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                                  EXHIBIT 4.2

                        Amended Bylaws of the Registrant
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                                   BYLAWS OF

                        COUSINS PROPERTIES INCORPORATED


                                   ARTICLE I.

                                  SHAREHOLDERS


        Section 1.  Annual Meeting.  The annual meeting of the shareholders for
the election of Directors and for the transaction of such other business as may
properly come before the meeting shall be held at such place, either within or
without the State of Georgia, on such date and at such time as the Board of
Directors may by resolution provide, or if the Board of Directors fails to
provide, then such meeting shall be held at the principal office of the
Corporation at 2:00 P.M. on the last day in April of each year, or, if such
date is a legal holiday, on the next succeeding business day.  The Board of
Directors may specify by resolution prior to any special meeting of
shareholders held within the year that such meeting shall be in lieu of the
annual meeting.

        Section 2.  Special Meeting; Call and Notice of Meetings.  Special
meetings of the shareholders may be called at any time by the Board of
Directors, the Chairman of the Board of Directors, the President or upon
written request of the holders of at least twenty-five per cent (25%) of the
outstanding common stock.  Such meetings shall be held at such place, either
within or without the State of Georgia, as is stated in the call and notice
thereof.  Written notice of each meeting of shareholders, stating the time and
place of the meeting, and the purpose of any special meeting, shall be mailed
to each shareholder entitled to vote at or to notice of such meeting at his
address shown on the books of the Corporation not less than ten (10) nor more
than sixty (60) days prior to such meeting unless such shareholder waives
notice of the meeting.  Any shareholder may execute a waiver of notice, in
person or by proxy, either before or after any meeting, and shall be deemed to
have waived notice if he is present at such meeting in person or by proxy. 
Neither the business transacted at, nor the purpose of, any meeting need be
stated in the waiver of notice of such meeting, except that, with respect to a
waiver of notice of a meeting at which (i) an
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amendment to the Articles of Incorporation; (ii) a share exchange; (iii) a sale
of all or substantially all of the Corporation's assets; or (iv) any other
action which would entitle shareholders of the Corporation to dissent is
considered, information as required by the Georgia Business Corporation Code
must be delivered to the shareholder prior to his execution of the waiver of
notice or the waiver itself must conspicuously and specifically waive the right
to such information.

         Notice of any meeting may be given by the President, the Secretary,
Assistant Secretary or by the person or persons calling such meeting.  No
notice need be given of the time and place of reconvening of any adjourned
meeting, if the time and place to which the meeting is adjourned are announced
at the adjourned meeting.

        Section 3.  Quorum; Required Shareholder Vote.  A quorum for the
transaction of business at any annual or special meeting of shareholders shall
exist when the holders of a majority of the outstanding shares entitled to vote
are represented either in person or by proxy at such meeting.  If a quorum is
not present, a meeting of shareholders may be adjourned from time to time by
the vote of shares having a majority of the votes of shares represented at such
meeting, until a quorum is present.  If a quorum is present, action on a matter
is approved if the votes cast favoring the action exceed the votes cast
opposing the action, except in the election of directors, which shall be by a
plurality of votes cast, unless a greater vote is required by law, by the
Articles of Incorporation or by these Bylaws.  When a quorum is once present to
organize a meeting, the shareholders present may continue to do business at the
meeting or at any adjournment thereof (unless a new record date is or must be
set for the adjourned meeting) notwithstanding the withdrawal of enough
shareholders to leave less than a quorum.  The holders of a majority of the
voting shares represented at a meeting, whether or not a quorum is present, may
adjourn such meeting from time to time.

        Section 4.  Proxies.  A shareholder may vote either in person or by a
proxy which he has duly executed in writing.  No proxy shall be valid after
eleven (11) months from the date of its execution unless a longer period is
expressly provided in the proxy.

