For the transition period fromto

Commission file number 0-3576

FORWARD-LOOKING STATEMENTS

     Certain matters contained in this report are forward-looking statements within the meaning of the federal securities laws and are subject to uncertainties and risks. These include, but are not limited to, general and local economic conditions, local real estate conditions, the activity of others developing competitive projects, the cyclical nature of the real estate industry, the financial condition of existing tenants, interest rates, the Company’s ability to obtain favorable financing or zoning, environmental matters, the effects of terrorism, the failure of assets under contract for sale to ultimately close and other risks detailed from time to time in the Company’s filings with the Securities and Exchange Commission, including the Company’s Current Report on Form 8-K filed on December 10, 2003. The words “believes,” “expects,” “anticipates,” “estimates,” and similar expressions are intended to identify forward-looking statements. Although the Company believes that its plans, intentions and expectations reflected in any forward-looking statements are reasonable, the Company can give no assurance that such plans, intentions or expectations will be achieved. Such forward-looking statements are based on current expectations and speak as of the date of such statements. The Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of future events, new information or otherwise.

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PART I

Item 1. Business

     Corporate Profile

  ��  Cousins Properties Incorporated (the “Registrant” or “Cousins”) is a Georgia corporation, which since 1987 has elected to be taxed as a real estate investment trust (“REIT”). Cousins Real Estate Corporation and its subsidiaries (“CREC”) is a taxable entity wholly-owned by the Registrant and is consolidated with the Registrant, whichRegistrant. CREC owns, develops, and manages its own real estate portfolio and performs certain real estate related services for other parties. The Registrant and CREC combined are hereafter referred to as the “Company.”

     Cousins is an Atlanta-based, fully integrated, self administeredfully-integrated, self-administered equity REIT. The Company has extensive experience in the real estate industry, including the acquisition, financing, development, management and leasing of properties. Cousins has been a public company since 1962, and its common stock trades on the New York Stock Exchange under the symbol “CUZ.” The Company owns directly and through subsidiaries and joint ventures a portfolio of well-located, high-quality office, medical office, retail and residential development projects and holds several tracts of strategically located undeveloped land. The Company is also entering into the industrial real estate market. The strategies employed to achieve the Company’s investment goals include the development of properties whichthat are leased to quality tenants;tenants, the maintenance of high levels of occupancy within owned properties;properties, the development of single-family residential subdivisions;subdivisions, the selective sale and financing of assets;assets, the creation of joint venture arrangements and the acquisition of quality income-producing properties at attractive prices. The Company also seeks to be opportunistic and take advantage of normal real estate business cycles.

     Unless otherwise indicated, the notes referenced in the discussion below are the “Notes to Consolidated Financial Statements” included in the financial section of the Registrant’s 2003this Annual Report to Stockholders, which are incorporated herein by reference. Segment information for the three years ended December 31, 2003 is contained in Note 12 to the Consolidated Financial Statements in the Registrant’s 2003 Annual Report to Stockholders.on Form 10-K on pages F-8 through F-33.

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     The weighted average leased percentage of these office properties (excluding the property currently under construction and in lease-up and One Ninety One Peachtree Tower (“191 Peachtree”), in which the Company owns less than 10%) was approximately 91%81% as of December 31, 2003, and the2004. The leases expire as follows:

     The weighted average leased percentage of these medical office properties, excluding the property under construction, was 91%approximately 99% as of December 31, 2003, and the2004. The leases expire as follows:

     The weighted average leased percentage of these retail properties (excluding the properties currently under construction and/or in lease-up)lease up) was approximately 93%92% as of December 31, 2003, and the2004. The leases expire as follows:

ownership interest in CP Venture Two LLC, which sold Wachovia Tower, a 324,000 square foot office building in Greensboro, North Carolina, in the fourth quarter of 2004. The Company did not retain property management for any of these sold properties.

     The Company also sold several properties in 2004, of which it retained property management. In the second quarter of 2003.

     In December 2003,2004, the Company purchasedsold 333 John Carlyle and 1900 Duke Street, two office buildings in Alexandria, Virginia, of 153,000 square feet and 97,000 square feet, respectively. Furthermore, the remaining interest in 100 and 200 North PointCompany sold 101 Independence Center, East from CP Venture Two LLC (see Note 5). The purchase price was equal to the outstanding balance of its mortgage note payable at the time of sale, or $22.4 million. The mortgage note payable bears interest at 7.86% and matures August 1, 2007.

