SecProbe.io

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 June 18, 2025

Gregg D. Adzema
Chief Financial Officer
Cousins Properties Inc.
3344 Peachtree Road NE, Suite 1800
Atlanta, GA 30326

 Re: Cousins Properties Inc.
 Form 10-K for the fiscal year ended December 31, 2024
 File No. 001-11312
Dear Gregg D. Adzema:

 We have completed our review of your filing. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Real Estate &
Construction
</TEXT>
</DOCUMENT>

CORRESP
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 Document May 22, 2025 Via EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction Washington, D.C. 20549 Re: Cousins Properties Incorporated Form 10-K For the Fiscal Year Ended December 31, 2024 Filed February 6, 2025 File No. 001-11312 Ladies/Gentlemen: The following information is in response to the comments of the Staff of the Securities and Exchange Commission (“SEC”) set forth in the letter dated May 12, 2025. Form 10-K For the Fiscal Year Ended December 31, 2024 Properties, page 21 1. Comment: We note you disclose total annualized rent on page 22. Please tell us and revise future filings to disclose your average effective annual rent per square foot and add footnote disclosure to clarify how the average effective rent takes into account all tenant concessions, not just free rent. We note you disclose the weighted average net effective rent per square foot for new or renewed non-amenity leases in 2024 on page 29. Response: In future filings, we will add disclosure comparable to the following to the end of our Item 2, Properties disclosure. “A calculation of our office portfolio’s average effective annual rent per square foot as of December 31, 2024 and 2023 is as follows: As of December 31, 2024 2023 In-place gross rent (1) $ 47.94  $ 46.95  Net free rent (2) (2.39) (1.75) Leasing commissions (3) (2.20) (2.05) Tenant improvements (3) (5.75) (5.06) Total leasing costs (10.34) (8.86) Average effective annual rent $ 37.60  $ 38.09  (1) In-place gross rent equals the annualized cash rent including the tenant's share of estimated operating expenses, if applicable, as of the end of the period divided by occupied square feet. If the tenant is in a free rent period, annualized rent represents the annualized contractual rent the tenant will pay in the first month it is required to pay full cash rent. (2) Annualized cost on a per square foot basis of leases in a free rent period as of the end of the period. (3) Annual cost of commissions and tenant improvements on a per square foot basis generally incurred within a year of lease execution, most of which have been paid in full. May 22, 2025 Page 2 2. Comment: We note the references in this section and in your MD&A to your properties being stabilized. In future Exchange Act periodic reports, please tell us what management considers in determining whether a property is not yet stabilized. Response: In future filings, we will add the following sentence to the end of our first paragraph in the Rental Property Revenues, Rental Property Operating Expenses, and Net Operating Income section of Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations. “We consider many factors in determining whether a property has stabilized, including the property’s occupancy (independently and relative to its submarket) and current leasing pipeline, as well as time since the cessation of major construction activity.” May 22, 2025 Page 3 Management's Discussion and Analysis of Financial Condition and Results of Operations, page 29 3. Comment: We note your disclosure on page 29 that the weighted average net effective rent per square foot, representing base rent excluding operating expense reimbursements and leasing costs, for new or renewed non-amenity leases with terms greater than one year signed in 2024, was $28.17 per square foot. In future Exchange Act periodic reports, please discuss leasing results for the prior period, including the amount of leases that were new leases compared to renewal leases, and the amount of leases that were not renewed. Additionally, this disclosure should include a discussion of tenant improvement costs, leasing commissions, and tenant concessions. Further, please quantitatively discuss the relationship between expiring rents and current market rents. Response: In future filings we will add a discussion and table comparable to those below to the Rental Property Revenues, Rental Property Operating Expenses, and Net Operating Income section of Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations. “The details of our office leasing activity, including the components of net effective rent per square foot, for the years ended December 31, 2024 and 2023, are as follows: Year Ended December 31, 2024 New Renewal Expansion Total Net leased square feet (1) 1,200,044 612,763 206,827 2,019,634 Number of transactions 78 57 22 157 Lease term in years (2) 8.3 7.0 8.6 7.9 Net effective rent calculation (per square foot per year) (2) Net annualized rent (3) $ 42.80  $ 35.86  $ 33.75  $ 39.77  Net free rent (1.84) (2.20) (1.98) (1.97) Leasing commissions (3.09) (2.32) (2.67) (2.81) Tenant improvements (7.37) (5.18) (8.51) (6.82) Total leasing costs (12.30) (9.70) (13.16) (11.60) Net effective rent $ 30.50  $ 26.16  $ 20.59  $ 28.17  Second generation leased square footage (4) 1,405,400 Increase in straight-line basis second generation net rent per square foot (5) 28.2  % Increase in cash-basis second generation net rent per square foot (6) 8.5  % May 22, 2025 Page 4 Year Ended December 31, 2023 New Renewal Expansion Total Net leased square feet (1) 691,987 812,096 189,834 1,693,917 Number of transactions 62 59 19 140 Lease term in years (2) 8.9 6.9 5.0 7.5 Net effective rent calculation (per square foot per year) (2) Net annualized rent (3) $ 38.17  $ 32.53  $ 35.91  $ 35.15  Net free rent (2.40) (2.47) (0.82) (2.25) Leasing commissions (2.99) (2.51) (1.81) (2.62) Tenant improvements (8.02) (4.38) (3.49) (5.72) Total leasing costs (13.41) (9.36) (6.12) (10.59) Net effective rent $ 24.76  $ 23.17  $ 29.79  $ 24.56  Second generation leased square footage (4) 1,192,581 Increase in straight-line basis second generation net rent per square foot (5) 20.2  % Increase in cash-basis second generation net rent per square foot (6) 5.8  % (1) Comprised of total square feet leased, unadjusted for ownership share and excluding apartment leasing. Also excludes leases approximately one year or less, along with leases for retail, amenity, storage, and intercompany space. (2) Weighted average of net leased square feet. (3) Straight-line net rent per square foot (operating expense reimbursements deducted from gross leases) over the lease term, prior to any deductions for leasing costs. (4) Second generation leases exclude leases executed for spaces that were vacant upon acquisition, new leases in development properties, percentage rent leases, and leases for spaces that have been vacant for one year or more. (5) Increase in second generation straight-line basis net annualized rent on a weighted average basis. (6) Increase in second generation net cash rent at the end of the term paid by the prior tenant compared to net cash rent at the beginning of the term (after any free rent period) paid by the current tenant on a weighted average basis. For early renewals, the final net cash rent paid under the original lease is compared to the first net cash rent paid under the terms of the renewal. Net cash rent is net of any recovery of operating expenses but prior to any deductions for leasing costs. Our office portfolio was 91.6% leased as of December 31, 2024, up from 90.9% leased as of December 31, 2023, which is inclusive of 2.0 million and 1.7 million square feet of new, renewal, and expansion leases executed in 2024 and 2023, respectively, and 488,000 and 610,000 square feet of leases expiring without renewal in 2024 and 2023, respectively.” May 22, 2025 Page 5 4. Comment: We note the disclosure on page 30 regarding how you recognize revenue when the lease provides the tenant with an extension or early termination option. Please tell us and revise future filings to clarify the percentage of your occupied properties that have tenants with early termination provisions and discuss the impact to you from tenants exercising such provisions, including the number of tenants that have exercised that provision over the past two years and the amount of impacted square footage. Response: In future filings, we will add a comparable disclosure to the following to the end of our Revenue Recognition discussion on page 30: “Leases representing 32% and 27% of the square footage of our occupied portfolio as of December 31, 2024 and 2023, respectively, had early termination options at some point in their lease terms, all of which require a fee for early termination. During the years ended December 31, 2024 and 2023, three and one tenants representing 170,000 and 43,000 square feet, respectively, exercised early termination options in their leases. The early termination fee recognized in rental property revenues on these leases during the years ended December 31, 2024 and 2023 was $2.5 million and $1.0 million, respectively.” 5. Comment: We note your goal of maintaining a portfolio of newer and more efficient properties and that your portfolio consists primarily of lifestyle office buildings. Please clarify what you mean by newer and more efficient properties and lifestyle office buildings. Please tell us, and in future filings, please clarify, if the type of property or office building is impacting your ability to renew leases, or obtain new tenants, and the impact on leasing costs associated with renewing or re-letting a particular space. Response: We look to the age of original development or, if applicable, most recent substantial redevelopment to determine whether a building in our portfolio is “newer” than average, and we look to Energy Star certifications to determine whether a building is “more efficient” than average. Whether a building is a lifestyle office building is determined by weighing a variety of characteristics that we have determined are valuable and attractive to customers. Each of these is discussed in more detail below. However, there is no industry-wide standard for classifying office properties of the kind the Company develops, owns and operates, and other companies may define the terms “newer,” “more efficient,” and “lifestyle office” differently. Newer properties We recognize that office properties will require future capital expenditures to enhance value and functionality, including replacing or upgrading of building systems. Additionally, over time the aesthetics of common areas, including lobbies, elevators, and bathrooms, will be seen as dated, and these may be replaced or upgraded to enhance their appeal. Such replacements and upgrades may be part of a substantial renovation which results in an older building being more competitive with more newly constructed buildings. Buildings which were recently built, or which have recently undergone a substantial renovation, are expected to have a longer useful life for their systems and common areas and accordingly it is expected that additional capital expenditures for those systems and common areas should be lower than for buildings which are older (or for which the last substantial renovation was many years prior). As of December 31, 2024, more than 30% of our portfolio square footage was built or underwent a substantial renovation during the prior 5 years, and more than 55% of our portfolio square footage was built or underwent a substantial renovation during the prior 15 years. Additionally, as of December 31, 2024, the average age of the buildings in our portfolio is 14 years, using the date of the most recent substantial renovation for buildings where applicable. May 22, 2025 Page 6 More Efficient Efficiency in energy consumption generally results in lower greenhouse gas emissions and lower energy bills for the landlord and tenant (in each case, compared to otherwise similarly situated buildings with higher energy consumption). We track the energy consumption data for each building in our portfolio through the Environmental Protection Agency’s (EPA’s) Energy Star Portfolio Manager. For 2024, 53 of our buildings, reflecting 95% of our portfolio eligible square footage, had received the Energy Star Certification, which is issued by the EPA and indicates that a building uses less energy than 75% of similar buildings nationwide. Lifestyle The real estate industry has generally divided office buildings into class definitions (e.g., Class A, B, or C) representing a subjective quality rating. According to the Building Owners and Managers Association (BOMA), which is a trade association and credential provider in the commercial real estate industry, a combination of factors – including rent, building finishes, system standards and efficiency, building amenities, location/accessibility, and market perception – have been used as relative measures in grouping office buildings into a particular Class. However, unlike other ratings systems employed in the real estate industry that use objective criteria, there is no single list of objective factors that can be applied in a “checklist fashion” or plugged into a quantitative formula to produce a widely understood classification for office buildings. Customers have increasingly sought to prioritize office buildings that offer an experience to their employees that is competitive to the experience they enjoy while working remotely to improve recruitment, retention and company culture. These preferred buildings are located in desirable submarkets in vibrant and dynamic neighborhoods, have high-quality finishes, and have on-site building management and security. Additionally, these preferred buildings are generally considered to reflect sustainability priorities in operations, including maintaining LEED or comparable sustainability ratings, having high efficiency in their energy consumption (as evidenced by Energy Star certifications) and bearing evidence of design and operational strategies to address a broad range of health behaviors and risks (such as the Fitwel certifications). In addition to these characteristics, customers prefer proximate amenities including restaurant offerings on-site or within walking distance, interior and exterior gathering spaces, fitness centers, on-site bicycle storage, on-site electric vehicle charging stations, and nearby transit options. Based on our leasing experience, including the stated preferences of existing and prospective tenants and other anecdotes, we believe the phrase “lifestyle office” most accurately captures this mix of characteristics (although there is not a requirement that all characteristics be present in the same building), and that it serves to distinguish those buildings from other properties. In future filings, we will add disclosure to Item 1, Business of our Form 10-K that is comparable to the below updated disclosure for December 31, 2024. “We consider “lifestyle offices” to be well-located buildings that are modern structures or have been modernized to compete with newer buildings, are professionally managed and maintained, and offer a number and type of amenities that are in high demand by customers that are focused on the importance of the physical work environment in recruiting and retaining employees. We believe our “lifestyle office” portfolio improves our ability to renew leases and obtain new customers which results in consistently higher occupancy than the remainder of the offices buildings in our markets. We do not consider the expression “lifestyle office” a classification of our properties in accordance with any standard listing criteria in the real estate industry. We, therefore, caution investors that our use and definition of “lifestyle office” may be different than the use and definition of similar expressions and traditional classifications that may be used by other companies.” May 22, 2025 Page 7 Please contact me at 404-407-1116 with further questions concerning this letter. Sincerely, /s/ Gregg D. Adzema Gregg D. Adzema Executive Vice President and Chief Financial Officer

