As filed with the Securities and Exchange Commission on July 12, 2004
                                                           Registration No. 333-
--------------------------------------------------------------------------------

                    U. S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                              ---------------------

                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933
                              ---------------------

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

                Maryland                                        13-2711135
(State or Other Jurisdiction of Incorporation                (I.R.S. Employer
          or Organization)                                  Identification No.)

                              300 One Jackson Place
                             188 East Capitol Street
                           Jackson, Mississippi 39201
          (Address of Principal Executive Offices, including Zip Code)
                              ---------------------

              EastGroup Properties, Inc. 2004 Equity Incentive Plan
                            (Full Title of the Plan)
                              ---------------------

            David H. Hoster II, Chief Executive Officer and President
                              300 One Jackson Place
                             188 East Capitol Street
                           Jackson, Mississippi 39201
                     (Name and Address of Agent for Service)

                                 (601) 354-3555
          (Telephone Number, Including Area Code, of Agent for Service)
                              ---------------------

                                    Copy to:
                             Joseph P. Kubarek, Esq.
                        Jaeckle Fleischmann & Mugel, LLP
                                12 Fountain Plaza
                             Buffalo, New York 14202
                                 (716) 856-0600
                              ---------------------

<PAGE>

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------
                                                  Proposed Maximum        Proposed Maximum           Amount of
   Title of Securities          Amount To          Offering Price        Aggregate Offering        Registration
     To Be Registered         Be Registered          Per Share              Price (1)                Fee (1)
---------------------------------------------------------------------------------------------------------------------
        <S>                        <C>                  <C>                   <C>                      <C>
Common Stock, $0.0001 par
value per share  (2)(3)         1,900,000             Various             $  64,343,500             $ 8,152.32
---------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  Determined  in  accordance   with  Rule  457(h)(1)  and  457(c)  under  the
     Securities  Act of 1933 based on the  average of the high and low  reported
     sales prices on the New York Stock Exchange on July 8, 2004.
(2)  Includes associated rights to purchase Series C Preferred Stock pursuant to
     the Rights Agreement dated as of December 3, 1998.
(3)  Pursuant to Rule 416(a) under the Securities Act of 1933, as amended,  this
     Registration  Statement also covers an  indeterminate  number of additional
     shares that may be offered and issued to prevent  dilution  resulting  from
     stock splits,  stock  dividends or similar  transactions as provided in the
     EastGroup Properties, Inc. 2004 Equity Incentive Plan.

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

<PAGE>

                                EXPLANATORY NOTE

     This  Registration  Statement  on  Form  S-8 is  being  filed  to  register
1,900,000 shares of common stock, par value $0.0001 per share ("Common  Stock"),
of EastGroup  Properties,  Inc.  which have been reserved for issuance under the
EastGroup Properties, Inc. 2004 Equity Incentive Plan.

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The documents  containing the information  specified in this Part I will be
sent or  given  to  employees  participating  in the plan  described  herein  as
specified  by Rule  428(b)(1)  of the  Securities  Act of 1933,  as amended (the
"Securities  Act"). In accordance  with the  instructions to Part I of Form S-8,
such documents  need not be filed with the  Securities  and Exchange  Commission
(the  "Commission")  either  as  part  of  this  Registration  Statement  or  as
prospectuses  or prospectus  supplements  pursuant to Rule 424 of the Securities
Act. These  documents and the documents  incorporated  by reference  pursuant to
Item 3 of Part II of this Registration Statement, taken together, constitute the
prospectus as required by Section 10(a) of the Securities Act.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     EastGroup  Properties,  Inc.  (the  "Registrant")  hereby  incorporates  by
reference into this Registration  Statement the following  documents filed by it
with the Commission:

     o    Our Annual Report on Form 10-K for the year ended December 31, 2003.

     o    Our  Quarterly  Report on Form 10-Q for the  quarter  ended  March 31,
          2004.

     o    Our Current  Report on Form 8-K, as filed with the Commission on April
          20, 2004,  incorporating by reference the Registrant's  April 19, 2004
          press  release,  setting  forth the  Registrant's  first  quarter 2004
          earnings.

     o    Our  Registration  Statement on Form 8-B, as filed with the Commission
          on June 5, 1997,  describing the  Registrant's  common stock,  and all
          amendments and reports updating that description.

