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                       June 18, 2009
 VIA USMAIL and FAX (404) 407-1151  Mr. James A. Fleming  Executive Vice President and Chief Financial Officer Cousins Properties Incorporated 191 Peachtree Street NE, Suite 3600 Atlanta, Georgia 30303-1740

Re: Cousins Properties Incorporated
Form 10-K for the year ended December 31, 2008  Filed on February 27, 2009 File No. 001-11312

Dear Mr. James Fleming:
 We have reviewed your filing and have the following comments.  Where
indicated, we think you should re vise 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.  Please be as deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is information, we may 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 any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.

U

FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2008
 Item 7 – Management’s Discussion and Analys is of Financial Condition and Results of
Operations
 Overview of 2008 Performance and Co mpany and Industry Trends, page 33

 1. We note that you have closed on 13 of the 137 units available for sale in your 10
Terminus Place condominium property.  Please tell us whether you are offering

James Fleming
Cousins Properties Incorporated June 18, 2009 Page 2
any sales incentives to prospective buye rs for 10 Terminus Place and/or any other
property.  To the extent that sales incentiv es are being offered, please tell us how
you are accounting for such incentives a nd your basis in GAAP that supports your
accounting treatment.
 Critical Accounting Policies

 Long-Lived Assets, page 35

 2. Refer to the third paragraph on page 34.  We note that many of the company’s
tenants negotiate co-tenancy clauses into their lease agreements which allow them to reduce their rents or close their stores in the event that a certain number of co-
tenants close their stores or  if overall occupancy declines below a certain level.
Given that the company has experienced a reduction in its occupancy of retail
properties due to bankruptcies and store closings, tell us how the co-tenancy
clauses impact your impairment analysis of your properties.

Exhibits 31.1 and 31.2

 3. We note that your certifications were not filed in the exact form as outlined in
Item 601(B)(31)(i) of Regulation S-K. Specifically, we noted that certain
language, “(the registrant’s fourth fiscal quarter in the case of an annual report)”,
was deleted from paragraph 4(d). Please c onfirm that future filings will include
certifications in the exact form as outlin ed in Item 601(B)(31)(i) of Regulation S-
K.

***
 As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provid e us with a response.  You may wish to
provide us with marked copies of the amendm ent to expedite our review.  Please furnish
a cover letter with your amendment that keys your responses to our comments and
provides any requested information.  Detailed co ver letters greatly faci litate our review.
Please understand that we may have addi tional comments after reviewing your
amendment and responses to our comments.

 We urge all persons who are responsible  for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment 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.

James Fleming
Cousins Properties Incorporated June 18, 2009 Page 3   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
filing;
‚ staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

‚ the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities 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 filing or in response to our comments on your filing.
You may contact Jaime John at (202) 551-3446 or me at (202) 551-3472 if you
have questions.

        S i n c e r e l y ,
Yolanda Crittendon
Staff Accountant