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 May 12, 2025

Gregg D. Adzema
Chief Financial Officer
Cousins Properties Inc.
3344 Peachtree Road NE, Suite 1800
Atlanta, GA 30326

 Re: Cousins Properties Inc.
 Form 10-K for the fiscal year ended December 31, 2024
 File No. 001-11312
Dear Gregg D. Adzema:

 We have reviewed your filing and have the following comments.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Annual Report on Form 10-K
Properties , page 21

1. We note you disclose total annualized rent on page 22. Please tell us
and revise future
 filings to disclose your average effective annual rent per square foot
and add footnote
 disclosure to clarify how the average effective rent takes into account
all tenant
 concessions, not just free rent. We note you disclose the weighted
average net
 effective rent per square foot for new or renewed non-amenity leases in
2024 on page
 29.
2. We note the references in this section and in your MD&A to your
properties being
 stabilized. In future Exchange Act periodic reports, please tell us what
management
 considers in determining whether a property is not yet stabilized.
Management's Discussion and Analysis of Financial Condition and Results of
Operations,
page 29

3. We note your disclosure on page 29 that the weighted average net
effective rent per
 square foot, representing base rent excluding operating expense
reimbursements and
 leasing costs, for new or renewed non-amenity leases with terms greater
than one year
 May 12, 2025
Page 2

 signed in 2024, was $28.17 per square foot. In future Exchange Act
periodic reports,
 please discuss leasing results for the prior period, including the
amount of leases that
 were new leases compared to renewal leases, and the amount of leases
that were not
 renewed. Additionally, this disclosure should include a discussion of
tenant
 improvement costs, leasing commissions, and tenant concessions. Further,
please
 quantitatively discuss the relationship between expiring rents and
current market
 rents.
4. We note the disclosure on page 30 regarding how you recognize revenue
when the
 lease provides the tenant with an extension or early termination option.
Please tell us
 and revise future filings to clarify the percentage of your occupied
properties that have
 tenants with early termination provisions and discuss the impact to you
from tenants
 exercising such provisions, including the number of tenants that have
exercised that
 provision over the past two years and the amount of impacted square
footage.

5. We note your goal of maintaining a portfolio of newer and more efficient
properties
 and that your portfolio consists primarily of lifestyle office
buildings. Please clarify
 what you mean by newer and more efficient properties and lifestyle
office buildings.
 Please tell us, and in future filings, please clarify, if the type of
property or
 office building is impacting your ability to renew leases, or obtain new
tenants, and
 the impact on leasing costs associated with renewing or re-letting a
particular space.
 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Please contact Jeffrey Lewis at 202-551-6216 or Shannon Menjivar at
202-551-3856
if you have questions regarding comments on the financial statements and
related
matters. Please contact Ruairi Regan at 202-551-3269 or Pam Howell at
202-551-3357 with
any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Real
Estate & Construction
</TEXT>
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October 2, 2019
Gregg Adzema
Executive Vice President and Chief Financial Officer
Cousins Properties Incorporated
3344 Peachtree Road NE
Suite 1800
Atlanta, Georgia 30326-4802
Re:Cousins Properties Incorporated
Form 10-K For the Fiscal Year Ended December 31, 2018
Filed February 6, 2019
File No. 001-11312
Dear Mr. Adzema:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction

CORRESP
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		Document

August 21, 2019

Via EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Washington, D.C.  20549

Re:    Cousins Properties Incorporated

Form 10-K For the Fiscal Year Ended December 31, 2018

Filed February 6, 2019

Form 10-Q For the Quarterly Period Ended March 31, 2019

Filed May 9, 2019

File No. 001-11312

Ladies/Gentlemen:

The following information is in response to the comments of the Staff of the Securities and Exchange Commission (“SEC”) set forth in the letter dated August 7, 2019.

Form 10-Q For the Quarterly Period Ended March 31, 2019

3. Transactions with Norfolk Southern Railway Company, page 10

Comment:  We note that all contracts and transactions associated with Norfolk Southern Railway ("NS") have been combined for accounting purposes and represent a single performance obligation. Please elaborate and tell us the facts and circumstances related to your transaction and reference the specific authoritative accounting literature relied upon, that supports your accounting treatment. Your response should specifically explain your basis for inclusion of the sale of land and acquisition of building within the combined transaction and recognition of the excess of the fair value of 1200 Peachtree as part of the gross transaction price versus treatment of 1200 Peachtree as an asset acquisition with purchase price allocated based on relative fair value.

Response:

Facts and Circumstances of the Transaction

As described in the Cousins Properties Incorporated’s (“Cousins,” the “Company,” “we,” or “our”) Form 10-Q for the Quarterly Period ended March 31, 2019, we entered into a series of separate legal agreements with Norfolk Southern Railway Company (“NS”) on March 1, 2019 related to the single commercial objective of managing the site selection, development and construction of a corporate headquarters for NS in Atlanta.  All of the agreements were negotiated and executed simultaneously to achieve a single commercial objective and certain of the agreements stipulated that they were contingent upon the execution of other agreements. Below is a description of the agreements and transactions executed with NS that are collectively referred to below as the “Contracts”:

•

 Land Agreement – We sold 3.1 acres of land at 3rd and Ponce in Atlanta to NS for $52.5 million.  Our carrying value of the land, acquired from unrelated third parties in the fourth quarter of 2018 and first quarter of 2019, inclusive of capitalized site preparation work, was $47.5 million.  This site is the location of NS’s new corporate headquarters building.

•

 Building Purchase and Lease Agreement – We purchased 1200 Peachtree from NS for $82 million and entered into a three-year lease (at market rates) with NS for the entire building.  NS will continue to occupy 1200 Peachtree while its new corporate headquarters building is being constructed, and will vacate 1200 Peachtree upon completion of its new corporate headquarters building but has the right to extend the lease if delivery of the new headquarters is delayed.

•

 Development Agreement – We entered into a Development Agreement with NS which requires that we provide certain development services to NS related to the development of its new corporate headquarters building.  Total cash consideration payable to us over the period covered by the Development Agreement is $5 million.

•

 Consulting Agreement – We entered into a Consulting Agreement with NS which provided that we provide certain consulting services to NS related to the development of its new corporate headquarters building.  Total cash consideration payable to us over the period covered by the Consulting Agreement is $32 million.

The Contracts memorialize the economic arrangement that was negotiated over several months for Cousins to receive approximately $52 million in total consideration.  All of the Contracts were negotiated and executed simultaneously and the consideration to be paid in each contract depended on the consideration in the other contracts.

Accounting Analysis

We analyzed the Contracts in accordance with ASC 606, ASC 610-20, ASC 842, and other applicable accounting guidance. In particular, we addressed the combining of the contracts, the identification of components and performance obligations and the inclusion of non-cash consideration in the transaction price, as follows:

Combining of the Contracts

As noted above, there are multiple legal agreements associated with our arrangement with NS. Given the multiple agreements associated with the overall arrangement, we evaluated whether each agreement should be considered independently or if all the agreements together should be considered a single arrangement for accounting purposes.

ASC 606 provides guidance that is applicable to our situation and states in paragraph 606-10-25-9 the following:

An entity shall combine two or more contracts entered into at or near the same time with the same customer (or related parties of the customer) and account for the contracts as a single contract if one or more of the following criteria are met:

a)

 The contracts are negotiated as a package with a single commercial objective.

b)

 The amount of consideration to be paid in one contract depends on the price or performance of the other contract.

c)

 The goods or services promised in the contracts (or some goods or services promised in each of the contracts) are a single performance obligation in accordance with paragraphs 606-10-25-14 through 25-22.

As the overall transaction includes a lease component, we further considered ASC 842, Leases, and the guidance on combining contracts under ASC 842-10-25-19, which states the following:

An entity shall combine two or more contracts, at least one of which is or contains a lease, entered into at or near the same time with the same counterparty (or related parties) and consider the contracts as a single transaction if any of the following criteria are met:

a.

 The contracts are negotiated as a package with the same commercial objective(s).

b.

 The amount of consideration to be paid in one contract depends on the price or performance of the other contract.

c.

 The rights to use underlying assets conveyed in the contracts (or some of the rights of use conveyed in the contracts) are a single lease component in accordance with paragraph 842-10-15-28.

In evaluating whether the Contracts should be combined, we observed the consistency in ASC 606 and ASC 842 guidance. Specifically, both paragraphs include two requirements for contract combinations in their first sentences:  (1) “at or near the same time” and (2) “with the same counterparty”. As described in the Facts and Circumstances of the Transaction section above, all of the Contracts executed in connection with the transaction were negotiated and executed simultaneously (on March 1, 2019), with the same counterparty (NS), and certain of the Contracts stipulated that they

were contingent upon the execution of other Contracts thereby supporting the criterion (a) in both 606-10-25-9 and 842-10-25-19.  Additionally, criterion (b) in both ASC 606-10-25-9 and ASC 842-10-25-19 is met as the Contracts would not have been executed individually.  While the amount of consideration in each Contract does not contractually depend of the others, they would not have otherwise been entered into independently; and therefore, we believe that the consideration to be paid under each Contract depends on the performance of the other and that there is price independency whereby the economics of our arrangements with NS would not be properly reflected in our consolidated financial statements if we accounted for each Contract individually.  As a result, we concluded that the Contracts should be considered a single arrangement for accounting purposes under ASC 606 and ASC 842.

Components and Performance Obligations under the Contracts

Given the fact that there are multiple elements and deliverables under the Contracts, we specifically evaluated the accounting for the various components under ASC 842, ASC 610-10 and ASC 606.

We first considered the guidance in ASC 842 and identified a lease component, NS’s three-year lease of 1200 Peachtree.  Because we determined that the lease was at market (based on a purchase price allocation prepared by a third party), we allocated no additional consideration to the lease component using the relative selling price method.  Next, we considered whether the non-lease components to provide goods and services to NS were within the scope of ASC 606 and determined that, consistent with our historical policy, the sale of land is not in the scope of ASC 606 because it constitutes the sale of a nonfinancial asset that is not part of the entity’s ordinary activities.  As such, we determined that it is within the scope of ASC 610-20.  Applicable guidance from ASC 606 as well as ASC 610-20 in evaluating the derecognition of the land component is as follows [emphasis added]:

606-10-15-3--An entity shall apply the guidance in this Topic to a contract (other than a contract listed in paragraph 606-10-15-2) only if the counterparty to the contract is a customer. A customer is a party that has contracted with an entity to obtain goods or services that are an output of the entity’s ordinary activities in exchange for consideration. A counterparty to the contract would not be a customer if, for example, the counterparty has contracted with the entity to participate in an activity or process in which the parties to the contract share in the risks and benefits that result from the activity or process (such as developing an asset in a collaboration arrangement) rather than to obtain the output of the entity’s ordinary activities.

606-10-15-4--A contract with a customer may be partially within the scope of this Topic and partially within the scope of other Topics listed in paragraph 606-10-15-2.

a)

 If the other Topics specify how to separate and/or initially measure one or more parts of the contract, then an entity shall first apply the separation and/or measurement guidance in those Topics. An entity shall exclude from the transaction price the amount of the part (or parts) of the contract that are initially measured in accordance with other Topics and shall apply paragraphs 606-10-32-28 through 32-41 to allocate the amount of the transaction price that remains (if any) to each performance obligation within the scope of this Topic and to any other parts of the contract identified by paragraph 606-10-15-4(b).

b)

 If the other Topics do not specify how to separate and/or initially measure one or more parts of the contract, then the entity shall apply the guidance in this Topic to separate and/or initially measure the part (or parts) of the contract.

610-20-32-2--When an entity meets the criteria to derecognize a distinct nonfinancial asset or a distinct in substance nonfinancial asset, it shall recognize a gain or loss for the difference between the amount of consideration measured and allocated to that distinct asset in accordance with paragraphs 610-20-32-3 through 32-6 and the carrying amount of the distinct asset. The amount of consideration promised in a contract that is included in the calculation of a gain or loss includes both the transaction price and the carrying amount of liabilities assumed or relieved by a counterparty.