     In addition,  all documents filed by the Registrant  subsequent to the date
hereof  pursuant  to  Sections  13(a),  13(c),  14 and  15(d) of the  Securities
Exchange Act of 1934, as amended (the "Exchange  Act"),  and prior to the filing
of a post-effective  amendment which indicates that all securities  offered have
been sold or which  deregisters all securities then remaining  unsold,  shall be
deemed to be incorporated by reference in this Registration  Statement and to be
part thereof from the date of filing of such documents.  Any statement contained
in a document  incorporated  or deemed to be  incorporated  by reference  herein
shall be deemed to be modified or superseded  for purposes of this  Registration
Statement  to the  extent  that a  statement  contained  herein  or in any other
subsequently  filed  document which also is or is deemed to be  incorporated  by
reference  herein modifies or supersedes  such statement.  Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

<PAGE>

Item 4. Description of Securities.

     Not  applicable  (the Common Stock is  registered  under  Section 12 of the
Exchange Act).

Item 5. Interests of Named Experts and Counsel.

     Not applicable.

Item 6. Indemnification of Directors and Officers.

     EastGroup's Articles of Incorporation,  as amended  ("Charter"),  contain a
provision authorizing EastGroup to indemnify, to the fullest extent permitted by
Maryland law, its directors and officers,  whether serving  EastGroup or, at its
request,  any other  entity.  Additionally,  the  Charter  provides  that to the
fullest extent permitted by Maryland law, no director or officer shall be liable
to EastGroup or its stockholders for money damages.

     Section 2-418 of the Maryland General Corporation Law (the "Indemnification
Statute"),  the law of the state in which  EastGroup  is  organized,  empowers a
corporation,  subject to certain  limitations,  to  indemnify  its  officers and
directors against expenses,  including  attorneys' fees,  judgments,  penalties,
fines, settlements and expenses, actually and reasonably incurred by them in any
suit or proceeding to which they are parties.  Indemnification,  however, is not
permitted  if the act or omission of the officer or director was material to the
matter giving rise to the proceeding and was committed in bad faith,  or was the
result of active and deliberate dishonesty. Additionally, indemnification is not
permitted if the officer or director  received an improper  personal benefit or,
with respect to a criminal action or proceeding,  the officer or director had no
reasonable  cause  to  believe  his  or  her  conduct  was  unlawful.   Finally,
indemnification  is not  permitted if a director or officer is found liable in a
proceeding brought by or in the right of the corporation.

     EastGroup   has   entered   into   an   indemnification    agreement   (the
"Indemnification  Agreement")  with each of its directors and officers,  and the
Board of Directors  has  authorized  EastGroup to enter into an  Indemnification
Agreement  with each of the future  directors  and  officers of  EastGroup.  The
Indemnification  Statute  permits a  corporation  to indemnify its directors and
officers;  however, it also authorizes other arrangements for indemnification of
directors and officers,  including insurance.  The Indemnification  Agreement is
intended to provide indemnification to the maximum extent allowed by the laws of
the State of Maryland.

<PAGE>

     The  Indemnification  Agreement  provides that EastGroup  shall indemnify a
director or officer who is a party to the Agreement (the  "Indemnitee") if he or
she was or is a party to or otherwise  involved in any  proceeding  by reason of
the fact that he or she was or is a director or officer of EastGroup,  or was or
is  serving at its  request in a certain  capacity  of another  entity,  against
losses incurred in connection with the defense or settlement of such proceeding.
The provisions in the Indemnification Agreement are similar to those provided in
the  Indemnification  Statute.   According  to  the  Indemnification  Agreement,
however, an Indemnitee who pays any amount in settlement of a proceeding without
EastGroup's written consent is not entitled to indemnification.

Item 7. Exemption From Registration Claimed.

     Not applicable.

Item 8. Exhibits.

<TABLE>
<CAPTION>
Exhibit Number    Description
      <S>            <C>
       5          Opinion of Jaeckle Fleischmann & Mugel, LLP as to the legality of
                  the securities being registered (filed herewith).

