United States
                       SECURITIES AND EXCHANGE COMMISSION
                               Washington DC 20549

                                    FORM 10-Q

                                   (Mark One)

                [X] For the quarterly period ended March 31, 2000

                                      -or-

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

               For the transition period from ________ to ________

                         Commission File Number 0-24763

                              REGENCY CENTERS, L.P.
             (Exact name of registrant as specified in its charter)

                     Delaware                        59-3429602
             (State or other jurisdiction of       (IRS Employer
              incorporation or organization)     Identification No.)

                       121 West Forsyth Street, Suite 200
                           Jacksonville, Florida 32202
               (Address of principal executive offices) (Zip Code)

                              (904) 356-7000
              (Registrant's telephone number, including area code)

                                    Unchanged
              (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[ ]










<PAGE>
                             REGENCY CENTERS, L.P.
                          Consolidated Balance Sheets
                     March 31, 2000 and December 31, 1999
                                 (unaudited)
<TABLE>
<CAPTION>

                                                                                        2000                    1999
                                                                                       ------                  ------
<S>                                                                              <C>                       <C>
Assets
Real estate investments, at cost:
    Land                                                                         $    555,699,275              538,881,578
    Buildings and improvements                                                      1,743,862,740            1,722,813,591
    Construction in progress - development for investment                              77,773,975               81,995,169
    Construction in progress - development for sale                                    90,448,773               85,305,724
                                                                                   ---------------         ----------------
                                                                                    2,467,784,763            2,428,996,062
    Less:  accumulated depreciation                                                    93,356,791               81,294,400
                                                                                   ---------------         ----------------
                                                                                    2,374,427,972            2,347,701,662

    Investments in real estate partnerships                                            69,891,757               66,938,784
                                                                                   ---------------         ----------------
          Net real estate investments                                               2,444,319,729            2,414,640,446

Cash and cash equivalents                                                              24,171,177               50,964,920
Notes receivable                                                                       19,511,432               15,673,125
Tenant receivables, net of allowance for uncollectible accounts of
    $1,974,003 and $1,883,547 at March 31, 2000 and
    and December 31, 1999                                                              27,063,696               30,884,172
Deferred costs, less accumulated amortization of
    $6,355,686 and $5,498,619 at March 31, 2000
    and December 31, 1999                                                              11,675,811               11,272,866
Other assets                                                                            7,516,236                7,273,925
                                                                                   ---------------         ----------------
                                                                                 $  2,534,258,081            2,530,709,454
                                                                                   ===============         ================
Liabilities and Partners' Capital
Liabilities:
    Notes payable                                                                     712,523,192              713,787,207
    Acquisition and development line of credit                                        275,179,310              247,179,310
    Accounts payable and other liabilities                                             39,137,770               47,981,987
    Tenants' security and escrow deposits                                               7,935,332                7,566,967
                                                                                   ---------------         ----------------
           Total liabilities                                                        1,034,775,604            1,016,515,471
                                                                                   ---------------         ----------------
Limited partners' interest in consolidated partnerships                                10,233,707               11,108,994
                                                                                   ---------------         ----------------
Partners' Capital:
Series A  preferred units, par value $50: 1,600,000 units
     issued and outstanding at March 31, 2000 and December 31, 1999                    78,800,000               78,800,000
Series B  preferred units, par value $100: 850,000 units
     issued and outstanding at March 31, 2000 and December 31, 1999                    82,799,720               82,799,720
Series C  preferred units, par value $100: 750,000 units
     issued and outstanding at March 31, 2000 and December 31, 1999                    73,058,577               73,058,577
Series D  preferred units, par value $100: 500,000 units
     issued and outstanding at March 31, 2000 and December 31, 1999                    49,157,977               49,157,977
General partner; 55,123,067 and 55,535,928 units outstanding
     at March 31, 2000 and December 31, 1999                                        1,165,803,420            1,179,400,122
Limited partners; 1,861,053 and 1,863,604 units outstanding
     at March 31, 2000 and December 31, 1999                                           39,629,076               39,868,593
                                                                                   ---------------         ----------------
          Total partners' capital                                                   1,489,248,770            1,503,084,989
                                                                                   ---------------         ----------------
Commitments and contingencies

                                                                                 $  2,534,258,081            2,530,709,454
                                                                                   ===============         ================
</TABLE>

See accompanying notes to consolidated financial statements.
<PAGE>



                                             REGENCY CENTERS, L.P.
                                    Consolidated Statements of Operations
                             For the Three Months ended March 31, 2000 and 1999
                                                 (unaudited)

<TABLE>
<CAPTION>

                                                          2000                    1999
                                                        -------                 -------
<S>                                                <C>                       <C>

Revenues:
    Minimum rent                                   $     57,809,032               35,566,793
    Percentage rent                                         607,715                  327,971
    Recoveries from tenants                              15,773,024                8,488,372
    Other non-rental revenues                             2,254,404                1,895,047
    Equity in income of investments in
       real estate partnerships                             363,514                  741,103
                                                     ---------------         ----------------
          Total revenues                                 76,807,689               47,019,286
                                                     ---------------         ----------------
    Operating expenses:
    Depreciation and amortization                        12,782,676                8,506,319
    Operating and maintenance                             9,795,178                6,292,506
    General and administrative                            4,496,079                3,637,359
    Real estate taxes                                     7,644,494                4,371,510
    Other expenses                                                -                  150,000
                                                     ---------------         ----------------
          Total operating expenses                       34,718,427               22,957,694
                                                     ---------------         ----------------
    Interest expense (income):
    Interest expense                                     14,727,257                9,678,802
    Interest income                                        (829,367)                (452,889)
                                                     ---------------         ----------------
          Net interest expense                           13,897,890                9,225,913
                                                     ---------------         ----------------
          Income before minority interests               28,191,372               14,835,679

Minority interest of limited partners                      (243,433)                (260,939)
                                                     ---------------         ----------------
    Net income                                           27,947,939               14,574,740

Preferred unit distributions                             (6,312,499)              (1,625,001)
                                                     ---------------         ----------------
          Net income for common unitholders        $     21,635,440               12,949,739
                                                     ===============         ================
          Net income per common unit:
          Basic                                    $           0.38                     0.33
                                                     ===============         ================
          Diluted                                  $           0.38                     0.33
                                                     ===============         ================
</TABLE>


See accompanying notes to consolidated financial statements
<PAGE>
                                              REGENCY CENTERS, L.P.
                                   Consolidated Statement of Changes in Capital
                                    For the Three Months Ended March 31, 2000


