Exhibit 10(c)

                                 AMENDMENT NO. 1
                                     to the
                           EASTGROUP PROPERTIES, INC.
                         1994 MANAGEMENT INCENTIVE PLAN

                 (as Restated and Amended as of March 11, 1999)



     WHEREAS,  EastGroup  Properties,  Inc.  (the  "Company"),  established  the
EastGroup  Properties,   Inc.  1994  Management  Incentive  Plan  (the  "Plan"),
effective  September 22, 1994, and restated and amended the Plan effective March
11, 1999, and

     WHEREAS,  the Board of Directors of the Company reserved the right to amend
the Plan, with certain limitations, and

     WHEREAS,  the Board of Directors has approved the amendment of the Plan set
forth below.

     NOW, THEREFORE, the Plan is amended effective January 1, 2007, as follows:

     1.  Section 5.3 of the Plan  (Change in Control) is amended by the deletion
of the final paragraph of that Section,  which begins "If the excise tax imposed
by section 4999 of the Internal Revenue Code...."

     IN WITNESS WHEREOF, the Company has caused this amendment to be executed as
of December 29, 2006.

                                    EASTGROUP PROPERTIES, INC.

                                    By: /s/ N. Keith McKey
                                        --------------------
                                        N. Keith McKey
                                        Chief Financial Officer