ITEM 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On December 5, 2008, the Company's Board of Directors approved an amendment to
Section 12 of Article II of the Bylaws of the Company to require shareholders proposing a nominee for director or other business to disclose its full economic interest in the Company and to clarify that Section 12 applies to all shareholder proposals. A restatement of the Bylaws is attached hereto as Exhibit 3.1 and incorporated herein by reference.

On and effective December 9, 2008, the Company filed Articles Supplementary with the State Department of Assessments and Taxation of Maryland certifying that its Board of Directors, by duly adopted resolutions, (i) reclassified and designated its 600,000 shares of Series C Preferred Stock, $.0001 par value per share into 600,000 shares of Common Stock, $.0001 par value per share, of the Company and
(ii) reclassified and designated its 1,320,000 shares of 7.95% Series D Cumulative Redeemable Preferred Stock into 1,320,000 shares of Common Stock of the Company. A copy of the Articles Supplementary is attached hereto as Exhibit 3.2 and incorporated herein by reference.

ITEM 9.01 Financial Statements and Exhibits.

(d) Exhibits.

3.1 Amendment to Bylaws of EastGroup Properties, Inc. dated as of December 5, 2008.

3.2 Articles Supplementary of EastGroup Properties, Inc. dated as of December 9, 2008.