SUBJECT TO COMPLETION
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 7, 1995
REGISTRATION NO. 33-

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM S-8
ON
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

EASTGROUP PROPERTIES
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

MARYLAND 13-2711135
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)

300 ONE JACKSON PLACE
188 EAST CAPITOL STREET
JACKSON, MISSISSIPPI 39201-2195
(601) 354-3555
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGRISTRANT'S PRINCIPAL EXECUTIVE
OFFICES)

EASTGROUP PROPERTIES 1994
MANAGEMENT INCENTIVE PLAN
EASTGROUP PROPERTIES 1989 INCENTIVE PLAN
(FULL TITLE OF THE PLANS)
DAVID H. HOSTER II, PRESIDENT
300 ONE JACKSON PLACE
188 EAST CAPITOL STREET
JACKSON, MISSISSIPPI 39201-2195
(601) 354-3555
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)

COPIES TO:
JOSEPH P. KUBAREK, Esq.
Jaeckle, Fleischmann & Mugel
800 Fleet Bank Building
Buffalo, New York 14202
(716) 856-0600

Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of this Registration Statement.

If the only securities being registered on this Form are being offered
pursuant to a dividend or interest reinvestment plan, please check the
following box. / /

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than the securities offered only in connection with dividend or
interest reinvestment plans, check the following box. / /

CALCULATION OF REGISTRATION FEE

Proposed Proposed
Amount Maximum Maximum
Title of Each Class of Securities to be to be Offering Price Aggregate Amount of
Registered Registered* Per Unit** Offering Price** Registration Fee

Shares of Beneficial Interest, $1.00 par value
per share . . . . . . . . . . . . . . . . . . . . 216,981 $19.625 $4,258,252.13 $1468.36

* In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the employee benefit plans described herein.
** Estimated solely for purposes of calculating the registration fee on the
basis of the average of the closing prices, as reported on the New York
Stock Exchange, of the shares of beneficial interest, on July 5, 1995.
2
EASTGROUP PROPERTIES
CROSS REFERENCE SHEET SHOWING THE LOCATION
IN THE PROSPECTUS OF THE INFORMATION
REQUIRED BY PART I OF FORM S-3

ITEM OF PART I OF FORM S-3 HEADINGS IN PROSPECTUS
-------------------------- ----------------------

1. Forepart of the Registration Statement Forepart and Outside Front Cover Page
and Outside Front Cover Page of Prospectus

2. Inside Front and Outside Back Cover Pages of Inside Front Cover Page; Available
Prospectus Information; Incorporation of Documents by
Reference

3. Summary Information, Risk Factors and Ratio of Not Applicable
Earnings to Fixed Charges

4. Use of Proceeds Not Applicable - See Cover Page of Prospectus

5. Determination of Offering Price Cover Page

6. Dilution Not Applicable

7. Selling Security Holders Selling Shareholders

8. Plan of Distribution Plan of Distribution

9. Description of Securities to be Registered Plan of Distribution; Description of Capital
Stock

10. Interests of Named Experts and Counsel Not Applicable

11. Material Changes Not Applicable

12. Incorporation of Certain Information by Reference Incorporation of Documents by Reference

13. Disclosure of Commission Position on Indemnification of Trustees and Officers
Indemnification for Securities Act Liabilities

3
PART I

In accordance with the instructional Note to Part 1 of Form S-8 as
promulgated by the Securities and Exchange Commission, the information
specified by Part 1 of Form S-8 has been omitted from this Registration
Statement on Form S-8 for offers of shares of beneficial interest of EastGroup
Properties pursuant to the benefit plans referred to herein. The documents
containing the information required by Part I of the Registration Statement
will be sent or given to the plan participants. The prospectus filed as part
of this Registration Statement has been prepared in accordance with the
requirements of Form S-3 and may be used for reofferings and resales of
unregistered shares of beneficial interest acquired pursuant to the benefit
plans referred to herein and for the reofferings and resales of registered
shares of beneficial interest of EastGroup Properties which may be issued in
the future upon the exercise of options granted under the benefit plans
referred to herein (hereinafter such prospectus will be referred to as the
"Prospectus").

