United States
                       SECURITIES AND EXCHANGE COMMISSION
                               Washington DC 20549

                                    FORM 10-Q

                                   (Mark One)

              [X] For the quarterly period ended September 30, 2003

                                      -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) 598-7000
                                 --------------
              (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[ ]

  Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]




<PAGE>

                             REGENCY CENTERS, L.P.
                          Consolidated Balance Sheets
                    September 30, 2003 and December 31, 2002
                                  (unaudited)

<TABLE>
<CAPTION>
                                                                                          2003                     2002
                                                                                          ----                     ----
<S>                                                                               <C>                           <C>
Assets
Real estate investments:
     Land                                                                         $      715,731,924              715,255,513
     Buildings and improvements                                                        1,964,626,055            1,973,501,081
                                                                                    -----------------        -----------------
                                                                                       2,680,357,979            2,688,756,594
     Less:  accumulated depreciation                                                     284,678,878              244,595,928
                                                                                    -----------------        -----------------
                                                                                       2,395,679,101            2,444,160,666
     Properties in development                                                           345,614,496              276,085,435
     Operating properties held for sale                                                            -                5,658,905
     Investments in real estate partnerships                                             133,316,456              125,482,151
                                                                                    -----------------        -----------------
          Net real estate investments                                                  2,874,610,053            2,851,387,157

Cash and cash equivalents                                                                 45,888,449               56,447,329
Notes receivable                                                                          77,586,149               56,630,876
Tenant receivables, net of allowance for uncollectible accounts
  of $4,100,974 and $4,258,891 at September 30, 2003
  and December 31, 2002, respectively                                                     42,391,111               47,983,160
Deferred costs, less accumulated amortization of $31,721,996 and
  $25,588,464 at September 30, 2003 and December 31, 2002, respectively                   34,299,656               37,367,196
Other assets                                                                              20,861,456               19,112,148
                                                                                    -----------------        -----------------

                                                                                  $    3,095,636,874            3,068,927,866
                                                                                    =================        =================

Liabilities and Partners' Capital
Liabilities:
     Notes payable                                                                     1,281,818,308            1,253,524,045
     Unsecured line of credit                                                            196,000,000               80,000,000
     Accounts payable and other liabilities                                               91,959,394               83,977,263
     Tenants' security and escrow deposits                                                 9,413,884                8,847,603
                                                                                    -----------------        -----------------
           Total liabilities                                                           1,579,191,586            1,426,348,911
                                                                                    -----------------        -----------------

Limited partners' interest in consolidated partnerships                                   15,388,919               14,825,256
                                                                                    -----------------        -----------------

Partners' Capital:
Series A  preferred units, par value $50: 1,600,000 units issued and
     outstanding at December 31, 2002                                                              -               78,800,000
Series B  preferred units, par value $100: 850,000 units issued and
     outstanding at September 30, 2003 and December 31, 2002                              82,799,720               82,799,720
Series C  preferred units, par value $100: 750,000 units issued, 400,000 and
     750,000 units outstanding at September 30, 2003 and December 31, 2002,
     respectively                                                                         38,964,575               73,058,577
Series D  preferred units, par value $100: 500,000 units issued and
     outstanding at September 30, 2003 and December 31, 2002                              49,157,977               49,157,977
Series E  preferred units, par value $100: 700,000 units issued, 300,000 and
     700,000 units outstanding at September 30, 2003 and December 31, 2002,
     respectively                                                                         29,237,820               68,221,579
Series F  preferred units, par value $100: 240,000 units issued and
     outstanding at September 30, 2003 and December 31, 2002                              23,365,799               23,365,799
Series 3 cumulative redeemable preferred units, par value $0.01:
     300,000 units issued and outstanding at September 30, 2003;
     liquidation preference $250                                                          75,000,000                        -
General partner; 59,610,435 and 60,007,436 units outstanding
     at September 30, 2003 and December 31, 2002, respectively                         1,176,000,182            1,221,720,073
Limited partners; 1,431,837 and 1,504,458 units outstanding
     at September 30, 2003 and December 31, 2002, respectively                            28,207,552               30,629,974
Accumulated other comprehensive income (loss)                                             (1,677,256)                       -
                                                                                    -----------------        -----------------
          Total partners' capital                                                      1,501,056,369            1,627,753,699
                                                                                    -----------------        -----------------

Commitments and contingencies
                                                                                  $    3,095,636,874            3,068,927,866
                                                                                    =================        =================
</TABLE>


See accompanying notes to consolidated financial statements.


                                       2
<PAGE>

                              REGENCY CENTERS, L.P.
                      Consolidated Statements of Operations
             For the Three Months ended September 30, 2003 and 2002
                                   (unaudited)

<TABLE>
<CAPTION>
                                                                                          2003                     2002
                                                                                          ----                     ----
<S>                                                                               <C>                              <C>
Revenues:
     Minimum rent                                                                 $       69,903,822               68,695,823
     Percentage rent                                                                         737,231                  533,119
     Recoveries from tenants                                                              21,054,968               20,234,787
     Service operations revenue                                                           13,357,686                8,301,507
     Equity in income of investments in
        real estate partnerships                                                           1,589,891                1,302,058
                                                                                    -----------------        -----------------
           Total revenues                                                                106,643,598               99,067,294
                                                                                    -----------------        -----------------

Operating expenses:
     Depreciation and amortization                                                        18,997,852               17,722,077
     Operating and maintenance                                                            13,233,389               12,752,053
     General and administrative                                                            6,294,558                6,075,285
     Real estate taxes                                                                    10,184,943                9,779,978
     Other expenses                                                                          310,847                  267,328
                                                                                    -----------------        -----------------
           Total operating expenses                                                       49,021,589               46,596,721
                                                                                    -----------------        -----------------

Other expense (income)
     Interest expense, net of interest income of $335,212
        and $835,815 in 2003 and 2002, respectively                                       21,320,301               21,381,435
     Loss on sale of operating properties                                                          -                   56,754
     Provision for loss on operating properties                                                    -                  160,000
     Other income                                                                                  -                        -
                                                                                    -----------------        -----------------
           Total other expense                                                            21,320,301               21,598,189
                                                                                    -----------------        -----------------

      Income before minority interests                                                    36,301,708               30,872,384

Minority interest of limited partners                                                       (113,013)                (125,174)
                                                                                    -----------------        -----------------

          Income from continuing operations                                               36,188,695               30,747,210

Discontinued operations:
     Operating income from discontinued operations                                           453,412                3,182,581
     Gain on sale of operating properties and properties in development                    2,529,775                2,577,422
                                                                                    -----------------        -----------------
           Income from discontinued operations                                             2,983,187                5,760,003
                                                                                    -----------------        -----------------

           Net income                                                                     39,171,882               36,507,213

Preferred unit distributions                                                              (8,653,126)              (8,368,752)
                                                                                    -----------------        -----------------

           Net income for common unit holders                                     $       30,518,756               28,138,461
                                                                                    =================        =================

Income per common unit - Basic:
     Continuing operations                                                        $             0.47                     0.36
                                                                                    =================        =================
     Discontinued operations                                                      $             0.05                     0.10
                                                                                    =================        =================
     Net income for common unit holders per unit                                  $             0.52                     0.46
                                                                                    =================        =================

Income per common unit - Diluted:
     Continuing operations                                                        $             0.46                     0.36
                                                                                    =================        =================
     Discontinued operations                                                      $             0.05                     0.10
                                                                                    =================        =================
     Net income for common unit holders per unit                                  $             0.51                     0.46
                                                                                    =================        =================
</TABLE>

See accompanying notes to consolidated financial statements.


                                       3
<PAGE>

                              REGENCY CENTERS, L.P.
                      Consolidated Statements of Operations
              For the Nine Months ended September 30, 2003 and 2002
                                   (unaudited)

<TABLE>
<CAPTION>
                                                                                          2003                     2002
                                                                                          ----                     ----
<S>                                                                               <C>                             <C>
Revenues:
     Minimum rent                                                                 $      209,338,256              198,629,445
     Percentage rent                                                                       1,504,869                1,464,154
     Recoveries from tenants                                                              61,228,673               57,476,965
     Service operations revenue                                                           26,606,097               12,436,245
     Equity in income of investments in
        real estate partnerships                                                           5,909,959                4,187,268
                                                                                    -----------------        -----------------
           Total revenues                                                                304,587,854              274,194,077
                                                                                    -----------------        -----------------

Operating expenses:
     Depreciation and amortization                                                        56,200,672               50,209,070
     Operating and maintenance                                                            39,829,768               36,037,364
     General and administrative                                                           16,438,446               15,584,804
     Real estate taxes                                                                    30,190,318               28,761,472
     Other expenses                                                                        1,572,171                  678,555
                                                                                    -----------------        -----------------
           Total operating expenses                                                      144,231,375              131,271,265
                                                                                    -----------------        -----------------

Other expense (income)
     Interest expense, net of interest income of $1,613,078
        and $2,280,523 in 2003 and 2002, respectively                                     62,890,764               62,411,095
     Gain on sale of operating properties                                                          -               (1,437,471)
     Provision for loss on operating properties                                            1,968,520                2,524,480
     Other income                                                                                  -               (2,383,524)
                                                                                    -----------------        -----------------
           Total other expense (income)                                                   64,859,284               61,114,580
                                                                                    -----------------        -----------------

      Income before minority interests                                                    95,497,195               81,808,232

Minority interest of limited partners                                                       (317,136)                (360,158)
                                                                                    -----------------        -----------------

          Income from continuing operations                                               95,180,059               81,448,074

Discontinued operations:
     Operating income from discontinued operations                                           832,909               13,877,219
     Gain on sale of operating properties and properties in development                    6,655,829                7,419,323
                                                                                    -----------------        -----------------
           Income from discontinued operations                                             7,488,738               21,296,542
                                                                                    -----------------        -----------------

           Net income                                                                    102,668,797              102,744,616

Preferred unit distributions                                                             (27,501,636)             (25,106,256)
                                                                                    -----------------        -----------------

           Net income for common unit holders                                     $       75,167,161               77,638,360
                                                                                    =================        =================

Income per common unit - Basic:
     Continuing operations                                                        $             1.12                     0.90
                                                                                    =================        =================
     Discontinued operations                                                      $             0.12                     0.36
                                                                                    =================        =================
     Net income for common unit holders per share                                 $             1.24                     1.26
                                                                                    =================        =================

Income per common unit - Diluted:
     Continuing operations                                                        $             1.11                     0.90
                                                                                    =================        =================
     Discontinued operations                                                      $             0.12                     0.36
                                                                                    =================        =================
     Net income for common unit holders per share                                 $             1.23                     1.26
                                                                                    =================        =================
</TABLE>

See accompanying notes to consolidated financial statements.