       23.1       Consent of KPMG LLP (filed herewith).

       23.2       Consent of Jaeckle Fleischmann & Mugel, LLP (included in Exhibit 5).

       24         Power of Attorney (included on signature page).

       99         EastGroup Properties, Inc. 2004 Equity Incentive Plan (incorporated by
                  reference to Appendix D to the proxy material for the 2004 Annual
                  Meeting of Stockholders).
</TABLE>

Item 9. Undertakings.

     (a) The undersigned Registrant hereby undertakes:

     (1) To file,  during any period in which  offers or sales are being made, a
post-effective amendment to this Registration Statement:

               (i) To include any prospectus required by Section 10(a)(3) of the
          Securities Act, as amended;

               (ii) To reflect  in the  prospectus  any facts or events  arising
          after the effective date of this  Registration  Statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in this Registration  Statement.  Notwithstanding  the foregoing,  any
          increase  or decrease  in volume of  securities  offered (if the total
          dollar  value of  securities  offered  would not exceed that which was
          registered)  and  any  deviation  from  the  low  or  high  end of the
          estimated  maximum  offering  range  may be  reflected  in the form of
          prospectus  filed with the  Commission  pursuant to Rule 424(b) if, in
          the aggregate,  the changes in volume and price represent no more than
          a 20 percent change in the maximum aggregate  offering price set forth
          in the  "Calculation  of  Registration  Fee"  table  in the  effective
          Registration Statement; and

<PAGE>

               (iii) To include any  material  information  with  respect to the
          plan of  distribution  not  previously  disclosed in the  Registration
          Statement  or  any  material   change  to  such   information  in  the
          Registration Statement;

provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs  is  contained  in periodic  reports  filed with or  furnished to the
Commission  by the  Registrant  pursuant  to Section 13 or Section  15(d) of the
Exchange Act that are incorporated by reference in the Registration Statement.

     (2) That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new Registration
Statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

     (3) To remove from registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
offering.

     (b) The  undersigned  Registrant  hereby  undertakes  that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act that is  incorporated  by reference in the  Registration  Statement
shall be deemed to be a new  registration  statement  relating to the securities
offered herein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act may be  permitted to  directors,  officers  and  controlling  persons of the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
has been advised that in the opinion of the Commission such  indemnification  is
against  public  policy as expressed in the  Securities  Act and is,  therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by the  Registrant of expenses  incurred or
paid by a  director,  officer or  controlling  person of the  Registrant  in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.

<PAGE>

                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Jackson, State of Mississippi, on July 12, 2004.

                           EASTGROUP PROPERTIES, INC.


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


                               POWERS OF ATTORNEY

     We, the undersigned directors and officers of EastGroup Properties, Inc., a
Maryland corporation, do hereby constitute and appoint David H. Hoster II and N.
Keith McKey, each and either of them, our true and lawful  attorneys-in-fact and
agents,  with full power of substitution and  resubstitution,  to do any and all
acts and things in our names and on our behalf in our  capacities  as  directors
and  officers and to execute any and all  instruments  for us and in our name in
the  capacities  indicated  below,  which  said  attorneys  and  agents may deem
necessary or advisable to enable said  corporation to comply with the Securities
Act of 1933 and any rules,  regulations  and  requirements of the Securities and
Exchange  Commission,  in connection with this  Registration  Statement,  or any
Registration  Statement for this  offering  that is to be effective  upon filing
pursuant  to  Rule  462(b)  under  the   Securities   Act  of  1933,   including
specifically,   but  without  limitation,  any  and  all  amendments  (including
post-effective  amendments)  hereto;  and we hereby  ratify and confirm all that
said  attorneys and agents,  or either of them,  shall do or cause to be done by
virtue thereof.

<PAGE>

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement and the foregoing Powers of Attorney have been signed by
the following persons in the capacities and as of the dates indicated.