610-20-32-3--To determine the transaction price, an entity shall apply the following paragraphs in Topic 606 on revenue from contracts with customers:

a)

 Paragraphs 606-10-32-2 through 32-27 on determining the transaction price, including all of the following:

1)

 Estimating variable consideration

2)

 Constraining estimates of variable consideration

3)

 The existence of a significant financing component

4)

 Noncash consideration

5)

 Consideration payable to a customer.

b)

 Paragraphs 606-10-32-42 through 32-45 on accounting for changes in the transaction price.

610-20-32-6--An entity shall allocate the consideration calculated in accordance with the guidance in paragraphs 610-20-32-2 through 32-5 to each distinct nonfinancial asset or in substance nonfinancial asset by applying the guidance in paragraphs 606-10-32-28 through 32-41.

In accordance with the guidance above, we identified a distinct nonfinancial asset (land) and recognized no gain or loss on March 1, 2019, the date we sold, and therefore lost control of, the land as we concluded that the fair value of the land and, therefore the allocated consideration in the arrangement (using the relative selling price method), equaled our carrying amount of the land. We concluded the fair value of the land sold (i.e., the price for which we would have sold the land on a standalone basis) was $47.5 million because there was not a significant change in value during the period between the date the land was acquired and the date the land was sold (less than 6 months). The $5 million difference between the $52.5 million contractual selling price and $47.5 million allocated to the land component formed part of our transaction price that was allocated to the ASC 606 services component described below.

Having identified a lease component and a nonfinancial asset sale, we considered the guidance in ASC 606 to evaluate the remaining services promised to NS under the Contracts to determine the performance obligations related to these remaining services.

Within the Contracts with NS, there are numerous deliverables (both explicit and implied) outside of the lease component and land sale that range from site selection services to schedule planning to assisting NS with engaging architects to providing design services to land entitlement/acquisition to assisting NS with engaging contractors for construction services to warranty services to providing accounting and reporting services.  Applicable guidance from ASC 606 in evaluating the number of performance obligations associated with this arrangement is as follows:

606-10-25-14--At contract inception, an entity shall assess the goods or services promised in a contract with a customer and shall identify as a performance obligation each promise to transfer to the customer either:

a)

 A good or service (or a bundle of goods or services) that is distinct.

b)

 A series of distinct goods or services that are substantially the same and that have the same pattern of transfer to the customer (see paragraph 606-10-25-15).

606-10-25-19--A good or service that is promised to a customer is distinct if both of the following criteria are met:

a)

 The customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer (that is, the good or service is capable of being distinct).

b)

 The entity’s promise to transfer the good or service to the customer is separately identifiable from other promises in the contract (that is, the promise to transfer the good or service is distinct within the context of the contract).

606-10-25-21--In assessing whether an entity’s promises to transfer goods or services to the customer are separately identifiable in accordance with paragraph 606-10-25-19(b), the objective is to determine whether the nature of the promise, within the context of the contract, is to transfer each of those goods or services individually or, instead, to transfer a combined item or items to which the promised goods or services are

inputs. Factors that indicate that two or more promises to transfer goods or services to a customer are not separately identifiable include, but are not limited to, the following:

a)

 The entity provides a significant service of integrating goods or services with other goods or services promised in the contract into a bundle of goods or services that represent the combined output or outputs for which the customer has contracted. In oth

August 7, 2019
Gregg Adzema
Executive Vice President and Chief Financial Officer
Cousins Properties Incorporated
3344 Peachtree Road NE
Suite 1800
Atlanta, Georgia 30326-4802
Re:Cousins Properties Incorporated
Form 10-K For the Fiscal Year Ended December 31, 2018
Filed February 6, 2019
Form 10-Q For the Quarterly Period Ended March 31, 2019
Filed May 9, 2019
File No. 001-11312
Dear Mr. Adzema:
            We have reviewed your filing and have the following comment.  In our comment, we
may ask you to provide us with information so we may better understand your disclosure.
            Please respond to the comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to the comment, we may have additional comments.
Form 10-Q For the Quarterly Period Ended March 31, 2019
3. Transactions with Norfolk Southern Railway Company, page 10
1.We note that all contracts and transactions associated with Norfolk Southern Railway
("NS") have been combined for accounting purposes and represent a single performance
obligation.   Please elaborate and tell us the facts and circumstances related to your
transaction and reference the specific authoritative accounting literature relied upon, that
supports your accounting treatment.   Your response should specifically explain your basis
for inclusion of the sale of land and acquisition of building within the combined
transaction and recognition of the excess of the fair value of 1200 Peachtree as part of the
gross transaction price versus treatment of 1200 Peachtree as an asset acquisition with
purchase price allocated based on relative fair value.

 FirstName LastNameGregg  Adzema
 Comapany NameCousins Properties Incorporated
 August 7, 2019 Page 2
 FirstName LastName
Gregg  Adzema
Cousins Properties Incorporated
August 7, 2019
Page 2
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Babette Cooper, Staff Accountant, at 202-551-3396 or Wilson Lee,
Staff Accountant, at 202-551-3468 if you have questions regarding our comment on the financial
statements or any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate and
Commodities

CORRESP
1
filename1.htm

[Cousins Properties Incorporated Letterhead]

May 6, 2019

Via EDGAR and Email

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Kim McManus

Re:

Cousins Properties Incorporated
    Registration Statement on Form S-4
    File No. 333-230968

Dear Ms. McManus:

Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Cousins Properties Incorporated (“Cousins”) hereby requests acceleration of effectiveness of the above-referenced registration statement so that it may become effective at 5:00 p.m., Eastern time, on May 8, 2019 or as soon as possible thereafter.

Please direct any questions regarding this request to David E. Shapiro ((212) 403-1314; DEShapiro@wlrk.com) or Jenna E. Levine ((212) 403-1172; JELevine@wlrk.com) of Wachtell, Lipton, Rosen & Katz.  In addition, please notify Mr. Shapiro or Ms. Levine when this request for acceleration has been granted.

Sincerely,

Cousins Properties Incorporated

By:

/s/   Pamela F. Roper

Pamela F. Roper

Executive Vice President, General   Counsel and Corporate Secretary

cc:

TIER REIT, Inc.

5950 Sherry Lane, Suite 700

Dallas, Texas 75225

Attention:

Chief Legal Officer

Facsimile:

(214) 365-7112

Email:

tschelin@tierreit.com

Wachtell, Lipton, Rosen & Katz

51 West 52nd Street

New York, New York 10019

Attention:

David E. Shapiro

Jenna E. Levine

Facsimile:

(212) 403-2000

Email:

deshapiro@wlrk.com

jelevine@wlrk.com

Goodwin Procter LLP

100 Northern Avenue

Boston, Massachusetts 02210

Attention:

John T. Haggerty

Scott Chase

Facsimile:

(617) 649-1411

Email:

jhaggerty@goodwinlaw.com

schase@goodwinlaw.com

April 29, 2019
Pamela F. Roper, Esq.
Executive Vice President, General Counsel, and Corporate Secretary
Cousins Properties Incorporated
3344 Peachtree Street NE, Suite 1800
Atlanta, Georgia 30326
Re:Cousins Properties Incorporated
S-4 filed April 19, 2019
File No. 333-230968
Dear Ms. Roper, Esq.:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Kim McManus at 202-551-3215 with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate and
Commodities

Mail Stop 3233

September 1, 2016

Via E -Mail
Gregg D. Adzema
Chief Financial Officer
Cousins Properties  Incorporated
191 Peachtree Street NE, Suite 500
Atlanta, GA   30303 -1740

                 Re: Cousins Properties Incorporated
                        Form 10 -K for the Fiscal Ye ar Ended December  31, 20 15
Filed February 10, 2016
File No. 001-11312

Dear Mr . Adzema :

We have completed our review of your filing.  We remind you that our comments
or changes to disclosure in response to our comments do not foreclose the Commission
from taking any action with respect to the company or 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.  We urge all persons
who are responsible for the accuracy a nd adequacy of the disclosure in the filing to be
certain that the filing includes the information the Securities Exchange Act of 1934 and
all applicable rules require.

                                                                                    Sincerely,

        /s/ Shannon Sobotka

Shannon Sobotka
                                                                         Staff Accountant
                                                                                                Office of Real Estate and
                                                                                                Commodities

CORRESP
1
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		Document

August 23, 2016

Via EDGAR

United States Securities and Exchange Commission
Division of Corporation Finance
Washington, D.C. 20549
Attention: Ms. Shannon Sobotka, Staff Accountant

Re:

 Cousins Properties Incorporated
Form 10-K for the fiscal year ended December 31, 2015
Filed on February 10, 2016
File No. 001-11312

Dear Ms. Sobotka:

The following information is in response to the comments of the Staff of the Securities and Exchange Commission (“SEC”) set forth in the letter dated August 10, 2016. The response is numbered to correspond to the numbered comments in that letter.

FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2015

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, Rental Property Net Operating Income, page 2

1.

 Comment: With respect to your presentation of NOI, please tell us how you considered Item 10(e)(i)(B) of Regulation S-K which requires a reconciliation of non-GAAP financial measures disclosed or released with the most directly comparable financial measure or measures calculated and presented in accordance with GAAP.

Response:

In our Form 10-K for the fiscal year ended December 31, 2015 (the “2015 Form 10-K”), we disclosed net operating income (“NOI”) as a means to discuss changes in two income statement line items:  rental property revenues and rental property operating expenses.  We utilized NOI because it is calculated and derived directly from the two, related income statement line items and because NOI is utilized by management, analysts and investors to evaluate property operations.  We did not provide a reconciliation of NOI to net income in Management’s Discussion and Analysis (“MD&A”) because it was calculated directly from the two income statement line items and because we provided a reconciliation of NOI to net income available to common shareholders in Note 17 to the consolidated financial statements, “Reportable Segments.”  At the time we prepared the 2015 Form 10-K, we determined, based on the forgoing, that an additional reconciliation in this section of MD&A was not necessary to allow for the readers to understand this non-GAAP financial measure and how it relates to the GAAP information in the consolidated statements of operations.

In future filings, we will add a section in MD&A entitled “Net Operating Income” that will show the calculation of NOI as well as reconciliation of NOI to net income available to common shareholders.

1

Note 17. Reportable Segments, page F-26

2.

 Comment: We note that your reportable segments are classified by property type and geographical area and their performance is evaluated based on NOI which represents rental property revenues less rental property operating expenses. We also note that you have disclosed NOI by property type and geographical area but no rental property revenues. Please tell us how you considered ASC 280-10-50-22 which requires disclosure of revenues for each reportable segment if those amounts are included in the measure of segment profit or loss reviewed by the chief operating decision maker.

Response:

When determining our measure of segment profit, we selected NOI as it is the measure of segment profitability reviewed by the chief operating decision-maker, and it is the most important property-level profit measure that is used by investors. We excluded revenues for the reportable segments as management and the chief operating decision maker do not review separately revenues by reportable segment in evaluating segment performance.  Upon further review of ASC 280-10-50-22, we determined that revenues from external customers should be presented if the specified amounts are included in the measure of segment profit or loss reviewed by the chief operating decision maker or are otherwise regularly provided to the chief operating decision maker.  As revenues from external customers are included in the computation of our measure of segment profit (NOI), we will add this information in future filings for all periods presented.  Additionally, we have determined that the previously omitted disclosures of segment revenues from external customers are not material to the financial statements taken as a whole after considering the areas of focus by the external users of the financial statements and the relevance of the information (specifically NOI) included in the reportable segment disclosure.

*****

We acknowledge that the company is responsible for the adequacy and accuracy of the disclosures in its filings with the Commission. We acknowledge that staff comments or changes to disclosures in response to staff comments do not foreclose the Commission from taking any action with respect to the filings. We acknowledge that 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.

Please contact me at 404-407-1116 with further questions concerning this letter.

Sincerely,

/s/ Gregg D. Adzema

Gregg D. Adzema
Executive Vice President
& Chief Financial Officer

2

Mail Stop 3233

August 10, 2016

Via E -Mail
Gregg D. Adzema
Chief Financial Officer
Cousins Properties Incorporated
191 Peachtree Street , Suite 500
Atlanta, GA   30303 -1740

                 Re: Cousins Properties Incorporated
                        Form 10 -K for the Fiscal Ye ar Ended December  31, 20 15
Filed February 10, 2016
File No. 0 01-11312

Dear Mr . Adzema :

We have limited our review of your filing to the financial statements and related
disclosures and have the following comment s.  In our comment s, we ask you to provide
us with information so we may better understand your disclosure.

Please respond to these comment s within ten busine ss days by providing the
requested information or advis e us as soon as possible when you will respond.  If you do
not believe our comment s apply to your facts and circumstances,  please tell us why in
your response.