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EASTGROUP PROPERTIES
RESALE PROSPECTUS

This Prospectus is being used in connection with the offering from
time to time by certain shareholders (the "Selling Shareholders") of EastGroup
Properties (the "Trust"), of shares of beneficial interest, $1.00 par value per
share ("Shares"), of the Trust which may be acquired upon the exercise of stock
options pursuant to the EastGroup Properties 1994 Management Incentive Plan
(the "1994 Plan") and Shares previously acquired upon the exercise of stock
options pursuant to the EastGroup Properties 1989 Incentive Plan (the "1989
Plan"), (collectively the 1994 Plan and the 1989 Plan are referred to herein as
the "Plans"). The Trust will receive no proceeds from the sale by the Selling
Shareholders of the Shares.

The Shares issuable upon exercise of the options covered by the Plans
may be sold from time to time by the Selling Shareholders or by pledgees,
donees, transferees or other successors in interest. Such sales may be made on
the New York Stock Exchange (the "NYSE") at prices and at terms then prevailing
or at prices related to the then current market price, or in negotiated
transactions. All discounts, commissions or fees incurred in connection with
the sale of the Shares offered hereby will be paid by the Selling Shareholders
or by the purchasers of the Shares, except that the expenses of preparing and
filing this Prospectus and the related Registration Statement with the
Securities and Exchange Commission (the "Commission"), and of registering or
qualifying the Shares will be paid by the Trust.

The Shares of the Trust are listed on the NYSE under the symbol EGP.
The closing price of the Trust's Shares as reported on the NYSE on July 6, 1995
was $19.50.
_______________________________

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

SEE RISK FACTORS FOR A DISCUSSION OF CERTAIN FACTORS THAT SHOULD BE
CONSIDERED BY PROSPECTIVE INVESTORS IN THE SHARES OF BENEFICIAL INTEREST
OFFERED HEREBY.
_____________________________

THE ATTORNEY GENERAL OF THE STATE OF NEW YORK
HAS NOT PASSED ON OR ENDORSED THE MERITS OF THIS OFFERING.
ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
_____________________________

The Date of this Prospectus is ___________________, 1995.

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No person is authorized to give any information or to make any
representations, other than as contained herein, in connection with the offer
made in this Prospectus, and any information or representation not contained
herein must not be relied upon as having been authorized by the Trust or the
Selling Shareholders. This Prospectus does not constitute an offer to sell or
a solicitation of an offer to buy any security other than the Shares offered by
this Prospectus, nor does it constitute an offer to sell or a solicitation of
any offer to buy any Shares offered hereby to any person in any jurisdiction
where it is unlawful to make such an offer or solicitation to such person.
Neither the delivery of this Prospectus nor any sale hereunder shall under any
circumstances create any implication that information contained herein is
correct as of any time subsequent to the date hereof.

AVAILABLE INFORMATION

The Trust is subject to the information requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Commission. Reports, proxy statements and other information filed by the Trust
can be inspected and copied at the public reference facilities maintained by
the Commission at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549 and
at the Commission's Regional Offices at 7 World Trade Center, 13th Floor, New
York, New York 10048 and Northwestern Atrium Center, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661 and copies of such material can be obtained
at prescribed rates from the Public Reference Section of the Commission at 450
Fifth Street, N.W., Room 1024, Washington, D.C. 20549. The Shares are listed
on the NYSE, 20 Broad Street, New York, New York 10005 and reports, proxy
statements and other information filed by the Trust can be inspected at the
library of such exchange.

In addition, the Trust will provide without charge to each person to
whom this Prospectus is delivered, upon either the written or oral request of
such person, the Annual Report to Shareholders for the Trust's latest fiscal
year and a copy of any or all of the documents incorporated herein by reference
other than exhibits to such documents. See "Incorporation of Documents By
Reference." Such requests should be directed to the Trust's Secretary,
EastGroup Properties, 300 One Jackson Place, 188 East Capitol Street, Jackson,
Mississippi 39201-2195, telephone number (601) 354-3555.