<TABLE>
<CAPTION>

                                                Preferred            General            Limited               Total
                                                  Units              Partner            Partners             Capital
                                               -----------          ---------          ----------           ----------
<S>                                        <C>                   <C>                <C>                  <C>

Balance December 31, 1999                  $     283,816,274       1,179,400,122          39,868,593        1,503,084,989

Net income                                         6,312,499          20,947,433             688,007           27,947,939
Cash distributions for dividends                                     (27,955,447)           (863,111)         (28,818,558)
Preferred unit distribution                       (6,312,499)                  -                   -           (6,312,499)
Repurchase of Regency stock and
  corresponding units                                      -         (10,634,695)                  -          (10,634,695)
Other contributions, net                                   -           2,201,754                   -            2,201,754
Units issued as a result of common
  stock issued by Regency                                  -           1,779,840                   -            1,779,840
Units exchanged for common
  stock of Regency                                         -              64,413             (64,413)                   -
                                              ---------------    ----------------   -----------------    -----------------
Balance March 31, 2000                     $     283,816,274       1,165,803,420          39,629,076        1,489,248,770
                                              ===============    ================   =================    =================

</TABLE>







See accompanying notes to consolidated financial statements
<PAGE>




                                          REGENCY CENTERS, L.P.
                                   Consolidated Statements of Cash Flows
                              For the Three Months Ended March 31, 2000 and 1999
                                             (unaudited)
<TABLE>
<CAPTION>



                                                                                         2000                     1999
                                                                                        ------                   ------
<S>                                                                             <C>                        <C>
Cash flows from operating activities:
    Net income                                                                  $      27,947,939               14,574,740
    Adjustments to reconcile net income to net
      cash provided by operating activities:
          Depreciation and amortization                                                12,782,676                8,506,319
          Deferred financing cost and debt premium amortization                           100,685                 (133,434)
          Services provided by Regency in exchange for units                            1,767,618                2,743,155
          Minority interest of limited partners                                           243,433                  260,939
          Equity in income of investments in real estate partnerships                    (363,514)                (741,103)
          Changes in assets and liabilities:
              Tenant receivables                                                        3,820,476               (2,956,898)
              Deferred leasing commissions                                             (1,401,924)                (526,645)
              Other assets                                                               (561,813)                 867,968
              Tenants' security deposits                                                  368,365                   60,079
              Accounts payable and other liabilities                                   (8,844,217)               8,163,816
                                                                                  ----------------         ----------------
                 Net cash provided by operating activities                             35,859,724               30,818,936
                                                                                  ----------------         ----------------
     Cash flows from investing activities:
     Acquisition and development of real estate                                       (31,177,598)              (2,991,864)
     Acquisition of Pacific, net of cash acquired                                               -               (9,046,230)
     Investment in real estate partnerships                                            (2,589,459)              (3,291,401)
     Capital improvements                                                              (2,468,055)              (2,551,035)
     Construction in progress for sale, net of sales proceeds                          (8,981,356)             (12,316,835)
     Distributions received from real estate partnership investments                            -                  704,474
                                                                                  ----------------         ---------------
                 Net cash used in investing activities                                (45,216,468)             (29,492,891)
                                                                                  ----------------         ----------------
     Cash flows from financing activities:
     Cash contributions from the issuance of Regency stock
         and exchangeable partnership units                                                12,222                   28,601
     Repurchase of Regency stock and corresponding units                              (10,634,695)                       -
     Net (distributions) to limited partners
        in consolidated partnerships                                                   (1,118,720)                       -
     Distributions to preferred unit holders                                           (6,312,499)              (1,625,001)
     Cash distributions for dividends                                                 (28,818,558)             (13,756,854)
     Other contributions (distributions), net                                           2,201,754              (16,625,679)
     Proceeds from acquisition and development
        line of credit, net                                                            28,000,000               52,148,125
     Proceeds from mortgage loans                                                       6,562,987                        -
     Repayment of mortgage loans                                                       (7,329,490)              (8,870,784)
     Deferred financing costs                                                                   -               (1,976,816)
                                                                                  ----------------         ----------------
                 Net cash (used in) provided by financing activities                  (17,436,999)               9,321,592
                                                                                  ----------------         ----------------
                 Net (decrease) increase in cash and cash equivalents                 (26,793,743)              10,647,637

Cash and cash equivalents at beginning of period                                       50,964,920               15,536,926
                                                                                  ----------------         ----------------
Cash and cash equivalents at end of period                                      $      24,171,177               26,184,563
                                                                                  ================         ================
</TABLE>

<PAGE>









                                            REGENCY CENTERS, L.P.
                                    Consolidated Statements of Cash Flows
                              For the Three Months Ended March 31, 2000 and 1999
                                                 (unaudited)
                                                 -continued-
<TABLE>
<CAPTION>

                                                                                       2000                     1999
                                                                                     -------                   ------
<S>                                                                            <C>                         <C>

Supplemental  disclosure of cash flow  information - cash paid
 for interest (net of capitalized interest of approximately $2,820,000
 and $2,158,000  in 2000 and 1999, respectively)                               $       12,340,868                8,714,895
                                                                                  ================         ================
   Supplemental disclosure of non-cash transactions:
   Mortgage loans assumed for the acquisition of Pacific and real estate       $                -              405,284,768
                                                                                  ================         ================
   Exchangeable operating partnership units, preferred and common
   stock issued for the acquisition of Pacific and real estate                 $                -              806,543,467
                                                                                  ================         ================
Other liabilities assumed to acquire Pacific                                   $                -               13,897,643
                                                                                  ================         ================

</TABLE>

See accompanying notes to consolidated financial statements.
<PAGE>


                              REGENCY CENTERS, L.P.

                   Notes to Consolidated Financial Statements

                                 March 31, 2000

                                                (unaudited)

1.     Summary of Significant Accounting Policies

       (a)    Organization and Principles of Consolidation

              Regency  Centers,  L.P. ("RCLP" or  "Partnership")  is the primary
              entity  through which  Regency  Realty  Corporation  ("Regency" or
              "Company"),  a  self-administered  and  self-managed  real  estate
              investment  trust  ("REIT"),  conducts  substantially  all  of its
              business and owns substantially all of its assets.

              The  Partnership  was formed in 1996 for the purpose of  acquiring
              certain  real  estate   properties.   The   historical   financial
              statements  of  the  Partnership   reflect  the  accounts  of  the
              Partnership  since its  inception,  together  with the accounts of
              certain predecessor  entities (including Regency Centers,  Inc., a
              wholly-owned  subsidiary of Regency  through which Regency owned a
              substantial  majority of its  properties),  which were merged with
              and into the  Partnership  as of February 26,  1998.  At March 31,
              2000,  Regency owns  approximately  97% of the outstanding  common
              units ("Units") of the Partnership.

