but need
not be secured and may be accepted without reference to the financial ability of
the director to make repayment.

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

         (1)  By the board of directors:

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

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

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

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

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

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

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

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

14-2-855.  Determination and authorization of indemnification.

     (a) A corporation may not indemnify a director under Code Section 14-2-851
unless authorized thereunder and a determination has been made for a specific
proceeding that indemnification of the director is permissible in the
circumstances because he or she has met the relevant standard of conduct set
forth in Code Section 14-2-851.

     (b) The determination shall be made:

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

         (2)  By special legal counsel:

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

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

         (3)  By the shareholders, but shares owned by or voted under the
              control of a director who at the time does not qualify as a
              disinterested director may not be voted on the determination.

     (c) Authorization of indemnification or an obligation to indemnify and
evaluation as to reasonableness of expenses shall be made in the same manner as
the determination that indemnification is permissible, except that if there are
fewer than two disinterested directors or if the determination is made by
special legal counsel, authorization of indemnification and evaluation as to
reasonableness of expenses shall be made by those entitled under subparagraph
(b)(2)(B) of this Code section to select special legal counsel.

14-2-856.  Shareholder approved indemnification.

     (a) If authorized by the articles of incorporation or a bylaw, contract, or
resolution approved or ratified by the shareholders by a majority of the votes
entitled to be cast, a corporation may indemnify or obligate itself to indemnify
a director made a party to a proceeding including a proceeding brought by or in
the right of the corporation, without regard to the limitations in other Code
sections of this part, but shares owned or voted under the control of a director
who at the time does not qualify as a disinterested director with respect to any
existing or threatened proceeding that would be covered by the authorization may
not be voted on the authorization.

     (b) The corporation shall not indemnify a director under this Code section
for any liability incurred in a proceeding in which the director is adjudged
liable to the corporation or is subjected to injunctive relief in favor of the
corporation:

         (1)  For any appropriation, in violation of the director's duties, of
              any business opportunity of the corporation;

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

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

         (4)  For any transaction from which he or she received an improper
              personal benefit.

     (c) Where approved or authorized in the manner described in subsection (a)
of this Code section, a corporation may advance or reimburse expenses incurred
in advance of final disposition of the proceeding only if:

         (1)  The director furnishes the corporation a written affirmation of
              his or her good faith belief that his or her conduct does not
              constitute behavior of the kind described in subsection (b) of
              this Code section; and

         (2)  The director furnishes the corporation a written undertaking,
              executed personally or on his or her behalf, to repay any advances
              if it is ultimately determined that the director is not entitled
              to indemnification under this Code section.

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

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

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

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

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

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

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

              (D) Receipt of an improper personal benefit.

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

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

     (d) A corporation may also indemnify and advance expenses to an employee or
agent who is not a director to the extent, consistent with public policy, that
may be provided by its articles of incorporation, bylaws, general or specific
action of its board of directors, or contract.

14-2-858.  Insurance.

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

14-2-859.  Application of part.

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

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

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

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

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

Article Ten of the Company's Restated Articles of Incorporation, as amended,
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 Six, and this Article Six
constitutes a contract between the Corporation and each of the persons from time
to time entitled to indemnification hereunder that may not be modified without
the consent of such persons as to occurrences prior to notice to such persons of
such modification.

Item 8.  Exhibits

         Exhibit  Description

         4.1      Restated and Amended Articles of Incorporation of the
                  Registrant, as amended August 9, 1999 (incorporated by
                  reference to Exhibit 3.1 to the Registrant's Quarterly Report
                  on Form 10-Q for the three months ended June 30, 2002)

         4.2      Bylaws of the Registrant, as amended April 29, 1993
                  (incorporated by reference to Exhibit 3.2 to the Registrant's
                  Quarterly Report on Form 10-Q for the three months ended June
                  30, 2002)

         5.1      Opinion of King & Spalding

         23.1     Consent of Ernst & Young LLP

         23.2     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 Annex A to the Company's Definitive Proxy
                  Statement on Schedule 14A, filed with the Commission on March
                  27, 2002 and incorporated herein by reference)

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

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

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

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

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

                     provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
                     do not apply if the information required to be included in
                     a post-effective amendment by those paragraphs is contained
                     in periodic reports filed by the Registrant pursuant to
                     Section 13 or Section 15(d) of the Securities Exchange Act
                     of 1934 that are incorporated by reference in the
                     Registration Statement.