                                       4
<PAGE>

                              REGENCY CENTERS, L.P.
             Consolidated Statement of Changes in Partners' Capital
                  For the Nine Months Ended September 30, 2003
                                   (unaudited)


<TABLE>
<CAPTION>
                                                                                                         Accumulated
                                                                                                            Other         Total
                                         Series A-F         Series 3         General        Limited     Comprehensive    Partners'
                                       Preferred Units   Preferred Units     Partner        Partner     Income (Loss)     Capital
                                       ---------------   ---------------     -------        -------     -------------    ---------

<S>                                  <C>                  <C>             <C>              <C>           <C>          <C>
Balance at
   December 31, 2002                 $   375,403,652               -      1,221,720,073    30,629,974             -   1,627,753,699
Net income                                24,744,881       2,756,755         73,325,206     1,841,955             -     102,668,797
Change in fair value of
   derivative instruments                          -               -                  -             -    (1,677,256)     (1,677,256)
                                                                                                                      --------------
Total comprehensive income                         -               -                  -             -             -     100,991,541
Redemption of preferred units
  at par plus premium                   (155,750,000)              -                  -             -             -    (155,750,000)
Cash distributions for dividends                   -               -        (93,807,900)   (2,182,180)            -     (95,990,080)
Preferred unit distribution              (20,872,642)     (2,756,755)                 -             -             -     (23,629,397)
Purchase of Regency stock and
  corresponding units                                              -       (153,206,916)            -             -    (153,206,916)
Units converted for cash                           -               -                  -      (973,505)            -        (973,505)
Series 3 Preferred units issued                    -      75,000,000                  -             -             -      75,000,000
Common Units issued as a result of
  common stock issued by Regency,
  net of repurchases                               -               -        126,861,027             -             -     126,861,027
Common Units exchanged for common
  stock of Regency                                 -               -          1,163,543    (1,163,543)            -               -
Reallocation of limited partners
   interest                                        -               -            (54,851)       54,851             -               -
                                        -------------  --------------    --------------  ------------   ------------  -------------
Balance at
   September 30, 2003                $   223,525,891      75,000,000      1,176,000,182    28,207,552    (1,677,256)  1,501,056,369
                                        =============  ==============    ==============  ============   ============  =============
</TABLE>



See accompanying notes to consolidated financial statements



                                       5
<PAGE>

                              REGENCY CENTERS, L.P.
                      Consolidated Statements of Cash Flows
              For the Nine Months Ended September 30, 2003 and 2002
                                   (unaudited)

<TABLE>
<CAPTION>
                                                                                            2003                      2002
                                                                                            ----                      ----
<S>                                                                                 <C>                             <C>
Cash flows from operating activities:
    Net income                                                                      $      102,668,796               102,744,616
    Adjustments to reconcile net income to net
      cash provided by operating activities:
          Depreciation and amortization                                                     56,278,855                54,158,411
          Deferred loan cost and debt premium amortization                                   1,570,772                 1,127,586
          Services provided by Regency in exchange for common Units                          8,688,129                 6,188,453
          Minority interest of limited partners                                                317,136                   360,158
          Equity in income of investments in real estate partnerships                       (5,909,959)               (4,187,268)
          Gain on sale of operating properties                                              (6,655,829)               (8,856,794)
          Provision for loss on operating properties                                         1,968,520                 2,524,480
          Other income - gain on early extinguishment of debt                                        -                (2,383,524)
          Distributions from operations of investments in real estate partnerships           8,303,411                 3,652,021
          Changes in assets and liabilities:
              Tenant receivables                                                             5,592,049                 5,498,346
              Deferred leasing costs                                                        (7,308,922)               (8,224,925)
              Other assets                                                                    (615,569)               (6,407,285)
              Accounts payable and other liabilities                                        (7,663,930)              (15,717,379)
              Tenants' security and escrow deposits                                            566,282                   870,593
                                                                                      -----------------         -----------------
                 Net cash provided by operating activities                                 157,799,741               131,347,489
                                                                                      -----------------         -----------------

Cash flows from investing activities:
     Acquisition and development of real estate                                           (269,345,695)             (242,066,967)
     Proceeds from sale of real estate                                                     138,830,142               265,119,869
     Repayment of notes receivable, net                                                     48,332,147                37,357,641
     Investment in real estate partnerships                                                (10,259,572)              (24,447,654)
     Distributions received from investments in real estate partnerships                    18,360,644                 9,650,753
                                                                                      -----------------         -----------------
                 Net cash (used in) provided by investing activities                       (74,082,334)               45,613,642
                                                                                      -----------------         -----------------

Cash flows from financing activities:
     Net proceeds from the issuance of Regency stock
        and common Units                                                                   125,072,674                 9,932,137
     Repurchase of Regency stock and corresponding common Units                           (150,501,884)               (2,725,000)
     Redemption of preferred partnership units                                            (155,750,000)                        -
     Conversion of common Units by limited partner                                            (973,505)                  (83,232)
     Net distributions to limited partners in consolidated partnerships                        246,527                  (238,000)
     Distributions to preferred unit holders                                               (23,629,397)              (25,106,256)
     Cash distributions for dividends                                                      (95,990,080)              (93,514,446)
     Net proceeds from issuance of Series 3 preferred units                                 72,294,967                         -
     Net proceeds from fixed rate unsecured notes                                                    -               249,625,000
     Proceeds (repayment) of unsecured line of credit, net                                 116,000,000              (244,000,000)
     Proceeds from notes payable                                                            30,821,695                         -
     Repayment of notes payable, net                                                        (7,255,541)              (45,589,300)
     Scheduled principal payments                                                           (4,358,163)               (4,164,277)
     Deferred loan costs                                                                      (253,580)               (2,081,247)
                                                                                      -----------------         -----------------
                 Net cash used in financing activities                                     (94,276,287)             (157,944,621)
                                                                                      -----------------         -----------------

                 Net (decrease) increase in cash and cash equivalents                      (10,558,880)               19,016,510

Cash and cash equivalents at beginning of period                                            56,447,329                27,853,264
                                                                                      -----------------         -----------------

Cash and cash equivalents at end of period                                          $       45,888,449                46,869,774
                                                                                      =================         =================
</TABLE>


                                       6
<PAGE>

                              REGENCY CENTERS, L.P.
                      Consolidated Statements of Cash Flows
              For the Nine Months Ended September 30, 2003 and 2002
                                   (unaudited)
                                    continued

<TABLE>
<CAPTION>
                                                                                            2003                      2002
                                                                                            ----                      ----

<S>                                                                               <C>                                 <C>
Supplemental disclosure of cash flow information - cash paid for interest (net
   of capitalized interest of $9,778,187 and
   $11,020,043 in 2003 and 2002, respectively)                                    $         71,370,633                63,557,496
                                                                                      =================         =================

Supplemental disclosure of non-cash transactions:
Mortgage loans assumed for the acquisition of real estate                         $         15,341,889                46,747,196
                                                                                      =================         =================

Notes receivable taken in connection with sales of operating properties
   and properties in development                                                  $         69,287,420                 7,952,700
                                                                                      =================         =================

Real estate contributed as investment in real estate partnerships                 $         18,328,829                12,612,410
                                                                                      =================         =================

Mortgage debt assumed by purchaser on sale of real estate                         $          5,253,767                         -
                                                                                      =================         =================

Change in fair value of derivative instrument                                     $          1,677,256                         -
                                                                                      =================         =================
</TABLE>


See accompanying notes to consolidated financial statements.


                                       7
<PAGE>

                             Regency Centers, L.P.

                   Notes to Consolidated Financial Statements

                               September 30, 2003

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 Centers Corporation ("Regency" or
               "Company"), a self-administered and self-managed real estate
               investment trust ("REIT"), conducts all of its business and owns
               all of its assets.

               The Partnership was formed in 1996 for the purpose of acquiring
               certain real estate properties. At September 30, 2003, Regency
               owns approximately 98% of the outstanding common units of the
               Partnership.

               The Partnership's ownership interests are represented by Units,
               of which there are i) six series of preferred Units, ii) common
               Units owned by the limited partners and iii) common Units owned
               directly of indirectly by Regency which serves as the general
               partner. Each outstanding common Unit owned by a limited partner
               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
               also partnerships in which it has voting control. All significant
               intercompany balances and transactions have been eliminated in
               the consolidated financial statements.

               The financial statements reflect all adjustments that 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 accounting principles generally accepted in the United
               States of America 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, 2002
               Form 10-K filed with the Securities and Exchange Commission.

         (b)   Revenues

               The Partnership leases space to tenants under agreements with
               varying terms. Leases are accounted for as operating leases with
               minimum rent recognized on a straight-line basis over the term of
               the lease regardless of when payments are due. Accrued rents are
               included in tenant receivables.

               Substantially all of the lease agreements contain provisions that
               grant additional rents based on tenants' sales volume (contingent
               or percentage rent) and reimbursement of the tenants' share of
               real estate taxes and certain common area maintenance ("CAM")
               costs. Percentage rents are recognized when the tenants achieve
               the specified targets as defined in their lease agreements and
               recovery of real estate taxes and CAM costs are recognized when
               earned.

               Service operations revenue includes management fees, commission
               income, and gains or losses from the sale of land and development
               properties without significant operations. Service operations
               revenue does not include gains or losses from the sale of
               operating properties. The Partnership accounts for profit
               recognition on sales of real estate in accordance with the FASB
               Statement No.
               66,



                                       8
<PAGE>

                              Regency Centers, L.P.

                   Notes to Consolidated Financial Statements

                               September 30, 2003


         (b)   Revenues (continued)

               "Accounting for Sales of Real Estate." In summary, profits from
               sales will not be recognized by the Partnership unless a sale has
               been consummated; the buyer's initial and continuing investment
               is adequate to demonstrate a commitment to pay for the property;
               the Partnership has transferred to the buyer the usual risks and
               rewards of ownership; and the Partnership does not have
               substantial continuing involvement with the property.

         (c)   Real Estate Investments

               Land, buildings and improvements are recorded at cost. All direct
               and indirect costs related to development activities are
               capitalized. Included in these costs are interest and real estate
               taxes incurred during construction as well as estimates for the
               portion of internal costs that are incremental, and deemed
               directly or indirectly related to development activity.
               Maintenance and repairs that do not improve or extend the useful
               lives of the respective assets are reflected in operating and
               maintenance expense.

               Depreciation is computed using the straight-line method over
               estimated useful lives of up to forty years for buildings and
               improvements, term of lease for tenant improvements, and three to
               seven years for furniture and equipment.

               On January 1, 2002, the Partnership adopted SFAS No. 144,
               "Accounting for the Impairment or Disposal of Long-Lived Assets"
               ("Statement 144"). In accordance with Statement 144, operating
               properties held for sale includes only those properties available
               for immediate sale in their present condition and for which
               management believes it is probable that a sale of the property
               will be completed within one year. Operating properties held for
               sale are carried at the lower of cost or fair value less costs to
               sell. Depreciation and amortization are suspended during the
               period held for sale.

               The Partnership reviews its real estate portfolio for impairment
               whenever events or changes in circumstances indicate that the
               carrying amount may not be recoverable. Regency determines
               whether impairment has occurred by comparing the property's
               carrying value to an estimate of the future undiscounted cash
               flows. In the event impairment exists, assets are written down to
               fair value for held and used assets and fair value less costs to
               sell for held for sale assets. During the second quarter of 2003,
               the Partnership recorded a provision for loss of approximately $2
               million to adjust three operating properties to their estimated
               fair value. The fair values of the operating properties were
               determined by using prices for similar assets in their respective
               markets.

