EASTGROUP PROPERTIES
10-Q, 1996-05-15
REAL ESTATE INVESTMENT TRUSTS
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             U.S. SECURITIES AND EXCHANGE COMMISSION
                                
                     WASHINGTON, DC   20549
         -----------------------------------------------
                            FORM 10-Q

           Quarterly Report Under Section 13 or 15(d)
             of the Securities Exchange Act of 1934
       ---------------------------------------------------

For Quarter Ended March 31,1996
                  --------------
Commission File Number  1 - 7094
                       --------

                       EASTGROUP PROPERTIES
    ----------------------------------------------------------
       (Exact name of Registrant specified in its charter)

      Maryland                                    13-2711135
- -------------------------------       ---------------------------
(State or other jurisdiction of           (IRS Employer
 incorporation or organization)            Identification No.)


300 One Jackson Place
188 East Capitol Street
P.O. Box 22728
Jackson, Mississippi                              39201-2195
- ----------------------------------------      ------------------
(Address of principal executive offices)           Zip Code

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

- -----------------------------------------------------------------
           Former name, former address and former fiscal year,
                      if changed since last report

Indicate  by check mark whether the registrant (1) has filed  all
reports  required  to be filed by Section  13  or  15(d)  of  the
Securities Exchange Act of 1934 during the preceding 12 months  (
or  for  such shorter period that the registrant was required  to
file  such  reports),  and (2) has been subject  to  such  filing
requirements for the past 90 days.

                         YES    X            NO
                             ---------          ----------

4,245,083 shares of beneficial interest ($1.00 par value) were
outstanding at May 14, 1996.


                      EASTGROUP PROPERTIES
                                
                            FORM 10-Q
                                
                        TABLE OF CONTENTS
              FOR THE QUARTER ENDED MARCH 31, 1996
- -----------------------------------------------------------------
                                
                                
                                                          Pages
                                
                 Part I.  Financial Information

Item 1.     Consolidated financial statements

     Consolidated balance sheets, March 31, 1996             3
        and December 31, 1995

     Consolidated statements of income for the
        three months ended March 31, 1996 and 1995           4

     Consolidated statements of cash flow for the
        three months ended March 31, 1996 and 1995           5

     Consolidated statements of changes in
        shareholders' equity for the three months            6
        ended March 31, 1996 and 1995

     Notes to consolidated financial statements              7

Item 2.     Management's discussion and analysis of
            financial condition and results of operations    9



CONSOLIDATED BALANCE SHEETS
(In thousands, except per
 share data)

                                      March 31,     December 31,
                                        1996            1995
                                    ------------    ------------
                                             (Unaudited)
Assets
Real estate properties
  Industrial                        $     72,161    $     71,870
  Office Buildings                        34,261          34,076
  Apartments                              46,601          49,658
                                    ------------    ------------
                                         153,023         155,604
  Less accumulated depreciation          (19,385)        (19,206)
                                    ------------    ------------
                                         133,638         136,398
Mortgage loans                             6,047           6,008
Land and land purchase-leasebacks          1,327           1,327
Investment in real estate
  investment trusts                       11,906          10,787
Cash and cash equivalents                    144              26
Other assets                               4,344           3,409
                                    ------------    ------------
                                    $    157,406    $    157,955
                                    ============    ============

Liabilities and Shareholders' Equity
Liabilities
Mortgage notes payable              $     63,747    $     67,203
Notes payable to banks                     6,040           4,359
Accounts payable and accrued expenses      1,308           2,096
Minority interests in joint ventures         907             909
Other liabilities                            559             488
                                    ------------    ------------
                                          72,561          75,055
                                    ------------    ------------
Shareholders' Equity
Shares of beneficial interest, par
  value $1.00 per share; authorized
  10,000,000 shares; issued 4,245,083
  shares in 1996 and 4,231,656 in 1995     4,245           4,232
Additional paid-in-capital                68,586          68,344
Undistributed earnings                    10,191           9,657
Unrealized gain on securities              1,823             667
                                    ------------    ------------
                                          84,845          82,900
                                    ------------    ------------
                                    $    157,406    $    157,955
                                    ============    ============