                (2)  That, for the purpose of determining any liability under
                     the Securities Act of 1933, each such post-effective
                     amendment shall be deemed to be a new registration
                     statement relating to the securities offered therein, and
                     the offering of such securities at that time shall be
                     deemed to be the initial bona fide offering thereof.

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

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

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

                                     EXPERTS

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

         We have not been able to obtain, after reasonable efforts, the written
consent of Arthur Andersen to our naming it in this registration statement as
having certified our consolidated financial statements which are incorporated by
reference as required by Section 7 of the Securities Act of 1933. We have
dispensed with the requirement to file Arthur Andersen's consent in reliance on
Rule 437a under the Securities Act. Because Arthur Andersen has not consented to
the incorporation of its report in this registration statement, you will not be
able to recover against Arthur Andersen under Section 11 of the Securities Act
for any untrue statements of a material fact contained in the financial
statements audited by Arthur Andersen or any omissions to state a material fact
required to be stated therein.




<PAGE>


                                   SIGNATURES


Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Cobb County, State of Georgia, on this 21st day of August, 2002.

                                    COUSINS PROPERTIES INCORPORATED



                                    By:    /s/ James A. Fleming
                                          --------------------------------------
                                          James A. Fleming
                                          Senior Vice President, General Counsel
                                          and Secretary


KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Kelly H. Barrett and James A. Fleming, and each of
them, his or her true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for such persons and in his or her name,
place and stead, in any and all capacities, to sign any and all amendments to
this Registration Statement, and to file the same with all exhibits thereto and
other documents in connection therewith, with the Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and to perform each and every act and thing requisite or necessary to be done in
and about the premises, as fully and to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, and any of them, or their substitutes, may
lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons in the capacity
indicated on the 21st day of August, 2002.


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


  /s/ T. G. Cousins                          Chairman of the Board of Directors
------------------------------------
T. G. Cousins



  /s/ Thomas D. Bell, Jr.                    Vice Chairman of the Board of
------------------------------------         Directors, President and
Thomas D. Bell, Jr.                          Chief Executive Officer
                                             (Principal Executive Officer)


  /s/ R. Dary Stone                          President - Texas and Director
------------------------------------
R. Dary Stone



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



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



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



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



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



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



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



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



  /s/ William Porter Payne                   Director
William Porter Payne










<PAGE>





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

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

4.1               Restated and Amended Articles of Incorporation of the
                  Registrant, as amended August 9, 1999 (incorporated by
                  reference to Exhibit 3.1 to the Registrant's Quarterly Report
                  on Form 10-Q for the three months ended June 30, 2002)

4.2               Bylaws of the Registrant, as amended April 29,
                  1993 (incorporated by reference to Exhibit 3.2 to the
                  Registrant's Quarterly Report on Form 10-Q for the three
                  months ended June 30, 2002)

5.1               Opinion of King & Spalding

23.1              Consent of Ernst & Young LLP

23.2              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 Annex A to the Company's Definitive Proxy
                  Statement on Schedule 14A, filed with the Commission on March
                  27, 2002 and incorporated herein by reference)





<PAGE>






                                                                  EXHIBIT 5.1

                           Opinion of King & Spalding



                          [King & Spalding Letterhead]


                                 August 21, 2002


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

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

Ladies and Gentlemen:

         We have acted as counsel for Cousins Properties Incorporated, a Georgia
corporation (the "Company"), in connection with the preparation of a
Registration Statement on Form S-8 (the "Registration Statement") to be filed
with the Securities and Exchange Commission. The Registration Statement relates
to 1,100,000 shares of the Company's common stock, par value $1.00 per share, to
be issued pursuant to, or issued upon the exercise of options granted pursuant
to, the Cousins Properties Incorporated 1999 Incentive Stock Plan (the "Plan")
(all such shares and options are referred to herein as the "Shares" and
"Options," respectively).

         As such counsel, we have examined and relied upon such records,
documents, certificates and other instruments as in our judgment are necessary
or appropriate to form the basis for the opinions hereinafter set forth. In all
such examinations, we have assumed the genuineness of signatures on original
documents and the conformity to such original documents of all copies submitted
to us as certified, conformed or photographic copies, and as to certificates of
public officials, we have assumed the same to have been properly given and to be
accurate.