INCORPORATION OF DOCUMENTS BY REFERENCE

The following documents filed with the Commission are incorporated
herein by reference:

(i) The Trust's Annual Report on Form 10-K for the fiscal year
ended December 31, 1994;

(ii) The Trust's Quarterly Report on Form 10-Q for the period ended
March 31, 1995; and

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(iii) All other reports filed with the Commission by the Trust
pursuant to Section 13(a) or 15(d) of the Exchange Act since
December 31, 1994 and prior to the date of this Prospectus.

All documents filed by the Trust pursuant to Sections 13, 14 or 15(d)
of the Exchange Act, after the date hereof and before the termination of the
offering shall be deemed incorporated by reference into this Prospectus and to
be a part hereof from the date of filing such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained herein, or in any
subsequently filed document which also is or is deemed to be incorporated by
reference, modifies or supersedes such statement. Any statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.

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TABLE OF CONTENTS

The Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

Selling Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

Description of Capital Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

Indemnification of Trustees and Officers . . . . . . . . . . . . . . . . . . . . . . . . . . 6

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THE TRUST

Founded in 1969, EastGroup Properties (the "Trust") is an equity real
estate investment trust which owns a balanced portfolio of income producing
real estate properties, with a primary emphasis on garden apartment complexes
and selected industrial and office properties in the southeastern and
southwestern United States. The Trust owns or has an interest in 10 apartment
complexes with a total of 1,949 apartment units, 20 industrial properties with
a total of 2,397,000 square feet and 4 office buildings with a total of 451,000
square feet.

The Trust's balanced portfolio of real estate assets reflects the
Trust's investment strategy. The Trust seeks to purchase well-located,
undermanaged and undervalued properties at attractive initial yields (defined
as estimated net operating income for the twelve months following acquisition
divided by the Trust's total investment) and to improve the operation and cash
flow performance of such properties through the implementation of aggressive,
"hands-on" management techniques, operating efficiencies and, where
appropriate, renovation and expansion. The Trust believes that investment
opportunities which meet its objectives will often vary by property type based
on economic conditions and real estate market cycles. The Trust's management
has extensive experience in the acquisition, ownership and operation of
apartment, industrial and office properties and the Trust is therefore able to
capitalize on acquisition opportunities among all of these property categories.

The Trust's principal offices are located at 300 One Jackson Place,
188 East Capitol Street, Jackson, Mississippi 39201-2195, and its telephone
number is (601) 354-3555.

RISK FACTORS

There are certain risks inherent in the ownership of real estate and
the securities of companies that own real estate. These risks include, among
others: adverse changes in general or local economic conditions; adverse
changes in interest rates and in the availability of permanent mortgage funds
which may render the acquisition, sale or refinancing of properties difficult
or unattractive; existing laws, rules and regulations and judicial decisions
regarding liability for a variety of potential problems related to real estate
generally; adverse changes in real estate, zoning, environmental or land-use
laws; increases in real property taxes and federal or local economic or rent
controls; other governmental rules; increases in operating costs and the need
for additional capital and tenant improvements; the supply of and demand for
properties; possible insolvencies and other material defaults by tenants;
overbuilding in certain markets; ability to obtain or maintain full occupancy
of properties or to provide for adequate maintenance or insurance; the presence
of hazardous waste materials; mechanics liens resulting from construction;
property related claims and litigation; fiscal policies; and acts of God. The
illiquidity of real estate investments generally impairs the ability of real
estate owners to respond quickly to changed circumstances.

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SELLING SHAREHOLDERS

The following table sets forth the name of each Selling Shareholder
under the Plans, his or her position(s) with the Trust during the past three
years, the number of Shares of each Selling Shareholder (i) owned of record as
of July 6, 1995; (ii) which are registered hereunder; and (iii) the number of
Shares to be owned by each such Selling Shareholder assuming the exercise of
all options granted under the Plan and the sale of all Shares acquired upon the
exercise of such options. There can be no assurance that any of the Selling
Shareholders will offer for sale or sell any or all of the Shares offered by
them pursuant to this Prospectus.

