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                                                                     EXHIBIT 4.1






                              ARTICLES OF AMENDMENT

                                       TO

                       RESTATED ARTICLES OF INCORPORATION

                                       OF

                         COUSINS PROPERTIES INCORPORATED


                                       1.

         The name of the corporation is Cousins Properties Incorporated (the
"Corporation"). The Corporation is organized under the laws of the State of
Georgia.


                                       2.

         Pursuant to Section 14-2-1003 of the Georgia Business Corporation Code,
as amended, these Articles of Amendment (the "Amendment") amend the
Corporation's Restated and Amended Articles of Incorporation, as amended (the
"Articles of Incorporation").


                                       3.

         The Amendment is to add the following as a new Article 4.D of the
Articles of Incorporation, to set forth the terms, as determined by the Board of
Directors of the Corporation, of a series of the Corporation's Preferred Stock:

D.          7 1/2% Series B Cumulative Redeemable Preferred Stock.

         (1) Designation and Number. A series of Preferred Stock, designated the
         "7 1/2% Series B Cumulative Redeemable Preferred Stock" (the "Series B
         Preferred Stock"), is hereby established. The number of shares of
         Series B Preferred Stock hereby authorized shall be 4,000,000.

         (2) Rank. The Series B Preferred Stock shall, with respect to dividend
         rights and rights upon liquidation, dissolution or winding up of the
         Corporation, rank (a) senior to all classes or series of the
         Corporation's common stock and to any other class or series of the

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         Corporation's capital stock other than any class or series referred to
         in clauses (b) and (c) of this sentence; (b) on a parity with the
         Series A and any class or series of the Corporation's capital stock,
         the terms of which specifically provide that such class or series ranks
         on a parity with the Series B Preferred Stock with respect to dividend
         rights and rights upon liquidation, dissolution or winding up of the
         Corporation; and (c) junior to any class or series of the Corporation's
         capital stock the terms of which specifically provide that such class
         or series ranks senior to the Series B Preferred Stock with respect to
         dividend rights and rights upon liquidation, dissolution or winding up
         of the Corporation. The term "capital stock" shall include all classes
         and series of preferred and common stock but shall not include
         convertible debt securities.

         (3)  Dividends.

                  (a) Holders of the then outstanding Series B Preferred Stock
         shall be entitled to receive, when, as and if declared by the Board of
         Directors, out of funds legally available for the payment of dividends,
         cumulative cash dividends at a rate of 7 1/2% of the $25.00 liquidation
         preference per share per annum (equivalent to a fixed annual amount of
         $1.875 per share per annum). Such dividends shall be cumulative from
         the first date on which any shares of Series B Preferred Stock are
         issued and shall be payable when, as and if declared by the Board of
         Directors, quarterly in arrears on or before February 15, May 15,
         August 15 and November 15 of each year commencing on February 15, 2005
         (each, a "Dividend Payment Date"), or, if any such day is not a
         business day, then on the next succeeding business day, but in such a
         case no interest or additional dividends or other sums shall accrue on
         the amount so payable from the Dividend Payment Date to such next
         succeeding business day. The quarterly period between Dividend Payment
         Dates is referred to herein as a "dividend period" and the dividend
         which shall accrue in respect of any full dividend period shall be
         $0.46875 per share regardless of the actual number of days in such full
         dividend period. The first dividend will be for less than a full
         quarter and will cover the period from December 17, 2004 to February
         15, 2005. Such dividend and any dividend payable on the Series B
         Preferred Stock for any partial dividend period will be computed on the
         basis of a 360-day year consisting of twelve 30-day months. Dividends
         will be payable to holders of record as they appear in the stock
         records of the Corporation at the close of business on the applicable
         record date, which shall be the first day of the calendar month in
         which the applicable Dividend Payment Date falls or on such other date
         designated by the Board of Directors as the record date for the payment
         of dividends on the Series B Preferred Stock that is not more than 30
         nor less than 10 days prior to such Dividend Payment Date (each, a
         "Dividend Record Date").