         For purposes of this opinion, we have assumed the following: (1) the
Shares that may be issued pursuant to the Plan or upon exercise of the Options
granted pursuant to the Plan will continue to be duly authorized on the dates of
such issuance and (2) on the date on which any Option is exercised, such Option
will have been duly executed, issued and delivered by the Company and will
constitute the legal, valid and binding obligation of the Company, enforceable
against the Company in accordance with its terms subject, as to enforceability,
to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting creditors' rights generally, general equitable principles and the
discretion of courts in granting equitable remedies.

         The opinions expressed herein are limited in all respects to the
federal laws of the United States of America and laws of the State of Georgia,
and no opinion is expressed with respect to the laws of any other jurisdiction
or any effect which such laws may have on the opinions expressed herein. This
opinion is limited to the matters stated herein, and no opinion is implied or
may be inferred beyond the matters expressly stated herein.

         Based upon the foregoing and subject to the limitations, qualifications
and assumptions set forth herein, we are of the opinion that:

         a.       The Shares are duly authorized; and


<PAGE>


Cousins Properties Incorporated
August 21, 2002
Page 2




         b.       When the Shares are issued pursuant to the Plan or
                  upon exercise of the Options granted pursuant to the Plan
                  against payment therefor, as the case may be, as provided in
                  the Plan, such Shares will be validly issued, fully paid and
                  nonassessable.

         This opinion is given as of the date hereof, and we assume no
obligation to advise you after the date hereof of facts or circumstances that
come to our attention or changes in law that occur which could affect the
opinions contained herein. This letter is being rendered solely for the benefit
of Cousins Properties Incorporated in connection with the matters addressed
herein. This opinion may not be furnished to or relied upon by any person or
entity for any purpose without our prior written consent.

         We consent to the filing of this opinion as an Exhibit to the
Registration Statement.


                                            Very truly yours,

                                            /s/ King & Spalding

                                            King & Spalding




<PAGE>






                                                                EXHIBIT 23.1


                          Consent of Ernst & Young LLP
                          ----------------------------


                         CONSENT OF INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-8) relating to 1,100,000 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 1, 2002, except for Note 7 for which the
date is March 15, 2002, 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, 2001, filed with the Securities and
Exchange Commission.





                                                 ERNST & YOUNG LLP

Atlanta, Georgia
August 21, 2002
[{"type": "S-8", "sequence": "1", "filename": "fs-8802.txt", "description": "FORM S-8 8/02", "secsgml_size_bytes": 49316}]
{"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": "333-98487", "film-number": "02745006"}, "business-address": {"street1": "2500 WINDY RIDGE PKWY STE 1600", "city": "ATLANTA", "state": "GA", "zip": "30339-5683", "phone": "7709552200"}, "mail-address": {"street1": "2500 WINDY RIDGE PARKWAY", "street2": "SUITE 1600", "city": "ATLANTA", "state": "GA", "zip": "30339-5683"}}
As filed with the Securities and Exchange Commission on August 21, 2002.
                                                 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)

                                JAMES A. FLEMING
              Senior Vice President, General Counsel and Secretary
                         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
                                 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           1,100,000          $22.78          $25,058,000        $2,306
--------------------------------------------------------------------------------------------------------------------
(1)    Estimated solely for the purpose of computing the registration fee
       pursuant to Rule 457(h) on the basis of the high and low prices of Common
       Stock of Cousins Properties Incorporated (the "Company") on August 14,
       2002.
PART I

         This Registration Statement on Form S-8 relates to an additional
1,100,000 shares of common stock, par value $1.00 (the Common Stock"), of
Cousins Properties Incorporated (the "Company") to be issued to employees of the
Company and certain subsidiaries and to directors of the Company and certain
subsidiaries pursuant to the Cousins Properties Incorporated 1999 Incentive
Stock Plan (the "1999 Incentive Plan"). As permitted by General Instruction E
(Registration of Additional Securities) to Form S-8, this Registration Statement
omits certain information otherwise required by Form S-8.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.    Incorporation of Certain Documents by Reference

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

         1.       The Company's Annual Report on Form 10-K for the fiscal year
                  ended December 31, 2001;

         2.       The Company's Quarterly Reports on Form 10-Q for the periods
                  ended March 31, 2002 and June 30, 2002;

         3.       The Company's Current Report on Form 8-K filed with the
                  Commission on June 13, 2002;

         4.       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 of 1934, as
                  amended (the "Exchange Act"), including any amendment or
                  report filed for the purpose of updating such description;

         5.       The Company's Registration Statement on Form S-8 (File No.
                  333-68010), filed with the Commission on August 21, 2001; and

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

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

         All documents filed by the Company subsequent to the date of this
Registration Statement pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act and prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which deregisters
all such securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents.