   See accompanying notes to consolidated financial statements

CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
(In thousands, except per share data)


                                        Three Months Ended
                                             March 31,
                                    --------------------------
                                           1996           1995
                                    -----------     ----------
Revenues
Income from real estate operations  $     6,853     $    6,895
Land rents                                   52             80
Equity in earnings of real estate
  investment trust                           40              9
Interest:
  Mortgage loans                            246            276
Other                                       221             23
                                    -----------     ----------
                                          7,412          7,283
                                    -----------     ----------
Expenses
Operating expenses from
  real estate operations                  2,741          2,750
Interest expense                          1,527          1,507
Depreciation and amortization             1,424          1,337
Minority interests in joint ventures         32             73
General and administrative expenses         512            526
                                    -----------     ----------
                                          6,236          6,193
                                    -----------     ----------
Income before gain on investments         1,176          1,090
                                    -----------     ----------
Gain on investments
  Real estate                             1,353            412
                                    -----------     ----------
     Net Income                     $     2,529     $    1,502
                                    ===========     ==========
Net Income per share of
  beneficial interest               $       .60     $      .36
                                    ===========     ==========
Weighted average shares outstanding       4,235          4,222
                                    ===========     ==========






   See accompanying notes to consolidated financial statements

CONSOLIDATED STATEMENTS OF CASH FLOW (Unaudited)
(In thousands)
                                           Three Months Ended
                                                 March 31,
                                      --------------------------
                                             1996           1995
                                      -----------     ----------
Operating Activities
 Net income                           $     2,529    $     1,502
 Adjustments to reconcile
  net income to net cash provided
  by operating activities:
   Depreciation and amortization            1,424          1,337
   Gain on investments, net                (1,353)          (412)
   Other                                        -            (26)
 Changes in operating assets
  and liabilities:
    Accrued income and other assets           (73)           604
    Accrued payable, accrued expenses
      and prepaid rent                       (631)           120
                                      -----------     ----------
Net cash provided by
  operating activities                      1,896          3,125
                                      -----------     ----------
Investing Activities
  Payments on mortgage loans receivable         -             26
  Sale of real estate investments           4,146            862
  Purchases of real estate improvements    (1,249)          (515)
  Return of capital dividends                   -             87
  Change in other assets and
    other liabilities                      (1,033)          (553)
                                      -----------     ----------
Net cash provided by (used in)
  investing activities                      1,864            (93)
                                      -----------     ----------
Financing Activities
  Proceeds from bank borrowings             5,119          4,592
  Principal payments on bank borrowings    (3,438)        (5,511)
  Principal payments on mortgage notes
    payable and improvement bonds          (3,456)          (229)
  Distributions paid to shareholders       (1,995)        (1,900)
  Proceeds from issuance of stock             128              -
                                      -----------     ----------
Net cash used in financing activities      (3,642)        (3,048)
                                      -----------     ----------
Increase (Decrease) in cash and
  cash equivalents                            118            (16)
Cash and cash equivalents at
  beginning of period                          26            301
                                      -----------     ----------
Cash and cash equivalent at
  end of period                       $       144     $      285
                                      ===========     ==========
Supplemental Cash Flow Information:
  Cash paid for interest                    1,434          1,467


   See accompanying notes to consolidated financial statements

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
(Unaudited)
(In thousands, except for per share data)

                                           Three Months Ended
                                                 March 31,
                                      ---------------------------
                                            1996           1995
                                      -----------     ----------
Shares of beneficial interest,
$1.00 par value
  Balance at beginning                $     4,232     $    4,222
  Issuance of shares                           13              -
                                      -----------     ----------
Balance at end of period                    4,245          4,222
                                      -----------     ----------