               The Partnership's properties generally have operations and cash
               flows that can be clearly distinguished from the rest of the
               Partnership. In accordance with Statement 144, the operations and
               gains on sales reported in discontinued operations include those
               operating properties and properties in development for which
               operations and cash flows can be clearly distinguished. The
               operations from these properties have been eliminated from
               ongoing operations and the Partnership will not have continuing
               involvement after disposition. Prior periods have been restated
               to reflect the operations of these properties as discontinued
               operations. The operations and gains on sales of operating
               properties sold to real estate partnerships in which the
               Partnership has some continuing involvement are included in
               income from continuing operations.


                                       9
<PAGE>

                              Regency Centers, L.P.

                   Notes to Consolidated Financial Statements

                               September 30, 2003


         (d)   Deferred Costs

               Deferred costs include deferred leasing costs, leasing
               intangibles acquired in business combinations and deferred loan
               costs, net of amortization. Such costs are amortized over the
               periods through lease expiration or loan maturity. Deferred
               leasing costs consist of internal and external commissions
               associated with leasing the Partnership's shopping centers.
               Leasing intangibles represent the allocation of purchase price to
               in-place leases of properties acquired. Net deferred leasing
               costs and leasing intangibles were $25.7 million and $26.5
               million at September 30, 2003 and December 31, 2002,
               respectively. Deferred loan costs consist of initial direct and
               incremental costs associated with financing activities. Net
               deferred loan costs were $8.6 million and $10.9 million at
               September 30, 2003 and December 31, 2002, respectively.

         (e)   Earnings per Unit

               Basic net income per unit is computed based upon the weighted
               average number of common units outstanding during the year.
               Diluted net income per unit also includes common share
               equivalents for stock options, exchangeable operating partnership
               units, and preferred stock when dilutive. See note 7 for the
               calculation of earnings per unit.

         (f)   Stock-Based Compensation

               Regency is committed to contribute to the Partnership all
               proceeds from the exercise of options or other stock-based awards
               granted under Regency's Stock Option and Incentive Plan.
               Regency's ownership in the Partnership will be increased based on
               the amount of proceeds contributed to the Partnership.

               In December 2002, the FASB issued SFAS No. 148, "Accounting for
               Stock-Based Compensation - Transition and Disclosure" ("Statement
               148"). Statement 148 provides alternative methods of transition
               for a voluntary change to the fair value based method of
               accounting for stock-based employee compensation. In addition,
               Statement 148 amends the disclosure requirements of Statement No.
               123, "Accounting for Stock-Based Compensation" ("Statement 123"),
               to require more prominent and frequent disclosures in financial
               statements about the effects of stock-based compensation. The
               transition guidance and annual disclosure provisions of Statement
               148 are effective for fiscal years ending after December 15, 2002
               and the interim disclosure provisions are effective for periods
               beginning after December 15, 2002. As permitted under Statement
               123 and Statement 148, the Partnership will continue to follow
               the accounting guidelines pursuant to Accounting Principles Board
               Opinion No. 25, "Accounting for Stock Issued to Employees"
               ("Opinion 25"), for stock-based compensation and to furnish the
               pro forma disclosures as required under Statement 148.

               The Partnership applies Opinion 25 in accounting for its
               stock-based compensation plans, and accordingly, no compensation
               cost has been recognized for its stock options in the
               consolidated financial statements. Had the Partnership determined
               compensation cost based on the fair value at the grant date for
               its stock-based employee awards under Statement 123, the
               Partnership's net income for common unit holders for the three
               month and nine month periods ended September 30, 2003 and 2002
               would have been reduced to the pro forma amounts indicated on the
               following page (in thousands except per unit data):


                                       10
<PAGE>

                              Regency Centers, L.P.

                   Notes to Consolidated Financial Statements

                               September 30, 2003


         (f)   Stock-Based Compensation (continued)

<TABLE>
<CAPTION>
                                                                             For the three months ended
                                                                                    September 30,
                                                                                2003            2002
                                                                                ----            ----
                  <S>                                                    <C>                       <C>
                  Net income  for common unit holders
                    as reported:                                         $         30,519          28,138
                  Add:  stock-based employee compensation
                    expense included in reported net income                         2,918           2,127
                  Deduct:  total stock-based employee
                    compensation expense determined under
                    fair value based methods for all awards                         4,149           3,149
                                                                            -------------- ---------------
                  Pro forma net income                                   $         29,288          27,116
                                                                            ============== ===============

                   Earnings per unit:
                      Basic - as reported                                $           0.52            0.46
                                                                            ============== ===============
                      Basic - pro forma                                  $           0.50            0.44
                                                                            ============== ===============

                      Diluted - as reported                              $           0.51            0.46
                                                                            ============== ===============
                      Diluted - pro forma                                $           0.49            0.44
                                                                            ============== ===============

                                                                              For the nine months ended
                                                                                    September 30,
                                                                                2003            2002
                                                                                ----            ----
                  Net income  for common unit holders
                    as reported:                                         $         75,167          77,638
                  Add:  stock-based employee compensation
                    expense included in reported net income                         8,688           6,188
                  Deduct:  total stock-based employee
                    compensation expense determined under
                    fair value based methods for all awards                        11,763           9,254
                                                                            -------------- ---------------
                  Pro forma net income                                   $         72,092          74,572
                                                                            ============== ===============

                    Earnings per unit:
                      Basic - as reported                                $           1.24            1.26
                                                                            ============== ===============
                      Basic - pro forma                                  $           1.18            1.21
                                                                            ============== ===============

                      Diluted - as reported                              $           1.23            1.26
                                                                            ============== ===============
                      Diluted - pro forma                                $           1.18            1.21
                                                                            ============== ===============
</TABLE>


                                       11
<PAGE>

                              Regency Centers, L.P.

                   Notes to Consolidated Financial Statements

                               September 30, 2003


         (g)   Consolidation of Variable Interest Entities

               In January 2003, the FASB issued Interpretation No. 46
               "Consolidation of Variable Interest Entities" ("Interpretation
               46"), which is intended to clarify the application of Accounting
               Research Bulletin No. 51, "Consolidated Financial Statements", to
               certain entities in which equity investors do not have the
               characteristics of a controlling financial interest or do not
               have sufficient equity at risk for the entity to finance its
               activities without additional subordinated financial support from
               other parties, or variable interest entities, as defined in the
               interpretation. Interpretation 46 requires that certain variable
               interest entities be consolidated into the majority variable
               interest holder's financial statements and is applicable
               immediately to all variable interest entities created after
               January 31, 2003, and as of the first interim period ending after
               December 15, 2003 to those variable interest entities created
               before February 1, 2003 and not already consolidated under
               Interpretation 46 in previously issued financial statements . The
               Partnership did not create any variable interest entities after
               January 31, 2003. The Partnership is continuing its analysis of
               the applicability of this interpretation to its structures
               created before February 1, 2003 and does not believe its adoption
               will have a material effect on the financial statements.

         (h)   Segment reporting

               The Partnership's business is investing in retail shopping
               centers through direct ownership or through joint ventures. The
               Partnership actively manages its portfolio of retail shopping
               centers and may from time to time make decisions to sell lower
               performing properties, or developments not meeting its long-term
               investment objectives. The proceeds of sales are invested into
               higher quality retail shopping centers through acquisitions or
               new developments, which management believes will meet its planned
               rate of return. It is management's intent that all retail
               shopping centers will be owned or developed for investment
               purposes. The Partnership's revenue and net income is generated
               from the operation of its investment portfolio. The Partnership
               will also earn incidental fees from third parties for services
               provided to manage and lease retail shopping centers owned
               through joint ventures.

               The Partnership's portfolio is located throughout the United
               States; however, management does not distinguish or group its
               operations on a geographical basis for purposes of allocating
               resources or measuring performance. The Partnership reviews
               operating and financial data for each property on an individual
               basis, therefore, the Partnership defines its operating segment
               as its individual properties. No individual property constitutes
               more than 10% of the Partnership's combined revenue, net income
               or assets, and thus the individual properties have been
               aggregated into one reportable segment based upon their
               similarities with regard to both the nature of the centers,
               tenants and operational processes, as well as, long-term average
               financial performance. In addition, no single tenant accounts for
               10% or more of revenue and none of the shopping centers are
               located outside the United States.


                                       12
<PAGE>

                              Regency Centers, L.P.

                   Notes to Consolidated Financial Statements

                               September 30, 2003


         (i)   Derivative Financial Instruments

               The Partnership adopted SFAS No. 133 "Accounting for Derivative
               Instruments and Hedging Activities" as amended ("Statement 133"),
               on January 1, 2001. Statement 133 requires that all derivative
               instruments be recorded on the balance sheet at their fair value.
               Gains or losses resulting from changes in the values of those
               derivatives would be accounted for depending on the use of the
               derivative and whether it qualifies for hedge accounting. The
               Partnership uses derivative financial instruments such as
               interest rate swaps to mitigate its interest rate risk on a
               related financial instrument. Statement 133 requires that changes
               in fair value of derivatives that qualify as cash flow hedges be
               recognized in other comprehensive income (loss) while the
               ineffective portion of the derivative's change in fair value be
               recognized immediately in earnings.

               To determine the fair value of derivative instruments, the
               Partnership uses standard market conventions and techniques such
               as discounted cash flow analysis, option pricing models and
               termination costs at each balance sheet date. All methods of
               assessing fair value result in a general approximation of value,
               and such value may never actually be realized.

         (j)   Financial Instruments with Characteristics of both Liabilities
               and Equity

               In May 2003, the FASB issued Statement of Accounting Standards
               No. 150, "Accounting for Certain Financial Instruments with
               Characteristics of both Liabilities and Equity" ("Statement
               150"). Statement 150 affects the accounting for certain financial
               instruments, including requiring companies having consolidated
               entities with specified termination dates to treat minority
               owners' interests in such entities as liabilities in an amount
               based on the fair value of the entities. Although Statement 150
               was originally effective July 1, 2003, the FASB has indefinitely
               deferred certain provisions related to classification and
               measurement requirements for mandatorily redeemable financial
               instruments that become subject to Statement 150 solely as a
               result of consolidation including minority interests of entities
               with specified termination dates. As a result, Statement 150 has
               no impact on the Partnership's Consolidated Statements of
               Operations for the three month and nine month periods ended
               September 30, 2003.

               At September 30, 2003, the Partnership held a majority interest
               in six consolidated entities with specified termination dates
               ranging from 2007 to 2049. The minority owners' interests in
               these entities are to be settled upon termination by distribution
               of either cash or specific assets of the underlying entities. The
               estimated fair value of minority interests in entities with
               specified termination dates was approximately $24.8 million at
               September 30, 2003. The Partnership has no other financial
               instruments that currently are affected by Statement 150.

         (k)   Reclassifications

               Certain reclassifications have been made to the 2002 amounts to
               conform to classifications adopted in 2003.




                                       13
<PAGE>

                              Regency Centers, L.P.

                   Notes to Consolidated Financial Statements

                               September 30, 2003


2.     Discontinued Operations

       During 2003, the Partnership sold 100% of its interest in eight operating
       properties for proceeds of $57.6 million and the combined operating
       income and gain of $7.3 million on these sales are included in
       discontinued operations. The revenues from properties included in
       discontinued operations, including properties sold in 2003 and 2002, as
       well as, operating properties held for sale, were $2.5 million and $24.2
       million for the nine months ended September 30, 2003 and 2002,
       respectively. The operating income from these properties was $832,909 and
       $13.9 million for the nine months ended September 30, 2003 and 2002,
       respectively.