              The Partnership's ownership interests are represented by Units, of
              which  there  are (i)  Series A  Preferred  Units,  (ii)  Series B
              Preferred  Units  (iii)  Series C  Preferred  Units (iv)  Series D
              Preferred Units (v) Original  Limited  Partnership  Units,  all of
              which were issued in connection with the Branch acquisition,  (vi)
              Additional  Units, all of which were issued in connection with the
              Midland and other property acquisitions,  and (vii) Class B Units,
              all of which are owned by  Regency.  Each  outstanding  Unit other
              than  Class B Units and Series A, B, C, and D  Preferred  Units is
              exchangeable,  on a one share per one Unit  basis,  for the common
              stock of Regency or for cash at Regency's election.

              The accompanying  consolidated  financial  statements  include the
              accounts of the Partnership,  its wholly owned  subsidiaries,  and
              its majority owned or controlled  subsidiaries  and  partnerships.
              All significant  intercompany  balances and transactions have been
              eliminated in the consolidated financial statements.

              The financial  statements  reflect all adjustments  which are of a
              normal  recurring  nature,  and in the opinion of management,  are
              necessary  to  properly   state  the  results  of  operations  and
              financial position.  Certain information and footnote  disclosures
              normally included in financial  statements  prepared in accordance
              with generally accepted accounting  principles have been condensed
              or omitted although  management  believes that the disclosures are
              adequate to make the  information  presented not  misleading.  The
              financial  statements  should  be read  in  conjunction  with  the
              financial   statements   and  notes   thereto   included   in  the
              Partnership's   December   31,  1999  Form  10-K  filed  with  the
              Securities and Exchange Commission.

        (b    Reclassifications

              Certain  reclassifications  have been made to the 1999  amounts to
              conform to classifications adopted in 2000.


<PAGE>

                              REGENCY CENTERS, L.P.

                   Notes to Consolidated Financial Statements

                                 March 31, 2000

                                  (unaudited)

2.     Acquisitions

       On September  23, 1998,  the Company  entered into an Agreement of Merger
       ("Agreement")  with Pacific  Retail Trust  ("Pacific"),  a privately held
       real  estate  investment  trust.  The  Agreement,  among  other  matters,
       provided for the merger of Pacific into Regency, and the exchange of each
       Pacific  common or preferred  share into 0.48 shares of Regency common or
       preferred  stock.  The  stockholders  approved  the  merger  at a Special
       Meeting of  Stockholders  of Regency held  February 26, 1999. On February
       28, 1999,  the effective  date of the merger,  the Company  issued equity
       instruments  valued at $770.6  million  to the  Pacific  stockholders  in
       exchange for their outstanding common and preferred shares and units. The
       total cost to acquire Pacific was  approximately  $1.157 billion based on
       the value of Regency  shares  issued,  including  the  assumption of $379
       million of outstanding debt and other liabilities of Pacific, and closing
       costs.  The price per share  used to  determine  the  purchase  price was
       $23.325  based on the five day  average  of the  closing  stock  price of
       Regency's common stock on the New York Stock Exchange immediately before,
       during  and  after the date the terms of the  merger  were  agreed to and
       announced to the public.  The merger was accounted for as a purchase with
       the Company as the acquiring  entity.  Concurrent with this  acquisition,
       the Company  contributed all the assets and liabilities of Pacific to the
       Partnership in exchange for Class B Units.

       During  1998,  the  Partnership,  through  Regency,  acquired 42 shopping
       centers  and joint  ventures  for a total  investment  of  $370.3  ("1998
       Acquisitions").  With respect to these  acquisitions,  during  1999,  the
       Partnership  and Regency  paid  contingent  consideration  valued at $9.0
       million  consisting of 69,555  Additional  Units,  3,768 shares of common
       stock, and $7.0 million. In April 2000, the Partnership paid $5.0 million
       in  cash  as  partial  contingent   consideration  related  to  the  1998
       Acquisitions.  In addition, common stock and Units valued at $2.5 million
       may be issued during the remainder of the year.

       The  operating  results  of Pacific  are  included  in the  Partnership's
       consolidated  financial  statements  from  the  date  each  property  was
       acquired.  The  following  unaudited pro forma  information  presents the
       consolidated  results of operations as if Pacific had occurred on January
       1, 1999. Such pro forma information  reflects  adjustments to 1) increase
       depreciation,  interest expense, and general and administrative costs, 2)
       adjust  the  weighted   average   common  units  issued  to  acquire  the
       properties.  Pro forma revenues would have been $69.8 million as of March
       31,  1999.  Pro forma net income for common  unitholders  would have been
       $19.9  million as of March 31, 1999.  Pro forma basic net income per unit
       would have been $.32 as of March 31, 1999.  Pro forma  diluted net income
       per unit  would have been $.32 as of March 31,  1999.  This data does not
       purport to be  indicative  of what would have  occurred  had the  Pacific
       acquisition  been made on January 1, 1999,  or of results which may occur
       in the future.






<PAGE>


                              REGENCY CENTERS, L.P.

                   Notes to Consolidated Financial Statements

                                 March 31, 2000

                                                (unaudited)

3.     Segments

       The Partnership was formed, and currently operates, for the purpose of 1)
       operating  and  developing  Partnership  owned  retail  shopping  centers
       (Retail  segment),   and  2)  providing   services   including   property
       management,   leasing,   brokerage,   and  construction  and  development
       management  for   third-parties   (Service   operations   segment).   The
       Partnership had previously  operated four office buildings that were sold
       during  1998 and  1997  (Office  buildings  segment).  The  Partnership's
       reportable  segments offer different products or services and are managed
       separately  because each requires  different  strategies  and  management
       expertise. There are no material inter-segment sales or transfers.