After reviewing your response to these comment s, we may have  additional
comments.

Item 7. Management’s Discussion and Analysis of Financial Condition an d Results of
Operations

Rental Property Net Operat ing Income , page 25

1. With respect to your presentation of NOI, please tell us ho w you considered Item
10(e)(i)(B ) of Regulation S -K which requires a reconciliation of non -GAAP
financial measures disclosed or released with the most directly comparable
financial measure or measures calculated and presented in accordance with
GAAP.

Gregg D. Adzema
Cousins Properties Incorporated
August 10, 2016
Page 2

 Note 17. Reportable Segments, page F -26

2. We note that your reportable segments are classif ied by property type and
geographical area and their performance is evaluated based on NOI which
represents rental property revenues less rental property operating expenses. We
also note that you have disclosed NOI by property type and geographical area bu t
no rental property revenues.  Please tell us how you considered ASC 280 -10-50-
22 which requires disclosure of revenues for each reportable segment if those
amounts are included in the measure of segment profit or loss reviewed by the
chief operating deci sion maker .

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 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 disclosure, they
are responsible for the accuracy and adequacy of the disclosures they have made.

 In responding to our comment, please provide a written 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.

You may contact Jorge L. Bonilla , Staff Accountant  at (202) 551 -3414 or me at
(202) 551 -3856 with any questions.

                                                                                    Sincerely,

        /s/ Shannon Sobotka

Shannon Sobotka
                                                                         Staff Accountant
                                                                                                Office of Real Estate and
                                                                                                Commodities

CORRESP
1
filename1.htm

CORRESP

 [Cousins Properties Letterhead]

 July 22, 2016

Division of Corporation Finance

 United States Securities and
Exchange Commission

 100 F Street, N.E.

 Washington, D.C.
20549

 Attention: Tom Kluck

Re:

Cousins Properties Incorporated

 Registration Statement on Form S-4

 File No. 333-211849

 Dear Mr. Kluck:

Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Cousins Properties Incorporated
(“Cousins”) hereby respectfully requests acceleration of effectiveness of the above-referenced registration statement so that it may become effective at 5:15 p.m., Eastern time, on July 22, 2016, or as soon as possible
thereafter.

 In connection with this request, Cousins acknowledges the following:

•

Should the U.S. Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the registration statement effective, it does not foreclose the
Commission from taking any action with respect to the registration statement;

•

The action of the Commission or the staff, acting pursuant to delegated authority, in declaring the registration statement effective, does not relieve Cousins from its full responsibility for the adequacy and accuracy
of the disclosure in the registration statement; and

•

Cousins may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 Please direct any questions regarding this request to David E. Shapiro ((212) 403-1314; DEShapiro@wlrk.com) or Marshall P.
Shaffer ((212) 403-1368; MPShaffer@wlrk.com) of Wachtell, Lipton, Rosen & Katz. In addition, please notify Mr. Shapiro or Mr. Shaffer when this request for acceleration has been granted.

 Sincerely,

 Cousins Properties Incorporated

 By:

 /s/ Pamela F. Roper

Pamela F. Roper

 Senior Vice President, General Counsel

 and
Secretary

 cc:

 Parkway Properties, Inc.

 390 North Orange Avenue, Suite 2400

 Orlando, Florida 32801

Attention:

General Counsel

Facsimile:

(407) 209-0061

Email:

jdorsett@pky.com

 Wachtell, Lipton, Rosen & Katz

 51 West 52nd Street

 New York, New York 10019

Attention:

Edward D. Herlihy

 David E. Shapiro

 Marshall P. Shaffer

Facsimile:

(212) 403-2000

Email:

edherlihy@wlrk.com

 deshapiro@wlrk.com

 mpshaffer@wlrk.com

 Hogan Lovells US LLP

 555 Thirteenth Street, NW

 Washington, D.C. 20004

Attention:

David Bonser

Bruce Gilchrist

Facsimile:

(202) 637-5910

Email:

David.Bonser@hoganlovells.com

 Bruce.Gilchrist@hoganlovells.com

Mail Stop 3233

June 21 , 2016

Via E -mail
Lawrence L. Gellerstedt III
President, Chief Executive Officer and Director
Cousins Properties Incorporated
191 Peachtree Street NE, Suite 500
Atlanta, Georgia 30303

Re: Cousins Properties Incorporated
  Registration Statement on Form S-4
Filed  June 6, 2016
  File No.  333-211849

Dear Mr. Gellerstedt III :

This is to advise you that we have not  reviewed and will not review your registration
statement .

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 the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are  in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

In the event you request acceleration of the effective date of the pending regist ration
statement , please provide  a written statement from the company acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action wit h respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

Lawrence L. Gellerstedt III
President, Chief Executive Officer and Director
Cousins Properties Incorporated
June 21, 2016
Page 2

  the company  may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of  1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the registered securities .

Please  contact me at (202)551 -3585 with any questions.

Sincerely,

 /s/ Stacie D. Gorman

 Stacie Gorman
Senior Staff Attorney
Office of Real Estate and
Commodities

cc: David E. Shapiro, Esq.  (via e -mail)

April 17, 2014

Via E -mail
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, 2013
Filed February 13, 2014
File No. 001-11312

Dear Mr. Adzema :

We have completed our review of your filing .  We remind you that our comments or
changes to  disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or 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.  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 the
information the Securities Exchange Act of 1934 and al l applicable rules require.

Sincerely,

 /s/ Stacie D. Gorman

Stacie D. Gorman
Staff Attorney

CORRESP
1
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		SECCommentLetter032614Response

April 9, 2014

Via EDGAR

United States Securities and Exchange Commission
Division of Corporation Finance
Washington, D.C. 20549
Attention: Ms. Stacie D. Gorman, Staff Attorney

Re:

 Cousins Properties Incorporated
Form 10-K for the fiscal year ended December 31, 2013
Filed on February 13, 2014
File No. 001-11312

Dear Ms. Gorman:

The following information is in response to your letter of March 26, 2014. The response is numbered to correspond to the numbered comments in your letter.

FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2013

Item 2. Properties, page 13

1.

 Comment: We note your response to comment 1 of our comment letter dated May 5, 2011, and we note that you have identified the annualized base rent for your office and retail portfolios on page 14. We also note that, according to footnote (3), these annualized base rent figures do not reflect effective rents as adjusted for items such as free rent concessions. In future Exchange Act periodic reports, please provide disclosure reflecting the quantitative impact of these adjustments, to the extent that your annualized rent figures do not reflect these items, or advise.

Response: In our Annual Report on Form 10-K for the year ending December 31, 2014, in Item 2, we will continue to disclose the annualized base rent by portfolio and will disclose the financial impact, by portfolio, on annualized base rent of tenants in a free rent period.

Lease Expirations, page 15

2.

 Comment: We note your tabular disclosure regarding the lease expirations for your office and retail portfolios. In future Exchange Act periodic reports, for each of the years disclosed, please also identify the number of tenants whose leases will expire and the percentage of gross annual rent represented by the expiring leases.

Response: Beginning with our Annual Report on Form 10-K for the year ending December 31, 2014, in the Lease Expiration section of Item 2, we will identify the number of tenants whose leases will expire and the percentage of annual contractual rent, as defined in the Lease Expiration section of Item 2, represented by the expiring leases for each of the years disclosed.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 21

3.

 Comment: In future Exchange Act periodic reports, please compare the rents on new and renewed leases to the prior rents or advise.

1

Response: Beginning with our Quarterly Report on Form 10-Q for the three months ending March 31, 2014, in Management’s Discussion and Analysis of Financial Condition and Results of Operations, we will disclose the change in net rental rates from the prior rents for new and renewal leases. We will exclude from this disclosure any leases executed for spaces that were vacant upon acquisition, new leases in a development property, and leases in spaces that have been vacant for one year or more.

Capital Expenditures, page 38

4.

 Comment: We note your disclosure here of tenant improvement and leasing costs for your entire portfolio on a per square foot basis for the year. In future Exchange Act periodic reports, please separately include this disclosure for both renewals and new leases.

Response: Beginning with our Quarterly Report on Form 10-Q for the three months ending March 31, 2014, in the Capital Expenditure section of Management’s Discussion and Analysis of Financial Condition and Results of Operations, we will disclose tenant improvement and leasing costs for our office portfolio on a per square foot basis for new leases, renewal leases, and, if applicable, other categorizations that we deem to be appropriate.

Item 10. Directors, Executive Officers and Corporate Governance, page 43

5.

 Comment: We note that Item 10 of Form 10-K also requires the disclosure of the information required by Items 407(c)(3), (d)(4) and (d)(5) of Regulation S-K. While we note that your definitive proxy statement includes this disclosure, it does not appear to be incorporated by reference into your Form 10-K. In future Exchange Act periodic reports, please indicate that this information will be incorporated by reference from your proxy statement or disclose the information here.

Response: In future filings of our Annual Report on Form 10-K, if we do not include information required by Items 407(c)(3), (d)(4), and (d)(5) of Regulation S-K directly in the Annual Report on Form 10-K, we will incorporate this information by reference from our definitive proxy statement into our Annual Report on Form 10-K as follows:

The information required by Items 401, 405, 406, and 407 of Regulation S-K is presented in Item X in part I above and is included under the captions “Proposal 1 – Election of Directors” and “Section 16(a) Beneficial Ownership Reporting Compliance” in the Proxy Statement relating to the 201X Annual Meeting of the Registrant’s Stockholders, and is incorporated herein by reference.

Item 11. Executive Compensation, page 44

6.

 Comment: We note that Item 11 of Form 10-K requires the disclosure of the information required by Items 407(e)(4) and 407(e)(5) of Regulation S-K. While we note that you include this disclosure in your definitive proxy statement, it does not appear to be incorporated by reference into your Form 10-K. In future Exchange Act periodic reports, please indicate that this information will be incorporated by reference from your proxy statement or disclose the information here.

Response: In future filings of our Annual Report on Form 10-K, if we do not include information required by Items 407(e)(4) and 407(e)(5) of Regulation S-K directly in the Annual Report on Form 10-K, we will incorporate this information by reference from our definitive proxy statement into our Annual Report on Form 10-K as follows:

The information required by Items 402 and 407 of Regulation S-K is included under the captions “Executive Compensation,” “Director Compensation,” and “Compensation Committee Interlocks and Insider Participation” in the Proxy Statement relating to the 201X Annual Meeting of the Registrant’s Stockholders is incorporated herein by reference.

*****

2

We acknowledge that the Company is responsible for the adequacy and accuracy of the disclosures in its filings with the Commission. We acknowledge that staff comments or changes to disclosures in response to staff comments do not foreclose the Commission from taking any action with respect to the filings. We acknowledge that 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.

Please contact me at 404-407-1116 with further questions concerning this letter.

Sincerely,

/s/ Gregg D. Adzema

Gregg D. Adzema
Executive Vice President
& Chief Financial Officer

3

March 2 6, 2014

Via E -mail
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, 2013
Filed February 13, 2014
File No. 001-11312

Dear Mr. Adzema :

We have reviewed your filing an d 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 req uested
response.   If you do not believe our comments apply to 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 i n
response to these  comments, we may have  additional comments.

Item 2. Properties, page 13

1. We note your response to comment 1 of our comment letter dated May 5, 2011, and we
note that you have identified the annualized base rent for your off ice and retail portfolios
on page 14.  We also note that, according to footnote (3), these annualized base rent
figures do not reflect effective rents as adjusted for items such  as free rent concessions.
In future Exchange Act periodic reports, please pro vide disclosure reflecting the
quantitative impact of these adjustments , to the extent that your annualized rent figures
do not reflect these items , or advise.

Gregg D. Adzema
Cousins Properties Incorporated
March 2 6, 2014
Page 2

 Lease Expirations, page 15

2. We note your tabular disclosure regarding the lease expirations for your office and retail
portfolios.  In future Exchange Act periodic reports, for each of the years disclosed,
please also identify the number of tenants whose leases will expire and the percentage of
gross annual rent represented by the expiring leases.

Item 7.  Management’s Discussion and Analysis of Financial Condition . . . , page 21

3. In future Exchange Act periodic reports, please compare the rents on new and renewed
leases to the prior rents or advise.

Capital Expenditures, page 38

4. We note your disclosure here of tenant improvement and leasing costs for your entire
portfolio on a per square foot basis for the year.  In future Exchange Act periodic reports,
please separately include this disclosure for both renewals and new leases.