Retail Division.CP Venture Three LLC (see Note 5) sold Mira Mesa MarketCenter, a 480,000526,000 square foot retail centeroffice building in San Diego, California, in the second quarter of 2003.

     Presidential MarketCenter (“Presidential”), a 374,000 rentable square foot retail center in Atlanta, Georgia, was soldCharlotte, North Carolina in the third quarter of 2003.2004. In the third quarter of 2004, Cousins LORET, a venture in which the Company has a 50% interest, sold The purchaser assumed the Presidential mortgage note payablePinnacle, a 423,000 square foot office building, and Two Live Oak Center, a 279,000 square foot office building, both in the sale.Atlanta, Georgia. Also in the third quarter of 2003,2004, CPI/FSP I, L.P, a venture in which the Company has a 50% interest, sold Perimeter Expo (“Expo”),Austin Research Park – Buildings III and IV, two office buildings in Austin, Texas of 174,000 and 184,000 square feet, respectively. Furthermore, in the third quarter of 2004, Wildwood Associates sold 2500 Windy Ridge Parkway, 4100 Wildwood Parkway, 4200 Wildwood Parkway, and 4300 Wildwood Parkway, which are all located in Atlanta, Georgia and totaled 822,000 square feet. In the fourth quarter of 2004, Wildwood Associates sold 2300 Windy Ridge Parkway, a 176,000635,000 square foot office building, 3200 Windy Hill Road, a 698,000 square foot office building, and approximately 15 acres of stand-alone retail centersites under ground leases, also all in Atlanta, Georgia. The Expo note payable was re-collateralized as corporate, unsecured debt and not repaid.

     In October 2003, The Avenue West Cobb,January 2004, Frost Bank Tower, a 205,000529,000 square foot retail centeroffice building in Atlanta, Georgia,Austin, Texas, was completed and became partially operational for financial reporting purposes. In December 2003,February 2004, the Company purchasedacquired Galleria 75, an approximately eight acres114,000 square foot office building in Atlanta, Georgia, for approximately $11.4 million. In March 2004, the Company acquired approximately 1 acre of land adjacentfor $13.4 million in Miami, Florida, to The Avenue West Cobb, which could be utilizeduse for future development. Also in March 2004, the Company utilized approximately 5 acres of land at its North Point/West Side location and commenced construction of Inhibitex, an approximately 51,000 square foot office building 100% leased to Inhibitex, Inc. for its corporate headquarters. Also within the office division is 905 Juniper, an estimated 117-unit condominium building in midtown Atlanta, Georgia, upon which construction commenced in December 2003,2004.

Retail Division. In December 2004, the Company sold The Shops of Lake Tuscaloosa, a 62,000 square foot retail center in Tuscaloosa, Alabama,Alabama.

     In March 2004, the Company purchased the land and commenced construction of Hanover Square South, a 193,000 square foot retail center in Richmond, Virginia, of which the Company owns 69,000 square feet. In May 2004, the Company purchased the land and commenced construction of The Avenue Carriage Crossing, an approximately 786,000 square foot retail center in Memphis, Tennessee, of which the Company owns 586,000 square feet. In November 2004, Phase I of The Avenue Viera, an approximately 381,000 square foot retail center in Viera, Florida, of which the Company owns 306,000 square feet became partially operational for financial reporting purposes.

In October 2003,December 2004, the Company purchased approximately 58 acrescommenced construction of land in Brevard County, Florida, for the development of The Avenue Viera MarketCenter, a 408,000104,000 square foot retail center of which the Company owns 333,000 square feet, in Viera, Florida. Construction commenced on this center in December 2003.Florida, adjacent to The Avenue Viera.

     Land Division.Division.The Company is developing two residential communities in suburban Atlanta, Georgia and one in Pine Mountain, Georgia. Approximately 1,151 lots are being developed within these three communities, of which 225, 214 137 and 1137 lots were sold in 2004, 2003 and 2002, and 2001, respectively. In 2002 and 2001, the Company also sold 49 and 120 lots, respectively, at residential developments in which all the lots have been sold. The Company’s share of lots sold at joint ventures was 277,579, 272 and 145 for 2004, 2003 and 117 for 2003, 2002, and 2001, respectively. The Company also entered into new joint venture arrangements in 20032004 for the development of residential communities. See the “Residential Lots Under Development” table in Item 2 for more detail.

     In September 2003,2004, the Company sold approximately 10.56 acres of Company-owned land in Wildwood Office Park for a net gaingains of approximately $1,947,000. In December 2003, the Company sold$3,313,000 and approximately 4270 acres of North Point Point/West Side land for a net gaingains of approximately $5,323,000.$9,632,000.

