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 23, 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 1.01.  Entry into a Material Definitive Agreement.

The Company  appointed  Wells Fargo Bank,  National  Association as Rights Agent
pursuant to a Second  Amendment to Rights  Agreement  dated as of July 23, 2007.
The Second  Amendment to Rights  Agreement is attached hereto as Exhibit 4.1 and
is incorporated herein by reference.

ITEM 8.01.  Other Events.

Effective  July 23, 2007, the Company  terminated the services of  Computershare
Trust  Company as the Company's  transfer  agent and registrar for shares of the
Company's common stock, $0.0001 par value per share (the "Common Stock") and the
Company's Series D Cumulative  Redeemable  Preferred Stock, par value $.0001 per
share (the "Series D Preferred Stock"), and appointed Wells Fargo Bank, National
Association ("Wells Fargo Shareowner Services" or "Wells Fargo") to serve as the
Company's  transfer agent and registrar for shares of the Company's Common Stock
and Series D Preferred Stock. Contact information for Wells Fargo is as follows:

Wells Fargo Shareowner Services          Wells Fargo Shareowner Services
P.O. Box 64874                           161 N. Concord Exchange
St. Paul, MN 55164-0874                  South St. Paul, MN  55075-1139

Telephone  inquiries should be made to Wells Fargo Shareowner  Services at (800)
468-9716 or (651) 450-4064.

ITEM 9.01.  Financial Statements and Exhibits.

(d) Exhibits.

4.1  Second  Amendment to Rights Agreement dated as of July 23, 2007 between the
     Company and Wells Fargo Bank, National Association, as Rights Agent.

                                   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 23, 2007

                          EASTGROUP PROPERTIES, INC.


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

                               Page 2 of 2 Pages