                  (b) No dividends on Series B Preferred Stock shall be declared
         by the Board of Directors or paid or set apart for payment by the
         Corporation (i) at such time as the terms and provisions of any
         contractual agreement of the Corporation, including any agreement
         relating to its outstanding indebtedness, (1) prohibits such
         declaration, payment or setting apart for payment, or (2) provides that
         such declaration, payment or setting apart for




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         payment would constitute a breach thereof or a default thereunder, or
         (ii) if such declaration or payment shall be restricted or prohibited
         by law.

                  (c) Notwithstanding the foregoing, dividends on the Series B
         Preferred Stock shall accrue whether or not: (i) the terms and
         provisions of Section D.3(b) above or any agreement relating to the
         Corporation's outstanding indebtedness at any time prohibit the then
         current payment of dividends, (ii) the Corporation has earnings, (iii)
         there are funds legally available for the payment of such dividends and
         (iv) such dividends are declared by the Board of Directors. Accrued but
         unpaid dividends on the Series B Preferred Stock will accumulate as of
         the Dividend Payment Date on which they first become payable.

                  (d) Except as provided in Section D.(3)(e) below, no dividends
         will be declared or paid or set apart for payment, and no distributions
         will be declared, on any common stock of the Corporation or any series
         of Preferred Stock ranking, as to dividends, on a parity with or junior
         to the Series B Preferred Stock (other than a dividend in shares of the
         Corporation's common stock or in any other class of shares of capital
         stock of the Corporation ranking junior to the Series B Preferred Stock
         as to dividends and upon liquidation) for any period unless full
         cumulative dividends on the Series B Preferred Stock for all dividend
         periods ending on or prior to the date of such declaration, payment or
         setting apart have been, or contemporaneously are, (i) declared and
         paid or (ii) declared and a sum sufficient for the payment thereof is
         set apart for such payment.

                  (e) When dividends are not paid in full (and a sum sufficient
         for such full payment is not so set apart) upon the Series B Preferred
         Stock and the shares of any other series of Preferred Stock ranking on
         a parity as to dividends with the Series B Preferred Stock, all
         dividends declared upon the Series B Preferred Stock and any other
         series of Preferred Stock ranking on a parity as to dividends with the
         Series B Preferred Stock shall be declared pro rata so that the amount
         of dividends declared per share of Series B Preferred Stock and such
         other series of Preferred Stock shall in all cases bear to each other
         the same ratio that accrued dividends per share on the Series B
         Preferred Stock and such other series of Preferred Stock (which shall
         not include any accrual in respect of unpaid dividends for prior
         dividend periods if such shares of Preferred Stock do not have a
         cumulative dividend) bear to each other. No interest, or sum of money
         in lieu of interest, shall be payable in respect of any dividend
         payment or payments on Series B Preferred Stock which may be in
         arrears.

                  (f) Except as provided in the immediately preceding paragraph,
         no dividends (other than in common stock or other shares of capital
         stock of the Corporation ranking junior to the Series B Preferred Stock
         as to dividends and upon liquidation) shall be declared or paid or set
         aside for payment, nor shall any other distribution be declared or
         made, upon the common stock or any other shares of capital stock of the
         Corporation ranking junior to or on a parity with the Series B
         Preferred Stock as to dividends or upon liquidation, nor shall any
         common stock of the Corporation, or any other shares of capital stock
         of the Corporation ranking junior to or on a parity with the Series B
         Preferred Stock as to dividends or upon liquidation be redeemed,
         purchased or otherwise acquired for any


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         consideration (or any moneys be paid to or made available for a sinking
         fund for the redemption of any such shares) by the Corporation (except
         (1) by conversion into or exchange for other shares of capital stock of
         the Corporation ranking junior to the Series B Preferred Stock as to
         dividends and upon liquidation or (2) for the redemption, purchase or
         acquisition by the Corporation of any shares of capital stock that have
         become Excess Shares pursuant to Article 11 of these Articles of
         Incorporation) (either such action, an "Event"), unless full cumulative
         dividends on the Series B Preferred Stock for all dividend periods
         ending on or prior to the date of the Event have been, or
         contemporaneously are, (i) declared and paid or (ii) declared and a sum
         sufficient for the payment thereof is set apart for such payment.