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

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

14-2-850.  Part definitions.

As used in this part, the term:

         (1) "Corporation" includes any domestic or foreign predecessor entity
of a corporation in a merger or other transaction in which the predecessor's
existence ceased upon consummation of the transaction.

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

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

              (A)  A party to the proceeding; or

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

         (4)   "Expenses"  includes counsel fees.

         (5) "Liability" means the obligation to pay a judgment, settlement,
penalty, fine (including an excise tax assessed with respect to an employee
benefit plan), or reasonable expenses incurred with respect to a proceeding.

         (6)   "Official capacity"  means:

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

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

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

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

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

14-2-851.  Authority to indemnify.

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

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

         (2)  Such individual reasonably believed:

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

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

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

     (b) A director's conduct with respect to an employee benefit plan for a
purpose he or she believed in good faith to be in the interests of the
participants in and beneficiaries of the plan is conduct that satisfies the
requirement of subparagraph (a) (2) (B) of this Code section.

     (c) The termination of a proceeding by judgment, order, settlement, or
conviction, or upon a plea of nolo contendere or its equivalent is not, of
itself, determinative that the director did not meet the standard of conduct
described in this Code section.

     (d) A corporation may not indemnify a director under this Code section:

         (1)  In connection with a proceeding by or in the right of the
              corporation, except for reasonable expenses incurred in connection
              with the proceeding if it is determined that the director has met
              the relevant standard of conduct under this Code section; or

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

14-2-852.  Mandatory indemnification.

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

14-2-853.  Advance for expenses.

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

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

         (2)  His or her written undertaking to repay any funds advanced if it
              is ultimately determined that the director is not entitled to
              indemnification under this part.

     (b) The undertaking required by paragraph (2) of subsection (a) of this
Code section must be an unlimited general obligation of the director but need
not be secured and may be accepted without reference to the financial ability of
the director to make repayment.

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

         (1)  By the board of directors:

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

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

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

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

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

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

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

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

14-2-855.  Determination and authorization of indemnification.

     (a) A corporation may not indemnify a director under Code Section 14-2-851
unless authorized thereunder and a determination has been made for a specific
proceeding that indemnification of the director is permissible in the
circumstances because he or she has met the relevant standard of conduct set
forth in Code Section 14-2-851.

     (b) The determination shall be made:

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

         (2)  By special legal counsel:

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

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

         (3)  By the shareholders, but shares owned by or voted under the
              control of a director who at the time does not qualify as a
              disinterested director may not be voted on the determination.

     (c) Authorization of indemnification or an obligation to indemnify and
evaluation as to reasonableness of expenses shall be made in the same manner as
the determination that indemnification is permissible, except that if there are
fewer than two disinterested directors or if the determination is made by
special legal counsel, authorization of indemnification and evaluation as to
reasonableness of expenses shall be made by those entitled under subparagraph
(b)(2)(B) of this Code section to select special legal counsel.

14-2-856.  Shareholder approved indemnification.

     (a) If authorized by the articles of incorporation or a bylaw, contract, or
resolution approved or ratified by the shareholders by a majority of the votes
entitled to be cast, a corporation may indemnify or obligate itself to indemnify
a director made a party to a proceeding including a proceeding brought by or in
the right of the corporation, without regard to the limitations in other Code
sections of this part, but shares owned or voted under the control of a director
who at the time does not qualify as a disinterested director with respect to any
existing or threatened proceeding that would be covered by the authorization may
not be voted on the authorization.

     (b) The corporation shall not indemnify a director under this Code section
for any liability incurred in a proceeding in which the director is adjudged
liable to the corporation or is subjected to injunctive relief in favor of the
corporation:

         (1)  For any appropriation, in violation of the director's duties, of
              any business opportunity of the corporation;

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

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

         (4)  For any transaction from which he or she received an improper
              personal benefit.