     Financings.Financings and Other.In May 2003, Crawford Long — CPI, LLC,July 2004, the Company renewed and recast its unsecured revolving credit facility with Bank of America and several other banks, increasing the size by $50 million to $325 million (which can be increased to $400 million under certain circumstances). The new maturity date is September 14, 2007.

     In March 2004, Ten Peachtree Place Associates, an entity in which the Company owns a 50% interest, obtained a $55$30 million mortgage note payable. The note has a maturity date of JuneFebruary 1, 20132015 and an interest rate of 5.9%5.39%. A distribution of approximately $25.8$9.7 million was made to the Company in 20032004 for its share of the net proceeds from this mortgage.mortgage after the previous mortgage was paid in full.

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     On December 17, 2004, the Company issued 4,000,000 shares of 7.5% Series B Cumulative Redeemable Preferred Stock Repurchase Plan(Liquidation preference of $25 per share). The net proceeds of $96.5 million from this issuance were used to repay outstanding indebtedness under the Company’s unsecured credit facility and for general corporate purposes.

     In 2004, the Company and certain joint ventures sold properties that generated taxable gains to the Company of approximately $431 million. The Company paid a special cash dividend of $7.15 per share, or $356.5 million on November 2001, the Board of Directors18, 2004, distributing a portion of the Company adopted a stock repurchase plan authorizingtaxable gains on the repurchasesales of upinvestment properties to five million shares ofits common stock prior to January 1, 2004 (see Note 6). During January 2003, the Company purchased an additional 234,100 shares at an average price of $23.66 per share. As of December 31, 2003, the Company had repurchased a total of 2,691,582 shares for an aggregate price of $64,893,935.stockholders.

     Subsequent Event

     The Mirant Corporation (“Mirant”), leased 99% of 1155 Perimeter Center West, which is owned by 285 Venture, LLC. The Company owns 50% of 285 Venture, LLC. Mirant declared bankruptcy during 2003. In January 2004, the Mirant lease was renegotiated and Mirant reduced its amount of leased space, the term of its lease and its rental rate. The Company is actively attempting to re-lease the vacated space, but the impact on income of 285 Venture, LLC in 2004 and beyond is not known at this time.

Environmental Matters

     Under various federal, state and local laws, ordinances and regulations, an owner or operator of real estate is generally liable for the costs of removal or remediation of certain hazardous or toxic substances on or in such property. Such laws often impose liability without regard to whether the owner knew of, or was responsible for, the presence of such hazardous or toxic substances. The presence of such substances, or the failure to remediate such substances properly, may subject the owner to substantial liability and may adversely affect the owner’s ability to develop the property or to borrow using such real estate as collateral. The Company is not aware of any environmental liability that the Company’s management believes would have a material adverse effect on the Company’s business, assets or results of operations.

     Certain environmental laws impose liability on a previous owner of property to the extent that hazardous or toxic substances were present during the prior ownership period. A transfer of the property does not relieve an owner of such liability. Thus, although the Company is not aware of any such situation, the Company may be liable in respect ofto properties previously sold.

     In connection with the development or acquisition of certain properties, the Company has obtained Phase One environmental audits (which generally involve inspection without soil sampling or ground water analysis) from independent environmental consultants. The remaining properties (including most of the Company’s land held for investment or future development) have not been so examined. No assurance can be given that environmental liabilities do not exist, that the reports revealed all environmental liabilities or that no prior owner created any material environmental condition not known to the Company.

     The Company believes that it and its properties are in compliance in all material respects with all federal, state and local laws, ordinances and regulations regarding hazardous or toxic substances.

     Competition

     The Company’s properties compete for tenants with similar properties located in ourits markets primarily on the basis of location, rental rates, services provided and the design and condition of the facilities. The Company also competes with other real estate companies, financial institutions, pension funds, partnerships, individual investors and others when attempting to acquire and develop properties. The Land Division also competes with other lot developers.

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Item 2. Properties

Table of Major Office and Retail Properties

     The following tables set forth certain information relating to major office, medical office and retail properties, stand alone retail lease sites, residential lots under development, and land held for investment and future development in which the Company has a 10% or greater ownership interest. Information presented in Note 54 provides additional information related to its joint ventures. All information presented is as of December 31, 2003.2004. Dollars are stated in thousands.

Table of Major Office and Retail Properties