UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                           --------------------------

                                    FORM 8-K

                                 Current Report
     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


       Date of Report (date of earliest event reported): December 6, 2004


                           EASTGROUP PROPERTIES, INC.
             (Exact Name of Registrant as Specified in its Charter)


         Maryland                        1-07094                 13-2711135
     --------------                   -------------            --------------
(State or Other Jurisdiction     (Commission File Number)      (IRS Employer
      of Incorporation)                                      Identification No.)

        300 One Jackson Place, 188 East Capitol Street, Jackson, MS 39201
        -----------------------------------------------------------------
           (Address of Principal Executive Offices, including zip code)

                                 (601) 354-3555
                                 --------------
              (Registrant's telephone number, including area code)

                                 Not Applicable
                                ----------------
          (Former name or former address, if changed since last report)

     Check the  appropriate  box below if the Form 8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[_]  Written  communications  pursuant to Rule 425 under the  Securities Act (17
     CFR 230.425)
[_]  Soliciting  material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
     240.14a-12)
[_]  Pre-commencement   communications  pursuant  to  Rule  14d-2(b)  under  the
     Exchange Act (17 CFR 240.14d-2(b))
[_]  Pre-commencement   communications  pursuant  to  Rule  13e-4(c)  under  the
     Exchange Act (17 CFR 240.13e-4(c))


                               Page 1 of 3 Pages



Item 1.01. Entry into a Material Definitive Agreement

On December 6, 2004,  EastGroup  Properties,  Inc. (the "Company"),  renewed its
$175,000,000  unsecured  revolving credit facility (the "Facility") with a group
of nine banks which was  arranged  by PNC Capital  Markets,  Inc.  The  Facility
replaced the Company's existing unsecured revolving credit facility. PNC Bank is
the lead  arranger and  administrative  agent for the Facility,  which  includes
Commerzbank,  AmSouth Bank, Wells Fargo Bank,  SunTrust Bank, U.S. Bank, Compass
Bank, Trustmark National Bank and SouthTrust Bank.

The Facility  provides for a $175,000,000  revolving credit facility maturing in
January 2008 and can be expanded by $100 million and has a one-year extension at
the  Company's  option.  The interest rate on the Facility is based on the LIBOR
index and varies according to debt-to-total  asset value ratios,  with an annual
facility fee of 20 basis points.  The Company's  current interest rate under the
Facility is LIBOR plus 0.95%.

The Facility contains customary covenants for facilities of this type, including
restrictions on indebtedness  and liens,  limitations on mergers and the sale of
assets, and maintaining certain financial ratios. The Facility also provides for
customary  events of default,  including  failure to pay principal,  interest or
fees when due,  failure to comply  with  covenants,  if any  representations  or
warranty  made by the Company is false in any material  respect,  default  under
certain other indebtedness,  certain insolvency or receivership events affecting
the Company and its subsidiaries,  the occurrence of certain material judgments,
or a change in control of the  Company.  The Company  expects to use the line of
credit for general corporate purposes.

The  foregoing  summary  description  of the  Facility  does not  purport  to be
complete and is qualified in its entirety by reference to the FIRST  AMENDED AND
RESTATED CREDIT  AGREEMENT  Dated December 6, 2004 among  EASTGROUP  PROPERTIES,
L.P.;  EASTGROUP   PROPERTIES,   INC.;  PNC  BANK,  NATIONAL   ASSOCIATION,   as
Administrative  Agent;  COMMERZBANK  AKTIENGESELLSCHAFT,  NEW YORK  BRANCH,  AND
SUNTRUST  BANK as  Co-Syndication  Agents;  AMSOUTH  BANK AND WELLS  FARGO BANK,
NATIONAL ASSOCIATION,  as Co-Documentation Agents; PNC CAPITAL MARKETS, INC., as
Sole Lead Arranger and Sole  Bookrunner;  and the Lenders (the  "Agreement").  A
copy of the Agreement  will be filed as an exhibit to the Company's  2004 Annual
Report on Form 10-K.

Item 2.03.  Creation of a Direct Financial  Obligation or an Obligation Under an
Off-Balance Sheet Arrangement

See Item 1.01 above.

                               Page 2 of 3 Pages




                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

Date:    February 14, 2005

                                   EASTGROUP PROPERTIES, INC.



                                   By:/s/ N. KEITH MCKEY
                                      -----------------------------------
                                      N. Keith McKey
                                      Executive Vice President, Chief
                                      Financial Officer and Secretary





                               Page 3 of 3 Pages