Additional paid-in-capital
  Balance at beginning                     68,344         68,210
  Issuance of shares                          242              -
                                      -----------     ----------
  Balance at end of period                 68,586         68,210
                                      -----------     ----------
Undistributed earnings
  Balance at beginning of period            9,657          9,723
  Net income                                2,529          1,502
  Cash dividends declared:
    $.47 per share in 1996, and
    $.45 per share in 1995                 (1,995)        (1,900)
                                      -----------     ----------
  Balance at end of period                 10,191          9,325
                                      -----------     ----------
Unrealized gain on securities
  Balance at beginning of period              667             21
  Change in unrealized gain                 1,156              -
                                      -----------     ----------
  Balance at end of period                  1,823             21
                                      -----------     ----------
Total shareholders' equity            $    84,845     $   81,778
                                      ===========     ==========





   See accompanying notes to consolidated financial statements

Notes to Consolidated Financial Statements (Unaudited)

(1)  Basis of Presentation

     The  accompanying unaudited financial statements  have  been
prepared   in  accordance  with  generally  accepted   accounting
principles  for  interim  financial  information  and  with   the
instructions  to  Form  10-Q and Rule 10-01  of  Regulation  S-X.
Accordingly,  they  do  not include all of  the  information  and
footnotes  required  by generally accepted accounting  principles
for complete financial statements.  In the opinion of management,
all   adjustments  (consisting  of  normal  recurring   accruals)
considered necessary for a fair presentation have been  included.
The  financial statements should be read in conjunction with  the
annual report and the notes thereto.

(2) Reclassifications

      Certain reclassifications have been made in the fiscal 1995
financial   statements   to   conform   to   the   fiscal    1996
classifications.

(3)   Subsequent Events

     On February 13, 1996, the Trust and Copley Properties, Inc.,
both   of  which  are  real  estate  investment  trusts,  jointly
announced that they entered into an Agreement and Plan of  Merger
under which Copley will be merged into EastGroup.  In the merger,
each  share  of  Copley's  common stock will  be  converted  into
EastGroup  shares of beneficial interest with a value of  $15.60.
The  value  of East Group shares for purposes of calculating  the
ratio  at  which  Copley shares will be converted into  EastGroup
shares in the merger will be the average of the closing price  of
EastGroup shares on the New York Stock Exchange on the 20 trading
days  immediately preceding the fifth trading day  prior  to  the
effective  date  of  the  merger (the "EastGroup  Stock  Price");
however, the EastGroup Stock Price will be deemed to equal $20.25
if the average price of EastGroup shares calculated above is less
than  or  equal  to  $20.25, and $23.00 if the average  price  of
EastGroup shares is greater than or equal to $23.00.  Copley  has
the  right,  waivable  by it, to terminate the  merger  agreement
without  liability  if the average closing price  of  East  Group
shares  on  the  New York Stock Exchange on the 20  trading  days
immediately preceding the fifth trading day prior to (I) the date
on   which   the  Securities  and  Exchange  Commission  declares
EastGroup's  Registration Statement with respect  to  the  merger
effective  or  (ii)  the  date  on which  Copley's  stockholders'
meeting  with respect to the merger is held is equal to  or  less
than  $18.25.   The  merger  is  subject  to  several  conditions
including  approval  by  the  shareholders  of  both  Copley  and
EastGroup  and registration of the EastGroup shares to be  issued
in  the  merger with the Securities and Exchange Commission.  The
shareholders of the Trust and Copley will vote on the  merger  at
meetings  to be held on June 19, 1996.  EastGroup presently  owns
14.76% of Copley's outstanding shares.

      On  May  14,  1996,  the Trust and LNH REIT,  Inc.  ("LNH")
jointly announced that LNH's shareholders approved the previously
announced  merger of LNH with and into EastGroup-LNH Corporation,
a  wholly-owned subsidiary of EastGroup, and that the merger  was
consummated immediately after the LNH shareholder meeting.  Under
the  terms of the merger, each LNH share was converted  into  the
right  to receive 0.3671 EastGroup shares.  EastGroup will  issue
approximately 618,000 of its shares as a result of the merger.




                      EASTGROUP PROPERTIES
             MANAGEMENT'S DISCUSSION AND ANALYSIS OF
          FINANCIAL CONDITION AND RESULTS OF OPERATIONS

FINANCIAL CONDITION

(Comments  are  for  the  balance sheet  dated  March  31,  1996,
compared to December 31, 1995.)