        Section 5.  Action of Shareholders Without Meeting.  Any action
required to be, or which may be, taken at a meeting of the shareholders, may be
taken without a meeting if written consent, setting forth the actions so taken,
shall be signed by all the shareholders



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entitled to vote with respect to the subject matter thereof, except that
information as required by the Georgia Business Corporation Code must be
delivered to the shareholders prior to their execution of the consent or the
consent must conspicuously and specifically waive the right to such
information.  Such consent shall have the same force and effect as a unanimous
affirmative vote of the shareholders and shall be filed with the minutes of the
proceedings of the shareholders.


                                  ARTICLE II.

                                   DIRECTORS

        Section 1.  Power of Directors.  The Board of Directors shall manage
the business of the Corporation and may exercise all the powers of the
Corporation, subject to any restrictions imposed by law, by the Articles of
Incorporation or by these Bylaws.

        Section 2.  Composition of the Board.  The Board of Directors of the
Corporation shall consist of not less than three (3) nor more than twelve (12)
natural persons of the age of eighteen years or over but, if at least a
majority of the outstanding shares of capital stock of the Corporation having
the power to vote for the election of directors is owned of record by one
shareholder, the Board of Directors may consist of only one director.  The
exact number of Directors within the specified minimum and maximum shall be
fixed by resolution of the Directors from time to time or by resolution of the
shareholders from time to time. Directors need not be residents of the State of
Georgia or shareholders of the Corporation.  At each annual meeting the
shareholders shall fix the number of directors and elect the directors, who
shall serve until their successors are elected and qualified; provided that the
shareholders may, if the votes cast favoring the action exceed the votes cast
opposing the action, increase or reduce the number of directors by amendment to
the Bylaws, but no decrease shall have the effect of shortening the term of any
incumbent Director.  At any shareholders' meeting with respect to which notice
of such purpose has been given, the entire Board of Directors or any individual
Director may be removed, with or without cause, by the affirmative vote of the
holders of a majority of the shares entitled to vote at an election of
directors.

        Section 3.  Meetings of the Board; Notice of Meetings; Waiver of
Notice.  The annual meeting of the Board of Directors for the purpose of
electing officers and transacting such other business as may be brought before
the meeting shall be held each year immediately



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following the annual meeting of shareholders.  The Board of Directors may by
resolution provide for the time and place of other regular meetings and no
notice of such regular meetings need be given.  Special meetings of the Board
of Directors may be called by the Chairman of the Board of Directors, by the
President or by any two Directors, and notice of the date, time and place of
such meetings shall be given to each Director at least two (2) days before the
meeting.  Any Director may execute a waiver of notice, either before or after
any meeting, and shall be deemed to have waived notice if he is present at such
meeting.  Neither the business to be transacted at, nor the purpose of, any
meeting of the Board of Directors need be stated in the notice or waiver of
notice of such meeting.  Any meeting may be held at any place within or without
the State of Georgia.

        Section 4.  Quorum; Vote Requirement.  A majority of the number of      
directors last fixed by the shareholders shall constitute a quorum for the
transaction of business at any meeting.  In no case shall less than two
directors constitute a quorum, except that when a board consists of only one
director as authorized in Article II, Section 2 hereof, then one director shall
constitute a quorum.  When a quorum is present, the vote of a majority of the
directors present and voting shall be the act of the Board of Directors, unless
a greater vote is required by law, by the Articles of Incorporation or by these
Bylaws.

        Section 5.  Action of Board Without Meeting.  Any action required or
permitted to be taken at a meeting of the Board of Directors or any committee
thereof may be taken without a meeting if written consent, setting forth the
action so taken, is signed by all the Directors or committee members and filed
with the minutes of the proceedings of the Board of Directors or committee. 
Such consent shall have the same force and effect as a unanimous affirmative
vote of the Board of Directors or committee, as the case may be.