<TABLE>
<CAPTION>

           Signature                          Title                        Date
        <S>                                 <C>                             <C>
/s/ LELAND R. SPEED                  Chairman of the Board             July 12, 2004
-------------------------
Leland R. Speed

/s/ DAVID H. HOSTER II               Chief Executive Officer,          July 12, 2004
-------------------------            President and Director
David H. Hoster II

/s/ N. KEITH MCKEY                   Executive Vice President, Chief   July 12, 2004
-------------------------            Financial Officer, Treasurer
N. Keith McKey                       and Secretary

/s/BRUCE CORKERN                     Senior Vice President and         July 12, 2004
-------------------------            Controller
Bruce Corkern

/s/ D. PIKE ALOIAN                   Director                          July 12, 2004
-------------------------
D. Pike Aloian

/s/ ALEXANDER G. ANAGNOS             Director                          July 12, 2004
-------------------------
Alexander G. Anagnos

/s/ H.C. BAILEY, JR.                 Director                          July 12, 2004
-------------------------
H.C. Bailey, Jr.

/s/ HAYDEN C. EAVES III              Director                          July 12, 2004
-------------------------
Hayden C. Eaves III

/s/ FREDRIC H. GOULD                 Director                          July 12, 2004
-------------------------
Fredric H. Gould

/s/ DAVID M. OSNOS                   Director                          July 12, 2004
-------------------------
David M. Osnos
</TABLE>


<PAGE>

                                  EXHIBIT INDEX
<TABLE>
<CAPTION>

Exhibit Number    Description
      <S>              <C>
      5           Opinion of Jaeckle Fleischmann & Mugel, LLP as to the legality of
                  the securities being registered (filed herewith).

      23.1        Consent of KPMG LLP (filed herewith).

      23.2        Consent of Jaeckle Fleischmann & Mugel, LLP (included in Exhibit 5).

      24          Power of Attorney (included on signature page).

      99          EastGroup's 2004 Equity Incentive Plan  (incorporated by reference to
                  Appendix D to the proxy material for the 2004 Annual Meeting of
                  Stockholders).
</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "plan.txt", "description": "FORM S-8 2004 EQUITY INCENTIVE PLAN", "secsgml_size_bytes": 20526}]
{"company-data": {"conformed-name": "EASTGROUP PROPERTIES INC", "cik": "0000049600", "assigned-sic": "6798", "irs-number": "132711135", "state-of-incorporation": "MD", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-117308", "film-number": "04910328"}, "business-address": {"street1": "P O BOX 22728", "city": "JACKSON", "state": "MS", "zip": "39202", "phone": "6013543555"}, "mail-address": {"street1": "P O BOX 22728", "city": "JACKSON", "state": "MS", "zip": "39202"}, "former-company": [{"former-conformed-name": "EASTGROUP PROPERTIES II INC", "date-changed": "19970529"}, {"former-conformed-name": "ICM REALTY", "date-changed": "19830719"}]}
As filed with the Securities and Exchange Commission on July 12, 2004
                                                           Registration No. 333-
--------------------------------------------------------------------------------

                    U. S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                              ---------------------

                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933
                              ---------------------

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

                Maryland                                        13-2711135
(State or Other Jurisdiction of Incorporation                (I.R.S. Employer
          or Organization)                                  Identification No.)

                              300 One Jackson Place
                             188 East Capitol Street
                           Jackson, Mississippi 39201
          (Address of Principal Executive Offices, including Zip Code)
                              ---------------------

              EastGroup Properties, Inc. 2004 Equity Incentive Plan
                            (Full Title of the Plan)
                              ---------------------

            David H. Hoster II, Chief Executive Officer and President
                              300 One Jackson Place
                             188 East Capitol Street
                           Jackson, Mississippi 39201
                     (Name and Address of Agent for Service)

                                 (601) 354-3555
          (Telephone Number, Including Area Code, of Agent for Service)
                              ---------------------

