U.S. 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): November 18, 2003



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





         Maryland                         1-7094                  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 39201-2195
     ----------------------------------------------------------------------
          (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)

                                  Page 1 of 3



Item 5. Other Events.

     On November 18, 2003,  EastGroup  Properties,  Inc.  (the  "Company")  sold
847,458  shares of common  stock to two  institutional  investors  at $29.50 per
share.  A.G.  Edwards & Sons,  Inc. was the  exclusive  placement  agent for the
offering.

     The Company  intends to use the net proceeds of  approximately  $24,500,000
from the offering for general corporate purposes, including the possible payment
of costs of acquisition or  development of industrial  properties.  Pending such
uses, the net proceeds will be used to reduce outstanding variable rate debt.

Item 7. Financial Statements and Exhibits.

(c) Exhibits.

     (5) Opinion of Jaeckle Fleischmann & Mugel, LLP regarding legality.

     (8) Opinion of Jaeckle Fleischmann & Mugel, LLP as to certain tax matters.

    (23) Consents of Jaeckle  Fleischmann  & Mugel,  LLP  (included  as part of
         Exhibits 5 and 8).

    (99) Placement Agency Agreement between EastGroup Properties, Inc. and A.G.
         Edwards & Sons, Inc., dated November 13, 2003.

                                   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: November 19, 2003

                           EASTGROUP PROPERTIES, INC.



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

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                                  Exhibit Index

                 
Exhibit No.         Description

  (5)          Opinion of Jaeckle Fleischmann & Mugel, LLP regarding legality.

  (8)          Opinion of Jaeckle Fleischmann & Mugel, LLP as to certain tax matters.

 (23)          Consents of Jaeckle Fleischmann & Mugel, LLP (included  as part of
               Exhibits 5 and 8).

 (99)          Placement Agency Agreement between EastGroup Properties, Inc. and
               A.G. Edwards & Sons, Inc., dated November 13, 2003.




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