     Real estate properties decreased $2,581,000 during the first
quarter  of  1996, primarily  as a result of   the  sale  of  the
Garden  Villa  Apartments on January 31, 1996  with  a  basis  of
$3,830,000.  This decrease was offset by capital improvements  of
$1,249,000 on existing Trust properties. Accumulated depreciation
increased  $179,000  during the first  quarter  of  1996  due  to
depreciation  expense of $1,293,000, offset by the  sale  of  the
Garden   Villa   Apartments  with  accumulated  depreciation   of
$1,114,000.

     Mortgage loans receivable increased $39,000 during the first
quarter of 1996.   This increase in mortgage loans receivable was
the  result of amortization of loan discounts of $34,000 and  the
advance on mortgage loans of $39,000 offset by principal payments
of $34,000.

      Investments in real estate investment trusts increased from
$10,787,000  at  December 31, 1995 to $11,906,000  at  March  31,
1996.   During  the  first quarter of 1996, the Trust  recognized
$40,000  of equity in earnings of LNH, offset by $77,000  of  LNH
dividends received.  The Trust also recognized an unrealized gain
of   $1,156,000   recorded  on  the  Trust's   available-for-sale
securities  (Copley)  in accordance with Statement  of  Financial
Accounting Standards No. 115, "Accounting for Certain Investments
in Debt and Equity Securities."

     Mortgage notes payable decreased $3,456,000 during the first
quarter  of  1996,  as a result of regularly scheduled  principal
repayments of $324,000 and the repayment of the $3,132,000  first
mortgage on the Garden Villa Apartments sold January 31, 1996.

     Notes payable to banks increased from $4,359,000 at December
31,  1995 to $6,040,000 at March 31, 1996.  As of March 31, 1996,
the  acquisition line had a balance of $2,100,000 and the working
capital  line  had a balance of $3,940,000.  The working  capital
line matured April 30, 1996 and was renewed with an interest rate
of LIBOR plus 2%, monthly interest and a maturity date of May 30,
1996.  The  bank  has  verbally agreed to  increase  the  working
capital  line to $20,000,000 and to change the interest rates  on
the  working capital line and the acquisition line to LIBOR  plus
1.85%.

     Unrealized gain (loss) on securities increased $1,156,000 as
a result of unrealized gain recorded on the Trust's investment in
Copley  in  accordance  with Statement  of  Financial  Accounting
Standards No. 115 "Accounting for Certain Investments in Debt and
Equity Securities".

     Undistributed earnings increased from $9,657,000 at December
31,  1995  to $10,191,000 at March 31, 1996, as a result  of  net
income  for financial reporting purposes of $2,529,000  exceeding
dividends of $1,995,000.


RESULTS OF OPERATIONS

(Comments are for the three months ended March 31, 1996, compared
to the three months ended March 31, 1995.)

      Net  income  for the three months ended March  31,1996  was
$2,529,000 ($.60 per share), compared to net income for the three
months  ended  March  31, 1995 of $1,502,000  ($.36  per  share).
Income  before gains on investments was $1,176,000 and $1,090,000
for  the  three months ended March 31, 1996 and 1995.   Gains  on
investments  were  $1,353,000 and $412,000 for the  three  months
ended March 31, 1996 and 1995.

      Property  net  operating  income (PNOI)  from  real  estate
properties,  defined as income from real estate  operations  less
property   operating  expenses  (before  interest   expense   and
depreciation)  decreased by $33,000 or .8% for the  three  months
ended March 31,1996 compared to the three months ended March  31,
1995

      Property net operating income (loss) and percentage  leased
by property type were as follows:

                              PNOI             Percentage Leased
                            March 31                March 31
                       ------------------      ------------------
                         1996       1995         1996       1995
                       -------    -------      -------    -------
                         (In thousands)

Industrial             $ 2,072    $ 1,815          98%        97%
Office Buildings           766        900          95%        92%
Apartments               1,281      1,438          94%        97%
Other                       (7)        (8)          -          -
                       -------    -------
Total PNOI             $ 4,112    $ 4,145
                       =======    =======