                                    Copy to:
                             Joseph P. Kubarek, Esq.
                        Jaeckle Fleischmann & Mugel, LLP
                                12 Fountain Plaza
                             Buffalo, New York 14202
                                 (716) 856-0600
                              ---------------------
CALCULATION OF REGISTRATION FEE
---------------------------------------------------------------------------------------------------------------------
                                                  Proposed Maximum        Proposed Maximum           Amount of
   Title of Securities          Amount To          Offering Price        Aggregate Offering        Registration
     To Be Registered         Be Registered          Per Share              Price (1)                Fee (1)
---------------------------------------------------------------------------------------------------------------------
Common Stock, $0.0001 par
value per share  (2)(3)         1,900,000             Various             $  64,343,500             $ 8,152.32
---------------------------------------------------------------------------------------------------------------------
(1)  Determined  in  accordance   with  Rule  457(h)(1)  and  457(c)  under  the
     Securities  Act of 1933 based on the  average of the high and low  reported
     sales prices on the New York Stock Exchange on July 8, 2004.
(2)  Includes associated rights to purchase Series C Preferred Stock pursuant to
     the Rights Agreement dated as of December 3, 1998.
(3)  Pursuant to Rule 416(a) under the Securities Act of 1933, as amended,  this
     Registration  Statement also covers an  indeterminate  number of additional
     shares that may be offered and issued to prevent  dilution  resulting  from
     stock splits,  stock  dividends or similar  transactions as provided in the
     EastGroup Properties, Inc. 2004 Equity Incentive Plan.

 ------------------------------------------------------------------------------
EXPLANATORY NOTE

     This  Registration  Statement  on  Form  S-8 is  being  filed  to  register
1,900,000 shares of common stock, par value $0.0001 per share ("Common  Stock"),
of EastGroup  Properties,  Inc.  which have been reserved for issuance under the
EastGroup Properties, Inc. 2004 Equity Incentive Plan.

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The documents  containing the information  specified in this Part I will be
sent or  given  to  employees  participating  in the plan  described  herein  as
specified  by Rule  428(b)(1)  of the  Securities  Act of 1933,  as amended (the
"Securities  Act"). In accordance  with the  instructions to Part I of Form S-8,
such documents  need not be filed with the  Securities  and Exchange  Commission
(the  "Commission")  either  as  part  of  this  Registration  Statement  or  as
prospectuses  or prospectus  supplements  pursuant to Rule 424 of the Securities
Act. These  documents and the documents  incorporated  by reference  pursuant to
Item 3 of Part II of this Registration Statement, taken together, constitute the
prospectus as required by Section 10(a) of the Securities Act.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     EastGroup  Properties,  Inc.  (the  "Registrant")  hereby  incorporates  by
reference into this Registration  Statement the following  documents filed by it
with the Commission:

     o    Our Annual Report on Form 10-K for the year ended December 31, 2003.

     o    Our  Quarterly  Report on Form 10-Q for the  quarter  ended  March 31,
          2004.

     o    Our Current  Report on Form 8-K, as filed with the Commission on April
          20, 2004,  incorporating by reference the Registrant's  April 19, 2004
          press  release,  setting  forth the  Registrant's  first  quarter 2004
          earnings.

     o    Our  Registration  Statement on Form 8-B, as filed with the Commission
          on June 5, 1997,  describing the  Registrant's  common stock,  and all
          amendments and reports updating that description.

     In addition,  all documents filed by the Registrant  subsequent to the date
hereof  pursuant  to  Sections  13(a),  13(c),  14 and  15(d) of the  Securities
Exchange Act of 1934, as amended (the "Exchange  Act"),  and prior to the filing
of a post-effective  amendment which indicates that all securities  offered have
been sold or which  deregisters all securities then remaining  unsold,  shall be
deemed to be incorporated by reference in this Registration  Statement and to be
part thereof from the date of filing of such documents.  Any statement contained
in a document  incorporated  or deemed to be  incorporated  by reference  herein
shall be deemed to be modified or superseded  for purposes of this  Registration
Statement  to the  extent  that a  statement  contained  herein  or in any other
subsequently  filed  document which also is or is deemed to be  incorporated  by
reference  herein modifies or supersedes  such statement.  Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.
Item 4. Description of Securities.

     Not  applicable  (the Common Stock is  registered  under  Section 12 of the
Exchange Act).

Item 5. Interests of Named Experts and Counsel.

     Not applicable.

Item 6. Indemnification of Directors and Officers.

     EastGroup's Articles of Incorporation,  as amended  ("Charter"),  contain a
provision authorizing EastGroup to indemnify, to the fullest extent permitted by
Maryland law, its directors and officers,  whether serving  EastGroup or, at its
request,  any other  entity.  Additionally,  the  Charter  provides  that to the
fullest extent permitted by Maryland law, no director or officer shall be liable
to EastGroup or its stockholders for money damages.