3.     Investments in Real Estate and Real Estate Partnerships

       During 2003, the Partnership acquired two grocery-anchored shopping
       centers for $35 million. The 2003 acquisitions were accounted for as
       purchases and the results of their operations are included in the
       consolidated financial statements from the date of the acquisition.
       Acquisitions (either individually or in the aggregate) were not
       significant to the operations of the Partnership in the periods in which
       they were acquired or the period preceding the acquisition.

       The Partnership allocates the purchase price of acquired properties to
       land, buildings, and identifiable intangible assets based on their fair
       values. The total value of intangible assets is measured based on the
       difference between the purchase price paid for the property and the value
       of the property on an "as-if vacant" basis. Management's estimates of
       "as-if vacant" value are based on replacement costs for similar
       properties and consideration of carrying costs such as real estate taxes,
       insurance, and other operating expenses and lost rentals during expected
       lease-up periods. Total intangible assets are allocated to (i) above or
       below-market lease intangibles, (ii) at-market lease intangibles
       (in-place leases) and (iii) customer relationship value, if any. Above or
       below-market lease intangibles are recorded based on the present value of
       the difference between the contractual amounts to be received on acquired
       leases and the estimated amounts that would be received for similar
       leases at current market terms. Above- and below-market lease intangibles
       are amortized to rental income over the remaining non-cancelable terms of
       the respective leases. The remaining amount of total intangible assets is
       assigned to the value of in-place leases and is amortized to expense over
       the initial term of the respective leases.

       The Partnership accounts for all investments in which it owns 50% or less
       and does not have a controlling financial interest using the equity
       method. The Partnership's combined investment in these partnerships was
       $133.3 million and $125.5 million at September 30, 2003 and December 31,
       2002, respectively. Net income, which includes all operating results, as
       well as gains and losses on sales of properties within the joint
       ventures, is allocated to the Partnership in accordance with the
       respective partnership agreements. Such allocations of net income are
       recorded in equity in income of investments in real estate partnerships
       in the accompanying consolidated statements of operations.

       The Partnership has a 25% equity interest in Macquarie
       CountryWide-Regency, LLC ("MCWR"), a joint venture with an affiliate of
       Macquarie CountryWide Trust of Australia, a Sydney, Australia-based
       property trust focused on investing in grocery-anchored shopping centers.
       During the nine months ended, September 30, 2003, MCWR acquired eight
       shopping centers from the Partnership for $158.7 million, for which the
       Partnership received net proceeds of $59.2 million. The Partnership


                                       14
<PAGE>

                              Regency Centers, L.P.

                   Notes to Consolidated Financial Statements

                               September 30, 2003


3.     Investments in Real Estate and Real Estate Partnerships (continued)

       holds a note receivable of $69.3 million related to the sale of three of
       the assets in September 2003. The note receivable has an interest rate of
       LIBOR plus 1.5% and matures on December 31, 2003. Since the Partnership
       has a continuing involvement in these properties, the development gains
       recognized by the Partnership on these sales represents gain recognition
       on only that portion of the sale to MCWR not owned by the Partnership and
       are not included in discontinued operations. The gains on these sales of
       $16.3 million are recorded in service operations revenue in the
       Partnership's consolidated statements of operations.

       The Partnership also has a 20% equity interest in Columbia Regency Retail
       Partners, LLC ("Columbia"), a joint venture with the Oregon State
       Treasury that was formed for the purpose of investing in retail shopping
       centers. During the current year, Columbia has acquired one shopping
       center for $20 million.

       With the exception of Columbia and MCWR, both of which intend to continue
       expanding their investment in shopping centers, the investments in real
       estate partnerships represent single asset entities formed for the
       purpose of developing or owning retail based commercial real estate.

       The Partnership's investments in real estate partnerships as of September
       30, 2003 and December 31, 2002 consist of the following (in thousands):
<TABLE>
<CAPTION>
                                                              Ownership               2003          2002
                                                              ---------               ----          ----

       <S>                                                       <C>         <C>                     <C>
       Columbia Regency Retail Partners, LLC                     20%         $          39,628        42,413
       Macquarie CountryWide-Regency, LLC                        25%                    31,770        22,281
       RRG-RMC Tracy, LLC                                        50%                    23,449        23,269
       OTR/Regency Texas Realty Holdings, L.P.                   30%                    16,071        15,992
       Tinwood, LLC                                              50%                    10,232        10,983
       Regency Woodlands/Kuykendahl, Ltd.                        50%                     6,528         7,973
       Jog Road, LLC                                             50%                     3,000         2,571
       Hermosa Venture 2002, LLC                                 27%                     2,638             -
                                                                                  ------------- -------------
                                                                              $        133,316       125,482
                                                                                  ============= =============
</TABLE>

       Summarized financial information for the unconsolidated investments on a
       combined basis, is as follows (in thousands):
<TABLE>
<CAPTION>
                                                                     September 30,      December 31,
                                                                         2003               2002
                                                                         ----               ----
       <S>                                                       <C>                      <C>
       Balance Sheet:
       Investment in real estate, net                            $       692,862          553,118
       Other assets                                                       53,156           15,721
                                                                    -------------    -------------
             Total assets                                        $       746,018          568,839
                                                                    =============    =============

       Notes payable                                             $       298,132          167,071
       Other liabilities                                                  16,493           10,386
       Equity and partners' capital                                      431,393          391,382
                                                                    -------------    -------------
             Total liabilities and equity                        $       746,018          568,839
                                                                    =============    =============
</TABLE>

       Unconsolidated partnerships and joint ventures had notes payable of $298
       million at September 30, 2003 and the Partnership's proportionate share
       of these loans was $58.1 million.

                                       15
<PAGE>

                              Regency Centers, L.P.

                   Notes to Consolidated Financial Statements

                               September 30, 2003


3.     Investments in Real Estate and Real Estate Partnerships (continued)

       The revenues and expenses on a combined basis are summarized as follows
       for the three months ended September 30, 2003 and 2002:

<TABLE>
<CAPTION>
                                                                            2003             2002
                                                                            ----             ----
       <S>                                                       <C>                         <C>
       Statement of Operations:
       Total revenues                                            $         18,835            9,815
       Total expenses                                                      13,384            5,278
                                                                     -------------    -------------
            Net income                                           $          5,451            4,537
                                                                     =============    =============

       The revenues and expenses on a combined basis are summarized as follows for the nine months
       ended September 30, 2003 and 2002:

                                                                            2003            2002
                                                                            ----            ----
       Statement of Operations:
       Total revenues                                            $         52,257           28,346
       Total expenses                                                      33,955           13,455
                                                                     -------------    -------------
            Net income                                           $         18,302           14,891
                                                                     =============    =============
</TABLE>

4.     Notes Payable and Unsecured Line of Credit

       The Partnership's outstanding debt at September 30, 2003 and December 31,
       2002 consists of the following (in thousands):

<TABLE>
<CAPTION>
                                                              2003            2002
                                                              ----            ----
<S>                                                   <C>                     <C>
Notes Payable:
    Fixed rate mortgage loans                         $         233,378         229,551
    Variable rate mortgage loans                                 49,336          24,998
    Fixed rate unsecured loans                                  999,104         998,975
                                                         --------------- ---------------
          Total notes payable                                 1,281,818       1,253,524
Unsecured line of credit                                        196,000          80,000
                                                         --------------- ---------------
         Total                                        $       1,477,818       1,333,524
                                                         =============== ===============
</TABLE>

       Interest rates paid on the unsecured line of credit (the "Line"), which
       are based on LIBOR plus .85%, were 1.975% and 2.2880% at September 30,
       2003 and December 31, 2002, respectively. The spread that the Partnership
       pays on the Line is dependent upon maintaining specific investment grade
       ratings. The Partnership is required to comply, and is in compliance
       with, certain financial and other covenants customary with this type of
       unsecured financing. 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, but could be subject to a yield-maintenance premium. Mortgage
       loans are generally due in monthly installments of interest and principal
       and mature over various terms through 2023. Variable interest rates on
       mortgage loans are currently based on LIBOR plus a spread in a range of
       130 to 150 basis points. Fixed interest rates on mortgage loans range
       from 5.65% to 9.5%.


                                       16
<PAGE>

                              Regency Centers, L.P.

                   Notes to Consolidated Financial Statements

                               September 30, 2003


4.     Notes Payable and Unsecured Line of Credit (continued)

       In June 2003, the Partnership assumed debt with a fair value of $13.3
       million related to the acquisition of a property, which includes a debt
       premium of $797,303 based upon the above market interest rate of the debt
       instrument. The debt premium is being amortized over the term of the
       related debt instrument.

       As of September 30, 2003, 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>
              2003                                      $          1,293          20,671          21,964
              2004 (includes the Line)                             5,344         418,604         423,948
              2005                                                 4,156         172,732         176,888
              2006                                                 3,476          24,094          27,570
              2007                                                 2,891          25,696          28,587
              Beyond 5 Years                                      24,725         768,291         793,016
              Unamortized debt premiums                                -           5,845           5,845
                                                             ----------------------------------------------
                   Total                                $         41,885       1,435,933       1,477,818
                                                             ==============================================
</TABLE>

5.     Derivative Financial Instruments

       The Partnership is exposed to capital market risk, such as changes in
       interest rates. In order to manage the volatility relating to interest
       rate risk, the Partnership may enter into interest rate hedging
       arrangements from time to time. The Partnership does not utilize
       derivative financial instruments for trading or speculative purposes. The
       Partnership accounts for derivative instruments under Statement of
       Financial Accounting Standard No. 133, "Accounting for Derivative
       Instruments and Hedging Activities" as amended ("Statement 133").

       In July and September, 2003, the Partnership entered into two
       forward-starting interest rate swaps of $96.5 million and $47.7 million,
       respectively. The Partnership designated the $144.2 million swaps as
       hedges to effectively fix the rate on a refinancing expected in April
       2004. The fair value of the swaps was a liability of $1.7 million as of
       September 30, 2003, and is recorded in accounts payable and other
       liabilities in the accompanying balance sheet. The swaps qualify for
       hedge accounting under Statement 133; therefore, changes in fair value
       are recorded in other comprehensive income (loss). No hedge
       ineffectiveness has been incurred and recognized to date on these swaps.
       Amounts reported in accumulated other comprehensive income (loss) related
       to these swaps will be reclassified to interest expense as interest
       payments are made on the forecasted refinancing.



                                       17
<PAGE>

                              Regency Centers, L.P.

                   Notes to Consolidated Financial Statements

                               September 30, 2003


6.     Stockholders' Equity and Partners' Capital

       (a)     RCLP has issued Cumulative Redeemable Preferred Units ("Preferred
               Units") in various amounts since 1998. The issues were sold
               primarily to institutional investors in private placements for
               $100 per unit. The Preferred Units, which may be called by RCLP
               at par after certain dates, have no stated maturity or mandatory
               redemption, and pay a cumulative, quarterly dividend at fixed
               rates. At any time after ten years from the date of issuance, the
               Preferred Units may be exchanged by the holder for Cumulative
               Redeemable Preferred Stock ("Preferred Stock") at an exchange
               rate of one share for one unit. The Preferred Units and the
               related Preferred Stock are not convertible into common stock of
               the Company. The net proceeds of these offerings were used to
               reduce the Line. At September 30, 2003 and December 31, 2002, the
               face value of total Preferred Units issued was $229 million and
               $384 million, respectively with an average fixed distribution
               rate of 8.88% and 8.72%, respectively.