Number of
Shares Owned
Number of Number of Number of Assuming
Position Held with Shares 1994 Plan 1989 Plan Sale of Shares
the Trust For Owned as of Shares to be Shares to be Registered
Name the Past 3 Years July 6, 1995 Registered Registered Hereunder
---- ------------------ ------------ -------------- -------------- -------------

Leland R. Speed Trustee and Chief 88,341 50,000 11,671 3 76,670 1
Executive Officer

David H. Hoster II Trustee and President 24,4282 40,000 21,158 3 3,270 2

Steven G. Rogers Executive Vice President 8,246 5,000 2,746 3 5,500
until December 31, 1994

N. Keith McKey Executive Vice 10,361 25,000 7,156 3 3,205
President, Chief
Financial Officer and
Secretary
Marshall Loeb Vice President since 1,360 10,000 0 1,360
1995; Asset Manager
through 1994

____________________

1 Number is 1.8 percent of the outstanding
Shares at July 6, 1995.

2 Includes 3,120 Shares beneficially owned by Mr.
Hoster's wife and daughters, as to which he disclaims beneficial
ownership.

3 These Shares are included in the Number of Shares
Owned as of July 6, 1995 column.

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10

Jann James Vice President since 320 8,000 0 320
1995; Asset Manager
through 1994

Diane Hayman Controller 0 8,000 0 0

Linda Young Executive Assistant 0 5,000 0 0

Leigh Ann Howell Executive Assistant 0 2,000 0 0
since 1995

Rob Bassett Vice President since 0 5,000 0 0
1995; Building Manager
through 1994

Edna Range Data Processor since 0 2,000 0 0
1993; Account Payable
Clerk since 1995

Stephen Howell Assistant Controller 0 5,000 0 0
since 1995

Lisa McCary Asset Manager 0 3,000 0 0

June Dumas Executive Assistant 0 1,250 0 0

Shannon Dumas Cash and Payroll 0 500 0 0
Administrator since
1995; Runner through
1994

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Jack Sullenberger Construction Engineer 0 4,000 0 0

Sharon Allen Apartment Manager 0 500 0 0

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PLAN OF DISTRIBUTION

The Shares may be sold from time to time by the Selling Shareholders
or by pledgees, donees, transferees or other successors in interest. Such
sales may be made on the NYSE at prices and at terms then prevailing or at
prices related to the then current market price, or in negotiated transactions.
The Shares may be sold by one or more of the following: (a) a block trade in
which the broker or dealer so engaged will attempt to sell the shares as agent
but may position and resell a portion of the block as principal to facilitate
the transaction; (b) purchases by a broker or dealer for its account pursuant
to this Prospectus; or (c) ordinary brokerage transactions and transactions in
which the broker solicits purchases. In effecting sales, brokers or dealers
engaged by the Selling Shareholders may arrange for other brokers or dealers to
participate. Brokers or dealers will receive commissions or discounts from
Selling Shareholders in amounts to be negotiated immediately prior to the sale.
Such brokers or dealers and any other participating brokers or dealers may be
deemed to be "underwriters" within the meaning of the Securities Act in
connection with such sales. The expenses of preparing and filing this
Prospectus and the related Registration Statement with the Commission will be
paid by the Trust. The Selling Shareholders have been advised that they are
subject to the applicable provisions of the Exchange Act, including without
limitation, Rules 10b-5, 10b-6 and 10b-7 thereunder.

DESCRIPTION OF CAPITAL STOCK

The following summary and descriptions do not purport to be complete,
and reference is made to the Trust's Restated Declaration of Trust, as amended
(the "Declaration of Trust"), and the Trustees' Regulations of the Trust for
the complete provisions thereof.

The Trust's authorized capital stock consists of 10,000,000 Shares.
As of July 6, 1995 there were 4,226,656 Shares issued and outstanding. All
outstanding Shares participate equally in distributions when and as declared by
the Trustees of the Trust and in the assets available for distribution after
payment of liabilities upon termination of the Trust. Holders of Shares have
no preference, conversion, exchange or preemptive rights. Shares are not
redeemable, except that the Declaration of Trust authorizes the Trustees to
redeem Shares if the Trustees are of the good faith opinion that the direct or
indirect beneficial ownership of Shares has or may become concentrated to such
an extent as to jeopardize the Trust's status as a real estate investment trust
for Federal income tax purposes. The redemption price will be determined by
the Trustees in good faith.

