Exhibit 10(f)


                                 AMENDMENT NO. 1
                                     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, 2005, as follows:

     1. Section 8.1 of the Plan is amended to read as follows:

     8.1 Restricted  Stock Award. A Restricted  Stock Award is a grant of Shares
in  which  the   Participant's   interest  will  become  vested  only  upon  the
satisfaction,  lapse,  or waiver of  specified  conditions,  which may  include,
without  limit,  the  performance  of  future  services  or the  achievement  of
performance  goals.  The  "Restricted  Period" is the period between the date of
grant of Restricted  Stock and the date as of which the vesting  conditions with
respect to a Share of Restricted Stock are satisfied, lapse, or are waived. If a
grant of  Restricted  Stock is not based  upon the  achievement  of  performance
objectives during a time period set by the Committee,  and the only condition on
vesting is performance  of future  services,  the  Restricted  Period shall not,
subject to Section 8.7, be shorter than three years;  the Award may vest ratably
over that period.

     IN WITNESS WHEREOF, the Company has caused this amendment to be executed as
of September 7, 2005.

                                       EASTGROUP PROPERTIES, INC.



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

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