                  (g) Any dividend payment made on Series B Preferred Stock
         shall first be credited against the earliest accrued but unpaid
         dividend due with respect to such shares which remains payable. Holders
         of the Series B Preferred Stock shall not be entitled to any dividend,
         whether payable in cash, property or securities, in excess of full
         cumulative dividends on the Series B Preferred Stock as described
         above.

         (4)  Liquidation Preference.

                  (a) Upon any voluntary or involuntary liquidation, dissolution
         or winding up of the affairs of the Corporation, the holders of Series
         B Preferred Stock then outstanding will be entitled to be paid, out of
         the assets of the Corporation legally available for distribution to its
         shareholders after payment or provision for payment of all debts and
         other liabilities of the Corporation, in cash or property at its fair
         market value as determined by the Board of Directors, a liquidation
         preference of $25.00 per share of Series B Preferred Stock, plus an
         amount equal to any accrued and unpaid dividends per share to the date
         of payment, before any distribution of assets is made to holders of
         common stock of the Corporation or any other class or series of capital
         stock of the Corporation that ranks junior to the Series B Preferred
         Stock as to liquidation rights.

                  (b) In the event that, upon any such voluntary or involuntary
         liquidation, dissolution or winding up, the available assets of the
         Corporation are insufficient to pay the amount of the liquidating
         distributions on all outstanding Series B Preferred Stock and the
         corresponding amounts payable on all shares of other classes or series
         of capital stock of the Corporation ranking on a parity with the Series
         B Preferred Stock in the distribution of assets, then the holders of
         the Series B Preferred Stock and all other such classes or series of
         capital stock of the Corporation shall share ratably in any such
         distribution of assets in proportion to the full liquidating
         distributions to which such holders of Series B Preferred Stock would
         otherwise be respectively entitled.

                  (c) After payment of the full amount of the liquidating
         distributions to which they are entitled, the holders of Series B
         Preferred Stock will have no right or claim to any of the remaining
         assets of the Corporation.


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                  (d) Written notice of any such liquidation, dissolution or
         winding up of the Corporation, stating the payment date or dates when,
         and the place or places where, the amounts distributable in such
         circumstances shall be payable, shall be given by first class mail,
         postage pre-paid, not less than 30 nor more than 60 days prior to the
         payment date stated therein, to each record holder of the Series B
         Preferred Stock at the respective addresses of such holders as the same
         shall appear on the stock transfer records of the Corporation.

                  (e) None of (i) the consolidation, combination or merger of
         the Corporation with or into any other corporation, trust or entity, or
         of any other corporation, trust or entity with or into the Corporation,
         (ii) the sale, lease or conveyance of all or substantially all of the
         assets, property or business of the Corporation, or (iii) any statutory
         share exchange, shall be deemed to constitute a liquidation,
         dissolution or winding up of the Corporation.

         (5)  Redemption.

                  (a) Right of Optional Redemption; Application of "Excess
         Share" Provision. The Series B Preferred Stock shall have no stated
         maturity date and is not redeemable prior to December 17, 2009.
         However, for the purpose of ensuring that the Corporation remains a
         qualified REIT for federal income tax purposes, in accordance with the
         Articles of Incorporation, outstanding shares of Series B Preferred
         Stock are at all times, together with all other shares of capital stock
         of the Corporation held by a shareholder of the Corporation in excess
         of the specified ownership limitations contained in the Articles of
         Incorporation, subject in all respects to the provisions of Article 11
         of the Articles of Incorporation, including, without limitation, the
         provisions contained therein regarding Excess Shares.

                  On and after December 17, 2009, the Corporation, at its option
         and upon not less than 30 nor more than 60 days' prior written notice,
         may redeem the Series B Preferred Stock, in whole or in part, at any
         time or from time to time, for cash at a redemption price of $25.00 per
         share, plus all accrued and unpaid dividends thereon to the date fixed
         for redemption (except as provided in Section D.(5)(c) below), without
         interest. If less than all of the outstanding Series B Preferred Stock
         is to be redeemed, the Series B Preferred Stock to be redeemed shall be
         selected pro rata (as nearly as may be practicable without creating
         fractional shares) or by any other equitable method determined by the
         Corporation.