     (c) Where approved or authorized in the manner described in subsection (a)
of this Code section, a corporation may advance or reimburse expenses incurred
in advance of final disposition of the proceeding only if:

         (1)  The director furnishes the corporation a written affirmation of
              his or her good faith belief that his or her conduct does not
              constitute behavior of the kind described in subsection (b) of
              this Code section; and

         (2)  The director furnishes the corporation a written undertaking,
              executed personally or on his or her behalf, to repay any advances
              if it is ultimately determined that the director is not entitled
              to indemnification under this Code section.

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

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

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

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

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

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

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

              (D) Receipt of an improper personal benefit.

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

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

     (d) A corporation may also indemnify and advance expenses to an employee or
agent who is not a director to the extent, consistent with public policy, that
may be provided by its articles of incorporation, bylaws, general or specific
action of its board of directors, or contract.

14-2-858.  Insurance.

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

14-2-859.  Application of part.

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

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

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

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

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

Article Ten of the Company's Restated Articles of Incorporation, as amended,
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 Six, and this Article Six
constitutes a contract between the Corporation and each of the persons from time
to time entitled to indemnification hereunder that may not be modified without
the consent of such persons as to occurrences prior to notice to such persons of
such modification.

Item 8.  Exhibits

         Exhibit  Description

         4.1      Restated and Amended Articles of Incorporation of the
                  Registrant, as amended August 9, 1999 (incorporated by
                  reference to Exhibit 3.1 to the Registrant's Quarterly Report
                  on Form 10-Q for the three months ended June 30, 2002)

         4.2      Bylaws of the Registrant, as amended April 29, 1993
                  (incorporated by reference to Exhibit 3.2 to the Registrant's
                  Quarterly Report on Form 10-Q for the three months ended June
                  30, 2002)

         5.1      Opinion of King & Spalding

         23.1     Consent of Ernst & Young LLP

         23.2     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 Annex A to the Company's Definitive Proxy
                  Statement on Schedule 14A, filed with the Commission on March
                  27, 2002 and incorporated herein by reference)

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

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

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

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

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

                     provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
                     do not apply if the information required to be included in
                     a post-effective amendment by those paragraphs is contained
                     in periodic reports filed by the Registrant pursuant to
                     Section 13 or Section 15(d) of the Securities Exchange Act
                     of 1934 that are incorporated by reference in the
                     Registration Statement.

                (2)  That, for the purpose of determining any liability under
                     the Securities Act of 1933, each such post-effective
                     amendment shall be deemed to be a new registration
                     statement relating to the securities offered therein, and
                     the offering of such securities at that time shall be
                     deemed to be the initial bona fide offering thereof.

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

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

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

                                     EXPERTS

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

         We have not been able to obtain, after reasonable efforts, the written
consent of Arthur Andersen to our naming it in this registration statement as
having certified our consolidated financial statements which are incorporated by
reference as required by Section 7 of the Securities Act of 1933. We have
dispensed with the requirement to file Arthur Andersen's consent in reliance on
Rule 437a under the Securities Act. Because Arthur Andersen has not consented to
the incorporation of its report in this registration statement, you will not be
able to recover against Arthur Andersen under Section 11 of the Securities Act
for any untrue statements of a material fact contained in the financial
statements audited by Arthur Andersen or any omissions to state a material fact
required to be stated therein.
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Cobb County, State of Georgia, on this 21st day of August, 2002.

                                    COUSINS PROPERTIES INCORPORATED

                                    By:    /s/ James A. Fleming
                                          --------------------------------------
                                          James A. Fleming
                                          Senior Vice President, General Counsel
                                          and Secretary

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Kelly H. Barrett and James A. Fleming, and each of
them, his or her true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for such persons and in his or her name,
place and stead, in any and all capacities, to sign any and all amendments to
this Registration Statement, and to file the same with all exhibits thereto and
other documents in connection therewith, with the Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and to perform each and every act and thing requisite or necessary to be done in
and about the premises, as fully and to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, and any of them, or their substitutes, may
lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons in the capacity
indicated on the 21st day of August, 2002.