     Section 2-418 of the Maryland General Corporation Law (the "Indemnification
Statute"),  the law of the state in which  EastGroup  is  organized,  empowers a
corporation,  subject to certain  limitations,  to  indemnify  its  officers and
directors against expenses,  including  attorneys' fees,  judgments,  penalties,
fines, settlements and expenses, actually and reasonably incurred by them in any
suit or proceeding to which they are parties.  Indemnification,  however, is not
permitted  if the act or omission of the officer or director was material to the
matter giving rise to the proceeding and was committed in bad faith,  or was the
result of active and deliberate dishonesty. Additionally, indemnification is not
permitted if the officer or director  received an improper  personal benefit or,
with respect to a criminal action or proceeding,  the officer or director had no
reasonable  cause  to  believe  his  or  her  conduct  was  unlawful.   Finally,
indemnification  is not  permitted if a director or officer is found liable in a
proceeding brought by or in the right of the corporation.

     EastGroup   has   entered   into   an   indemnification    agreement   (the
"Indemnification  Agreement")  with each of its directors and officers,  and the
Board of Directors  has  authorized  EastGroup to enter into an  Indemnification
Agreement  with each of the future  directors  and  officers of  EastGroup.  The
Indemnification  Statute  permits a  corporation  to indemnify its directors and
officers;  however, it also authorizes other arrangements for indemnification of
directors and officers,  including insurance.  The Indemnification  Agreement is
intended to provide indemnification to the maximum extent allowed by the laws of
the State of Maryland.
The  Indemnification  Agreement  provides that EastGroup  shall indemnify a
director or officer who is a party to the Agreement (the  "Indemnitee") if he or
she was or is a party to or otherwise  involved in any  proceeding  by reason of
the fact that he or she was or is a director or officer of EastGroup,  or was or
is  serving at its  request in a certain  capacity  of another  entity,  against
losses incurred in connection with the defense or settlement of such proceeding.
The provisions in the Indemnification Agreement are similar to those provided in
the  Indemnification  Statute.   According  to  the  Indemnification  Agreement,
however, an Indemnitee who pays any amount in settlement of a proceeding without
EastGroup's written consent is not entitled to indemnification.

Item 7. Exemption From Registration Claimed.

     Not applicable.

Item 8. Exhibits.
Exhibit Number    Description
5          Opinion of Jaeckle Fleischmann & Mugel, LLP as to the legality of
                  the securities being registered (filed herewith).

       23.1       Consent of KPMG LLP (filed herewith).

       23.2       Consent of Jaeckle Fleischmann & Mugel, LLP (included in Exhibit 5).

       24         Power of Attorney (included on signature page).

       99         EastGroup Properties, Inc. 2004 Equity Incentive Plan (incorporated by
                  reference to Appendix D to the proxy material for the 2004 Annual
                  Meeting of Stockholders).
Item 9. Undertakings.

     (a) The undersigned Registrant hereby undertakes:

     (1) To file,  during any period in which  offers or sales are being made, a
post-effective amendment to this Registration Statement:

               (i) To include any prospectus required by Section 10(a)(3) of the
          Securities Act, as amended;

               (ii) To reflect  in the  prospectus  any facts or events  arising
          after the effective date of this  Registration  Statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in this Registration  Statement.  Notwithstanding  the foregoing,  any
          increase  or decrease  in volume of  securities  offered (if the total
          dollar  value of  securities  offered  would not exceed that which was
          registered)  and  any  deviation  from  the  low  or  high  end of the
          estimated  maximum  offering  range  may be  reflected  in the form of
          prospectus  filed with the  Commission  pursuant to Rule 424(b) if, in
          the aggregate,  the changes in volume and price represent no more than
          a 20 percent change in the maximum aggregate  offering price set forth
          in the  "Calculation  of  Registration  Fee"  table  in the  effective
          Registration Statement; and
(iii) To include any  material  information  with  respect to the
          plan of  distribution  not  previously  disclosed in the  Registration
          Statement  or  any  material   change  to  such   information  in  the
          Registration Statement;

provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs  is  contained  in periodic  reports  filed with or  furnished to the
Commission  by the  Registrant  pursuant  to Section 13 or Section  15(d) of the
Exchange Act that are incorporated by reference in the Registration Statement.