               During the third quarter of 2003, the Partnership redeemed $80
               million of Series A 8.125% Preferred Units which was funded from
               proceeds from the stock offering completed on August 18, 2003 and
               described below. At the time of the redemption, $1.2 million of
               previously deferred costs related to the original preferred
               units' issuance were recognized in the consolidated statements of
               operations as a component of minority interest preferred unit
               distributions. During the first quarter of 2003, the Partnership
               redeemed $35 million of Series C 9% Preferred Units and $40
               million of Series E 8.75% Preferred Units. The redemptions were
               portions of each series and the Partnership paid a 1% premium on
               the face value of the redeemed units totaling $750,000. At the
               time of redemption, the premium and $1.9 million of previously
               deferred costs related to the original preferred units' issuance
               were recognized in the consolidated statements of operations as a
               component of minority interest preferred unit distributions. The
               redemption of the Series C and E units was funded from proceeds
               from the Line.

               Terms and conditions of the Preferred Units outstanding as of
               September 30, 2003 are summarized as follows:

<TABLE>
<CAPTION>
                    Units           Issue             Amount        Distribution       Callable        Exchangeable
   Series        Outstanding        Price           Outstanding         Rate        by Partnership     by Unitholder
-------------- --------------- -------------- -- ---------------- --------------- ----------------- ------------------

<S>                 <C>           <C>         <C>                     <C>             <C>               <C>
Series B              850,000     100.00              85,000,000      8.750%          09/03/04          09/03/09
Series C              400,000     100.00              40,000,000      9.000%          09/03/04          09/03/09
Series D              500,000     100.00              50,000,000      9.125%          09/29/04          09/29/09
Series E              300,000     100.00              30,000,000      8.750%          05/25/05          05/25/10
Series F              240,000     100.00              24,000,000      8.750%          09/08/05          09/08/10
               ---------------                   ----------------
                    2,290,000                 $      229,000,000
               ===============                   ================
</TABLE>



       (b)     On August 18, 2003, we issued 3,600,000 shares of common stock at
               $35.96 per share in a public offering.

               Until June 24, 2003, Security Capital beneficially owned
               34,273,236 shares, representing 56.6% of the voting stock
               outstanding of Regency. On June 24, 2003, Security Capital sold
               common stock through (1) an underwritten public offering (the
               "Secondary Offering"), and (2) the sale of shares to Regency
               pursuant to a Purchase and Sale Agreement dated


                                       18
<PAGE>

                              Regency Centers, L.P.

                   Notes to Consolidated Financial Statements

                               September 30, 2003


6.     Stockholders' Equity and Partners' Capital (continued)


       (b)     June 11, 2003 (the "Purchase and Sale Agreement"), and also
               agreed to sell the balance of the shares pursuant to forward
               sales contracts.

               Security Capital sold 9,666,356 shares of common stock in the
               Secondary Offering. On June 24, 2003, it also sold 4,606,880
               shares of common stock to Regency at the public offering price of
               $32.56 per share pursuant to the Purchase and Sale Agreement. The
               purchase price of $150 million was funded from the Partnership's
               Line. Currently, Security Capital owns 12,186,667 shares of
               common stock (constituting approximately 20.4% of Regency's
               outstanding common stock) all of which are subject to forward
               sales contracts. Upon settlement of all of the forward sales
               contracts, which provide for settlement at various times during
               the first half of 2004, or earlier at the election of Security
               Capital, they will no longer own any shares of Regency common
               stock, unless Security Capital elects to settle one or more of
               the forward contracts in cash rather than by delivery of shares
               of common stock.

               Concurrently with the closing of the Secondary Offering and the
               sale of common stock to Regency, Security Capital and Regency
               terminated the Stockholders Agreement dated as of July 10, 1996,
               as amended. This termination was pursuant to an Agreement
               Relating to Disposition of Shares dated as of June 11, 2003 (the
               "Disposition Agreement"). Under the Disposition Agreement,
               Security Capital also agreed that, following the closing of the
               Secondary Offering, it will vote any shares of common stock that
               are subject to forward contracts and over which it has voting
               power in the same proportion as shares are voted by other
               shareholders of Regency. In addition, Security Capital agreed
               that, if it settles forward contracts in cash rather than shares,
               within 100 trading days thereafter, it will sell a sufficient
               number of shares so that it will no longer beneficially own
               shares with a value in excess of 7% of the total value of
               Regency's capital stock.

               Security Capital also agreed in the Disposition Agreement to
               waive the special ownership limit created for it in Regency's
               articles of incorporation. Once Security Capital reduces its
               ownership to 7% or less after the forward contracts settle in
               2004, it will be subject to the same 7% ownership limit in
               Regency's articles of incorporation that applies to other
               shareholders.

       (c)     During the first quarter of 2003, the holder of the Series 2
               preferred stock converted all of its remaining 450,400 preferred
               shares into common stock at a conversion ratio of 1:1.

       (d)     On April 3, 2003, the Company received proceeds from a $75
               million offering of 3,000,000 depositary shares representing
               300,000 shares of Series 3 Cumulative Redeemable Preferred Stock.
               The depositary shares are not convertible into common stock of
               the Company and are redeemable at par upon Regency's election on
               or after April 3, 2008, pay a 7.45% annual dividend and have a
               liquidation value of $25 per depositary share. The proceeds from
               this transaction were contributed to the Partnership in exchange
               for 300,000 of Series 3 Preferred Units issued to and held by
               Regency with terms exactly the same as the Series 3 Cumulative
               Redeemable Preferred Stock. The proceeds from this offering were
               used to reduce the Line.



                                       19
<PAGE>

                              Regency Centers, L.P.

                   Notes to Consolidated Financial Statements

                               September 30, 2003


7.     Earnings per Unit

       The following summarizes the calculation of basic and diluted earnings
       per unit for the three months ended September 30, 2003 and 2002 (in
       thousands except per unit data):

<TABLE>
<CAPTION>
                                                                          2003                 2002
                                                                          ----                 ----
         <S>                                                     <C>                                <C>
         Numerator:
         Income from continuing operations                       $             36,189               30,747
         Discontinued operations                                                2,983                5,760
                                                                    ------------------   ------------------
         Net income                                                            39,172               36,507
         Less:  Preferred unit distributions                                    8,653                8,369
                                                                    ------------------   ------------------
         Net income for common unit holders                                    30,519               28,138
         Less: Preferred stock dividends                                            -                  758
         Net income for common unit holders                         ------------------   ------------------
             Basic and Diluted                                   $             30,519               27,380
                                                                    ==================   ==================

         Denominator:
         -------------
         Weighted average common units
           outstanding for Basic EPU                                           59,079               59,857
         Incremental units to be issued under common
           stock options using the Treasury stock method                          363                  313
                                                                    ------------------   ------------------
         Weighted average common units outstanding
           for Diluted EPU                                                     59,442               60,170
                                                                    ==================   ==================

         Income per common unit - Basic
         Income from continuing operations                       $               0.47                 0.36
         Discontinued operations                                 $               0.05                 0.10
                                                                    ------------------   ------------------
         Net income for common unit holders
           per unit                                              $               0.52                 0.46
                                                                    ==================   ==================

         Income per common unit - Diluted
         Income from continuing operations                       $               0.46                 0.36
         Discontinued operations                                 $               0.05                 0.10
                                                                    ------------------   ------------------
         Net income for common unit holders
           per unit                                              $               0.51                 0.46
                                                                    ==================   ==================
</TABLE>

       The Series 2 Preferred stock dividends are deducted in 2002 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 Series 2 Preferred stock dividends is deemed to be
       preferential to the distributions made to common unit holders.


                                       20
<PAGE>

                              Regency Centers, L.P.

                   Notes to Consolidated Financial Statements

                               September 30, 2003


7.     Earnings per Unit (continued)

       The following summarizes the calculation of basic and diluted earnings
       per unit for the nine months ended September 30, 2003 and 2002 (in
       thousands except per unit data):

<TABLE>
<CAPTION>
                                                                          2003                 2002
                                                                          ----                 ----
         <S>                                                     <C>                               <C>
         Numerator:
         Income from continuing operations                       $             95,180               81,448
         Discontinued operations                                                7,489               21,296
                                                                    ------------------   ------------------
         Net income                                                           102,669              102,744
         Less: Preferred unit distributions                                    27,502               25,106
                                                                    ------------------   ------------------
         Net income for common unit holders                                    75,167               77,638
                                                                    ------------------   ------------------
         Less: Preferred stock dividends                                            -                2,276
         Net income for common unit holders                         ------------------   ------------------
           Basic and Diluted                                     $             75,167               75,362
                                                                    ==================   ==================

         Denominator:
         -------------
         Weighted average common units
           outstanding for Basic EPU                                           60,766               59,608
         Incremental units to be issued under common
           stock options using the Treasury stock method                          395                  172
                                                                    ------------------   ------------------
         Weighted average common units outstanding
           for Diluted EPU                                                     61,161               59,780
                                                                    ==================   ==================

         Income per common unit - Basic
         Income from continuing operations                       $               1.12                 0.90
         Discontinued operations                                 $               0.12                 0.36
                                                                    ------------------   ------------------
         Net income for common unit holders
           per unit                                              $               1.24                 1.26
                                                                    ==================   ==================

         Income per common unit - Diluted
         Income from continuing operations                       $               1.11                 0.90
         Discontinued operations                                 $               0.12                 0.36
                                                                    ------------------   ------------------
         Net income for common unit holders
           per unit                                              $               1.23                 1.26
                                                                    ==================   ==================
</TABLE>

       The Series 2 Preferred stock dividends are deducted in 2002 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 Series 2 Preferred stock dividends is deemed to be
       preferential to the distributions made to common unit holders.


                                       21
<PAGE>

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

         In addition to historical information, the following information
contains forward-looking statements under the federal securities laws. These
statements are based on current expectations, estimates and projections about
the industry and markets in which Regency operates, and management's beliefs and
assumptions. Forward-looking statements are not guarantees of future performance
and involve certain known and unknown risks and uncertainties that could cause
actual results to differ materially from those expressed or implied by such
statements. Such risks and uncertainties include, but are not limited to,
changes in national and local economic conditions; financial difficulties of
tenants; competitive market conditions, including pricing of acquisitions and
sales of properties and out-parcels; changes in expected leasing activity and
market rents; timing of acquisitions, development starts and sales of properties
and out-parcels; weather; the ability to obtain governmental approvals; and
meeting development schedules. The following discussion should be read in
conjunction with the accompanying Consolidated Financial Statements and Notes
thereto of Regency Centers, L.P. ("RCLP" or "Partnership") appearing elsewhere
within.

Organization
------------

         Regency Centers Corporation ("Regency" or Company") is a qualified real
estate investment trust ("REIT"), which began operations in 1993. We invest in
retail shopping centers through our partnership interest in Regency Centers,
L.P., an operating partnership in which Regency currently owns approximately 98%
of the outstanding common partnership units ("Common Units"). Regency's
acquisition, development, operations and financing activities, including the
issuance of Common Units or Cumulative Redeemable Preferred Units ("Preferred
Units"), are generally executed by RCLP.

