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<SEC-DOCUMENT>0000049600-04-000011.txt : 20041222
<SEC-HEADER>0000049600-04-000011.hdr.sgml : 20041222
<ACCEPTANCE-DATETIME>20041221173610
ACCESSION NUMBER:		0000049600-04-000011
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20041220
ITEM INFORMATION:		Other Events
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20041222
DATE AS OF CHANGE:		20041221

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			EASTGROUP PROPERTIES INC
		CENTRAL INDEX KEY:			0000049600
		STANDARD INDUSTRIAL CLASSIFICATION:	REAL ESTATE INVESTMENT TRUSTS [6798]
		IRS NUMBER:				132711135
		STATE OF INCORPORATION:			MD
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-07094
		FILM NUMBER:		041218421

	BUSINESS ADDRESS:	
		STREET 1:		P O BOX 22728
		CITY:			JACKSON
		STATE:			MS
		ZIP:			39202
		BUSINESS PHONE:		6013543555

	MAIL ADDRESS:	
		STREET 1:		P O BOX 22728
		CITY:			JACKSON
		STATE:			MS
		ZIP:			39202

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	EASTGROUP PROPERTIES II INC
		DATE OF NAME CHANGE:	19970529

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	ICM REALTY
		DATE OF NAME CHANGE:	19830719
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>form8k.txt
<DESCRIPTION>FORM 8-K
<TEXT>
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                           --------------------------

                                    FORM 8-K

                                 Current Report
     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


       Date of Report (date of earliest event reported): December 20, 2004


                           EASTGROUP PROPERTIES, INC.
             ------------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)


         Maryland                        1-07094                 13-2711135
- ----------------------------    ------------------------     -------------------
(State or Other Jurisdiction    (Commission File Number)       (IRS Employer
     of Incorporation)                                       Identification No.)

        300 One Jackson Place, 188 East Capitol Street, Jackson, MS 39201
        -----------------------------------------------------------------
          (Address of Principal Executive Offices, including zip code)

                                 (601) 354-3555
              ----------------------------------------------------
              (Registrant's telephone number, including area code)

                                 Not Applicable
          -------------------------------------------------------------
          (Former name or former address, if changed since last report)

     Check the  appropriate  box below if the Form 8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[_]  Written  communications  pursuant to Rule 425 under the  Securities Act (17
     CFR 230.425)
[_]  Soliciting  material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
     240.14a-12)
[_]  Pre-commencement   communications  pursuant  to  Rule  14d-2(b)  under  the
     Exchange Act (17 CFR 240.14d-2(b))
[_]  Pre-commencement   communications  pursuant  to  Rule  13e-4(c)  under  the
     Exchange Act (17 CFR 240.13e-4(c))


                               Page 1 of 3 Pages
<PAGE>

ITEM 8.01. Other Events

On December 20, 2004,  we entered  into an amendment to our  Shareholder  Rights
Agreement with our Rights Agent.  The amendment  changes the Rights Agreement to
provide for a review of the Rights Agreement by a committee  comprised  entirely
of independent directors at least every three years.

ITEM 9.01. Financial Statements and Exhibits

(c) Exhibits.

A list of exhibits is set forth in the Exhibit Index which immediately  precedes
such Exhibits and is incorporated herein by reference.

                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

Date:    December 21, 2004

                           EASTGROUP PROPERTIES, INC.

                           By: /s/ N. KEITH MCKEY
                               --------------------------
                               N. Keith McKey
                               Executive Vice President, Chief Financial
                               Officer and Secretary

                               Page 2 of 3 Pages
<PAGE>


                                  Exhibit Index


Exhibit No.          Description
- -----------          ------------
99.1                 First Amendment to Rights Agreement dated December 20, 2004
                     between EastGroup Properties, Inc. and Equiserve Trust
                     Company, N.A., as Rights Agent.





                               Page 3 of 3 Pages

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>2
<FILENAME>amendment.txt
<DESCRIPTION>FIRST AMENDMENT TO RIGHTS AGREEMENT
<TEXT>
                                                                    Exhibit 99.1
                                 FIRST AMENDMENT
                                       TO
                                RIGHTS AGREEMENT


     This is the FIRST AMENDMENT dated December 20, 2004 to the Rights Agreement
dated  as of  December  3,  1998  (the  "Rights  Agreement")  between  EASTGROUP
PROPERTIES,  INC., a Maryland  corporation (the "Company"),  and EQUISERVE TRUST
COMPANY, N.A. (successor to Harris Trust and Savings Bank), as Rights Agent (the
"Rights Agent").

     WHEREAS,  the  Company  and the  Rights  Agent  desire to amend the  Rights
Agreement as set forth in the First Amendment to Rights Agreement;

     NOW THEREFORE, the parties hereto agree as follows:

     1.  The Rights Agreement is amended by the addendum new Section 34

     Section  34.  Independent  Director  Review.  It  is  understood  that  the
Nominating and Corporate Governance Committee of the Board (or in the absence of
such  committee,   another   committee  of  the  Board  comprised   entirely  of
Disinterested  Directors)  shall  review and evaluate  this Rights  Agreement in
order to consider whether the maintenance of this Rights Agreement  continues to
be in the  interest of the  Company,  its  stockholders  and any other  relevant
constituencies  of the Company at least every three years or sooner than that in
the event that any Person  shall have made a proposal to the  Company,  or taken
any such other action, that, if effective,  could cause such Person to become an
Acquiring Person  hereunder,  if a majority of the members of the Nominating and
Corporate  Governance  Committee (or in the absence of such  committee,  another
committee of the Board comprised entirely of Disinterested Directors) shall deem
such review and evaluation  appropriate  after giving due regard to all relevant
circumstances.

     Following such review,  the Nominating and Corporate  Governance  Committee
(or in the absence of such committee,  another  committee of the Board comprised
entirely of  Disinterested  Directors)  will  communicate its conclusions to the
full Board of  Directors,  including any  recommendation  in light thereof as to
whether  this  Rights  Agreement  should be  modified  or the  Rights  should be
redeemed.

     2.  All other provisions of the Rights Agreement shall remain in full force
         and effect.

<PAGE>


     IN WITNESS WHEREOF, the parties have executed the First Amendment to Rights
Agreement the date first above written.

                                 EASTGROUP PROPERTIES, INC.

                                 by:  /s/ N. Keith McKey
                                     --------------------------------
                                     N. Keith McKey
                                     Chief Financial Officer



                                 EQUISERVE TRUST COMPANY, N.A.

                                 by:  /s/ Thomas F. Tighe
                                     ---------------------------------
                                     Thomas F. Tighe
                                     Managing Director


</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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