      PNOI from industrial properties increased $257,000 for  the
three  months ended March 31, 1996, compared to March  31,  1995.
Industrial  properties  held throughout the  three  months  ended
March 31, 1996 and 1995, showed an increase in PNOI of 11.6%  for
1996  compared  to 1995.   Also contributing to the  increase  in
PNOI  from  industrial properties was the acquisition of  Jetport
515  Commerce  Park ("JetPort 515") in September  1995,  and  the
development of a 36,400 square foot distribution building at  the
Phillips  Distribution Center ("Phillips")  completed  in  August
1995.   In   addition,  the  increase  in  PNOI  from  industrial
properties was due to improved operations at Rampart Distribution
Center ("Rampart"), Venture Distribution Center ("Venture"), Lake
Pointe  Business Park ("LakePointe") and Westport Commerce Center
("WestPort").   PNOI from the Trust's office buildings  decreased
$134,000  as  a  result  of the sale of the  Cascade  VII  office
building  in September 1995 and lower operating income  from  the
Trust's  office building portfolio due to lower occupancy.   PNOI
from the Trust's apartment properties decreased $157,000 for 1996
compared to 1995.  This decrease is attributable primarily to the
sale  of  the SunChase Apartments in October 1995 and the  Garden
Villa Apartments in January 1996, offset by the acceptance  of  a
deed  in lieu of foreclosure on the EastGate Apartments in  April
1995.   Apartment  properties held throughout  the  three  months
ended  March  31,  1996  and  1995, increased  $12,000  for  1996
compared to 1995.

      Land  rents decreased $28,000 primarily as a result of  the
sale of the Iroquois land purchase-leaseback investments and  the
deed  in  lieu  of  foreclosure on the EastGate  Apartments  land
purchase-leaseback investment.

      Equity in earnings from LNH of $40,000 was recorded  during
the  three  months ended March 31, 1996, compared  to  $9,000  in
1995.

      Interest income on mortgage loans decreased $30,000 for the
three  months  ended  March  31,  1996  compared  to  1995.   The
following is a breakdown of interest income for the three  months
ended March  31, 1996 compared to 1995.

                                   March 31
                              ----------------
                                1996      1995
                              ------     -----
                               (In thousands)
     Interest income from:
       25% joint venture      $    4        69
        mortgage loans
       Motel mortgage loans      108        69
       Wrap mortgage loan          -        15
       Other mortgage loans      134       123
                              ------     -----
                              $  246       276
                              ======     =====

Interest  income  from  the  25%  joint  venture  mortgage  loans
decreased  as  a  result of repayments of these  notes.  Interest
income from the motel mortgage loans is recorded as received, and
the  notes have been written down to their net realizable  value.
Interest income from the wrap mortgage loan decreased as a result
of the foreclosure in April 1995 of the EastGate mortgage.

  Interest expense increased $20,000 from March 31, 1996 compared
to  March 31, 1995.  Average bank borrowings were $3,970,000  and
$27,339,000 for the three months ended March 31, 1996  and  1995.
Bank  interest  rates at March 31, 1996 and March 31,  1995  were
7.0309%  (LIBOR  plus 2%) and 9.0% (Prime and Prime  plus  1/8%).
Interest expense on real estate properties increased as a  result
of the following new mortgages:

 Date of                             Interest  Maturity Amount of
  Loan          Property               Rate      Date    Mortgage
- --------  ----------------------------  ------   ------ -----------
 6-27-95  Exchange Distribution Center 8.375%   8-1-05 $ 2,500,000
 7-27-95  WestPort Commerce Center     8.000%   8-1-05   3,350,000
 8-01-95  LaVista Crossing Apartments  8.688%   9-1-05   5,950,000
 9-12-95  JetPort Commerce Park        8.125%  10-1-05   4,000,000
 9-29-95  LakePointe Business Park     8.125%  10-1-05  11,000,000
12-15-95  Plantations Apartments       7.625%  12-1-05   5,300,000
                                                       -----------
                                                       $32,100,000
                                                       ===========

These  increases  were offset by the repayment  of  the  Exchange
Drive  Warehouse  mortgage payable of $565,000  and  the  JetPort
mortgage payable of $636,000 in September 1995.  The Trust repaid
the  underlying first mortgage on the Country Club wrap  mortgage
note of $2,267,000 on August 3, 1995.

