25232--2/28/2007--COUSINS_PROPERTIES

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General Real Estate Operating Risks Our ownership of commercial real estate involves a number of risks, including general economic and market risks, leasing risk, uninsured losses and condemnation costs, environmental issues, joint venture structure risk and concentration of real estate, the effects of which could adversely affect our business. Compliance or failure to comply with the Americans with Disabilities Act or other safety regulations and requirements could result in substantial costs. We face risks associated with the development of real estate, such as delay, cost overruns and the possibility that we are unable to lease a large portion of the space that we build, which could adversely affect our results. If interest rates or other market conditions for obtaining capital become unfavorable, we may be unable to raise capital needed to build our developments on a timely basis, or we may be forced to borrow money at higher interest rates or under adverse terms, which could adversely affect returns on our development projects, our cash flow and results of operations. Covenants contained in our credit facility and mortgages could restrict or hinder our operational flexibility, which could adversely affect our results of operations. Risks Associated with Multi-Family Projects Any failure to timely sell the multi-family units developed by our Office/Multi-Family Division or an increase in development costs could adversely affect our results of operations. Any failure to receive cash corresponding to previously recognized revenues could adversely affect our future results of operations. Risks Associated with our Land Division Any failure to timely sell the lots developed by our Land Division could adversely affect our results of operations. Any failure to timely sell or lease non-income producing land could adversely affect our results of operations. Risks Associated with our Third Party Management Business Our third party business may experience volatility based on a number of factors, including termination of contracts, which could adversely affect our results of operations. We may not adequately or accurately assess new opportunities, which could adversely impact our results of operations. We are dependent upon key personnel, the loss of any of whom could adversely impair our ability to execute our business. Our restated and amended articles of incorporation contain limitations on ownership of our stock, which may prevent a change in control that might otherwise be in the best interests of our stockholders. Any failure to continue to qualify as a real estate investment trust for federal income tax purposes could have a material adverse impact on us and our stockholders.

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25232--2/28/2007--COUSINS_PROPERTIES_INC