        Section 6.  Committees.  The Board of Directors, by resolution adopted
by a majority of all of the Directors, may designate from among its members an
Executive Committee, and/or other committees (which may include, by way of
example and not as a limitation, a Compensation Committee, an Audit Committee,
and a Nominating and Board Structure Committee), each composed of at least one
(1) Director who shall elect from among themselves a committee chairman, unless
such chairman has been appointed by the full Board of Directors, which may
exercise such authority as it is delegated by the Board of Directors, provided
that no committee shall have the authority of the Board of Directors to (1)
approve or propose to



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shareholders action which requires the approval of the shareholders of the
Corporation, (2) fill vacancies on the Board of Directors or on any of its
committees, (3) amend the Articles of Incorporation pursuant to Section
14-2-1002 of the Georgia Business Corporation Code, (4) adopt, amend or repeal
the Bylaws of the Corporation, or (5) approve a plan of merger not requiring
shareholder approval.

        Section 7.  Vacancies.  A vacancy occurring in the Board of Directors
may be filled by the shareholders or by the Board of Directors or, if the
Directors remaining in office constitute fewer than a quorum of the Board of
Directors, by the affirmative vote of a majority of the remaining Directors, or
by the sole remaining Director, as the case may be.  A Director elected to fill
a vacancy shall serve for the unexpired term of his predecessor in office, or
if such vacancy occurs by reason of an amendment to these Bylaws increasing the
number of directors, until the next election of directors by the shareholders
and the election and qualification of the successor.

        Section 8.  Telephone Conference Meetings.  Unless the Articles of
Incorporation otherwise provide, members of the Board of Directors, or any
committee designated by the Board of Directors, may participate in a meeting of
the Board or committee by means of telephone conference or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and participation in a meeting pursuant to this
Section 8 shall constitute presence in person at such meeting.

        Section 9.  Fees and Expenses.  A fee and reimbursement for expenses
for attendance at meetings of the Board of Directors or any committee thereof
may be fixed by resolution of the Board of Directors.


                                  ARTICLE III.

                                    OFFICERS

        Section 1.  Executive Structure of the Corporation.  The officers of
the Corporation shall consist of a Chairman of the Board of Directors, a
President, and Executive Vice President, one or more Vice Presidents, a
Secretary, one or more Assistant Secretaries, a Treasurer and such other
officers or assistant officers, including Vice Presidents, as may be elected by
the Board of Directors.  Each officer shall hold office for the term for which
he has



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been elected or appointed and until his successor has been elected or appointed
and has qualified, or until his earlier resignation, removal from office or
death.  Any two or more offices may be held by the same person.  The Board of
Directors may designate one or more Executive or Senior Vice Presidents and may
designate the order in which they and other Vice Presidents may act.

        Section 2.  Chairman of the Board of Directors.  The Chairman of the
Board of Directors shall give general supervision and direction to the affairs
of the Corporation, subject to the direction of the Board of Directors.  He
shall preside at all meetings of the shareholders.

        Section 3.  President.  The President shall be in charge of the
day-to-day affairs of the Corporation, subject to the direction of the Board of
Directors and the Chairman of the Board of Directors.  He shall preside at all
meetings of the shareholders in the absence of the Chairman of the Board of
Directors and shall act in the case of absence or disability of the Chairman of
the Board of Directors.

        Section 4.  Executive Vice President.  The Executive Vice President
shall act in the case of absence or disability of the President.

        Section 5.  Secretary.  The Secretary and one or more Assistant
Secretaries shall keep the minutes of the proceedings of the shareholders and
of the Board of Directors, and shall have custody of the seal of the
Corporation.

        Section 6.  Treasurer.  The Treasurer shall be responsible for the
maintenance of the proper financial books and records for the Corporation.  The
Treasurer shall have the custody of all moneys and securities of the
Corporation and shall keep regular records of accounts and balance the same
each month.  He shall sign such instruments as require his signature.

        Section 7.  Other Duties and Authority.  Each officer, employee and
agent of the Corporation shall have such other duties and authority as may be
conferred upon him by the Board of Directors or delegated to him by the
Chairman of the Board of Directors.

        Section 8.  Removal of Officers.  Any officer may be removed at any
time by the Board of Directors and such vacancy may be filled by the Board of
Directors.  This provision shall not prevent the making of a contract of
employment for a definite term with any officer and shall have no effect upon
any cause of action which any officer may have as a result of removal in breach
of contract of employment.