Item 10.  Dire ctors, Executive Officers and Corporate Governance, page 43

5. We note that Item 10 of Form 10 -K also requires the disclosure of the information
required by Items 407(c)(3), (d)(4) and (d)(5) of Regulation S -K.  While we note th at
your definitive proxy state ment includes this disclosure, it does not appear to be
incorporated by reference into your Form 10 -K.  In future Exchange Act periodic reports,
please indicate that this information will be incorporated by reference from your proxy
statement or disclose t he information here.

Item 11.  Executive Compensation, page 44

6. We note that Item 11 of Form 10 -K requires the disclosure of the information required by
Items 407(e)(4) and 407(e)(5) of Regulation S -K.  While we note that you include this
disclosure in yo ur definitive proxy statement, it does not appear to be incorporated by
reference into your Form 10 -K.  In future Exchange Act periodic reports, please indicate
that this information will be incorporated by reference from your proxy statement or
disclose t he information here.

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 the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules req uire.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Gregg D. Adzema
Cousins Properties Incorporated
March 2 6, 2014
Page 3

 In responding to our comments, please provide  a written 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.

Please contact Beth Frohlichstein, Staff Attorney,  at (202) 551 -3789  or me at (202) 551 -
3585  with any questions.

Sincerely,

 /s/ Stacie D. Gorman

Stacie Gorman
Staff Attorney

April 10 , 2013

Via E -mail
Mr. Gregg D. Adzema
Executive Vice President, 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, 2012
  Filed February 13, 2013
  File No. 1 -11312

Dear Mr. Adzema:

We have completed our review of your filing .  We remind you that our comments or
changes  to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any pers on under the
federal securities laws of the United States.  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 the
information the Securities Exchange Act of 1934 and  all applicable rules require.

Sincerely,

 /s/ Jonathan Wiggins

Jonathan Wiggins
Staff Accountant

CORRESP
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		SECCommentLetter03.26.13Response

April 8, 2013

Via EDGAR

United States Securities and Exchange Commission
Division of Corporation Finance
Washington, D.C. 20549
Attention: Mr. Jonathan Wiggins, Staff Accountant

Re:

 Cousins Properties Incorporated
Form 10-K for the Fiscal Year Ended December 31, 2012
Filed on February 13, 2013
File No. 1-11312

Dear Mr. Wiggins:

The following information is in response to your letter of March 26, 2013. The response is numbered to correspond to the numbered comments in your letter.

FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2012

Item 2. Properties, page 12

1.

 Comment: 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 and 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 which are unconsolidated.

Response: Four properties within Item 2 are denoted with the following footnote: “This property is shown as 100% as it is owned through a consolidated joint venture. The joint venture is with a third party who has contributed equity and the joint venture partner may receive distributions from the venture in connection with its equity ownership.” Please see the table below for further information on the ownership structure of these properties. We determined that it was appropriate to show these properties as 100% owned because 100% of their assets, liabilities and equity are included within the Consolidated Balance Sheets and because 100% of their results of operations are included in the Consolidated Statements of Comprehensive Income along with applicable noncontrolling interest amounts.

Beginning with our Annual Report on Form 10-K for the year ending December 31, 2013, in Item 2, we will disclose whether each property is consolidated or unconsolidated.  In addition, we will add disclosure to indicate the percentage interest we own in these entities or other information necessary to determine the structure and economic effect of our partners’ interests in the ventures.

1

Property

 Ownership Structure

Promenade

 90.6% ownership interest through joint venture

Lakeshore Park Plaza

 70.0% ownership interest through joint venture

600 University Park Place

 70.0% ownership interest through joint venture

Mahan Village

 88.0% ownership interest through joint venture

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 21

2.

 Comment: 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 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.

Response: Through December 31, 2012, we did not consider same property performance to be a key performance indicator. Our portfolio of operating properties is relatively small compared to other real estate companies and covers three different product types. Our portfolio has historically changed with the addition of newly developed or strategically purchased properties and the sale of other operating properties. During 2012, we sold $401.2 million in non-core assets, purchased one property and completed two development projects. As a result of these purchases and sales, same property information for each of our product types have been subject to significant changes.

Based on the property sales activities and the implementation of our strategy of simplifying our business platform, our portfolio of properties has become more concentrated on office properties with the retail component a significant but declining portion of our overall holdings. With these changes, we are beginning to see a more stable portfolio and we are, therefore, utilizing same property information as a more significant performance measure internally and our analysts and investors are placing more emphasis on this measurement as well. Therefore, beginning with our Quarterly Report on Form 10-Q for the three months ending June 30, 2013, we will report net operating income and same property net operating income in Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Our proposed disclosure, including the definition of the term “same property”, the manner in which we determine which properties are included in the same property portfolios, the net operating income amount, the same property net operating income amount, the reconciliation and disclosures required by Item 10(e) of Regulation S-K and the period to period changes in same property performance, including the relative impact of occupancy and rental rate changes, is as follows:

Net Operating Income is used by industry analysts, investors and Company management to measure operating performance of the Company’s properties. Net Operating Income, which is rental property revenues less rental property operating expenses, excludes certain components from net income in order to provide results that are more closely related to a property’s results of operations. Certain items, such as interest expense, while included in FFO and net income, do not affect the operating performance of a real estate asset and are often incurred at the corporate level as opposed to the property level. As a result, management uses only those income and expense items that are incurred at the property level to evaluate a property’s performance. Depreciation and amortization are also excluded from Net Operating Income.  Same Property Net Operating Income includes those office and retail properties that have been fully operational in each of the comparable reporting periods. A fully operational property is one that has achieved 90% economic occupancy for each of the two periods presented or has been substantially complete and owned by the Company for each of the two periods presented and the preceding year. Same Property Net Operating Income allows analysts, investors and management to analyze continuing operations and evaluate the growth trend of the Company’s portfolio.

2

 Year Ended December 31,

 2013

 2012

Net Operating Income – Consolidated Properties

Rental property revenues [from Consolidated Statements of Comprehensive Income in Form 10-K]

 $         XXX

 $          XXX

Rental property expenses [from Consolidated Statements of Comprehensive Income in Form 10-K]

 XXX

 XXX

Net Operating Income – Consolidated Properties

 XXX

 XXX

Net Operating Income – Discontinued Operations

Rental property revenues

 XXX

 XXX

Rental property expenses

 XXX

 XXX

Net Operating Income – Discontinued Operations

 XXX

 XXX

Net Operating Income – Unconsolidated Joint Ventures

 XXX

 XXX

Total Net Operating Income

 $          XXX

 $          XXX

Net Operating Income:

Same Property

 $          XXX

 $          XXX

Non-Same Property

 XXX

 XXX

Net Operating Income

 $          XXX

 $          XXX

Change year over year in Net Operating Income – Same Property

 X.X%

 N/A

Same Property NOI increased/decreased X.X% year over year. The increase/decrease is due to [insert relevant occupancy and rental rate information].

Leasing Activity, page 22

3.

 Comment: 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.

Response: Beginning with our Quarterly Report on Form 10-Q for the three months ending June 30, 2013, in Management’s Discussion and Analysis of Financial Condition and Results of Operations, we will provide average rental rates per square foot compared to the average rental rates per square foot for the comparable prior leases for renewed leases and for new leases; however, we will exclude from this analysis any new leases that relate to space that was vacant upon the acquisition of a property and space that has been vacant for longer than one year. We will also disclose how we calculate the average rental rates per square foot.

Note 5 – Investments in Unconsolidated Joint Ventures, page F-15

4.

 Comment: 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 control 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 interest entity, and how you identified the primary beneficiary if applicable.

Response: We analyzed this entity under the provisions of ASC 810-10-15. We determined that EP I LLC was not a variable interest entity and our analysis is summarized as follows:

3

We reviewed the LLC agreement of EP I LLC in relation to the criteria of ASC 810-10-15-14(a) and noted the following:

•

 EP I LLC was originally funded with equity from the partners. Subsequently, EP I LLC was funded with a combination of additional equity and proceeds from a construction loan. As of December 31, 2012, EP I LLC had total assets of $83.2 million and total equity of $32.6 million. Therefore, at inception and through December 31, 2012, EP I LLC had sufficient equity at risk.

We reviewed the LLC agreement for EP I LLC in relation to the criteria of ASC 810-10-15-14(b) and noted the following:

•

 As a group, the partners of EP I LLC have the power to direct the activities as all major decisions of EP I LLC are decided by both members and neither may act without the approval of the other.

•

 Operating cash flows and proceeds from capital transactions of EP I LLC are allocated to members in proportion to their membership interests. Any additional equity required to fund cash flows or other obligations of the entity are required to be made in accordance with each member’s membership interest.

•

 Operating cash flows and proceeds from capital transactions of EP I LLC are allocated to members in proportion to their membership interests without restriction.

We reviewed the LLC agreement of EP I LLC in relation to the criteria of ASC 810-10-15-14(c) and noted the following:

•

 Major decisions of EP I LLC require the approval of both members equally but funding obligations and cash flows are allocated 75% to us and 25% to our partner. Major decisions include, among other things, the ability to approve development and operating budgets, the ability to repay or incur new indebtedness, and the ability to sell all or portions of the assets of the entity. We concluded that while the voting rights are disproportionate to residual returns and obligations to absorb losses, voting rights are not significantly disproportionate.

•

 EP I LLC’s activities are conducted for the benefit of both members in proportion to their respective membership interests.  The 75% interest held by us does not represent “substantially all” of the output of the venture’s activities.

As a result of the analysis above, we concluded that EP I LLC was not a variable interest entity.

Since we concluded that EP I LLC was not a variable interest entity, we addressed the consolidation considerations in ASC 810-20-15. Even though we are the Managing Member of EP I LLC and have 75% of the economics of the venture, we concluded that our partner has substantive participating rights in EP I LLC by virtue of its ability to participate in and approve major decisions of the venture as contemplated by the accounting literature. We, therefore, concluded that we do not control the venture and determined that the equity method of accounting was appropriate.

5.

 Comment: 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, provide 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.

Response: Our percentage interests in the joint ventures Cousins Watkins LLC and Charlotte Gateway Village, LLC are 50.5% and 50.0%, respectively. Beginning with our Annual Report on Form 10-K for the year ending December 31, 2013, we will disclose our percentage interest in Cousins Watkins LLC and Charlotte Gateway Village, LLC.

Our analysis of Cousins Watkins LLC (“CW”) under ASC 810-10-15 is summarized as follows:

We reviewed the LLC agreement of CW in relation to the criteria of ASC 810-10-15-14(a) and noted the following:

4

•

 Upon formation, we contributed $14.8 million in cash and our partner contributed properties encumbered by debt.  The total value of CW’s assets upon formation was $58.3 million and total equity was $24.9 million. As of December 31, 2012, CW had total assets of $54.3 million and total equity of $25.3 million. Therefore, at inception and through December 31, 2012, CW had sufficient equity at risk.

We reviewed the LLC agreement for CW in relation to the criteria of ASC 810-10-15-14(b) and noted the following:

•

 As a group, the partners of CW have the power to direct the activities as all major decisions of CW are decided by both members and neither may act without the approval of the other.

•

 Operating cash flows and proceeds from capital transactions of CW are allocated to members in proportion to their membership interests after preferred returns to us and after original capital contributions have been repaid. Any additional equity required to fund cash flows or other obligations of the entity are required to be made in accordance with each member’s membership interest.

•

 Operating cash flows and proceeds from capital transactions of CW are allocated to members in proportion to their membership interests after preferred returns to us and after original capital contributions have been repaid. There are no caps on amounts any member may receive.

We reviewed the LLC agreement of CW in relation to the criteria of ASC 810-10-15-14(c) and noted the following:

•

 Major decisions of CW require the approval of both members equally and our percentage interest in the venture is 50.5%.  Major decisions include, among other things, the ability to approve development and operating budgets, the ability to repay or incur new indebtedness, and the ability to sell all or portions of the assets of the entity. We concluded that while the voting rights are disproportionate to residual returns and obligations to absorb losses, voting rights are not significantly disproportionate.

•

 CW’s activities are conducted for the benefit of both members in proportion to their respective membership interests.

As a result of the analysis above, we concluded that CW was not a variable interest entity.