       General and administrative expenses decreased $14,000  for
the three months ended March 31, 1996 compared to 1995.

      In January 1996, the Trust sold the Garden Villa Apartments
in  Seattle,  Washington  for  net cash  of  $4,148,000  and  the
assumption  of  debt  of $3,132,000, and for financial  reporting
purposes, the Trust recognized a gain of $1,353,000 on the  sale.
In  February  1995,  the  Trust sold its  Winchester  Ranch  land
purchase-leaseback  investment  for  $862,000.    For   financial
reporting  purposes, the Trust recognized a gain of  $412,000  on
the sale.

      The  real  estate investment trust industry has recommended
supplemental disclosures concerning capital expenditures, leasing
costs,  financing  costs  and  straight-line  rents.   The  Trust
expenses  apartment unit turnover cost such as  carpet,  painting
and  small appliances. Capital expenditures for the three  months
ended March 31, 1996 and 1995 by category are as follows:

                                        March 31
                                   ----------------
                                     1996      1995
                                   -----      -----
                                    ( In thousands)

         Upgrades on acquisitions $    76       224
         Major Renovation             671        16
         Tenant improvements:
           New tenants                282       171
           Renewal tenants             88        23
         Other                        132        81
                                    -----     -----
                                    1,249       515
                                    =====     =====

      For  the  three months ended March 31, 1996 and  1995,  the
Trust  capitalized $200,000 and $206,000 of  leasing costs, which
included $106,000 and $204,000 related to new tenants and $94,000
and $2,000 related to renewal tenants, and $11,000 and $39,000 of
financing costs and included these amounts in other assets.   For
the  three  months  ended  March 31, 1996  and  1995,  the  Trust
amortized  $131,000  and $74,000 related to  capitalized  leasing
costs and included these amounts in depreciation and amortization
expense,  and $83,000 and $56,000 related to financing costs  and
included  these amounts in interest expense.  Leasing  costs  are
amortized  over  the  life of the lease and financing  costs  are
amortized over the life of the loan.

      Rental income included straight-line rent of $0 and $22,000
for  the  three  months  ended March 31,  1996  and  1995.   This
resulted  from  income recorded on the straight  line  method  as
compared to when cash was actually received.

LIQUIDITY AND CAPITAL RESOURCES

     Net cash provided by operating activities was $1,896,000 for
the  three  months  ended March 31, 1996.  The Trust  distributed
$1,995,000  in dividends.  Other sources of cash were collections
on mortgage loan receivables, sale of real estate investments and
bank   borrowings.   Primary  uses  of  cash  were  for   capital
improvements  at the various properties, bank debt  payments  and
mortgage  note  payments.  Total debt at March  31,  1996  is  as
follows:

                                                 March 31
                                           ------------------
                                             1996       1995
                                           -------     ------
                                           ( In thousands)

     Mortgage notes payable - fixed rate   $ 63,747    37,052
     Mortgage notes payable - floating rate       -     2,277
     Bank notes payable - floating rate       6,040    27,752
                                           --------    ------
     Total debt                            $ 69,787    67,081
                                           ========    ======

      At  March  31,  1996, the LIBOR rate plus 2%  was  7.0309%.
There  is also a .25% fee on the unused amount of the $7  million
credit  line  and the acquisition credit line.   The  Trust  owes
$3,940,000  on the credit line and $2,100,000 on the  acquisition
line  as of March 31, 1996.  On April 30, 1996, the Trust renewed
the  working capital line as discussed previously. The Trust also
has  a $15,000,000 acquisition line, which bears interest at  the
LIBOR  rate plus 2% and matures on April 30, 1997. The  bank  has
agreed   verbally  to  increase  the  working  capital  line   to
$20,000,000 and change interest rates on the working capital line
and the acquisition line to LIBOR plus 1.85%.