     (2) That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new Registration
Statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

     (3) To remove from registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
offering.

     (b) The  undersigned  Registrant  hereby  undertakes  that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act that is  incorporated  by reference in the  Registration  Statement
shall be deemed to be a new  registration  statement  relating to the securities
offered herein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act may be  permitted to  directors,  officers  and  controlling  persons of the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
has been advised that in the opinion of the Commission such  indemnification  is
against  public  policy as expressed in the  Securities  Act and is,  therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by the  Registrant of expenses  incurred or
paid by a  director,  officer or  controlling  person of the  Registrant  in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.
SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Jackson, State of Mississippi, on July 12, 2004.

                           EASTGROUP PROPERTIES, INC.

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

                               POWERS OF ATTORNEY

     We, the undersigned directors and officers of EastGroup Properties, Inc., a
Maryland corporation, do hereby constitute and appoint David H. Hoster II and N.
Keith McKey, each and either of them, our true and lawful  attorneys-in-fact and
agents,  with full power of substitution and  resubstitution,  to do any and all
acts and things in our names and on our behalf in our  capacities  as  directors
and  officers and to execute any and all  instruments  for us and in our name in
the  capacities  indicated  below,  which  said  attorneys  and  agents may deem
necessary or advisable to enable said  corporation to comply with the Securities
Act of 1933 and any rules,  regulations  and  requirements of the Securities and
Exchange  Commission,  in connection with this  Registration  Statement,  or any
Registration  Statement for this  offering  that is to be effective  upon filing
pursuant  to  Rule  462(b)  under  the   Securities   Act  of  1933,   including
specifically,   but  without  limitation,  any  and  all  amendments  (including
post-effective  amendments)  hereto;  and we hereby  ratify and confirm all that
said  attorneys and agents,  or either of them,  shall do or cause to be done by
virtue thereof.
Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement and the foregoing Powers of Attorney have been signed by
the following persons in the capacities and as of the dates indicated.
Signature                          Title                        Date
/s/ LELAND R. SPEED                  Chairman of the Board             July 12, 2004
-------------------------
Leland R. Speed

/s/ DAVID H. HOSTER II               Chief Executive Officer,          July 12, 2004
-------------------------            President and Director
David H. Hoster II

/s/ N. KEITH MCKEY                   Executive Vice President, Chief   July 12, 2004
-------------------------            Financial Officer, Treasurer
N. Keith McKey                       and Secretary

/s/BRUCE CORKERN                     Senior Vice President and         July 12, 2004
-------------------------            Controller
Bruce Corkern

/s/ D. PIKE ALOIAN                   Director                          July 12, 2004
-------------------------
D. Pike Aloian

/s/ ALEXANDER G. ANAGNOS             Director                          July 12, 2004
-------------------------
Alexander G. Anagnos

/s/ H.C. BAILEY, JR.                 Director                          July 12, 2004
-------------------------
H.C. Bailey, Jr.

/s/ HAYDEN C. EAVES III              Director                          July 12, 2004
-------------------------
Hayden C. Eaves III

/s/ FREDRIC H. GOULD                 Director                          July 12, 2004
-------------------------
Fredric H. Gould

/s/ DAVID M. OSNOS                   Director                          July 12, 2004
-------------------------
David M. Osnos
EXHIBIT INDEX
Exhibit Number    Description
5           Opinion of Jaeckle Fleischmann & Mugel, LLP as to the legality of
                  the securities being registered (filed herewith).

      23.1        Consent of KPMG LLP (filed herewith).

      23.2        Consent of Jaeckle Fleischmann & Mugel, LLP (included in Exhibit 5).

      24          Power of Attorney (included on signature page).

      99          EastGroup's 2004 Equity Incentive Plan  (incorporated by reference to
                  Appendix D to the proxy material for the 2004 Annual Meeting of
                  Stockholders).