       The Partnership assesses and measures operating results starting with Net
       Operating  Income for the  Retail  segment  and  Income  for the  Service
       operations  segment and converts such amounts into a performance  measure
       referred to as Funds From Operations  ("FFO").  The operating results for
       the individual  retail shopping centers have been aggregated since all of
       the  Partnership's  shopping  centers  exhibit  highly  similar  economic
       characteristics  as  neighborhood  shopping  centers,  and offer  similar
       degrees  of risk and  opportunities  for  growth.  FFO as  defined by the
       National  Association of Real Estate  Investment  Trusts  consists of net
       income  (computed  in  accordance  with  generally  accepted   accounting
       principles) excluding gains (or losses) from debt restructuring and sales
       of income producing  property held for investment,  plus depreciation and
       amortization  of  real  estate,   and   adjustments  for   unconsolidated
       investments  in  real  estate   partnerships  and  joint  ventures.   The
       Partnership further adjusts FFO by distributions made to holders of Units
       that results in a diluted FFO amount.  The Partnership  considers diluted
       FFO to be the industry  standard for  reporting  the  operations  of real
       estate investment  trusts ("REITs").  Adjustments for investments in real
       estate  partnerships  are  calculated to reflect  diluted FFO on the same
       basis.  While  management  believes that diluted FFO is the most relevant
       and widely used  measure of the  Partnership's  performance,  such amount
       does not  represent  cash flow from  operations  as defined by  generally
       accepted accounting  principles,  should not be considered an alternative
       to net income as an indicator of the Partnership's operating performance,
       and is not  indicative  of cash  available  to fund all cash flow  needs.
       Additionally,  the Partnership's  calculation of diluted FFO, as provided
       below, may not be comparable to similarly titled measures of other REITs.













<PAGE>


                             REGENCY CENTERS, L.P.
                   Notes to Consolidated Financial Statements
                                March 31, 2000
                                 (unaudited)


3.     Segments (continued)

       The accounting  policies of the segments are the same as those  described
       in  note 1.  The  revenues,  diluted  FFO,  and  assets  for  each of the
       reportable segments are summarized as follows for the three month periods
       ended March 31, 2000 and 1999. Non-segment assets to reconcile to total
       assets include cash and deferred costs.
<TABLE>
<CAPTION>

                                                                                2000               1999
                                                                                ----               ----
         <S>                                                           <C>                       <C>
         Revenues:
           Retail segment                                              $        74,553,285          45,124,239
           Service operations segment                                            2,254,404           1,895,047
                                                                             --------------      --------------
              Total revenues                                           $        76,807,689          47,019,286
                                                                             ==============      ==============

         Funds from Operations:
           Retail segment net operating income                         $        57,113,613          34,460,223
           Service operations segment income                                     2,254,404           1,895,047
           Adjustments to calculate diluted FFO:
             Interest expense                                                  (14,727,257)         (9,678,802)
             Interest income                                                       829,367             452,889
             General and administrative                                         (4,496,079)         (3,787,359)
             Non-real estate depreciation                                         (268,316)           (175,790)
             Minority interests of limited partne rs                              (243,433)           (260,939)
             Minority interests in depreciation
              and amortization                                                    (149,881)           (181,594)
             Share of joint venture depreciation
              and amortization                                                     387,583              99,193
             Distributions on preferred units                                   (6,312,499)         (1,625,001)
                                                                             --------------      --------------
               Funds from Operations - diluted                                  34,387,502          21,197,867
                                                                             --------------      --------------

           Reconciliation to net income for common unitholders:
             Real estate related depreciation
               and amortization                                                (12,514,360)         (8,330,529)
             Minority interests in depreciation
              and amortization                                                     149,881             181,594
             Share of joint venture depreciation
              and amortization                                                    (387,583)            (99,193)
                                                                             --------------      --------------
               Net income available for common unitholders             $        21,635,440          12,949,739
                                                                             ==============      ==============
</TABLE>

<TABLE>
<CAPTION>


                                                                             March 31,         December 31,
         Assets (in thousands):                                                 2000               1999
         ----------------------                                                 ----               ----
           <S>                                                         <C>                       <C>

           Retail segment                                              $         2,366,498           2,344,092
           Service operations segment                                              136,419             123,233
           Cash and other assets                                                    31,341              63,384
                                                                             --------------      --------------
             Total assets                                              $         2,534,258           2,530,709
                                                                             ==============      ==============
</TABLE>



<PAGE>


                              REGENCY CENTERS, L.P.
                   Notes to Consolidated Financial Statements
                                March 31, 2000
                                (unaudited)

4.     Notes Payable and Acquisition and Development Line of Credit

       The  Partnership's  outstanding  debt at March 31, 2000 and  December 31,
       1999 consists of the following (in thousands):
<TABLE>
<CAPTION>

                                                                             2000               1999
                                                                             ----               ----
                  <S>                                                 <C>                   <C>
                  Notes Payable:
                      Fixed rate mortgage loans                       $        324,037            331,716
                      Variable rate mortgage loans                              17,909             11,376
                      Fixed rate unsecured loans                               370,577            370,696
                                                                         --------------     --------------
                            Total notes payable                                712,523            713,788
                  Acquisition and development line of credit                   275,179            247,179
                                                                         --------------     --------------
                           Total                                      $        987,702            960,967
                                                                         ==============     ==============
</TABLE>

       During  February,  1999,  the  Partnership  modified  the  terms  of  its
       unsecured  acquisition  and  development  line of credit (the  "Line") by
       increasing  the  commitment to $635 million.  This credit  agreement also
       provides  for a  competitive  bid  facility of up to $250  million of the
       commitment  amount.  Maximum  availability under the Line is based on the
       discounted value of a pool of eligible unencumbered assets (determined on
       the basis of  capitalized  net  operating  income) less the amount of the
       Partnership's  outstanding  unsecured  liabilities.  The Line  matures in
       February  2001,  but  may be  extended  annually  for one  year  periods.
       Borrowings under the Line bear interest at a variable rate based on LIBOR
       plus a specified  spread,  (1.00%  currently),  which is dependent on the
       Company's investment grade rating. The Partnership is required to comply,
       and  is  in  compliance,  with  certain  financial  and  other  covenants
       customary  with  this  type  of  unsecured  financing.   These  financial
       covenants include among others (i) maintenance of minimum net worth, (ii)
       ratio of total  liabilities to gross asset value,  (iii) ratio of secured
       indebtedness  to gross  asset  value,  (iv)  ratio of EBITDA to  interest
       expense,   (v)  ratio  of  EBITDA  to  debt   service   and  reserve  for
       replacements,  and (vi) ratio of  unencumbered  net  operating  income to
       interest expense on unsecured indebtedness. The Line is used primarily to
       finance the  acquisition  and  development  of real  estate,  but is also
       available for general working capital purposes.

       Mortgage loans are secured by certain real estate properties,  and may be
       prepaid subject to a prepayment of a yield-maintenance  premium. Mortgage
       loans are generally due in monthly installments of interest and principal
       and mature over various terms through 2019.  Variable  interest  rates on
       mortgage  loans are currently  based on LIBOR plus a spread in a range of
       125 basis points to 150 basis points.  Fixed  interest  rates on mortgage
       loans range from 7.04% to 9.5%.