Shopping Center Business
------------------------

          We are a national owner, operator and developer of grocery-anchored
neighborhood retail shopping centers. A list of our shopping centers including
those partially owned through joint ventures, summarized by state and in order
of largest holdings, including their gross leasable areas ("GLA") follows:

<TABLE>
<CAPTION>
                          September 30, 2003                               December 31, 2002
      Location           # Properties           GLA         % Leased       # Properties           GLA         % Leased
      --------           ------------           ---         --------       ------------           ---         --------
<S>                          <C>             <C>             <C>                <C>            <C>            <C>
Florida                       50              5,934,025       94.1%             53              6,193,550      91.9%
California                    46              5,489,582       94.5%             43              5,125,030      99.1%
Texas                         41              5,310,463       89.1%             40              5,123,197      93.6%
Georgia                       23              2,256,018       94.2%             24              2,437,712      93.9%
Ohio                          14              1,901,537       89.7%             14              1,901,684      91.4%
Colorado                      14              1,622,717       87.3%             15              1,538,570      98.0%
North Carolina                10              1,050,043       98.8%             12              1,225,201      97.6%
Virginia                      8               1,008,792       98.9%              7                872,796      96.8%
Washington                    9               1,020,514       96.2%              9                986,374      98.9%
Oregon                        8                 841,998       92.3%              9                822,115      93.7%
Alabama                       8                 698,235       87.0%              7                644,896      94.3%
Arizona                       5                 501,005       94.4%              6                525,701      96.3%
Tennessee                     6                 444,234       98.0%              6                444,234      95.3%
Illinois                      3                 408,211       95.9%              2                300,477      96.1%
South Carolina                5                 339,926       94.0%              5                339,256      99.1%
Kentucky                      3                 319,875       96.2%              2                304,659      96.6%
Michigan                      4                 368,260       86.9%              3                279,265      92.6%
Delaware                      2                 240,418       99.5%              2                240,418      99.0%
New Jersey                    1                  88,993       86.6%              1                 88,993        -
Missouri                      1                  82,498       92.9%              1                 82,498      92.9%
Pennsylvania                  1                   6,000      100.0%              1                  6,000     100.0%
                       ----------------- --------------- ---------------- ---------------- --------------- ---------------
    Total                    262             29,933,344       92.9%             262            29,482,626      91.5%
                       ================= =============== ================ ================ =============== ===============
</TABLE>


                                       22
<PAGE>

          We are focused on building a portfolio of grocery-anchored
neighborhood shopping centers that are positioned to withstand adverse economic
conditions by providing consumers with convenient shopping for daily necessities
and adjacent local tenants with foot traffic. Regency's current investment
markets are stable, and we expect 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 our shopping centers, including those partially owned through joint
ventures at September 30, 2003:
<TABLE>
<CAPTION>
                                                             Percentage of      Percentage of
                     Grocery               Number of            Company-         Annualized
                     Anchor                Stores (a)          owned GLA         Base Rent
                     ------                ----------          ---------         ---------
                    <S>                       <C>                <C>                <C>
                    Kroger                    61                 12.0%              8.7%
                    Publix                    54                  8.4%              5.3%
                    Safeway                   47                  6.0%              4.7%
                    Albertsons                25                  3.2%              2.4%
</TABLE>

         (a) Includes grocery-tenant-owned stores

Acquisition and Development of Shopping Centers
-----------------------------------------------

         We have implemented a growth strategy dedicated to developing and
acquiring high-quality shopping centers. Our development program makes a
significant contribution to our overall growth. Development is customer-driven,
meaning we generally have an executed lease from the grocery-anchor before we
begin construction. Developments serve the growth needs of our grocery and
specialty retail customers, result in modern shopping centers with long-term
leases from grocery and other anchors, and produce either attractive returns on
invested capital or profits from sale. This development process can require up
to 36 months from initial land or redevelopment acquisition through
construction, lease-up and stabilization, depending upon the size and type of
project. Generally, anchor tenants begin operating their stores prior to
construction completion of the entire center, resulting in rental income during
the development phase.

         At September 30, 2003, we had 34 projects under construction or
undergoing major renovations, which, when completed, are expected to represent
an investment of $590.5 million before the estimated reimbursement of certain
tenant-related costs and projected sales proceeds from adjacent land and
out-parcels of $139.5 million. Costs necessary to complete these developments
will be $208.3 million, are generally already committed as part of existing
construction contracts, and will be expended through 2005. These developments
are approximately 65% complete and 81% pre-leased.

         We have a 20% equity interest in and serve as property manager for
Columbia Regency Retail Partners, LLC ("Columbia"), a joint venture with the
Oregon State Treasury that was formed for the purpose of investing in retail
shopping centers. At September 30, 2003, Columbia owned 13 shopping centers and
had total assets of $311.1 million. Columbia has acquired one shopping center
for $20 million during 2003.

         We have a 25% equity interest in and serve as property manager for
Macquarie CountryWide-Regency, LLC ("MCWR"), a joint venture with an affiliate
of Macquarie CountryWide Trust of Australia, a Sydney, Australia based
property trust focused on investing in grocery-anchored shopping centers.
During 2003, MCWR acquired eight shopping centers from the Company for $158.7
million, for which we received net proceeds of $59.2 million and a note
receivable of $69.3 million with a rate of LIBOR plus 1.5% maturing on
December 31, 2003. MCWR is currently in the process of placing third-party
fixed-rate mortgages on the properties, the proceeds of which will be used to
repay the note receivable. We recognized gains on these development sales of
$16.3 million recorded as service operations revenue. The recognition of gain
is recorded on only that portion of the sale to MCWR not attributable to our
25% joint venture interest. The gain is not recorded as discontinued
operations because of our continuing involvement in these shopping centers.
Also during 2003, MCWR sold a shopping center to a third party for $9.4
million. At September 30, 2003, MCWR owned 23 shopping centers and had total
assets of $333.8 million.

                                       23
<PAGE>

         Columbia and MCWR intend to continue to acquire retail shopping
centers, some of which they may acquire directly from us. For those properties
acquired from third parties, Regency is required to provide its pro rata share
of the purchase price.

Liquidity and Capital Resources
-------------------------------

         We expect that the cash generated from revenues will provide the
necessary funds on a short-term basis to pay our operating expenses, interest
expense, scheduled principal payments on outstanding indebtedness, recurring
capital expenditures necessary to maintain our shopping centers properly, and
distributions to stock and unit holders. Net cash provided by operating
activities was $157.8 million and $131.3 million for the nine months ended
September 30, 2003 and 2002, respectively. During the first nine months of 2003
and 2002, respectively, we incurred capital expenditures of $11.4 million and
$12 million to improve our shopping center portfolio, paid scheduled principal
payments of $4.4 million and $4.2 million to our lenders, and paid dividends and
distributions of $119.6 million and $118.6 million to our share and unit
holders.

         Although base rent is supported by long-term lease contracts, tenants
who file bankruptcy have the ability to cancel their leases and close the
related stores. In the event that a tenant with a significant number of leases
in our shopping centers files bankruptcy and cancels its leases, we could
experience a significant reduction in our revenues. We are not currently aware
of any current or pending bankruptcy of any of our tenants that would cause a
significant reduction in our revenues, and no tenant represents more than 10% of
our annual base-rental revenues.

         We expect to meet long-term capital requirements for maturing preferred
units and debt, the acquisition of real estate, and the renovation or
development of shopping centers from: (i) cash generated from operating
activities after the payments described above, (ii) proceeds from the sale of
real estate, (iii) joint venturing of real estate, (iv) refinancing of debt, and
(v) equity raised in the private or public markets. Additionally, the Company
has the right to call and repay at par outstanding preferred units five years
after their issuance date, at the Company's discretion.

         We are exposed to capital market risk, such as changes in interest
rates. In order to manage the volatility relating to interest rate risk, we may
enter into interest rate hedging arrangements from time to time. We do not
utilize derivative financial instruments for trading or speculative purposes. We
account for derivative instruments under Statement of Financial Accounting
Standard No. 133, "Accounting for Derivative Instruments and Hedging Activities"
as amended ("Statement 133").

         We have $200 million of 7.4% unsecured debt maturing April 1, 2004. In
July and September, 2003, we entered into two forward-starting interest rate
swaps of $96.5 million and $47.7 million, respectively. We designated the
aggregate $144.2 million swaps as a hedge to effectively fix the rate on
financing expected in April, 2004. The fair value of the swaps was a liability
of $1.7 million as of September 30, 2003, and is recorded in accounts payable
and other liabilities in the accompanying balance sheet. The swaps qualify for
hedge accounting under Statement 133; therefore, changes in fair value are
recorded in other comprehensive income (loss). No hedge ineffectiveness has been
incurred and recognized to date on these swaps. Amounts reported in accumulated
other comprehensive income (loss) related to these swaps will be reclassified to
interest expense as interest payments are made on the related debt.

         On August 18, 2003, we issued 3,600,000 shares of common stock at
$35.96 per share in a public offering. The proceeds of $129.5 million were used
to pay offering costs, redeem $80 million or 100% of the Series A Preferred
Units and the balance to reduce the Line. At the time of the redemption, $1.2
million of previously deferred costs related to the original preferred units'
issuance were recognized in the consolidated statement of operations as a
component of minority interest preferred unit distributions.


                                       24
<PAGE>

         On June 24, 2003, we purchased 4,606,880 shares of common stock for
$150 million from Security Capital pursuant to a Purchase and Sale Agreement
dated June 11, 2003. The purchase was funded from the Line and the shares are
held as Treasury shares.

       On April 3, 2003, we received proceeds from a $75 million offering of
3,000,000 depositary shares representing Series 3 Cumulative Redeemable
Preferred Stock. The depositary shares are not convertible into common stock of
the Company and are redeemable at par upon Regency's election on or after April
3, 2008, pay a 7.45% annual dividend and have a liquidation value of $25 per
depositary share.

         During the first quarter, we redeemed $35 million of Series C 9%
Preferred Units and $40 million of Series E 8.75% Preferred Units in a
negotiated transaction. The redemptions were portions of each series and we paid
a 1% premium on the face value of the redeemed units totaling $750,000 which is
recorded as minority interest preferred units. At the time of redemption, the
premium and $1.9 million of previously deferred costs related to the original
preferred units' issuance were recognized in the consolidated statement of
operations as a component of minority interest preferred unit distributions. The
redemption was funded from proceeds from the Line.

         Our commitment to maintaining a high-quality portfolio dictates that we
continually assess the value of all of our properties and sell to third parties
those operating properties that no longer meet our long-term investment
standards. We may also sell a portion of an operating or development property to
one of our joint ventures, which may provide Regency with a capital source for
new development and acquisitions. By selling a property to a joint venture,
Regency owns less than 100% of the property, generally 20% to 50%, and shares
the risks and rewards of the property with its partner.

         Proceeds from the sale or joint venturing of properties are included in
net investing activities on the Consolidated Statements of Cash Flows. During
2003 net proceeds from the sale or joint venturing of real estate was $138.8
million, compared to $265.1 million during the first nine months of 2002. Net
cash used in investing activities was $74.1 million for the nine months ended
September 30, 2003. Net cash provided by investing activities was $45.6 million
for the nine months ended September 30, 2002. Net cash used in financing
activities was $94.3 million and $157.9 million for the nine months ended
September 30, 2003 and 2002, respectively.

