Exhibit 99.1
                                 FIRST AMENDMENT
                                       TO
                                RIGHTS AGREEMENT


     This is the FIRST AMENDMENT dated December 20, 2004 to the Rights Agreement
dated  as of  December  3,  1998  (the  "Rights  Agreement")  between  EASTGROUP
PROPERTIES,  INC., a Maryland  corporation (the "Company"),  and EQUISERVE TRUST
COMPANY, N.A. (successor to Harris Trust and Savings Bank), as Rights Agent (the
"Rights Agent").

     WHEREAS,  the  Company  and the  Rights  Agent  desire to amend the  Rights
Agreement as set forth in the First Amendment to Rights Agreement;

     NOW THEREFORE, the parties hereto agree as follows:

     1.  The Rights Agreement is amended by the addendum new Section 34

     Section  34.  Independent  Director  Review.  It  is  understood  that  the
Nominating and Corporate Governance Committee of the Board (or in the absence of
such  committee,   another   committee  of  the  Board  comprised   entirely  of
Disinterested  Directors)  shall  review and evaluate  this Rights  Agreement in
order to consider whether the maintenance of this Rights Agreement  continues to
be in the  interest of the  Company,  its  stockholders  and any other  relevant
constituencies  of the Company at least every three years or sooner than that in
the event that any Person  shall have made a proposal to the  Company,  or taken
any such other action, that, if effective,  could cause such Person to become an
Acquiring Person  hereunder,  if a majority of the members of the Nominating and
Corporate  Governance  Committee (or in the absence of such  committee,  another
committee of the Board comprised entirely of Disinterested Directors) shall deem
such review and evaluation  appropriate  after giving due regard to all relevant
circumstances.

     Following such review,  the Nominating and Corporate  Governance  Committee
(or in the absence of such committee,  another  committee of the Board comprised
entirely of  Disinterested  Directors)  will  communicate its conclusions to the
full Board of  Directors,  including any  recommendation  in light thereof as to
whether  this  Rights  Agreement  should be  modified  or the  Rights  should be
redeemed.

     2.  All other provisions of the Rights Agreement shall remain in full force
         and effect.




     IN WITNESS WHEREOF, the parties have executed the First Amendment to Rights
Agreement the date first above written.

                                 EASTGROUP PROPERTIES, INC.

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



                                 EQUISERVE TRUST COMPANY, N.A.

                                 by:  /s/ Thomas F. Tighe
                                     ---------------------------------
                                     Thomas F. Tighe
                                     Managing Director