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): July 16, 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))

                               Page 1 of 2 Pages



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

On July 16, 2007,  the  Company's  Board of  Directors  approved an amendment to
Sections  1 and 2 of  Article  VII of the  Bylaws of the  Corporation  to ensure
compliance with NYSE  requirements  for  qualification  for book entry or direct
registration  transactions  for all shares of capital stock 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 EastGroup Properties, Inc. dated as of July 16,
      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:  July 16, 2007

                                          EASTGROUP PROPERTIES, INC.


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

                               Page 2 of 2 Pages