       During  1999,  the  Partnership  assumed debt with a fair value of $411.2
       million  related to the  acquisition of real estate,  which included debt
       premiums of $4.1 million  based upon the above market  interest  rates of
       the debt instruments. Debt premiums are being amortized over the terms of
       the related debt instruments, as an adjustment to interest expense.




<PAGE>

                             REGENCY CENTERS, L.P.
                   Notes to Consolidated Financial Statements
                                 March 31, 2000
                                  (unaudited)

4.     Notes Payable and Acquisition and Development Line of Credit (continued)

       On April 15, 1999 the Partnership completed a $250 million unsecured debt
       offering in two tranches.  The Partnership issued $200 million 7.4% notes
       due April 1,  2004,  priced at 99.922% to yield  7.42%,  and $50  million
       7.75% notes due April 1, 2009,  priced at 100%.  The net  proceeds of the
       offering were used to reduce the balance of the Line.

       As of March 31, 2000, scheduled principal repayments on notes payable and
       the Line were as follows (in thousands):

<TABLE>
<CAPTION>
                                                               Scheduled
                                                               Principal       Term Loan         Total
                Scheduled Payments by Year                      Payments      Maturities       Payments
                                                              ------------   ------------     -----------
                <S>                                       <C>                 <C>               <C>

                2000                                      $           4,294         35,995           40,289
                2001                                                  5,621        330,029          335,650
                2002                                                  4,943         44,097           49,040
                2003                                                  4,933         13,301           18,234
                2004                                                  5,327        199,874          205,201
                Beyond 5 Years                                       36,886        290,389          327,275
                Net unamortized debt premiums                             -         12,013           12,013
                                                               ------------   ------------      -----------
                      Total                               $          62,004        925,698          987,702
                                                               ============   ============      ===========
</TABLE>

       Unconsolidated partnerships and joint ventures had mortgage loans payable
       of $50.0 million at March 31, 2000, and the  Partnership's  proportionate
       share of these loans was $21.1 million.

       The fair value of the Partnership's  notes payable and Line are estimated
       based on the current rates  available to the  Partnership for debt of the
       same remaining maturities. Variable rate notes payable, and the Line, are
       considered  to  be at  fair  value  since  the  interest  rates  on  such
       instruments  reprice based on current  market  conditions.  Notes payable
       with fixed rates, that have been assumed in connection with acquisitions,
       are recorded in the accompanying  financial statements at fair value. The
       Partnership  considers  the carrying  value of all other fixed rate notes
       payable to be a  reasonable  estimation  of their fair value based on the
       fact that the rates of such notes are similar to rates  available  to the
       Partnership for debt of the same terms.


<PAGE>

                             REGENCY CENTERS, L.P.
                   Notes to Consolidated Financial Statements
                                March 31, 2000
                                  (unaudited)

5.     Regency's Stockholders' Equity and Partners' Capital

       Allocation of profits and losses and  distributions  to  unitholders  are
       made in  accordance  with the  partnership  agreement.  Distributions  to
       Limited  Partners are made in the same amount as the  dividends  declared
       and paid on Regency common stock.
       Distributions  to the General  Partner are made at the General  Partner's
       discretion.

       The following represent equity transactions  initiated by Regency and the
       Partnership.  The proceeds from such  transactions are the primary source
       of capital  from which the  Partnership  acquires  and  develops new real
       estate.

       During 1999,  the Board of Directors  authorized  the repurchase of up to
       $65 million of the Company's  outstanding  shares  through  periodic open
       market transactions or privately  negotiated  transactions.  At March 31,
       2000, the Company had repurchased  3.25 million shares for $65 million of
       which the majority of the funds came from the Partnership.

6.     Earnings Per Unit

       The following  summarizes the  calculation of basic and diluted  earnings
       per unit for the  three  month  period  ended  March  31,  2000 and 1999,
       respectively (in thousands except per share data):
<TABLE>
<CAPTION>

                                                                          2000          1999
                                                                          ----          ----
         <S>                                                        <C>             <C>
         Basic Earnings Per Unit (EPU) Calculation:
         Weighted average units outstanding                                 55,497         34,952
                                                                       ============ ==============

         Net income for common unitholders                          $       21,635         12,950
         Less: dividends paid on Class B common
             stock, Series 1 and Series 2 preferred stock                      699          1,379
                                                                       ------------ --------------
         Net income for Basic and Diluted EPU                       $       20,936         11,571
                                                                       ============ ==============
         Basic EPU                                                  $          .38            .33
                                                                       ============ ==============

         Diluted Earnings Per Unit (EPU) Calculation:
         Weighted average units outstanding for EPU                         55,497         34,952
         Contingent units for the acquisition of real estate                     -            159
                                                                       ------------ --------------
              Total diluted units                                           55,497         35,111
                                                                       ============ ==============

         Diluted EPU                                                $          .38            .33
                                                                       ============ ==============
</TABLE>

         The  Class B  common  stock  dividends  are  deducted  from  income  in
         computing  earnings per unit since the proceeds of this  offering  were
         transferred  to and  reinvested by the  Partnership.  In addition,  the
         Series 1 and Series 2 Preferred  stock dividends are also deducted from
         net income in computing earnings per unit since the properties acquired
         with  these  preferred  shares  were  contributed  to the  Partnership.
         Accordingly,  the  payment  of Class B  common,  Series 1 and  Series 2
         Preferred  stock  dividends  are  deemed  to  be  preferential  to  the
         distributions made to common unitholders.

<PAGE>



Item 2.  Management's Discussion and Analysis of Financial Condition and Results
of Operations

The following  discussion  should be read in conjunction  with the  accompanying
Consolidated  Financial  Statements and Notes thereto of Regency  Centers,  L.P.
appearing elsewhere within.

Organization

Regency Realty  Corporation  ("Regency" or "Company") is a qualified real estate
investment trust ("REIT") which began operations in 1993. The Company invests in
real  estate  primarily  through  its  general  partnership  interest in Regency
Centers,  L.P., ("RCLP" or "Partnership") an operating  partnership in which the
Company currently owns  approximately 97% of the outstanding  common partnership
units ("Units").  Of the 216 properties  included in the Company's  portfolio at
March 31,  2000,  198  properties  were  owned  either  fee  simple  or  through
partnership interests by the Partnership.  At March 31, 2000, the Company had an
investment in real estate,  at cost, of  approximately  $2.639  billion of which
$2.538 billion or 96% was owned by the Partnership.

