As filed with the Securities and Exchange Commission on June 10, 2005
                                                         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             (I.R.S. Employer Identification No.)
 Incorporation or Organization)


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

         EastGroup Properties, Inc. 2005 Directors 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)           50,000               Various               $2,083,000             $245.17
------------------------------------------------------------------------------------------------------------
</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 June 6, 2005.
(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. 2005 Directors Equity Incentive Plan.

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

<PAGE>


                                EXPLANATORY NOTE

     This  Registration  Statement on Form S-8 is being filed to register 50,000
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. 2005 Directors 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, 2004.

     o    Our  Quarterly  Report on Form 10-Q for the  quarter  ended  March 31,
          2005.

     o    Our Current  Reports on Form 8-K filed with the Commission on February
          14, 2005, March 30, 2005 and June 6, 2005.

     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

<PAGE>

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,  permits a
corporation,  subject to certain  limitations,  to indemnify any director made a
party to any proceeding by reason of service in that capacity against judgments,
penalties,  fines,  settlements,  and reasonable expenses,  including attorney's
fees, actually incurred by the director in connection with the proceeding unless
(i) the act or omission of the 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;  or (ii) the director  actually received an improper
personal benefit in money,  property,  or services;  or (iii) in the case of any
criminal  proceeding,  the director had reasonable cause to believe that the act
or omission was unlawful.  However, if the proceeding was one by or in the right
of the corporation, indemnification may not be made.

     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

<PAGE>

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. 2005 Directors Equity Incentive
                    Plan  (incorporated  by reference to Appendix B to the proxy
                    material for the 2005 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

<PAGE>

          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.

<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 June 10, 2005.

                           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 on the dates indicated.
<TABLE>
<CAPTION>
     Signature                     Title                          Date
       <S>                          <C>                           <C>
/s/LELAND R. SPEED          Chairman of the Board             June 9, 2005
-----------------------
Leland R. Speed

/s/DAVID H. HOSTER II       Chief Executive Officer,          June 9, 2005
-----------------------     President and Director
David H. Hoster II

/s/N. KEITH MCKEY           Executive Vice President,         June 9, 2005
-----------------------     Chief Financial Officer,
N. Keith McKey              Treasurer and Secretary

/s/BRUCE CORKERN            Senior Vice President and         June 9, 2005
-----------------------     Chief Accounting Officer
Bruce Corkern

/s/D. PIKE ALOIAN           Director                          June 9, 2005
-----------------------
D. Pike Aloian

/s/H.C. BAILEY, JR.         Director                          June 9, 2005
-----------------------
H.C. Bailey, Jr.

/s/HAYDEN C. EAVES III      Director                          June 9, 2005
-----------------------
Hayden C. Eaves III

                            Director
-----------------------
Fredric H. Gould

/s/DAVID M. OSNOS           Director                          June 9, 2005
-----------------------
David M. Osnos

/s/MARY E. SHANAHAN         Director                          June 9, 2005
-----------------------
Mary E. Shanahan
</TABLE>


<PAGE>

                                  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    2005   Directors    Equity   Incentive   Plan
                    (incorporated  by  reference  to  Appendix  B to  the  proxy
                    material for the 2005 Annual Meeting of Stockholders).
[{"type": "S-8", "sequence": "1", "filename": "forms8.txt", "description": "FORM S-8 2005 DIRECTOR'S EQUITY INCENTIVE PLAN", "secsgml_size_bytes": 20211}]
{"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": "333-125719", "film-number": "05890255"}, "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 June 10, 2005
                                                         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             (I.R.S. Employer Identification No.)
 Incorporation or Organization)

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

         EastGroup Properties, Inc. 2005 Directors 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)           50,000               Various               $2,083,000             $245.17
------------------------------------------------------------------------------------------------------------
(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 June 6, 2005.
(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. 2005 Directors Equity Incentive Plan.

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

     This  Registration  Statement on Form S-8 is being filed to register 50,000
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. 2005 Directors 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, 2004.

     o    Our  Quarterly  Report on Form 10-Q for the  quarter  ended  March 31,
          2005.

     o    Our Current  Reports on Form 8-K filed with the Commission on February
          14, 2005, March 30, 2005 and June 6, 2005.

     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,  permits a
corporation,  subject to certain  limitations,  to indemnify any director made a
party to any proceeding by reason of service in that capacity against judgments,
penalties,  fines,  settlements,  and reasonable expenses,  including attorney's
fees, actually incurred by the director in connection with the proceeding unless
(i) the act or omission of the 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;  or (ii) the director  actually received an improper
personal benefit in money,  property,  or services;  or (iii) in the case of any
criminal  proceeding,  the director had reasonable cause to believe that the act
or omission was unlawful.  However, if the proceeding was one by or in the right
of the corporation, indemnification may not be made.

     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. 2005 Directors Equity Incentive
                    Plan  (incorporated  by reference to Appendix B to the proxy
                    material for the 2005 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 June 10, 2005.

                           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 on the dates indicated.
Signature                     Title                          Date
/s/LELAND R. SPEED          Chairman of the Board             June 9, 2005
-----------------------
Leland R. Speed

/s/DAVID H. HOSTER II       Chief Executive Officer,          June 9, 2005
-----------------------     President and Director
David H. Hoster II

/s/N. KEITH MCKEY           Executive Vice President,         June 9, 2005
-----------------------     Chief Financial Officer,
N. Keith McKey              Treasurer and Secretary

/s/BRUCE CORKERN            Senior Vice President and         June 9, 2005
-----------------------     Chief Accounting Officer
Bruce Corkern

/s/D. PIKE ALOIAN           Director                          June 9, 2005
-----------------------
D. Pike Aloian

/s/H.C. BAILEY, JR.         Director                          June 9, 2005
-----------------------
H.C. Bailey, Jr.

/s/HAYDEN C. EAVES III      Director                          June 9, 2005
-----------------------
Hayden C. Eaves III

                            Director
-----------------------
Fredric H. Gould

/s/DAVID M. OSNOS           Director                          June 9, 2005
-----------------------
David M. Osnos

/s/MARY E. SHANAHAN         Director                          June 9, 2005
-----------------------
Mary E. Shanahan
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    2005   Directors    Equity   Incentive   Plan
                    (incorporated  by  reference  to  Appendix  B to  the  proxy
                    material for the 2005 Annual Meeting of Stockholders).