With respect to the appointment and election of Trustees, shareholders
of the Trust annually elect all of the Trustees for a one-year term. The
Declaration of Trust provides that the number of Trustees shall be established
by the Board of Trustees, that vacancies on the

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Board of Trustees shall be filled by a written appointment signed by a majority
of the Trustees then in office, and that the Trustees shall continue to serve
as such until they resign, die or are removed by two-thirds in interest of the
shareholders. Holders of Shares are entitled to cumulative voting rights for
the election of Trustees, pursuant to which each shareholder shall be entitled
to as many votes in the election of Trustees as shall equal the number of
Shares owned by such shareholder multiplied by the number of Trustees to be
elected, and such shareholder may cast all such votes for a single candidate
for Trustee or distribute them among two or more candidates as such shareholder
may determine in his discretion.

The Declaration of Trust provides the following limited rights to
shareholders in addition to the right to vote for Trustees: the vote of
two-thirds in interest of such Shares is necessary to consent to the
termination of the Trust or the amendment to the Declaration of Trust, and the
holders of one-fourth in interest may cause a meeting of shareholders to be
called. The Declaration of Trust provides that no other action by the
shareholders shall bind the Trustees. At any meeting of shareholders,
shareholders of record are entitled to one vote for each Share held, except
that shareholders are entitled to cumulative voting rights described above in
the election of Trustees.

LEGAL MATTERS

The legality of the issuance of the Shares offered hereby is being
passed upon for the Trust by Jaeckle, Fleischmann & Mugel, Buffalo, New York.

EXPERTS

The consolidated financial statements and schedules of the Trust as of
December 31, 1994 and 1993, and for each of the years in the three-year period
ended December 31, 1994, have been incorporated by reference herein and in the
registration statement in reliance upon the reports of KPMG Peat Marwick LLP,
independent certified public accountants, also incorporated by reference
herein, and upon the authority of said firm as experts in accounting and
auditing.

INDEMNIFICATION OF TRUSTEES AND OFFICERS

The Trust's Declaration of Trust contains a provision authorizing the
Trust to indemnify and hold harmless, to the fullest extent permitted by
Maryland law, Trustees and officers involved in an action, suit or proceeding.

Section 2-418 of the Maryland General Corporation Law (the
"Indemnification Statute"), the law of the state in which the Trust is
organized, empowers a Trust, subject to certain limitations, to indemnify its
officers and Trustees against expenses, including attorneys' fees,

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judgments, penalties, fines, settlements and expenses, actually and reasonably
incurred by them in any suit or proceeding to which they are parties unless the
act or omission of the Trustee was material to the matter giving rise to the
proceeding and was committed in bad faith, or was the result of active and
deliberate dishonesty or the Trustee received an improper personal benefit or,
with respect to a criminal action or proceeding, unless they had no reasonable
cause to believe their conduct to be unlawful.

The Trust has entered into an indemnification agreement (the
"Indemnification Agreement") with each of its Trustees and officers, and the
Board of Trustees has authorized the Trust to enter into an Indemnification
Agreement with each of the future Trustees and officers of the Trust. The
Indemnification Statute permits a corporation to indemnify its Trustees and
officers. However, the protection that is specifically afforded by the
Indemnification Statute authorizes other arrangements for indemnification of
Trustees and officers, including insurance. The Board has approved and the
shareholders have ratified the Indemnification Agreement, which is intended to
provide indemnification to the maximum extent allowable by, or not in violation
of, or offensive to, any law of the State of Maryland.

The Indemnification Agreement provides that the Trust shall indemnify
a trustee or officer who is a party to the agreement (the "Indemnitee") if he
was or is a party to or otherwise involved in any proceeding by reason of the
fact that he was or is a Trustee or officer of the Trust, or was or is serving
at its request in a certain capacity of another entity, against losses incurred
in connection with the defense or settlement of such proceeding. This
indemnification shall be provided to the fullest extent permitted by Maryland
law. This is similar to the indemnification provided by the Indemnification
Statute except that indemnification is not available to the Indemnitee who is
adjudged liable on the basis that personal benefit was improperly received or
who pays any amount in settlement of a proceeding without the Trust's written
consent.