Shopping Center Business

The Partnership's principal business is owning, operating and developing grocery
anchored  neighborhood shopping centers which are located in infill locations or
high growth corridors.  The Partnership's  properties summarized by state and in
order by largest holdings including their gross leasable areas (GLA) follows:
<TABLE>
<CAPTION>

                                         March 31, 2000                               December 31, 1999
                                         --------------                               -----------------

     Location             # Properties        GLA         %Leased *    # Properties          GLA        % Leased *
     --------             ------------        ---         ---------    ------------          ----      -----------
     <S>                  <C>              <C>            <C>            <C>              <C>           <C>

     Florida                   40            4,938,928      93.2%            39             4,859,031      93.7%
     California                35            3,894,539      97.9%            36             3,858,628      98.2%
     Texas                     29            3,876,334      93.7%            29             3,849,549      94.2%
     Georgia                   25            2,539,556      93.5%            25             2,539,556      91.8%
     Ohio                      13            1,832,774      92.8%            13             1,822,854      98.1%
     North Carolina            12            1,241,639      97.8%            12             1,241,639      97.9%
     Washington                 9            1,080,792      98.8%             9             1,066,962      98.1%
     Colorado                  10              908,229      97.7%            10               903,502      98.0%
     Oregon                     7              671,220      94.0%             7               616,070      94.2%
     Arizona                    2              326,984      98.6%             2               326,984      99.7%
     Kentucky                   2              305,307      89.8%             2               305,307      91.8%
     Tennessee                  3              271,697      99.5%             3               271,697      98.9%
     Michigan                   3              250,655      98.7%             3               250,655      98.7%
     Delaware                   1              232,754      96.3%             1               232,754      96.3%
     Virginia                   2              197,324      95.1%             2               197,324      96.1%
     Illinois                   1              178,600      86.4%             1               178,600      85.9%
     South Carolina             2              162,056      98.8%             2               162,056      98.8%
     Missouri                   1               82,498      95.8%             1                82,498      95.8%
     Wyoming                    1               87,800         -              1                75,000         -
                          --------         ------------   -------        --------         ------------  --------
         Total                198           23,079,686      94.9%           198            22,840,666      95.5%
                          ========         ============   =======        ========         ============  ========

</TABLE>

          *  Excludes properties under construction

The  Partnership,  is  focused  on  building  a  platform  of  grocery  anchored
neighborhood   shopping  centers  because  grocery  stores  provide  convenience
shopping of daily  necessities,  foot traffic for adjacent  local  tenants,  and
should  withstand  adverse  economic  conditions.   The  Partnership's   current
investment  markets  have  continued  to  offer  strong  stable  economies,  and
accordingly, the Partnership expects to realize growth in net income as a result
of increasing occupancy in the portfolio,  increasing rental rates,  development
and acquisition of shopping centers in targeted  markets,  and  redevelopment of
existing shopping centers.

The following table  summarizes the four largest  grocery tenants  occupying the
Partnership's shopping centers at March 31, 2000:
<TABLE>
<CAPTION>

             Grocery      Number of          % of       % of Annualized  Avg Remaining
             Anchor        Stores          Total GLA     Base Rent         Lease Term
            --------     -----------      ----------    ---------------  -------------
            <S>               <C>            <C>          <C>               <C>
            Kroger            55             13.6%        11.6%             16 yrs
            Publix            34              6.6%         4.4%             12 yrs
            Safeway           33              5.4%         4.5%             11 yrs
            Albertsons        18              2.9%         2.7%             14 yrs
</TABLE>
<PAGE>

Acquisition and Development of Shopping Centers

On  September  23,  1998,  the  Company  entered  into an  Agreement  of  Merger
("Agreement")  with Pacific  Retail  Trust  ("Pacific"),  a privately  held real
estate  investment trust. The Agreement,  among other matters,  provided for the
merger of Pacific  into  Regency,  and the  exchange of each  Pacific  common or
preferred  share into 0.48  shares of Regency  common or  preferred  stock.  The
stockholders approved the merger at a Special Meeting of Stockholders of Regency
held February 26, 1999. On February 28, 1999,  the effective date of the merger,
the Company  issued equity  instruments  valued at $770.6 million to the Pacific
stockholders in exchange for their  outstanding  common and preferred shares and
units. The total cost to acquire Pacific was approximately  $1.157 billion based
on the value of Regency shares issued,  including the assumption of $379 million
of outstanding  debt and other  liabilities of Pacific,  and closing costs.  The
price per share used to determine  the purchase  price was $23.325  based on the
five day average of the closing stock price of Regency's common stock on the New
York Stock Exchange  immediately before,  during and after the date the terms of
the merger were agreed to and announced to the public.  The merger was accounted
for as a purchase with the Company as the acquiring entity. Concurrent with this
acquisition,  the Company  contributed all the assets and liabilities of Pacific
to the Partnership in exchange for Class B Units.

During 1998, the Partnership,  through Regency, acquired 42 shopping centers and
joint  ventures for a total  investment  of $370.3 ("1998  Acquisitions").  With
respect to these  acquisitions,  during 1999, the  Partnership  and Regency paid
contingent  consideration valued at $9.0 million consisting of 69,555 Additional
Units,  3,768  shares of common  stock,  and $7.0  million.  In April 2000,  the
Partnership  paid  $5.0  million  in cash as  partial  contingent  consideration
related to the 1998 Acquisitions.  In addition, common stock and Units valued at
$2.5 million may be issued during the remainder of the year.

Results from Operations

Comparison of 2000 to 1999

Revenues  increased  $29.8 million or 63% to $76.8 million in 2000. The increase
was due primarily to the Pacific  acquisition  in 1999.  At March 31, 2000,  the
total real estate  portfolio  contained  approximately  23.1 million SF, and was
92.8% leased.  Minimum rent increased  $22.2 million or 63%, and recoveries from
tenants  increased $7.3 million or 86%. Other non-rental  revenues from property
management,  leasing,  brokerage,  and development  services (service  operation
segment)  provided on properties not owned by the Partnership  were $2.3 million
and $1.9 million at March 31, 2000 and 1999, respectively.

Operating  expenses  increased  $11.8  million or 51% to $34.7  million in 2000.
Combined operating and maintenance, and real estate taxes increased $6.8 million
or 64% during 2000 to $17.4  million and these  increases  are  primarily due to
Pacific.  General and administrative  expenses increased 24% to $4.5 million due
to the hiring of new employees and related office  expenses  necessary to manage
the shopping  centers  acquired due to Pacific.  Depreciation  and  amortization
increased $4.3 million during 2000 or 50% primarily due to Pacific.