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

  /s/ T. G. Cousins                          Chairman of the Board of Directors
------------------------------------
T. G. Cousins

  /s/ Thomas D. Bell, Jr.                    Vice Chairman of the Board of
------------------------------------         Directors, President and
Thomas D. Bell, Jr.                          Chief Executive Officer
                                             (Principal Executive Officer)

  /s/ R. Dary Stone                          President - Texas and Director
------------------------------------
R. Dary Stone

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

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

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

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

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

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

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

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

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

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

4.1               Restated and Amended Articles of Incorporation of the
                  Registrant, as amended August 9, 1999 (incorporated by
                  reference to Exhibit 3.1 to the Registrant's Quarterly Report
                  on Form 10-Q for the three months ended June 30, 2002)

4.2               Bylaws of the Registrant, as amended April 29,
                  1993 (incorporated by reference to Exhibit 3.2 to the
                  Registrant's Quarterly Report on Form 10-Q for the three
                  months ended June 30, 2002)

5.1               Opinion of King & Spalding

23.1              Consent of Ernst & Young LLP

23.2              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 Annex A to the Company's Definitive Proxy
                  Statement on Schedule 14A, filed with the Commission on March
                  27, 2002 and incorporated herein by reference)
EXHIBIT 5.1

                           Opinion of King & Spalding

                          [King & Spalding Letterhead]

                                 August 21, 2002

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

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

Ladies and Gentlemen:

         We have acted as counsel for Cousins Properties Incorporated, a Georgia
corporation (the "Company"), in connection with the preparation of a
Registration Statement on Form S-8 (the "Registration Statement") to be filed
with the Securities and Exchange Commission. The Registration Statement relates
to 1,100,000 shares of the Company's common stock, par value $1.00 per share, to
be issued pursuant to, or issued upon the exercise of options granted pursuant
to, the Cousins Properties Incorporated 1999 Incentive Stock Plan (the "Plan")
(all such shares and options are referred to herein as the "Shares" and
"Options," respectively).

         As such counsel, we have examined and relied upon such records,
documents, certificates and other instruments as in our judgment are necessary
or appropriate to form the basis for the opinions hereinafter set forth. In all
such examinations, we have assumed the genuineness of signatures on original
documents and the conformity to such original documents of all copies submitted
to us as certified, conformed or photographic copies, and as to certificates of
public officials, we have assumed the same to have been properly given and to be
accurate.

         For purposes of this opinion, we have assumed the following: (1) the
Shares that may be issued pursuant to the Plan or upon exercise of the Options
granted pursuant to the Plan will continue to be duly authorized on the dates of
such issuance and (2) on the date on which any Option is exercised, such Option
will have been duly executed, issued and delivered by the Company and will
constitute the legal, valid and binding obligation of the Company, enforceable
against the Company in accordance with its terms subject, as to enforceability,
to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting creditors' rights generally, general equitable principles and the
discretion of courts in granting equitable remedies.

         The opinions expressed herein are limited in all respects to the
federal laws of the United States of America and laws of the State of Georgia,
and no opinion is expressed with respect to the laws of any other jurisdiction
or any effect which such laws may have on the opinions expressed herein. This
opinion is limited to the matters stated herein, and no opinion is implied or
may be inferred beyond the matters expressly stated herein.

         Based upon the foregoing and subject to the limitations, qualifications
and assumptions set forth herein, we are of the opinion that:

         a.       The Shares are duly authorized; and
Cousins Properties Incorporated
August 21, 2002
Page 2

         b.       When the Shares are issued pursuant to the Plan or
                  upon exercise of the Options granted pursuant to the Plan
                  against payment therefor, as the case may be, as provided in
                  the Plan, such Shares will be validly issued, fully paid and
                  nonassessable.

         This opinion is given as of the date hereof, and we assume no
obligation to advise you after the date hereof of facts or circumstances that
come to our attention or changes in law that occur which could affect the
opinions contained herein. This letter is being rendered solely for the benefit
of Cousins Properties Incorporated in connection with the matters addressed
herein. This opinion may not be furnished to or relied upon by any person or
entity for any purpose without our prior written consent.

         We consent to the filing of this opinion as an Exhibit to the
Registration Statement.

                                            Very truly yours,

                                            /s/ King & Spalding

                                            King & Spalding
EXHIBIT 23.1

                          Consent of Ernst & Young LLP
                          ----------------------------

                         CONSENT OF INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-8) relating to 1,100,000 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 1, 2002, except for Note 7 for which the
date is March 15, 2002, 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, 2001, filed with the Securities and
Exchange Commission.

                                                 ERNST & YOUNG LLP

Atlanta, Georgia
August 21, 2002