Since we concluded that CW was not a variable interest entity, we addressed the consolidation considerations in ASC 810-20-15. Even though we are the Managing Member of CW and have a 50.5% interest in the v

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

June 6, 2011
 Mr. Gregg D. Adzema Executive Vice President, 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 year ended 12/31/2010
Filed on 2/28/2011 File No. 001-11312

Dear Mr. Gregg D. Adzema:
We have completed our review of your f iling.  We remind you that our comments or
changes to disclosure in res ponse to our comments do not fore close the Commission from taking
any action with respect to the company or th e filing and the company may not assert staff
comments as a defense in any proceeding ini tiated by the Commission or any person under the
federal securities laws of the United States.  We urge all pers ons who are responsible for the
accuracy and adequacy of the disclosure in the fi ling to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.
 Sincerely,

 Daniel L. Gordon
Branch Chief

CORRESP
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Correspondence

May 17, 2011

Via EDGAR and Facsimile

United States Securities and Exchange Commission

Division of Corporation Finance

Mail Stop 3010

Washington, D.C. 20549

Attention: Mr. Daniel L. Gordon, Branch Chief

    Re:

    Cousins Properties Incorporated

Form 10-K for the year ended 12/31/2010

Filed on 2/28/2011

File No. 001-11312

Dear Mr. Gordon:

The following information is in response to your letter of May 5, 2011. The response is numbered
to correspond to the numbered comments in your letter.

FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2010

Item 2. Properties, page 17

    1.

    Comment: In your future Exchange Act periodic reports, please include disclosure regarding
your office, retail and industrial portfolios average effective annual rents. If the average
rent figure does not reflect effective rents, adjusted for items such as free rent periods,
please provide disclosure reflecting the quantitative impact of these adjustments.

Response: Beginning with our Annual Report on Form 10-K for the year ending December 31, 2011, in
Item 2, we will disclose annualized base rent for our office, retail and industrial property
portfolios. Annualized base rent will represent the sum of the annualized rent each tenant is
paying as of the end of the reporting period. If a tenant is not paying rent due to a free rent
concession, annualized base rent will be calculated based on the annualized base rent the tenant
will pay in the first period it is required to pay rent. We will also disclose the financial
impact, by portfolio, on annualized base rent of the tenants in a free rent period.

191 Peachtree Street NE • Suite 500 • Atlanta, Georgia 30303 • 404-407-1000 • FAX 404-407-1002

Mr. Daniel L. Gordon

May 17, 2011

Page 2 of 5

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations

    2.

    Comment: We note your discussion of your leasing activity. In your future Exchange Act
periodic reports, please provide disclosure regarding rental rate trends on renewed leases.
Please also include disclosure regarding the costs of leasing activity, such as per square
foot leasing commissions and tenant improvements.

Response: Beginning with our Quarterly Report on Form 10-Q for the three months ending June 30,
2011, in Management’s Discussion and Analysis of Financial Condition and Results of Operations, we
will expand our disclosures to include trend information on the economics of our leasing
activities, including changes in rental rates and changes in concessions granted to tenants. In
connection with Comment 5 below, we will provide additional disclosures relating to the costs of
our leasing activities.

    3.

    Comment: Please advise us whether management considers same store operating information a key
performance indicator. We may have further comments.

Response: We currently do not consider same property performance to be a key performance
indicator. Our portfolio of operating properties is relatively small compared to other real estate
companies and covers three different product types. In addition, our portfolio has historically
changed with the addition of newly developed properties and the sale of other operating properties.
As a result, same property information for each of our product types have remained small and
subject to significant percentage changes if relatively minor changes occurred in only a few of the
properties in the portfolio.

However, as our development activities have declined and as we are in the process of selling our
remaining industrial properties, thereby reducing our property types, same property operating
information on our office and retail properties is becoming a more important indicator of
performance for our company than it has been in the past. Because most of our current revenue
growth now comes from leasing activities associated with our stabilized properties as opposed to
newly developed properties, increases or declines in revenues and expenses within a same property
portfolio are more relevant performance indicators. If this trend continues, same property
operating information of our office and retail properties may become a key performance indicator
for our company. If we determine that this same property operating information is a key
performance indicator, we will add appropriate disclosures in Management’s Discussion and Analysis
of Financial Condition and Results of Operations of future Exchange Act periodic reports.

Mr. Daniel L. Gordon

May 17, 2011

Page 3 of 5

    4.

    Comment: We note that you disposed of several properties in 2010. In future Exchange Act
periodic reports, please provide disclosure regarding the weighted average capitalization
rates on your dispositions and acquisitions during the reporting period. Please disclose how
you calculate capitalization rates for these purposes.

Response: Beginning with our Quarterly Report on Form 10-Q for the three months ending June 30,
2011, in Management’s Discussion and Analysis of Financial Condition and Results of Operations, we
will provide capitalization rates on dispositions and acquisitions of operating properties where
capitalization rates provide meaningful insight into the purchase or sale decision and where
capitalization rates factored into the determination of the sales price. We will also disclose how
we calculate the capitalization rates.

    5.

    Comment: We note that you have significant capitalized expenditures in the past due to new
development and redevelopment and we also note that you have developed most of your current
properties. In future filings please include additional analysis of your capitalized
expenditures by breaking down total capital expenditures between new development,
redevelopment/expansions and other cap-ex by year. In addition please provide a narrative
discussion for fluctuations from year to year and expectations for the future.

Response: Beginning with our Quarterly Report on Form 10-Q for the three months ending June 30,
2011, in Management’s Discussion and Analysis of Financial Condition and Results of Operations, we
will provide additional information related to our capitalized expenditures that will segregate
amounts between expenditures for new development activities, expenditures for redevelopment
activities and other capital expenditures. Included in these disclosures will be amounts for
capitalized interest, payroll and other costs. We will also provide a discussion of historical and
future trends with respect to these expenditures.

    6.

    Comment: In addition to the above comment we would like you to disclose soft costs (payroll,
interest, etc.) capitalized by type and by year. We think this disclosure should be included
with the above requested disclosure related to the breakdown of capitalized expenditures with
a narrative discussion of significant fluctuations.

Response: See response to Comment 5 above.

Mr. Daniel L. Gordon

May 17, 2011

Page 4 of 5

Financial Statements and Notes

Note 3 — Notes Payable, Commitments and Contingencies

Litigation, page F-15

    7.

    Comment: We note that you have concluded that it is not expected that the outcome of pending
legal proceedings will have a material adverse impact on your financial position or results of
operations. The language you use to describe loss contingencies is not contemplated by Topic
450 of the Financial Accounting Standards Codification. Please revise your disclosure to
clarify whether you believe it is probable, reasonably possible, or remote that losses could
be material. In your response, please provide us the disclosure you will include in future
filings to address this issue.

Response: Beginning with our Quarterly Report on Form 10-Q for the three months ending June 30,
2011, in the notes to the financial statements, we will revise our disclosure to conform to the
requirements of Topic 450 of the Financial Accounting Standards Codification. Assuming no change
in the status of pending or threatened litigation from the time of the filing of our Annual Report
on Form 10-K for the year ended December 31, 2010, our future disclosure will be as follows:

“The Company is subject to various legal proceedings, claims and administrative proceedings arising
in the ordinary course of business, some of which are expected to be covered by liability
insurance. Management makes assumptions and estimates concerning the likelihood and amount of any
potential loss relating to these matters using the latest information available. The Company
records a liability for litigation if an unfavorable outcome is probable and the amount of loss or
range of loss can be reasonably estimated. If an unfavorable outcome is probable and a reasonable
estimate of the loss is a range, the Company accrues the best estimate within the range. If no
amount within the range is a better estimate than any other amount, the Company accrues the minimum
amount within the range. If an unfavorable outcome is probable but the amount of the loss cannot
be reasonably estimated, the Company discloses the nature of the litigation and indicates that an
estimate of the loss or range of loss cannot be made. If an unfavorable outcome is reasonably
possible and the estimated loss is material, the Company discloses the nature and estimate of the
possible loss of the litigation. The Company does not disclose information with respect to
litigation where an unfavorable outcome is considered to be remote. Based on current expectations,
such matters, both individually and in the aggregate, are not expected to have a material adverse
effect on the liquidity, results of operations, business or financial condition of the Company.”

Mr. Daniel L. Gordon

May 17, 2011

Page 5 of 5

*****

We acknowledge that the Company is responsible for the adequacy and accuracy of the disclosures in
its filings with the Commission. We acknowledge that staff comments or changes to disclosures in
response to staff comments do not foreclose the Commission from taking any action with respect to
the filings. We acknowledge that 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.

Please contact me at 404-407-1116 with further questions concerning this letter.

Sincerely,

/s/ Gregg Adzema

Gregg D. Adzema

Executive Vice President

& Chief Financial Officer

May 5, 2011

 Mr. Gregg D. Adzema
Executive Vice President, 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 year ended 12/31/2010
Filed on 2/28/2011 File No. 001-11312

Dear Mr. Gregg D. Adzema:
We have reviewed your filings 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 te n business days by providing the requested
information or by advising us when you will provide the requested response. If you do not believe our comments apply to your facts and circumstances, please tell us why in your
response.

 After reviewing the information you provide  in response to these comments, we may
have additional comments.  FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2010

 Item 2. Properties, page 17

1. In your future Exchange Act periodic repor ts, please include di sclosure regarding
your office, retail and industr ial portfolios average effec tive annual rents.  If the
average rent figure does not reflect effective re nts, adjusted for items such as free rent
periods, please provide disclosure refl ecting the quantitative impact of these
adjustments.

Gregg D. Adzema
Cousins Properties Incorporated May 5, 2011 Page 2  Item 7. Management’s Discussion and Analys is of Financial Condition and Results of
Operations

2. We note your discussion of your leasing ac tivity.  In your future Exchange Act
periodic reports, please provide disclosure regarding rental rate  trends on renewed
leases.  Please also include disclosure rega rding the costs of leasing activity, such as
per square foot leasing commi ssions and tenant improvements.
 3. Please advise us whether management cons iders same store operating information a
key performance indicator.  We may have further comments.
 4. We note that you disposed of several prope rties in 2010.  In future Exchange Act
periodic reports, please provide disclo sure regarding the weighted average
capitalization rates on your dispositions and acquisitions  during the reporting period.
Please disclose how you calculate cap italization rates fo r these purposes.
 5. We note that you have significant capitalized  expenditures in the past due to new
development and redevelopment and we also  note that you have developed most of
your current properties.  In future filings  please include additional analysis of your
capitalized expenditures by breaking down total capital expenditures between new
development, redevelopment/expansions and other cap-ex by year.  In addition please
provide a narrative discussion for fluctuations  from year to year and expectations for
the future.
 6. In addition to the above comment we would like you to disclose soft costs (payroll,
interest, etc.) capital ized by type and by year.  We th ink this disclosure should be
included with the above requested disclosure  related to the brea kdown of capitalized
expenditures with a narrative disc ussion of significant fluctuations.

Financial Statements and Notes

 Note 3 – Notes Payable, Co mmitments and Contingencies

 Litigation, page F-15

7. We note that you have concluded that it is not expected that th e outcome of pending
legal proceedings will have a material adverse impact on your financial position or
results of operations.   The language you us e to describe loss contingencies is not
contemplated by Topic 450 of the Financ ial Accounting Standards Codification.
Please revise your disclosure to clarify wh ether you believe it is probable, reasonably
possible or remote that losses could be mate rial.   In your respons e, please provide us
the disclosure you will include in futu re filings to address this issue.

Gregg D. Adzema
Cousins Properties Incorporated May 5, 2011 Page 3     We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in the filing to be certain that the filing includes the information the Securities
Exchange Act of 1934 and all applicable Exchan ge Act rules require. Since the company and
its management are in possession of all facts relating to a co mpany’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

In responding to our comments, please provi de a written 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 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 Wilson K. Lee at (2 02) 551 – 3468 or me at (202) 551 – 3486 if you
have questions regarding comments on the financ ial statements and related matters.  Please
contact Kristina Aberg at ( 202) 551 - 3404 or Michael McTier nan at (202) 551 – 3852 with
any other questions.
Sincerely,
     Daniel L. Gordon  Branch Chief

Mail Stop 3010
                       August 25, 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 completed our review of your Form 10-K and related filings and do not,
at this time, have any further comments.

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

CORRESP
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corresp

July 10, 2009

Via EDGAR and Facsimile

United States Securities and Exchange Commission

Division of Corporation Finance

Mail Stop 3010

Washington, D.C. 20549

Attention: Ms. Yolanda Crittendon, Staff Accountant

    RE:

    Cousins Properties Incorporated

Form 10-K for the year ended December 31, 2008

Filed on February 27, 2009

File No. 001-11312

Dear Ms. Crittendon:

The following information is in response to your letter of June 18, 2009. The response is numbered
to correspond to the numbered comments in your letter.

FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2008

Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of
Operations

Overview of 2008 Performance and Company and Industry Trends, page 33

    1.

    Comment: We note that you have closed on 13 of 137 units available for sale in your 10
Terminus Place condominium property. Please tell us whether you are offering any sales
incentives to prospective buyers for 10 Terminus Place and/or any other property. To the
extent that sales incentives are being offered, please tell us how you are accounting for such
incentives and your basis in GAAP that supports your accounting treatment.

Response: None of the 13 units sold in 2008 at our 10 Terminus Place condominium project contained
any sales incentives, either in the form of price discounts or upgrades without charge, that were
not anticipated in the original projections for the project. Accordingly, sales and cost of sales
on these units were recognized based on profit

Ms. Yolanda Crittendon

July 10, 2009

Page 2 of 4

percentages we expected at the time for the entire project, consistent with our policy as outlined
in Note 2 to the consolidated financial statements.

Subsequent to the filing of our Form 10-K for the year ended December 31, 2008, we initiated
programs to provide buyers with incentives to close on units in the 10 Terminus Place project.
These programs include:

    •

    A program whereby the buyer can obtain a refund of up to 10% of the purchase price of a
condominium if, after three years, the unit does not appraise at or above the purchase
price. The refund is only available to the original buyer, who must be the owner of the
unit at the time;

    •

    A second program whereby the buyer makes a 5% down payment and is required to pay
interest on the unpaid balance in monthly installments at 4% per annum for one year. In
addition, the buyer is responsible for paying monthly assessments for HOA dues and
property taxes on the unit. After one year, the buyer may pay the remainder of the
purchase price or elect to extend the program, on the same terms, for two additional
one-year periods. Each extension requires an additional down payment of 2.5% of the
purchase price. At the end of the second extension period, the buyer is required to pay
the unpaid balance of the purchase price. However, if the unit does not appraise at or
above the purchase price at the end of the second extension period, the buyer may vacate
the unit and receive a refund equal to the cumulative down payments made on the unit. The
buyer may also vacate the unit at any time during the three-year period and forfeit the
cumulative down payments made;

    •

    A third program whereby the buyer makes a 20% down payment and makes no payments for
one year. After one year, the buyer may pay the remainder of the purchase price or extend
the program for two one-year periods. During the extension periods, the buyer must pay
monthly installments of interest at 4% per annum on the unpaid purchase price in addition
to monthly assessments for HOA dues and property taxes. At the end of three years, if the
unit does not appraise at or above the purchase price, the buyer may receive a refund of
the 20% down payment, less the aggregate amount of interest, HOA dues and property taxes
from the first year.

We entered into no contracts in the first quarter of 2009 that contained these incentives. In the
second quarter of 2009, we closed on the sale of one condominium unit with the 10% refund incentive
program as outlined in the first bullet point above. While we have not filed our second quarter
2009 Form 10-Q, which will include this transaction, we believe that this transaction will qualify
as a sale under FAS No. 66 because all criteria for the consummation of a sale under paragraph 6 of
FAS No. 66 have been met. We also believe that in accordance with paragraph 25 of FAS No. 66, the
revenue recognized on the sale of this unit will be reduced by the maximum amount of the potential
refund (10% of the original purchase price).

Ms. Yolanda Crittendon

July 10, 2009

Page 3 of 4

We have not entered into any contracts that contain the second or third incentive programs outlined
above. Each contract will be subject to negotiation and modification, and we will evaluate the
accounting treatment of each contract based on its terms. However, if a contract contains the
incentives that are generally outlined in the second or third incentive programs above, we do not
believe that it would qualify as a sale in accordance with paragraphs 5 and 6 of FAS No. 66.

Critical Accounting Policies

Long-Lived Assets, page 35

    2.

    Comment: 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.

Response: As outlined in Note 2 to our consolidated financial statements, we evaluate our
long-lived assets, including all of our retail properties, for impairment in accordance with FAS
No. 144. Accordingly, co-tenancy clauses in individual tenant leases could affect our impairment
analysis in two ways: (1) they could contribute to a conclusion that indicators of impairment are
present at a given property and (2) they could affect assumptions about future cash flows in our
cash flow analysis of a given property.

At the time of our impairment analysis as of December 31, 2008, there was only one long-lived asset
where co-tenancy provisions contributed to a conclusion that there were indicators of impairment.
This asset was considered held and used; and therefore, we prepared an undiscounted cash flow
analysis, which included the expected impact of the co-tenancy provisions, to assess the
recoverability of our carrying amount for the asset in accordance with paragraphs 16-19 of FAS No.
144. This analysis demonstrated that the carrying amount of the long-lived asset was recoverable
because the sum of the undiscounted cash flows (appropriately reduced for the expected co-tenancy
impact) expected to result from the use and eventual disposition of the long-lived asset exceeded
the carrying amount. As a result, no impairment loss was recognized in accordance with paragraph 7
of FAS No. 144.

Exhibits 31.1 and 31.2

    3.

    Comment: 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 confirm that future filings will

Ms. Yolanda Crittendon

July 10, 2009

Page 4 of 4

    include certifications in the exact form as outlined in Item 601(B)(31)(i) of Regulation
S-K.

Response: We confirm that, in future filings, commencing with our Form 10-Q for the quarter ended
June 30, 2009, we will ensure that the wording of our certifications will be in the exact form as
outlined in Item 601(b)(31)(i) of Regulation S-K.

*****

We acknowledge that the Company is responsible for the adequacy and accuracy of the disclosure in
the filing. We acknowledge that 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. We
acknowledge that 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.

Please contact me at 404-407-1150 with further questions concerning this letter.

Sincerely,

/s/ James A. Fleming

James A. Fleming

Executive Vice President

& Chief Financial Officer

Mail Stop 3010
                       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

Mail Stop 4561
August 11, 2006

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

Re: Cousins Properties Incorporated
  Form 10-K for Fiscal Ye ar Ended December 31, 2005
  Filed March 14, 2006
  File No. 001-11312

Dear Mr. Fleming:

We have completed our review of your Fo rm 10-K and do not, at this time, have
any further comments.

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

CORRESP
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SEC CORRESPONDENCE LETTER/COUSINS PROPERTIES, INC.

July 26, 2006

Via EDGAR and Facsimile

United States Securities and Exchange Commission

Division of Corporation Finance

Mail Stop 4561

Washington, D.C. 20549

Attention: Ms. Linda VanDoorn, Senior Assistant Chief Accountant

    RE:

    Cousins Properties Incorporated

Form 10-K for Fiscal Year Ended December 31, 2005

Filed March 14, 2006

File No. 001-11312

Dear Ms. VanDoorn:

The following information is in response to your letter of July 17, 2006. The responses are
numbered to correspond to the numbered comments in your letter.

Form 10-K for the year ended December 31, 2005

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Liquidity and Capital Resources

Cash Flows, page 45

1. Comment: We have read and considered your response to comment one. When distributions have
been or are expected to be in excess of cash flows from operating activities, the company should
identify the alternative source of the excess distributions. In future filings, this disclosure
should be made both when discussing historical distributions, as well as, when the company is
discussing the expected source of future distributions. Advise us if you plan to expand your
disclosures in future filings.

Response: In future filings, we will identify the source of distributions which are in excess of
cash provided by operating activities when discussing historical,
current and future distributions.

Off Balance Sheet Arrangements, page 47

Ms. Linda VanDoorn

July 26, 2006

Page 2 of 3

2. Comment: We have read and considered your response to comment two. It appears that the loan
guarantees relating to The Georgian project and CL Ashton may not be subject to the initial
recognition and initial measurement provisions of paragraph 7 (f) of FIN 45. However, it remains
unclear of how the company complies with the disclosure requirements of paragraphs 13 — 16 of FIN
45. Please advise.

Response: In footnote 4 to our consolidated financial statements, we disclosed in general terms
that we guarantee certain obligations of our unconsolidated subsidiaries. We also included, for
each of our joint ventures, the amount and terms of debt outstanding. In future filings, we will
specifically identify the ventures for which we have provided guarantees, and we will disclose the
details of those guarantees according to paragraph 13 of FIN 45, including the maximum potential
amount of future payments that could be required under each guarantee.

Note 1. Significant Accounting Policies

Multi-Family Residential Sales, page F-12

3. Comment: We have read and considered your response to comment three. We noted that you do
not believe that the continuing involvement criteria set forth in paragraph 12 of SFAS 66 applies
to your evaluation of continuing investment as it addresses situations where there are
contractually required payments by the buyer on its debt. Explain to us your assessment of the
collectibility of the sales price demonstrated by the buyer’s commitment to pay.

Response: As noted in our previous response, we assess the collectibility of the sales price based
on various factors including: the level of initial investment made by the buyer; the results of the
application process; the market conditions from the date of the
commencement of percentage of completion accounting through the closing date; and our development partners’ history with condominium
developments.

We collect an initial investment, in the form of a non-refundable deposit, on units for which we
are recognizing revenue on a percentage of completion basis. These initial investments range from
5% to 20% of the sales prices, which are equal to or in excess of the initial investment
requirements set forth in paragraph 54 of SFAS No. 66. We generally believe that the deposits
collected at this level, along with the other qualitative factors discussed below, are a strong
indication that the collectibility of the full sales price at closing is reasonably assured.

We also require each prospective buyer to complete an application process. The procedures
performed as part of the application process vary depending on the levels of initial investment
obtained from the prospective buyer and the related market conditions
at each project. The information that we obtain and evaluate as part
of the application process includes
pre-qualification letters from approved lenders, self-reported earnings information and funds
verification documentation from a bank or financial institution.

Ms. Linda VanDoorn

July 26, 2006

Page 3 of 3

We
consider current market conditions and the status of ongoing activities at the time we initially
begin recognizing revenues under percentage of completion accounting and at each subsequent
reporting date until the condominium unit sale is closed. We believe that the buyer’s commitment
to pay for the condominium is strengthened in situations where there is evidence of appreciation in
value in the condominium units. In both of our condominium projects, condominium unit contracts
were sold in the secondary market for prices in excess of their initial contract amounts. We
believe that a buyer, with a sizeable down payment at risk, who could sell his or her contract for
a profit prior to closing is unlikely to terminate the contract and forfeit the deposit. We
monitor the market conditions during development in an effort to
identify any potential collectibility issues.
In addition, we periodically contact buyers throughout the construction period through meetings,
newsletters and other communications.

We have closed 90 of the 94 units at our 905 Juniper project and had only one contract accounted
for under the percentage of completion method terminate prior to closing. On our 50 Biscayne
project, no contracts have closed as construction is still ongoing, but seven of the units have
been re-sold in the secondary market at an average of $94 per square foot (approximately 25%) in
excess of the original contract price.

Based on the results of this initial and ongoing assessment process, and based on the success that
our development partners have had in their history of developing similar projects, we have
concluded both at the point in time when we commence percentage of completion accounting and at
each reporting date thereafter, that the collectibility of the full sales price at closing on the
applicable units is reasonably assured and that percentage of completion accounting is appropriate
under paragraph 37 of SFAS No. 66.

*****

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. 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.

Please contact me at 770-857-2416 with further questions concerning this letter and to confirm that
the Staff agrees with our response to the Staff’s comments.

Sincerely,

James A. Fleming

Executive Vice President

and Chief Financial Officer

Mail Stop 4561
July 17, 2006

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

Re: Cousins Properties Incorporated
  Form 10-K for Fiscal Ye ar Ended December 31, 2005
  Filed March 14, 2006
  File No. 001-11312

Dear Mr. Fleming:

We have reviewed your response letter dated May 19, 2006 and have the
following additional comments.

Form 10-K

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

Liquidity and Capital Resources

Cash Flows, page 45
1. We have read and considered your respons e to comment one.  When distributions
have been or are expected to be in exce ss of cash flows from ope rating activities, the
company should identify the alternative source of the excess distributions.  In future
filings, this disclosure  should be made both when discus sing historical distributions,
as well as, when the company is discu ssing the expected source of future
distributions.  Advise us if you plan to expand your disclosures in future filings.
Off Balance Sheet Arrangements, page 47
2. We have read and considered your response to comment two.  It appears that the loan
guarantees relating to The Georgian project and CL Ashton may not be subject to the
initial recognition and initial  measurement provisions of paragraph 7 (f) of FIN 45.
However, it remains unclear of how the company complies with the disclosure
requirements of paragraphs 13 – 16 of FIN 45.  Please advise.