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PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3 (FORM S-8). INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents filed by the Trust with the Commission are
incorporated in this Registration Statement by reference:

(a) The Trust's Annual Report on Form 10-K for the year ended
December 31, 1994;

(b) The Trust's Quarterly Report on Form 10-Q for the fiscal quarter
ended March 31, 1995;

All documents subsequently filed by the Trust pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in the Registration Statement and to be part
hereof from the date of filing of such documents (such documents, and the
documents enumerated above, being hereinafter referred to as "Incorporated
Documents").

Any statement contained in an Incorporated Document shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
Incorporated Document modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, as so modified or
superseded, to constitute a part of this Registration Statement.

ITEM 4 (FORM S-8). DESCRIPTION OF SECURITIES.

Not applicable.

ITEM 5 (FORM S-8). INTERESTS OF NAMED EXPERTS AND COUNSEL.

Not applicable.

ITEM 6 (FORM S-8) AND ITEM 15 (FORM S-3). INDEMNIFICATION OF TRUSTEES AND
OFFICERS.

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The Indemnification Statute empowers a Trust, subject to certain
limitations, to indemnify its officers and Trustees against expenses, including
attorneys' fees, judgments, penalties, fines, settlements and expenses,
actually and reasonably incurred by them in any suit or proceeding to which
they are parties unless the act or omission of the Trustee was material to the
matter giving rise to the proceeding and was committed in bad faith, or was the
result of active and deliberate dishonesty or the Trustee received an improper
personal benefit or, with respect to a criminal action or proceeding, unless
they had no reasonable cause to believe their conduct to be unlawful.

The Trust has entered into an Indemnification Agreement with each of
its Trustees and officers, and the Board of Trustees has authorized the Trust
to enter into an Indemnification Agreement with each of the future Trustees and
officers of the Trust. The Indemnification Statute permits a corporation to
indemnify its Trustees and officers. However, the protection that is
specifically afforded by the Indemnification Statute authorizes other
arrangements for indemnification of Trustees and officers, including insurance.
The Board has approved and the shareholders have ratified the Indemnification
Agreement, which is intended to provide indemnification to the maximum extent
allowable by, or not in violation of, or offensive to, any law of the State of
Maryland.

The Indemnification Agreement provides that the Trust shall indemnify
an Indemnitee if he was or is a party to or otherwise involved in any
proceeding by reason of the fact that he was or is a Trustee or officer of the
Trust, or was or is serving at its request in a certain capacity of another
entity, against losses incurred in connection with the defense or settlement of
such proceeding. This indemnification shall be provided to the fullest extent
permitted by Maryland law. This is similar to the indemnification provided by
the Indemnification Statute except that indemnification is not available to the
Indemnitee who is adjudged liable on the basis that personal benefit was
improperly received or who pays any amount in settlement of a proceeding
without the Trust's written consent.

ITEM 7 (FORM S-8). EXEMPTION FROM REGISTRATION CLAIMED.

The Trust has granted 216,981 options to purchase Shares pursuant to
the Plans. Options for 174,250 Shares have been exercised pursuant to the 1989
Plan and options for 42,731 Shares have been exercised pursuant to the 1991
Plan.

All of the aforementioned issuances of securities have been made in
reliance upon the exemption from registration found in Section 4(2) of the
Securities Act. In the above described transactions, each
optionholder/stockholder was a trustee, officer or employee of the Trust,
having full access to information concerning the Trust and each had the
opportunity to verify the information supplied to him or her. The share
certificate issued on exercise of the options has been impressed with a
restrictive legend and stop transfer instructions have been lodged with the
Trust's transfer agent.

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ITEM 8 (FORM S-8) AND ITEM 16 (FORM S-3). EXHIBITS.