Interest expense increased to $14.7 million in 2000 from $9.7 million in 1999 or
52% due to increased average  outstanding loan balances related to the financing
of Pacific on the Line and the assumption of debt.

Net income for common unit holders was $21.6  million in 2000 vs. $12.9  million
in 1999, an $8.7 million or 67% increase for the reasons  previously  described.
Diluted earnings per unit in 2000 was $.38 vs. $.33 in 1999.

Liquidity and Capital Resources

Management  anticipates  that cash  generated  from  operating  activities  will
provide the necessary  funds on a short-term  basis for its operating  expenses,
interest expense and scheduled  principal payments on outstanding  indebtedness,
recurring  capital  expenditures  necessary  to properly  maintain  the shopping
centers,  and  distributions  to share and unit  holders.  Net cash  provided by
operating  activities  was $35.9  million and $30.8 million for the three months
ended March 31, 2000 and 1999, respectively.  The Partnership incurred recurring
and non-recurring  capital expenditures  (non-recurring  expenditures pertain to
immediate   building   improvements  on  new   acquisitions  and  anchor  tenant
improvements  on new leases) of $2.5 million and $2.6 million,  during the three
months  ended  March  31,  2000 and 1999,  respectively.  The  Partnership  paid
scheduled  principal  payments of $1.7 million and $1.0 million during the three
months  ended  March  31,  2000 and 1999,  respectively.  The  Partnership  paid
distributions  of $7.2 million and $2.1  million,  during the three months ended
March 31, 2000 and 1999,  respectively,  to its Common and Series A , B, C and D
Preferred unitholders.
<PAGE>


Management  expects  to meet  long-term  liquidity  requirements  for term  debt
payoffs  at  maturity,  non-recurring  capital  expenditures,  and  acquisition,
renovation and  development of shopping  centers from: (i) excess cash generated
from operating activities,  (ii) working capital reserves, (iii) additional debt
borrowings,  and (iv) additional  equity raised in the public markets.  Net cash
used in investing  activities  was $45.2 million and $29.5  million,  during the
three months ended March 31, 2000 and 1999, respectively, primarily for purposes
discussed above under Acquisitions and Development of Shopping Centers. Net cash
used in financing  activities was $17.4 million for the three months ended March
31, 2000 compared to cash  provided by financing  activities of $9.3 million for
the three months ended March 31, 1999. At March 31, 2000, the Partnership had 43
shopping centers under construction or undergoing major renovations,  with costs
to date of $259.5  million.  Total  committed  costs  necessary  to complete the
properties  under  development  is  estimated  to be $141.0  million and will be
expended through 2000.

During  1999,  the Board of Directors  authorized  the  repurchase  of up to $65
million  of the  Company's  outstanding  shares  through  periodic  open  market
transactions  or  privately  negotiated  transactions.  At March 31,  2000,  the
Company  had  repurchased  3.25  million  shares  for $65  million  of which the
majority of the funds came from the Partnership.

The  Partnership's  outstanding  debt at March 31,  2000 and  December  31, 1999
consists of the following (in thousands):
<TABLE>
<CAPTION>
                                                                   2000               1999
                                                                   ----               ----
     <S>                                                 <C>                   <C>
     Notes Payable:
         Fixed rate mortgage loans                       $        324,037            331,716
         Variable rate mortgage loans                              17,909             11,376
         Fixed rate unsecured loans                               370,577            370,696
                                                            --------------     --------------
               Total notes payable                                712,523            713,788
     Acquisition and development line of credit                   275,179            247,179
                                                            --------------     --------------
              Total                                      $        987,702            960,967
                                                            ==============     ==============
</TABLE>

During  February,  1999,  the  Partnership  modified the terms of its  unsecured
acquisition  and  development  line of credit  (the  "Line") by  increasing  the
commitment  to  $635  million.   This  credit  agreement  also  provides  for  a
competitive bid facility of up to $250 million of the commitment amount. Maximum
availability  under  the  Line is  based  on the  discounted  value of a pool of
eligible  unencumbered  assets  (determined  on the  basis  of  capitalized  net
operating  income) less the amount of the  Partnership's  outstanding  unsecured
liabilities. The Line matures in February 2001, but may be extended annually for
one year  periods.  Borrowings  under the Line bear  interest at a variable rate
based on LIBOR plus a specified spread, (1.00% currently), which is dependent on
the Company's  investment  grade rating.  The Partnership is required to comply,
and is in compliance,  with certain financial and other covenants customary with
this type of unsecured financing. These financial covenants include among others
(i) maintenance of minimum net worth,  (ii) ratio of total  liabilities to gross
asset value,  (iii) ratio of secured  indebtedness  to gross asset  value,  (iv)
ratio of EBITDA to  interest  expense,  (v) ratio of EBITDA to debt  service and
reserve for replacements, and (vi) ratio of unencumbered net operating income to
interest  expense  on  unsecured  indebtedness.  The Line is used  primarily  to
finance the acquisition  and  development of real estate,  but is also available
for general working capital purposes.

Mortgage loans are secured by certain real estate properties, and may be prepaid
subject to a  prepayment  of a  yield-maintenance  premium.  Mortgage  loans are
generally due in monthly  installments of interest and principal and mature over
various  terms  through  2019.  Variable  interest  rates on mortgage  loans are
currently  based on LIBOR  plus a spread in a range of 125  basis  points to 150
basis points. Fixed interest rates on mortgage loans range from 7.04% to 9.5%.

During 1999,  the  Partnership  assumed debt with a fair value of $411.2 million
related to the acquisition of real estate,  which included debt premiums of $4.1
million based upon the above market interest rates of the debt instruments. Debt
premiums are being  amortized over the terms of the related debt  instruments as
an adjustment to interest expense.

On April 15,  1999 the  Partnership  completed  a $250  million  unsecured  debt
offering in two  tranches.  The  Partnership  issued $200 million 7.4% notes due
April 1, 2004, priced at 99.922% to yield 7.42%, and $50 million 7.75% notes due
April 1, 2009,  priced at 100%.  The net proceeds of the  offering  were used to
reduce the balance of the Line.