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        Section 9.  Compensation.  The salaries of the officers shall be fixed
from time to time by the Compensation Committee of the Board of Directors.  No
officer shall be prevented from receiving such salary by reason of the fact
that he is also a Director of the Corporation.


                                  ARTICLE IV.

                                     STOCK

        Section 1.  Stock Certificates.  The shares of the Corporation shall be
represented by certificates in such form as may be approved by the Board of
Directors, which certificates shall be issued to the shareholders of the
Corporation, and each of which shall bear the name of the shareholder, the
number of shares represented, and the date of issue; and which shall be signed
by the Chairman of the Board of Directors, the President, the Secretary or an
Assistant Secretary of the Corporation; and which shall be sealed with the seal
of the Corporation.  No share certificate shall be issued until the
consideration for the shares represented thereby has been fully paid.

         A facsimile of the seal of the Corporation may be used in connection
with the share certificates of the Corporation.  Facsimile signatures of the
officers named in this Section may be used in connection with said certificates
if the certificate is countersigned, either manually or by facsimile, by a
transfer agent or registered by a registrar other than the Corporation itself
or an employee of the Corporation.  In the event any officer whose facsimile
signature has been placed upon a certificate shall cease to be such officer
before the certificate is issued, the certificate may be issued with the same
effect as if such person was an officer at the date of issue.

        Section 2.  Transfer of Stock.  Shares of stock of the Corporation
shall be transferred only on the books of the Corporation upon surrender to the
Corporation of the certificate or certificates representing the shares to be
transferred accompanied by an assignment in writing of such shares properly
executed by the shareholder of record or his duly authorized attorney-in-fact
and with all taxes on the transfer having been paid.  The Corporation may
refuse any requested transfer until furnished evidence satisfactory to it that
such transfer is proper.  Upon the surrender of a certificate for transfer of
stock, such certificate shall at once be conspicuously marked on its face
"Cancelled" and filed with the permanent stock records of the Corporation. The
Board of Directors may make such additional rules concerning the issuance,
transfer and



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registration of stock and requirements regarding the establishment of lost,
destroyed or wrongfully taken stock certificates (including any requirement of
an indemnity bond prior to issuance of any replacement certificate) as it deems
appropriate or as may be required by any transfer agent or registrar designated
by the Board of Directors.

        Section 3.  Transfer Agents and Registrars.  The Board of Directors
may, in its discretion, appoint responsible banks or trust companies in such
city or cities as the Board of Directors may deem advisable, from time to time,
to act as transfer agents and registrars of stock of the Corporation; and, upon
such appointments being made, no stock certificate shall be valid until
countersigned by one of such transfer agents and registered by one of such
registrars.

        Section 4.  Registered Shareholders.  The Corporation may deem and
treat the holder of record of any stock as the absolute owner for all purposes
and shall not be required to take any right or claim of right of any other
person.

        Section 5.  Record Date.  For the purpose of determining shareholders
entitled to notice of or to vote at any meeting of shareholders or any
adjournment thereof, or entitled to receive payment of any dividend, or in
order to make a determination of shareholders for any other purpose, the Board
of Directors of the Corporation may fix in advance a date as the record date
for any such determination of shareholders, such date in any case to be not
more than seventy (70) days and, in the case of a meeting of shareholders, not
less than ten (10) days prior to the date on which the particular action,
requiring such determination of shareholders, is to be taken.


                                   ARTICLE V.

                       DEPOSITORIES, SIGNATURES AND SEAL

        Section 1.  Depositories.  All funds of the Corporation shall be
deposited in the name of the Corporation in such bank, banks, other financial
institutions or depositories as the Board of Directors may from time to time
designate and shall be drawn out on checks, drafts or other orders upon
appropriate direction on behalf of the Corporation by such person or persons as
the Board of Directors may from time to time designate.