                  (b) Limitations on Redemption and Repurchase. Unless full
         cumulative dividends for all past dividend periods on all Series B
         Preferred Stock shall have been or contemporaneously are declared and
         paid or declared and a sum sufficient for the payment thereof set apart
         for payment, no shares of Series B Preferred Stock shall be redeemed
         unless all outstanding shares of Series B Preferred Stock are
         simultaneously redeemed, and the Corporation shall not purchase or
         otherwise acquire directly or indirectly any Series B Preferred Stock
         (except by exchange for shares of capital stock of the Corporation
         ranking junior to the Series B Preferred Stock as to dividends and upon

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         liquidation); provided, however, that the foregoing is subject in all
         respects to Article 11 of the Articles of Incorporation, including the
         purchase by the Corporation of Excess Shares, in order to ensure that
         the Corporation remains qualified as a REIT for federal income tax
         purposes.

                  Except as specifically prohibited herein, and subject to
         applicable law, the Corporation may from time to time conduct open
         market or private purchases of the Series B Preferred Stock or other
         securities.

                  (c) Payment of Dividends in Connection with Redemption If a
         redemption date falls after a Dividend Record Date and prior to the
         corresponding Dividend Payment Date, each holder of Series B Preferred
         Stock at the close of business on such Dividend Record Date shall be
         entitled to the dividend payable on such shares on the corresponding
         Dividend Payment Date notwithstanding the redemption of such shares
         before such Dividend Payment Date. Except as provided in Section D.5(a)
         above and this Section D.5(c), the Corporation will make no payment or
         allowance for unpaid dividends, whether or not in arrears, on Series B
         Preferred Stock which are redeemed.

                  (d)  Procedures for Redemption.

                       (i) Notice of redemption will be (A) given by publication
         in the New York Times, the Wall Street Journal, or other newspaper of
         similar general circulation in the City of New York, such publication
         to be made once a week for two successive weeks commencing not less
         than 30 nor more than 60 days prior to the redemption date, and (B)
         mailed by the Corporation, postage prepaid, not less than 30 nor more
         than 60 days prior to the redemption date, addressed to the respective
         holders of record of the Series B Preferred Stock to be redeemed at
         their respective addresses as they appear on the stock transfer records
         of the Corporation. No failure to give such notice or any defect
         thereto or in the mailing thereof shall affect the validity of the
         proceedings for the redemption of any shares of Series B Preferred
         Stock except as to the holder to whom notice was defective or not
         given.

                       (ii) In addition to any information required by law or by
         the applicable rules of any exchange upon which Series B Preferred
         Stock may be listed or admitted to trading, such notice shall state:
         (A) the redemption date; (B) the redemption price; (C) the aggregate
         number of shares of Series B Preferred Stock to be redeemed and the
         number to remain outstanding after the redemption; (D) the place or
         places where the Series B Preferred Stock are to be surrendered for
         payment of the redemption price; and (E) that dividends on the shares
         of Series B Preferred Stock to be redeemed will cease to accrue on such
         redemption date. If less than all of the shares of Series B Preferred
         Stock held by any holder are to be redeemed, the notice mailed to such
         holder shall also specify the number of Series B Preferred Stock held
         by such holder to be redeemed.

                       (iii) If notice of redemption of any Series B Preferred
         Stock has been given and if the funds necessary for such redemption
         have been set apart by the Corporation in



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         trust for the benefit of the holders of any Series B Preferred Stock so
         called for redemption, then from and after the redemption date,
         dividends will cease to accrue on such Series B Preferred Stock, such
         Series B Preferred Stock shall no longer be deemed outstanding and all
         rights of the holders of such shares will terminate, except the right
         to receive the redemption price.

                       (iv) Holders of Series B Preferred Stock to be redeemed
         shall surrender such Series B Preferred Stock at the place designated
         in such notice and, upon surrender in accordance with said notice of
         the certificates for Series B Preferred Stock so redeemed (properly
         endorsed or assigned for transfer, if the Corporation shall so require
         and the notice shall so state), such Series B Preferred Stock shall be
         redeemed by the Corporation at the redemption price plus any accrued
         and unpaid dividends payable upon such redemption. In case less than
         all the shares of Series B Preferred Stock represented by any such
         certificate are redeemed, a new certificate or certificates shall be
         issued representing the unredeemed shares of Series B Preferred Stock
         without cost to the holder thereof.