Outstanding debt at September 30, 2003 and December 31, 2002 consists of the
following (in thousands):

<TABLE>
<CAPTION>
                                                                             2003            2002
                                                                             ----            ----
                <S>                                                   <C>                    <C>
                Notes Payable:
                    Fixed-rate mortgage loans                         $        233,378         229,551
                    Variable-rate mortgage loans                                49,336          24,998
                    Fixed-rate unsecured loans                                 999,104         998,975
                                                                         -------------- ---------------
                          Total notes payable                                1,281,818       1,253,524
                Unsecured line of credit                                       196,000          80,000
                                                                         -------------- ---------------
                         Total                                        $      1,477,818       1,333,524
                                                                         ============== ===============
</TABLE>

         Mortgage loans are secured by certain real estate properties, and may
be prepaid, but could be subject to a yield-maintenance premium. Mortgage loans
are generally due in monthly installments of interest and principal, and mature
over various terms through 2023. Variable interest rates on mortgage loans are
currently based on LIBOR plus a spread in a range of 130 to 150 basis points.
Fixed interest rates on mortgage loans range from 5.65% to 9.5%.

         Interest rates paid on the Line, which are based on LIBOR plus .85%, at
September 30, 2003 and December 31, 2002 were 1.975% and 2.288%, respectively.
The spread that we pay on the Line is dependent upon maintaining specific
investment-grade ratings. We are also required to comply, and are in compliance,
with certain financial and other covenants customary with this type of unsecured
financing. The Line is used primarily to finance the acquisition and development
of real estate, but is also available for general working-capital purposes.


                                       25
<PAGE>

         As of September 30, 2003, 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>
              2003                                      $          1,293          20,671          21,964
              2004 (includes the Line)                             5,344         418,604         423,948
              2005                                                 4,156         172,732         176,888
              2006                                                 3,476          24,094          27,570
              2007                                                 2,891          25,696          28,587
              Beyond five years                                   24,725         768,291         793,016
              Unamortized debt premiums                                0           5,845           5,845
                                                           ----------------------------------------------
                   Total                                $         41,885       1,435,933       1,477,818
                                                           ==============================================
</TABLE>

         Unconsolidated partnerships and joint ventures in which we have an
investment had notes and mortgage loans payable of $298.1 million at September
30, 2003 and the Company's proportionate share of these loans was $58.1 million.

         RCLP has issued Preferred Units in various amounts since 1998, the net
proceeds of which we used to reduce the balance of the Line. RCLP sold the
issues primarily to institutional investors in private placements. The Preferred
Units, which may be called by RCLP after certain dates ranging from 2004 to
2005, have no stated maturity or mandatory redemption, and they pay a
cumulative, quarterly dividend at fixed rates ranging from 8.75% to 9.125%. At
any time after 10 years from the date of issuance, the Preferred Units may be
exchanged by the holders for Cumulative Redeemable Preferred Stock ("Preferred
Stock") at an exchange rate of one share for one unit. The Preferred Units and
the related Preferred Stock are not convertible into Regency common stock. At
September 30, 2003 and December 31, 2002 the face value of total Preferred Units
issued was $229 million and $384 million, respectively with an average fixed
distribution rate of 8.88% and 8.72%, respectively.

         We intend to continue growing our portfolio through acquisitions and
developments, either directly or through our joint venture relationships.
Because acquisition and development activities are discretionary in nature, they
are not expected to burden the capital resources we have currently available for
liquidity requirements. Regency expects that cash provided by operating
activities, unused amounts available under the Line, and cash reserves are
adequate to meet liquidity requirements.

Critical Accounting Policies and Estimates
------------------------------------------

         Knowledge about our accounting policies is necessary for a complete
understanding of our financial results, and discussions and analysis of these
results. The preparation of our financial statements requires that we make
certain estimates that impact the balance of assets and liabilities at a
financial statement date and the reported amount of income and expenses during a
financial reporting period. These accounting estimates are based upon our
judgments and are considered to be critical because of their significance to the
financial statements and the possibility that future events may differ from
those judgments, or that the use of different assumptions could result in
materially different estimates. We review these estimates on a periodic basis to
ensure reasonableness. However, the amounts we may ultimately realize could
differ from such estimates.

         Capitalization of Costs - We have an investment services group with an
established infrastructure that supports the due diligence, land acquisition,
construction, leasing and accounting of our development properties. All direct
and indirect costs related to these activities are capitalized. Included in
these costs are interest and real estate taxes incurred during construction as
well as estimates for the portion of internal costs that are incremental, and
deemed directly or indirectly related to our development activity. If future
accounting standards limit the amount of internal costs that may be capitalized,
or if our development activity were to decline significantly without a
proportionate decrease in internal costs, we could incur a significant increase
in our operating expenses.


                                       26
<PAGE>

         Valuation of Real Estate Investments - Our long-lived assets, primarily
real estate held for investment, are carried at cost unless circumstances
indicate that the carrying value of the assets may not be recoverable. We review
long-lived assets for impairment whenever events or changes in circumstances
indicate such an evaluation is warranted. The review involves a number of
assumptions and estimates used in determining whether impairment exists.
Depending on the asset, we use varying methods such as i) estimating future cash
flows, ii) determining resale values by market, or iii) applying a
capitalization rate to net operating income using prevailing rates in a given
market. These methods of determining fair value can fluctuate up or down
significantly as a result of a number of factors including changes in the
general economy of those markets in which we operate, tenant credit quality, and
demand for new retail stores. If we determine that impairment exists due to the
inability to recover an asset's carrying value, a provision for loss is recorded
to the extent that the carrying value exceeds estimated fair value.

         Discontinued Operations - The application of current accounting
principles that govern the classification of any of our properties as held for
sale on the balance sheet, or the presentation of results of operations and
gains on the sale of these properties as discontinued, requires management to
make certain significant judgments. In evaluating whether a property meets the
criteria set forth in FASB Statement No. 144 "Accounting for the Impairment and
Disposal of Long-Lived Assets" ("Statement 144"), the Company makes a
determination as to the point in time that it can be reasonably certain that a
sale will be consummated. Given the nature of all real estate sales contracts,
not only those entered into by the Company, it is not unusual for such contracts
to allow potential buyers a period of time to evaluate the property prior to
formal acceptance of the contract. In addition, certain other matters critical
to the final sale, such as financing arrangements, often remain pending even
upon contract acceptance. As a result, properties under contract may not close
within the expected time period, if at all. Due to these uncertainties, it is
not likely that the Company can meet the criteria of Statement 144 prior to the
sale formally closing. Therefore, any properties categorized as held for sale
represent only those properties that management has determined are probable to
close within the requirements set forth in Statement 144. The Company also makes
judgments regarding the extent of involvement it will have with a property
subsequent to its sale, in order to determine if the results of operations and
gain/loss on sale should be reflected as discontinued. Consistent with Statement
144, any property sold to an entity in which the Company has significant
continuing involvement (most often joint ventures) are not considered to be
discontinued. In addition, any property which the Company sells to an unrelated
third party, but retains a property or asset management function, are also not
considered discontinued. Thus, only properties sold, or to be sold, to unrelated
third parties for which the Company, in its judgment, has no continuing
involvement are classified as discontinued.

         Income Tax Status - The prevailing assumption underlying the operation
of our business is that we will continue to operate so as to qualify as a REIT,
defined under the Internal Revenue Code. Certain income and asset tests are
required to be met on a periodic basis to ensure we continue to qualify as a
REIT. As a REIT, we are allowed to reduce taxable income by all or a portion of
our distributions to stockholders. As we evaluate each transaction entered into,
we determine the impact that these transactions will have on our REIT status.
Determining our taxable income, calculating distributions, and evaluating
transactions requires us to make certain judgments and estimates as to the
positions we take in our interpretation of the Internal Revenue Code. Because
many types of transactions are susceptible to varying interpretations under
federal and state income tax laws and regulations, our positions are subject to
change at a later date upon final determination by the taxing authorities.

New Accounting Pronouncements
-----------------------------

         In January 2003, the FASB issued Interpretation No. 46 "Consolidation
of Variable Interest Entities" ("Interpretation 46"), which is intended to
clarify the application of Accounting Research Bulletin No. 51, "Consolidated
Financial Statements", to certain entities in which equity investors do not
have the characteristics of a controlling financial interest or do not have
sufficient equity at risk for the entity to finance its activities without
additional subordinated financial support from other parties, or variable
interest entities, as defined in the interpretation. Interpretation 46 requires
that certain variable interest entities be consolidated into the majority
variable interest holder's financial statements and is applicable immediately
to all variable interest entities created after January 31, 2003, and as of the
first interim


                                       27
<PAGE>

period ending after December 15, 2003 to those variable interest entities
created before February 1, 2003 and not already consolidated under
Interpretation 46 in previously issued financial statements. The Company did
not create any variable interest entities after January 31, 2003. The Company
is continuing its analysis of the applicability of this interpretation to its
structures created before February 1, 2003 and does not believe its adoption
will have a material effect on the financial statements.

        In May 2003, the FASB issued Statement of Accounting Standards No. 150,
"Accounting for Certain Financial Instruments with Characteristics of both
Liabilities and Equity" ("Statement 150"). Statement 150 affects the accounting
for certain financial instruments, including requiring companies having
consolidated entities with specified termination dates to treat minority owners
interests in such entities as liabilities in an amount based on the fair value
of the entities. Although Statement 150 was originally effective July 1, 2003,
the FASB has indefinitely deferred certain provisions related to classification
and measurement requirements for mandatorily redeemable financial instruments
that become subject to Statement 150 solely as a result of consolidation
including minority interests of entities with specified termination dates. As a
result, Statement 150 has no impact on the Company's consolidated statements of
operations for the three month and nine month periods ended September 30, 2003.

        At September 30, 2003, the Company held a majority interest in six
consolidated entities with specified termination dates ranging from 2007 to
2049. The minority owners' interests in these entities are to be settled upon
termination by distribution of either cash or specific assets of the underlying
entities. The estimated fair value of minority interests in entities with
specified termination dates was approximately $24.8 million at September 30,
2003. The Company has no other financial instruments that currently are
affected by Statement 150.

Results from Operations
-----------------------

Comparison of the nine months ended September 30, 2003 to September 30, 2002

         At September 30, 2003, we were operating or developing 262 shopping
centers. We identify our shopping centers as either development properties or
stabilized properties. Development properties are defined as properties that are
in the construction and initial lease-up process and are not yet fully leased
(fully leased generally means greater than 90% leased) or occupied. Stabilized
properties are those properties that are generally greater than 90% leased and,
if they were developed, are more than three years beyond their original
development start date. At September 30, 2003, we had 228 stabilized shopping
centers that were 95.3% leased.

         Revenues increased $30.4 million, or 11.1%, to $304.6 million in 2003.
This increase was due primarily to our realization of a full year of revenues
from new 2002 developments and from growth in rental rates of the operating
properties. In 2003, rental rates grew by 10% from renewal leases and new leases
replacing previously occupied spaces in the stabilized properties. Minimum rent
increased $10.7 million, or 5.4%, and recoveries from tenants increased $3.8
million, or 6.5%.