        Section 2.  Contracts and Deeds.  All contracts, deeds and other
instruments shall be signed on behalf of the Corporation by the Chairman of the
Board of Directors or by such



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other officer, officers, agent or agents as the Board of Directors may from
time to time by resolution provide.

        Section 3. Seal.  The seal of the Corporation shall be as follows:




         The seal may be lithographed or otherwise printed on any document and
shall have, to the extent permitted by law, the same force and effect as if it
had been affixed and attested manually.


                                  ARTICLE VI.

                                   INDEMNITY

         (a)  Any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative and whether formal or
informal (including any action by or in the right of the Corporation), by
reason of the fact that he is or was a Director of the Corporation or who while
a Director of the Corporation was serving as the Corporation's request as a
director, officer, partner, agent or employee of another corporation,
partnership, joint venture, employee benefit plan, trust or other enterprise,
shall be indemnified by the Corporation against expenses (including reasonable
attorneys fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit, or proceeding;
provided, that a Director of the Corporation shall not be so indemnified for
such judgments, fines, amounts paid in settlement or expenses incurred in any
such proceeding in which the Director is adjudged liable to the Corporation;
(i) for any appropriation, in violation of his duties, of any business
opportunity of the Corporation; (ii) for acts or omissions which involve
intentional misconduct or a knowing violation of law; (iii) for the types of
liability for unlawful distributions and dividends as set forth in Section
14-2-832 of the Georgia Business Corporation Code; or (iv) for any transaction
from which the Director derives an improper personal benefit.  Expenses
incurred by any Director indemnified hereunder in defending any such action,
suit or proceeding shall be paid by the



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Corporation in advance of the final disposition of such action, suit or
proceeding, upon receipt of the written affirmation of such Director's good
faith belief that he has met the standards of conduct required hereunder.

         (b)  Any person who was or is party or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative and whether formal or
informal (including any action by or in the right of the corporation), by
reason of the fact that he is or was an officer, agent or employee of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer, partner, agent or employee of another corporation,
partnership, joint venture, employee benefit plan, trust or other enterprise,
shall be indemnified by the Corporation against expenses (including reasonable
attorney's fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or proceeding
to the maximum extent permitted from time to time by, and in the manner
provided from time to time by, the Georgia Business Corporation Code.  Expenses
incurred by any person who may be indemnified hereunder in defending any
action, suit or proceeding shall be paid by the Corporation in advance of the
final disposition of such action, suit or proceeding, upon receipt of an 
undertaking by or on behalf of such person to repay such amount if it shall 
ultimately be determined that he is not entitled to be indemnified by the 
Corporation.

         (c)  Upon receipt of a claim for indemnification hereunder, the
Corporation shall cause a determination to be made in accordance with
applicable law and this Bylaw as to whether the claimant has met the applicable
standard of conduct, and the Corporation shall pay the claim to the extent that
the determination is favorable to the person making the claim.  Each person who
shall act as a director, officer, employee or agent of the Corporation or,
at the request of the Corporation, as a director, officer, partner, employee or
agent of another corporation, partnership, joint venture, employee benefit
plan, trust or other enterprise, shall be deemed to be doing so in reliance
upon the right of indemnification provided for in this Article VI, and this
Article VI constitutes a contract between the Corporation and each of the
persons from time to time entitled to indemnification hereunder that may not be
modified without the consent of such persons as to occurrences prior to notice
to such persons of such modification.



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                                  ARTICLE VII.

                              AMENDMENT OF BYLAWS

         The Board of Directors shall have the power to alter, amend or repeal
the Bylaws or adopt new bylaws, but any bylaws adopted by the Board of
Directors may be altered, amended or repealed and new bylaws adopted by the
shareholders.  The shareholders may prescribe that any bylaw or bylaws adopted
by them shall not be altered, amended or repealed by the Board of Directors.
Action by the Directors with respect to the Bylaws shall be taken by an
affirmative vote of a majority of all of the Directors then in office.  Action
by the shareholders with respect to the Bylaws shall be taken if the votes cast
in favor of the action exceed the votes cast opposing the action.



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