      Budgeted capital expenditures for the year ending  December
31, 1996 are as follows:

                                             (In thousands)
                                              -------------
         Upgrades on acquisitions             $         112
         New development costs                        1,526
         Tenant Improvements:
           New Tenants                                  864
           Renewal Tenants                              254
         Other                                          978
                                              -------------
                                              $       3,734
                                              =============

      The  Trust  anticipates  that  its  current  cash  balance,
operating  cash  flow and borrowings (including borrowings  under
the revolving line of credit) will be adequate to pay the Trust's
(I)  operating  and  administrative expenses, (ii)  debt  service
obligations,  (iii) distributions to shareholders,  (iv)  capital
improvements, and (v) normal repair and maintenance  expenses  at
its properties both in the short and long term.

     On February 13, 1996, the Trust and Copley Properties, Inc.,
both   of  which  are  real  estate  investment  trusts,  jointly
announced that they entered into an Agreement and Plan of  Merger
under which Copley will be merged into EastGroup.  In the merger,
each  share  of  Copley's  common stock will  be  converted  into
EastGroup  shares of beneficial interest with a value of  $15.60.
The  value  of East Group shares for purposes of calculating  the
ratio  at  which  Copley shares will be converted into  EastGroup
shares in the merger will be the average of the closing price  of
EastGroup shares on the New York Stock Exchange on the 20 trading
days  immediately preceding the fifth trading day  prior  to  the
effective  date  of  the  merger (the "EastGroup  Stock  Price");
however, the EastGroup Stock Price will be deemed to equal $20.25
if the average price of EastGroup shares calculated above is less
than  or  equal  to  $20.25, and $23.00 if the average  price  of
EastGroup shares is greater than or equal to $23.00.  Copley  has
the  right,  waivable  by it, to terminate the  merger  agreement
without  liability  if the average closing price  of  East  Group
shares  on  the  New York Stock Exchange on the 20  trading  days
immediately preceding the fifth trading day prior to (I) the date
on   which   the  Securities  and  Exchange  Commission  declares
EastGroup's  Registration Statement with respect  to  the  merger
effective  or  (ii)  the  date  on which  Copley's  stockholders'
meeting  with respect to the merger is held is equal to  or  less
than  $18.25.   The  merger  is  subject  to  several  conditions
including  approval  by  the  shareholders  of  both  Copley  and
EastGroup  and registration of the EastGroup shares to be  issued
in  the  merger  with  the  Securities and  Exchange  Commission.
EastGroup  presently owns 14.76% of Copley's outstanding  shares.
The  shareholders of the Trust and Copley will vote on the merger
at meetings to be held on June 19, 1996.

      On  May  14,  1996,  the Trust and LNH REIT,  Inc.  ("LNH")
jointly announced that LNH's shareholders approved the previously
announced  merger of LNH with and into EastGroup-LNH Corporation,
a  wholly-owned subsidiary of EastGroup, and that the merger  was
consummated immediately after the LNH shareholder meeting.  Under
the  terms of the merger, each LNH share was converted  into  the
right  to receive 0.3671 EastGroup shares.  EastGroup will  issue
approximately 618,000 of its shares as a result of the merger.



                      EASTGROUP PROPERTIES
                                
                   PART II. OTHER INFORMATION

Item 4.  Submission of Matters to a Vote of Security Holders

         None

Item 6.  Exhibits and reports on Form 8-K

         Items reported                     Document Filed Date
         --------------                     -------------------
         None

                            SIGNATURE

      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 thereunto duly authorized.


DATED:  May 15, 1996                 EASTGROUP PROPERTIES


                                     BY:  /s/ Diane W. Hayman
                                        ----------------------
                                        Diane W. Hayman, CPA
                                        Controller

                                         /s/ N. Keith McKey
                                        ----------------------
                                        N. Keith McKey, CPA
                                        Executive Vice President,
                                        Chief Financial Officer
                                        and Secretary




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<NAME> EASTGROUP PROPERTIES
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<S>                             <C>
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<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               MAR-31-1996
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                                0
                                          0
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