SecProbe.io

April 24, 2006

Mail Stop 4561

James A. Fleming
Cousins Properties Incorporated
2500 Windy Ridge Parkway, Suite 1600
Atlanta, GA  30339

Re: Cousins Properties
  Form 10-K for the year ended December 31, 2005
  File No. 001-11312

Dear Mr. Fleming:

We have reviewed your filing and have the following comments.  We have
limited our review to only your financial stat ements and related disclosures and will
make no further review of your documents.  As  such, all persons who are responsible for
the adequacy and accuracy of the disclosure are urged to be certain that they have
included all information required pursuant to  the Securities Exchange Act of 1934.

Where indicated, we think you should revise  your document in response to these
comments.  If you disagree, we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary.  Pl ease be as detailed as necessary in your
explanation.  In some of our comments, we may ask you to provide us information so we
may better understand your disclosure.  After reviewing this inform ation, we may or may
not raise additional comments.

 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Form 10-K

Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations

Liquidity and Capital Resources

James A. Fleming
Cousins Properties Incorporated
April 24, 2006 Page 2
Cash Flows, page 45

1. We note from the cash flow statement th at common and preferred dividends paid
and distributions to minority partners have exceeded net cash provided by operating activities for the last three years.   Tell us what consideration you gave
to identifying this fact and the alte rnative source of cash used to pay the
dividends, which appears to be proceeds  from investment property sales and
distributions from unconsolidated join t ventures in excess of income.

Off Balance Sheet Arrangements, page 47

2. Refer to the guarantees described in the fourth paragraph on page 45.  Tell us what consideration you gave to disclosing the company’s maximum exposure under these guarantees and why these guara ntees were not included under the off
balance sheet arrangement section on pa ge 47.  Refer to Item 303(a)(4)(ii) of
Regulation S-K.  In additi on, tell us how the guidance of FIN 45 was considered
relative to these guarantees.

Note 1. Significant Accounting Policies

Multi-Family Residential Sales, page F-12

3. Please explain to us more fully how you apply the percenta ge of completion
method to your condominium sales.  Speci fically identify the numerator and
denominator of the ratio you are using as well as the base to which the ratio is
applied in determining percentage of comp letion.  In addition, clarify the average
duration between the signing of a sales contract and the re ceipt of the down
payment and the delivery and occupancy of a condominium unit.   Further, clarify
to us how you assess whether the buye r of a condominium unit has met the
continuing investment criteria during th e period between the signing of the sales
contract and the delivery of the unit.  Refer to paragraphs 12 and 37(d) of SFAS 66.

Note 11. Reportable Segments, pages F-36 – F-40

4. Refer to the second paragraph on page  F-36.  We note that you included $5
million in income related to the sale of real estate in determining funds from
operations for 2005.  Given that gains on depreciable property are generally excluded in determining funds from operati ons, clarify to us the nature of the
investment and why you determined this gain should be included in FFO.

*    *    *    *

James A. Fleming
Cousins Properties Incorporated
April 24, 2006 Page 3
As appropriate, please respond to these co mments within 10 business days or tell
us when you will provide us with a response.  Detailed cover letters gr eatly facilitate our
review.  Please file your cover letter on E DGAR.  Please understa nd that we may have
additional comments after reviewin g your responses to our comments.

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filings reviewed by the staff to be certain that they have provided all information investors require for an info rmed decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

 In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that

• the company is responsible for the adequacy  and accuracy of the disclosure in the
filings;

• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filings; and

• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filings or in response to our comments on your filings.

You may contact Yolanda Crittendon, Sta ff Accountant, at (202) 551-3472 or the
undersigned at (202) 551-3498 if you have questions.

        S i n c e r e l y ,

Linda VanDoorn
Senior Assistant Chief Accountant