EXHIBIT 3.2


                           EASTGROUP PROPERTIES, INC.

                             ARTICLES SUPPLEMENTARY

     EASTGROUP PROPERTIES,  INC., a Maryland  corporation,  having its principal
office in  Baltimore  City,  Maryland  (hereinafter  called the  "Corporation"),
hereby certifies to the State Department of Assessments and Taxation of Maryland
that:

     FIRST: Pursuant to the authority expressly vested in the Board of Directors
of the Corporation by Article V Section 3 of the Articles of  Incorporation,  as
amended,  of the Corporation,  the Board of Directors has duly  reclassified (i)
600,000 shares of Series C Preferred  Stock,  par value $.0001 per share, of the
Corporation  into 600,000 shares of Common Stock, par value $.0001 per share, of
the  Corporation;  and  (ii)  1,320,000  shares  of 7.95%  Series  D  Cumulative
Redeemable  Preferred Stock, par value $.0001 per share, of the Corporation into
1,320,000   shares  of  Common  Stock,  par  value  $.0001  per  share,  of  the
Corporation.

     SECOND: The  reclassifications  increase the number of shares classified as
Common Stock from 68,080,000 shares  immediately prior to the  reclassifications
to   70,000,000   shares   immediately   after   the   reclassifications.    The
reclassifications decrease the number of shares classified as Series C Preferred
Stock from  600,000  shares  immediately  prior to the  reclassifications  to no
shares immediately after the reclassifications.  The reclassifications  decrease
the  number  of  shares  classified  as  7.95%  Series D  Cumulative  Redeemable
Preferred Stock from 1,320,000 shares immediately prior to the reclassifications
to no shares immediately after the reclassifications.

     THIRD:  The terms of the  Common  Stock as set by the  Board of  Directors,
including preferences,  conversion or other rights, voting powers, restrictions,
limitations  as  to  dividends,   qualifications   or  terms  or  conditions  of
redemption,  are the same, in all  respects,  as those terms of the Common Stock
set forth in the Corporation's Articles of Incorporation, as amended.

     IN WITNESS WHEREOF, EASTGROUP PROPERTIES, INC. has caused these presents to
be signed in its name and on its behalf by its  President  and  witnessed by its
Secretary on December 9, 2008.

WITNESS:                               EASTGROUP PROPERTIES, INC.


/s/ N. KEITH MCKEY                     By: /s/ DAVID H. HOSTER
---------------------------               -------------------------------
N. Keith McKey, Secretary                 David H. Hoster II, President


     THE UNDERSIGNED,  President of EASTGROUP PROPERTIES,  INC., who executed on
behalf of the Corporation the Articles  Supplementary  of which this certificate
is  made  a  part,  hereby  acknowledges  in the  name  and on  behalf  of  said
Corporation the foregoing Articles Supplementary to be the corporate act of said
Corporation  and hereby  certifies  that the matters and facts set forth  herein
with respect to the  authorization and approval thereof are true in all material
respects under the penalties of perjury.

                                          /s/ DAVID H. HOSTER
                                          ---------------------
                                          David H. Hoster II