                       (v) The deposit of funds with a bank or trust corporation
         for the purpose of redeeming Series B Preferred Stock shall be
         irrevocable except that:

                           (A) the Corporation shall be entitled to receive from
                  such bank or trust corporation the interest or other earnings,
                  if any, earned on any money so deposited in trust, and the
                  holders of any shares redeemed shall have no claim to such
                  interest or other earnings; and

                           (B) any balance of monies so deposited by the
                  Corporation and unclaimed by the holders of the Series B
                  Preferred Stock entitled thereto at the expiration of two
                  years from the applicable redemption dates shall be repaid,
                  together with any interest or other earnings thereon, to the
                  Corporation, and after any such repayment, the holders of the
                  shares entitled to the funds so repaid to the Corporation
                  shall look only to the Corporation for payment without
                  interest or other earnings.

                  (e) Excess Share Provisions. The Series B Preferred Stock is
         subject to the provisions of Article 11 of the Articles of
         Incorporation, including, without limitation, the provision for the
         redemption of Excess Shares.

                  (f) Status of Redeemed Shares. Any shares of Series B
         Preferred Stock that shall at any time have been redeemed as provided
         herein shall, after such redemption, have the status of authorized but
         unissued shares of Preferred Stock, without designation as to series
         until such shares are thereafter designated as part of a particular
         series by the Board of Directors.

         (6)  Voting Rights.


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                  (a) Holders of the Series B Preferred Stock will not have any
         voting rights, except as set forth below or as otherwise from time to
         time required by law.

                  (b) Whenever dividends on any Series B Preferred Stock shall
         be in arrears for six or more quarterly periods (a "Preferred Dividend
         Default"), the size of the Board of Directors shall automatically
         increase by two directors and the holders of such Series B Preferred
         Stock (voting separately as a class with the holders of all other
         series of Preferred Stock, if any, ranking on a parity with the Series
         B Preferred Stock as to dividends or upon liquidation ("Parity
         Preferred") upon which like voting rights have been conferred and are
         exercisable) will be entitled to vote for the election of such
         additional members of the Board of Directors (the "Preferred
         Directors") (i) at a special meeting called by the holders of record of
         at least 20% of the Series B Preferred Stock or the holders of 20% of
         any other series of such Parity Preferred so in arrears (unless such
         request is received less than 90 days before the date fixed for the
         next annual or special meeting of shareholders) or at the next annual
         meeting of shareholders, and (ii) at each subsequent annual meeting
         until all dividends accumulated on such Series B Preferred Stock for
         the past dividend periods shall have been fully declared and paid or
         declared and a sum sufficient for the payment thereof set aside for
         payment.

                  (c) If and when all accumulated dividends on the Series B
         Preferred Stock shall have been declared and paid in full or declared
         and set aside for payment in full, the holders of the Series B
         Preferred Stock shall be divested of the voting rights set forth in
         Section D.(6)(b) hereof (subject to revesting in the event of each and
         every Preferred Dividend Default) and, if all accumulated dividends
         have been paid in full or declared and set aside for payment in full on
         all other series of Parity Preferred upon which like voting rights have
         been conferred and are exercisable, the term of office of each
         Preferred Director so elected shall terminate. Any Preferred Director
         may be removed at any time with or without cause by the vote of, and
         shall not be removed otherwise than by the vote of, the holders of
         record of a majority of the outstanding Series B Preferred Stock when
         they have the voting rights set forth in Section D.(6)(b) hereof
         (voting separately as a class with all other series of Parity Preferred
         upon which like voting rights have been conferred and are exercisable).
         The Preferred Directors shall each be entitled to one vote per director
         on any matter. So long as a Preferred Dividend Default shall continue,
         any vacancy in the office of a Preferred Director may be filled by
         written consent of the Preferred Director remaining in office, or if
         none remains in office, by a vote of the holders of record of a
         majority of the outstanding Series B Preferred Stock when they have the
         voting rights set forth in Section D.(6)(b) hereof (voting separately
         as a class with all other series of Parity Preferred upon which like
         voting rights have been conferred and are exercisable).

