SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

March 26 , 2013

Via E -mail
Mr. Gregg D. Adzema
Executive Vice President and  Chief Financial Officer
Cousins Properties Incorporated
191 Peachtree Street NE, Suite 500
Atlanta, Georgia 30303 -1740

 Re: Cousins Properties Incorporated
Form 10 -K for the Fiscal Year Ended December 31, 20 12
  Filed February 13 , 2013
  File No. 1-11312

Dear Mr. Adzema :

We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comments apply t o your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the  information  you provide in
response to these comments, we may have  additional comment s.

Item 2. Properties, page 12
1. We note your disclosures that certain properties are shown as 100% owned but that these
properties are owned through a consolidated joint venture.  Please clarify for us the
ownership structure of these properties an d tell us how you determined it was appropriate
to show these properties as 100% owned.  In addition, in future filings, please clearly
identify which properties are consolidated and wh ich are unconsolidated.

Item 7. Management’s Discussion and Analysis of Finan cial Condition and Results of
Operations , page 21
2. We note your disclosure on page F -34 regarding management’s use of the metric net
operating income and your disclosure on page 22 regarding your “same property”
portfolios.  We also note that your response letter dated May 17, 2011 stated that same

Mr. Gregg D. Adzema
Cousins Properties Incorporated
March 26, 2013
Page 2

 property operating information of your office and retail properties may become a key
performance indicator for your company .  Please tell us whether management now
considers net operating income and/or same store operating information a key
performance indicator , and if so, in future filings, please disclose net operating income
and same store net operating income, along with the reconciliation and disclosures
required by Item 10(e) of Regulation S -K.  In addition,  please define the term “same
property,” discuss how you determine what properties are included in the same property
portfolios, and discuss period to period changes in same store performance , including the
relative impact of occupancy and rent rate changes .  Please provide us with your
proposed disclosure.

Leasing Activity, page 22
3. We note that during 2012 you leased or renewed 724,000 and 445,000 square feet of
office and retail space, respectively.  Please disclose in future filings how effective rents
on new and renewed leases  compare  to prior rent .

Note 5  – Investments in Unconsolidated Joint Ventures, page F -15
4. We note that you own a 75% interest in EP I LLC, but do not consolidate the entity since
you share decision making abilities and contro l with your joint venture partner.  Please
provide us with your analysis of this entity, including how you determined that you share
decision making and control with the joint venture partner, your determination of whether
or not the entity is a variable i nterest entity, and how you identified the primary
beneficiary if applicable.
5. Please tell us and disclose in future filings your percentage interests in the joint ventures
Cousins Watkins LLC and Charlotte Gateway Village, LLC.  Also, for each, provi de us
with your analysis of the  entity including your determination of whether or not it is a
variable interest entity and, if so, how you have identified the primary beneficiary.

 We urge all persons who are responsible for the accuracy and adequacy of the dis closure
in the filing to be certain that the filing inclu des the  information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.  Since the company and its management are
in possession of all facts relating to a company’s dis closure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our commen ts, please provide a written  statement from the company
acknowledging that

 the company is responsible for the adequacy and accura cy 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

Mr. Gregg D. Adzema
Cousins Properties Incorporated
March 26, 2013
Page 3

 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.

You may contact William Demarest, Staff Accountant, at (202) 551-3432 or me at (202)
551-3694  with any questions.

        Sincerely,

        /s/ Jonathan Wiggins

        Jonathan Wiggins
        Staff Accountant