James A. Fleming
Cousins Properties Incorporated
July 17, 2006 Page 2
Note 1 – Significant Accounting Policies

Multi-Family Residential Sales, page F-12
3. We have read and considered your response to comment three.  We noted that you do
not believe that the continui ng involvement criteria set fort h in paragraph 12 of SFAS
66 applies to your evaluation of continuing investment as it ad dresses situations
where there are contractually required paym ents by the buyer on its debt.  Explain to
us your assessment of the collectibility of the sales price demonstrated by the buyer’s commitment to pay.

*    *    *    *

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 reviewing your responses to our comments.

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

CORRESP
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COUSINS PROPERTIES INC SEC RESPONSE LETTER

May 19, 2006

Via EDGAR and Facsimile

United States Securities and Exchange Commission

Division of Corporation Finance

Mail Stop 4561

Washington, D.C. 20549

Attention: Ms. Linda VanDoorn, Senior Assistant Chief Accountant

    RE:

    Cousins Properties Incorporated

Form 10-K for the year ended December 31, 2005

File No. 001-11312

Dear Ms. VanDoorn:

The following information is in response to your letter of April 24, 2006. The response is
numbered to correspond to the numbered comments in your letter.

Form 10-K for the year ended December 31, 2005

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Liquidity and Capital Resources

Cash Flows, page 45

1. Comment: We note from the cash flow statement that 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 alternative
source of cash used to pay the dividends, which appears to be proceeds from investment property
sales and distributions from unconsolidated joint ventures in excess of income.

Response: Over the past three years, we have paid dividends to common and preferred shareholders
totaling $701 million. During that period, our taxable income was $677 million, and our net income
under GAAP was $700 million. As a REIT, we are required to pay dividends of at least 90% of our
taxable income, and it is generally prudent to pay dividends equal to or in excess of 100% of
taxable income because any undistributed income can be subject to additional income and excise
taxes. It has been our practice, consistent with the vast majority of other public REITs, to pay
dividends equal to 100% of our taxable income in order to avoid these additional taxes.

Ms. Linda VanDoorn

May 19, 2006

Page 2 of 6

During the last three years, a substantial portion of our taxable income has been generated from
gains on sale of investment properties, which are not included in Cash Flows from Operating
Activities. As a result, our total dividends and distributions to minority partners have exceeded
our total Cash Flows from Operating Activities for the three-year period. This is generally the
case for us (or any other REIT) during periods in which we sell significant assets.

Our $701 million of dividends over the past three years have included $456 million of special
dividends resulting from gains on asset sales. Before we paid these special dividends, we
conducted extensive financial modeling to evaluate our future cash needs. We determined that it
was appropriate to return these gains to our shareholders instead of retaining these amounts for
future capital requirements. One of the key elements of our corporate strategy is to capture value
in mature assets when the real estate markets offer exceptional pricing, keeping what we need in
order to fund our anticipated capital requirements and returning the rest to our shareholders.
Returning the gains to our shareholders reduces the size of our equity capital base, which we
believe will enable us to generate higher future returns for our shareholders. For a discussion of
this strategy, please see the “Overview of Performance and Company and Industry Trends” section of
Management’s Discussion and Analysis of Financial Condition and Results of Operations in each of
our last three Annual Reports on Form 10-K. The 2004 discussion is particularly helpful in
understanding our strategy on this subject due to the high level of asset sales we consummated in
2004.

Off Balance Sheet Arrangements, page 47

2. Comment: 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 guarantees were not included under the off balance sheet arrangement section on page 47.
Refer to Item 303(a)(4)(ii) of Regulation S-K. In addition, tell us how the guidance of FIN 45 was
considered relative to these guarantees.

Response: The guarantees referenced in the staff’s comment are non-recourse carve-out guarantees
of mortgages held by certain joint venture properties, a loan guarantee at The Georgian project and
a completion guarantee at CL Ashton. Below is a summary of each guarantee and the related FIN 45
considerations:

“Non-recourse carve-out” Guaranties: An institutional non-recourse commercial real estate
loan typically includes certain exceptions, or “carve-outs,” to its non-recourse provisions, and
often the lender will require the sponsors of the borrower to guarantee these “carve-outs.” These
items typically relate to fraud, misapplication of insurance proceeds and certain environmental
matters. We have provided “carve-out” guaranties of two joint venture loans, which had principal
amounts totaling approximately $83 million at December 31, 2005. We have significant influence
over the operations of both of these ventures. We determined that such guarantees are within the
scope of FIN 45 based on
paragraphs 3c and 3d of the standard. In our judgment, it would be extremely unlikely

Ms. Linda VanDoorn

May 19, 2006

Page 3 of 6

for us to
incur any liability under these guaranties, and for this reason, we determined that the fair value
of the guarantee would be insignificant and, accordingly, that no amounts should be recorded in our
financial statements for these guarantees under FIN 45.

The Georgian Guaranty: This is a guaranty by Temco Associates, LLC (“Temco”) of a loan
made to New Georgian, LLC with an outstanding balance of $879,000 at December 31, 2005. Temco is a
50%-owned, unconsolidated subsidiary of Cousins, and New Georgian is a 75%-owned subsidiary of
Temco. This is a guaranty by one of our unconsolidated subsidiaries of the obligations of one of
its unconsolidated subsidiaries, and therefore any amounts recorded under FIN 45 would have an
inconsequential effect on our consolidated financial statements.

CL Ashton Guaranty: This also is a guaranty by one of our unconsolidated subsidiaries of
the obligations of one of its unconsolidated subsidiaries. In this case, CL Realty, L.L.C. (CL
Realty”), a 50%-owned, unconsolidated subsidiary, guaranteed certain obligations of CL Ashton
Woods, LP, an 80%-owned subsidiary of CL Realty. This is a guaranty by one of our unconsolidated
subsidiaries of the obligations of one of its unconsolidated subsidiaries, and therefore any
amounts recorded under FIN 45 would have an inconsequential effect on our consolidated financial
statements.

Note 1. Significant Accounting Policies

Multi-Family Residential Sales, page F-12

3. Comment: Please explain to us more fully how you apply the percentage of completion method to
your condominium sales. Specifically 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 completion.
In addition, clarify the average duration between the signing of a sales contract and the receipt
of the down payment and the delivery and occupancy of a condominium unit. Further, clarify to us
how you assess whether the buyer of a condominium unit has met the continuing investment criteria
during the period between the signing of the sales contract and the delivery of the unit. Refer to
paragraphs 12 and 37(d) of SFAS 66.

Response: We have recently entered the condominium development business and have two developments
in process: the 905 Juniper project (“905 Juniper”) in Midtown Atlanta, Georgia and the 50
Biscayne project (“50 Biscayne”) in Downtown Miami, Florida. 905 Juniper is held in a limited
liability corporation in which we hold a 72% ownership percentage, and we consolidate this entity.
50 Biscayne is held in a limited partnership in which we indirectly hold a 40% ownership
percentage, and we account for this investment under the equity method. The application of the
percentage of completion method to the sale of condominium units is the same for 905 Juniper and 50
Biscayne. Our reference to “we” or “us” in the following paragraphs is in the context of both the
905 Juniper and 50 Biscayne projects.

Ms. Linda VanDoorn

May 19, 2006

Page 4 of 6

We apply the percentage of completion method to the condominium units on a unit by unit basis when
we have met the requirements of paragraph 37 of SFAS No. 66. In
determining the percentage of completion, we take the total project costs that have been incurred
to date (including land costs, hard construction costs, and certain indirect project costs such as
capitalized interest and development department salaries) and divide this by the total estimated
project costs. This ratio is then applied to the total sales price of units that qualify for
percentage of completion to determine the revenue to be recognized for the period. This same ratio
is also applied to total estimated project costs to be allocated to those units to determine the
related costs of sales.

The periods between the date of the signing of a sales contract and the date of the receipt of the
full down payment vary by contract and by market; however, in no cases do we commence percentage of
completion accounting without the receipt of a non-refundable deposit meeting the minimum initial
investment criteria of paragraph 54 of SFAS No. 66. The average period between the receipt of the
deposit and the projected closing date for units in 905 Juniper and 50 Biscayne is 18 months and 30
months, respectively.

In assessing the collectibility of sales prices of condominium units subject to percentage of
completion, we first consider the level of initial investment in accordance with paragraph 54 of
SFAS No. 66. We do not believe that the continuing investment criteria set forth in paragraph 12
of SFAS No. 66 applies to our evaluation of continuing investment as it addresses situations where
there are “contractually required payments by the buyer on its debt,” and, in our case, there is no
debt between us and the buyers. Instead, the factors that we consider on a continuing basis in
order to ensure that the sales prices are collectible include the following:

The level of initial investment and the results of the application process. The
non-refundable deposits that we collect on units for which we are recognizing revenue on a
percentage of completion basis range from 5% to 20% of the sales prices, which are equal to or in
excess of the initial investment requirements set forth in paragraph 54 of SFAS No. 66. We
generally believe that the deposits collected at this level, along with the other qualitative
factors discussed below, are a strong indication that the collectibility of the full sales price at
closing is reasonably assured.

At 50 Biscayne, the non-refundable deposits that we have collected on the units for which we are
recognizing revenue on a percentage of completion basis are 20% of the sales price. The sales
prices range from $164,000 to $810,000 per unit, with the non-refundable deposits (for units
utilizing the percentage-of-completion method) ranging from $33,000 to $162,000.

At 905 Juniper, the non-refundable deposits that we have collected on the units for which we are
recognizing revenue on a percentage of completion basis range from 5% to 12% of the sales price.
The sales prices range from $177,000 to $1.0 million per unit, with the non-refundable deposits
ranging from $9,000 to $114,000. Additionally, as part of a prospective buyer’s application
process we obtained a pre-qualification letter from an approved lender based on a credit report and
self-reported earnings. For any sales not

Ms. Linda VanDoorn

May 19, 2006

Page 5 of 6

expected to be financed with a loan from a third party,
we obtained funds verification documentation from a bank or financial institution.

The market conditions and status of ongoing activity at each of our developments at each
reporting date. We assess the demand at each of our developments at the time we initially
begin recognizing revenue using the percentage of completion method and on an ongoing basis. 905
Juniper was 86% pre-sold as of the date that we commenced percentage of completion accounting and
99% pre-sold as of March 31, 2006. 50 Biscayne was 100% pre-sold as of the date that we commenced
percentage of completion accounting and 100% pre-sold as of March 31, 2006. Demand continues to be
strong for each of these developments. In April 2006, we began closing the sale of units at 905
Juniper; to date, we have closed 62 of the 93 units and expect to complete closings of all but one
of the units by the end of the second quarter. We have had only one contract cancelled due to the
inability of the buyer to obtain financing. Within two weeks, the unit was resold to a different
buyer at a price 12% higher than the previous contract price. At 50 Biscayne, there have been no
defaults on any contracts, and 7 of the units we have sold to third parties have been re-sold on
the secondary market at an average of $94 per square foot, or approximately 25%, in excess of our
contract price.

Based on the results of this assessment process, and based on the success that our development
partners have had in their history of developing similar projects, we have concluded both at the
point in time when we commenced percentage of completion accounting and at each reporting date
thereafter, that the collectibility of the full sales price at closing on the applicable units is
reasonably assured and that percentage of completion accounting is appropriate under paragraph 37
of SFAS No. 66.

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

4. Comment: 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 operations,
clarify to us the nature of the investment and why you determined this gain should be included in
FFO.

Response: In 2004, we received a partnership interest in Deerfield Towne Center, LLC (“Deerfield”)
in exchange for our assistance in obtaining a lease for a project being developed by Deerfield.
Our interest was unique in that we contributed no capital to Deerfield; we were under no obligation
to make capital contributions to fund operations of Deerfield or to guarantee any obligations of
Deerfield; we were not to be allocated any losses of Deerfield; but we were to receive 10% of the
positive cash flows of Deerfield. Therefore, our interest in Deerfield was not consistent with a
typical interest in a real estate joint venture with the usual risks and rewards of an equity
ownership interest. The nature of the investment was more aligned with a profits interest or
contingent fee arrangement than an indirect investment in real estate.

Ms. Linda VanDoorn

May 19, 2006

Page 6 of 6

We concluded that the $5 million in distributions we received from the sale of the building sold by
Deerfield should be considered Funds From Operations based on the unique nature of the investment
and because the substance of this distribution was more aligned with a deferred leasing commission
or development fee than our portion of a gain on the sale of depreciable real estate. In note 11,
we disclosed that we modified our NAREIT defined calculations to include this amount in FFO.

*****

We acknowledge that the Company is responsible for the adequacy and accuracy of the disclosure in
the filings. We acknowledge that 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. We
acknowledge that 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

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