                  (d) So long as any shares of Series B Preferred Stock remain
         outstanding, the Corporation shall not, without the affirmative vote of
         the holders of at least two-thirds of the Series B Preferred Stock
         outstanding at the time, given in person or by proxy, either in writing
         or at a meeting (voting separately as a class): (i) authorize or
         create, or increase the authorized or issued amount of, any class or
         series of capital stock of the Corporation


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         ranking senior to the Series B Preferred Stock with respect to payment
         of dividends or the distribution of assets upon liquidation,
         dissolution or winding up, or reclassify any authorized shares of
         capital stock of the Corporation into any such shares, or create,
         authorize or issue any obligation or security convertible into or
         evidencing the right to purchase any such shares, or (ii) amend, alter
         or repeal the provisions of the Articles of Incorporation, whether by
         merger, consolidation or otherwise, so as to materially and adversely
         affect any right, preference, privilege or voting power of the Series B
         Preferred Stock or the holders thereof; provided, however, that with
         respect to the occurrence of any event set forth in Section
         D.(6)(d)(ii) above, so long as any shares of the Series B Preferred
         Stock remain outstanding with the terms thereof materially unchanged,
         taking into account that upon the occurrence of an event the
         Corporation may not be the surviving entity, the occurrence of any such
         event shall not be deemed to materially and adversely affect any right,
         preference, privilege or voting power of the Series B Preferred Stock
         or the holders thereof, and provided, further, that (i) any increase in
         the amount of the authorized common stock of the Corporation or
         Preferred Stock or the creation or issuance of any other series of
         common stock of the Corporation or Preferred Stock ranking on a parity
         with or junior to the Series B Preferred Stock with respect to payment
         of dividends or the distribution of assets upon liquidation,
         dissolution or winding up, and (ii) any change to the number or
         classification of the Board of Directors, shall not be deemed to
         materially and adversely affect such rights, preferences, privileges or
         voting powers and provided, further, that any amendment to Article 11
         of the Articles of Incorporation relating to Excess Shares, the Limit
         or any other matter described therein of any type or nature shall in no
         event be deemed to materially and adversely affect such rights,
         preferences, privileges or voting powers so long as after such
         amendment, any single "Person" may "Own" (each as defined in Article 11
         of the Articles of Incorporation prior to or after such amendment) 3.9%
         of the value of the outstanding shares of capital stock of the
         Corporation without violating the Limit.

                  On any matter on which the holders of the Series B Preferred
         Stock shall be entitled to vote (as provided herein or by applicable
         law), including any action by written consent, each share of Series B
         Preferred Stock shall have one vote per share, except that when shares
         of any other series of preferred stock shall have the right to vote
         with the Series B Preferred Stock as a single class on any matter, then
         the Series B Preferred Stock and such other series shall have with
         respect to such matters one vote per $25.00 of stated liquidation
         preference.

                  (e) The foregoing voting provisions will not apply, and the
         Series B Preferred Stock will not be entitled to vote, after any notice
         of redemption is mailed to the holders and a sum sufficient to redeem
         the shares of Series B Preferred Stock has been deposited with a bank,
         trust company or other financial institution under an irrevocable
         obligation to pay the redemption price of the holders of such Series B
         Preferred Stock upon surrender of such shares.

         (7) Conversion. The Series B Preferred Stock is not convertible into or
         exchangeable for any other property or securities of the Corporation,
         except that shares of the Series B


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         Preferred Stock may automatically become Excess Shares in accordance
         with Article 11 of the Articles of Incorporation in order to ensure
         that the Corporation remains qualified as a REIT for federal income tax
         purposes.


                                       4.

         This Amendment was adopted on December 15, 2004.


                                       5.

         This Amendment was duly adopted by the Corporation's Board of Directors
without shareholder approval, as such approval was not required.














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         IN WITNESS WHEREOF, Cousins Properties Incorporated has caused these
Articles of Amendment to be executed and sealed by its duly authorized officer
this 15th day of December, 2004.


                                      COUSINS PROPERTIES INCORPORATED




                                      By:    /s/ James A. Fleming
                                             -----------------------------------
                                             James A. Fleming
                                             Executive Vice President and Chief
                                             Financial Officer



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