Exhibit 10(d)

                                 AMENDMENT NO. 2
                                     to the
                           EASTGROUP PROPERTIES, INC.
                           2004 EQUITY INCENTIVE PLAN

     WHEREAS,  EastGroup  Properties,  Inc.  (the  "Company"),  established  the
EastGroup  Properties,  Inc. 2004 Equity Incentive Plan (the "Plan"),  effective
April 16, 2004, and

     WHEREAS,  the Board of Directors of the Company reserved the right to amend
the Plan at any time,  provided the amendment does not have an adverse effect on
the  rights of any  participant  under any  outstanding  award or,  without  the
approval of the Company's stockholders,  increase the aggregate number of shares
for which awards may be granted or decrease the minimum exercise price specified
in respect of options or the minimum  base price  specified  in respect of stock
appreciation rights, 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. Subsection (b) of Section 8.7 is amended to read as follows:

     (b) An Award Agreement may provide that upon termination of a Participant's
employment  by reason of death,  Disability,  or  Retirement,  or by the Company
without cause, the Restricted Period for outstanding  Shares of Restricted Stock
granted to the  Participant  shall end and the  Participant's  interest in those
Shares shall become fully vested.

     2. Subsection (b) of Section 9.7 is amended to read as follows:

     (b) An Award Agreement may provide that upon termination of a Participant's
employment  by reason of death,  Disability,  or  Retirement,  or by the Company
without cause, all conditions  attached to delivery or payment of an outstanding
Deferred Stock Unit Award shall end.

     3. Subsection (b) of Section 10.6 is amended to read as follows:

     (b) An Award  Agreement may provide that upon  termination of employment by
reason of death,  Disability,  or Retirement,  or by the Company  without cause,
during a Performance  Period,  the Participant  shall be entitled to a number of
Performance Shares that is prorated, as specified by the Committee.

     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