<PAGE>


As of March 31, 2000,  scheduled  principal  repayments on notes payable and the
Line for the next five years were as follows (in thousands):
<TABLE>
<CAPTION>

                                                          Scheduled
                                                          Principal      Term Loan         Total
                Scheduled Payments by Year                Payments       Maturities       Payments
                                                         -----------    -----------      -----------
                <S>                                     <C>               <C>              <C>
                2000                                            4,294          35,995        40,289
                2001                                    $       5,621         330,029       335,650
                2002                                            4,943          44,097        49,040
                2003                                            4,933          13,301        18,234
                2004                                            5,327         199,874       205,201
                Beyond 5 Years                                 36,886         290,389       327,275
                Net unamortized debt premiums                       -          12,013        12,013
                                                          -----------     -----------      --------
                                                        $      62,044         925,698       987,702
                                                          ===========     ===========      ========
</TABLE>

Unconsolidated  partnerships  and joint  ventures had mortgage  loans payable of
$50.0 million at March 31, 2000, and the  Partnership's  proportionate  share of
these loans was $21.1 million.

The  Company  qualifies  and  intends to continue to qualify as a REIT under the
Internal  Revenue  Code.  As a REIT,  the  Company is allowed to reduce  taxable
income  by  all  or  a  portion  of  its   distributions  to  stockholders.   As
distributions  have exceeded  taxable  income,  no provision for federal  income
taxes has been made.  While the Company  intends to continue to pay dividends to
its  stockholders,  the Company and the Partnership will reserve such amounts of
cash flow as it considers  necessary for the proper  maintenance and improvement
of  the  real  estate   portfolio,   while  still   maintaining   the  Company's
qualification as a REIT.

The  Partnership's  real estate  portfolio grew  substantially  during 1999 as a
result of the  Pacific  acquisition.  The  Partnership  intends to  continue  to
acquire and develop shopping centers in the near future, and expects to meet the
related  capital  requirements  from  borrowings  on the Line.  The  Partnership
expects to repay the Line from time to time from  additional  public and private
equity or debt offerings,  such as those  completed in previous  years.  Because
such acquisition and development  activities are  discretionary in nature,  they
are not  expected  to  burden  the  Partnership's  capital  resources  currently
available for liquidity requirements. The Partnership expects that cash provided
by operating  activities,  unused  amounts  available  under the Line,  and cash
reserves are adequate to meet liquidity requirements.

New Accounting Standards and Accounting Changes

The  Financial   Accounting   Standards  Board  issued  Statement  of  Financial
Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging
Activities " (FAS 133), which is effective for all fiscal quarters of all fiscal
years  beginning  after  June  15,  2000.  FAS 133  establishes  accounting  and
reporting standards for derivative  instruments and hedging activities.  FAS 133
requires  entities to recognize all  derivatives as either assets or liabilities
in  the  balance  sheet  and  measure  those  instruments  at  fair  value.  The
Partnership  does not  believe  FAS 133 will  materially  effect  its  financial
statements.

Environmental Matters

The Partnership like others in the commercial real estate  industry,  is subject
to numerous environmental laws and regulations and the operation of dry cleaning
plants at the  Partnership's  shopping  centers is the  principal  environmental
concern.  The  Partnership  believes  that the dry  cleaners  are  operating  in
accordance with current laws and  regulations and has established  procedures to
monitor their  operations.  The Partnership has approximately 38 properties that
will  require  or are  currently  undergoing  varying  levels  of  environmental
remediation.  These  remediations are not expected to have a material  financial
effect on the Company or the Partnership due to financial statement reserves and
various  state-regulated  programs  that shift the  responsibility  and cost for
remediation  to  the  state.  Based  on  information  presently  available,   no
additional  environmental  accruals were made and  management  believes that the
ultimate  disposition of currently known matters will not have a material effect
on  the  financial  position,   liquidity,  or  operations  of  the  Company  or
Partnership.
<PAGE>

Inflation

Inflation has remained relatively low during 2000 and 1999 and has had a minimal
impact  on  the  operating   performance  of  the  shopping  centers,   however,
substantially  all of the  Partnership's  long-term  leases  contain  provisions
designed to mitigate the adverse impact of inflation.  Such  provisions  include
clauses enabling the Partnership to receive percentage rentals based on tenants'
gross sales, which generally increase as prices rise, and/or escalation clauses,
which  generally  increase  rental  rates  during the terms of the leases.  Such
escalation clauses are often related to increases in the consumer price index or
similar inflation indices. In addition, many of the Partnership's leases are for
terms of less than ten years,  which permits the  Partnership  to seek increased
rents upon re-rental at market rates. Most of the  Partnership's  leases require
the  tenants to pay their share of  operating  expenses,  including  common area
maintenance,  real estate taxes,  insurance and utilities,  thereby reducing the
Partnership's  exposure to increases in costs and operating  expenses  resulting
from inflation.

Year 2000 System Compliance

Management  recognized  the  potential  effect  Year  2000  could  have  on  the
Partnership's  operations  and, as a result,  implemented a Year 2000 Compliance
Project.  The project  included an  awareness  phase,  an  assessment  phase,  a
renovation phase, and a testing phase of the data processing network, accounting
and property  management  systems,  computer  and  operating  systems,  software
packages,  and building management systems.  The project also included surveying
major tenants and financial  institutions.  The Partnership's computer hardware,
operating systems,  business systems, general accounting and property management
systems and principal  desktop  software  applications  are Year 2000 compliant.
Additionally,  the  Partnership  did not incur and does not expect any  business
interruption as a result of any of its customers or financial  institutions  not
being Year 2000 compliant.

<PAGE>


Item 3.   Quantitative and Qualitative Disclosures About Market Risk

Market Risk

The Partnership is exposed to interest rate changes primarily as a result of its
Line and long-term debt used to maintain liquidity and fund capital expenditures
and  expansion  of  the  Partnership's  real  estate  investment  portfolio  and
operations.  The  Partnership's  interest rate risk  management  objective is to
limit the impact of  interest  rate  changes on  earnings  and cash flows and to
lower its overall  borrowing  costs.  To achieve its objectives the  Partnership
borrows  primarily  at fixed  rates  and may  enter  into  derivative  financial
instruments  such as interest  rate swaps,  caps and treasury  locks in order to
mitigate  its  interest  rate  risk  on  a  related  financial  instrument.  The
Partnership has not been party to any market risk sensitive  instruments  during
the  reporting  period  ending  March 31,  2000 and does not plan to enter  into
derivative or interest rate transactions for speculative purposes.



<PAGE>

Part II

Item 6 Exhibits and Reports on Form 8-K:

Exhibits:

27.1      Financial Data Schedule


(b)       Reports on Form 8-K.
          None


<PAGE>

                                    SIGNATURE

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



         Date:  May 9, 2000                              REGENCY CENTERS, L..P.


                                                  -----------------------------
                                            By:       /s/  J. Christian Leavitt
                                                          Senior Vice President
                                                   and Chief Accounting Officer