         Service operations revenue includes management fees, commission income,
and gains or losses from the sale of land and development properties without
significant operations. Service operations revenue does not include gains or
losses from the sale of non-development operating properties. The Company
accounts for profit recognition on sales of real estate in accordance with FASB
Statement No. 66, "Accounting for Sales of Real Estate." Profits from sales of
real estate will not be recognized by the Company unless a sale has been
consummated; the buyer's initial and continuing investment is adequate to
demonstrate a commitment to pay for the property; the Company has transferred to
the buyer the usual risks and rewards of ownership; and the Company does not
have substantial continuing involvement with the property.

         Service operations revenue increased $14.2 million to $26.6 million in
2003, or 113.9%. The increase was primarily due to a $10.8 million increase in
development profits during 2003 primarily from the sale of development
properties to MCWR joint venture, a $1.5 million increase in gains from the sale
of land and outparcels and a $1.8 million increase in management fees primarily
related to the increased assets of Columbia and MCWR joint ventures.


                                       28
<PAGE>

         Operating expenses increased $13 million, or 9.9%, to $144.2 million in
2003. Combined operating, maintenance, and real estate taxes increased $5.2
million, or 8.1%, during 2003 to $70 million. The increase was primarily due to
new developments that incurred expenses for only a portion of the previous year,
and general increases in operating expenses on the stabilized properties.
General and administrative expenses were $16.4 million during 2003 compared with
$15.6 million in 2002, or 5.5% higher, as a result of general salary and benefit
increases. Depreciation and amortization increased $6 million during 2003
related to the construction completion of development properties and placing
them in service.

         We review our real estate portfolio for impairment whenever events or
changes in circumstances indicate that we may not be able to recover the
carrying amount of an asset. Regency determines whether impairment has occurred
by comparing the property's carrying value to an estimate of fair value based
upon methods described in our Critical Accounting Policies. In the event the
properties are impaired, we write down assets to fair value for "held-and-used"
assets and fair value less costs to sell for "held-for-sale" assets. During the
nine months ended September 30, 2003 and 2002, we recorded a provision for loss
of approximately $2 million and $2.5 million, respectively.

         Net interest expense increased to $62.9 million in 2003 from $62.4
million in 2002, or 0.8%. Weighted average interest rates on outstanding debt
declined to 6.6% at September 30, 2003 from 7.1% at September 30, 2002 related
to reductions in the LIBOR rate. Average fixed rates remained unchanged at 7.5%.
Average outstanding debt at September 30, 2003 was $1.406 billion vs. $1.424
billion in the prior year; however, average fixed rate debt increased $40
million, and average variable rate debt decreased $58 million.

         Income from discontinued operations was $7.5 million in 2003 primarily
due to the sale of eight shopping centers to unrelated parties for $57.6 million
with a combined gain on sale of $6.7 million. In compliance with the adoption of
SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets"
("Statement 144") in January 2002, if we sell an asset in the current year, we
are required to reclassify its operating income into discontinued operations for
2003 and 2002, which will result in a reclassification of amounts previously
reported as discontinued operations in 2002. The reclassified 2002 operating
income from discontinued operations was $21.3 million compared to $12.9 million
originally reported in 2002 due to the reclassification of $8.4 million of
operating income for properties sold subsequent to September 30, 2002.

         Net income for common unit holders was $75.2 million in 2003 compared
with $77.6 million in 2002, or a 3.2% decrease due to reasons discussed above, a
reduction in gains on sales of operating properties of $1.4 million and a $2.4
million early extinguishment of debt recorded in 2002 as other income. Diluted
earnings per unit were $1.23 in 2003 compared with $1.26 in 2002, or 2.4% lower
related to the reduction in net income and an increase in weighted average
common units of 1.4 million units.

Comparison of the three months ended September 30, 2003 to September 30, 2002

         Revenues increased $7.6 million, or 7.6%, to $106.6 million in 2003.
Minimum rent increased $1.2 million, or 1.8%, and recoveries from tenants
increased $820,181, or 4.1%. This increase was due to revenues from completed
developments and acquisitions that began operating after September 30, 2002
along with rental rate growth on the existing portfolio previously described.

         Service operations revenue increased $5.1 million to $13.4 million in
2003, or 60.9%. The increase was primarily due to a $5.1 million dollar increase
in development sales during 2003, and a $172,753 increase in management fees
primarily related to the Columbia and MCWR joint ventures, offset by a $169,335
decrease resulting from selling fewer outparcels during 2003 than in 2002.


                                       29
<PAGE>

         Operating expenses increased $2.4 million, or 5.2%, to $49.0 million in
2003. Combined operating, maintenance, and real estate taxes increased $886,301,
or 3.9%, during 2003 to $23.4 million. This increase is due to new developments
and acquisitions which were not operating at September 30, 2002. General and
administrative expenses were $6.3 million during 2003 compared with $6.1 million
in 2002, or 3.6% higher, as a result of general salary and benefit increases.
Depreciation and amortization increased $1.3 million during 2003 related to the
construction completion of development properties and placing them in service.

         Income from discontinued operations was $3 million related to the sale
of three shopping centers during the third quarter for $18.7 million. The
reclassified operating income from discontinued operations for the three months
ended September 30, 2002 is $5.8 million compared to $3 million originally
reported in 2002 due to the reclassification of $2.8 million of operating income
for properties sold subsequent to September 30, 2002 in compliance with the
adoption of Statement 144.

        Net income for common unit holders was $30.5 million in 2003 compared
with $28.1 million in 2002, or an 8.5% increase for the reasons previously
described. Diluted earnings per unit were $.51 in 2003 compared with $.46 in
2002, or 10.9% higher related to the increase in net income.

Environmental Matters
---------------------

            Regency, like others in the commercial real estate industry, is
subject to numerous environmental laws and regulations. The operation of dry
cleaning plants at our shopping centers is the principal environmental concern.
We believe that the tenants who operate these plants do so in accordance with
current laws and regulations and have established procedures to monitor their
operations. Additionally, we use all legal means to cause tenants to remove dry
cleaning plants from our shopping centers. Where available, we have applied and
been accepted into state-sponsored environmental programs. We have a blanket
environmental insurance policy that covers Regency against third-party
liabilities and remediation costs on shopping centers that currently have no
known environmental contamination. We have also placed environmental insurance
on specific properties with known contamination in order to mitigate Regency's
environmental risk. We believe that the ultimate disposition of currently known
environmental matters will not have a material effect on Regency's financial
position, liquidity, or operations.

            No assurance can be given that existing environmental studies with
respect to our shopping centers reveal all potential environmental liabilities;
that any previous owner, occupant or tenant did not create any material
environmental condition not known to us; that the current environmental
condition of the shopping centers will not be affected by tenants and occupants,
by the condition of nearby properties, or by unrelated third parties; or that
changes in applicable environmental laws and regulations or their interpretation
will not result in imposition of additional environmental liability.


Inflation
---------

         Inflation has remained relatively low and has had a minimal impact on
the operating performance of our shopping centers; however, substantially all of
our long-term leases contain provisions designed to mitigate the adverse impact
of inflation. Such provisions include clauses enabling us 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 our
leases are for terms of less than 10 years, which permits us to seek increased
rents upon re-rental at market rates. Most of our leases require tenants to pay
their share of operating expenses, including common area maintenance, real
estate taxes, and insurance and utilities, thereby reducing our exposure to
increases in costs and operating expenses resulting from inflation.


                                       30
<PAGE>

Item 3.  Quantitative and Qualitative Disclosures about Market Risk

              Market Risk
              -----------

         Regency is exposed to interest rate changes primarily as a result of
the line of credit and long-term debt used to maintain liquidity, fund capital
expenditures and expand Regency's real estate investment portfolio. Regency'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, Regency 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. Regency has no plans to enter into derivative or interest
rate transactions for speculative purposes.

         Regency's interest rate risk is monitored using a variety of
techniques. The table below presents the principal cash flows (in thousands),
weighted average interest rates of remaining debt, and the fair value of total
debt (in thousands), by year of expected maturity to evaluate the expected cash
flows and sensitivity to interest rate changes.

<TABLE>
<CAPTION>
                                                                                                                         Fair
                                         2003      2004       2005        2006       2007    Thereafter      Total       Value
                                         ----      ----       ----        ----       ----    ----------      -----       -----
<S>                                   <C>         <C>        <C>          <C>       <C>         <C>        <C>         <C>
Fixed rate debt                       $ 12,517    213,059    151,888      27,570    28,587      793,016    1,226,637   1,311,575
Average interest rate for all debt       7.58%      7.61%      7.60%       7.60%     7.59%        7.61%            -           -

Variable rate LIBOR debt              $  9,447    210,889     25,000           -         -            -      245,336     245,336
Average interest rate for all debt       2.04%      2.53%      2.38%           -         -            -            -           -
</TABLE>


         As the table incorporates only those exposures that exist as of
September 30, 2003, it does not consider those exposures or positions, which
could arise after that date. Moreover, because firm commitments are not
presented in the table above, the information presented therein has limited
predictive value. As a result, Regency's ultimate realized gain or loss with
respect to interest rate fluctuations will depend on the exposures that arise
during the period, its hedging strategies at that time, and interest rates.

Item 4.  Controls and Procedures

         Under the supervision and with the participation of the Company's
management, including the Company's Chief Executive Officer, Chief Operating
Officer and Chief Financial Officer, the Company has evaluated the effectiveness
of the design and operation of its disclosure controls and procedures as of the
end of the period covered by this quarterly report, and, based on their
evaluation, the Chief Executive Officer, Chief Operating Officer and Chief
Financial Officer have concluded that these disclosure controls and procedures
are effective. There has been no significant change in our internal controls
over financial reporting identified in connection with the foregoing evaluation
that occurred during the last quarter and that has materially affected, or is
reasonably likely to material affect, our internal controls over financial
reporting.





                                       31
<PAGE>

Part II

Item 6. Exhibits and Reports on Form 8-K


     (a)  Exhibits


          31.1        Certification of Regency Centers, L.P.'s Chief Executive
                      Officer Pursuant to Section 302 of the Sarbanes-Oxley Act
                      and Rule 13a-14(a) or 15d-14(a) under the Securities Act
                      of 1934.

          31.2        Certification of Regency Centers, L.P.'s Chief Financial
                      Officer Pursuant to Section 302 of the Sarbanes-Oxley Act
                      and Rule 13a-14(a) or 15d-14(a) under the Securities Act
                      of 1934.

          31.3        Certification of Regency Centers, L.P.'s Chief Operating
                      Officer Pursuant to Section 302 of the Sarbanes-Oxley Act
                      and Rule 13a-14(a) or 15d-14(a) under the Securities Act
                      of 1934.

          32.1        Certification of Regency Centers, L.P.'s Chief Executive
                      Officer Pursuant to 18 U.S.C. Section 1350 (as adopted by
                      Section 906 of the Sarbanes-Oxley Act of 2002)

          32.2        Certification of Regency Centers, L.P.'s Chief Financial
                      Officer Pursuant to 18 U.S.C. Section 1350 (as adopted by
                      Section 906 of the Sarbanes-Oxley Act of 2002)

          32.3        Certification of Regency Centers, L.P.'s Chief Operating
                      Officer Pursuant to 18 U.S.C. Section 1350 (as adopted by
                      Section 906 of the Sarbanes-Oxley Act of 2002)

     (b)  Reports on Form 8-K
                       None



                                       32
<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:  November 14, 2003       REGENCY CENTERS, L.P.



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





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