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                                  EXHIBIT 99.2

                        Cousins Properties Incorporated
                             1994 Stock Bonus Plan
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                        COUSINS PROPERTIES INCORPORATED
                             1994 STOCK BONUS PLAN


                                   Section I.

                                    PURPOSE

         The purpose of the Cousins Properties Incorporated 1994 Stock Bonus
Plan (the "Plan") is to (i) provide for the payment of bonus compensation in 
the form of shares of the Common Stock of Cousins Properties Incorporated 
("CPI"), par value $1.00 per share ("Common Stock"), in lieu of cash, to  
certain executive officers and other key employees of CPI, Cousins Real  
Estate Corporation and their affiliates (collectively, the "Company") who 
have made a material contribution to the success of the Company for fiscal 
year 1994 ("Key  Employees"), (ii) provide an additional incentive to Key
Employees to work to increase the value of the Common Stock and (iii) encourage
ownership of Common Stock to further align the Key Employees' interests with 
the interests of CPI's shareholders.

                                  Section II.

                                    SHARES

        There shall be 20,750 shares of Common Stock reserved for use under
this Plan.  All such shares of Common Stock shall be reserved to the extent
that CPI deems appropriate from authorized but unissued shares of Common Stock.

                                  Section III.

                                 EFFECTIVE DATE

         The effective date of this Plan shall be November 22, 1994, the date
it was adopted by the Board of Directors of CPI.

                                  Section IV.

                                 ADMINISTRATION

         This Plan shall be administered by the Compensation, Succession,
Nominating and Board Structure Committee (the "Committee") of the Board of
Directors of CPI.  The Committee acting in its absolute discretion shall
exercise such powers and take such action as expressly called for under this
Plan and, further, the Committee shall have the power to interpret this Plan
and to take such other action (except to the extent the right to take such
action is expressly and exclusively reserved for the Board of Directors of CPI)
in the administration and operation of this Plan as the Committee deems
equitable under the circumstances, which action shall be binding on the
Company, on

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affected Key Employee and on each other person directly or indirectly affected
by such action.

                                   Section V.

                                  ELIGIBILITY

         Only Key Employees shall be eligible for the payment of a bonus of
Common Stock of Shares under this Plan.

                                  Section VI.

                               AWARDS OF SHARES

        The Committee, acting in its absolute discretion, shall decide who is a
Key Employee and the number of shares of Common Stock to be issued to such
Key Employee in lieu of a cash bonus; provided, however, no Common Stock shall
be issued to a Key Employee pursuant to this Plan prior to registration of such
stock under the Securities Act of 1933, as amended (the "Act").  The Committee
shall have the right to make such transfer subject to such conditions, if any,
as the Committee deems appropriate under the circumstances.

                                 Section VII.

                            SECURITIES REGISTRATION

         With respect to Common Stock issued pursuant to this Plan, the
CPI, at its expense, shall take such action as it deems necessary or
appropriate to register the original issuance of such Common Stock to a Key
Employee under the Act or under any other applicable securities laws or to
qualify any such Common Stock for an exemption under any such laws prior to the
issuance of such Common Stock to a Key Employee; however, the Company shall
have no obligation whatsoever to take any such action in connection with the
transfer, resale or other disposition of such Common Stock by a Key Employee.

                                 Section VIII.

                                  LIFE OF PLAN

         No Common Stock shall be issued under this Plan after December 31,
1994.

                                  Section IX.

                            AMENDMENT OR TERMINATION

         This Plan may be amended by the Committee from time to time to the
extent that the Committee deems necessary or appropriate.



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                                   Section X.

                                 MISCELLANEOUS

         This Plan shall be construed under the laws of the State of Georgia.






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