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                                UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C.  20549
                                      
                                   FORM 15


CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF
THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER
SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

                                        Commission File Number 1-8927
                                                               ----------------

                           COPLEY PROPERTIES, INC.
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            (Exact name of registrant as specified in its charter)


                       399 Boylston Street, 13th Floor
            Boston, Massachusetts; Telephone No.:  (617) 578-1200
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(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)


              Shares of common stock, $1.00 par value per share
- -------------------------------------------------------------------------------
           (Title of each class of securities covered by this Form)


                                     N/A
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(Titles of all other classes of securities for which a duty to file reports
under section 13(a) or 15(d) remains)


        Please place an X in the box(es) to designate, the appropriate rule
provision(s) relied upon to terminate or suspend the duty to file reports:

                Rule 12g-4(a)(1)(i)     [X]     Rule 12h-3(b)(1)(i)   [ ]
                Rule 12g-4(a)(1)(ii)    [ ]     Rule 12h-3(b)(1)(ii)  [ ]
                Rule 12g-4(a)(2)(i)     [ ]     Rule 12h-3(b)(2)(i)   [ ]
                Rule 12g-4(a)(2)(ii)    [ ]     Rule 12h-3(b)(2)(ii)  [ ]
                                                Rule 15d-6            [ ]

        Approximate number of holders of record as of the certification or
notice date:   None
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        Pursuant to the requirements of the Securities Exchange Act of 1934
(Name of registrant as specified in charter) has caused this
certification/notice to be signed on its behalf by the undersigned duly
authorized person.



Date:   June 19, 1996             By:   /s/ N. Keith KcKey
      -------------------             -----------------------------------------
                                      N. Keith McKey, Executive Vice President,
                                      Chief Financial Officer and Secretary of
                                      EastGroup Properties*

Instruction:  This form is required by Rules 12g-4, 12h-3 and 15d-6 of the
General Rules and Regulations under the Securities Exchange Act of 1934.  The
registrant shall file with the Commission three copies of Form 15, one of which
shall be manually signed.  It may be signed by an officer of the registrant, by
counsel or by any other duly authorized person.  The name and title of the
person signing the form shall be typed or printed under the signature.

        *  EastGroup Properties is the corporation into which Copley
Properties, Inc. merged effective June 19, 1996.


SEC 2069 (2-90)