Exhibit
Number Description of Exhibits
- ------ -----------------------

4(a) Restated Declaration of Trust dated December 14, 1971 (incorporated by reference to Exhibit 3 of the
Registrant's 1980 Annual Report on Form 10-K and to Exhibit 20 of the Registrant's May 31, 1981 Quarterly
Report on Form 10-Q)

(b) Amendment to the Restated Declaration of Trust effective as of April 19, 1983 (incorporated by reference to
Exhibit 3(b) of the Registrant's 1983 Annual Report on Form 10-K)

(c) Amendment to Registrant's Restated Declaration of Trust, effective March 20, 1987 (incorporated by
reference to Exhibit 3(c) of the Registrant's 1987 Annual Report on Form 10-K)

(d) Trustees' Regulations of the Registrant, as amended (incorporated by reference to Exhibit 3
of the Registrant's 1980 Annual Report on Form 10-K)

(e) Amendment to Registrant's Trustees' Regulations (incorporated by reference to Exhibit 3 of
the Registrant's 1980 Annual Report on Form 10-K)

(f) Amendment to Registrant's Trustees' Regulations effective as of April 19, 1983 (incorporated
by reference to Exhibit 3(d) of the Registrant's 1983 Annual Report on Form 10-K)

(g) EastGroup Properties 1994 Management Incentive Plan (incorporated by reference to Exhibit A
of the Registrant's proxy statement dated November 11, 1994)

5 Opinion of Jaeckle, Fleischmann & Mugel (filed herewith)

23 Consent of KPMG Peat Marwick LLP (filed herewith)

24 Power of Attorney (contained on signature page)

99.1 EastGroup Properties 1989 Incentive Plan (incorporated by reference to Exhibit A of the
Registrant's proxy statement dated April 26, 1991)

99.2 EastGroup Properties 1991 Trustees Stock Option Plan (incorporated by reference to Exhibit B of the Registrant's
proxy statement dated April 26, 1991)

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ITEM 9 (FORM S-8) AND ITEM 17 (FORM S-3). UNDERTAKINGS.

The registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement;

(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act;

(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement;

(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;

Provided, however, that paragraphs (i) and (ii) shall not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the registration statement.

(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

(4) That, for purposes of determining any liability under the
Securities Act, each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by
reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

(5) That, for purposes of determining any liability under the
Securities Act, each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by
reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

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19
(6) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the provisions described in Item 6 or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.

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20
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and Form S-3 and has duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the city of Jackson, State of Mississippi on
July 6, 1995.

EASTGROUP PROPERTIES

By: /s/ David H. Hoster II
-----------------------------------
David H. Hoster II, President

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints each of Leland R. Speed and David
H. Hoster II his or her true and lawful attorney-in-fact and agent, each with
full power of substitution and revocation, for him or her and in his or her
name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration
Statement, and to file the same with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto each such attorney-in-fact and agent, full power and authority to do and
perform each such and every act and thing requisite and necessary to be done,
as fully to all intents and purposes as such person might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent or his or her substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this
registration statement and the foregoing Powers of Attorney have been signed on
_____________, 1995 by the following persons in the capacities indicated.

Signature Title Date
--------- ----- ----

/s/ Leland R. Speed
- ---------------------------
Leland R. Speed Managing Trustee and Chief Executive July 6, 1995
Officer (Principal Executive Officer)

/s/ N. Keith McKey
- ---------------------------
N. Keith McKey Executive Vice President, Chief July 6, 1995
Financial Officer and Secretary

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SIGNATURE TITLE DATE
- --------- ----- ----

/s/ Diane W. Hayman
- ----------------------------
Diane W. Hayman Controller (Principal July 6, 1995
Accounting Officer)

/s/ Alexander G. Anagnos
- ----------------------------
Alexander G. Anagnos Trustee July 6, 1995

/s/ H.C. Bailey, Jr.
- ------------------------------
H.C. Bailey, Jr. Trustee July 6, 1995

/s/ David H. Hoster II
- ------------------------------
David H. Hoster II President and Trustee July 6, 1995

/s/ Harold B. Judell
- -------------------------------
Harold B. Judell Trustee July 6, 1995

/s/ David M. Osnos
- ------------------------------
David M. Osnos Trustee July 6, 1995

/s/ John N. Palmer
- ------------------------------
John N. Palmer Trustee July 6, 1995

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