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): April 11, 2007


                           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))


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ITEM 5.03   Amendments to Articles of Incorporation or Bylaws;  Change in Fiscal
            Year.

On April 11, 2007,  the  Company's  Board of Directors  approved an amendment to
Section 8 of Article VII of the Bylaws of the  Corporation  to provide  that the
Maryland Control Share Acquisition  Statute shall not apply to the voting rights
of any  shares  of  stock of the  Corporation  acquired  by a  person  that is a
registered  investment  advisor  under  the  Investment  Advisors  Act of  1940,
provided  that such  shares  of stock are  acquired  in the  ordinary  course of
business of the acquirer,  in good faith and not with the intent to effect or to
influence  a change of control of the  Corporation.  The  amendment  is attached
hereto as Exhibit 3.1 and is incorporated herein by reference.


ITEM 9.01.  Financial Statements and Exhibits.

(d)   Exhibits.

3.1   Amendment to Bylaws of the Company dated as of April 11, 2007.


                                   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:    April 12, 2007

                                   EASTGROUP PROPERTIES, INC.


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


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